exv10w2






EXHIBIT 10.2




This Document Constitutes Part of a

Prospectus Covering Securities that Have Been

Registered Under the Securities Act of 1933





2010 Restricted Stock Unit Grant Agreement



     This Grant is made as of the 1st day of March, 2010 (“Date of Grant”)
by Anixter International Inc., a Delaware corporation (the “Corporation”), to «FirstName»
«LastName» (“Participant”).



     Section 1. Grant of Stock Units. On the terms and conditions stated herein, the
Corporation hereby grants to the Participant «RSU_Grant» stock units (“Units”), convertible to
shares of the Corporation on a one-for-one basis.



     Section 2. Vesting, Conversion and Forfeiture. One third of the Units shall vest on
each anniversary of the Date of Grant beginning with the «RSUVest» anniversary of the Date of
Grant. Units shall convert to shares of stock on the date they vest. If at a time the Units are
not vested (i) Participant’s employment with Corporation is terminated or (ii) any transfer of the
Units shall be made in violation of this Agreement, the Units and any distributions thereon shall
be forfeited and, in the case of transfer, may be reacquired by the Corporation, upon notice to
Participant or any transferee, at no cost to the Corporation.



     Section 3. Right of Recoupment. The Grant of the Units is expressly made subject to
and conditioned on the following understanding. Participant acknowledges and agrees that if (i)
the financial results of the Corporation for its fiscal year immediately preceding the Date of
Grant are restated and (ii) the Compensation Committee of the Board of Directors of the Corporation
(“Committee”) determines, in its sole discretion, that (A) Participant engaged in conduct that
caused or partially caused the need for the restatement and (B) a lesser Grant would have been made
to Participant under this Agreement based on the restated financial results then (i) the
Corporation shall have the right to recoup from Participant the amount of any overpayment of
compensation attributable to the Grant or such other amount, up to the full compensation realized
by Participant with respect to the Grant, as the Committee determines, in its sole discretion,
based on its review of the relevant facts (“Recoupment Amount”) and (ii) the Corporation shall have
the right to effect such recoupment by (A) cancelling unvested Units or other options or restricted
stock units held by Participant, (B) to the extent permitted by law, offsetting such recoupment
obligation against any other obligation of the Corporation to Participant, or (C) demanding
repayment from Participant. In the event that a restatement impacts more than one fiscal year, the
Corporation may exercise this recoupment right with respect to each fiscal year that is subject to
restatement. This recoupment right shall be a separate contract right enforceable by the
Corporation against Participant and shall be in addition to, and not in substitution for, any and
all other rights or remedies that the Corporation may have against Participant with respect to
Participant’s conduct and the restatement, including any right the Corporation may have under
Section 304 of the Sarbanes-Oxley Act of 2002. The Corporation shall also be entitled to (i)
interest on the Recoupment Amount at a reasonable rate of interest and (ii) to reimbursement of all
costs of collection.



     Section 4. Prohibited Transfers. Any sale, hypothecation, encumbrance or other
transfer of Units is prohibited unless the same shall have been consented to in advance in writing
by the Corporation (which consent may be withheld in the sole discretion of the Corporation).



     Section 5. Withholding Taxes. As a condition to the grant, vesting or conversion of
the Units acquired hereunder, the Corporation shall withhold the number of whole Units required for
the satisfaction of any Federal, state or local withholding tax obligations that may arise in
connection therewith.



 









 





«FirstName» «LastName»

2010 RESTRICTED STOCK UNIT GRANT AGREEMENT

Page 2




     Section 6. Retention of Certificate and Any Distributions. The Treasurer or any
Assistant Treasurer shall retain on behalf of Participant, until the Units are converted, all
certificates and distributions pertaining to the Units. Upon conversion and subject to the
withholding of the number of Units sufficient for payment of withholding tax, the certificates and
all distributions (with or without interest on any cash distributions, as determined from time to
time by the Corporation in its sole discretion) shall be delivered to Participant.



     Section 7. Parties in Interest. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, executors, administrators,
successors, assigns and personal representatives.



     Section 8. Specific Performance. In the event of a breach of this Agreement by any
party hereto, any other party hereto shall be entitled to secure specific performance of this
Agreement in any court of competent jurisdiction.



     Section 9. Notices, etc. All notices and other communications required or permitted
hereunder will be in writing and will be mailed by first-class mail, postage prepaid, addressed (a)
if to Corporation at:


2301 Patriot Boulevard

Glenview, Illinois 60026

Attn: General Counsel



or at such address as Corporation will have furnished to Participant in writing, or (b) if to
Participant at:



Then current address in

the records of Corporation.



or at such other address as Participant will have furnished to Corporation in writing in accordance
with this Section.




     All notices and other communications to be given hereunder shall be given in writing. Except
as otherwise specifically provided herein, all notices and other communications hereunder shall be
deemed to have been given if personally delivered to the party being served, or two business days
after mailing thereof by registered mail, return receipt requested, postage prepaid, to the
requisite address set forth above (until notice of change thereof is served in the manner provided
in this Section).



     Section 10. No Right to Employment. Nothing in this Agreement or in the act of
granting the Units to Participant shall give Participant any rights to continue to be employed by
Corporation.



     In Witness Whereof, the Corporation has caused this Grant to be executed on its
behalf by its officer duly authorized to act on behalf of the Corporation.



	 	 	 	 	 
	Anixter International Inc.

a Delaware corporation

 	 	 
	By:  	
 	 	 
	 	Dennis J. Letham 	 	 
	 	 	 
	Its:  	Executive Vice President — Finance 	 	 
	 	and Chief Financial Officer