Exhibit 10(A)



 






Exhibit 10(a)




LESCO, INC.




RETENTION AGREEMENT




     THIS AGREEMENT is made between LESCO, Inc., an Ohio Corporation (the “Company”), and Charles
Denny (the “Executive”), dated as of the 8th day August 2005 (“Agreement”).



     1. PURPOSE OF THIS AGREEMENT. The Board of Directors of the Company (the “Board”) has
determined that it is in the best interests of the Company and its shareholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of the Company, and the
uncertainties and risks that a change of control would pose for the Executive. To this end, the
Board believes it is imperative to encourage the Executive’s full attention and dedication to the
Company currently and in the event of any threatened or pending Change of Control, and to provide
the Executive with compensation and benefits arrangements upon a Change of Control which ensure
that the compensation and benefits expectations of the Executive will be satisfied and which are
competitive with those of other similar corporations.



     2. DEFINITIONS.
(a) The “Effective Date” shall mean the first date during the Change of Control
Period (as defined in Section 2(b)) on which a Change of Control
(as defined in Section 3) occurs.
Anything in this Agreement to the contrary notwithstanding, if a
Change of Control occurs and if the
Executive’s employment with the Company is terminated prior to
the date on which the Change of
Control occurs, and if it is reasonably demonstrated by the
Executive, as determined by the Board,
that such termination of employment (i) was at the request of a
third party who has taken steps
reasonably calculated to effect a Change of Control or
(ii) otherwise arose in connection with or in
anticipation of a Change of Control, then for all purposes of this
Agreement the “Effective Date”
shall mean the date immediately prior to the date of such termination
of employment.



     (b) The “Change of Control Period” shall mean the period commencing on the date of this
Agreement and ending on the second anniversary of the date hereof; provided, however, that
commencing on the date one year after the date of this Agreement, and on each annual anniversary
of such date (such date and each annual anniversary thereof shall be hereinafter referred to as
the “Renewal Date”), unless this Agreement is previously terminated, the Change of Control Period
shall be automatically extended so as to terminate two years from such Renewal Date, unless at
least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the
Change of Control Period shall not be so extended.



     3. CHANGE
OF CONTROL. For the purpose of this Agreement, a “Change of Control” shall mean:



     (a) The acquisition by any individual, entity or group within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange



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Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 50% or more of either (i) the then-outstanding common shares of the Company (the
“Outstanding Company Common Shares”) or (ii) the combined voting power of the then-outstanding
voting securities of the Company entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); but for purposes of this subsection (a), the following
acquisitions of voting securities shall not constitute a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, (iv) any acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 3, or (v) any
acquisition of less than 50% which becomes a Change of Control passively as the result of a
separate acquisition under clause (ii) or (iii) of this subsection (a); or




     (b) Individuals
who, as of the date of this Agreement, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority
of the Board; but any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the
Company’s shareholders, was approved by a vote of at least a
majority of the directors then
comprising the Incumbent Board or by a vote of at least a majority of
the members of a committee of
the Board consisting entirely of members of the Incumbent Board shall
be considered as though such
individual were a member of the Incumbent Board, but excluding from
the Incumbent Board, for this
purpose, any such individual whose initial assumption of office
occurs as a result of an actual or
threatened election contest with respect to the election or removal
of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or



     (c) Consummation
of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company (a
“Business Combination”), in each case,
unless, following such Business Combination, (i) the individuals
and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Shares and Outstanding Company
Voting Securities immediately prior to such Business Combination
beneficially own, directly or
indirectly, more than 50% of, respectively, the then-outstanding
common shares and the combined
voting power of the then-outstanding voting securities entitled to
vote generally in the election of
directors, as the case may be, of the corporation resulting from such
Business Combination
(including, without limitation, a corporation which as a result of
such transaction owns the Company
or all or substantially all of the Company’s assets either directly or through one or
more subsidiaries), and (ii) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 50%
or more of, respectively, the then-outstanding common shares of the corporation resulting from such
Business Combination, or the combined voting power of the then-outstanding voting securities of
such corporation except to the extent that such ownership existed prior to the Business Combination
and (iii) at least a majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time of the execution
of the initial agreement, or of the action of the Board, providing for such Business Combination; or



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     (d) Approval by the shareholders of the Company of a complete liquidation or dissolution
of the Company.



     4. TERMINATION
OF EMPLOYMENT. (a) DEATH OR DISABILITY. The Executive’s employment shall
terminate automatically upon the Executive’s death. If the Company determines in good faith that
the Disability of the Executive has occurred (as Disability is defined below), it may give to the
Executive written notice in accordance with Section 11(b) of this Agreement of its intention to
terminate the Executive’s employment. In such event, the Executive’s employment with the Company
shall terminate effective on the 30th day after receipt of such notice by the Executive (the
“Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of the Executive’s duties. For purposes of this
Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with
the Company on a full-time basis for 180 consecutive business days as a result of incapacity due
to mental or physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and reasonably acceptable to the Executive or the
Executive’s legal representative.



     (b) CAUSE. The Company may terminate the Executive’s employment for Cause. For purposes
of this Agreement, “Cause” shall mean:



     (i) the willful and continued failure of the Executive to perform substantially the
Executive’s duties with the Company or one of its affiliates (other than any such failure resulting
from incapacity due to physical or mental illness), for 10 or more days after a written demand for
substantial performance is delivered to the Executive by the Board or the Chief Executive Officer
of the Company which specifically identifies the manner in which the Board or Chief Executive
Officer believes that the Executive has not substantially performed the Executive’s duties, or



     (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is
materially and demonstrably injurious to the Company.



     For purposes of this provision, no act or failure to act, on the part of the Executive, shall
be considered “willful” unless (x) it is done or omitted to be done in bad faith or without
reasonable belief that the Executive’s action or omission was in the best interests of the
Company, or (y) it is done or omitted to be done in direct contravention of a directive of the
Board or the Chief Executive Officer. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive
Officer or an Executive Officer of the Company to whom the Executive reports or based upon the
advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be
done, by the Executive in good faith and in the best interests of the Company. The cessation of
employment of the Executive shall not be deemed to be for Cause unless and until there shall have
been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three quarters of the entire membership of the Board at a meeting of the Board called
and held for such purpose (after reasonable notice is provided to the Executive and the Executive
is given an opportunity, together



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     with counsel, to be heard before the Board), finding that, in the good faith opinion of the
Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and
specifying the particulars thereof in detail.



     (c) GOOD
REASON. The Executive’s employment may be terminated by the Executive for Good Reason
during the period commencing with the Effective Date and ending one year thereafter. For purposes of
this Agreement, “Good Reason” shall mean:




   (i) the assignment to the Executive of any duties inconsistent in any material
respect with the Executive’s position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities, or any other action by the Company
which results in a diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent action not taken in
bad faith and which is remedied by the Company promptly after receipt of notice thereof
given by the Executive;




   (ii) any purported termination by the Company of the Executive’s employment otherwise
than for Cause; or




   (iii) any failure by the Company to comply with and satisfy Section 10(c) of this
Agreement.


For purposes of this Section 4(c), any good faith determination of “Good Reason” made by the
Executive shall be conclusive. For avoidance of doubt, a termination of Executive’s employment by
Executive under the circumstances described in clauses (i)-(iii) of
this Section 4(c) either prior
to the Effective Date or following the first anniversary of the Effective Date shall not constitute
termination for Good Reason.




     (d) NOTICE OF TERMINATION. Any termination by the Company for Cause,or by the Executive for
Good Reason, shall be communicated by Notice of Termination to the
other party hereto given in
accordance with Section 11(b) of this Agreement. For purposes of this Agreement, a “Notice of
Termination” means a written notice which (i) indicates the
specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth
in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s employment under the
provision so indicated and (iii) if the Date of Termination (as defined below) is other than the
date of receipt of such notice, specifies the termination date (which date shall be not more than
thirty days after the giving of such notice). The failure by the
Executive or the Company to set
forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the
Company, respectively, hereunder
or preclude the Executive or the Company, respectively, from
asserting such fact or circumstance in
enforcing the Executive’s or the Company’s rights hereunder.



     (e) DATE
OF TERMINATION. “Date of Termination”, means (i) if the Executive’s employment is
terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the
Notice of Termination or any later date (within 30 days after that



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date) specified therein, as the case may be, (ii) if the Executive’s employment is terminated
by the Company other than for Cause or Disability, the Date of Termination shall be the date on
which the Company notifies the Executive of such termination and (iii) if the Executive’s
employment is terminated by reason of death or Disability, the Date of Termination shall be the
date of death of the Executive or the Disability Effective Date, as the case may be.




     5. OBLIGATIONS
OF THE COMPANY UPON TERMINATION. (a) GOOD REASON; OTHER THAN FOR CAUSE, DEATH
OR DISABILITY. If the Company shall terminate the Executive’s employment other than for Cause or
Disability or the Executive shall terminate employment for Good Reason:




   (i) the Company shall pay to the Executive in a lump sum in cash within 30
days after the Date of Termination the aggregate of the following amounts:



     A. the
sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the
extent not theretofore paid, (2) the product of (x) the
higher of (I) the Annual Bonus for the year
preceding the most recently completed fiscal year, if any and
(II) the Annual Bonus paid or payable,
for the most recently completed fiscal year, if any (such higher
amount being referred to as the
“Highest Annual Bonus”) and (y) a fraction, the
numerator of which is the number of days in the
current fiscal year through the Date of Termination, and the
denominator of which is 365 and (3) any
compensation previously deferred by the Executive (together with any
accrued interest or earnings
thereon) and any accrued vacation pay, in each case to the extent not
theretofore paid (the sum of
the amounts described in clauses (1), (2), and (3) shall be
hereinafter referred to as the “Accrued
Obligations”); and



     B. the
amount equal to the product of (1) 1.99 and (2) the sum of (x) the Executive’s Annual
Base Salary and (y) the Highest Annual Bonus;



     C. an
amount equal to the excess of (1) the actuarial equivalent of the benefit under any
qualified defined benefit retirement plan the Company may have (the
“Retirement Plan”) (utilizing
actuarial assumptions no less favorable to the Executive than those
in effect under the Retirement
Plan immediately prior to the Effective Date), and any excess or
supplemental retirement plan in
which the Executive participates (together, the “SERP”)
which the Executive would receive if the
Executive’s employment continued for two years after the Date of Termination assuming for
this purpose that all accrued benefits are fully vested, over (2) the actuarial equivalent of the
Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of
the Date of Termination;



     D. an
amount equal to the product of (1) two and (2) the maximum yearly contribution the
Company can make to the Executive’s account in the LESCO, Inc.
Salary Savings Plan and Trust, or any
successor qualified defined contribution retirement plan, assuming
that the Executive has made the
required contribution to the plan; and



     E. an amount equal to the excess of the “fair market value” (which shall be



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     defined as the closing price of LESCO, Inc. common shares on the Date of Termination) over
the option exercise price of shares which are subject to options in favor of Executive, whether or
not exercisable at that time, provided that Executive surrenders those options to the Company.




   (ii) all long-term stock incentive awards held by the Executive (whether in the form
of options, phantom units, performance shares, restricted shares or other awards of
whatever nature, but excluding any options referred to in clause (i)(E), above) shall fully
vest and all restrictions and conditions shall be removed on the Date of Termination;




   (iii) for two years after the Executive’s Date of Termination, or such longer period as
may be provided by the terms of the applicable welfare benefit plan, program, practice or
policy, the Company shall continue benefits to the Executive and/or the Executive’s family
at least equal to those which would have been provided to them in accordance with the
Company’s welfare benefit plans, programs, practices and policies if the Executive’s
employment had not been terminated or, if more favorable to the Executive, as in effect,
generally at any time thereafter with respect to other peer executives of the Company and
its affiliated companies and their families; provided, however, that if the Executive
becomes reemployed with another employer and is eligible to receive medical or other welfare
benefits under another employer-provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under such other plan during such
applicable period of eligibility. For purposes of determining eligibility (but not the time
of commencement of benefits) of the Executive for any retiree benefits pursuant to such
plans, practices, programs and policies, the Executive shall be considered to have remained
employed until two years after the Date of Termination and to have retired on the last day
of such period;




   (iv) the Company shall, at its sole expense as incurred, provide the Executive with
outplacement services the scope and provider of which shall be selected by the Executive in
his sole discretion; provided, however, that the cost of the outplacement services shall
not exceed the greater of twenty percent (20%) of Executive’s Annual Base Salary or
Twenty-five Thousand Dollars ($25,000); and




   (v) to the extent not theretofore paid or provided, the Company shall timely pay
or provide to the Executive any other amounts or benefits required to be paid or provided or
which the Executive is eligible to receive under any plan, program, policy or practice or
contract or agreement of the Company and its affiliated companies (such other amounts and
benefits shall be hereinafter referred to as the “Other Benefits”).



     (b) DEATH. If the Executive’s employment is terminated by reason of the Executive’s death,
this Agreement shall terminate without further obligations to the Executive’s legal
representatives under this Agreement, other than for payment of Accrued Obligations and the timely
payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive’s
estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of
Termination. With respect to the provision of Other Benefits, the term “Other Benefits” as
utilized in this Section 5(b)



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shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be
entitled to receive, death benefits at least equal to the most favorable death benefits provided by
the Company and affiliated companies to the estates and beneficiaries of peer executives of the
Company and such affiliated companies under such plans, programs, practices and policies relating
to death benefits, if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive’s estate and/or the Executive’s beneficiaries, as in effect on the
date of the Executive’s death with respect to other peer executives of the Company and its
affiliated companies and their beneficiaries.




     (c) DISABILITY.
If the Executive’s employment is terminated by reason of the Executive’s
Disability, this Agreement shall terminate without further
obligations to the Executive, other than
for payment of Accrued Obligations and the timely payment or
provision of Other Benefits. Accrued
Obligations shall be paid to the Executive in a lump sum in cash
within 30 days of the Date Of
Termination. With respect to the provision of Other Benefits, the
term “Other Benefits” as
utilized in this Section 5(c) shall include, and the Executive shall be entitled after
the Disability Effective Date to receive, disability and other benefits at least equal to the most
favorable of those generally provided by the Company and its affiliated companies to disabled
executives and/or their families in accordance with such plans, programs, practices and policies
relating to disability, if any, as in effect generally with respect to other peer executives and
their families at anytime during the 120-day Period immediately preceding the Effective Date or, if
more favorable to the Executive and/or the Executive’s family, as in effect on the Disability
Effective Date generally with respect to other peer executives of the Company and its affiliated
companies and their families,



     (d) CAUSE;
OTHER FOR GOOD REASON. If the Executive’s employment shall be terminated for Cause,
this Agreement shall terminate without further obligations to the Executive other than the
obligation to pay to the Executive (x) his Annual Base Salary
through the Date of Termination, (y)
the amount of any compensation previously deferred by the Executive,
and (z) Other Benefits, in each
case to the extent theretofore unpaid. If the Executive voluntarily terminates his employment,
excluding a termination for Good Reason, this Agreement shall terminate without further obligations
to the Executive, other than for Accrued Obligations and the timely payment or provision of Other
Benefits. In such case, all Accrued obligations shall be paid to the Executive in a lump sum in cash
within 30 days of the Date of Termination.



     6. NONEXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit the Executive’s
continuing or future participation in any plan, program, policy or practice provided by the
Company or any of its affiliated companies and for which the Executive may qualify, nor shall
anything herein limit or otherwise affect such rights or obligations as the Executive may have
under any contract or agreement with the Company or any of its affiliated companies, including but
not limited to, the Agreement for Officers, Zone Vice Presidents, Key Executives, and National
Account Executives. Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or agreement with the
Company or any of its affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or agreement except
as explicitly modified by this Agreement.



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     7. FULL
SETTLEMENT. The Company’s obligation to make the payments
provided for in this
Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action
which the Company may have against
the Executive or others. In no event shall the Executive be obligated
to seek other employment or
take any other action by way of mitigation of the amounts payable to
the Executive under any of the
provisions of this Agreement and such amounts shall not be reduced
whether or not the Executive
obtains other employment. The Company agrees to pay as incurred, to
the full extent permitted by
law, all legal fees and expenses which the Executive may reasonably
incur as a result of any contest
(regardless of the outcome thereof) by the Company, the Executive or
others of the validity or
enforceability of, or liability under, any provision of this Agreement or any guarantee
of performance thereof (including as a result of any contest by the Executive about the amount of
any payment pursuant to this Agreement), plus in each case interest on any delayed payment at
the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of
1986, as amended (the “Code”).



     8. LIMITATION
ON COMPENSATION. Notwithstanding anything to the contrary in this Retention
Agreement, if any portion of the compensation under the Retention
Agreement, or under any other
agreement with or plan of the Company (in the aggregate “Total
Payments”) would constitute an
“excess parachute payment” under Section 280G of the
Internal Revenue Code (the “Code”) then the
payments to be made to Executive under the Retention Agreement shall
be reduced such that the value
of the aggregate Total Payments that Executive is entitled to receive shall be one
dollar ($1) less than the maximum amount which Executive may receive without becoming
subject to the tax imposed by Section 4999 of the Code, or which the Company may pay without
loss of deduction under Section 280G of the Code. The calculation of such potential excise
tax liability, as well as the method in which the compensation reduction is applied, shall be
conducted and determined by the Company’s independent accountants whose determinations shall
be binding on all parties.



     9. CONFIDENTIAL
INFORMATION. The Executive shall hold in a fiduciary capacity for the benefit
of the Company all secret or confidential information, knowledge or
data relating to the Company or
any of its affiliated companies, and their respective businesses,
which shall have been obtained by
the Executive during the Executive’s employment by the Company
or any of its affiliated companies
and which shall not be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement).
After termination of the
Executive’s employment with the Company, the Executive shall
not, without the prior written consent
of the Company or as may otherwise be required by law or legal
process, communicate or divulge any
such information, knowledge or data to anyone other than the Company and those designated by it. In
no event shall an asserted violation of the provisions of this
Section 9 constitute a basis for
deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.



     10. SUCCESSORS.
(a) This Agreement is personal to the Executive and shall not be assignable by
the Executive otherwise than by will or the laws of descent and distribution. This



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Agreement shall inure to the benefit of and be enforceable by the Executive’s legal
representatives.




     (b) This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.



     (c) The
Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company
to assume expressly and agree to perform this Agreement in the same
manner and to the same extent
that the Company would be required to perform it if no such
succession had taken place. As used in
this Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor to its
business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation
of law, or otherwise.



     11. MISCELLANEOUS. (a) This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio without reference to principles of conflict of
laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or
effect. This Agreement may not be amended or modified otherwise than by a written agreement executed
by the parties hereto or their respective successors and legal representatives.



     (b) All notices and other communications hereunder shall be in writing and shall be given by
hand delivery to the other party or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:



	 	 	 
	IF TO THE EXECUTIVE:

	 	Charles Denny
	 

	 	7811 Boylston Court
	 

	 	Dublin, OH 43016
	 
	 	 
	IF TO THE COMPANY:

	 	LESCO, INC.
	 

	 	1301 East
9th Street, Suite 1300
	 

	 	Cleveland, OH 44114-1849
	 

	 	Attention: Michael P. DiMino,
	 

	 	President and Chief Executive Officer





or to such other address as either party shall have furnished to the other in writing in accordance
herewith. Notice and communication shall be effective when actually received by the addressee.




     (c) The
invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.



     (d) The
Company may withhold from any amounts payable under this Agreement such Federal, state,
local and/or foreign taxes as shall be required to be withheld
pursuant to any applicable law or
regulation.



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     (e) The
Executive’s or the Company’s failure to insist upon strict compliance with any
provision of this Agreement or the failure to assert any right the
Executive or the Company may have
hereunder, including, without limitation, the right of the Executive to terminate employment
for Good Reason pursuant to Section 4(c)(i)-(iii) of this Agreement, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this Agreement.



     (f) The
Executive and the Company acknowledge that, except as may otherwise be provided under
any other written agreement between the Executive and the Company,
the employment of the Executive
by the Company is “at will” and, subject to Section 2(a)
hereof, the Executive’s employment and this
Agreement may be terminated by either the Executive or the Company at any time prior to the
Effective Date, in which case the Executive shall have no further rights under this Agreement. From
and after the Effective Date, this Agreement shall supersede any other agreement between the parties
with respect to the subject matter hereof.



     (g) In
the event that the Executive’s employment is with LESCO Services, Inc., LESCO Services,
Inc. shall be substituted for LESCO, Inc. in all respects hereunder
except for Section 3 wherein all
references to the term “Company” shall continue to refer to
LESCO, Inc. for purposes of the
definition of Change of Control.



     (h) In the event that LESCO Services, Inc. fails to perform any of its obligations under this
Agreement, LESCO, Inc. shall perform such obligations in the same manner and to the same extent
that LESCO Services, Inc. is required under this Agreement.


IN WITNESS
WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from its Board of Directors, the Company has caused these presents to be executed in
its name on its behalf by the undersigned officer.






	 	 	 	 
	LESCO, INC. 

 	 
	By:  	/s/ Michael P. DiMino
 	 
	Michael P.DiMino	 
	Title: President and 	 
	 	  Chief Executive Officer 	 
	 






	 	 	 	 
	EXECUTIVE 

 	 
	/s/ Charles H. Denny
 	 
	Charles H. Denny	 
	Signature 	 
	 	 
	 









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