Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Letter Agreements
On June 22, 2020 (the "Effective Date"), WESCO International, Inc. (the
"Company") entered into new employment letter agreements (each, a "Letter
Agreement") with each of David S. Schulz, Executive Vice President & Chief
Financial Officer, Diane E. Lazzaris, Executive Vice President & General
Counsel, Christine A. Wolf, Executive Vice President & Chief Human Resources
Officer, and Nelson J. Squires III, Executive Vice President & General Manager,
Electrical & Electronic Solutions. Each Letter Agreement supersedes and replaces
the applicable officer's prior employment letter agreement with the Company.
The Letter Agreement with Mr. Schulz provides for a base salary of $650,000 (to
take effect upon expiration of the temporary salary reduction related to
COVID-19 pandemic as described on the Company's Current Report on Form 8-K filed
on April 30, 2020 (the "COVID-19 Reduction"), a target annual bonus opportunity
of 100% of base salary with a payout opportunity of 0-200% of base salary, and
an annual equity award opportunity that is subject to approval by the
Compensation Committee.
The Letter Agreement with Ms. Lazzaris provides for a base salary of $510,000
(to take effect upon expiration of the COVID-19 Reduction), a target annual
bonus opportunity of 75% of base salary with a payout opportunity of 0-150% of
base salary, and an annual equity award opportunity that is subject to approval
by the Compensation Committee.
The Letter Agreement with Ms. Wolf provides for a base salary of $500,000 (to
take effect upon expiration of the COVID-19 Reduction), a target annual bonus
opportunity of 75% of base salary with a payout opportunity of 0-150% of base
salary, and an annual equity award opportunity that is subject to approval by
the Compensation Committee.
The Letter Agreement with Mr. Squires provides for a base salary of $600,000 (to
take effect upon expiration of the COVID-19 Reduction), a target annual bonus
opportunity of 90% of base salary with a payout opportunity of 0-180% of base
salary, and an annual equity award opportunity that is subject to approval by
the Compensation Committee.
Each Letter Agreement also provides for a special award of restricted stock
units (with a grant date fair value of $2,000,000, $1,000,000, $1,000,000 and
$1,500,000 for Mr. Schulz, Ms. Lazzaris, Ms. Wolf and Mr. Squires, respectively)
to be granted on the first trading day that is at least 10 days after the
Effective Date and vesting 30% on each of the first and second anniversaries of
the grant date and 40% on the third anniversary of the grant date, subject, in
each case, to continued employment through the applicable anniversary date. Each
special award will be subject to the terms and conditions set forth in the form
of restricted stock unit award agreement attached hereto as Exhibit 10.1.
Each Letter Agreement also includes a severance provision entitling the
applicable officer to receive the following severance benefits upon the
termination of the officer's employment by the Company without cause or by the
officer for good reason, subject to the officer's execution and nonrevocation of
a general release of claims against the Company: (i) cash severance equal to 12
months of base salary; (ii) a prorated target bonus for the year of termination;
and (iii) continued medical, dental and vision benefits for one year following
termination of employment. Effective as of the Effective Date, each other
executive officer of the Company is covered by a similar contractual severance
provision.
Pursuant to each Letter Agreement, the applicable officer is subject to
noncompetition and employee and customer nonsolicitation restrictions applicable
during employment and for one year thereafter and perpetual confidentiality and
nondisparagement covenants.
The Company will file the Letter Agreements with its next periodic report.
Change in Control Severance Plan
Effective as of the Effective Date, the Board of Directors (the "Board") of the
Company adopted the WESCO International, Inc. Change in Control Severance Plan
(the "CIC Plan"), which will provide severance benefits under certain
circumstances to CIC Plan participants selected by the Compensation Committee of
the Board. Mr. Schulz, Ms. Lazzaris, Ms. Wolf and Mr. Squires, as well as the
other executive officers of the Company as of the Effective Date, have been
selected to participate in the CIC Plan.

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Under the CIC Plan, if a participant's employment is terminated by Company other
than for cause or by the participant for good reason, in each case on or within
two years following a change in control of the Company, the Company will pay or
provide to the participant a cash severance payment equal to the sum of: (i) a
prorated target bonus for the year of termination; (ii) an amount equal to a
multiple (2x for each participant selected to participate as of the Effective
Date) of the participant's base salary plus the participant's target bonus;
(iii) an amount equal to a multiple (2x for each participant selected to
participate as of the Effective Date) of the employer portion of the annual cost
of continued coverage under the Company's healthcare benefit plans (including
medical, prescription, dental and vision coverage); and (iv) an amount that may
be used for outplacement services ($25,000 for each participant selected to
participate as of the Effective Date). This severance payment will be provided
in lieu of any severance benefits to which the participant is otherwise entitled
under any other arrangement with the Company.
As a condition to receipt of the severance benefits, the CIC Plan requires that
each participant execute and not revoke a general release of claims against the
Company and agree to comply with one-year post-termination noncompetition and
employee and customer nonsolicitation covenants and perpetual confidentiality
and nondisparagement covenants.
If any payments or benefits would cause a participant to become subject to the
excise tax imposed under section 4999 of the Internal Revenue Code, then the
severance payment under the CIC Plan will be reduced to the extent required so
that the participant would not be subject to the excise tax if such a reduction
would put the participant in a more favorable after-tax position than if the
participant were to pay the excise tax.
The foregoing description of the CIC Plan is a summary and is qualified in its
entirety by reference to the full text of the CIC Plan, which is attached hereto
as Exhibit 10.2 and incorporated herein by reference.
Assumption of Anixter Share Reserve
In connection with the completion of Company's previously announced acquisition
of Anixter International Inc., a Delaware corporation ("Anixter"), on the
Effective Date the Company assumed a portion of the remaining share reserve
available under Anixter's 2017 Stock Incentive Plan (adjusted to relate to
Company common stock) for use under the Company's 1999 Long-Term Incentive Plan,
as restated May 31, 2017.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.                     Description
10.1                              Form of Restricted Stock Unit Award Agreement (Special Awards)
10.2                              WESCO International, Inc. Change in Control Severance Plan
                                Cover Page Interactive Data File (embedded within the Inline XBRL
104                             document)

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