EMPLOYMENT RETENTION AGREEMENTEmployee Retention Agreement |
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EXHIBIT 10.5
EMPLOYMENT RETENTION AGREEMENT
THIS
EMPLOYMENT RETENTION AGREEMENT (this “Agreement”), is entered into
between LESCO, Inc., an Ohio corporation (the “Company”), and
KATHLEEN M. MINAHAN (“Employee”), in accordance with the LESCO,
Inc. Employment Retention Plan (the “Plan”), and is made this 19th day of
February, 2007.
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1. |
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INTRODUCTION |
The
Company established the Plan for the purpose of providing certain of its
employees with incentives to continue employment with the Company on an
objective and impartial basis in the event of the Company’s Change in
Control. The Employee desires to continue in the Company’s employment in
accordance with the terms and conditions set forth in the Plan, a copy of which
is attached hereto as Exhibit A and is incorporated herein by reference.
In the event any Plan term or condition conflicts with any term or condition of
the Agreement, the Plan’s term or condition shall, at all times, control.
All terms capitalized throughout the Agreement shall have the meaning set forth
in the Plan, unless otherwise specifically provided for herein.
The
Company and Employee (the “Parties”) now enter into this Agreement
to establish their rights and obligations under the Plan, and, to the extent
not expressly set forth in the Plan, to provide for certain additional rights
and responsibilities of the Parties. In consideration of the Parties’
mutual promises and obligations contained herein and as further established
under the Plan, the Parties, intending to be legally bound, hereby agree to the
terms and conditions set forth below or provided for within the Plan.
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2. |
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TERM OF
AGREEMENT |
The
Term of the Agreement shall be the period commencing on the Effective Date and
ending on the date that is the earlier of the Employee’s Separation from
Service or the first anniversary of the Effective Date.
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3. |
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CHANGE IN
CONTROL PERIOD |
Change
in Control Period shall mean the period commencing with the Effective Date and
ending on the date that ends eighteen (18) months after such Effective
Date.
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4. |
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SEVERANCE
PAYMENTS |
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(a) |
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Upon the
occurrence of a Triggering Event, Company shall pay to Employee the amounts
set forth below, which shall be payable in one lump sum payment within thirty
(30) days of the Triggering Event, unless otherwise specifically
provided for in the Plan or the subsections below: |
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(i) |
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all amounts
specifically set forth in Article II of the Plan; and |
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(ii) |
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an amount equal
to the product of one and one half (1.5) times the Employee’s Annual
Base Salary; and |






