The parties to
this Employment Agreement (this “Agreement”) are WESCO
International, Inc., a Delaware corporation (the
“Company”), and Leslie J. Parrette, Jr. (the
“Executive”). The parties wish to provide for the
employment of the Executive as Senior Vice President, Legal Affairs
of the Company as of the date first above written (the
“Effective Date”).
Accordingly, the
parties, intending to be legally bound, agree as
follows:
1.1. Titles;
Reporting; Duties . During the Employment Term (as defined in
Section 2), the Company shall employ the Executive and the
Executive shall serve the Company as its Senior Vice President,
Legal Affairs on an at-will basis. As Senior Vice President Legal
Affairs of the Company, the Executive shall report to and otherwise
shall be subject to the direction and control of the Chairman
and/or Chief Executive Officer of the Company and shall have such
duties, responsibilities and authorities consistent with such
position as may be assigned to him from time to time. The Executive
shall use his best efforts to promote the Company’s interests
and he shall perform his duties and responsibilities faithfully,
diligently and to the best of his ability, consistent with sound
business practices. The Executive may be required to provide
services to, or otherwise serve as an officer or director of any
direct or indirect subsidiary of the Company. The Executive shall
comply with the Company’s policies applicable to executive
officers of the Company.
1.2. Outside
Activities . The Executive shall devote substantially all of
his full working time to the business and affairs of the Company.
Notwithstanding the preceding sentence, the Executive may, with the
prior approval of the Chairman and/or Chief Executive Officer,
engage in such other business and charitable activities that do not
violate Section 8, create a conflict of interest or the
appearance of a conflict of interest with the Company or materially
interfere with the performance of his obligations to the Company
under this Agreement.
1.3. Place of
Employment . The Executive shall perform his duties under this
Agreement at the Company’s principal executive offices in
Pittsburgh, Pennsylvania with the likelihood of substantial
business travel.
2. Term of
Employment . The term of the Executive’s employment by
the Company under this Agreement shall be for a period of two
(2) years commencing on the Effective Date (the
“Employment Term”). The Employment Term shall be
subject to earlier termination under Section 5 or
Section 6 or extension as described in the next sentence. The
Employment Term shall be extended automatically for an additional
year as of the first anniversary of the Effective Date and as of
each subsequent annual anniversary of the Effective Date (each such
anniversary is referred to herein as an “Anniversary
Date”) unless at least ninety (90) days prior to any
such Anniversary Date either party shall have given notice to the
other party that the Employment Term shall not be so
extended.
3.1. Base
Salary . During the Employment Term, the Executive shall be
entitled to receive a base salary (“Base Salary”) at
the annual rate of $300,000 for services rendered to the Company or
any of its direct or indirect subsidiaries, payable semi-monthly in
accordance with the Company’s regular payroll practices. The
Executive’s Base Salary will be reviewed annually by the
Compensation Committee Board of Directors of the Company (the
“Board”) and may be adjusted in the Compensation
Committee’s discretion.
3.2. Annual
Bonus Compensation . During the Employment Term, the Executive
also shall be entitled to receive incentive compensation
(“Bonus”) in such amounts, ranging from 0% to 150% of
Base Salary, and at such times as the Compensation Committee of the
Board may determine in its discretion to award to him under any
incentive compensation or other bonus plan or plans for senior
executives of the Company as may be established by
1
the Company
from time to time (collectively, the “Executive Bonus
Plan”). Such Bonus amounts shall be based upon the degree of
achievement of Company earnings, sales growth and return on
investment or other performance criteria established by the
Compensation Committee of the Board. Bonus amounts may be adjusted
at the sole discretion of the Compensation Committee.
3.3. Long-Term
Incentive, Equity Awards and Stock Ownership . Annual long-term
incentive awards are made on or about July 1, and your initial
grant in 2009 will have a Black – Scholes value in the range
of $225,000 — $250,000. Future grants of stock appreciation
rights or other forms of long-term incentive awards to the
Executive shall be based upon performance and award guidelines
established periodically by the Compensation Committee of the
Board.
Additionally,
stock appreciation rights (SARs) equal to the number of shares
purchased for long-term investment within the first twelve months
of employment (up to the equivalent of two times your annual base
salary) will be granted with the approval of the Compensation
Committee and the Board of Directors. The strike price will be set
at the closing price on the date of purchase on the open market in
one or more transactions, not to exceed three trading days.
Purchase of shares must comply with the Company’s policy
regarding insider trading. These SARs will vest ratably over three
years.
Executive will
achieve and maintain an ownership portion in WESCO stock equal to
two (2) times your base salary, in accordance with company
practice on or before 12/31/2012.
4. Expenses
and Other Benefits .
4.1.
Reimbursement of Expenses . During the Employment Term, the
Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by him (in accordance with the
policies and practices presently followed by the Company or as may
be established by the Board for its senior executive officers) in
performing services under this Agreement, provided that the
Executive properly accounts for such expenses in accordance with
the Company’s policies.
4.2. Employee
Benefits . During the Employment Term, the Executive shall be
entitled to participate in and to receive benefits as a senior
executive under all of the Company’s employee benefit plans,
programs and arrangements available to senior executives, subject
to the eligibility criteria and other terms and conditions thereof,
as such plans, programs and arrangements may be duly amended,
terminated, approved or adopted by the Board from time to time.
Executive shall be entitled to four weeks of vacation
annually.
4.3. Automobile
Allowance . During the Employment Term, the Executive shall be
entitled to an automobile allowance of $1,000 per month.
5.
Termination of Employment .
5.1. Death
. The Executive’s employment under this Agreement shall
terminate upon his death.
5.2.
Termination by the Company . The Executive’s
employment under this Agreement shall be employment-at-will. The
Company may terminate the Executive’s employment under this
Agreement at any time with or without Cause (as defined below). For
purposes of this Agreement, the Company shall have
“Cause” to terminate the Executive’s employment
under this Agreement and may complete such termination within
30 days after the Company gives notice to the Executive that
it believes it has cause to terminate his employment by reason of
any of the following: (a) a material breach of this Agreement
by the Executive; (b) the Executive engaging in a felony or
engaging in conduct which is in the good faith judgment of the
Board, applying reasonable standards of personal and professional
conduct, injurious to the Company, its customers, employees,
suppliers, or shareholders; (c) the Executive’s
inability to meet the expectations of his job responsibilities or
failure to timely and adequately perform his duties under the
Agreement; or (d) the Executive’s material breach of any
manual or written policy, code or procedure of the
Company.
2
5.3.
Termination by the Executive . The Executive may terminate
his employment under this Agreement with or without Good Reason (as
defined below). If such termination is with Good Reason, the
Executive shall give the Company written notice, which shall
identify with reasonable specificity the grounds for the
Executive’s resignation and provide the Company with thirty
(30) days from the day such notice is given to cure the alleged
grounds for resignation contained in the notice. A termination
shall not be for Good Reason if such notice is given by the
Executive to the Company more than sixty (60) days after the
occurrence of the event that the Executive alleges is Good Reason
for his termination hereunder. For purposes of this Agreement,
“Good Reason” shall mean any of the following to which
the Executive shall not consent in writing: (a) a reduction in
the Executive’s Base Salary, excluding any reduction that
occurs in connection with an across-the-board reduction of the
salaries of the entire senior management team; (b) a
relocation of the Executive’s primary place of employment to
a location more than 50 miles from Pittsburgh, Pennsylvania without
the consent of the Executive; or (c) any material reduction in
the Executive’s offices, titles, authority, duties or
responsibilities without the consent of the Executive. Termination
by the Executive for purposes of accepting employment with another
organization or in another location shall not be considered Good
Reason.
5.4. Date of
Termination . “Date of Termination” shall mean the
earlier of (a) the date of expiration of the Employment Term
(as set forth in Section 2) and (b) if the
Executive’s employment is terminated (i) by his death,
the date of his death, or (ii) pursuant to the provisions of
Section 5.2, Section 5.3 or Section 6, as the case
may be, the date on which the Executive’s employment with the
Company actually terminates.
6.
Disability . The Executive shall be determined to be
“Disabled” (and the provisions of this Section 6
shall be applicable) if the Executive is unable to perform his
duties under this Agreement on essentially a full-time basis for
six (6) consecutive months by reason of a physical or mental
condition (a “Disability”) and, within thirty
(30) days after the Company gives notice to the Executive that
it intends to replace him due to his Disability, the Executive
shall not have returned to the performance of his duties on
essentially a full-time basis. Upon a determination that the
Executive is Disabled, the Company may replace the Executive
without breaching this Agreement.
7.
Compensation of the Executive upon Termination .
7.1. Death
. If the Executive’s employment under this Agreement is
terminated by reason of his death, the Company shall pay to the
person or persons designated by the Executive for that purpose in a
notice filed with the Company, or, if no such person shall have
been so designated, to his estate, the amount of (a) the
Executive’s accrued but unpaid Base Salary through the Date
of Termination, (b) any earned unpaid annual Bonus; provided
that such Bonus is determined to have been earned and approved by
the Compensation Committee and provided that such Bonus shall be
payable at such time as the bonuses of other senior executives are
payable by the Company and (c) any other amounts that may be
reimbursable by the Company to the Executive as expressly provided
under this Agreement. Any amounts payable under this
Section 7.1 shall be exclusive of and in addition to any
payments which the Executive’s widow, beneficiaries or estate
may be entitled to receive pursuant to any employee benefit plan or
program maintained by the Company.
7.2.
Disability . In the event of the Executive’s
termination by reason of Disability pursuant to Section 6, the
Executive shall continue to receive his Base Salary as well as all
welfare benefits (on an equivalent basis to Section 7.4(a)(v)
below) through the Date of Termination; provided, however, that
such Base Salary payments and continued benefits shall be offset
dollar-for-dollar by the amount of any disability income payments
provided to the Executive under any Company disability policy to
the extent that such disability insurance was funded by the
Company.
7.3. By the
Company for Cause or the Executive Without Good Reason . If the
Executive’s employment is terminated by the Company for
Cause, or if the Executive terminates his employment other than for
Good Reason, the Company shall pay to the Executive, within thirty
(30) days of the Date of Termination, the amount of any accrued but
unpaid Base Salary through the Date of Termination and the Company
thereafter shall have no further obligation to the Executive under
this Agreement, other than for payment of any amounts accrued and
vested under any employee benefit plans or programs of the
Company.
3
7.4. By the
Executive for Good Reason or the Company other than for Cause
.
(a)
Severance Benefits on Non-Change in Control Termination .
Subject to the provisions of Section 7.4(b) and
Section 7.4(d), if prior to the occurrence of a Change in
Control or more than one (1) year after the occurrence of a
Change in Control the Company terminates the Executive’s
employment without Cause, or the Executive terminates his
employment for Good Reason, then the Executive shall be entitled to
the following benefits (the “Severance
Benefits”):
(i) the
sum of his accrued but unpaid Base Salary through the Date of
Termination, that amount being payable in a single lump sum cash
payment within thirty (30) days of the Date of
Termination;
(ii) a
cash amount equal to the Executive’s pro rata Bonus for the
fiscal year in which the Date of Termination occurs, if such Bonus
is deemed earned and approved by the Compensation Committee the
cash bonus will be payable at such time as bonuses for the annual
period are paid to other executive officers of the Company (such
pro rata Bonus shall be based on a fraction, the numerator of which
is the number of days from the first day of the fiscal year of the
Company in which such termination occurs through and including the
Date of Termination and the denominator of which is
365);
(iii) a
cash amount equal to 1.75 times the Executive’s monthly Base
Salary in effect at the Date of Termination that amount being
payable in monthly installments for eighteen (18) months
following the Date of Termination;
(iv) the
Executive shall be fully vested in his stock options, stock
appreciation rights and other equity awards except for any such
stock options, stock appreciation rights and other equity awards
that will remain unvested and be forfeited if their vesting is
specifically conditioned on the achievement of operational and/or
financial performance criteria that have not been met. Any and all
vested stock options, stock appreciation rights and other equity
awards will remain excercisable for a period of 60 days
following the date of termination; and
(v) the
Company shall pay the full cost of the Executive’s COBRA
continuation coverage as such coverage is required to be continued
under applicable law; provided, however, that, notwithstanding the
foregoing, the benefits described in this Section 7.4(a)(v)
may be discontinued prior to the end of the period provided in this
subsection (v) to the extent, but only to the extent, that the
Executive receives substantially similar benefits from a subsequent
employer.
(b)
Change in Control Benefits . Subject to the provisions of
Section 7.4(b) and Section 7.4(d), if within the one
(1)-year period following the occurrence of a Change in Control the
Company terminates the Executive’s employment without Cause,
or the Executive terminates his employment for Good Reason, then
the Executive shall be entitled to the following Severance
Benefits:
(i) the
sum of his accrued but unpaid Base Salary through the Date of
Termination, that amount being payable in a single lump sum cash
payment within thirty (30) days of the Date of
Termination;
(ii) a
cash amount equal to the Executive’s pro rata Bonus for the
fiscal year in which the Date of Termination occurs, if
s
|
