STOCK APPRECIATION RIGHTS AGREEMENT
This Stock Appreciation Rights Agreement dated as of ___, is between WESCO International, Inc., a
Delaware corporation (the “Company”), and the Grantee whose name appears on the signature page (the
The Board of Directors of the Company (the “Board”) has designated the Compensation Committee of the
Board (the “Committee”) to administer the Company’s 1999 Long-Term Incentive Plan (as amended from time
to time, the “Plan”).
The Board has determined to grant to the Grantee, under the Plan, a Stock Appreciation Right with respect to
the aggregate number of shares of the Company’s Common Stock, par value $.01 per share (the “Common
Stock”), set forth on the signature page (the “SAR Shares”) at an exercise price of $ per SAR Share.
To evidence the Stock Appreciation Right, and to set forth its terms and conditions under the Plan, the
Company and the Grantee agree as follows:
1. Confirmation of Grant; Exercise Price . The Company grants to the Grantee, effective as of the date of this
Agreement, a Stock Appreciation Right (the “SAR”) with respect to the SAR Shares at an exercise price of $
per share (the “Exercise Price”). This Agreement is subordinate to, and the terms and conditions of the
SAR are subject to, the terms and conditions of the Plan.
2. Vesting Term . Equally at a rate of one-third of the amount granted on ___, ___ and ___ as long as the
Grantee is employed by the Company or one of its subsidiaries. Notwithstanding the foregoing, the SARs shall be
100% fully vested upon the Grantee’s Retirement at Normal Retirement Age, death or Permanent Disability (as
3. Exercisability . Provided that the Grantee remains employed by the Company through each vesting date,
and to the extent the SAR has not previously expired, each SAR shall be exercisable upon vesting.
4. Termination of SAR.
(a) Normal Termination Date . Unles