RESTRICTED STOCK UNIT AGREEMENT
This Restricted Stock Unit 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 “Grantee”).
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, Restricted Stock Units 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 “RSU Shares”).
To evidence the Restricted Stock Units and to set forth its terms and conditions under the Plan, the Company
and the Grantee agree as follows:
1. Confirmation of Grant .
(a) The Company grants to the Grantee, effective as of the date of this Agreement, Restricted Stock Units
(“RSUs”) with respect to the RSU Shares. This Agreement is subordinate to, and the terms and conditions of the
RSUs are subject to, the terms and conditions of the Plan.
(b) The RSUs granted under this Agreement shall be reflected in a bookkeeping account maintained by the
Company through the date on which the RSUs become vested pursuant to Section 2 or Section 7 or are forfeited
pursuant to Section 3. If and when the RSUs become fully vested pursuant to Section 2 or Section 7, and upon
the satisfaction of all other applicable conditions on the RSUs, the RSUs (and any related Dividend Units
described in Section 1(c) below) not forfeited pursuant to Section 3 shall be settled in shares of Common Stock
as provided in Section 1(e) and otherwise in accordance with the Plan.
(c) With respect to each RSU, whether or not vested, that has not been forfeited (but only to the extent the
award of RSUs has not been settled fo