WESCO INTERNATIONAL INC

Potential Payments Upon Termination: Mr. Engel

Each of the following potential scenarios represents circumstances under which Mr. Engel’s employment with the Company could potentially terminate. A description of the compensation benefits due Mr. Engel in each scenario is provided. In each case, the date of the termination is assumed to be December 31, 2025. The amounts described in the table below will change based on the assumed termination date. The determination of compensation due to Mr. Engel upon separation from the Company is governed by his Amended and Restated Employment Agreement dated September 1, 2009 or under the terms of the applicable equity award agreements and company programs. Payment of severance benefits in the event of a termination without cause is subject to the execution of a release.

“Cause” means (a) a material breach of the employment agreement by Mr. Engel; (b) engaging in a felony or 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 stockholders; (c) failure to timely and adequately perform his duties under the employment agreement; or (d) material breach of any manual or written policy, code or procedure of the Company.

“Good Reason” means (a) a reduction in Mr. Engel’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 Mr. Engel’s primary place of employment to a location more than 50 miles from Pittsburgh, Pennsylvania; or (c) any material reduction in Mr. Engel’s offices, titles, authority, duties or responsibilities.

(1)

Termination After Change in Control

Mr. Engel’s benefits upon a change in control of the Company are double-triggered (other than equity awards which vest on a change in control), meaning that he will receive these payments only if (i) there is a change in control and (ii) Mr. Engel’s employment is terminated within two years following a change in control without Cause or by Mr. Engel for Good Reason, in which case Mr. Engel will be entitled to receive:

•

Two times annual base salary.

•

Two times the annual target bonus opportunity.

•

Prorated annual incentive compensation for the portion of the fiscal year employed, if earned.

•

Full vesting of outstanding stock options, SARs, and RSUs. Vesting of performance shares are at target. Under the terms of the award agreements for PSU awarded on or after February 2022, the PSUs will immediately vest as of the date of a change in control at the higher of (i) the target level or (ii) actual performance but assuming that the performance period ended on the latest practicable date on or prior to the date of such change in control.

•

Coverage for health, dental, and vision benefits for 24 months provided executive pays employee portion of premiums.

•

Additional gross-up premium sufficient to reimburse the executive for excise taxes, if any, payable as a result of termination payments plus any income taxes on the reimbursement payment itself. Other than the pre-existing employment agreement with Mr. Engel, the Company has no other agreement with executive officers providing for excise tax gross-ups with respect to payments contingent upon a change in control. In addition, the Company committed that it will not enter into any new or materially amended agreements with executive officers providing for excise tax gross-ups with respect to payments contingent upon a change in control and, indeed, has not entered into any such agreements.

(2)

Involuntary Not for Cause or Executive for Good Reason Termination

•

Monthly base salary continuation for 24 months.

•

An amount equal to the executive’s annual target bonus opportunity.

•

Full vesting of outstanding Stock Options, SARs, and RSUs.

•

Coverage for health, dental, and vision benefits for 24 months provided executive pays employee portion of premiums.

(3)

Death

•

Any accrued and earned but unpaid bonus.

•

Full vesting of outstanding Stock Options, SARs, and RSUs. Vesting of performance shares at target.

(4)

Disability

•

Prorated annual incentive compensation for the portion of the fiscal year employed, if earned on a similar basis as offered to other incentive eligible employees.

•

Full vesting of outstanding Stock Options, SARs, and RSUs. Vesting of performance shares at target.

(5)

Retirement

•

Prorated annual incentive compensation for the portion of the fiscal year employed, if earned on a similar basis as offered to other incentive eligible employees.

•

Mr. Engel is entitled to receive equity award treatment in the event of his retirement on a similar basis as offered to other salaried U.S. employees who are equity award recipients. In the event of Mr. Engel’s termination of service due to early retirement after attaining a minimum age of 60 and a minimum of five years of service with the Company, (i) RSU awards will vest on a pro rata basis, (ii) PSU awards will continue to vest on a pro rata basis on the vesting date, based on actual performance to the extent that the performance metrics are achieved, and (iii) options and SAR awards will vest and become exercisable on a pro rata basis.

(6)

The closing price of Wesco Common Stock on December 31, 2025 (the last trading day of the fiscal year) was $244.64. The amount shown is the excess, if any, of the December 31, 2025 closing price over the exercise price multiplied by the number of SARs and Stock Options.

(7)

Represents the closing stock price on December 31, 2025 (the last trading day of the fiscal year) multiplied by the number of RSUs.

(8)

Represents the closing stock price on December 31, 2025 (the last trading day of the fiscal year) multiplied by the number of performance shares at target.