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Appendix A WESCO INTERNATIONAL, INC. 2021 Omnibus Incentive Plan
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(r) Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
(s) Fair Market Value means, except as otherwise determined by the Committee, the closing price of a Share on the Applicable Exchange
on the date of measurement or, if Shares were not traded on the Applicable Exchange on such measurement date, then on the immediately preceding date on which Shares were traded on the Applicable Exchange, as reported by such source as the Committee
may select. If there is no regular public trading market for Shares, the Fair Market Value of a Share shall be determined by the Committee in good faith and, to the extent applicable, such determination shall be made in a manner that satisfies
Sections 409A and 422(c)(1) of the Code.
(t) Full-Value Award means any Award other than a Stock Option, Stock Appreciation Right
or Cash Award.
(u) Grant Date means (i) the date on which the Committee by resolution selects an Eligible Individual to
receive a grant of an Award and determines the number of Shares, or the formula for earning a number of Shares, to be subject to such Award or the cash amount subject to such Award, or (ii) such later date as the Committee shall provide in such
resolution.
(v) Incentive Stock Option means any Stock Option designated in the applicable Award Agreement as an incentive
stock option within the meaning of Section 422 of the Code, and that in fact so qualifies.
(w) Incumbent Board has the
meaning set forth in Section 10(e)(ii).
(x) Individual Agreement means an employment, consulting or similar agreement between
a Participant and the Company or one of its Subsidiaries or Affiliates, and, after a Change in Control, a change in control or salary continuation agreement between a Participant and the Company or one of its Subsidiaries or Affiliates. If a
Participant is party to both an employment agreement and a change in control or salary continuation agreement, the employment agreement shall be the relevant Individual Agreement prior to a Change in Control, and, the change in control
or salary continuation agreement shall be the relevant Individual Agreement after a Change in Control.
(y) Nonqualified Stock
Option means any Stock Option that is not an Incentive Stock Option.
(z) Other Stock-Based Award means an Award granted
pursuant to Section 8.
(aa) Outstanding Company Common Stock has the meaning set forth in Section 10(e)(i).
(bb) Outstanding Company Voting Securities has the meaning set forth in Section 10(e)(i).
(cc) Participant means an Eligible Individual to whom an Award is or has been granted.
(dd) Performance Goals means the performance goals established by the Committee in connection with the grant of an Award. Such goals
shall be based on the attainment of specified levels of one or more of the following measures: stock price, total stockholder return, earnings (whether based on earnings before taxes, earnings before interest and taxes or earnings before interest,
taxes, depreciation and amortization), earnings per share, return on equity, return on assets, operating assets, or net operating assets, asset quality, efficiency ratio, liquidity, market share, customer service measures or indices, economic value
added, shareholder value added, embedded value added, combined ratio, pre- or after-tax income, net income, cash flow (before or after dividends), cash flow per share
(before or after dividends), free cash flow, gross margin, billing margin, pre- or after-tax profit margins, margin improvement, risk-based capital, revenues, revenue
growth, sales, sales growth, return on capital (whether based on return on total capital or return on invested capital), cash flow return on investment, cost control, gross profit, operating profit, cash generation, unit volume, asset quality, cost
saving levels, synergies, productivity targets or ratios, milestones in connection with strategic or operating initiatives, market-spending efficiency, or change in working capital, in each case with respect to the Company or any one or more
Subsidiaries, divisions, business units or business segments thereof, either in absolute terms or relative to the performance of one or more other companies (including an index covering multiple companies).
(ee) Person has the meaning set forth in Section 10(e)(i).
(ff) Plan means the WESCO International, Inc. 2021 Omnibus Incentive Plan, as set forth herein and as hereinafter amended from time to
time.
(gg) Prior Plan means the WESCO International, Inc. 1999 Long-Term Incentive Plan, as amended and restated effective
May 31, 2017.
(hh) Replaced Award has the meaning set forth in Section 10(b).
(ii) Replacement Award has the meaning set forth in Section 10(b).
(jj) Restricted Stock means an Award granted under Section 6.
(kk) Restricted Stock Unit has the meaning set forth in Section 7(a).
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WESCO International, Inc. - 2021 Proxy Statement
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