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10-Q - FORM 10-Q - ANIXTER INTERNATIONAL INCc57740e10vq.htm
EX-32.2 - EX-32.2 - ANIXTER INTERNATIONAL INCc57740exv32w2.htm
EX-32.1 - EX-32.1 - ANIXTER INTERNATIONAL INCc57740exv32w1.htm
EX-31.2 - EX-31.2 - ANIXTER INTERNATIONAL INCc57740exv31w2.htm
EX-31.1 - EX-31.1 - ANIXTER INTERNATIONAL INCc57740exv31w1.htm
EX-10.1 - EX-10.1 - ANIXTER INTERNATIONAL INCc57740exv10w1.htm
This Document Constitutes Part of a
Prospectus Covering Securities that Have Been
Registered Under the Securities Act of 1933
2010 Restricted Stock Unit Grant Agreement
     This Grant is made as of the 1st day of March, 2010 (“Date of Grant”) by Anixter International Inc., a Delaware corporation (the “Corporation”), to «FirstName» «LastName» (“Participant”).
     Section 1. Grant of Stock Units. On the terms and conditions stated herein, the Corporation hereby grants to the Participant «RSU_Grant» stock units (“Units”), convertible to shares of the Corporation on a one-for-one basis.
     Section 2. Vesting, Conversion and Forfeiture. One third of the Units shall vest on each anniversary of the Date of Grant beginning with the «RSUVest» anniversary of the Date of Grant. Units shall convert to shares of stock on the date they vest. If at a time the Units are not vested (i) Participant’s employment with Corporation is terminated or (ii) any transfer of the Units shall be made in violation of this Agreement, the Units and any distributions thereon shall be forfeited and, in the case of transfer, may be reacquired by the Corporation, upon notice to Participant or any transferee, at no cost to the Corporation.
     Section 3. Right of Recoupment. The Grant of the Units is expressly made subject to and conditioned on the following understanding. Participant acknowledges and agrees that if (i) the financial results of the Corporation for its fiscal year immediately preceding the Date of Grant are restated and (ii) the Compensation Committee of the Board of Directors of the Corporation (“Committee”) determines, in its sole discretion, that (A) Participant engaged in conduct that caused or partially caused the need for the restatement and (B) a lesser Grant would have been made to Participant under this Agreement based on the restated financial results then (i) the Corporation shall have the right to recoup from Participant the amount of any overpayment of compensation attributable to the Grant or such other amount, up to the full compensation realized by Participant with respect to the Grant, as the Committee determines, in its sole discretion, based on its review of the relevant facts (“Recoupment Amount”) and (ii) the Corporation shall have the right to effect such recoupment by (A) cancelling unvested Units or other options or restricted stock units held by Participant, (B) to the extent permitted by law, offsetting such recoupment obligation against any other obligation of the Corporation to Participant, or (C) demanding repayment from Participant. In the event that a restatement impacts more than one fiscal year, the Corporation may exercise this recoupment right with respect to each fiscal year that is subject to restatement. This recoupment right shall be a separate contract right enforceable by the Corporation against Participant and shall be in addition to, and not in substitution for, any and all other rights or remedies that the Corporation may have against Participant with respect to Participant’s conduct and the restatement, including any right the Corporation may have under Section 304 of the Sarbanes-Oxley Act of 2002. The Corporation shall also be entitled to (i) interest on the Recoupment Amount at a reasonable rate of interest and (ii) to reimbursement of all costs of collection.
     Section 4. Prohibited Transfers. Any sale, hypothecation, encumbrance or other transfer of Units is prohibited unless the same shall have been consented to in advance in writing by the Corporation (which consent may be withheld in the sole discretion of the Corporation).
     Section 5. Withholding Taxes. As a condition to the grant, vesting or conversion of the Units acquired hereunder, the Corporation shall withhold the number of whole Units required for the satisfaction of any Federal, state or local withholding tax obligations that may arise in connection therewith.



«FirstName» «LastName»
Page 2
     Section 6. Retention of Certificate and Any Distributions. The Treasurer or any Assistant Treasurer shall retain on behalf of Participant, until the Units are converted, all certificates and distributions pertaining to the Units. Upon conversion and subject to the withholding of the number of Units sufficient for payment of withholding tax, the certificates and all distributions (with or without interest on any cash distributions, as determined from time to time by the Corporation in its sole discretion) shall be delivered to Participant.
     Section 7. Parties in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors, assigns and personal representatives.
     Section 8. Specific Performance. In the event of a breach of this Agreement by any party hereto, any other party hereto shall be entitled to secure specific performance of this Agreement in any court of competent jurisdiction.
     Section 9. Notices, etc. All notices and other communications required or permitted hereunder will be in writing and will be mailed by first-class mail, postage prepaid, addressed (a) if to Corporation at:
2301 Patriot Boulevard
Glenview, Illinois 60026
Attn: General Counsel
or at such address as Corporation will have furnished to Participant in writing, or (b) if to Participant at:
Then current address in
the records of Corporation.
or at such other address as Participant will have furnished to Corporation in writing in accordance with this Section.
     All notices and other communications to be given hereunder shall be given in writing. Except as otherwise specifically provided herein, all notices and other communications hereunder shall be deemed to have been given if personally delivered to the party being served, or two business days after mailing thereof by registered mail, return receipt requested, postage prepaid, to the requisite address set forth above (until notice of change thereof is served in the manner provided in this Section).
     Section 10. No Right to Employment. Nothing in this Agreement or in the act of granting the Units to Participant shall give Participant any rights to continue to be employed by Corporation.
     In Witness Whereof, the Corporation has caused this Grant to be executed on its behalf by its officer duly authorized to act on behalf of the Corporation.
Anixter International Inc.
a Delaware corporation
  Dennis J. Letham     
Its:   Executive Vice President — Finance     
  and Chief Financial Officer