Common use of Acknowledgment and Release Clause in Contracts

Acknowledgment and Release. A. In consideration of the Company’s execution of this Agreement and the obligations as set forth herein upon the Company, Executive, for and on behalf of herself and her heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or her serving in any capacity in respect of any member of the Company Group, both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement, including, without limitation, any claim for any severance or other benefits which, but for this Agreement, might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of her employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law. By signing this Agreement, Executive acknowledges that she intends to waive and release any such rights known or unknown she may have against the Company Releasees as of the date of Executive’s execution of this Agreement; provided, that, Executive does not waive or release (i) claims with respect to the right to enforce this Agreement, (ii) claims with respect to any vested and accrued right Executive may have under any employee pension or welfare benefit plan of the Company, (iii) any rights to indemnification provided for by any applicable insurance policy or the Company’s charter or by-laws or under the Indemnification Agreement between the Parties dated as of [ ], or (iv) claims which Executive may have solely by virtue of her status as a shareholder of the Company.

Acknowledgment and Release. A. In consideration of Employee acknowledges that the Company’s execution of payments and benefits he is to receive pursuant to this Agreement and the obligations as set forth herein upon the Company, Executive, for and on behalf shall be in full satisfaction of herself and her heirs and assigns, hereby waives and releases any common law, statutory or other complaints, all claims, charges or demands, causes of action action, and damages, if any, against WESCO and its past and present parent company, subsidiaries, affiliates, shareholders, directors, officers, employees, agents, insurers, predecessors, successors and assigns (collectively, “the Released Parties”) arising out of or relating to ExecutiveEmployee’s employment or termination of employment with, or her serving in any capacity in respect of any member with WESCO. Except for the obligations of the Company Grouprespective parties under this Agreement, Employee does, for himself and his heirs, personal representatives, successors and assigns, hereby irrevocably release and forever discharge the Released Parties of and from any and all manner of actions, causes of action, claims, suits, debts, dues, sums of money, controversies, agreements, promises, demands and damages whatsoever, both known at law and unknown, in law or in equity, which Executive may now have known or ever had against unknown, arising under any member of the Company Group federal, state or local law, rule, ordinance or regulation (including any shareholdercommon law and including, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectivelybut not limited to, the “Company Releasees”) up to and including Civil Rights Act of 1964, as amended, the date Civil Rights Act of Executive’s execution 1866, as amended, the Civil Rights Act of this Agreement1991, including, without limitation, any claim for any severance or other benefits which, but for this Agreement, might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of her employment with the Company Group under, by way of example and not limitationas amended, the Age Discrimination in Employment Act of 1967 (“ADEA”1967, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Washington Law Against Discrimination, all as amended, and all other the Americans with Disabilities Act, as amended, and any similar state and local laws), which he now has or ever had or may in the future have, arising out of or relating to any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement for, on account of, relating to, or arising out of any transactions, matters or events that have occurred prior to the Effective Date of this Agreement (as defined below). Employee further agrees that he shall not be entitled to benefit from any charge or complaint filed by him or on his behalf, based upon claims arising from or attributable in any way to his employment with WESCO or the termination thereof, before any federal, state or local court or administrative agency, and local statutesEmployee waives his right to any such monetary or other relief. This release is unqualified and covers any type of relief, ordinancesno matter how labeled, regulations including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering or mental anguish, costs, attorneys’ fees and expenses and claims to be reinstated to employment with WESCO. Employee understands that nothing in this Agreement prevents or precludes him from challenging or seeking a determination in good faith of the common law. By signing validity of the waiver solely under the Age Discrimination in Employment Act contained in this Agreement, Executive acknowledges nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. Employee and WESCO acknowledge and agree that she intends to waive and this release any such rights known or unknown she may have against the Company Releasees as of the date of Executive’s execution of this Agreement; provided, that, Executive does not waive affect Employee's rights, if any, to indemnification from WESCO and WESCO’s direct or release (i) claims with respect indirect subsidiaries pursuant to the right to enforce this Agreement, provisions of WESCO’s (iior any of WESCO’s subsidiaries’) claims with respect to any vested and accrued right Executive may have under any employee pension or welfare benefit plan articles of the Company, (iii) any rights to indemnification provided for by any applicable insurance policy or the Company’s charter incorporation or by-laws or under any directors and officers liability insurance policies maintained by WESCO, in each case subject to the Indemnification Agreement between terms and conditions imposed by the Parties dated as articles of [ ]incorporation, or (iv) claims which Executive may have solely by virtue of her status as a shareholder of by-laws, the Companyinsurance contracts and applicable law.

Acknowledgment and Release. A. In consideration of the Company’s execution of this Agreement Agreement, and the obligations as set forth herein upon except with respect to the Company’s obligations arising under this Agreement, Executive, for and on behalf of herself himself and her his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or her his serving in any capacity in respect of, or his status at any time as a holder of any securities of, any member of the Company Group, both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator director or fiduciary officer of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement), including, without limitation, any claim for any severance or other benefits which, benefit which but for this Agreement, Agreement might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of her his employment with the Company Group under, by way of example and not limitation, under the Age Discrimination in Employment Act of 1967 (“ADEA”, ,” a law which prohibits discrimination on the basis of age against persons age 40 and olderage), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Equal Pay Act; the Rehabilitation Act of 1973; the Worker Adjustment and Retraining Notification Act; the Washington Law Against DiscriminationCalifornia Fair Employment and Housing Act, the California Family Rights Act, California law regarding Relocations, Terminations, and Mass Layoffs, the California Labor Code, all as amended, ; and all other federal, state and local statutes, ordinances, regulations ordinances and the common lawregulations. By signing this Agreement, Executive acknowledges that she he intends to waive and release any such rights known or unknown she he may have against the Company Releasees as of the date of Executive’s execution of this Agreementunder these and any other laws; provided, that, Executive does not waive or release (i) claims with respect to the right to enforce this Agreement, the Performance Shares Award Agreement or the Stock Option Agreement, (ii) claims with respect to any vested and accrued right Executive may have under any employee pension or welfare benefit plan of the Company, or (iii) any rights to indemnification provided for preserved by any applicable insurance policy or the Company’s charter or by-laws or under the Indemnification Agreement between the Parties dated as of [ ], or (iv) claims which Executive may have solely by virtue of her status as a shareholder Section 14 of the CompanyEmployment Agreement.

Acknowledgment and Release. A. In consideration Employee acknowledges that the payments and benefits he is to receive pursuant to this Agreement shall be in full satisfaction of all claims, if any, against WESCO, and their subsidiaries, affiliates, shareholders, directors, officers, employees and agents, past and present. Except for the obligations of the Company’s execution of respective parties under this Agreement and the obligations as set forth herein upon the CompanyAgreement, ExecutiveEmployee does, for himself, and on behalf of herself and her heirs his heirs, personal representatives, successors and assigns, hereby waives irrevocably release and releases discharge, WESCO, their subsidiaries, affiliates, stockholders, directors, officers, employees and agents, past and present, and WESCO's predecessors, successors and attorneys, of and from any common lawand all manner of actions, statutory or other complaintscauses of action, claims, charges or causes suits, debts, dues, sums of action arising out of or relating to Executive’s employment or termination of employment withmoney, or her serving in any capacity in respect of any member of the Company Groupcontroversies, agreements, promises and demands whatsoever, both known at law and unknown, in law or in equity, which Executive may now have known or ever had against unknown, arising under any member of the Company Group federal, state or local law, rule, ordinance or regulation (including any shareholdercommon law and including, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectivelybut not limited to, the “Company Releasees”) up to and including the date Civil Rights Act of Executive’s execution of this Agreement1964, including, without limitation, any claim for any severance or other benefits which, but for this Agreement, might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of her employment with the Company Group under, by way of example and not limitationas amended, the Age Discrimination in Employment Civil Rights Act of 1967 (“ADEA”1866, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Actas amended, the Civil Rights Act of 1991, as amended, the Age Discrimination in Employment Act, of 1967, as amended, and the Americans With with Disabilities Act Act, as amended, and any similar state and local laws), which he now has or ever had or may in the future have, for, upon, or by reason of 1990any matter, Title VII cause or thing whatsoever from the beginning of the Civil Rights world to the date of this Agreement for, on account of or arising out of any transactions or events that have occurred prior to the Effective Date of this Agreement (as defined below). Employee further agrees that he shall not be entitled to benefit from any charge or complaint filed by him or on his behalf, based upon claims arising from or attributable in any way to his employment with WESCO or the termination thereof, before any federal, state or local court or administrative agency, and Employee waives his right to any such monetary or other relief. This release is unqualified and for any relief, no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, attorneys' fees and expenses and claims to be reinstated to employment with WESCO. Employee understands that nothing in this Agreement prevents or precludes him from challenging or seeking a determination in good faith of the validity of the waiver solely under the Age Discrimination in Employment Act contained in this Agreement, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. Employee and WESCO acknowledge and agree that this release does not affect Employee's rights, if any, to indemnification or advancement of 1964expenses under Article VI of WESCO International, Inc.'s bylaws or to coverage under applicable directors and officers insurance policies, in each case subject to the terms and conditions imposed by the bylaws, the insurance contracts and applicable law. As the principal financial officer of the Company, Employee Retirement Income Security Act has regularly reviewed the quarterly and annual reports of 1974, the Family Medical Leave Act, the Securities Act of 1933, Company filed under the Securities Exchange Act of 1934, and the Washington Law Against Discrimination, all as amended, and all other federal, state provided the required certifications under Sections 302 and local statutes, ordinances, regulations 906 of the Xxxxxxxx-Xxxxx Act and the common law. By signing this Agreementrules under the SEC 1934 Act implementing Sections 302 and 906 which relate to, Executive acknowledges that she intends to waive and release any such rights known or unknown she may have against among other matters, the information in the periodic reports filed by the Company Releasees with the SEC, including the financial statements of the Company and other financial information included in the reports, and the design and evaluation of disclosure controls and procedures and internal control over financial reporting and any fraud involving management or other employees. Employee represents that, in connection with the annual report of the Company for the year ended December 31, 2011 to be filed on or about February 22, 2012 and the recently released earnings report for 2011, nothing has come to his attention as of February 3, 2012 that would cause him to be unable to provide the date of Executive’s execution of this Agreement; provided, that, Executive does not waive or release (i) claims unqualified certifications under Sections 302 and 906 with respect to the right to enforce this Agreementyear ended December 31, (ii) claims with respect to any vested and accrued right Executive may have under any employee pension or welfare benefit plan of the Company, (iii) any rights to indemnification provided for by any applicable insurance policy or the Company’s charter or by-laws or under the Indemnification Agreement between the Parties dated as of [ ], or (iv) claims which Executive may have solely by virtue of her status as a shareholder of the Company2011.

Acknowledgment and Release. A. In consideration of the Company’s execution of this Agreement and the obligations as set forth herein upon the Company, Executive, for and on behalf of herself himself and her his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or her his serving in any capacity in respect of any member of the Company Group, both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement, including, without limitation, any claim for any severance or other benefits which, but for this Agreement, might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of her his employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law. By signing this Agreement, Executive acknowledges that she he intends to waive and release any such rights known or unknown she he may have against the Company Releasees as of the date of Executive’s execution of this Agreement; provided, that, Executive does not waive or release (i) claims with respect to the right to enforce this Agreement, (ii) claims with respect to any vested and accrued right Executive may have under any employee pension or welfare benefit plan of the Company, (iii) any rights to indemnification provided for by any applicable insurance policy or the Company’s charter or by-laws or under the Indemnification Agreement between the Parties dated as of [ ], or (iv) claims which Executive may have solely by virtue of her his status as a shareholder of the Company.

Acknowledgment and Release. A. In consideration of Xx. Xxxxxxx acknowledges that the Company’s execution of benefits he is to receive pursuant to this Agreement and the obligations as set forth herein upon shall be in full satisfaction of all claims (whether asserted or unasserted), if any, against or with respect to the Company, Executiveits subsidiaries and other affiliates, and their respective stockholders, directors, officers, employees and agents, past and present. Except for the obligations of the respective parties under this Agreement (including the restrictive covenant obligations referred to in Section 4), each of Xx. Xxxxxxx, on the one hand, and the Company, on the other hand, does, for himself or itself, and on behalf of herself and her heirs his or its heirs, personal representatives, successors and assigns, hereby waives irrevocably release, promise, quitclaim and releases discharge the Company, its subsidiaries and other affiliates, their respective stockholders, directors, officers, employees and agents, past and present, and the Company's predecessors, successors and attorneys, in the case of Xx. Xxxxxxx, and Xx. Xxxxxxx and his heirs and personal representatives, in the case of the Company, of and from any common lawand all manner of actions, statutory or other complaintscauses of action, claims, charges or causes suits, debts, dues, sums of action arising out of or relating to Executive’s employment or termination of employment withmoney, or her serving in any capacity in respect of any member of the Company Groupcontroversies, agreements, promises and demands whatsoever, both known at law and unknown, in law or in equity, which Executive may he or the Company, respectively, now have has or ever had against or may in the future have, for, upon, or by reason of any member matter, cause or thing whatsoever on or before the Separation Date for, on account of or arising out of any transactions or events that have occurred prior to the Separation Date; provided, however, that this release shall not apply to any claim that arises out of or is otherwise related to any fraudulent act committed by Xx. Xxxxxxx or any criminal act for which Xx. Xxxxxxx is convicted or otherwise pleads no contest or any similar plea that is the equivalent of a guilty plea. This release is for any relief no matter how called, including, but not limited to, wages, back pay, front pay, stock or other equity compensation, debt repayment, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, attorneys' fees and expenses and claims to be reinstated to employment with the Company. Xx. Xxxxxxx represents that he has carefully read the foregoing release, that he has had the opportunity to have an attorney explain to him the terms of the Company Group foregoing release, that he accepts full responsibility and consequences of his action or any shareholdernonaction in this regard, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of that he knows and understands the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution content of this Agreement, includingthat he executes this Agreement knowingly and voluntarily as his own free act and deed, without limitation, any claim for any severance or other benefits which, but for that the terms of this Agreement, might have been due Executive under any previous agreement executed Agreement are totally satisfactory and thoroughly understood by and between any member of the Company Group and Executivehim, and any complaintthat this Agreement was freely negotiated and entered into without fraud, charge duress or cause of action arising out of her employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law. By signing this Agreement, Executive acknowledges that she intends to waive and release any such rights known or unknown she may have against the Company Releasees as of the date of Executive’s execution of this Agreement; provided, that, Executive does not waive or release (i) claims with respect to the right to enforce this Agreement, (ii) claims with respect to any vested and accrued right Executive may have under any employee pension or welfare benefit plan of the Company, (iii) any rights to indemnification provided for by any applicable insurance policy or the Company’s charter or by-laws or under the Indemnification Agreement between the Parties dated as of [ ], or (iv) claims which Executive may have solely by virtue of her status as a shareholder of the Companycoercion.