EXHIBIT 10.1
THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
2003 RESTRICTED STOCK UNIT GRANT AGREEMENT
THIS GRANT is made as of the ________________________ ("Date of Grant")
by Anixter International Inc., a Delaware corporation (the "Company"), to
_____________________ ("Participant").
Section 1. Grant of Stock Units. On the terms and conditions stated
herein, the Company hereby grants to the Participant stock _______________ units
("Units"), convertible to shares of the Company 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 second
anniversary of the Date of Grant. Generally, Units shall convert to shares of
stock on the date they vest. In the case of Executive Officers of the Company,
the Company will impose additional requirements for conversion in order to avoid
triggering limitations imposed by the Omnibus Budget Reconciliation Act of 1993
on the deductibility of executive compensation under Section 162(m) of the
Internal Revenue Code, provided that any Units not converting as scheduled will
convert on the earliest date thereafter that they can convert without triggering
such limitations. If at a time the Units are not vested (i) Participant's
employment with Company 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
Company, upon notice to Participant or any transferee, at no cost to the
Company.
Section 3. 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 Company (which consent may be withheld
in the sole discretion of the Company).
Section 4. Withholding Taxes. As a condition to the grant, vesting or
conversion of the Units acquired hereunder, the Participant shall make such
arrangements as the Company may require for the satisfaction of any Federal,
state or local withholding tax obligations that may arise in connection
therewith.
Section 5. 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 satisfactory arrangements 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
Company in its sole discretion) shall be delivered to Participant.
Section 6. 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 7. 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 8. 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 Company at:
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: General Counsel
or at such address as Company will have furnished to Participant in writing, or
(b) if to Participant at:
Then current address in
the records of Company.
or at such other address as Participant will have furnished to Company 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 9. 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 Company.
IN WITNESS WHEREOF, the Company has caused this Grant to be executed on
its behalf by its officer duly authorized to act on behalf of the Company.
ANIXTER INTERNATIONAL INC.
a Delaware corporation
By /s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
Its Senior Vice President-Finance and
Chief Financial Officer
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