ANIXTER INTERNATIONAL INC.
MANAGEMENT INCENTIVE PLAN
ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION
1.1 ESTABLISHMENT OF THE PLAN. Anixter International Inc., a Delaware
corporation (the "Company"), hereby establishes an incentive compensation plan
to be known as the "Anixter International Inc. Management Incentive Plan" (the
"Plan"), as set forth herein and as it may be amended from time to time.
Subject to approval by the Company's shareholders, the Plan shall become
effective as of the date the shareholders first approve the Plan (the "Effective
Date"), and shall remain in effect as provided in Section 1.3 hereof.
1.2 OBJECTIVES OF THE PLAN. The primary objectives of the Plan are: (a) to
attract, motivate, and retain high-caliber individuals by providing competitive
annual incentive opportunities, (b) to provide an incentive to key employees of
the Company who have significant responsibility for the success and growth of
the Company, and (c) to satisfy the requirements of Section 162(m) of the Code.
1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date
and shall remain in effect, subject to the right of the Committee to amend or
terminate the Plan at any time pursuant to Article 9 hereof, for a period of ten
(10) years, at which time the right to grant Awards under the Plan shall
ARTICLE 2. DEFINITIONS
Whenever the following terms are used in the Plan, with their initial
letter(s) capitalized, they shall have the meanings set forth below:
(a) "AWARD" means an award described in Article 5 hereof.
(b) "AWARD POOL" means, with respect to a Plan Year, 3 percent (3 %) of
Operating Income for the Plan Year.
(c) "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act, as amended from time to time, or
any successor rule.
(d) "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
(e) "CODE" means the Internal Revenue Code of 1986, as amended from time
(f) "COMMITTEE" means the Compensation Committee of the Board or any
other committee appointed by the Board to administer the Plan and
Awards to Participants hereunder, as specified in Article 3 hereof.
(g) "COMPANY" means Anixter International Inc., a Delaware corporation,
and any successor thereto as provided in Article 11 hereof.
(h) "DIRECTOR" means any individual who is a member of the Board.
(i) "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.
(j) "EMPLOYEE" means any employee of the Company or of a Subsidiary.
Directors who are employed by the Company or by a Subsidiary shall
be considered Employees under the Plan.
(k) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor statute.
(l) "INSIDER" means an individual who is, on the relevant date, subject
to the reporting requirements of Section 16(a) of the Exchange Act.
(m) "OPERATING INCOME" means the amount reported on the Company's
Consolidated Statements of Operations for the Plan Year.
(n) "PARTICIPANT" means a key Employee who has been selected to receive
an Award or who holds an outstanding Award.
(o) "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
from the tax deductibility limitation imposed by Code Section
162(m), as set forth in Code Section 162(m)(4)(C).
(p) "PLAN" means the Anixter International Inc. Management Incentive
Plan, as set forth herein and as it may be amended from time to
(q) "PLAN YEAR" means the Company's fiscal year.
(r) "SUBSIDIARY" means a corporation, partnership, joint venture, or
other entity in which the Company has an ownership or other
proprietary interest of more than fifty percent (50%).
ARTICLE 3. ADMINISTRATION
3.1 GENERAL. Except as otherwise determined by the Board in its
discretion, the Plan shall be administered by the Committee, which shall consist
exclusively of two (2) or more nonemployee directors within the meaning of the
rules promulgated by the Securities and Exchange Commission under Section 16 of
the Exchange Act who also qualify as outside directors within the meaning of
Code Section 162(m) and the related regulations under the Code. The members of
the Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board. The Committee shall have the authority to delegate
administrative duties to officers or Directors of the Company; provided that the
Committee may not delegate its authority with respect to: (a) nonministerial
actions with respect to Insiders; (b) nonministerial actions with respect to
Awards that are intended to qualify for the Performance-Based Exception; and (c)
certifying that any performance goals and other material terms attributable to
Awards intended to qualify for the Performance-Based Exception have been
3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions hereof, the Committee shall have full power in its discretion to
select key Employees who shall participate in the Plan; determine the sizes and
types of Awards; determine the terms and conditions of Awards in a manner
consistent with the Plan; construe and interpret the Plan and any Award,
document, or instrument issued under the Plan; establish, amend, or waive rules
and regulations for the Plan's administration; and (subject to the provisions of
Article 9 hereof) amend the terms and conditions of any outstanding Award as
provided in the Plan. Further,the
Committee shall make all other determinations that may be necessary or advisable
for the administration of the Plan.
3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Committee shall be final, conclusive, and binding on all
persons, including the Company, its shareholders, Directors, Employees,
Participants, and their estates and beneficiaries.
3.4 PERFORMANCE-BASED AWARDS. For purposes of the Plan, it shall be
presumed, unless the Committee indicates to the contrary, that all Awards are
intended to qualify for the Performance-Based Exception. If the Committee does
not intend an Award to qualify for the Performance-Based Exception, the
Committee shall reflect its intent in its records in such manner as the
Committee determines to be appropriate.
ARTICLE 4. ELIGIBILITY AND PARTICIPATION
4.1 ELIGIBILITY. All key Employees are eligible to participate in the
4.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees those to
whom Awards shall be granted and shall determine the nature and amount of each
ARTICLE 5. AWARDS
5.1 GRANT OF AWARDS. All Awards under the Plan shall be granted upon terms
approved by the Committee. However, no Award shall be inconsistent with the
terms of the Plan or fail to satisfy the requirements of applicable law. Each
Award shall relate to a designated Plan Year.
5.2 AWARD POOL LIMITATION. The sum of the Awards for a single Plan Year
shall not exceed one hundred percent (100%) of the amount in the Award Pool for
that Plan Year.
5.3 INDIVIDUAL MAXIMUM AWARDS. For any given Plan Year, no one Participant
shall receive an Award in excess of fifty percent (50%) of the Award Pool.
5.4 LIMITATIONS ON COMMITTEE DISCRETION. The Committee may reduce, but may
not increase, any of the following:
(a) The maximum Award for any Participant; and
(b) The size of the Award Pool.
5.5 PAYMENT. Payment of Awards shall be subject to the following:
(a) Unless otherwise determined by the Committee, in its sole
discretion, a Participant shall have no right to receive a
payment under an Award for a Plan Year unless the Participant
is employed by the Company or a Subsidiary at all times during
the Plan Year.
(b) The Committee may, in its discretion, authorize payment to a
Participant of less than the Participant's maximum Award and
may provide that a Participant shall not receive any payment
with respect to an Award. In exercising its discretion, the
shall consider such factors as it considers appropriate. The
Committee's decision shall be final and binding upon any
person claiming a right to a payment under the Plan.
(c) Payments of Awards shall be wholly in cash.
(d) Each Award shall be paid on a date prescribed by the
Committee, unless the Participant has elected to defer payment
in accordance with the rules and regulations established by
ARTICLE 6. BENEFICIARY DESIGNATION
Each Participant may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of the Participant's death before
the Participant receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant with respect to such
benefit, shall be in a form prescribed by the Company, and shall be effective
only when filed by the Participant in writing with the Company during the
Participant's lifetime. In the absence of any such designation, any benefits
remaining unpaid under the Plan at the Participant's death shall be paid to the
ARTICLE 7. DEFERRALS
The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash that would otherwise be due to such
Participant in connection with any Awards. If any such deferral election is
required or permitted, the Committee shall, in its discretion, establish rules
and procedures for such payment deferrals.
ARTICLE 8. NO RIGHT TO EMPLOYMENT OR PARTICIPATION
8.1 EMPLOYMENT. The Plan shall not interfere with or limit in any way the
right of the Company or of any Subsidiary to terminate any Participant's
employment at any time, and the Plan shall not confer upon any Participant the
right to continue in the employ of the Company or of any Subsidiary.
8.2 PARTICIPATION. No Employee shall have the right to be selected to
receive an Award or, having been so selected, to be selected to receive a future
ARTICLE 9. AMENDMENT, MODIFICATION, AND TERMINATION
9.1 AMENDMENT, MODIFICATION, AND TERMINATION. Subject to the terms of the
Plan, the Committee may at any time and from time to time, alter, amend,
suspend, or terminate the Plan in whole or in part; provided that unless the
Committee specifically provides otherwise, any revision or amendment that would
cause the Plan to fail to comply with any requirement of applicable law,
regulation, or rule if such amendment were not approved by the shareholders of
the Company shall not be effective unless and until shareholder approval is
9.2 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan; provided that the Committee shall
not be authorized to adjust an Award that the Committee intends to qualify for
the Performance-Based Exception if such adjustment (or the authority to make
such adjustment) would prevent the Award from qualifying for the
9.3 AWARDS PREVIOUSLY GRANTED. Notwithstanding any other provision of the
Plan to the contrary (but subject to Section 1.1 hereof), no termination,
amendment, or modification of the Plan shall cause any previously granted Awards
to be forfeited. After the termination of the Plan, any previously granted Award
shall remain in effect and shall continue to be governed by the terms of the
Plan and the Award.
ARTICLE 10. WITHHOLDING
The Company and its Subsidiaries shall have the power and the right to
deduct or withhold, or to require a Participant to remit to the Company or to a
Subsidiary, an amount that the Company or a Subsidiary reasonably determines to
be required to comply with federal, state, local, or foreign tax withholding
ARTICLE 11. SUCCESSORS
All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
ARTICLE 12. LEGAL CONSTRUCTION
12.1 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, any feminine
term used herein also shall include the masculine, and the plural shall include
the singular and the singular shall include the plural.
12.2 SEVERABILITY. If any provision of the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.
12.3 REQUIREMENTS OF LAW. The granting of Awards under the Plan shall be
subject to all applicable laws, rules, and regulations, and to such approvals by
any governmental agencies as may be required.
12.4 GOVERNING LAW. The Plan and all Awards shall be construed in
accordance with and governed by the laws of the state of Delaware (without
regard to the legislative or judicial conflict of laws rules of any state),
except to the extent superseded by federal law.