ANIXTER MANAGEMENT INCENTIVE PLAN
1. Purpose and Effective Date. Anixter Inc. has established this Management
Incentive Plan (the "Plan") to provide awards to its executives and other key
employees for the achievement of goals for a year or a specified number of
years. The effective date of the Plan shall be January 1, 1999 subject to the
approval of the shareholders of Anixter International Inc. (the "Company") at
the 2000 Annual Meeting.
2. Administration. The Plan shall be administered by the Board of
Directors, or the Compensation Committee of the Company's Board of Directors or
such other Board committee as the Board may designate (the "Committee"). The
Committee has the authority and responsibility for the interpretation,
administration and application of the provisions of the Plan, and the
Committee's interpretations of the Plan, and all actions taken by it and
determinations made by it shall be binding on all persons. No Board or Committee
member shall be liable for any determination, decision or action made in good
faith with respect to the Plan.
3. Awards Under the Plan. A target expressed as a percentage of salary
shall be assigned each year by the Committee to participants. The targets may be
as high as 200% and as low as 20% of salary.
At least 51% of the target shall be dependent on the achievement of
financial objectives such as (i) operating, pretax, or net earnings of the
Company, a subsidiary, a division or business unit thereof, or an other entity
where there is a significant investment by the Company and opportunity to
influence the performance of that entity; (ii) earnings per share of the
Company; (iii) cash flow of any of these entities; (iv) return on capital,
tangible or total, employed by any of these entities as measured by any of these
earnings; (v) achievement of specified revenues or proceeds from specified
activities, in or out of the ordinary course of business, or (vi) other similar
financial objectives that the Committee determines to be in the interest of the
Company. Up to 49% of the target of a participant may be dependent on the
subjective determination of the Committee or an executive officer of the
achievement of qualitative goals.
The actual awards may range from zero to 200% of the assigned targets
depending on the achievement of the objectives established by the Committee (or
in the case of qualitative goals, by the Committee or an executive officer)
during the first 90 days of the year.
4. Eligibility. All executive officers of the Company and their direct
reports and all other key employees of the Company and its subsidiaries with
annual salaries in excess of $150,000 are eligible to be selected to receive an
award under the Plan by the Committee. The Committee may condition eligibility
under the Plan or participation under the Plan, and any award under the Plan on
such conditions, limitations or restrictions as the Committee determines to be
appropriate for any reason and consistent with the terms of the Plan. No person
may be awarded for any one year more than $3,000,000, as this amount is adjusted
for inflation in the Consumer Price Index after December 31, 2000.
5. Payment of Awards. Amounts earned under the Plan shall be determined
and be paid as soon as practical after the end of each year or if based on
multiple years, the end of the last year of that period. The Committee in
establishing the targets and goals for a year may determine that all or a
portion of an award payable under the Plan to certain participants shall or may
be paid in stock or phantom stock of the Company that may or may not be
restricted. The computation of the amount of stock may be based on the average
market price of the stock over a period, up to one year, selected by the
Committee, or based on a percentage, not to be less than 75%, of the market
price of the stock at the end of the year for which the award was earned or
during a period during the last month of that year selected by the Committee
6. Amendment of the Plan. The Committee may amend or terminate the Plan
at any time, provided however, that in no event can the Committee, after the
period for establishing the objectives for a year, adjust for that year any
targets, objectives, or the percent of target earned by levels of achievement of
each objective in a manner that would increase the amount of compensation that
would be payable under the Plan without such adjustment.
