exv10w1



 






EXHIBIT 10.1




September 18, 2007




Mr. Robert Canny

29 Fairlawn Drive

Wallingford, CT 06492



Re: Separation Agreement



Dear Bob:




     As we discussed, your employment with Belden Inc. (the “Company”) and all subsidiaries will
terminate effective on the close of business, September 18, 2007 (the “Separation Date”). This
letter confirms all of your entitlements arising out of your employment with and separation from
the Company pursuant to your Executive Employment Agreement of July 16, 2006. You will receive:



	 	 	 	 	 	 	 	 	 	 	 
	 	1.	 	 	A
severance payment equal to one times the sum of your current annual base salary and your 2007 target bonus. 
	 	$	486,200	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	2.	 	 	A pro-rata bonus for 2007 based on a financial factor of
1.31 and a personal performance factor of 1.0.

	 	$	187,535	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	3.	 	 	Additional consideration for six-month extension of
non-compete covenant.

	 	$	275,000	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	4.	 	 	Subject to your continued co-payment of premiums,
continued participation for twelve (12) months in the
Company’s medical benefits plan which covers you and
your eligible dependents upon the same terms and
conditions (except for the requirement of your continued
employment) in effect for active employees of the
Company. If you obtain other employment that offers
substantially similar or more favorable medical
benefits, continuation of such coverage by the Company
will end. These health benefits will reduce the period
of coverage (and count against your right to healthcare
continuation benefits under COBRA) by twelve (12)
months.
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	The total of items 1, 2 and 3 is $948,735. To comply
with the deferred compensation provisions of Section
409A of the Internal Revenue Code, $528,735 of this
amount will be paid in a lump sum upon your signing this
agreement and the remainder of $420,000 will be paid in
equal payroll installments over a period of twelve (12)
months.
	 	 	 	 	 	 






 









 







Mr. Robert Canny

September 18, 2007

Page 2




     You are entitled to your accrued and unpaid salary through the Separation Date. You also are
entitled to all accrued, vested and unpaid benefits under all retirement, pension, and deferred
compensation plans of the Company in which you are participating on the Separation Date. All such
benefits shall be paid in accordance with the terms of the applicable plans and, where applicable,
your previous elections. You are not eligible for retirement plan contributions with respect to
payments made under section 1, 2, or 3 above.



     You are vested in the first two tranches of your March 30, 2005 options and the first tranche
of your February 26, 2006 SARs. You may exercise these awards until the earlier of the expiration
date set forth in the applicable award or until ninety days following the Separation Date. The
grant date and price of all such awards are noted below:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grant Date	 	Options/SARs	 	Grant Price	 	 	 	 
	 
	 	March 30, 2005	 	6,334 Options	 	$	22.6650	 	 	 	 	 
	 
	 	February 22, 2006	 	1,767 SARs	 	$	25.8050	 	 	 	 	 






     All other unvested stock options, RSUs, SARS, PSUs and other equity-based and long-term
incentive awards (whether or not equity-based) shall lapse, and all such unvested equity awards
shall not be exercisable, as of the Separation Date.



     The Company will, to the extent required by applicable law, withhold from your amounts payable
above, the amount of any withholding tax due with respect to such amounts.



     You agree to promptly return to the Company all tangible and intangible property of the
Company, whether prepared by you or otherwise coming into your possession, and whether written,
electronic or in any other format, including, without limitation, all files, records, documents,
customer lists, software and equipment (such as personal computers, disks, and disk drives, and
mobile communication devices).



     Payment of the amounts and benefits set forth above will begin on the effective date of the
General Release of All Claims that accompany this letter or, in the case of Company employee plan
benefits, such later date as may be provided in accordance with the applicable Company benefit plan
in which you are a participant. All amounts hereunder also are conditioned upon your resignation
from all offices of the Company and all subsidiaries held by you, pursuant to the attached letter.



     We ask that you sign this letter below confirming our understanding above.



 









 







Mr. Robert Canny

September 18, 2007

Page 3




     This letter may be executed in one or more counterparts, each of which shall constitute an
original for all purposes, and all of which taken together shall constitute one and the same
agreement.



	 	 	 	 	 
	 

	 	 	BELDEN INC.
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Robert Canny
	 	 	By: 	 /s/ Kevin Bloomfield
	Robert Canny

	 	 	 	Name: Kevin Bloomfield

Title: VP, Secretary & General Counsel