(f) “EBITDA” shall mean the earnings before interest, taxes, depreciation and amortization.     (g) “Effective Date” shall mean the Closing Date (as defined in the Purchase Agreement).     (h) “Employee” shall mean Michael Frigo, a resident of Ohio.     (i) “Employee Benefit Plans” shall mean any plans within the meaning of Section 4(d) of thisAgreement.     (j) “Period” shall mean the one-year period commencing on the Effective Date and ending on theone-year anniversary thereof; provided, however, that the Period shall, on a daily basis, beginningwith the Effective Date, be automatically extended by one day, such that at any time, after theEffective Date, the remaining duration of the Period shall be one year. Such day-to-day extensionsof the Period shall cease upon either (i) either party delivering written notice of such cessationto the other party; provided that such cessation of the automatic extensions shall not be effectiveearlier than the date of delivery of such notice or (ii) Employee’s Date of Termination.     (k) “Substantial Breach” shall mean without the Employee’s prior consent: (1) a materialreduction in the Employee’s responsibilities hereunder; provided, that it shall not be deemed to bea Substantial Breach if Employee’s duties are revised so long as he remains in a position of atleast a senior manager within the Company; (2) a material reduction by the Company in the BaseSalary of Employee except to the extent permitted under Section 4(a) hereof; and (3) any willfulfailure or willful breach by the Company of any material obligations of this Agreement. TheEmployee must give written notice to the Company of a Substantial Breach within 90 days of theoccurrence of any event which constitutes Substantial Breach. The Company shall have thirty (30)days after written notice thereof by the Employee to the Company’s Board of Directors to remedy theoccurrences of clause (1) through (4) above.     (l) “Purchase Agreement” shall mean the Equity Purchase Agreement by and between thestockholders of Spell Capital Corporation and the equity holders (other than Spell CapitalCorporation) of Copperfield, LLC.     2. Employment and Duties.     (a) General. The Company hereby employs Employee, and Employee agrees upon the termsand conditions herein set forth and shall perform duties substantially the same as normallyperformed by persons in like positions in similar companies, or as may be assigned from time totime.     (b) No Other Employment. Throughout the time that Employee is employed by the Company,Employee shall, except as may from time to time be otherwise agreed in writing by the Company andunless prevented by ill health, devote his full-time working hours to his duties hereunder andEmployee shall not, directly or indirectly, render services to any other person or organization forwhich he receives compensation (excluding volunteer services or outside board
 

 
activities with modest time commitments) without the written consent of the Company or otherwiseengage in activities with would interfere significantly with the performance of his dutieshereunder.     3. Term of Employment. Subject to earlier termination of employment pursuant toSections 5, 6, 7 or 8 of this Agreement, the Company shall retain Employee during the Period; andEmployee shall serve in the employ of the Company for the Period as defined in Section 1(j).     4. Compensation and Other Benefits. Subject to the provisions of this Agreement, theCompany shall pay and provide the following compensation and other benefits to Employee during theterm of his employment as compensation for services rendered hereunder;     (a) Base Salary. The Company shall pay to Employee a Base Salary at the rate of$400,000 per annum, payable bimonthly. The Company shall be entitled to deduct or withhold alltaxes and charges that the Company may be required to deduct or withhold therefrom.     (b) Incentive Compensation. At all times during the Period, Employee shall be eligibleto receive Incentive Compensation of up to 60% of Base Salary based on the Company’s achievement ofearnings and other corporate performance goals as established by the CEO in his sole discretion ator before the beginning of each such fiscal year. Employee shall not earn or receive any IncentiveCompensation for a fiscal year in which he was not actively employed the entire fiscal year (exceptthat Employee’s hire date in 2007 shall not effect his eligibility for fiscal year 2007).     (c) Automobile Allowance. Company shall pay Employee a gross amount of $700 per monthas an automobile allowance. The Company shall be entitled to deduct or withhold from the grossamount of such automobile allowance all taxes and charges which the Company may be required todeduct or withhold therefrom. Employee shall produce such reasonable documentation as requested bythe Company to evidence that Employee has spent such amount on a car purchase or lease payment,gasoline, insurance or car maintenance.     (d) Other Employee Benefit Plans. Subject to the plans’ eligibility requirements,Employee shall be eligible to participate in all pension and welfare plans and programs of theCompany for executive employees, existing from time to time, including, without limitation, thefollowing:          i. All qualified benefit plans and programs (e.g., defined contribution, supplementalretirement and Section 401(k) plans, life insurance plans and programs);          ii. All hospitalization and medical plans and programs; and          iii. All retirement plans and programs.     5. Termination of Employment for Cause.     (a)  Compensation and Benefits. If, prior to the expiration of the Period, (i)
 

 
Employee’s employment is terminated by the Company for Cause, or (ii) Employee resigns from hisemployment hereunder other than under circumstances covered by Section 6 below, Employee shall notbe eligible to receive any compensation or benefits or to participate in any plans or programsunder Section 4 hereof with respect to the Period after the date of such termination except for theright to receive benefits under any plan or program, to the extent vested, in accordance with theterms of such plan or program and except for benefits provided in accordance with customarypractices of the Company at Employee’s expense (e.g., hospitalization and medical insurance underCOBRA).     (b) Date of Termination. The date of termination of Employee’s employment by theCompany under this Section 5 shall be two (2) weeks after receipt by Employee of written notice oftermination for Cause or after receipt by the Company of written notice of Employee’s resignation.     6. Termination of Employment Without Cause or Resignation After Substantial Breach.If, prior to the expiration of the Period, Employee’s employment is terminated by the Companywithout Cause for any reason, or if, prior to the expiration of the Period Employee resigns fromhis employment hereunder following a Substantial Breach, the Company shall continue to pay Employeehis Base Salary through the Period, payable in accordance with the Company’s standard payrollpolicies. Employee’s receipt of such Base Salary will be conditioned on his execution, return, andnon-rescission of a full and final release of claims in favor of the Company, the form of whichwill be provided by the Company within ten (10) days of Employee’s termination of employment. Nopayments pursuant to this Section 6 shall be made prior to the date that both (i) Employee hasdelivered an original, signed release to the Company and (ii) the revocability period (if any) haselapsed; provided however, that any payments that would otherwise have been made prior to such datebut for the fact that Employee had not yet delivered an original, signed release (or therevocability period had not yet elapsed) shall be made as soon as administratively practicable butnot later than the seventy-fourth (74th) day following Employee’s termination of employment. IfEmployee does not deliver an original, signed release to the Employer within forty-five (45) daysafter receipt of the same from the Company, (i) Employee’s rights shall be limited to those madeavailable to Employee as if Employee were terminated under Section 5 above, and (ii) the Employershall have no obligation to pay or provide to Employee any amount or benefits described in thisSection 6 or any other monies on account of the termination of Employee’s employment.     7. Termination of Employment by Disability.     (a) Compensation and Benefits. If Employee becomes Disabled prior to the expiration ofthe Period, the Company shall be entitled to terminate Employee’s employment at the later of (6)six months from the date Employee becomes Disabled but not beyond the end of the Period or the datethe Company could terminate Employee in accordance with the Company’s normal policies in suchmatters as applied in all other salaried employees. Employee will receive no compensation orbenefits following his termination, but Employee shall be entitled to receive benefits under theCompany’s plan(s) or program(s) in accordance with the terms of such plan(s) or program(s).
 

 
     (b) Date of Termination. The date of termination of Employee’s employment under thisSection 7 shall be the date determined pursuant to Section 7(a) above.     8. Termination of Employment by Death. Employee’s employment will end in the event ofhis death. Employee will receive no compensation or benefits following his death, but if Employeedies prior to the expiration of the Period, the Employee’s estate or his beneficiary as appropriateshall be entitled to receive benefits under the Company’s plan(s) or program(s) in accordance withthe terms of such plan(s) or program(s).     9. Noncompetition and Nonsolicitation. During Employee’s employment with the Companyand for any period following employment during which he is entitled to receive post-employmentcompensation in any form at the rate of his ending Base Salary, Employee shall refrain fromdirectly or indirectly, on his own behalf or on behalf of any other person or entity, competingwith the Company or any of its subsidiaries, anywhere in North America, including but not limitedto directly or indirectly engaging or investing in, owning, managing, operating, financing,controlling, or participating in the ownership, management, operation, financing, or control of,being employed by, associated with, or in any manner connected with, or rendering services oradvice to, in any capacity whatsoever (whether individually or as a shareholder (except as ashareholder owning less than 1 % or less of the outstanding capital stock of a publicly tradedcorporation), partner, member, director, officer, employee, or consultant), for any entity orperson that engages in or is in the process of or anticipates engaging in any business which in anymanner competes with the Company or any of its subsidiaries. In the event that Employee violatesthe terms of this Section 9, the term of this covenant not to compete shall be extended for aperiod of time equal to the period of time that Employee was violating the terms of this Section 9.During Employee’s employment with the Company, and for a period of twelve (12) months following theend of his employment for any reason, whether voluntary or involuntary, and with or without theexistence of post-employment compensation, Employee shall not, directly or indirectly, (i) induceor attempt to induce any employee of the Company to leave the employ of the Company, (ii) in anyway interfere with the relationship between the Company and any of its employees, (iii) employ, orotherwise engage as an employee, independent contractor, or otherwise, any employee of the Company,or (iv) induce or attempt to induce any supplier or licensee of the Company to cease doing businesswith the Company, or in any way interfere with the relationship between any supplier or licensee ofthe Company. During Employee’s employment with the Company and for all time thereafter, Employeeshall not disparage, or induce others to disparage, the Company, its owners, employees, practices,products or services.For purposes of Section 9, “employee” shall mean any then-current employee or individual who wasemployed by the Company at any time during the six (6) month period immediately preceding the endof Employee’s employment.In the event of a breach by Employee of any covenant set forth in this Section 9, the term of suchcovenant will be extended by the period of the duration of such breach. Employee will not, at anytime during or after employment, disparage the Company or any of its owners, directors, officers,employees, agents, products or services. Employee will within ten days after accepting
 

 
any employment, advise the Company of the identity of any employer of Employee. The Company mayserve notice upon each such employer that Employee is bound by this Agreement and furnish each suchemployer with a copy of this Agreement or relevant portions thereof.     10. Nondisclosure of Confidential Information.     (a) Definition. For purposes of this Agreement “Confidential Information” means, butis not limited to, any information or compilation of information, not generally known, which isproprietary to the Company and relates to the Company’s existing or reasonably foreseeablebusiness, including, but not limited to, trade secrets and information relating to the Company’sservices, marketing plans or proposals and customer information. All information which the Companyidentifies as being “confidential” or “trade secret” shall be presumed to be ConfidentialInformation. Confidential Information shall also include any confidential information of a parent,subsidiary or sister corporation of the Company and any information disclosed by a third partyunder contract with the Company which contract requires such disclosed information be keptconfidential. Confidential Information shall not include information that is in or enters thepublic domain other than through a breach of confidentiality owed to the Company.     (b) Nondisclosure. During the Period and at all times thereafter, Employee shall holdin strictest of confidence and will never disclose, furnish, transfer, communicate, make assessableto any person or use in any way Confidential Information for Employee’s own or another’s benefit orpermit the same to be used in competition with the Company, nor will Employee accept any employmentwhich would, by the nature of the position, inherently involve the use or disclosure by Employee ofConfidential Information.     11. Remedies and Injunctive Relief. The parties acknowledge that the Company and/orits subsidiaries will suffer irreparable harm if Employee breaches Sections 9 or 10 of thisAgreement. Accordingly, the Company shall be entitled, in addition to any other rights and remediesthat it may have, at law or at equity, to an injunction, without the parting of a bond or othersecurity, enjoining or restraining Employee from any violation of Sections 9 or 10 of thisAgreement. Employee hereby consents to the Company’s right to the issuance of such injunction.     12. Section 409A. If a payment under this Agreement does not qualify as a short-termdeferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4), and the Employee is a SpecifiedEmployee as of the date of termination, distributions to the Employee may not be made before thedate that is six months after the date of termination or, if earlier, the date of the Employee’sdeath (the “Six-Month Delay Rule”). Payments to which the Employee otherwise would be entitledduring the first six months following the date of term (the “Six-Month Delay”) will be accumulatedand paid on the first day of the seventh month following the date of termination. Notwithstandingthe Six-Month Delay Rule set forth in this Section 12:     (a) To the maximum extent permitted under Code Section 409A and Treas. Reg.§1.409A-1(b)(9)(iii), during the first month of the Six-Month Delay, the Company will pay theEmployee an amount equal to the lesser of (i) the total lump sum severance provided under
 

 
Section 6(c)(i) and (ii) above, or (ii) two times the lesser of (A) the maximum amount thatmay be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the yearin which the date of termination occurs, and (B) the sum of the Employee’s annualized compensationbased upon the annual rate of pay for services provided to the Company for the taxable year of theEmployee preceding the taxable year of the Employee in which his date of termination occurs(adjusted for any increase during that year that was expected to continue indefinitely if theEmployee had not had a termination of employment); provided that amounts paid under this sentencewill count toward, and will not be in addition to, the total payment amount required to be made tothe Employee by the Company under Section 6(c) above.     (b) To the maximum extent permitted under Code Section 409A and Treas. Reg.§1.409A-1(b)(9)(v)(D), within ten (10) days of the date of termination, the Company will pay theEmployee an amount equal to the applicable dollar amount under Code Section 402(g)(1)(B) for theyear of the Employee’s date of termination; provided that the amount paid under this sentence willcount toward, and will not be in addition to, the total payment amount required to be made to theEmployee by the Company under Section 6(c) above.     (c) Each payment under this Agreements is intended to be treated as one of a series ofseparate payment for purposes of Code Section 409A and Treas. Reg. §1.409A-2(b)(2)(iii).     (d) For purposes of this Agreement, “Specified Employee” has the meaning given that term inCode Section 409A and Treas. Reg. 1.409-1(c)(i). The Company’s “specified employee identificationdate” and “specified employee effective date” (as described in Treas. Reg. 1.409-1(c)(i)(3)) willbe the dates designated as such by the Company in a written resolution for all plans and agreementssubject to Code Section 409A or, in the absence of such resolutions, then the “specified employeeidentification date” and the “specified employee effective date” for this Agreement shall beDecember 31 and [January 1], respectively, of each succeeding year.     13. Binding Agreement/Assignment. This Agreement shall be assignable by Employer andthe terms of this Agreement shall bind and inure to the benefit of Employer and its successors andassigns.     14. Severability. If the final determination of a court of competent jurisdictiondeclares, after the expiration of the time within which judicial review (if permitted) of suchdetermination may be perfected, that any term of provision hereof is invalid or unenforceable, (a)the remaining terms and provisions hereof shall be unimpaired and (b) the invalid or unenforceableterm or provision shall be deemed replaced by a term or provision that is valid and enforceable andthat comes closest to expressing the intention of the invalid or unenforceable term or provision.     15. Survival of Provisions. The parties agree that Sections 9 and 10, and all otherprovisions necessary for enforcement of such provisions shall survive termination of this Agreementand termination of Employee’s employment for any reason.     16. Others’ Confidential Information. If Employee possesses any information that heknows or should know is considered by any third party, such as a former employer of his, to be
 

 
confidential, trade secret, or otherwise proprietary, Employee shall not disclose such informationto the Company or use such information to benefit the Company in any way.     17. Understandings. Employee acknowledges and agrees that (a) the Company informedhim, as part of the offer of employment and prior to his accepting employment with the Company,that a confidentiality, noncompetition, and nonsolicitation agreement would be required as part ofthe terms and conditions of employment; (b) he executed this Agreement in anticipation of but priorto commencing employment with the Company; (c) he has carefully considered the restrictionscontained in this Agreement and determined that they are reasonable as to duration, geographic areaand scope; and (d) the restrictions in this Agreement will not unduly restrict Employee in securingother employment in the event of termination from the Company.     18. Full Agreement; Amendment; Waiver. This Agreement contains the full agreementbetween the parties as to its subject matter and may not be modified, amended or waived in anymanner except by an instrument in writing signed by both parties hereto. The waiver by either partyof compliance with any provision of this Agreement by the other party shall not operate or beconstrued as a waiver of any other provision of this Agreement, or of any subsequent breach by suchparty of a provision of this Agreement.     19. Section 409A Compliance. Notwithstanding any provision of this Agreement to thecontrary, this Plan is intended to comply with Code Section 409A and the interpretive guidancethereunder. The Plan shall be construed and interpreted in accordance with such intent.     20. Governing Law. All matters affecting this Agreement, including the validitythereof, are to be governed and construed in accordance with the laws of the state of Illinois.     21. Notices. Any notice hereunder by either party to the other shall be given inwriting by personal delivery or certified mail, return receipt requested. If addressed to Employee,the notice shall be delivered or mailed to Employee at the address specified under Employee’ssignature hereto or such other address which Employee has advised the Company to send notice to, orif addressed to the Company, the notice shall be delivered or mailed to the Company at itsexecutive offices. A notice shall be deemed given, if by personal delivery, on the date of suchdelivery or, if by certified mail, on the date shown on the applicable return receipt.[Signature Page to Follow]
 

 
**IN WITNESS WHEREOF**, the Company has caused the Agreement to be signed by its officer pursuant tothe authority of its Board, and Employee has executed this Agreement, as of the day and year firstwritten above.       **COLEMAN CABLE, INC.** **MICHAEL FRIGO**         By /s/ G. Gary Yetman Its President/Chief Executive Officer /s/ Michael Frigo