procedures promulgated by the Company’s Board of Directors; and     (ii) the authority to make or otherwise authorize expenditures by and to contractliabilities for the Company and the Affiliates in the ordinary course of business; and     (iii) the authority to make any and all decisions of a material nature for the Companyand the Affiliates subject only to the approval of the Company’s Board of Directors in thecase of decisions fundamentally altering the Company’s or any Affiliate’s structure,management or the way it conducts business or otherwise of an extraordinary nature.     (b) Efforts. The Employee shall devote his full working time, diligent efforts andattention (except for permitted vacation periods and periods of illness or other incapacity) to thebusiness and affairs of the Company as may be required to perform his duties and responsibilitiesin a diligent and businesslike manner.     (c) Board of Directors Seats. During the Term, the Employee shall be entitled to benominated to fill one (1) seat on the Company’s and each Affiliate’s Board of Directors. Employeemay not be removed from the Company’s or an Affiliate’s Board of Directors other than for Cause (asdefined in Section 5(b) hereof).     4. Salary and Benefits.     (a) Base Salary. During the Term, the Company shall pay to the Employee a minimum basesalary of $550,000 per year. The Company shall pay such salary in equal bi-weekly installments onthe Company’s regular pay days. Regular installments of base salary shall be paid less allapplicable taxes, social security payments and other items that the Company is required by law towithhold or deduct therefrom.     (b) Automatic Annual Raises. During the Term, the Employee’s base salary shall beincreased, effective as of each anniversary of the Effective Date, by a percentage amount equal tothe percentage increase in the Chicago area Consumer Price Index as reported by the U.S. Departmentof Labor.     (c) Merit Raises. The Board of Directors of the Company may, in its absolute and solediscretion, increase the salary payable to Employee for merit.     (d) Performance Bonuses. During each year of the Term, the Employee shall be entitledto receive cash performance bonuses in an amount up to 100% of the Employee’s base salary, asdetermined by the Company’s Board of Directors based upon the attainment of performance goalsconveyed to the Employee. The cash performance bonus may be increased in any year in the discretionof the Compensation Committee.     (e) Employee Benefits. In addition to the compensation described above, the Companywill provide or offer for the Employee’s participation such benefits (other than bonus, incentivecompensation and severance benefits) as are generally provided or offered by the Company to itsother similarly positioned executive officers, including, without limitation, retirement benefits,
 

 
health/major medical insurance and welfare benefits, sick days and other fringe benefits(collectively, “Benefits”), if and to the extent that the Employee is eligible to participate inaccordance with the terms of the applicable Benefit plan or program generally. These Benefits shallinclude:     (i) group health, life and disability insurance (to the extent offered to similarlypositioned executive officers);     (ii) participation in any Company sponsored retirement savings or pension plan (to theextent such plans are in existence and participation is offered to similarly positionedexecutive officers);     (iii) participation in all stock or stock option plans (to the extent such plansexist);     (iv) use of a company car comparable to the car presently being driven by the Employee;     (v) business expense allowances;     (vi) paid vacation accruing at the rate of four (4) weeks per year;     (vii) paid religious and other holidays to the extent provided under the Company’spersonal leave policies;     (viii) health and country club membership; and     (x) such other perquisites as the Company and the Employee shall agree.     (f) Life and Supplemental Disability Insurance. In addition to the Benefits hereinprovided for, the Company shall purchase and maintain in full force and effect one or more policiesof term insurance on the life of the Employee, with benefits payable as the Employee may direct, inthe aggregate amount of not less than $1,000,000. The Employee agrees to submit to standard medicalexams for the purpose of enabling the Company to secure a Company owned insurance policy on thelife of the Employee. In addition, the Company shall purchase and maintain in full force and effectone or more policies of supplemental disability insurance, with benefits consistent with thoseprovided to the Employee as of the date hereof.     (g) Equity and Option Grants. In addition to all other salary and benefits hereinprovided, the Company hereby agrees that Employee shall be entitled to participate in restrictedstock and stock option plans established for the benefit of the Company’s employees.     (h) Expense Reimbursement. The Company shall reimburse the Employee for all reasonablebusiness expenses properly incurred by the Employee in the ordinary course of performing theEmployee’s duties and responsibilities hereunder, subject to the Company’s normal and customarypractices and policies as are in effect from time to time with respect to travel, entertainment andother business expenses (including the Company’s reasonable
 

 
requirements with respect to prior approval, reporting and documentation of such expenses).     5. Term and Termination.     (a) Term. Subject to the rights of termination set forth below, the Term of theEmployee’s employment under this Agreement shall be for a rolling three (3) year period *(i.e.,*upon completion of each day of the Employee’s employment, the term of his employment automaticallyshall be extended for one additional day), commencing on the Effective Date (the “Term”).     (b) Termination for Cause. The Company may terminate the Employee’s employment underthis Agreement at any time upon written notice for “Cause.” For the purposes of this Agreement,Cause shall mean:     (i) the gross neglect or willful failure by the Employee to perform his duties andresponsibilities in all material respects as set forth hereunder, after a written demand forsubstantial performance is delivered to the Employee by the Company’s Board of Directorswhich demand specifically identifies the manner in which the Company’s Board of Directorsbelieves that the Employee has not so performed his duties and which demand is not metwithin thirty (30) days of its delivery to Employee;     (ii) any act of fraud or embezzlement by the Employee in connection with the Company orits affiliates;     (iii) a willful and material breach of this Agreement by the Employee which theEmployee fails to cure within thirty (30) days of the Employee’s receipt of written noticeof such breach; or     (iv) the Employee’s conviction or entering into a plea of *nolo contendere*to (A) acrime involving moral turpitude; or (B) any other crime materially impairing or materiallyhindering the Employee’s ability to perform his duties for the Company.     (c) Voluntary Termination By The Employee With Good Reason. The Employee may, at anytime within 90 days of the occurrence of any event which constitutes “Good Reason” upon writtennotice, terminate his employment under this Agreement with “Good Reason”.     (i) For the purposes of this Agreement, “Good Reason” shall mean without the priorwritten consent of the Employee: (A) a material reduction in the base compensation of theEmployee, other than an insubstantial and inadvertent failure not occurring in bad faith; or(B) a significant reduction in the responsibilities and/or duties of the Employee the resultof which is that the Employee (1) shall no longer have control or authority over themanagement of the Company or the Affiliates, or (2) shall have responsibilities which arenot commensurate with the historical responsibilities of the President and Chief ExecutiveOfficer of the Company; or (C) a change of location of the Employee’s office which isthirty-five (35) miles or more from the office where the Employee was located as of theEffective Date; or (D) a Change of Control (as herein defined); or (E) any willful failureor willful breach by the Company (not covered by any of the clauses
 

 
(A) through (D) above) of any material obligations of this Agreement. The Company shallhave thirty (30) days after written notice thereof by the Employee to the Company’s Board ofDirectors to remedy the occurrences of clause (A) through (E) above.For the purposes of this Agreement, a “Change of Control” shall mean that any of the following hasoccurred:     (i) any person or other entity (other than any of the Company’s subsidiaries or anyemployee benefit plan sponsored by the Company or any of its subsidiaries) including anyperson as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended(the “Exchange Act”), becomes the beneficial owner, as defined in Rule 13d-3 under theExchange Act, directly or indirectly, of more than fifty percent (50%) of the total combinedvoting power of all classes of capital stock of the Company normally entitled to vote forthe election of directors of the Company (the “Voting Stock”),     (ii) the stockholders of the Company approve the sale of all or substantially all ofthe property or assets of the Company and such sale occurs;     (iii) the stockholders of the Company approve a consolidation or merger of the Companywith another corporation (other than with any of the Company’s subsidiaries), theconsummation of which would result in the shareholders of the Company immediately before theoccurrence of the consolidation or merger owning, in the aggregate, less than 60% of theVoting Stock of the surviving entity, and such consolidation or merger occurs;     (iv) a change in the Company’s Board of Directors occurs with the result that themembers of the Board immediately prior to such change no longer constitute a majority ofsuch Board of Directors; or     (v) any other change of ownership or effective control (as defined in Section280G(b)(2) of the Internal Revenue Code (the “Code”)).For the avoidance of doubt, no Change of Control shall be deemed to occur if any of the eventsenumerated above occur as a result of (i) the 144A equity offering and private placement of equitysecurities with Friedman, Billings & Ramsey, Co. as initial purchaser and placement agent (the“144A offering”); (ii) any issuance of equity securities pursuant to the shelf registrationstatement filed in connection with the 144A offering; (iii) any changes associated with the listingof the Company’s stock on the NASDAQ stock market; or (iv) an initial public offering or shelfregistration of the Company’s stock.For the further avoidance of doubt, the Employee’s decision not to terminate his employment within90 days after the occurrence of any event which constitutes “Good Reason” shall not preclude orotherwise constitute a waiver of the Employee’s right to terminate his employment within 90 days ofany other event which constitutes “Good Reason.”     (d) Voluntary Termination By The Employee Without Good Reason. The Employee may,
 

 
at any time upon three (3) months prior written notice, terminate his employment under thisAgreement without Good Reason.     (e) Termination on Death or Permanent Disability. The Employee’s employment under thisAgreement shall terminate upon the Employee’s death or Disability. For purposes of this Agreement,“Disability” shall mean the inability of the Employee to substantially perform the Employee’sduties and responsibilities to the Company by law, by reason of a physical or mental disability orinfirmity (i) for a total of one hundred twenty (120) days in any consecutive twelve (12) monthperiod or (ii) at such earlier time as the Employee submits or the Company receives satisfactorymedical evidence that the Employee has a physical or mental disability or infirmity which willlikely prevent him from returning to the performance of the Employee’s work duties for four (4)months or longer. In the event of any dispute regarding the determination of the Employee’sDisability, such determination shall be made by a physician selected by the Company, at theCompany’s sole expense, in consultation with the Employee’s primary treating physician; provided,however, that the Employee’s Disability shall be conclusively presumed if such determination ismade by an insurer providing disability insurance coverage to the Employee or the Company inrespect of the Employee.     6. Severance Benefits. Upon termination of the Employee’s employment under thisAgreement, the Employee shall be entitled to receive the following termination benefits in lieu ofall other considerations and payments under this Agreement and all claims for damages and remediesbased on a claim of wrongful discharge, after receipt of which the rights and obligations of theparties hereunder shall become void and of no further force and effect; provided, however, that theEmployee shall remain obligated to abide by the restrictive covenants set forth in Section 9 ofthis Agreement until such time as they would otherwise expire.     (a) Termination for Cause or Without Good Reason. If the Employee’s employment isterminated for Cause by the Company in accordance with Section 5(a) or is terminated voluntarily bythe Employee in accordance with Section 5(d), then the following severance benefits shall be due:     (i) base salary shall be paid through such date of termination;     (ii) any bonus that may otherwise have become due for the fiscal year prior to theyear in which the Employee’s employment is terminated; and     (iii) all benefits, including all life insurance policies maintained pursuant toSection 4(e) above, may be terminated or canceled by the Company at any time from and afterthe last day of employment, subject only to the Employee’s “COBRA” rights to continuehealth insurance and his right to vested funds in the Company sponsored retirement savingsand pension plans.     (b) Termination by Death or Disability. If the Employee’s employment is terminated bythe Company upon the death or Disability of the Employee, then the Company shall pay the Employee(or his estate or representative) in one lump sum within 30 days of such termination:
 

 
     (i) 12 months’ base salary; and     (ii) all accrued and unpaid bonuses for the year immediately preceding the terminationof Employee’s employment; and     (iii) a bonus payment in an amount equal to one (1) times the average annual bonus paidto the Employee for the two (2) complete years immediately preceding Employee’s death orDisability.In addition:     (x) all options and restricted stock shall immediately vest;     (y) all group health, life and disability insurance benefits and health and countryclub memberships shall continue for a period of 12 months from the date of termination. Inthe case of termination by reason of the death of the Employee, then such group health,life and disability insurance benefits shall continue as aforesaid for the benefit of anydependents who survive him; and     (z) all policies of insurance on the life of the Employee maintained by the Companypursuant to Paragraph 4(f), above, shall (except in the case of termination by reason ofthe Employee’s death) be assigned to the Employee, without charge (except for anyapplicable withholding taxes), effective on the last day of employment, and thereafter, theCompany shall have no further obligation to maintain those policies or to pay additionalpremiums thereon.     (c) Wrongful Discharge or Termination for Good Reason. If the Employee’s employment isterminated by the Company other than for Cause or by reason of death or Disability, or if theEmployee’s employment is terminated by the Employee for Good Reason, then the following severancebenefits shall be due and payable in one lump sum:     (i) an amount equal to three (3) times the Employee’s base salary (i.e., thirty-six(36) months base salary); and     (ii) an amount equal to three (3) times the Employee’s average annual bonus for the two(2) complete years immediately preceding the termination of the Employee’s employment.In addition:     (x) all options and restricted stock shall vest immediately (to the extent notpreviously vested) without regard to whether or not any of the conditions specified thereinhave been achieved;     (y) all group health, life and disability insurance benefits and health and countryclub memberships shall continue for thirty-six (36) months; and
 

 
     (z) the Company shall convert all policies of insurance on the life of the Employeethat are required to be maintained by the Company pursuant to Paragraph 4(e), above, intofully paid, term policies; shall promptly pay in full the premiums then due; and shallassign such policies to the Employee, without charge (except for any applicable income taxeswhich the Employee may be liable for), effective on the last day of employment.     The benefits provided pursuant to Section 6(c)(iv) that are not non-taxable medicalbenefits, “disability pay” or “death benefit” plans within the meaning of TreasuryRegulation Section 1.409A-1(a)(5) or are not medical benefits provided during the maximumperiod during which the Employee would be entitled to continuation coverage under COBRAshall be treated as follows: (i) the amount of such benefits provided during one taxableyear shall not affect the amount of such benefits provided in any other taxable year, exceptthat to the extent such benefits consist of the reimbursement of expenses referred to inSection 105(b) of the Code, a limitation may be imposed on the amount of such reimbursementsover some or all of the 36-month period, as described in Treasury Regulation Section1.409A-3(i)(iv)(B), (ii) to the extent that any such benefits consist of reimbursement ofeligible expenses, such reimbursement must be made on or before the last day of the calendaryear following the calendar year in which the expense was incurred and (iii) no such benefitmay be liquidated or exchanged for another benefit.     (d) Shareholder Approval of Severance Benefits. The Company shall use its best effortsto obtain shareholder approval that complies with section 280G(b)(5)(B) and the regulationsthereunder for the portion of the severance benefits payable under Section 6 of this Agreementwhich would otherwise be subject to excise tax under section 4999 of the Code.     (e) Limits on Severance Payments. Anything in this Agreement to the contrarynotwithstanding, the following restrictions shall apply:     (i) In the event that it shall be determined that any payment or distribution from theCompany, any affiliate, or trusts established by the Company or by any affiliate to or forthe benefit of the Employee (whether paid or payable or distributed or distributablepursuant to the terms of this Agreement or otherwise, and with a “payment” including,without limitation, the vesting of an option or other non-cash benefit or property) (a“Payment”) would be nondeductible by the Company for Federal income tax purposes because ofsection 280G of the Code, or any successor provision, then the aggregate present value ofamounts payable or distributable to or for the benefit of the Employee pursuant to thisAgreement (“Agreement Payments”) shall be reduced (but not below zero) to the ReducedAmount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed inpresent value which maximizes the aggregate present value of Agreement Payments withoutcausing any Payment to be nondeductible because of said section 280G of the Code. Thedetermination to be made hereunder shall be made within twenty (20) days after the date oftermination by the accounting firm that is then acting as auditor for the Company (the“Accounting Firm”), which shall provide detailed calculations thereof to the Company and tothe Employee, provided, however, that the Employee shall elect which and how much of theAgreement Payments shall be reduced
 

 
consistent with such calculations. The determination to be made by the Accounting Firmshall be binding upon the Company and the Employee unless each of the following occurs: (i)within fifteen (15) days of the date of such determination, either party gives to the otherparty a written legal opinion from a nationally recognized law firm stating that there is asubstantial possibility that the Internal Revenue Service will reach a conclusion differentfrom that reached by the Accounting Firm; (ii) either party, within fifteen (15) days of thedate of such letter, seeks a private letter ruling from the Internal Revenue Service; and(iii) the Internal Revenue Service issues a private letter ruling reaching a conclusiondifferent from that reached by the Accounting Firm. A private letter ruling by the InternalRevenue Service issued under these circumstances shall be binding upon the Company and theEmployee. Present value, for purposes of the calculations under this paragraph 7(d), shallbe determined in accordance with section 280G(d)(4) of the Code. Notwithstanding anythingin this Section 6(e) to the contrary, to the extent any of the payments or benefits providedunder the Plan are reduced in accordance with the provisions of this section, payments andbenefits that do not constitute “deferred compensation” within the meaning of Section 409Aof the Code shall be reduced first.     (ii) As a result of uncertainty in the application of section 280G of the Code at thetime of any initial determination by the Accounting Firm hereunder, it is possible thatAgreement Payments will have been paid or distributed by the Company which should not be sopaid or distributed (“Overpayment”) or that additional Agreement Payments which were notpaid or distributed by the Company could have been so paid or distributed (“Underpayment”),in each case, consistent with the calculation of the Reduced Amount hereunder. In the eventthat the Accounting Firm determines that an Overpayment has been made, any such Overpaymentshall be treated for all purposes as a loan to the Employee which the Employee shall repayto the Company promptly upon receiving notice of such Overpayment together with interest atthe applicable federal rate provided for in section 7872(f)(2) of the Code; provided,however, that no amount shall be payable by the Employee to the Company (or if paid by theEmployee to the Company shall be returned to the Employee) if and to the extent such paymentwould not reduce the amount which is nondeductible under section 280(g) of the Code or whichis subject to taxation under section 4999 of the Code. In the event that the Accounting Firmdetermines that an Underpayment has occurred, any such Underpayment shall be promptly paidby the Company to or for the benefit of the Employee together with interest at theapplicable federal rate provided for in section 7872(f)(2) of the Code.     (f) Calculation of Severance Payments. For the avoidance of doubt, for purposes ofcalculating severance benefits pursuant to this Section 6, the Employee’s average annual bonus forthe two (2) complete years immediately preceding the termination of the Employee’s employment shallnot, under any circumstances, include the special payment of $1,455,362 received by the Employee in2004.     7. Relationship Created. The relationship created by this Agreement is that ofemployer and employee and nothing contained in this Agreement shall be construed in any way ascreating any partnership, joint venture or other relationship between the parties. Nothingcontained in this Agreement shall be construed as granting Employee any right to bind or
 

 
obligate the Company in any manner not herein granted, without the express written consent ofthe Company.     8. Payment of Undisputed Amounts. If there is a dispute between the parties withrespect to any amount claimed to be due hereunder, any portion that is not disputed shall be paidby the obligor to the payee. Any such partial payment shall not, however, constitute a waiver bythe recipient of such payment of any other rights.     9. Restrictive Covenants.     (a) Non-Competition. Employee agrees that during his employment and for a one (1) yearperiod thereafter (other than if wrongfully terminated by the Company, terminated with Good Reasonby the Employee or if the Company fails to make any payment or perform any obligation owned toEmployee to Employee required to be made hereunder, in which case this restrictive period shalllapse immediately) (the “Restrictive Period”), he will not, directly or indirectly, engage,participate, or have any interest or be involved in any capacity, whether as an owner, agent,stockholder (excluding ownership of not more than 5% of the outstanding shares of a publicly heldcorporation if such ownership does not involve, and neither Employee nor any of his respectiveaffiliates otherwise has, any managerial or operational responsibility in respect thereof),officer, director, manager, partner, joint venturer, employee, consultant, advisor, agent orotherwise, in any business enterprise which is, or shall at any time during the Restrictive Periodbe, directly or indirectly engaged in the business of manufacturing wire and cable in the UnitedStates and in any other countries or territories where the Company sells its products.     (b) Non-Disclosure of Confidential Information.     (i) Employee acknowledges that it is the policy of the Company to maintain as secretand confidential all valuable and unique information heretofore or hereafter acquired,developed or used by the Company relating to the business, operations, employees andcustomers of the Company, which information includes technical knowledge, know-how or tradesecrets and information concerning the operations, sales, personnel, suppliers, customers,costs, profits, markets, pricing policies, Confidential Materials (as hereinafter defined),and the results of any investigations or experiments of the Company (such information ishereinafter referred to as “Confidential Information,” provided that ConfidentialInformation shall not include any of the foregoing items which are in the public domain orwhich are available from third-party sources without any violation of this Agreement).Employee recognizes that the services to be performed by Employee are special and unique,and that by reason of his duties he will acquire Confidential Information. Employeerecognizes that all such Confidential Information is the sole and exclusive property of theCompany. In consideration of the Company’s entering into this Agreement, Employee agreesthat:     (A) he shall never for so long as such information is valuable and unique (butin no case for longer than five (5) years following the termination of Employee’semployment by the Company), directly or indirectly use, publish, disseminate orotherwise disclose any Confidential Information obtained during his employment by theCompany without the prior written consent of the Company’s
 

 
Board of Directors, it being understood that this subparagraph shall survive theterm of this Agreement;     (B) during the term of his employment by the Company, he shall exercise all dueand diligent precautions to protect the integrity of the Company’s customer lists,mailing lists and sources thereof, statistical data and compilations, agreements,contracts, manuals or other documents and any and all other materials embodying anyConfidential Information (the “Confidential Materials”) and, upon termination of hisemployment hereunder, or such earlier time as the Company may so request, he shallimmediately return to the Company all such Confidential Materials (and copiesthereof) then in his possession or control;     (C) Employee agrees that he will at all times comply with all securityregulations (1) in effect from time to time at the Company’s premises and (2) ineffect for materials belonging to the Company; and     (D) Employee agrees that the provisions of this subsection (b) are reasonablynecessary to protect the proprietary rights of the Company in the ConfidentialInformation and its trade secrets, good will and reputation.     (c) Severability. In the event a court of competent jurisdiction determines that theprovisions of the covenants in this Section 9 are excessively broad as to duration, geographicscope or activity, it is expressly agreed that the covenants contained in this Section 9 shall beconstrued so that the provisions which the court does not deem excessively broad shall not beaffected, but shall remain in full force and effect, and any such overly broad provisions shall bedeemed, without further action or the part of any party, to be modified, amended and or limited,but only to the extent necessary to render the same valid and enforceable in such jurisdiction.     (d) Remedies. Employee acknowledges that any breach of the provisions of this Section9 can cause irreparable harm to the Company for which the Company would have no adequate remedy atlaw. In the event of a breach or threatened breach by Employee of any of such provisions, inaddition to any and all other rights and remedies it may have under this Agreement or otherwise,the Company may immediately seek any judicial action deemed necessary, including, withoutlimitation, temporary and preliminary injunctive relief.     10. Notices. All notices, demands or other communications to be given or deliveredunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed tohave been given when delivered personally to the recipient, one day after being sent to therecipient by reputable overnight courier service (charges prepaid) or three days after being mailedto the recipient by certified or registered mail, return receipt requested and postage prepaid.Such notices, demands and other communications shall be sent to the recipients at the addressesindicated below:Notices to Employee: