exv10w3



 



Exhibit
10.3




EXECUTIVE EMPLOYMENT AGREEMENT




     This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of this June 11, 2007,
between Belden Inc., a Delaware corporation (the “Company”), and Denis Suggs (the “Executive”).



WITNESSETH:




     WHEREAS, the Company desires to employ Executive as its Vice President, Operations and
President of Belden Americas, and Executive desires to accept such employment; and



     WHEREAS, the Company and Executive desire to enter into this Agreement to set forth the terms
of Executive’s employment by the Company;



     NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and
of other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. POSITION/DUTIES.



          (a) Executive shall serve as Vice President of Operations and President of its Belden Americas
Division. In such capacity, Executive shall have active and general supervision and management
over the business affairs of Belden Americas.




          (b) Executive shall use Executive’s best efforts to perform faithfully and efficiently the
duties and responsibilities assigned to Executive hereunder and devote substantially all of
Executive’s business time to the performance of Executive’s duties with the Company; provided, the
foregoing shall not prevent Executive from participating in charitable, civic, educational,
professional or community affairs so long as such activities do not materially interfere with the
performance of Executive’s duties hereunder or create a potential business conflict or the
appearance thereof.




     2. TERM OF AGREEMENT. This Agreement shall be effective on the date hereof and the initial
term of Executive’s employment with the Company shall commence on the date as the CEO and Executive
agree, but no later than June 11, 2007 (the “Effective Date”), and shall end on the third
anniversary of the Effective Date. The term of this Agreement shall be automatically extended
thereafter for successive one (1) year periods unless, at least ninety (90) days prior to the end
of the initial term of this Agreement or the then current succeeding one-year extended term of this
Agreement, the Company or Executive has notified the other that the term hereunder shall terminate
upon its expiration date. The initial term of this Agreement, as it may be extended from year to
year thereafter, is herein referred to as the “Term.” The foregoing to the contrary
notwithstanding, upon the occurrence of a Change in Control (defined below) at any time after the
third anniversary of the Effective Date, the Term of this Agreement shall be extended to the second
anniversary of the date of the occurrence of such Change in Control and shall be subject to
expiration thereafter upon notice by Executive or the Company to the other party or to automatic
successive additional one-year periods, as the case may be, in the manner provided above. If
Executive remains employed by the Company beyond the expiration of the Term, he shall be an
employee at-will; except that any provisions identified as surviving shall



 









 







continue. In all events hereunder, Executive’s employment is subject to earlier termination
pursuant to Section 7 hereof, and upon such earlier termination the Term shall be deemed to have
ended.



     3. BASE SALARY. Commencing on the Effective Date, the Company shall pay Executive a base
salary (the “Base Salary”) at an annual rate of $333,000, payable in accordance with the regular
payroll practices of the Company. Executive’s Base Salary shall be subject to annual review by the
CEO and may be increased from time to time upon the recommendation by the CEO and approval by the
Compensation Committee (the “Committee”) of the Board. The base salary as determined herein from
time to time shall constitute “Base Salary” for purposes of this Agreement.



     4. ANNUAL BONUS. Commencing on the Effective Date, Executive shall be eligible to participate
in the Company’s Annual Cash Incentive Plan and any successor annual bonus plans. Executive shall
have the opportunity to earn an annual target bonus, measured against performance criteria to be
determined by the Board (or a committee thereof), of at least 70% of Base Salary. Executive will
receive a pro-rata bonus for fiscal 2007 equal to the bonus earned by Executive for fiscal 2007
based upon actual Company and individual performance multiplied by a fraction, the numerator of
which is the number of days during the period between the Effective Date and December 31, 2007, and
the denominator of which is 365.



     5. EQUITY AWARDS.



          (a) BUY-OUT AWARDS.





          (i) The Board or the Committee shall, in accordance with the form of award attached
hereto as Exhibit A, award Executive as of the Effective Date, 7,250 restricted
stock units (the “Buy-Out RSUs”). The Buy-Out RSUs shall vest in full on the fifth
anniversary of the Effective Date, provided that Executive has been continuously employed by
the Company through such date for the Buy-Out RSUs to so vest, except as otherwise provided
hereunder and in the award agreement.



          (b) 2007 AWARDS





          (i) The Board or the Committee shall award Executive as of the Effective Date such
number of performance share units (the “2007 PSUs”) as equals the quotient of (A) $180,000
divided by (B) the Fair Market Value of one share of Common Stock on the Effective Date, in
accordance with the form of award attached hereto as Exhibit B. Each Inducement PSU
represents the right to receive between zero and one and one-half (1.5) restricted stock
units, depending on attainment of Company performance objectives during calendar year 2007.
Each such restricted stock unit represents the right to receive one share of Common Stock,
and shall vest as provided hereunder and in the award agreement.




          (ii) The Board or the Committee shall, in accordance with the form of awards attached
hereto as Exhibit C, award Executive as of the Effective Date, such number of stock
appreciation rights settled in shares of the Company’s Common Stock (the “2007 SSARs”) as
equal to the quotient of (A) $180,000 divided by (B) the Black-



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Scholes value (or other valuation method) of one (1) share of Common Stock on the
Effective Date as determined by the Committee or the Board for the valuation of SSAR grants
to other senior executives during the 2007 fiscal year. The 2007 SSARs will be granted with
an exercise price equal to the Fair Market Value of one share of Common Stock on the
Effective Date. The 2007 SSARs shall vest and become exercisable in three (3) equal
installments on the first, second and third anniversaries of the Effective Date, provided
that the Executive has been continuously employed by the Company through each such vesting
date for such installment to so vest, except as otherwise provided hereunder and in the
award agreement.



          (c) LONG-TERM INCENTIVE AWARDS.





          (i) Commencing with annual awards granted to senior executives in 2008, Executive shall
be eligible for annual long-term incentive awards throughout the Term under such long-term
incentive plans and programs as may be in effect from time to time in accordance with the
Company’s compensation practices and the terms and provisions of any such plans or programs;
provided, that Executive’s participation in such plans and programs shall be at a level and
on terms and conditions consistent with participation by other senior executives of the
Company, as the Board or the Committee shall determine in its sole discretion, with due
consideration of Executive’s position, awards granted to other senior executives of the
Company and competitive compensation data. Notwithstanding, provided that Executive is
employed by the Company on the date of grant, Executive shall be granted an annual long-term
incentive equity award during the 2008 fiscal year having a value on the grant date of not
less than 120% of Base Salary.




          (ii) All long-term incentive awards to Executive shall be granted pursuant to and shall
be subject to all of the terms and conditions imposed upon such awards granted under the
Plan.



          (d) STOCK OWNERSHIP. Executive shall be subject to, and shall comply with, the stock
ownership guidelines of the Company as may be in effect from time to time. Executive shall have
five (5) years to satisfy the stock ownership guidelines applicable to Executive; provided, that
the annual interim target for share accumulation by Executive is 20%.




     6. EMPLOYEE BENEFITS. Commencing on the Effective Date:



          (a) BENEFIT PLANS. Executive shall be entitled to participate in all employee benefit plans
of the Company including, but not limited to, equity, pension, thrift, profit sharing, medical
coverage, education, or other retirement or welfare benefits that the Company has adopted or may
adopt, maintain or contribute to for the benefit of its senior executives, on a basis no less
favorable than other senior executives of the Company, in accordance with the terms of such plans
and programs.




          (b) VACATION. Executive shall be entitled to annual paid vacation in accordance with the
Company’s policy applicable to senior executives, but in no event less than four (4) weeks per year
(as prorated for partial years of employment).




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          (c) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation,
Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy for all
reasonable and necessary business expenses incurred in connection with the performance of
Executive’s duties hereunder. The Company shall reimburse Executive for a luncheon club membership
in Indianapolis, annual executive physical examinations, annual tax preparation/review by the
Company’s designated service provider and for his reasonable professional fees incurred in
connection with the negotiation and finalization of this Agreement, not in excess of $7,500.




          (d) RELOCATION. Executive will relocate his residence to the vicinity of Indianapolis,
Indiana within 120 days following the Effective Date. Executive shall be entitled to relocation
benefits in accordance with the Company’s relocation policy; provided, (i) the Company shall extend
the period for which Executive shall be eligible for reimbursement of his temporary housing
expenses to 120 days and (ii) the Company will reimburse Executive for the reasonable cost of
commuting between Roanoke, Virginia and Indianapolis, Indiana until the earlier of (A) 120 days
following the Effective Date or (B) the date that Executive relocates the residence of Executive
and his family to the vicinity of Indianapolis, Indiana. The Company’s relocation policy includes
the requirement that the Executive sign the Company’s Continuation of Employment Agreement form.
For clarity, it is understood that the Company will pay for two house hunting trips (to include
Executive’s children) and the shipment of three personal vehicles.




          (e) CERTAIN AMENDMENTS. Nothing herein shall be construed to prevent the Company from
amending, altering, terminating or reducing any plans, benefits or programs so long as Executive
continues to receive compensation and benefits consistent with Sections 4, 5, 6(b) and 6(d) of this
Agreement.




     7. TERMINATION. Executive’s employment and the Term shall terminate on the first of the
following to occur:



          (a) DISABILITY. Upon written notice by the Company to Executive of termination due to
Disability, while Executive remains Disabled. For purposes of this Agreement, “Disability” shall
have the meaning defined under the Company’s then-current long-term disability insurance plan in
which Executive participates.




          (b) DEATH. Automatically on the date of death of Executive.




          (c) CAUSE. Immediately upon written notice by the Company to Executive of a termination of
Executive’s employment for Cause. “Cause” shall mean:





          (i) Executive’s willful and continued failure to perform substantially his duties owed
to the Company or its affiliates after a written demand for substantial performance is
delivered to him specifically identifying the nature of such unacceptable performance, which
is not cured or reasonable progress toward a cure by Executive within a reasonable period,
not to exceed thirty (30) days;




          (ii) Executive is convicted of (or pleads guilty or no contest to) a felony or any
crime involving moral turpitude;



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          (iii) Executive breaches his representation or covenant under Section 24; or




          (iv) Executive has engaged in conduct that constitutes gross misconduct in the
performance of his employment duties.




An act or omission by Executive shall not be “willful” if conducted in good faith and with
Executive’s reasonable belief that such conduct is in the best interests of the Company.



          (d) WITHOUT CAUSE. Upon written notice by the Company to Executive of an involuntary
termination of Executive’s employment other than for Cause (and other than due to his Disability).




          (e) GOOD REASON. Upon written notice by Executive to the Company of a voluntary termination
of Executive’s employment at any time during a Protection Period (defined in Section 10 below), for
Good Reason. “Good Reason” shall mean, without the express written consent of Executive, the
occurrence of any of the following events during a Protection Period:





          (i) Executive’s Base Salary or annual target bonus opportunity is reduced;




          (ii) Executive’s duties or responsibilities are negatively and materially changed in a
manner inconsistent with Executive’s position (including status, offices, titles, and
reporting responsibilities) or authority; or




          (iii) The Company requires Executive’s principal office to be relocated more than 50
miles from its location as of the date immediately preceding the Change in Control.



          (f) VOLUNTARY TERMINATION FOR ANY REASON (WITHOUT GOOD REASON DURING A PROTECTION PERIOD).
Upon at least thirty (30) days’ prior written notice by Executive to the Company of Executive’s
voluntary termination of employment (i) for any reason prior to or after a Protection Period or
(ii) without Good Reason during a Protection Period, in either case which the Company may, in its
sole discretion, make effective earlier than any termination date set forth in such notice.




     8. CONSEQUENCES OF TERMINATION. Any termination payments made and benefits provided under
this Agreement to Executive shall be in lieu of any termination or severance payments or benefits
for which Executive may be eligible under any of the plans, policies or programs of the Company or
its affiliates, it being understood that RSUs, SSARs and other Long-Term Awards (as defined in
Section 11 hereof) shall be treated as addressed in Section 11 hereof except as otherwise provided
hereunder with respect to the Buy-Out Awards under Section 5(a) and the 2007 PSUs and the 2007
SSARS awards under Section 5(b) (the “Inducement Awards”). Upon termination of Executive’s
employment, the following amounts and benefits shall be due to Executive:



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          (a) DEATH; DISABILITY. If Executive’s employment terminates due to Executive’s death or
Disability, then the Company shall pay or provide Executive (or the legal representative of his
estate in the case of his death) with:





          (i) (A) any accrued and unpaid Base Salary through the date of termination and any
accrued and unused vacation in accordance with Company policy; (B) any accrued and unpaid
benefits through the date of termination in accordance with the applicable plan or program;
(C) reimbursement for any unreimbursed expenses, incurred and documented in accordance with
applicable Company policy, through the date of termination; and (D) reimbursement for any
unpaid relocation expenses in accordance with Section 6(d) (collectively, “Accrued
Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen
(15) days following the date of termination, under clause (B) shall be paid in accordance
with the applicable plan or program, and under clauses (C) and (D) shall be paid within
fifteen (15) days after Executive shall have provided the Company all required documentation
therefor;




          (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the
date of termination, payable when bonuses are paid generally to senior executives for such
year;




          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs,
the amount of which shall be based on actual performance under the applicable bonus plan and
a fraction, the numerator of which is the number of days elapsed during the performance year
through the date of termination and the denominator of which is 365, which pro-rated bonus
shall be paid when bonuses are paid generally to senior executives for such year;




          (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be,
as may be provided under the Company plans in which Executive participates immediately prior
to such termination; and




          (v) Executive’s Inducement Awards shall become immediately fully vested. Executive’s
Inducement SSARs shall be exercisable for the lesser of one year following the date of
termination or the exercise period stated in the award agreement. Any restricted stock
units awarded with respect to 2007 PSUs shall become immediately fully vested, and any
restricted stock units to be awarded with respect to 2007 PSUs shall be fully vested
immediately upon award. If Executive’s termination of employment occurs prior to 2008, then
restricted stock units shall be awarded with respect to 2007 PSUs based upon performance for
all of the calendar year 2007.



          (b) VOLUNTARY TERMINATION (INCLUDING VOLUNTARY TERMINATION WITHOUT GOOD REASON DURING A
PROTECTION PERIOD); INVOLUNTARY TERMINATION WITHOUT CAUSE AT OR AFTER AGE 65; INVOLUNTARY
TERMINATION FOR CAUSE. If Executive’s employment should be terminated (i) by Executive for any
reason at any time other than during a Protection Period, (ii) by Executive without Good Reason
during a Protection Period, (iii) by the Company without Cause and other than for Disability at or
after Executive’s attainment of age 65, or (iv) by the

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Company for Cause, then the Company shall pay to Executive any Accrued Obligations in
accordance with Section 8(a)(i). Upon termination of Executive’s employment by the Company for
Cause, all unvested Inducement Awards and any vested unexercised 2007 SSARs will be immediately
forfeited.




          (c) TERMINATION WITHOUT CAUSE. If at any time (A) prior to Executive’s attainment of age 65
and (B) other than during a Protection Period, Executive’s employment by the Company is terminated
by the Company without Cause (and other than a termination for Disability), then the Company shall
pay or provide Executive with:





          (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);




          (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the
date of termination, payable when bonuses are paid generally to senior executives for such
year;




          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs,
the amount of which shall be based on actual performance under the applicable bonus plan and
a fraction, the numerator of which is the number of days elapsed during the performance year
through the date of termination and the denominator of which is 365, which pro-rated bonus
shall be paid when bonuses are paid generally to senior executives for such year;




          (iv) Severance payments in the aggregate amount equal to the sum of (A) Executive’s
then Base Salary plus (B) his annual target bonus, which amount shall be payable to
Executive in equal payroll installments over a period of twelve (12) months;




          (v) Subject to Executive’s continued co-payment of premiums, continued participation
for twelve (12) months in the Company’s medical benefits plan which covers Executive and his
eligible dependents upon the same terms and conditions (except for the requirements of
Executive’s continued employment) in effect for active employees of the Company. In the
event Executive obtains other employment that offers substantially similar or more favorable
medical benefits, such continuation of coverage by the Company under this subsection shall
immediately cease. The continuation of health benefits under this subsection shall reduce
the period of coverage and count against Executive’s right to healthcare continuation
benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”); and




          (vi) Executive’s Inducement Awards shall become immediately fully vested. Executive’s
Inducement SSARs shall be exercisable for the lesser of one year following the date of
termination or the exercise period stated in the award agreement. Any restricted stock
units awarded with respect to the 2007 PSUs shall become immediately fully vested, and any
restricted stock units to be awarded with respect to the 2007 PSUs shall be fully vested
immediately upon award. If Executive’s termination of employment occurs prior to 2008, then
restricted stock units shall be awarded with respect to 2007 PSUs based upon performance for
all of calendar year 2007.



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     9. CONDITIONS. Any payments or benefits made or provided to Executive pursuant to any
subsection of Section 8 or Section 10(b), other than Accrued Obligations, are subject to
Executive’s:



          (a) compliance with the provisions of Section 12 hereof;




          (b) delivery to the Company of an executed Agreement and General Release (the “General
Release”), which shall be substantially in the form attached hereto as Exhibit D within
twenty-one (21) days after presentation thereof by the Company to Executive; and




          (c) delivery to the Company of a resignation from all offices, directorships and fiduciary
positions held by Executive with the Company, its affiliates and employee benefit plans.



Notwithstanding the due date of any post-employment payments, any amounts due following a
termination under this Agreement (other than Accrued Obligations) shall not be payable until after
the expiration of any statutory revocation period applicable to the General Release without
Executive having revoked such General Release, and, subject to the provisions of Section 22 hereof,
any such amounts shall be paid to Executive within thirty (30) days thereafter. Notwithstanding
the foregoing, Executive shall be entitled to any Accrued Obligations, payable without regard for
the conditions of this Section 9.




     10. CHANGE IN CONTROL; EXCISE TAX.



          (a) CHANGE IN CONTROL. A “Change in Control” of the Company shall be deemed to have occurred
if any of the events set forth in any one of the following subparagraphs shall occur:





          (i) The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than 50% of either (i) the then-outstanding shares of common
stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting
power of the then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”); provided, however,
that for purposes of this subsection (a), the following acquisitions shall not constitute a
Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the
Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (4) any
acquisition by any corporation pursuant to a transaction which complies with clauses (1) and
(2) of subsection (iii) of this definition;




          (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board shall



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be considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board;




          (iii) consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a “Business
Combination”), in each case, unless, following such Business Combination, (1) all or
substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and
the combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) and in substantially the same
proportions as their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may
be, and (2) at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the Board, providing for such
Business Combination; or




          (iv) approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.



          (b) INDUCEMENT AWARDS. Upon the occurrence of a Change in Control of the Company, if
Executive is employed by the Company at the time of such Change in Control, the Inducement Awards,
to the extent not vested, shall immediately vest in full.




          (c) QUALIFYING TERMINATION. If prior to Executive’s attainment of age 65 Executive’s
employment is involuntarily terminated by the Company without Cause (and other than due to his
Disability), or if Executive’s employment is voluntarily terminated by Executive for Good Reason,
in either case only in connection with the occurrence of a Change in Control or during the period
commencing on the occurrence of a Change in Control of the Company and ending on the second
anniversary of the date of the Change in Control (the “Protection Period”), then the Company shall
pay or provide Executive with:





          (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);




          (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the
date of termination, payable when bonuses are paid generally to senior executives for such
year;



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          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs,
the amount of which shall be based on target performance and a fraction, the numerator of
which is the number of days elapsed during the performance year through the date of
termination and the denominator of which is 365, which pro-rated bonus shall be paid when
bonuses are paid generally to senior executives for such year;




          (iv) A lump sum severance payment in the aggregate amount equal to the product of (A)
the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his
annual target bonus multiplied by (B) two (2);




          (v) Subject to Executive’s continued co-payment of premiums, continued participation
for two (2) years in the Company’s medical benefits plan which covers Executive and his
eligible dependents upon the same terms and conditions (except for the requirements of
Executive’s continued employment) in effect for active employees of the Company. In the
event Executive obtains other employment that offers substantially similar or more favorable
medical benefits, such continuation of coverage by the Company under this subsection shall
immediately cease. The continuation of health benefits under this subsection shall reduce
the period of coverage and count against Executive’s right to healthcare continuation
benefits under COBRA; and




          (vi) All of Executive’s unvested Long-Term Awards (except for any performance shares or
PSUs (other than the 2007 PSUs which are covered above under Section 10(b)) where
termination of Executive’s employment occurs prior to a Performance Determination Date)
shall become immediately fully vested. All then-unexercised stock-settled or other stock
appreciation rights shall be exercisable for the lesser of one year following the date of
termination or the exercise period stated in the award agreement to the extent permissible
under the applicable award agreement and plan. With respect to any PSUs (other than 2007
PSUs) where the Executive’s employment is terminated prior to a Performance Determination
Date, the consequence of such termination shall be governed by the award agreement.



          (d) EXCISE TAX.





          (i) If it is determined that any amount, right or benefit paid or payable (or otherwise
provided or to be provided) to the Executive by the Company or any of its affiliates under
this Agreement or any other plan, program or arrangement under which Executive participates
or is a party, other than amounts payable under this Section 10(d), (collectively, the
“Payments”), would constitute an “excess parachute payment” within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the “Code”), subject to the excise
tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”),
and the present value of such Payments (calculated in a manner consistent with that set
forth in the applicable regulations promulgated under Section 280G of the Code) is equal to
or less than 110% of the threshold at which such amount becomes an “excess parachute
payment,” then the amount of the Payments payable to the Executive under this Agreement
shall be reduced (a “Reduction”) to the



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extent necessary so that no portion of such Payments payable to the Executive is
subject to the Excise Tax.




          (ii) In the event it shall be determined that the amount of the Payments payable to the
Executive is more than 110% greater than the threshold at which such amount becomes an
“excess parachute payment,” then the Executive shall be entitled to receive an additional
payment from the Company (a “Gross-Up Payment”) in an amount such that, after payment by the
Executive of all taxes (including any interest or penalties imposed with respect to such
taxes), including, without limitation, any income and employment taxes and Excise Tax
imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.




          (iii) All determinations required to be made under this Section 10(d), including
whether and when a Gross-Up Payment or a Reduction is required, the amount of such Gross-Up
Payment or Reduction and the assumptions to be utilized in arriving at such determination,
shall be made by an independent, nationally recognized accounting firm mutually acceptable
to the Company and the Executive (the “Auditor”); provided that in the event a Reduction is
determined to be required, the Executive may determine which Payments shall be reduced in
order to comply with the provisions of this Section 10(d). The Auditor shall promptly
provide detailed supporting calculations to both the Company and Executive following any
determination that a Reduction or Gross-Up Payment is necessary. All fees and expenses of
the Auditor shall be paid by the Company. Any Gross-Up Payment, as determined pursuant to
this Section 10(d), shall be paid by the Company to the Executive within five (5) days of
the receipt of the Auditor’s determination. All determinations made by the Auditor shall be
binding upon the Company and the Executive; provided that if, notwithstanding the Auditor’s
initial determination, the Internal Revenue Service (or other applicable taxing authority)
determines that an additional Excise Tax is due with respect to the Payments, then the
Auditor shall recalculate the amount of the Gross-Up Payment or Reduction Amount, if
applicable, based upon the determinations made by the Internal Revenue Service (or other
applicable taxing authority) after taking into account any additional interest and penalties
(the “Recalculated Amount”) and the Company shall pay to the Executive the excess of the
Recalculated Amount over the Gross-Up Payment initially paid to the Executive or the amount
of the Payments after the Reduction, as applicable, within five (5) days of the receipt of
the Auditor’s recalculation of the Gross-Up Payment.



     11. LONG-TERM AWARDS. All of Executive’s stock appreciation rights, restricted stock units,
performance share units and any other long-term incentive awards granted under any long-term
incentive plan of the Company (collectively, “Long-Term Awards”), shall remain in effect in
accordance with their terms and conditions, including with respect to the consequences of the
termination of Executive’s employment or a Change in Control, and shall not be in any way amended,
modified or affected by this Agreement except as provided in Section 10(c)(vi) and except as
hereinafter provided. Upon termination of Executive’s employment by the Company for Cause, all
unvested Long-Term Awards will be immediately forfeited as well as any vested unexercised awards.
Upon a voluntary resignation by Executive for any reason at any time other than during a Protection
Period or by Executive without Good



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Reason during a Protection Period, all vested Long-Term Awards will remain exercisable for
ninety (90) days following the effective date of such termination of employment. Upon any
termination by the Company for Cause, by the Executive for any reason at any time other than during
a Protection Period or by Executive without Good Reason during a Protection Period, all unvested
Long-Term Awards will be immediately forfeited. The provisions of this Section 11 shall not apply
to Executive’s Inducement Awards.



     12. EXECUTIVE COVENANTS.



          (a) CONFIDENTIALITY. Executive agrees that Executive shall not, commencing on the date hereof
and at all times thereafter, directly or indirectly, use, make available, sell, disclose or
otherwise communicate to any person, other than in the course of Executive’s employment and for the
benefit of the Company, any nonpublic, proprietary or confidential information, knowledge or data
relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall
have been obtained by Executive during Executive’s employment by the Company. The foregoing shall
not apply to information that (i) was known to the public prior to its disclosure to Executive;
(ii) becomes known to the public subsequent to disclosure to Executive through no wrongful act of
Executive or any representative of Executive; or (iii) Executive is required to disclose by
applicable law, regulation or legal process (provided that Executive provides the Company with
prior notice of the contemplated disclosure and reasonably cooperates with the Company at its
expense in seeking a protective order or other appropriate protection of such information).
Notwithstanding clauses (i) and (ii) of the preceding sentence, Executive’s obligation to maintain
such disclosed information in confidence shall not terminate where only portions of the information
are in the public domain.




          (b) NONSOLICITATION. Commencing on the date hereof, and continuing during Executive’s
employment with the Company and for the twelve (12) month period following termination of
Executive’s employment for any reason (a twenty-four (24) month post-employment period in the event
of a termination of Executive’s employment for any reason at any time during a Protection Period)
(“Restricted Period”), Executive agrees that Executive shall not, without the prior written consent
of the Company, directly or indirectly, individually or on behalf of any other person, firm,
corporation or other entity: (i) solicit, recruit or employ (whether as an employee, officer,
director, agent, consultant or independent contractor) any person who was or is at any time during
the six (6) months preceding termination of Executive’s employment an employee, representative,
officer or director of the Company; (ii) take any action to encourage or induce any employee,
representative, officer or director of the Company to cease their relationship with the Company for
any reason; or (iii) knowingly solicit, aid or induce any customer of the Company or any of its
subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its
subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid
any other persons or entity in identifying or soliciting any such customer.




          (c) NONCOMPETITION. Executive acknowledges that Executive performs services of a unique
nature for the Company that are irreplaceable, and that Executive’s performance of such services to
a competing business will result in irreparable harm to the Company. Accordingly, during the
Restricted Period, Executive agrees that Executive shall not, directly or indirectly, own, manage,
operate, control, be employed by (whether as an employee,

12









 








consultant, independent contractor or otherwise, and whether or not for compensation) or
render services to any person, firm, corporation or other entity, in whatever form, engaged in any
business of the same type as any business in which the Company or any of its subsidiaries or
affiliates is engaged on the date of termination or in which they have proposed, within twelve (12)
months prior to such date, to be engaged in on or after such date at any time during the Restricted
Period, in any locale of any country in which the Company conducts business. This Section 12(c)
shall not prevent Executive from owning not more than two percent (2%) of the total shares of all
classes of stock outstanding of any publicly held entity engaged in such business.




          (d) NONDISPARAGEMENT. Each of Executive and the Company (for purposes hereof, “the Company”
shall mean only (i) the Company by press release or other formally released announcement and (ii)
the executive officers and directors thereof and not any other employees) agrees not to make any
public statements that disparage the other party, or in the case of the Company, its respective
affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing,
statements made in the course of sworn testimony in administrative, judicial or arbitral
proceedings (including, without limitation, depositions in connection with such proceedings) shall
not be subject to this Section 12(d). Executive’s provision shall also not cover normal
competitive statements which do not cite Executive’s employment by the Company.




          (e) RETURN OF COMPANY PROPERTY AND RECORDS. Executive agrees that upon termination of
Executive’s employment, for any cause whatsoever, Executive will surrender to the Company in good
condition (reasonable wear and tear excepted) all property and equipment belonging to the Company
and all records kept by Executive containing the names, addresses or any other information with
regard to customers or customer contacts of the Company, or concerning any proprietary or
confidential information of the Company or any operational, financial or other documents given to
Executive during Executive’s employment with the Company. Excepted from this are Executive’s daily
calendar or log and any notes related thereto (and with access thereof).




          (f) COOPERATION. Executive agrees that, following termination of Executive’s employment for
any reason, Executive shall upon reasonable advance notice, and to the extent it does not interfere
with previously scheduled travel plans and does not unreasonably interfere with other business
activities or employment obligations, assist and cooperate with the Company with regard to any
matter or project in which Executive was involved during Executive’s employment, including any
litigation. The Company shall compensate Executive for reasonable expenses incurred in connection
with such cooperation and assistance. Executive’s duty to cooperate shall terminate when the
period during which Company has an actionable claim has expired.




          (g) ASSIGNMENT OF INVENTIONS. Executive will promptly communicate and disclose in writing to
the Company all inventions and developments including software, whether patentable or not, as well
as patents and patent applications (hereinafter collectively called “Inventions”), made, conceived,
developed, or purchased by Executive, or under which Executive acquires the right to grant licenses
or to become licensed, alone or jointly with others, which have arisen or jointly with others,
which have arisen or may arise out of

13









 








Executive’s employment, or relate to any matters pertaining to, or useful in connection
therewith, the business or affairs of the Company or any of its subsidiaries. Included herein as
if developed during the employment period is any specialized equipment and software developed for
use in the business of the Company. All of Executive’s right, title and interest in, to, and under
all such Inventions, licenses, and right to grant licenses shall be the sole property of the
Company. Any such Inventions disclosed to anyone by Executive within one (1) year after the
termination of employment for any cause whatsoever shall be deemed to have been made or conceived
by Executive during the Term. As to all such Inventions, Executive will, upon request of the
Company execute all documents which the Company deems necessary or proper to enable it to establish
title to such Inventions or other rights, and to enable it to file and prosecute applications for
letters patent of the United States and any foreign country; and do all things (including the
giving of evidence in suits and other proceedings) which the Company deems necessary or proper to
obtain, maintain, or assert patents for any and all such Inventions or to assert its rights in any
Inventions not patented.




          (h) EQUITABLE RELIEF AND OTHER REMEDIES. The parties acknowledge and agree that the other
party’s remedies at law for a breach or threatened breach of any of the provisions of this Section
12 would be inadequate and, in recognition of this fact, the parties agree that, in the event of
such a breach or threatened breach, in addition to any remedies at law, the other party, without
posting any bond, shall be entitled to obtain equitable relief in the form of specific performance,
temporary restraining order, a temporary or permanent injunction or any other equitable remedy
which may then be available.




          (i) REFORMATION. If it is determined by a court of competent jurisdiction in any state that
any restriction in this Section 12 is excessive in duration or scope or is unreasonable or
unenforceable under the laws of that state, it is the intention of the parties that such
restriction may be modified or amended by the court to render it enforceable to the maximum extent
permitted by the law of that state.




          (j) SURVIVAL OF PROVISIONS. The obligations of Executive set forth in this Section 12 shall
survive the termination of Executive’s employment by the Company and the termination or expiration
of this Agreement and shall be fully enforceable thereafter.




     13. BENEFICIARY. If Executive dies prior to receiving all of the amounts payable to him in
accordance with the terms and conditions of this Agreement, such amounts shall be paid to the
beneficiary (“Beneficiary”) designated by Executive in writing to the Company during Executive’s
lifetime, or if no such Beneficiary is designated, to Executive’s estate. Such payments shall be
made in a lump sum to the extent so payable to Executive and, to the extent not so payable in a
lump sum, in accordance with the terms of this Agreement. Executive, without the consent of any
prior Beneficiary, may change his designation of Beneficiary or Beneficiaries at any time or from
time to time by a submitting to Company a new designation in writing. Notwithstanding the
preceding provisions of this Section 13, any beneficiary provisions of any employee benefit plan or
program (including for the purpose, but not limited to, the Company’s Long-Term Performance
Incentive Plan and award agreements thereunder), shall apply for purposes of determining
Executive’s beneficiary under any such employee benefit plan or program.



14









 





     14. NO ASSIGNMENTS.



          (a) This Agreement is personal to each of the parties hereto. Except as provided in Section
14(b) below, no party may assign or delegate any rights or obligations hereunder without first
obtaining the written consent of the other party hereto.




          (b) The Company shall assign this Agreement to any successor to all or substantially all of
the business or assets of the Company provided that the Company shall require such successor to
expressly assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken place and shall deliver
a copy of such assignment to Executive.




     15. NOTICE. For the purpose of this Agreement, notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the
date of delivery if delivered by hand, (b) on the first business day following the date of deposit
if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following
the date delivered or mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:


If to Executive:



At the address shown on the records of the Company



If to the Company:



Belden Inc.

7701 Forsyth Boulevard

Suite 800

St. Louis, Missouri 63105

Attn: General Counsel





or to such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be effective
only upon receipt.



     16. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included
solely for convenience and shall not affect, or be used in connection with, the interpretation of
this Agreement. In the event of any inconsistency between this Agreement and any other agreement
(including but not limited to any option, long-term incentive or other equity award agreement),
plan, program, policy or practice of the Company, the terms of this Agreement shall control.



     17. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.



     18. ARBITRATION. Any dispute or controversy arising under or in connection with this
Agreement, other than injunctive relief under Section 12(h) hereof or damages for



15









 







breach of Section 12, shall be settled exclusively by arbitration, conducted before a single
arbitrator in St. Louis, Missouri, administered by the American Arbitration Association (“AAA”) in
accordance with its Commercial Arbitration Rules then in effect. The single arbitrator shall be
selected by the mutual agreement of the Company and Executive, unless the parties are unable to
agree to an arbitrator, in which case, the arbitrator will be selected under the procedures of the
AAA. The arbitrator will have the authority to permit discovery and to follow the procedures that
Executive or she determines to be appropriate. The arbitrator will have no power to award
consequential (including lost profits), punitive or exemplary damages. The decision of the
arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the
arbitrator’s award in any court having jurisdiction. Each party shall bear its own legal fees and
costs and equally divide the forum fees and cost of the arbitrator (unless otherwise awarded by the
arbitrator).



     19. INDEMNIFICATION; LIABILITY INSURANCE. The Company and Executive shall enter into the
Company’s standard form of indemnification agreement governing his conduct as an officer and
director of the Company.



     20. AMENDMENTS; WAIVER. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed by Executive and
such officer or director as may be designated by the Board. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent time.



     21. ENTIRE AGREEMENT; MISCELLANEOUS. This Agreement together with all exhibits hereto sets
forth the entire agreement of the parties hereto in respect of the subject matter contained herein.
No agreements or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of Delaware without regard to its conflicts of law principles.
The descriptive headings in this Agreement are inserted for convenience of reference only and are
not intended to be part of or to affect the meaning or interpretation of this Agreement. The use
of the word “including” in this Agreement shall be by way of example rather than by limitation and
the word “or” shall be inclusive and not exclusive.



     22. CODE SECTION 409A. It is intended that any amounts payable under this Agreement and the
Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the
provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to
subject Executive to the payment of interest and tax penalty which may be imposed under Section
409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts
shall be payable to Executive before such time as such payment fully complies with the provisions
of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A
after the date of this Agreement would result in Executive being subject to payment of interest and
tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this
Agreement into compliance with Section 409A.



16









 





     23. FULL SETTLEMENT. Except as set forth in this Agreement, the Company’s obligation to make
the payments provided for in this Agreement and otherwise to perform its obligations hereunder
shall not be affected by any circumstances, including, without limitation, set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have against Executive or
others, except to the extent any amounts are due the Company or its subsidiaries or affiliates
pursuant to a judgment against Executive. In no event shall Executive be obliged to seek other
employment or take any other action by way of mitigation of the amounts payable to Executive under
any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced
by any compensation earned by Executive as a result of employment by another employer, except as
set forth in this Agreement.



     24. REPRESENTATION. Executive represents and warrants to the Company that Executive has the
legal right to enter into this Agreement and to perform all of the obligations on Executive’s part
to be performed hereunder in accordance with its terms and that Executive is not a party to any
agreement or understanding, written or oral, which prevents Executive from entering into this
Agreement or performing all of Executive’s obligations hereunder.



     25. WITHHOLDING. The Company may withhold from any and all amounts payable under this
Agreement such federal, state and local taxes as may be required to be withheld pursuant to any
applicable law or regulation.



     26. AGREEMENT OF THE PARTIES. The language used in this Agreement will be deemed to be the
language chosen by the parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party hereto. Neither Executive nor the Company shall be
entitled to any presumption in connection with any determination made hereunder in connection with
any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.



     27. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year
first written above.



	 	 	 	 	 
	 	BELDEN INC.

 	 
	 	By:  	/s/John Stroup
 	 
	 	 	John Stroup, Chief Executive Officer 	 
	 	 	 	 
	 	/s/Denis Suggs
 	 
	 	Denis Suggs 	 
	 	 	 
	 




17










 





Exhibit 10.3




EXHIBIT A




BELDEN INC.




BUY-OUT RESTRICTED STOCK UNIT AWARD AGREEMENT




     THIS BUY-OUT RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is effective as of June
11, 2007 (the “Grant Date”) by and between Belden Inc., a Delaware corporation (the “Company”) and
Denis Suggs (“Grantee”).



     WHEREAS, pursuant to the Executive Employment Agreement between the Grantee and the Company
dated June 11, 2007, (the “Employment Agreement”) the Grantee, by action of the Board of Directors
of the Company (the “Board”), or by action of the Compensation Committee (the “Committee”) of the
Board, is to receive a grant of 7,250 restricted stock units (“RSUs”) representing 7,250 shares
(the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”),
subject to the provisions of the Employment Agreement, and to enter into a Restricted Stock Unit
Award Agreement in the form hereof;



     NOW THEREFORE, the Company and the Grantee hereby agree as follows:



     1. GRANT OF RSUs. The Company hereby grants to the Grantee on the Grant Date 7,250 RSUs.
Each RSU represents the right to receive one (1) Share. Each RSU shall vest and become
nonforfeitable (“Vest”) in accordance with Section 2 below. The Company shall hold the RSUs in
book-entry form. The Grantee shall have no direct or secured claim in any specific assets of the
Company or the Shares of Common Stock to be issued to Grantee under Section 4(a) hereof and will
have the status of a general unsecured creditor of the Company. The RSUs are granted under the
Company’s 2001 Long-Term Performance Incentive Plan (the “Plan”) and shall be subject to the terms
and conditions of the Plan. Capitalized terms used in this Agreement without further definition
shall have the same meanings given to such terms in the Plan.



     2. VESTING.



          (a) Generally. Subject to the acceleration of the Vesting pursuant to Section 2(b),
(c) or (e) below, or the forfeiture and termination of the RSUs pursuant to Section 2(d) below, all
of the RSUs shall Vest on the fifth (5th) anniversary of the Grant Date. All Vested RSUs shall be
paid to the Grantee as provided in Section 4 hereof.




          (b) Death, Disability or Retirement. If Grantee terminates employment with the
Company on account of death or Disability (as defined in Section 7(a) of the Employment Agreement),
then any and all unvested RSUs shall immediately Vest in full.




          (c) Termination by Company Without Cause. If Grantee’s employment with the Company is
terminated by the Company without Cause (as defined in Section 7(d) of the Employment Agreement),
other than for Disability, prior to Grantee’s attainment of age 65, then any and all unvested RSUs
shall immediately Vest in full.




A-1









 








          (d) Other Employment Termination. If the Grantee voluntarily terminates his
employment or if the Company terminates the Grantee’s employment for Cause (as defined in Section
(c) of the Employment Agreement), , then any and all RSUs that are not Vested at such time shall be
forfeited, cancelled and terminated upon such termination.




          (e) Change of Control. If Grantee is employed at the time of a Change in Control of
the Company (as defined in Section 10(a) of the Employment Agreement), then upon such Change in
Control, any and all unvested RSUs shall immediately Vest in full.




     3. NO TRANSFER OR ASSIGNMENT OF RSUs; RESTRICTIONS ON SALE. Except as otherwise provided in
this Agreement, the RSUs and the rights and privileges conferred thereby shall not be sold, pledged
or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to
sale under execution, attachment, levy or similar process until the Shares underlying the RSUs are
delivered to the Grantee or his designated representative. The Grantee agrees not to sell any
Shares at any time when applicable laws or Company policies prohibit a sale. This restriction shall
apply as long as the Grantee is an employee of the Company.



     4. DELIVERY OF SHARES.



          (a) Issuance of Shares. As of the date in which the RSUs Vest, the Company shall
issue to the Grantee a stock certificate (or register Shares of Common Stock in book-entry form)
representing a number of Shares of Common Stock equal to the number of RSUs then vested.




          (b) Withholding Taxes. At the time Shares of Common Stock are issued to the Grantee,
the Company shall satisfy the statutory Federal, state and local withholding tax obligation
(including the FICA and Medicare tax obligation) required by law with respect to the distribution
of Shares from one or more of the following methods, as the Grantee elects: (i) the Company shall
withhold cash compensation then accrued and payable to the Grantee of such required withholding
amount, (ii) the Grantee may tender a check or other payment of cash to the Company of such
required withholding amount, or (iii) by withholding from Shares issuable to the Grantee hereunder
having an aggregate fair market value equal to the amount of such required withholding.




     5. LEGALITY OF INITIAL ISSUANCE. No Shares shall be issued unless and until the Company has
determined that:



          (a) It and the Grantee, at Company’s expense, have taken any actions required to register the
Shares under the Securities Act of 1933, as amended or to perfect an exemption from the
registration requirements thereof;




          (b) Any applicable listing requirement of any stock exchange or other securities market on
which the Common Stock is listed has been satisfied; and




          (c) Any other applicable provision of state or federal law has been satisfied.




A-2









 








     6. MISCELLANEOUS PROVISIONS.



          (a) Rights as a Stockholder. Neither the Grantee nor the Grantee’s representative
shall have any rights as a stockholder with respect to any Shares underlying the RSUs until the
date that the Company is obligated to deliver such Shares to the Grantee or the Grantee’s
representative.




          (b) Dividends. Between the Grant Date and the date of Vesting of the RSUs (the
“Accrual Period”), any dividends or distributions payable with respect to the number of Shares
equal to the number of RSUs held by the Grantee shall be accumulated and deferred until the Vesting
of the RSUs. After such Vesting of the RSUs, the Company shall promptly distribute to the Grantee
all such dividends and distributions accrued during the Accrual Period.




          (c) No Retention Rights. Nothing in this Agreement shall confer upon the Grantee any
right to continue in the employment or service of the Company for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Company or of the Grantee,
which rights are hereby expressly reserved by each, to terminate his employment or service at any
time and for any reason, with or without cause.




          (d) Employment by Subsidiary, etc. For purposes of this Agreement, employment by a
parent or subsidiary of or a successor to the Company shall be considered employment by the
Company.




          (e) Anti-Dilution. In the event that any change in the outstanding Shares of Common
Stock of the Company (including an exchange of Common Stock for stock or other securities of
another corporation) occurs by reason of a Common Stock dividend or split, recapitalization,
merger, consolidation, combination, exchange of Shares or other similar corporate changes, other
than for consideration received by the Company therefor, the number of RSUs awarded hereunder, and
the number of Shares distributable pursuant to Vested RSUs, shall be appropriately adjusted by the
Committee whose determination shall be conclusive, final and binding; provided, however that
fractional Shares shall be rounded to the nearest whole share. In the event of any other change in
the Common Stock, the Committee shall in its sole discretion determine whether such change
equitably requires a change in the number or type of Shares subject to RSUs and any adjustment made
by the Committee shall be conclusive, final and binding.




          (f) Incorporation of Plan. The provisions of the Plan are incorporated by reference
into these terms and conditions.




          (g) Inconsistency. To the extent any terms and conditions herein conflict with the
terms and conditions of the Plan, the terms and conditions of the Plan shall control. In the event
of any inconsistency between either this Agreement or the Plan, and the Employment Agreement, the
Employment Agreement shall control.




          (h) Notices. Any notice required by the terms of this Agreement shall be given in
writing and shall be deemed effective upon personal delivery, upon deposit with the United States
Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with
a reputable overnight courier. Notice shall be addressed to the Company at its

A-3









 








principal executive office and to the Grantee at the address that he most recently provided to
the Company.




          (i) Entire Agreement; Amendments. This Agreement, together with the Employment
Agreement, constitutes the entire contract between the parties hereto with regard to the subject
matter hereof. This Agreement and the Employment Agreement supersede any other agreements,
representations or understandings (whether oral or written and whether express or implied) which
relate to the subject matter hereof. The Committee shall have authority, subject to the express
provisions of the Plan, to interpret this Agreement and the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, to modify the terms and provisions of this
Agreement, and to make all other determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan, provided no such action may be contrary to the
provisions of the Employment Agreement or may otherwise modify this Agreement in a manner adverse
to Grantee without his prior written consent. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the
extent it shall deem necessary or desirable to carry it into effect. All action by the Committee
under the provisions of this paragraph shall be final, conclusive and binding for all purposes.




          (j) Choice of Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, as such laws are applied to contracts entered into and
performed in such State, without giving effect to the choice of law provisions thereof.




          (k) Successors.




               (i) This Agreement is personal to the Grantee and, except as otherwise provided in Section 3
above, shall not be assignable by the Grantee otherwise than by will or the laws of descent and
distribution, without the written consent of the Company. This Agreement shall inure to the
benefit of and be enforceable by the Grantee’s legal representatives.



               (ii) This Agreement shall inure to the benefit of and be binding upon the Company and its
successors. It shall not be assignable except in connection with the sale or other disposition of
all or substantially all the assets or business of the Company.



          (l) Severability. If any provision of this Agreement for any reason should be found
by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in
part, such declaration shall not affect the validity, legality or enforceability of any remaining
provision or portion hereof, which remaining provision or portion hereof shall remain in full force
and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable
provision or portion hereof eliminated.




          (m) Headings. The headings, captions and arrangements utilized in this Agreement
shall not be construed to limit or modify the terms or meaning of this Agreement.




          (n) Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which shall constitute but one
and the same instrument.




A-4









 





     This Agreement is executed by the Company as of the date and year first written above.



	 	 	 	 	 
	 	BELDEN INC.

 	 
	 	By:  	/s/ John Stroup
 	 
	 	 	John Stroup 	 
	 	 	Title:  	Chief Executive Officer 	 
	 




     The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement
and accepts the RSUs granted hereunder, and further agrees to the terms and conditions hereinabove
set forth.



	 	 	 	 	 
	 	     /s/ Denis Suggs
 	 
	 	Denis Suggs, Grantee 	 
	 	 	 
	 



Date: June 6, 2007





A-5









 




Exhibit
10.3



EXHIBIT B




BELDEN INC.




2007 PERFORMANCE SHARE AWARD AGREEMENT




     THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is effective as of June 11, 2007
(the “Grant Date”) by and between Belden Inc., a Delaware corporation (the “Company”) and Denis
Suggs (“Grantee”).



     WHEREAS, pursuant to the Executive Employment Agreement between Grantee and the Company dated
June 11, 2007 (the “Employment Agreement”), the Grantee, by action of the Board of Directors of the
Company (the “Board”), or by action of the Compensation Committee (the “Committee”) of the Board,
is to receive a grant of 3,300 performance share units (“PSUs”) subject to the provisions of the
Employment Agreement and representing, subject to certain restrictions, a certain number of shares
(the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), such
number to be based on the attainment of performance objectives as provided below, and is to enter
into a Performance Share Award Agreement in the form hereof;



     NOW THEREFORE, the Company and the Grantee hereby agree as follows:



     1. GRANT OF PSUs. The Company hereby grants to the Grantee on the Grant Date 3,300 PSUs.
Each PSU represents the right to receive between zero (0) and one and one-half (1.5) of a
Restricted Stock Unit (“RSU”), depending on the attainment of Company performance objectives in
accordance with Section 2 below. Each RSU in turn represents the right to receive one (1) Share,
which RSUs shall vest and become nonforfeitable (“Vest”) in accordance with Section 3 below. The
Company shall hold any awarded RSUs in book-entry form. The Grantee shall have no direct or
secured claim in any specific assets of the Company or the Shares of Common Stock to be issued to
Grantee under Section 5(a) hereof and will have the status of a general unsecured creditor of the
Company. The PSUs and RSUs are granted under the Company’s 2001 Long-Term Performance Incentive
Plan (the “Plan”) and shall be subject to the terms and conditions of the Plan. Capitalized terms
used in this Agreement without further definition shall have the same meanings given to such terms
in the Plan.



     2. PERFORMANCE OBJECTIVES.



          (a) Award Period; Performance Objectives. The award period (“Award Period”) during
which performance shall be measured is calendar year 2007. The Committee has established
performance objectives for such Award Period based on the attainment of 2007 financial performance
goals. The financial performance goals are those the Committee has established for the Company’s
2007 annual cash incentive plan. If Company performance during the Award Period is at 100% of
targeted objectives, then the Grantee shall be entitled to receive one (1) RSU for each PSU. If
Company performance during the Award Period is at 70% of targeted objectives, then the Grantee
shall be entitled to receive one-half (.5) of an RSU for each

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PSU. If Company performance during the Award Period is at 120% of targeted objectives, then
the Grantee shall be entitled to receive one and one-half (1.5) of an RSU for each PSU. The number
of RSUs shall be prorated for performance between the foregoing standards. If Company performance
during the Award Period is at less than 70% of targeted objectives, then the Grantee shall not be
entitled to receive any RSUs for the PSUs, and this Performance Share Award and the PSUs shall have
no value and shall be deemed forfeited, cancelled and terminated. After the Award Period, the
Committee shall determine the number (if any) of RSUs to be awarded for each PSU based on Company
performance during the Award Period, which determination shall be final, conclusive and binding
(the date on which the Committee makes such determination is the “Performance Determination Date”,
and the RSUs that are so awarded are the “Awarded RSUs”).




          (b) Death or Disability During Award Period. If prior to the Performance
Determination Date and while employed by the Company the Grantee dies or becomes Disabled (as
defined in Section 7(a) of the Employment Agreement) and leaves the Company, then the Grantee (or,
as the case may be, the person entitled by will or the applicable laws of descent and distribution)
shall, after the Award Period, be entitled to receive the RSUs that would otherwise (but for such
death or Disability) be awarded to the Grantee after the Award Period pursuant to Section 2(a)
above based upon performance for the entire Award Period. Such Awarded RSUs shall immediately Vest
in full.




          (c) Termination by Company Without Cause. If prior to the Performance Determination
Date, Grantee’s employment with the Company is terminated by the Company without Cause (as defined
in Section 7(c) of the Employment Agreement) prior to Grantee’s attainment of age 65 other than for
Disability, then after the Award Period Grantee shall be entitled to receive the RSUs that would
otherwise (but for such termination) be awarded to the Grantee after the Award Period pursuant to
Section 2(a) above based upon performance for the entire Award Period. Such Awarded RSUs shall
immediately Vest in full.




          (d) Other Employment Termination Prior to Performance Determination Date. If the
Grantee voluntarily terminates his employment or if the Company terminates the Grantee’s
employment for Cause (as defined in Section 7(c) of the Employment Agreement, prior to the
Performance Determination Date, any and all PSUs shall be forfeited, cancelled and terminated upon
such termination. If the Grantee voluntarily terminates his employment or if the Company
terminates the Grantee’s employment for Cause, after a Performance Determination Date, any and all
unvested RSUs shall be forfeited, cancelled and terminated upon such termination.




     3. VESTING OF AWARDED RSUs.



          (a) Generally. Subject to the acceleration of the Vesting pursuant to Sections 2(b)
or 2(c) above or Sections 3(b), 3(c) or 3(e) below, or the forfeiture and termination of the
Awarded RSUs pursuant to Section 3(d) below, one-half (1/2) of the Awarded RSUs shall Vest on the
first anniversary of the Performance Determination Date, and the remaining one-half (1/2) shall
Vest on the second anniversary of the Performance Determination Date. All Vested Awarded RSUs
shall be paid to the Grantee as provided in Section 5 hereof.




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          (b) Death, Disability or Retirement. If, after the award of the Awarded RSUs and
while employed by the Company, the Grantee dies or becomes Disabled (and leaves the Company) or
retires from employment with the Company under any Company retirement plan then in effect, then any
and all unvested Awarded RSUs shall immediately Vest in full.




          (c) Termination by Company Without Cause. If Grantee’s employment with the Company is
terminated by the Company without Cause prior to Grantee’s attainment of age 65 other than for
Disability, then any and all unvested Awarded RSUs shall immediately Vest in full.




          (d) Other Employment Termination. If the Grantee or the Company terminates the
Grantee’s employment other than under Sections 3(b) or 3(c) after the award of the Awarded RSUs,
any and all Awarded RSUs that are not Vested at such time shall be forfeited, cancelled and
terminated upon such termination.




          (e) Change of Control. If Grantee is employed at the time of a Change in Control of
the Company (as defined in Section 10(a) of the Employment Agreement), then upon such Change in
Control, any and all unvested Awarded RSUs shall immediately Vest in full.




     4. NO TRANSFER OR ASSIGNMENT OF PSUs OR AWARDED RSUs; RESTRICTIONS ON SALE. Except as
otherwise provided in this Agreement, the PSUs, the Awarded RSUs and the rights and privileges
conferred thereby shall not be sold, pledged or otherwise transferred (whether by operation of law
or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process
until the Shares underlying the Awarded RSUs are delivered to the Grantee or his designated
representative. The Grantee agrees not to sell any Shares at any time when applicable laws or
Company policies prohibit a sale. This restriction shall apply as long as the Grantee is an
employee of the Company.



     5. DELIVERY OF SHARES.



          (a) Issuance of Shares. As of the date(s) on which the Awarded RSUs Vest, the Company
shall issue to the Grantee a stock certificate (or register Shares of Common Stock in book-entry
form) representing a number of Shares of Common Stock equal to the number of Awarded RSUs then
vested.




          (b) Withholding Taxes. At the time Shares of Common Stock are issued to the Grantee,
the Company shall satisfy the statutory Federal, state and local withholding tax obligation
(including the FICA and Medicare tax obligation) required by law with respect to the distribution
of Shares from one or more of the following methods, as the Grantee elects: (i) the Company shall
withhold cash compensation then accrued and payable to Grantee of such required withholding amount,
(ii) the Grantee may tender a check or other payment of cash to the Company of such required
withholding amount, or (iii) by withholding from Shares issuable to the Grantee hereunder having an
aggregate fair market value equal to the amount of such required withholding.




     6. LEGALITY OF INITIAL ISSUANCE. No Shares shall be issued unless and until the Company has
determined that:



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          (a) It and the Grantee, at Company’s expense, have taken any actions required to register the
Shares under the Securities Act of 1933, as amended, or to perfect an exemption from the
registration requirements thereof;




          (b) Any applicable listing requirement of any stock exchange or other securities market on
which the Common Stock is listed has been satisfied; and




          (c) Any other applicable provision of state or federal law has been satisfied.




     7. MISCELLANEOUS PROVISIONS.



          (a) Rights as a Stockholder. Neither the Grantee nor the Grantee’s representative
shall have any rights as a stockholder with respect to any Shares underlying the Awarded RSUs until
the date that the Company is obligated to deliver such Shares to the Grantee or the Grantee’s
representative.




          (b) Dividends. Between the Performance Determination Date and the date of Vesting of
the Awarded RSUs (the “Accrual Period”), any dividends or distributions payable with respect to the
number of Shares equal to the number of Awarded RSUs held by the Grantee shall be accumulated and
deferred until the Vesting of the Awarded RSUs. After such Vesting of the Awarded RSUs, the
Company shall promptly distribute to the Grantee all such dividends and distributions accrued
during the Accrual Period.




          (c) No Retention Rights. Nothing in this Agreement shall confer upon the Grantee any
right to continue in the employment or service of the Company for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Company or of the Grantee,
which rights are hereby expressly reserved by each, to terminate his employment or service at any
time and for any reason, with or without cause.




          (d) Employment by Subsidiary, etc. For purposes of this Agreement, employment by a
parent or subsidiary of or a successor to the Company shall be considered employment by the
Company.




          (e) Anti-Dilution. In the event that any change in the outstanding Shares of Common
Stock of the Company (including an exchange of Common Stock for stock or other securities of
another corporation) occurs by reason of a Common Stock dividend or split, recapitalization,
merger, consolidation, combination, exchange of Shares or other similar corporate changes, other
than for consideration received by the Company therefore, the number of Awarded RSUs hereunder, and
the number of Shares distributable pursuant to Vested Awarded RSUs, shall be appropriately adjusted
by the Committee whose determination shall be conclusive, final and binding; provided, however
that fractional Shares shall be rounded to the nearest whole share. In the event of any other
change in the Common Stock, the Committee shall in its sole discretion determine whether such
change equitably requires a change in the number or type of Shares subject to Awarded RSUs and any
adjustment made by the Committee shall be conclusive, final and binding.




          (f) Incorporation of Plan. The provisions of the Plan are incorporated by reference
into these terms and conditions.




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          (g) Inconsistency. To the extent any terms and conditions herein conflict with the
terms and conditions of the Plan, the terms and conditions of the Plan shall control. In the event
of any inconsistency between this Agreement and the Employment Agreement, the Employment Agreement
shall control.




          (h) Notices. Any notice required by the terms of this Agreement shall be given in
writing and shall be deemed effective upon personal delivery, upon deposit with the United States
Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with
a reputable overnight courier. Notice shall be addressed to the Company at its principal executive
office and to the Grantee at the address that he most recently provided to the Company.




          (i) Entire Agreement; Amendments. This Agreement, together with the Employment
Agreement, constitutes the entire contract between the parties hereto with regard to the subject
matter hereof. This Agreement and the Employment Agreement supersede any other agreements,
representations or understandings (whether oral or written and whether express or implied) which
relate to the subject matter hereof. The Committee shall have authority, subject to the express
provisions of the Plan, to interpret this Agreement and the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, to modify the terms and provisions of this
Agreement, and to make all other determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan, provided no such action may be contrary to the
provisions of the Employment Agreement or may otherwise modify this Agreement in a manner adverse
to Grantee without his prior written consent. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the
extent it shall deem necessary or desirable to carry it into effect. All action by the Committee
under the provisions of this paragraph shall be final, conclusive and binding for all purposes.




          (j) Choice of Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, as such laws are applied to contracts entered into and
performed in such State, without giving effect to the choice of law provisions thereof.




          (k) Successors.




               (i) This Agreement is personal to the Grantee and, except as otherwise provided in Section 4
above, shall not be assignable by the Grantee otherwise than by will or the laws of descent and
distribution, without the written consent of the Company. This Agreement shall inure to the
benefit of and be enforceable by the Grantee’s legal representatives.



               (ii) This Agreement shall inure to the benefit of and be binding upon the Company and its
successors. It shall not be assignable except in connection with the sale or other disposition of
all or substantially all the assets or business of the Company.



          (l) Severability. If any provision of this Agreement for any reason should be found
by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in
part, such declaration shall not affect the validity, legality or enforceability of any remaining
provision or portion hereof, which remaining provision or portion hereof shall remain in full

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force and effect as if this Agreement had been adopted with the invalid, illegal or
unenforceable provision or portion hereof eliminated.




               (m) Headings. The headings, captions and arrangements utilized in this Agreement
shall not be construed to limit or modify the terms or meaning of this Agreement.



               (n) Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which shall constitute but one
and the same instrument.



     This Agreement is executed by the Company as of the date and year first written above.



	 	 	 	 	 
	 	BELDEN INC.

 	 
	 	By:  	/s/ John Stroup
 	 
	 	 	John Stroup 	 
	 	Title:  	Chief Executive Officer 	 
	 




     The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement
and accepts the PSUs granted hereunder, and further agrees to the terms and conditions hereinabove
set forth.



	 	 	 	 	 
	 	     /s/ Denis Suggs
 	 
	 	Denis Suggs, Grantee 	 
	 	 	 
	 



Date: June 6, 2007





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Exhibit
10.3



EXHIBIT C




BELDEN INC.




2007 STOCK APPRECIATION RIGHTS AWARD AGREEMENT




     THIS STOCK APPRECIATION RIGHT AWARD AGREEMENT (this “Agreement”) is effective as of June 11,
2007 (the “Grant Date”) by and between Belden Inc., a Delaware corporation (the “Company”) and
Denis Suggs (“Grantee”).



     WHEREAS, pursuant to the Executive Employment Agreement between the Grantee and the Company
dated June 11, 2007 (the “Employment Agreement”), the Grantee, by action of the Board of Directors
of the Company (the “Board”), or by action of the Compensation Committee (the “Committee”) of the
Board, is to receive a grant of stock appreciation rights corresponding to 6,800 shares (the
“Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), subject to
the provisions of the Employment Agreement, and is to enter into a Stock Appreciation Right Award
Agreement in the form hereof;



     NOW THEREFORE, the Company and the Grantee hereby agree as follows:



     1. GRANT OF SARs. The Company hereby grants to the Grantee, on the Grant Date, stock
appreciation rights corresponding to 6,800 Shares (such Stock Appreciation Rights with respect to
such number of Shares being the “SARs”). The SARs have an exercise price of $53.90 per Share (the
“Exercise Price”), which is the fair market value of a Share on the Grant Date (such fair market
value representing the closing price of a Share on the Grant Date). The SARs shall vest and become
exercisable (“Vest”) in accordance with Section 2 below. The Grantee shall have no direct or
secured claim in any specific assets of the Company or the Shares to be issued to Grantee under
Section 4 hereof and will have the status of a general unsecured creditor of the Company. The SARs
are granted under the Company’s 2001 Long-Term Performance Incentive Plan (the “Plan”) and shall be
subject to the terms and conditions of the Plan. Capitalized terms used in this Agreement without
further definition shall have the same meanings given to such terms in the Plan.



     2. VESTING OF SARs. One-third (1/3) of the SARs shall Vest on the first anniversary of the
Grant Date, one-third (1/3) shall Vest on the second anniversary of the Grant Date, and the
remainder shall Vest on the third anniversary of the Grant Date. Such vesting rights with respect
to the SARs are further subject to the following conditions:




	 	(a)	 	Employment. During the Grantee’s lifetime, the SARs are exercisable
only by the Grantee, and, except as otherwise provided in clause (c) below, only if the
Grantee has remained continuously employed by the Company from the Grant Date.
	 
	 	(b)	 	Term of SARs. The SARs shall expire ten years following the Grant Date
(the period between the Grant Date and such expiration date being the “SAR Term”), or
earlier if clause (c) of this Section 2 applies.




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	 	(c)	 	Exceptions. Subject to the exceptions noted in subparts (i)-(v) below,
the SARs shall be forfeited, cancelled and terminated immediately if the Grantee is no
longer employed by the Company.






	 	(i)	 	Retirement. If after one year from the Grant Date the
Grantee retires from employment with the Company in accordance with any Company
retirement plan then in effect, the Grantee may at any time within the
three-year period following such retirement (but within the SAR Term) exercise
all SARs, including those SARs that had not previously vested which shall Vest
upon retirement. The Grantee’s right to exercise SARs upon retirement in such
fashion is expressly conditioned on the Grantee’s furnishing to the Company a
non-compete covenant (the form of which must be reasonably acceptable to the
Company) that would prevent the Grantee from competing against the Company
during such three-year period following retirement (or, if shorter, through the
end of the SAR Term). The non-compete covenant will contain a provision that
will require the Grantee to pay the Company damages if the Grantee breaches
such non-compete covenant. The damages shall include any gain the Grantee may
receive from the exercise of an SAR in violation of such non-compete covenant.
	 
	 	(ii)	 	Disability. If the Grantee is no longer with the Company due to
Disability, the Grantee may at any time within one year following the Grantee’s
leaving the Company (but within the SAR Term) exercise all SARs, including
those SARs that had not previously vested which shall Vest upon the date of
Disability.
	 
	 	(iii)	 	Termination of Employment by Company Without Cause;
Voluntary Termination. If Grantee’s employment with the Company is
terminated by the Company without Cause (as defined in Section 7(c) of the
Employment Agreement) other than for Disability, prior to Grantee’s attainment
of age 65, then Grantee may at any time within one (1) year following Grantee’s
leaving the Company (but within the SAR Term) exercise all SARs, including
those SARs that had not previously vested which shall Vest upon the date of
such termination of Grantee’s employment. If after one year from the Grant
Date the Grantee voluntarily terminates the Grantee’s employment, the Grantee
may at any time within ninety (90) days following the Grantee’s leaving the
Company (but within the SAR Term) exercise the Grantee’s SARs to the extent the
Grantee was entitled to exercise such SARs prior to leaving the Company, but
not otherwise.
	 
	 	(iv)	 	Death. If the Grantee dies while employed by the
Company (or if the Grantee were to die during the post-employment period
covered by Section 2(c)(ii) (Disability) above), the person entitled by will or
the applicable laws of descent and distribution may, within one year from the
Grantee’s death (but within the SAR Term), exercise the Grantee’s SARs,
including those SARs that had not previously vested which shall Vest upon the
date of death.




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	 	(v)	 	Change in Control. If Grantee is employed at the time
of a Change in Control of the Company (as defined in Section 10(a) of the
Employment Agreement), then upon such Change in Control, any and all unvested
SARs shall immediately Vest in full. If, in the event of a Change in Control
of the Company, during the Protection Period (as defined in Section 10(c) of
the Employment Agreement) and prior to Grantee’s attainment of age 65,
Grantee’s employment is involuntarily terminated by the Company without Cause
(and other than due to his Disability) or is voluntarily terminated by the
Grantee for Good Reason (as defined in Section 7(e) of the Employment
Agreement), the Grantee may at any time within one (1) year following such
termination of employment (but within the SAR Term) exercise all SARs.





     3. NON-ASSIGNMENT OF RIGHTS. The Grantee may not assign or transfer any SARs except by will
or by the laws of descent and distribution or by a qualified domestic relations order.



     4. EXERCISE OF SARs.



          (o) Exercise. Vested SARs may be exercised by following the procedures the Company
has in place at the time of exercise. For Vested SARs to be exercised by a person other than the
Grantee (as provided above), the Company must have appropriate documentation evidencing the rights
of the Grantee’s beneficiary(s). The Grantee shall designate the number of Shares subject to the
Vested SARs that are being exercised, and upon exercise shall be entitled to receive that number of
Shares having an aggregate fair market value equal to the excess of the fair market value of one
Share, at the time of such exercise, over the Exercise Price, multiplied by the number of Shares
subject to the SARs which are so exercised. For purposes of this Section 4(a), fair market value
shall be determined by calculating the average of the high and low publicly-traded price of a Share
on the date of exercise.




          (p) Issuance of Shares. The Company shall issue Shares to the Grantee upon exercise
of SARs pursuant to Section 4(a) above by issuing to the Grantee a stock certificate (or register
Shares of Common Stock in book-entry form) representing a number of requisite number of Shares. No
fractional shares may be delivered, but in lieu thereof a cash or other adjustment shall be made as
determined by the Committee in its discretion.




          (q) Withholding Taxes. At the time Shares of Common Stock are issued to the Grantee,
the Company shall satisfy the statutory Federal, state and local withholding tax obligation
(including the FICA and Medicare tax obligation) required by law with respect to the distribution
of Shares from one or more of the following methods, as the Grantee elects: (i) the Company shall
withhold cash compensation then accrued and payable to Grantee of such required withholding amount,
(ii) the Grantee may tender a check or other payment of cash to the Company of such required
withholding amount, or (iii) by withholding from Shares issuable to the Grantee hereunder having an
aggregate fair market value equal to the amount of such required withholding.




     5. LEGALITY OF INITIAL ISSUANCE. No Shares shall be issued unless and until the Company has
determined that:



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          (r) It and the Grantee, at Company’s expense, have taken any actions required to register the
Shares under the Securities Act of 1933, as amended, or to perfect an exemption from the
registration requirements thereof;




          (s) Any applicable listing requirement of any stock exchange or other securities market on
which the Common Stock is listed has been satisfied; and




          (t) Any other applicable provision of state or federal law has been satisfied.




     6. MISCELLANEOUS PROVISIONS.



          (a) Rights as a Stockholder. Neither the Grantee nor the Grantee’s representative
shall have any rights as a stockholder with respect to any Shares subject to the SARs until the
date that the Company is obligated to deliver Shares to the Grantee or the Grantee’s representative
pursuant to Section 4 above, and then only with respect to the Shares so delivered.




          (b) No Retention Rights. Nothing in this Agreement shall confer upon the Grantee any
right to continue in the employment or service of the Company for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Company or of the Grantee,
which rights are hereby expressly reserved by each, to terminate his employment or service at any
time and for any reason, with or without cause.




          (c) Employment by Subsidiary, etc.. For purposes of this Agreement, employment by a
parent or subsidiary of or a successor to the Company shall be considered employment by the
Company.




          (u) Anti-Dilution. In the event that any change in the outstanding Shares of Common
Stock of the Company (including an exchange of Common Stock for stock or other securities of
another corporation) occurs by reason of a Common Stock dividend or split, recapitalization,
merger, consolidation, combination, exchange of Shares or other similar corporate changes, other
than for consideration received by the Company therefor, the number of Shares subject to the SARs
hereunder shall be appropriately adjusted by the Committee whose determination shall be conclusive,
final and binding; provided, however that fractional Shares shall be rounded to the nearest whole
share. In the event of any other change in the Common Stock, the Committee shall in its sole
discretion determine whether such change equitably requires a change in the number or type of
Shares subject to the SARs and any adjustment made by the Committee shall be conclusive, final and
binding.




          (v) Incorporation of Plan. The provisions of the Plan are incorporated by reference
into these terms and conditions.




          (w) Inconsistency. To the extent any terms and conditions herein conflict with the
terms and conditions of the Plan, the terms and conditions of the Plan shall control. In the event
of any inconsistency between this Agreement and the Employment Agreement, the Employment Agreement
shall control.




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          (x) Notices. Any notice required by the terms of this Agreement shall be given in
writing and shall be deemed effective upon personal delivery, upon deposit with the United States
Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with
a reputable overnight courier. Notice shall be addressed to the Company at its principal executive
office and to the Grantee at the address that he most recently provided to the Company.




          (y) Entire Agreement; Amendments. This Agreement, together with the Employment
Agreement, constitutes the entire contract between the parties hereto with regard to the subject
matter hereof. This Agreement and the Employment Agreement supersede any other agreements,
representations or understandings (whether oral or written and whether express or implied) which
relate to the subject matter hereof. The Committee shall have authority, subject to the express
provisions of the Plan, to interpret this Agreement and the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, to modify the terms and provisions of this
Agreement, and to make all other determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan, provided no such action may be contrary to the
provisions of the Employment Agreement or may otherwise modify this Agreement in a manner adverse
to Grantee without his prior written consent. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the
extent it shall deem necessary or desirable to carry it into effect. All action by the Committee
under the provisions of this paragraph shall be final, conclusive and binding for all purposes.




          (z) Choice of Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, as such laws are applied to contracts entered into and
performed in such State, without giving effect to the choice of law provisions thereof.




          (aa) Successors.




               (i) This Agreement is personal to the Grantee and, except as otherwise provided in Section 2
above, shall not be assignable by the Grantee otherwise than by will or the laws of descent and
distribution, without the written consent of the Company. This Agreement shall inure to the
benefit of and be enforceable by the Grantee’s legal representatives.



               (ii) This Agreement shall inure to the benefit of and be binding upon the Company and its
successors. It shall not be assignable except in connection with the sale or other disposition of
all or substantially all the assets or business of the Company.



          (bb) Severability. If any provision of this Agreement for any reason should be found
by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in
part, such declaration shall not affect the validity, legality or enforceability of any remaining
provision or portion hereof, which remaining provision or portion hereof shall remain in full force
and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable
provision or portion hereof eliminated.




          (cc) Headings. The headings, captions and arrangements utilized in this Agreement
shall not be construed to limit or modify the terms or meaning of this Agreement.




C-5









 








          (dd) Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which shall constitute but one
and the same instrument.




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     This Agreement is executed by the Company as of the date and year first written above.



	 	 	 	 	 
	 	BELDEN INC.

 	 
	 	By:  	/s/ John Stroup
 	 
	 	 	John Stroup 	 
	 	Title:  	Chief Executive Officer 	 
	 




     The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement
and accepts the SARs granted hereunder, and further agrees to the terms and conditions hereinabove
set forth.



	 	 	 	 	 
	 	     /s/ Denis Suggs
 	 
	 	Denis Suggs, Grantee 	 
	 	 	 
	 



Date: June 6, 2007





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Exhibit 10.3



EXHIBIT D




GENERAL RELEASE OF ALL CLAIMS




     1. For and in consideration of the promises made in the Executive Employment Agreement
(defined below), the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for
himself, his heirs, administrators, legal representatives, executors, successors, assigns, and all
other persons claiming through Executive, if any (collectively, “Releasers”), does hereby release,
waive, and forever discharge Belden Inc. (the “Company”), the Company’s subsidiaries, parents,
affiliates, related organizations, employees, officers, directors, attorneys, successors, and
assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to
Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or
claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and
costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore
has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in
consequence of, arising out of, or in any way relating to Executive’s employment with the Company
or any of its affiliates or the termination of Executive’s employment. The foregoing release and
discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any
obligations or causes of action arising from such claims, under common law including wrongful or
retaliatory discharge, breach of contract (including, but not limited to, any claims under the
Employment Agreement between the Company and Executive, dated as of June 11, 2007, as amended (the
“Employment Agreement”)) and any claims under any stock option and restricted stock units
agreements between Executive and the Company and any action arising in tort including libel,
slander, defamation or intentional infliction of emotional distress, and claims under any federal,
state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Age Discrimination in
Employment Act (ADEA), the Fair Labor Standards Act, the Americans with Disabilities Act of 1990,
the Rehabilitation Act of 1973, the Missouri Human Rights Act (R.S. MO Section 213.010 et seq.), or
the discrimination or employment laws of any state or municipality, or any claims under any express
or implied contract which Releasers may claim existed with Releasees. This release and waiver does
not apply to any claims or rights that may arise after the date Executive signs this General
Release. The foregoing release does not apply to any claims of indemnification under the
Employment Agreement or a separate indemnification agreement with the Company or rights of coverage
under directors and officers liability insurance, and the foregoing release does not apply to any
claims with respect to rights of Executive under the Employment Agreement and rights of Executive
under any employee benefit plans or programs of the Company.



     2. Excluded from this release and waiver are any claims which cannot be waived by law,
including, but not limited to, the right to participate in an investigation conducted by certain
government agencies. Executive does, however, waive Executive’s right to any monetary recovery
should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on
Executive’s behalf. Executive represents and warrants that Executive has not filed any complaint,
charge, or lawsuit against the Releasees with any government agency or any court.



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     3. Executive agrees never to sue Releasees in any forum for any claim covered by the above
waiver and release language, except that Executive may bring a claim under the ADEA to challenge
this General Release or as otherwise provided in this General Release. If Executive violates this
General Release by suing Releasees, other than under the ADEA or as otherwise set forth in Section
1 hereof, Executive shall be liable to the Company for its reasonable attorneys’ fees and other
litigation costs incurred in defending against such a suit. Nothing in this General Release is
intended to reflect any party’s belief that Executive’s waiver of claims under ADEA is invalid or
unenforceable, it being the interest of the parties that such claims are waived.



     4. Executive acknowledges, agrees and affirms that he is subject to certain post-employment
covenants pursuant to Section 12 of the Employment Agreement, which covenants survive the
termination of his employment and the execution of this General Release.



     5. Executive acknowledges and recites that:



          (a) Executive has executed this General Release knowingly and voluntarily;




          (b) Executive has read and understands this General Release in its entirety;




          (c) Executive has been advised and directed orally and in writing (and this subparagraph (c)
constitutes such written direction) to seek legal counsel and any other advice he wishes with
respect to the terms of this General Release before executing it;




          (d) Executive’s execution of this General Release has not been coerced by any employee or
agent of the Company; and




          (e) Executive has been offered twenty-one (21) calendar days after receipt of this General
Release to consider its terms before executing it.




     6. This General Release shall be governed by the internal laws (and not the choice of laws) of
the State of Delaware, except for the application of pre-emptive Federal law.



     7. Executive shall have seven (7) days from the date hereof to revoke this General Release by
providing written notice of the revocation to the Company, as provided in Section 14 of the
Employment Agreement, upon which revocation this General Release shall be unenforceable and null
and void and in the absence of such revocation this General Release shall be binding and
irrevocable by Executive.



     PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.



	 	 	 
	Date:                     , 20___

	 	EXECUTIVE:
	 
	 	 
	 

	 	 
	 

	 	(name)







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