Exhibit 10.2


 


AGREEMENT


 


This Agreement dated as
of January 18, 2006 (the “Agreement”) is by and between Denys Gounot (“Gounot”)
and Superior Essex Inc. (together with its subsidiary, affiliated and
associated companies, “SEI”).


 


WHEREAS,
SEI and Nexans have elected Gounot to serve as Chair of Essex Nexans Europe
SAS, the holding company for SEI’s magnet wire joint venture in Europe with
Nexans (together with its subsidiary, affiliated and associated companies, “Essex
Nexans”);


 


WHEREAS,
SEI desires to set forth certain terms related to fees and expenses incurred in
connection with such service as chair;


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.  Fees and Expenses.


 


(a)                          The
parties acknowledge that SEI has entered into an agreement with DG Network, an
entity owned by Gounot, pursuant to which DG Network shall receive a fee of
$150,000 per year, payable in equal monthly installments in advance, for
providing consulting services and payment to Gounot for serving as Chair of
Essex Nexans and for reimbursement of expenses in connection with provision of
consulting services.


 


(b)                         The
parties acknowledge that Gounot will be reimbursed by Essex Nexans for the
reasonable travel and living expenses actually incurred by Gounot as Chair while
Gounot is away from his normal place of residence or business and for
out-of-pocket expenses in accordance with applicable Essex Nexans policies and
procedures.


 


(c)                          In
addition to such fees and expenses, Gounot shall receive 3,000 shares of SEI
restricted common stock, vesting on December 31, 2006, on substantially
the same terms and conditions as provided for shares provided to directors of
SEI for 2005.  In the event that Gounot
ceases to be Chair of Essex Nexans for any reason prior to vesting, a pro rata
portion of such shares of restricted stock shall vest.


 


2.  Term as
Chair; Relationship of Parties.  Gounot
acknowledges that his term as Chair is at the election of the shareholders of
Essex Nexans and nothing herein provides any rights or agreements to continue as
Chair or director of Essex Nexans or SEI. 
Gounot acknowledges that he is not an employee or part-time employee of
SEI or Essex Nexans and that he shall not represent himself as, act or purport
to act as or be deemed to be the agent, representative, employee or servant of
SEI.


 


3.                               Assignment.  Gounot shall not (by operation of law or
otherwise) assign his rights or delegate his performance hereunder, in whole or
in part, without the prior written consent of SEI, and any attempted assignment
or delegation without such consent shall be void. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto 


 





















 


and,
except as regards personal services, shall be binding upon and inure to the
benefit of the successors, assigns, personal representatives, executors and
administrators of the parties hereto.


 


4.                               Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Georgia, United States of America (without regard to the conflict of laws
principles thereof).


 


	
   

  	
   

  
	
   

  	
  SUPERIOR ESSEX
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen M. Carter

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DENYS GOUNOT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denys Gounot

  	
   

  



 


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