Exhibit 10.1


 










 


SUPERIOR ESSEX INC.


AMENDED AND RESTATED EXECUTIVE BONUS PLAN


 






 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1 ESTABLISHMENT OF PLAN

  	
  1

  
	
  1.1

  	
  Background

  	
  1

  
	
  1.2

  	
  Purpose

  	
  1

  
	
  1.3

  	
  Effective Date

  	
  1

  
	
  ARTICLE 2 DEFINITIONS

  	
  1

  
	
  2.1

  	
  Definitions

  	
  1

  
	
  ARTICLE 3 ADMINISTRATION

  	
  4

  
	
  3.1

  	
  Committee

  	
  4

  
	
  3.2

  	
  Authority of Committee

  	
  4

  
	
  3.3

  	
  Decisions Binding

  	
  4

  
	
  ARTICLE 4 ELIGIBILITY

  	
  5

  
	
  4.1

  	
  Designation of Participants

  	
  5

  
	
  4.2

  	
  Partial Year Participation

  	
  5

  
	
  4.3

  	
  Demotions

  	
  5

  
	
  ARTICLE 5 OPERATION OF THE PLAN

  	
  5

  
	
  5.1

  	
  Plan Structure

  	
  5

  
	
  5.2

  	
  Establishment of Target Bonuses

  	
  5

  
	
  5.3

  	
  Corporate Financial Objectives

  	
  5

  
	
  5.4

  	
  Business Unit Financial Objectives

  	
  6

  
	
  5.5

  	
  Adjustment to Financial Objectives

  	
  6

  
	
  5.6

  	
  Examples

  	
  6

  
	
  5.7

  	
  Payout Form and Timing

  	
  6

  
	
  5.8

  	
  Terminations of Employment

  	
  7

  
	
  ARTICLE 6 AMENDMENT, MODIFICATION AND TERMINATION

  	
  7

  
	
  6.1

  	
  Amendment, Modification and Termination

  	
  7

  
	
  6.2

  	
  Termination After or During Plan Year

  	
  7

  
	
  ARTICLE 7 GENERAL PROVISIONS

  	
  8

  
	
  7.1

  	
  No Right to Participate

  	
  8

  
	
  7.2

  	
  No Right to Employment

  	
  8

  
	
  7.3

  	
  Withholding

  	
  8

  
	
  7.4

  	
  Funding

  	
  8

  
	
  7.5

  	
  Expenses

  	
  8

  
	
  7.6

  	
  Titles and Headings

  	
  8

  
	
  7.7

  	
  Gender and Number

  	
  8

  
	
  7.8

  	
  Governing Law

  	
  8

  
	
  7.9

  	
  2005 Incentive Plan Controls

  	
  8

  



 


i

















 


SUPERIOR ESSEX INC.


AMENDED AND RESTATED EXECUTIVE BONUS PLAN


 


ARTICLE 1


ESTABLISHMENT OF PLAN


 


1.1           BACKGROUND. This Amended and
Restated Executive Bonus Plan (the “Executive Bonus Plan” or the “Plan”) is a
subplan of the Superior Essex Inc. 2005 Incentive Plan (“2005 Incentive Plan”),
consisting of a program for the grant of annual Performance-Based Cash Awards
under Article 9 of the 2005 Incentive Plan. This Plan has been established and
approved, and will be administered by, the Committee pursuant to the terms of
the 2005 Incentive Plan, including without limitation, Article 14 thereof. It
is intended that the Performance Bonuses earned under this Plan shall be
Qualified Performance-Based Cash Awards with respect to Participants who are
Covered Employees, with the intent that the Performance Bonuses will be fully
deductible by the Company without regard to the limitations of Code Section
162(m). The applicable Award limits of Section 5.4 of the 2005 Incentive Plan
shall apply with respect to this Plan. As of the Effective Date, Section 5.4 of
the 2005 Incentive Plan provides that the aggregate dollar value of any
Performance-Based Cash Award or other cash-based award that may be paid to any
one Participant during any one calendar year under the 2005 Incentive Plan is
$3,000,000.


 


1.2.          PURPOSE. The
purpose of this Plan is to provide for the payment of a cash bonus to eligible
executives of the Company, the payment of which will be based on the
achievement of Performance Objectives during a Plan Year. Business Unit and
Corporate Financial Objectives are designed to focus on overall Corporate or
Business Unit financial results that drive shareholder value. For 2006, the
Performance Objectives include Corporate Financial Objectives and Business Unit
Financial Objectives (for Business Unit executives).


 


1.3.          EFFECTIVE DATE. This Plan was originally adopted in principle by the
Committee on February 23, 2005, subject to approval as to form by the Chair of
the Committee and to approval by the stockholders of the 2005 Incentive Plan. This
Plan became effective on May 3, 2005, the date the 2005 Incentive Plan was
approved by the Company’s stockholders (the “Effective Date”). This Plan was
amended and restated by the Committee on March 29, 2006, to be effective as of
the beginning of Plan Year 2006.


 


ARTICLE 2


DEFINITIONS


 


2.1.          DEFINITIONS. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the 2005 Incentive Plan. In addition,


 


1

















 


the following terms shall have
the following meanings for purposes of this Plan, unless the context in which
they are used clearly indicates that some other meaning is intended.


 


Adjusted Business Unit Operating Income.
A non-GAAP financial measure for a Business Unit for a given year, which is
Adjusted EBITDA of such Business Unit as reflected in the Company’s year-end
earnings release, increased by depreciation and amortization.


 


Adjusted EBITDA. A
non-GAAP financial measure for the Company or a Business Unit for a given year,
as reflected in the Company’s year-end earnings release, or if Adjusted EBITDA
is no longer reported, EBITDA. Adjusted EBITDA is generally operating income,
adjusted as follows, without duplication:


 


(1)                                  increased or reduced
by other income and expense,


(2)                                  increased by
interest, taxes, depreciation and amortization,


(3)                                  increased or reduced
to eliminate the effects of extraordinary items, within the meaning of GAAP,


(4)                                  increased or reduced
to eliminate the effects of accounting changes implemented during the Plan
Year,


(5)                                  increased or reduced
to eliminate the impact of discontinued operations,


(6)                                  increased or reduced
by other charges that are considered to be non-recurring or special items, and


(7)                                  increased or reduced
by non-cash gains, losses, income or expenses, such as non-cash compensation
expense.


 


Adjusted EPS. A
non-GAAP financial measure for the Company for a given year, as reflected in
the Company’s year-end earnings release, or if Adjusted EPS is no longer
reported, EPS. Adjusted EPS is generally earnings per diluted share of the
Company excluding the after-tax impact of
special items detailed in the earnings release, without duplication. Notwithstanding
the foregoing, in the event the Company shall issue new shares during a Plan
Year, all newly issued shares in such Plan Year shall be disregarded in
calculating Adjusted EPS for that Plan Year for purposes of this Plan;
provided, however, that the Committee may choose not to disregard some or all
of such newly issued shares in the calculation of Adjusted EPS if the effect of
including such newly issued shares would be to decrease the amount of
Performance Bonuses that otherwise would be payable under this Plan for such
Plan Year.


 


Business Unit. The
principal business segments of the Company during any Plan Year. For the 2006
Plan Year, the Business Units are (i) Communications and (ii) Magnet Wire and
Distribution and Copper Rod (excluding Essex Nexans Europe SAS).


 


Business Unit Adjusted EBITDA.
For any Plan Year, Adjusted EBITDA attributable to the relevant Business Unit
before management fees.


 


2

















 


Business Unit Financial Objectives.
The Business Unit Financial Objectives established by the Committee for a Plan
Year, as provided in Article 5.


 


Consolidated Adjusted EBITDA.
For any Plan Year, Adjusted EBITDA for the Company as a whole (including the
results of Essex Nexans Europe SAS).


 


Corporate Financial Objectives.
The Corporate Financial Objectives established by the Committee for a Plan
Year, as provided in Article 5.


 


EPS. Earnings per
shares of the Company, as reflected in the Company’s year-end earnings release.


 


Executive Bonus Plan or Plan.
The Superior Essex Inc. Amended and Restated Executive Bonus Plan as set forth
in this document together with any subsequent amendments hereto.


 


GAAP. Generally
accepted accounting principles for U.S. companies.


 


Performance Bonus. The
bonus payable to a Participant under this Plan calculated by reference to the
achievement of applicable Performance Objectives, as determined in accordance
with Article 5.


 


Performance Objectives.
Collectively with respect to a Participant, the Corporate Financial Objectives
and Business Unit Financial Objectives (if applicable), as provided in Article
5.


 


Plan Year. January 1
to December 31 of each year, beginning in 2005.


 


Target Bonus. Has
the meaning described in Section 5.2.


 


Triggering Acquisition.
An acquisition (or combination of acquisitions) in which the acquired entity’s
EBITDA (or a proforma basis) for the four quarters completed immediately prior
to consummation of the acquisition is equal to one percent (1%) or more of the
target Adjusted EBITDA for the Company (on a consolidated basis).


 


Triggering Disposition.
The disposition of businesses, product lines or interests that, individually or
in the aggregate, represent one percent (1%) or more of the Company’s target
Adjusted EBITDA (on a consolidated basis) for the four fiscal quarters
completed immediately preceding the consummation of the disposition.


 


3

















 


ARTICLE 3


ADMINISTRATION


 


3.1.          COMMITTEE. This
Plan shall be administered by the Committee.


 


3.2.          AUTHORITY OF
COMMITTEE. Without limiting its authority under Article 4 of the 2005
Incentive Plan, the Committee has the exclusive power, authority and discretion
to:


 


(a) 
Designate Participants for each Plan Year;


 


(b) 
Establish and review Performance Objectives and weightings for different
Performance Objectives for each Plan Year;


 


(c) 
Establish Target Bonuses for Participants for each Plan Year;


 


(d) 
Determine whether and to what extent Performance Objectives were
achieved for each Plan Year;


 


(e) 
Increase Performance Objectives within the parameters set forth in this
Plan (which shall not have the effect of increasing any Performance Bonus
otherwise payable hereunder);


 


(f)  To the extent
provided in this Plan or a Schedule to this Plan for a Plan Year, decrease the
Performance Bonus otherwise payable to any Participant resulting from the
achievement of financial Performance Objectives in any Plan Year, based on such
subjective factors as the Committee shall deem relevant, including without
limitation, the Participant’s individual performance during the Plan Year;


 


(g) 
Establish, adopt or revise any rules and regulations as it may deem
necessary or advisable to administer this Plan;


 


(h) 
Make all other decisions and determinations that may be required under
this Plan or as the Committee deems necessary or advisable to administer this
Plan; and


 


(i) 
Amend this Plan as provided herein.


 


3.3.          DECISIONS BINDING.
The Committee’s interpretation of this Plan and all decisions and
determinations by the Committee with respect to this Plan are final, binding,
and conclusive on all parties.


 


4

















 


ARTICLE 4


ELIGIBILITY


 


4.1.          DESIGNATION OF
PARTICIPANTS. The Chief Executive Officer of the Company (CEO), Executive
Vice Presidents (EVPs) and Senior Vice Presidents (SVPs) of the Company listed
on Exhibit A hereto are hereby designated as Participants in this Plan for the
2006 Plan Year. The Committee, in its discretion, may determine whether other
positions may qualify for participation in all or any portion of this Plan for
any subsequent Plan Year, and shall, before March 31 of each Plan Year, approve
and substitute a new Exhibit A indicating the Participants and their Target
Bonuses for that Plan Year. The Committee will notify or cause Participants to
be notified of their eligibility to participate, and the terms thereof, in
writing.


 


4.2.          PARTIAL YEAR
PARTICIPATION. If a Participant begins employment or is promoted to an
eligible position after the beginning of a Plan Year, the Committee, in its
discretion, may determine whether such employee may participate in this Plan
and if so, the terms of such participation, which will be pro rated based on
the number of days such person participated in this Plan during the Plan Year,
unless the Committee determines otherwise. If a Participant takes a leave of
absence during the Plan Year for any reason the Participant will receive a pro
rata share of a Performance Bonus, if any, for such Plan Year, unless the
Committee decides otherwise.


 


4.3.          DEMOTIONS. If a
Participant is demoted during the Plan Year, the Committee will determine
whether Plan participation ends at that time, or is continued, perhaps at a
reduced level. If participation ends, any Performance Bonus earned during the
time of participation will be prorated for the Plan Year.


 


ARTICLE 5


OPERATION OF THE PLAN


 


5.1.          PLAN STRUCTURE. Each
Participant shall be eligible to receive a Performance Bonus for the Plan Year
if the Company meets or exceeds certain Performance Objectives set by the
Committee.


 


5.2.          ESTABLISHMENT OF
TARGET BONUSES. Exhibit A sets forth the percentage of each Participant’s
base salary that will be awarded to the Participant if the established
Performance Objectives are achieved at the target level (the “Target Bonus”). Each
Participant’s Target Bonus percentage will be communicated in writing to the
Participant unless such target is specified in his or her Employment Agreement
with the Company. The actual Performance Bonus to a Participant may be greater
or less than his or her Target Bonus, depending on the level of achievement of
Performance Objectives, as provided in Schedules I and II, and
depending on whether the Committee exercises its discretion to reduce a
resulting Performance Bonus as provided in Schedules I and II.


 


5.3.          CORPORATE FINANCIAL
OBJECTIVES. Before March 31 of each Plan Year, the Committee shall approve
the Corporate Financial Objectives for the Plan


 


5

















 


Year, based on any one or more
of the Qualified Business Criteria listed in Section 14.2 of the 2005 Incentive
Plan, and shall set forth such Corporate Financial Objectives in one or more
Schedules attached to this Plan document. The Corporate Financial Objectives
for the 2006 Plan Year are reflected in Schedule I. Such Schedule provides the
formula for determining a Participant’s Performance Bonus based on the level of
achievement of Corporate Financial Objectives. Subject to the limitations provided
in Schedule I, the Committee retains discretion to reduce, but not increase,
the Performance Bonus resulting from the achievement of Performance Objectives.


 


5.4.          BUSINESS UNIT
FINANCIAL OBJECTIVES. Before March 31 of each Plan Year, the Committee
shall approve the Business Unit Financial Objectives for the Plan Year, based
on any one or more of the Qualified Business Criteria listed in Section 14.2 of
the 2005 Incentive Plan, and shall set forth such Business Unit Financial
Objectives in one or more Schedules attached to this Plan document. The
Business Unit Financial Objectives for the 2006 Plan Year are reflected in
Schedule II. Schedule II provides the formula for determining a Participant’s
Performance Bonus based on the level of achievement of Business Unit Financial
Objectives and Corporate Financial Objectives. Subject to the limitations
provided in Schedule II, the Committee retains discretion to reduce, but not
increase, the Performance Bonus resulting from the achievement of Performance
Objectives.


 


5.5.          ADJUSTMENT
TO FINANCIAL OBJECTIVES  If prior to
the end of a Plan Year the Company engages in a Triggering Disposition or a
Triggering Acquisition, in each case a “Re-Set Event,” the Corporate Financial
Objectives and Business Unit Financial Objectives for the Plan Year shall be
adjusted, effective as of the last day of the fiscal quarter immediately before
the consummation of the Re-Set Event, (x) to reflect any Triggering Disposition
by eliminating from the original Corporate and/or Business Unit Financial
Objectives, as applicable, the plan business results relating to the disposed
business for the remainder of the fiscal quarters of the Plan Year, and (y) to
reflect any Triggering Acquisition, by establishing supplemental Corporate
Financial Objectives and/or Business Unit Financial Objectives in compliance
with Sections 5.3 and 5.4 hereof, as the Committee deems appropriate, with
respect to the acquired business. Notwithstanding the foregoing, the Committee
may choose not to make one or more such adjustments if the effect of not making
such adjustment would be to decrease the amount of Performance Bonuses that
otherwise would be payable under this Plan for such Plan Year. Nothing in this
Section 5.5 will be construed to authorize the Committee to take actions under
this Section 5.5 that would preclude
the Performance Bonuses from qualifying for the Section 162(m) Exemption (as
defined in the 2005 Incentive
Plan).


 


5.6.          EXAMPLES. Sample
Performance Bonus calculations under various scenarios for the 2006 Plan Year
are illustrated in Schedules I and II.


 


5.7.          PAYOUT FORM AND
TIMING. Subject to Section 5.8 hereof in the case of terminations of
employment, Performance Bonuses will be paid within thirty days after the
Committee determines whether and to what extent Performance Objectives were
achieved, but no later than March 15 next following the end of the Plan Year
for which the Performance Bonuses, if any, were earned.


 


6

















 


5.8.          TERMINATION OF
EMPLOYMENT. In the event of the termination of a Participant’s employment
prior to the end of the Plan Year by reason of the Participant’s death,
Disability, Retirement, termination by the Company without Cause, or
resignation by the Participant for Good Reason, the Participant will be paid a
Performance Bonus equal to the pro rata portion of the Target Bonus that would
otherwise be payable as if the performance through the date of termination was
the performance for the Plan Year, provided that the applicable Performance
Objectives are met for the portion of the Plan Year during which the
Participant was employed by the Company (for example, if actual performance
through the date of termination represented 90% of target Performance
Objectives for the Plan Year, the Participant would be entitled to a prorata
portion of the corresponding percentage of his or her Target Bonus based on the
applicable performance matrix, and if the threshold level of performance was not
achieved, no bonus would be paid). As soon as practicable after the date of
termination, the Committee shall make a determination as to the extent to which
Performance Objectives had been achieved for the portion of the Plan Year
during which the Participant was employed, and the Performance Bonus to the
terminated Participant will be paid within thirty days after such determination.
Any amounts paid on behalf of a deceased Participant will be paid to the
Participant’s Beneficiary. For terminations after the end of the Plan Year, but
before payout from this Plan, payout will be made as though the termination had
not occurred.


 


ARTICLE 6


AMENDMENT, MODIFICATION AND TERMINATION


 


6.1.          AMENDMENT,
MODIFICATION AND TERMINATION. The Committee may, at any time and from time
to time, amend, modify or terminate this Plan. The Committee may condition any
amendment or modification on the approval of shareholders of the Company if
such approval is necessary or deemed advisable with respect to tax, securities
or other applicable laws, policies or regulations, including without limitation
Code Section 162(m).


 


6.2.          TERMINATION AFTER OR
DURING PLAN YEAR. Termination of this Plan after a Plan Year but before
Performance Bonuses are paid for that Plan Year will not reduce Participants’
rights to receive Performance Bonuses for the Plan Year. Termination or
amendment of this Plan during a Plan Year may be retroactive to the beginning
of the Plan Year, at the discretion of the Committee. If any amendment or
termination occurs during a Plan Year, the Committee shall determine when and
to what extent Performance Bonuses, if any, shall be paid for the portion of
the Plan Year preceding the amendment or termination, provided that if a Change
in Control occurs, no such amendment or termination may adversely affect
amounts payable to a Participant without the consent of the Participant.


 


7

















 


ARTICLE 7


GENERAL PROVISIONS


 


7.1.          NO RIGHT TO
PARTICIPATE. No officer or employee shall have any right to be selected to
participate in this Plan.


 


7.2.          NO RIGHT TO
EMPLOYMENT. Nothing in this Plan shall interfere with or limit in any way
the right of the Company or any Subsidiary to terminate any Participant’s
employment at any time, nor confer upon any Participant any right to continue
in the employ of the Company or any Subsidiary.


 


7.3.          WITHHOLDING. The
Company or any Subsidiary shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy federal, state, and local taxes (including the Participant’s FICA
obligation) required by law to be withheld with respect to any taxable event
arising as a result of this Plan.


 


7.4.          FUNDING. Benefits payable under this Plan to a Participant or to a Beneficiary will be paid by the Company from its general assets. The Company is not required to segregate on its books or otherwise establish any funding procedure for any amount to be used for the payment of benefits under this Plan. The Company may, however, in its sole discretion, set funds aside in investments to meet its anticipated obligations under this Plan. Any such action or set-aside may not be deemed to create a trust of any kind between the Company and any Participant or beneficiary or to constitute the funding of any Plan benefits. Consequently, any person entitled to a payment under this Plan will have no rights greater than the rights of any other unsecured creditor of the Company.
 


7.5.          EXPENSES. The
expenses of administering this Plan shall be borne by the Company and its
Subsidiaries.


 


7.6.          TITLES AND HEADINGS.
The titles and headings of the Sections in this Plan are for convenience of
reference only, and in the event of any conflict, the text of this Plan, rather
than such titles or headings, shall control.


 


7.7.          GENDER AND NUMBER.
Except where otherwise indicated by the context, any masculine term used herein
also shall include the feminine; the plural shall include the singular and the
singular shall include the plural.


 


7.8.          GOVERNING LAW. To
the extent not governed by federal law, this Plan shall be construed in
accordance with and governed by the laws of the State of Delaware.


 


7.9           2005 INCENTIVE PLAN
CONTROLS. This Plan is adopted pursuant to and shall be governed by and construed
in accordance with the 2005 Incentive Plan. In the event of any actual or
alleged conflict between the provisions of the 2005 Incentive


 


8

















 


Plan and the provisions of this
Plan, the provisions of the 2005 Incentive Plan shall be controlling and
determinative.


 


The foregoing is hereby acknowledged as being the Superior Essex Inc.
Amended and Restated Executive Bonus Plan as adopted by the Committee on March 29,
2006, to be effective as of January 1, 2006.


 


 


	
   

  	
   

  	
  SUPERIOR ESSEX INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Barbara L. Blackford

  	
   

  
	
   

  	
   

  	
  Barbara L. Blackford

  	
   

  
	
   

  	
   

  	
  Executive Vice President,

  	
   

  
	
   

  	
   

  	
  General Counsel and Corporate Secretary

  



 


9

















 


EXHIBIT A


 


PARTICIPANTS AND TARGET BONUS PERCENTAGES FOR
FISCAL YEAR 2006

UNDER THE AMENDED AND RESTATED EXECUTIVE BONUS PLAN


 




	
  Name

  	
   

  	
  % of Base Salary Payable at

  Target Achievement of

  Performance Objectives

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stephen M. Carter, CEO

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  David S. Aldridge, CFO

  	
   

  	
  55

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Justin F. Deedy, Jr., EVP and President,
  Communications Group

  	
   

  	
  55

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  H. Patrick Jack, EVP and President, Essex
  Group

  	
   

  	
  55

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Barbara L. Blackford, EVP, General Counsel
  and Secretary

  	
   

  	
  55

  	
  %

  






 


A-1

















 


2006 Executive Bonus Plan Model


Schedule I


Corporate Model


(Participants as shown in “Exhibit A, Amended and
Restated Executive Bonus Plan”)


 


	
  Consolidated
  Adjusted EBITDA Driver

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  70

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consolidated
  Adjusted EBITDA (% Target Achieved versus Plan)

  	
   

  	
  < 90

  	
  %

  	
  90

  	
  %

  	
  95

  	
  %

  	
  100

  	
  %

  	
  105

  	
  %

  	
  110

  	
  %

  	
  115

  	
  %

  	
  120

  	
  %

  	
  125

  	
  %

  	
  > 125

  	
  %

  
	
  Consolidated
  Adjusted EBITDA ($M)

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  
	
  % Payout

  	
   

  	
  0

  	
  %

  	
  60

  	
  %

  	
  80

  	
  %

  	
  100

  	
  %

  	
  115

  	
  %

  	
  130

  	
  %

  	
  145

  	
  %

  	
  170

  	
  %

  	
  200

  	
  %

  	
  200

  	
  %

  



 






Note: When performance falls between two points, interpolation shall
occur.


*  Targets for specific
quantitative measures intentionally deleted for this public filing.


 


	
  Adjusted
  EPS Driver

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  30

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adjusted
  EPS

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  
	
  % Payout

  	
   

  	
  0

  	
  %

  	
  60

  	
  %

  	
  80

  	
  %

  	
  100

  	
  %

  	
  115

  	
  %

  	
  130

  	
  %

  	
  145

  	
  %

  	
  170

  	
  %

  	
  200

  	
  %

  	
  200

  	
  %

  



 






Note: When performance falls between two points, interpolation shall
occur.


*  Targets for specific
quantitative measures intentionally deleted for this public filing.


 


If
either the threshold level of Consolidated Adjusted EBITDA or Adjusted EPS is
achieved, an additional bonus (the “Personal Performance Bonus”) will be added
to the Performance Bonus in an amount equal to 20% of the total Performance
Bonus calculated as provided under the Consolidated Adjusted EBITDA Driver and
the Adjusted EPS Driver (“Driver Performance Bonus”); provided that the
Committee, in its sole and absolute discretion, based on its assessment of
individual performance, may decrease or eliminate such Personal Performance
Bonus.  In addition, the amounts to be
paid as Driver Performance Bonus, if any, may be reduced by the Committee, in
its sole and absolute discretion, by up to 20% based on its assessment of an
Executive’s individual performance.  It
is contemplated that the Committee will eliminate or reduce the Personal
Performance Bonus unless the Committee assesses that special individual
performance merits payment of the Personal Performance Bonus.


 

















 


2006 Executive Bonus Plan Model


Schedule II


Business Unit Model


(Participants as shown in “Exhibit A, Amended and
Restated Executive Bonus Plan”)


 


	
  Adjusted Operating Income (O.I.) Driver

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  75

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adjusted O.I. (% Target Achieved versus
  Plan)

  	
   

  	
  <90

  	
  %

  	
  90

  	
  %

  	
  95

  	
  %

  	
  100

  	
  %

  	
  105

  	
  %

  	
  110

  	
  %

  	
  115

  	
  %

  	
  120

  	
  %

  	
  125

  	
  %

  	
  > 125

  	
  %

  
	
  Communications Adjusted O.I. ($M)

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  
	
  Essex Adjusted O.I. ($M)

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  
	
  % Payout

  	
   

  	
  0

  	
  %

  	
  60

  	
  %

  	
  80

  	
  %

  	
  100

  	
  %

  	
  115

  	
  %

  	
  130

  	
  %

  	
  145

  	
  %

  	
  170

  	
  %

  	
  200

  	
  %

  	
  200

  	
  %

  



 






Note:
When performance falls between two points, interpolation shall occur.


*  Targets for specific quantitative measures
intentionally deleted for this public filing.


 


	
  Consolidated Adjusted EBITDA Driver

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  25

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consolidated Adjusted EBITDA (% Target
  Achieved versus Plan)

  	
   

  	
  <90

  	
  %

  	
  90

  	
  %

  	
  95

  	
  %

  	
  100

  	
  %

  	
  105

  	
  %

  	
  110

  	
  %

  	
  115

  	
  %

  	
  120

  	
  %

  	
  125

  	
  %

  	
  > 125

  	
  %

  
	
  Consolidated Adjusted EBITDA ($M)

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  
	
  % Payout

  	
   

  	
  0

  	
  %

  	
  60

  	
  %

  	
  80

  	
  %

  	
  100

  	
  %

  	
  115

  	
  %

  	
  130

  	
  %

  	
  145

  	
  %

  	
  170

  	
  %

  	
  200

  	
  %

  	
  200

  	
  %

  



 






Note:
When performance falls between two points, interpolation shall occur.


*  Targets for specific quantitative measures
intentionally deleted for this public filing.


 


If
either the threshold level of Consolidated Adjusted EBITDA or Adjusted EPS is
achieved, an additional bonus (the “Personal Performance Bonus”) will be added
to the Performance Bonus in an amount equal to 20% of the total Performance
Bonus calculated as provided under the Consolidated Adjusted EBITDA Driver and
the Adjusted EPS Driver (“Driver Performance Bonus”); provided that the
Committee, in its sole and absolute discretion, based on its assessment of
individual performance, may decrease or eliminate such Personal Performance
Bonus.  In addition, the amounts to be
paid as Driver Performance Bonus, if any, may be reduced by the Committee, in
its sole and absolute discretion, by up to 20% based on its assessment of an
Executive’s individual performance.  It
is contemplated that the Committee will eliminate or reduce the Personal
Performance Bonus unless the Committee assesses that special individual performance
merits payment of the Personal Performance Bonus.