**Exhibit 10.4****AMENDED AND RESTATED EMPLOYMENT AGREEMENT**     This **AMENDED AND RESTATED EMPLOYMENT AGREEMENT**(this “Agreement”) is made andentered into as of this 1st day of September, 2006 (the “Effective Date”) by and betweenCOLEMAN CABLE, INC., a Delaware corporation (the “Company”), on the one hand, andJEFFREY D. JOHNSTON (the “Employee”), on the other hand. (The Company and the Employeeare sometimes referred to herein together as the “Parties”)**WITNESSETH**     WHEREAS, the Company is engaged in the business of manufacturing wire andcable products (the “Business”);     WHEREAS, the Company and the Employee are parties to that certain EmploymentAgreement dated December 30, 1999 (the “Original Agreement”), which the Parties desireto amend and restate in its entirety on the terms and conditions set forth herein.     NOW, THEREFORE, in consideration of the mutual covenants contained herein and othergood and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:     1. Restatement of the Original Agreement. The Parties do hereby amend andrestate the Original Agreement in its entirety as set forth herein. Upon the EffectiveDate, the Original Agreement shall be superseded in its entirety and of no further forceor effect.     2. Employment. The Company hereby agrees to employ the Employee for the Termof this Agreement (as defined in Section 5 hereof) and the Employee herebyaccepts such employment.     3. Position and Duties.          (a) Position. During the Term, the Employee shall serve as the Senior VicePresident — Operations of the Company, overseeing certain day to day operations of theCompany and any person or entity that directly, or through one or more intermediaries iscontrolled by the Company (collectively, the “Affiliates”) and shall have and performthe duties, responsibilities and authority commensurate with such position, which areenumerated from time to time by the Company’s Board of Directors and/or its ChiefExecutive Officer. Such duties, responsibilities and authority shall include, but not belimited to, the following:          (i) the authority to employ (and terminate), any and all subordinateofficers (of whatever position), any general managers, managers, supervisors andother employees of the Company or its Affiliates as the Employee shall deemnecessary or appropriate for the conduct of the Business and its Affiliates; todelegate to such employees such authority as he shall determine, all consistentwith the employee policies and
 

 
procedures promulgated by the Company’s Board of Directors and the ChiefExecutive Officer; and          (ii) the authority to make or otherwise authorize expenditures by and tocontract liabilities for the Company and the Affiliates in the ordinary course ofbusiness; and          (iii) the authority to make any and all decisions of a material nature forthe Company and the Affiliates subject only to the approval of the Company’sBoard of Directors and Chief Executive Officer.          (b) Efforts. The Employee shall devote his full working time, diligentefforts and attention (except for permitted vacation periods and periods of illness orother incapacity) to the business and affairs of the Company as may be required toperform his duties and responsibilities in a diligent and businesslike manner.     4. Salary and Benefits.     (a) Base Salary. During the Term, the Company shall pay to the Employee aminimum base salary of $300,000 per year. The Company shall pay such salary in equalbi-weekly installments on the Company’s regular pay days. Regular installments of basesalary shall be paid less all applicable taxes, social security payments and other itemsthat the Company is required by law to withhold or deduct therefrom.     (b) Automatic Annual Raises. During the Term, the Employee’s base salaryshall be increased, effective as of each anniversary of the Effective Date, by apercentage amount equal to the percentage increase in the Chicago area Consumer PriceIndex as reported by the U.S. Department of Labor.     (c) Merit Raises. The Board of Directors of the Company may, in itsabsolute and sole discretion, increase the salary payable to Employee for merit.     (d) Performance Bonuses. During each year of the Term, the Employee shall beentitled to receive cash performance bonuses in an amount up to 100% of the Employee’sbase salary, as determined by the Company’s Board of Directors based upon the attainmentof performance goals conveyed to the Employee. The cash performance bonus may beincreased in any year in the discretion of the Compensation Committee.     (e) Employee Benefits. In addition to the compensation described above,the Company will provide or offer for the Employee’s participation such benefits (otherthan bonus, incentive compensation and severance benefits) as are generally provided oroffered by the Company to its other similarly positioned executive officers, including,without limitation, retirement benefits, health/major medical insurance and welfarebenefits, sick days and other fringe benefits (collectively,**“Benefits”**), if and to theextent that the Employee is eligible to participate in accordance with the terms of theapplicable Benefit plan or program generally. These Benefits shall include:
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          (i) group health, life and disability insurance (to the extent offered tosimilarly positioned executive officers);          (ii) participation in any Company sponsored retirement savings or pensionplan (to the extent such plans are in existence and participation is offered tosimilarly positioned executive officers);          (iii) participation in all stock or stock option plans (to the extent suchplans exist);          (iv) use of a company car comparable to the car presently being driven bythe Employee;          (v) business expense allowances;          (vi) paid vacation accruing at the rate of four (4) weeks peryear;          (vii) paid religious and other holidays to the extent provided under theCompany’s personal leave policies; and          (ix) such other perquisites as the Company and the Employee shall agree.          (f) Supplemental Disability Insurance. In addition to the Benefits hereinprovided for, the Company shall purchase and maintain in full force and effect one ormore policies of supplemental disability insurance, with benefits consistent with thoseprovided to the Employee as of the date hereof.          (g) Equity and Option Grants. In addition to all other salary and benefitsherein provided, the Company hereby agrees that Employee shall be entitled to participatein restricted stock and stock option plans established for the benefit of the Company’semployees.          (h) Expense Reimbursement. The Company shall reimburse the Employee for allreasonable business expenses properly incurred by the Employee in the ordinary course ofperforming the Employee’s duties and responsibilities hereunder, subject to theCompany’s normal and customary practices and policies as are in effect from time to timewith respect to travel, entertainment and other business expenses (including theCompany’s reasonable requirements with respect to prior approval, reporting anddocumentation of such expenses)     5. Term and Termination.          (a) Term. Subject to the rights of termination set forth below, the Term ofthe Employee’s employment under this Agreement shall be for a rolling three (3) yearperiod *(i.e.,*upon completion of each day of the Employee’s employment, the term of hisemployment automatically shall be extended for one additional day), commencing on theEffective Date (the ‘Term”).
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          (b) Termination for Cause. The Company may terminate the Employee’semployment under this Agreement at any time upon written notice for “Cause.” For thepurposes of this Agreement, Cause shall mean:          (i) the gross neglect or willful failure by the Employee to perform hisduties and responsibilities in all material respects as set forth hereunder,after a written demand for substantial performance is delivered to the Employeeby the Company’s Board of Directors which demand specifically identifies themanner in which the Company’s Board of Directors believes that the Employee hasnot so performed his duties and which demand is not met within thirty (30) daysof its delivery to Employee;          (ii) any act of fraud or embezzlement by the Employee in connection with theCompany or its affiliates;          (iii) a willful and material breach of this Agreement by the Employee whichthe Employee fails to cure within thirty (30) days of the Employee’s receipt ofwritten notice of such breach; or          (iv) the Employee’s conviction or entering into a plea of *nolo contendere*to(A) a crime involving moral turpitude; or (B) any other crime materiallyimpairing or materially hindering the Employee’s ability to perform his dutiesfor the Company.          (c) Voluntary Termination By The Employee With Good Reason. TheEmployee may, at any time within 90 days of the occurrence of any event which constitutes“Good Reason” upon written notice, terminate his employment under this Agreement with“Good Reason”.          (i) For the purposes of this Agreement, “Good Reason” shall mean without theprior written consent of the Employee:          (A) a reduction in the base salary and potential for bonuscompensation of the Employee, other than an insubstantial and inadvertentfailure not occurring in bad faith and which is remedied by the Companywithin fifteen (15) days after receipt of notice thereof given by theEmployee; or          (B) a significant reduction in the responsibilities and/or duties ofthe Employee the result of which is that the Employee (1) shall no longerhave control or authority over the management of the Company or theAffiliates, or (2) shall have responsibilities which are notcommensurate with the historical responsibilities of the Senior VicePresident — Operations of the Company; or          (C) a change of location of the Employee’s office which is thirtyfive (35) miles or more from the office where the Employee was located asof the Effective Date; or          (D) a Change of Control (as herein defined); or
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          (E) any willful failure or willful breach by the Company (not coveredby any of the clauses (A) through (D) above) of any material obligations ofthis Agreement, if such breach is not cured within thirty (30) days afterwritten notice thereof by the Employee to the Company’s Board of Directors.For the purposes of this Agreement, a “Change of Control” shall mean thatany of the following has occurred: (i) any person or other entity (other than any ofthe Company’s subsidiaries or any employee benefit plan sponsored bythe Company or any of its subsidiaries) including any person asdefined in Section 13(d)(3) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), becomes the beneficial owner, as definedin Rule 13d-3 under the Exchange Act, directly or indirectly, of morethan fifty percent (50%) of the total combined voting power of allclasses of capital stock of the Company normally entitled to vote forthe election of directors of the Company (the “Voting Stock”),  (ii) the stockholders of the Company approve thesale of all or substantially all of the property or assets of theCompany and such sale occurs;  (iii) the stockholders of the Company approve aconsolidation or merger of the Company with another corporation (otherthan with any of the Company’s subsidiaries), the consummation ofwhich would result in the shareholders of the Company immediatelybefore the occurrence of the consolidation or merger owning, in theaggregate, less than 60% of the Voting Stock of the surviving entity,and such consolidation or merger occurs;  (iv) a change in the Company’s Board of Directorsoccurs with the result that the members of the Board immediately priorto such change no longer constitute a majority of such Board ofDirectors; or  (v) any other change of ownership or effectivecontrol (as defined in Section 280G(b)(2) of the Internal Revenue Code(the “Code”)).For the avoidance of doubt, no Change of Control shall be deemed to occurif any of the events enumerated above occur as a result of (i) the 144Aequity offering and private placement of equity securities with Friedman,Billings & Ramsey, Co. as initial purchaser and placement agent (the “144Aoffering”); (ii) any issuance of equity securities pursuant to the shelfregistration statement filed in connection with the 144A offering; (iii)any changes associated with the listing of the Company’s stock on theNASDAQ stock market; or (iv) an initial public offering or shelfregistration of the Company’s stock.
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     For the further avoidance of doubt, the Employee’s decision not to terminate hisemployment within 90 days after the occurrence of any event which constitutes “GoodReason” shall not preclude or otherwise constitute a waiver of the Employee’s right toterminate his employment within 90 days of any other event which constitutes “GoodReason.”          (d) Voluntary Termination By The Employee Without Good Reason. TheEmployee may, at any time upon three (3) months prior written notice, terminate hisemployment under this Agreement without Good Reason.          (e) Termination on Death or Permanent Disability. TheEmployee’s employment under this Agreement shall terminate upon the Employee’s death orDisability. For purposes of this Agreement, “Disability” shall mean the inability ofthe Employee to substantially perform the Employee’s duties and responsibilities to theCompany by law, by reason of a physical or mental disability or infirmity (i) for a totalof one hundred twenty (120) days in any consecutive twelve (12) month period or (ii) atsuch earlier time as the Employee submits or the Company receives satisfactory medicalevidence that the Employee has a physical or mental disability or infirmity which willlikely prevent him from returning to the performance of the Employee’s work duties forfour (4) months or longer. In the event of any dispute regarding the determination of theEmployee’s Disability, such determination shall be made by a physician selected by theCompany, at the Company’s sole expense, in consultation with the Employee’s primarytreating physician; provided, however, that the Employee’s Disability shallbe conclusively presumed if such determination is made by an insurer providingdisability insurance coverage to the Employee or the Company in respect of the Employee.     6. Severance Benefits. Upon termination of the Employee’s employment underthis Agreement, the Employee shall be entitled to receive the following terminationbenefits in lieu of all other considerations and payments under this Agreement and allclaims for damages and remedies based on a claim of wrongful discharge, after receipt ofwhich the rights and obligations of the parties hereunder shall become void and of nofurther force and effect; provided, however, that the Employee shall remain obligated toabide by the restrictive covenants set forth in Section 9 of this Agreement until suchtime as they would otherwise expire.     (a) Termination for Cause or Without Good Reason. If the Employee’semployment is terminated for Cause by the Company in accordance with Section 5(a)or is terminated voluntarily by the Employee in accordance with Section 5(d),then the following severance benefits shall be due:          (i) base salary shall be paid through such date oftermination;          (ii) any bonus that may otherwise have become due for the fiscal year priorto the year in which the Employee’s employment is terminated; and          (iii) all benefits, including all life insurance policies maintainedpursuant to Section 4(e) above, may be terminated or canceled by the Company atany time from and after the last day of employment, subject only to theEmployee’s
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“COBRA” rights to continue health insurance and his right to vested funds in theCompany sponsored retirement savings and pension plans.     (b) Termination by Death or Disability. If the Employee’semployment is terminated by the Company upon the death or Disability of theEmployee, then the following severance benefits shall be due and payable at theCompany’s option either in one lump sum or in accordance with the Company’scustomary practices:          (i) the Employee (or his estate or representative) shall be entitled to hisbase salary for 12 months following the date of termination; and          (ii) the Employee (or his estate or representative) shall be entitled toreceive all accrued and unpaid bonuses for the year immediately preceding thetermination of Employee’s employment, plus a bonus payment in an amount equal toone (1) times the average annual bonus paid to Employee for the two (2) completeyears immediately preceding Employee’s Death or Disability.In addition, Employee shall receive the following:          (i) all options and restricted stock shall immediately vest;          (ii) all group health, life and disability insurance benefits and healthclub memberships shall continue for a period of 12 months from the date oftermination. In the case of termination by reason of the death of the Employee,then such group health, life and disability insurance benefits shall continue asaforesaid for the benefit of any dependents who survive him; and          (iii) all policies of insurance on the life of the Employee maintained bythe Company pursuant to Paragraph 4(e), above, shall (except in the case oftermination by reason of the Employee’s death) be assigned to the Employee,without charge (except for any applicable income taxes which the Employee may beliable for), effective on the last day of employment, and thereafter, the Companyshall have no further obligation to maintain those policies or to pay additionalpremiums thereon.     (c) Wrongful Discharge or Termination for Good Reason. If theEmployee’s employment is terminated by the Company other than for Cause or byreason of death or Disability, or if the Employee’s employment is terminated bythe Employee for Good Reason, then the following severance benefits shall be dueand payable in one lump sum:          (i) an amount equal to three (3) times the Employee’s base salary (i.e.,thirty-six (36) months base salary); and          (ii) an amount equal to three (3) times the Employee’s average annual bonusfor the two (2) complete years immediately preceding the termination of theEmployee’s employment.
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In addition, Employee shall receive the following:          (i) all options and restricted stock shall vest immediately (to the extentnot previously vested) without regard to whether or not any of the conditionsspecified therein have been achieved;          (ii) all group health, life and disability insurance benefits and healthclub memberships shall continue for thirty-six (36) months; and          (iii) the Company shall convert all policies of insurance on the life of theEmployee that are required to be maintained by the Company pursuant to Paragraph4(e), above, into fully paid, term policies; shall promptly pay in full thepremiums then due; and shall assign such policies to the Employee, without charge(except for any income taxes the Employee may be liable for), effective on thelast day of employment.     (d) Shareholder Approval of Severance Benefits. The Company shalluse its best efforts to obtain shareholder approval for the portion of theseverance benefits payable under Section 6 of this Agreement which would otherwisebe subject to excise tax under section 4999 of the Code which complies withsection 280G(b)(5)(B) and the regulations thereunder.     (e) Limits on Severance Payments. Anything in this Agreement tothe contrary notwithstanding, the following restrictions shall apply:          (i) In the event that it shall be determined that any payment or distributionfrom the Company, any affiliate, or trusts established by the Company or by anyaffiliate to or for the benefit of the Employee (whether paid or payable ordistributed or distributable pursuant to the terms of this Agreement or otherwise,and with a “payment” including, without limitation, the vesting of an option orother non-cash benefit or property) (a “Payment”) would be nondeductible by theCompany for Federal income tax purposes because of section 280G of the Code, orany successor provision, then the aggregate present value of amounts payable ordistributable to or for the benefit of the Employee pursuant to this Agreement(“Agreement Payments”) shall be reduced (but not below zero) to the ReducedAmount. For purposes of this paragraph, the “Reduced Amount” shall be an amountexpressed in present value which maximizes the aggregate present value ofAgreement Payments without causing any Payment to be nondeductible because of saidsection 280G of the Code. The determination to be made hereunder shall be madewithin twenty (20) days after the date of termination by the accounting firm thatis then acting as auditor for the Company (the “Accounting Firm”), which shallprovide detailed calculations thereof to the Company and to the Employee,provided, however, that the Employee shall elect which and how much of theAgreement Payments shall be reduced consistent with such calculations. Thedetermination to be made by the Accounting Firm shall be binding upon the Companyand the Employee unless each of the following occurs: (i) within fifteen (15) daysof the date of such determination, either party gives to the other party a writtenlegal opinion from a nationally recognized law firm stating that there is asubstantial possibility that the
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Internal Revenue Service will reach a conclusion different from that reached bythe Accounting Firm; (ii) either party, within fifteen (15) days of the date ofsuch letter, seeks a private letter ruling from the Internal Revenue Service; and(iii) the Internal Revenue Service issues a private letter ruling reaching aconclusion different from that reached by the Accounting Firm. A private letterruling by the Internal Revenue Service issued under these circumstances shall bebinding upon the Company and the Employee. Present value, for purposes of thecalculations under this paragraph 7(d), shall be determined in accordance withsection 280G(d)(4) of the Code.     (ii) As a result of uncertainty in the application of section 280G of theCode at the time of any initial determination by the Accounting Firm hereunder,it is possible that Agreement Payments will have been paid or distributed by theCompany which should not be so paid or distributed (“Overpayment”) or thatadditional Agreement Payments which were not paid or distributed by the Companycould have been so paid or distributed (“Underpayment”), in each case, consistentwith the calculation of the Reduced Amount hereunder. In the event that theAccounting Firm determines that an Overpayment has been made, any suchOverpayment shall be treated for all purposes as a loan to the Employee which theEmployee shall repay to the Company promptly upon receiving notice of suchOverpayment together with interest at the applicable federal rate provided for insection 7872(f)(2) of the Code; provided, however, that no amount shall bepayable by the Employee to the Company (or if paid by the Employee to the Companyshall be returned to the Employee) if and to the extent such payment would notreduce the amount which is nondeductible under section 280(g) of the Code orwhich is subject to taxation under section 4999 of the Code. In the event thatthe Accounting Firm determines that an Underpayment has occurred, any suchUnderpayment shall be promptly paid by the Company to or for the benefit of theEmployee together with interest at the applicable federal rate provided for insection 7872(f)(2) of the Code.     (f) Calculation of Severance Payments. For the avoidance of doubt,for purposes of calculating severance benefits pursuant to this Section 6, theEmployee’s average annual bonus for the two (2) complete years immediatelypreceding the termination of the Employee’s employment shall not, under anycircumstances, include the special payment of $422,583 received by the Employeein 2004.     7. Relationship Created. The relationship created by this Agreement isthat of employer and employee and nothing contained in this Agreement shall be construedin any way as creating any partnership, joint venture or other relationship between theparties. Nothing contained in this Agreement shall be construed as granting Employee anyright to bind or obligate the Company in any manner not herein granted, without theexpress written consent of the Company.     8. Payment of Undisputed Amounts. If there is a dispute between theparties with respect to any amount claimed to be due hereunder, any portion that is notdisputed shall be paid by the obligor to the payee. Any such partial payment shall not,however, constitute a waiver by the recipient of such payment of any other rights.     9. Restrictive Covenants.
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          (a) Non-Competition. Employee agrees that during his employment and for aone (1) year period thereafter (other than if wrongfully terminated by the Company,terminated with Good Reason by the Employee or if the Company fails to make any paymentor perform any obligation owned to Employee to Employee required to be made hereunder, inwhich case this restrictive period shall lapse immediately) (the “Restrictive Period”),he will not, directly or indirectly, engage, participate, or have any interest or beinvolved in any capacity, whether as an owner, agent, stockholder (excluding ownership ofnot more than 5% of the outstanding shares of a publicly held corporation if suchownership does not involve, and neither Employee nor any of his respective affiliatesotherwise has, any managerial or operational responsibility in respect thereof), officer,director, manager, partner, joint venturer, employee, consultant, advisor, agent orotherwise, in any business enterprise which is, or shall at any time during theRestrictive Period be, directly or indirectly engaged in the business of manufacturingwire and cable in the United States and in any other countries or territories where theCompany sells its products.          (b) Non-Disclosure of Confidential Information.     (i) Employee acknowledges that it is the policy of the Company tomaintain as secret and confidential all valuable and unique informationheretofore or hereafter acquired, developed or used by the Company relatingto the business, operations, employees and customers of the Company, whichinformation includes technical knowledge, know-how or trade secrets andinformation concerning the operations, sales, personnel, suppliers,customers, costs, profits, markets, pricing policies, Confidential Materials(as hereinafter defined), and the results of any investigations orexperiments of the Company (such information is hereinafter referred to as“Confidential Information,” provided that Confidential Information shall notinclude any of the foregoing items which are in the public domain or whichare available from third-party sources without any violation of thisAgreement). Employee recognizes that the services to be performed byEmployee are special and unique, and that by reason of his duties he willacquire Confidential Information. Employee recognizes that all suchConfidential Information is the sole and exclusive property of the Company.In consideration of the Company’s entering into this Agreement, Employeeagrees that:     (A) he shall never for so long as such information is valuableand unique (but in no case for longer than five (5) yearsfollowing the termination of Employee’s employment by theCompany), directly or indirectly use, publish, disseminate orotherwise disclose any Confidential Information obtained during hisemployment by the Company without the prior written consent of theCompany’s Board of Directors, it being understood that thissubparagraph shall survive the term of this Agreement;     (B) during the term of his employment by the Company, he shallexercise all due and diligent precautions to protect the integrity ofthe Company’s customer lists, mailing lists and sources thereof,statistical data and compilations, agreements, contracts, manuals orother documents and
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any and all other materials embodying any Confidential Information(the “Confidential Materials”) and, upon termination of hisemployment hereunder, or such earlier time as the Company may sorequest, he shall immediately return to the Company all suchConfidential Materials (and copies thereof) then in his possessionor control;     (C) Employee agrees that he will at all times comply with allsecurity regulations (1) in effect from time to time at the Company’spremises and (2) in effect for materials belonging to the Company;and     (D) Employee agrees that the provisions of this subsection (b)are reasonably necessary to protect the proprietary rights of theCompany in the Confidential Information and its trade secrets, goodwill and reputation.     (c) Severability. In the event a court of competent jurisdictiondetermines that the provisions of the covenants in this Section 9 are excessivelybroad as to duration, geographic scope or activity, it is expressly agreed thatthe covenants contained in this Section 9 shall be construed so that theprovisions which the court does not deem excessively broad shall not be affected,but shall remain in full force and effect, and any such overly broad provisionsshall be deemed, without further action or the part of any party, to be modified,amended and or limited, but only to the extent necessary to render the same validand enforceable in such jurisdiction.     (d) Remedies. Employee acknowledges that any breach of the provisionsof this Section 9 can cause irreparable harm to the Company for which the Companywould have no adequate remedy at law. In the event of a breach or threatenedbreach by Employee of any of such provisions, in addition to any and all otherrights and remedies it may have under this Agreement or otherwise, the Company mayimmediately seek any judicial action deemed necessary, including, withoutlimitation, temporary and preliminary injunctive relief.     10. Notices. All notices, demands or other communications to be given ordelivered under or by reason of the provisions of this Agreement shall be in writing andshall be deemed to have been given when delivered personally to the recipient, one dayafter being sent to the recipient by reputable overnight courier service (chargesprepaid) or three days after being mailed to the recipient by certified or registeredmail, return receipt requested and postage prepaid. Such notices, demands and othercommunications shall be sent to the recipients at the addresses indicated below:Notices to Employee:Mr. Jeffrey D. Johnston