the Exchange Act, directly or indirectly, of more than fifty percent (50%) of the totalcombined voting power of all classes of capital stock of the Company normally entitled to vote forthe election of directors of the Company (the “Voting Stock”);               (b) the stockholders of the Company approve the sale of all or substantially all of theproperty or assets of the Company and such sale occurs;               (c) the stockholders of the Company approve a consolidation or merger of the Company withanother corporation (other than with any of the Company’s subsidiaries), the consummation of whichwould result in the shareholders of the Company immediately before the occurrence of theconsolidation or merger owning, in the aggregate, less than 60% of the Voting Stock of thesurviving entity, and such consolidation or merger occurs;               (d) a change in the Company’s Board of Directors occurs with the result that the members ofthe Board immediately prior to such change no longer constitute a majority of such Board ofDirectors; or               (e) any other change of ownership or effective control (as defined in Section 280G(b)(2) ofthe Internal Revenue Code (the “Code”)).     2.4. “Code” means the Internal Revenue Code of 1986, as amended.     2.5. “Date of Termination” means: (i) if Executive’s employment terminates by virtueof Executive’s death, the date of death and (ii) in all other cases, the date as of which atermination of Executive’s employment becomes effective in accordance with the provisions ofSection 3.1(d).     2.6. “Disability” means any physical or mental illness or infirmity of Executive(expressly excluding habitual use of alcohol or drugs) that causes Executive to be substantiallyunable to perform Executive’s duties with the Company (i) for any period of one hundred twenty(120) consecutive days, (ii) for two hundred seventy (270) days, whether or not consecutive, inany period of three hundred sixty five (365) days, despite provision by the Company of reasonableaccommodations as required by law, or (iii) at such earlier time as Executive submits or theCompany receives satisfactory medical evidence that Executive has a physical or mental disabilityor infirmity which will likely prevent him from returning to the performance of Executive’s workduties for four (4) months or longer. In the event of any dispute regarding the determination ofthe Employee’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 primary treatingphysician; provided, however, that the Employee’s Disability shall be conclusively presumed ifsuch determination is made by an insurer providing disability insurance coverage to the Employeeor the Company in respect of the Employee.     2.7. “Good Reason” means the occurrence, without Executive’s express prior writtenconsent, of any of the following:               (a) a material diminution in Executive’s authority, duties, or responsibilities, other than areduction attributable to Executive’s continued failure to
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substantially perform Executive’s duties with the Company or to accommodate Executive’sphysical or mental illness or infirmity;               (b) a material diminution in Executive’s base salary, except with respect to across-the-boardsalary reductions generally implemented for certain levels of management employees of the Company;or               (c) a change in location of Executive’s office within the two-year period on and after aChange in Control, that is fifty (50) miles or more from the office where Executive was located asof the Effective Date;but only if (i) Executive delivers a written notice to the Company within thirty (30) days of theinitial existence of such occurrence, which notice specifically identifies the occurrence anddemands that it be remedied and (ii) if such occurrence is capable of being remedied, the Companyfails to remedy the same within thirty (30) days after receiving such written notice or, if thesame is not capable of being remedied within such period of time, the Company fails to commencediligently to seek to remedy the same within such period and thereafter to continue to seek toremedy such failure until remedied.For the avoidance of doubt, any prospective action that would, if actually taken or implemented,constitute Good Reason through the application of (a) through (c) above (after the expirationwithout cure of the applicable notice and cure period provided for above) shall not in any event bedeemed to have occurred unless and until such action is actually taken or implemented.     2.8. “Separation from Service” means a termination of Executive’s employment thatconstitutes a separation from service under Section 409A of the Code.     **Section 3. TERMINATION AND COMPENSATION UPON TERMINATION**     3.1. *In General*.               (a) Termination by Company. The Company (acting through the Chief Executive Officer orthe Board) may at any time elect to terminate Executive’s employment by delivery of a notice oftermination to Executive for any reason (including on account of Disability) or no reason, with orwithout Cause.               (b) Termination by Executive. Executive may elect to terminate Executive’s employmentby delivery of a notice of termination (i) with Good Reason, in accordance with the provisions ofSection 2.7, or (ii) for any other reason (including on account of Disability) or no reason, at anytime.               (c) Notice of Termination. Any termination of Executive’s employment, whether by theCompany or by Executive, shall be communicated by written notice of termination to the other partyin accordance with the terms of Section 5.5. The notice of termination shall state the specifictermination provision in this Agreement relied upon and set forth in reasonable detail the factsand circumstances claimed to provide a basis for termination of Executive’s employment under theprovision so indicated and shall state an effective date of termination that complies with therequirements of subsection (d).
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               (d) Effective Date of Termination. Unless otherwise agreed upon in writing by theCompany and Executive:                    (i) the effective date of termination of Executive’s employment in the case of a terminationof Executive’s employment by the Company for any or no reason shall not be more than ninety (90)days after the date the notice of termination is given by the Company;                    (ii) the effective date of termination in the case of a termination of Executive’s employmentby Executive for any reason shall not be less than thirty (30) nor more than thirty-five (35) daysafter the date the notice of termination is given by Executive.               (e) All payments made to or in respect of Executive pursuant to this Section 3 shall be madein a cash lump sum within thirty (30) days following the Date of Termination, except where thisAgreement (or the plan pursuant to which such payment is to be made) provides otherwise. No amountsthat are “deferred compensation” within the meaning of Section 409A of the Code and that arepayable under this Agreement as a result of Executive’s termination of employment shall be payableto Executive unless Executive’s termination of employment also constitutes a Separation fromService.     3.2. *Death, Disability, Termination for Cause, or Resignation without Good Reason*.Executive’s employment shall be terminated automatically on the date of Executive’s death orDisability. Upon such a termination of employment, or upon a termination of employment by theCompany for Cause, or upon a termination of employment by Executive without Good Reason, theCompany shall pay to Executive (or, in the event of Executive’s death, to Executive’s beneficiaryor estate), when the same would otherwise have been due, the base salary and any bonus thenpayable through the Date of Termination and shall have no further obligations under thisAgreement.     3.3. *Termination Without Cause or With Good Reason*. If Executive’s employment isterminated by the Company without Cause or by Executive for Good Reason, the Company shall pay toExecutive:               (a) when the same would otherwise have become due and payable, the base salary and any bonusthen payable through the Date of Termination (without regard to any reduction therein constitutingGood Reason within the meaning of Section 2.7(b)), *plus*               (b) an amount of severance pay equal to one and one-half (1.50) times the amount ofExecutive’s annual base salary as in effect on the Date of Termination (without regard to anyreduction therein constituting Good Reason within the meaning of Section 2.7(b)), which amountshall be paid in twenty-four (24) consecutive equal semi-monthly installments, commencing not laterthan the first day of second calendar month following the Date of Termination and continuingthereafter until paid in full. In the event that any payments due under this subsection (b)constitute “deferred compensation” within the meaning of Section 409A of the Code, Executive’sright to receive a series of installment payments shall be treated as a right to a series ofseparate payments.
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In addition, if Executive’s employment is terminated by the Company without Cause or by Executivefor Good Reason all of Executive’s options and restricted stock that vest based on the passage oftime shall vest immediately (to the extent not previously vested) without regard to whether ornot any of the conditions specified therein have been achieved.     3.4. *Cost of COBRA Continuation Coverage*. If and to the extent that Executive,following a termination of Executive’s employment described in Section 3.3, properly and timelyelects (on behalf of Executive and Executive’s qualified beneficiaries) continuation coverageunder the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)with respect to the Company’s group health plan, Executive shall pay the then-current portion ofthe cost of such coverage that would be payable by the Company’s similarly situated activeemployees and the Company shall pay the balance of such then-current costs as long as and for theperiod during which the Company remains obligated for continuing payments under Section 3.3(b)(without regard to any acceleration by the Company of such payments). The Company shall beauthorized to deduct from the installments to be paid under Section 3.3 Executive’s then-currentshare of the cost of such coverage. The Company’s subsidy of such group health plan coverageshall terminate upon the earlier of (1) the date of termination of COBRA continuation coverageand (2) the payment in full by the Company of its obligations under Section 3.3(b) (withoutregard to any acceleration by the Company of such payments), whereupon Executive shall be fullyresponsible for the cost of continuing coverage and benefits, if any.     3.5. *General Release Agreement*. The obligations of the Company to make the paymentsand provide the benefits described in Sections 3.3 and 3.4 are expressly conditioned uponExecutive’s signing and delivering to the Company, not later than thirty (30) days after the Dateof Termination (or such longer period, to the extent required by law), and thereafter notrevoking, a valid general release agreement in substantially the form attached hereto asAttachment A. Any breach of Executive’s nondisclosure, nonsolicitation, or noncompetitionobligations to the Company that has or is reasonably likely to have a material and adverse effecton the Company shall, in addition to all other remedies available to Company, result in theimmediate release of the Company from any obligation it would otherwise have to make furtherpayments or provide further benefits under this Agreement. Executive expressly acknowledges thatthe Company is prepared to vigorously enforce these promises and that violation of Executive’sobligations could result in an award of damages or other legal remedies against Executive andExecutive’s subsequent employers.     3.6. *Limitation*.               (a) Notwithstanding the foregoing:                    (i) In the event that it shall be determined that any payment or distribution from theCompany, any affiliate, or trusts established by the Company or by any affiliate to or for thebenefit of Executive (whether paid or payable or distributed or distributable pursuant to the termsof this Agreement or otherwise, and with a “payment” including, without limitation, the vesting ofan option or other non-cash benefit or property) (a “Payment”) would be nondeductible by theCompany for Federal income tax purposes because of Section 280G of the Code, or any successorprovision, then the aggregate present value of amounts payable or
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distributable to or for the benefit of Executive pursuant to this Agreement (“AgreementPayments”) shall be reduced (but not below zero) to the Reduced Amount. For purposes of thisparagraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes theaggregate present value of Agreement Payments without causing any Payment to be nondeductiblebecause of said Section 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 that is then acting asauditor for the Company (the “Accounting Firm”), which shall provide detailed calculations thereofto the Company and to Executive, provided, however, that Executive shall elect which and how muchof the Agreement Payments shall be reduced consistent with such calculations. The determination tobe made by the Accounting Firm shall be binding upon the Company and Executive unless each of thefollowing occurs: (i) within fifteen (15) days of the date of such determination, either partygives to the other party a written legal opinion from a nationally recognized law firm stating thatthere is a substantial possibility that the Internal Revenue Service will reach a conclusiondifferent from that reached by the Accounting Firm; (ii) either party, within fifteen (15) days ofthe date of such letter, seeks a private letter ruling from the Internal Revenue Service; and (iii)the Internal Revenue Service issues a private letter ruling reaching a conclusion different fromthat reached by the Accounting Firm. A private letter ruling by the Internal Revenue Service issuedunder these circumstances shall be binding upon the Company and Executive. Present value, forpurposes of the calculations under this Section 3.6, shall be determined in accordance with Section280G(d)(4) of the Code. Notwithstanding anything in this Section 3.6 to the contrary, to theextent any of the payments or benefits provided under the Agreement are reduced in accordance withthe provisions of this Section, payments and benefits that do not constitute “deferredcompensation” within the meaning of Section 409A of the Code shall be reduced first.                    (ii) As a result of uncertainty in the application of Section 280G of the Code at the time ofany initial determination by the Accounting Firm hereunder, it is possible that Agreement Paymentswill have been paid or distributed by the Company which should not be so paid or distributed(“Overpayment”) or that additional Agreement Payments which were not paid or distributed by theCompany could have been so paid or distributed (“Underpayment”), in each case, consistent with thecalculation of the Reduced Amount hereunder. In the event that the Accounting Firm determines thatan Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan toExecutive which Executive shall repay to the Company promptly upon receiving notice of suchOverpayment together with interest at the applicable federal rate provided for in Section7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive to theCompany (or if paid by Executive to the Company shall be returned to Executive) if and to theextent such payment would not reduce the amount which is nondeductible under Section 280(G) of theCode or which is subject to taxation under section 4999 of the Code. In the event that theAccounting Firm determines that an Underpayment has occurred, any such Underpayment shall bepromptly paid by the Company to or for the benefit of Executive together with interest at theapplicable federal rate provided for in Section 7872(f)(2) of the Code.               (b) To the extent that any cash payments due under Section 3.3 or Section 3.4: (i) constitute“deferred compensation” subject to the requirements of Section 409A of the Code, (ii) are payableto an Executive who is a “specified employee” (as defined in Section 409A) as a result ofExecutive’s Separation from Service, and (iii) would be payable
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during the six (6) month period following Executive’s Separation from Service, such paymentsshall be suspended and accumulated by the Company and paid out to Executive on the first businessday following the date that is six (6) months after Executive’s Separation from Service. Indetermining whether any cash payments due under Section 3.3 or Section 3.4 are deferredcompensation within the meaning of Section 409A, the parties agree, to the greatest extent possibleunder the Treasury Regulations promulgated under Section 409A, to make use of any exemptionsavailable under Section 409A, including the short-term deferral exemption, the separation payexemption, and the limited payment exemption.     3.7. *Termination Obligations*.                    (a) Executive hereby acknowledges and agrees that all Company Property and Materials furnishedor made available to or acquired by Executive in the course of or incident to Executive’semployment, belong to the Company and shall be promptly returned to the Company upon termination ofExecutive’s employment for whatever reason. “Company Property and Materials” for suchpurpose includes (i) all electronic devices owned, leased, or made available by the Company forExecutive’s use, including personal computers, fax machines, cellular telephones, pagers, and taperecorders, and (ii) all books, manuals, records, reports, notes, contracts, lists, blueprints, mapsand other documents, or materials, or copies thereof (including computer files) belonging to, andall other proprietary information relating to the business of, the Company. Following termination,Executive will not retain any written or other tangible material containing any proprietaryinformation of the Company and, upon request, will confirm Executive’s compliance with thissubsection in writing.                    (b) Executive’s obligations under this Section 3.7 and Section 4 (including but not limited tothe confidentiality provisions set forth in Section 4.1) shall survive termination of Executive’semployment and the expiration of this Agreement.                    (c) Upon termination of Executive’s employment, Executive will be deemed to have resigned fromall offices and directorships then held with the Company or any of its affiliates.     3.8. *No Duty to Mitigate*. No amount due to Executive under this Agreement by virtueof the termination of Executive’s employment (other than payments to be provided in respect ofhealth benefits to the extent that Executive is entitled to similar benefits by virtue of newemployment) shall be reduced by or on account of any compensation received by Executive as theresult of employment by another employer.     **Section 4. RESTRICTIVE COVENANTS**     4.1. *Confidentiality*. In the performance of Executive’s duties for the Company,Executive shall abide by and be bound by the Company’s Code of Business Conduct and Ethics,including the confidentiality and nonsolicitation restrictions set forth therein. In addition andnot in lieu or in substitution therefor, Executive shall not, during Executive’s employment or atany time thereafter, directly or indirectly, disclose or make available to any person for anyreason or purpose whatsoever, any Confidential Information (as defined below). Executive agreesthat, upon termination of Executive’s employment with
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the Company, all Confidential Information in Executive’s possession that is in written orother tangible form (together with all copies or duplicates thereof, including computer files),whether or not otherwise included among the Personal Property required to be returned pursuant toSection 3.7(a), shall be returned to the Company and shall not be retained by Executive orfurnished or disclosed to any third party in any form except as provided herein; provided,however, that Executive shall not be obligated to treat as confidential any information that (i)was publicly known at the time of disclosure to Executive, (ii) becomes publicly known oravailable thereafter other than by virtue of a violation of this Agreement or any other duty owedto the Company by Executive, or (iii) is lawfully disclosed to Executive by a third party. Asused in this Agreement the term “Confidential Information” means otherwise valuable and uniquenonpublic information disclosed to Executive or known by Executive as a consequence of or throughExecutive’s relationship with the Company, including information about the customers, vendors,employees, consultants, business methods, public relations methods, organization, procedures,business plans, or finances, of the Company or its affiliates, whether or not such informationconstitutes a “trade secret” under applicable law.     4.2. *Noncompetition*.               (a) Competitive Activity. In addition to the restrictions contained in the Company’sCode of Business Conduct and Ethics, Executive agrees that Executive shall not, without the priorwritten consent of the Company (as may be communicated through the Company’s Chief ExecutiveOfficer or the Board):                    (i) During the period Executive is employed by the Company (the “Employment Period”)and during the Restriction Period (as defined in subsection (c)), directly or indirectly, engage orparticipate in (as an owner, partner, stockholder, employee, director, officer, agent, consultantor otherwise), with or without compensation, any business enterprise that is directly or indirectlyengaged in the business of manufacturing wire and cable in the United States and in any othercountries or territories where the Company sells its products (x) during the Employment Period, asit is being conducted while Executive is employed by the Company or (y) during the RestrictionPeriod, as it was being conducted at the time of the termination of Executive’s employment (each a“Competitive Business”);                    (ii) During the Restriction Period, directly or indirectly, solicit or attempt to persuade anyperson who was, at any time within the two (2) year period before Executive’s Date of Termination,an employee or independent contractor of the Company, to terminate his, her, or its relationshipwith the Company; or                    (iii) During the Restriction Period, directly or indirectly, employ, hire, or retain anyperson who was an employee of the Company at any time within the one (1) year period beforeExecutive’s Date of Termination.For the avoidance of doubt and without limitation, subsection (i) above is intended, among otherthings, to prohibit, during the Employment Period and Restriction Period, the solicitation byExecutive of any customer, client, or vendor of the Company for the benefit of or in furtherance ofa Competitive Business and the engagement or participation of Executive by or with any
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business that solicits or engages in business with any customer, client, or vendor of the Companyin furtherance of a Competitive Business.               (b) Notwithstanding the foregoing, Executive may own up to a five percent (5%) interest in apublicly traded corporation or other person engaged in a Competitive Business.               (c) For purposes hereof, “Restriction Period” means the period beginning upon the Dateof Termination and ending on the first anniversary thereof.     4.3. *Remedies for Breach*. Executive acknowledges that the provisions of Sections 4.1and 4.2 are reasonable and necessary for the protection of the Company and that the Company maybe irrevocably damaged if these provisions are not specifically enforced. Accordingly, Executiveagrees that, in addition to any other legal or equitable relief or remedy available to theCompany, the Company shall be entitled to seek and may obtain an appropriate injunction or otherequitable remedy for the purposes of restraining Executive from any actual or threatened breachof or otherwise enforcing these provisions (and that no bond or security shall be required inconnection therewith), together with an equitable accounting of all earnings, profits, and otherbenefits arising from such violation, which rights shall be cumulative.     4.4. *Modification*. If a court determines that any of the restrictions contained inSection 4.1 or Section 4.2 is unreasonable in terms of scope, duration, geographic area, orotherwise, or any provision in Section 4.1 or Section 4.2 is otherwise illegal, invalid, orunenforceable, then such restriction or provision, as applicable, shall be reformed to the extentnecessary so that the same shall be rendered enforceable to the fullest extent otherwisepermissible under applicable law, and the parties hereto do hereby expressly authorize any suchcourt to so provide.     **Section 5. GENERAL PROVISIONS**     5.1. *Termination of Prior Agreements*. The parties hereby agree that any and allprior agreements between Executive and the Company with respect to severance payments or benefitsare hereby terminated as of the date hereof, and any and all such agreements shall be of nofurther force and effect from and after the date hereof and the parties shall be released fromany further obligations thereunder. The foregoing, however, shall not be deemed to abrogate orotherwise affect any of Executive’s obligations under the Company’s Code of Business Conduct andEthics as heretofore or hereafter in effect or any other restrictive covenant binding uponExecutive.     5.2. *Certain Rules of Construction*.Number. The definitions contained in Section 2 and elsewhere in this Agreementshall be equally applicable to both the singular and plural forms.               (b) “Including”; “Or.” The word “including” means and shall be read as “including butnot limited to” and the word “or” means “or” in the nonexclusive sense, i.e., either “and” or “or.”
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               (c) Section and Subsection References. Except as otherwise specified herein,references in this Agreement to Sections, subsections, and paragraphs are references to theSections, subsections, and paragraphs of this Agreement.               (d) Headings. The headings of the Sections, subsections, and paragraphs of thisAgreement are inserted for convenience only and shall not be deemed to constitute part of thisAgreement or affect the construction hereof.               (e) “Herein.” Words such as “herein,” “hereinafter,” “hereof,”and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in whichsuch words appear unless the context otherwise requires.               (f) “Person.” Except as may be expressly provided otherwise herein, the word “person”includes an individual, corporation, general or limited partnership, joint venture, limitedliability company, business trust, firm, association, or other form of business entity.     5.3. *Successors; Binding Agreement*.               (a) The Company shall require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business or assets of the Company toexpressly assume and agree to perform this Agreement in the same manner and to the same extent thatthe Company would be required to perform it if no such succession had taken place. Failure of theCompany to obtain such assumption and agreement before the effectiveness of any such successionshall be a breach of this Agreement. Unless expressly provided otherwise, “Company” as used hereinmeans the Company as defined in this Agreement and any successor to its business or assets asaforesaid.               (b) This Agreement may not be assigned by Executive but shall inure to the benefit of and beenforceable by Executive and Executive’s personal or legal representatives, executors,administrators, heirs, distributees, devisees and legatees. If Executive dies while any amountsremains payable to Executive hereunder, all such amounts, unless otherwise provided herein, shallbe paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or otherdesignee or, if there is no such designee, to Executive’s estate.     5.4. *No Contract of Employment*. Executive acknowledges that Executive’s employmentwith the Company is “at will.” This Agreement does not and is not intended to confer uponExecutive any right of continued or future employment by the Company or any right to compensationor benefits from the Company except the rights specifically stated herein, and shall not limitthe right of the Company to terminate Executive’s employment at any time with or without Cause.     5.5. *Notices*. All notices, demands, and other communications required or permittedby this Agreement shall be in writing and shall be deemed to have been duly given (i) whenpersonally delivered, (ii) when transmitted by telecopy, electronic, or digital transmission withreceipt confirmed, (iii) one day after delivery to an overnight air courier
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guaranteeing next day delivery, or (iv) upon receipt if sent by certified or registeredmail. In each case, notice shall be addressed as follows:   If to Executive: As set forth below Executive’s signature  to this Agreement   If to the Company: Coleman Cable, Inc.  1530 Shields Drive  Waukegan, Illinois 60085