Company has distributed all vested Award Shares, the Company shall distribute certificates forthe vested Award Shares to the beneficiary or beneficiaries the Participant designated, in theproportions the Participant specified. If the Participant failed to designate a beneficiary orbeneficiaries, the Company shall distribute certificates for the vested Award Shares to theParticipant’s estate. The Company shall distribute certificates for the vested Award Shares nolater than six months after the Participant’s death.     Notwithstanding the foregoing, the Company shall not distribute the certificates for the AwardShares until the Participant has paid to the Company or a Subsidiary the amount required to bewithheld for federal, state or local taxes. The Participant may satisfy the required withholdingamount by directing that the Company use for this purpose a portion of the Award Shares that wouldotherwise be distributed to him/her.     6. *Legend on Stock Certificates*. The Company may require that certificates for Award Sharesdistributed to the Participant pursuant to this Agreement bear any legend that counsel to theCompany believes is necessary or desirable to facilitate compliance with applicable securitieslaws.     7. *Delivery of Certificates*. Notwithstanding the provisions of Sections 4 and 5, the Companyis not required to issue or deliver any certificates for Award Shares before completing the stepsnecessary to comply with applicable federal and state securities laws (including any registrationrequirements) and applicable stock exchange rules and practices. The Company shall use commerciallyreasonable efforts to cause compliance with those laws, rules and practices.     The Company shall not make any distribution of certificates before the first date the AwardShares may be distributed to the Participant without penalty or forfeiture under federal or statelaws or regulations governing short swing trading of securities. In determining whether adistribution would result in such a penalty or forfeiture, the Company and the Committee may relyupon information reasonably available to them or upon representations of the Participant’s legal orpersonal representative.     8. *No Right to Employment*. Nothing in the Plan or this Agreement shall be construed ascreating any right in the Participant to continued employment or service, or as altering oramending the existing terms and conditions of the Participant’s employment or service.     9. *Nontransferability*. No interest of the Participant or any beneficiary in or under thisAgreement shall be assignable or transferable by voluntary or involuntary act or by operation oflaw, other than by shall or by the laws of descent and distribution, or pursuant to a domesticrelations order (as defined in section 414(p)) of the Code. Distribution of Award Shares shall bemade only to the Participant; or, if the Committee has been provided with evidence acceptable to itthat the Participant is legally incompetent, the Participant’s guardian or legal representative;or, if the Participant is deceased, to the beneficiaries that the Participant has designated in themanner required by the Committee or, in the absence of a designated beneficiary, to theParticipant’s estate. The Committee may, in its discretion, require a Participant’s guardian orlegal representative to supply it with evidence the Committee deems necessary to establish theauthority of the guardian or legal representative to act on behalf of the Participant. Any effortto assign or transfer the rights under this Agreement shall be wholly ineffective, and shall be
 

 
grounds for termination by the Committee of all rights of the Participant and his/herbeneficiary in and under this Agreement.     10. *Administration*. The Committee administers the Plan. The Participant’s rights under thisAgreement are expressly subject to the terms and conditions of the Plan, including requiredshareholder approval thereof, and to any guidelines the Committee adopts from time to time. TheParticipant hereby acknowledges receipt of a copy of the Plan.     11. *Interpretation*. Any interpretation by the Committee of the terms and conditions of thePlan and this Agreement shall be final. This Agreement shall be governed by and construed under thelaws of the State of Illinois, determined without regard to its conflicts of law rules, except assuch laws are preempted by the laws of the United States. If any provision of this Agreement shallbe held by a court of competent jurisdiction to be invalid or unenforceable, the remainingprovisions hereof shall continue to be fully effective. The jurisdiction and venue for anydisputes arising under, or any action brought to enforce (or otherwise relating to), this Agreementshall be exclusively in the courts in the State of Illinois, County of Cook, including the FederalCourts located therein (should Federal jurisdiction exist).     12. *Sole Agreement*. The Award is in all respects subject to the provisions set forth in thePlan to the same extent and with the same effect as if set forth fully herein. In the event thatthe terms of this Award conflict with the terms of the Plan, the Plan shall control. This Agreementis the entire agreement between the parties to it, and any and all prior oral and writtenrepresentations are merged in this Agreement. This Agreement may be amended only by writtenagreement between the Participant and the Company.     13. *Counterparts*. The parties may execute this Agreement in one or more counterparts, all ofwhich together shall constitute but one Agreement.     In Witness Whereof, the Company and the Participant have duly executed this Agreementas of the day and year first above written.      **Coleman Cable, Inc.**