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Exhibit 10(mm)    
  


AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT  


        This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the 11th day of
December, 2002, between Essex Electric Inc. (the "Company"), a Delaware corporation, and Harold M. Karp (the "Executive"). 


W I T N E S S E T H  


        WHEREAS, the Executive was previously employed as the President of the Electrical Group of Superior
Telecommunications Inc. ("STI") pursuant to an employment agreement between Executive and STI dated as of January 1, 2001 (the "Prior Employment Agreement"); 



        WHEREAS, certain assets relating to the STI Electrical Group have been sold to Alpine Holdco Inc. ("Holdco"), a Delaware
corporation and a newly formed, wholly-owned subsidiary of The Alpine Group, Inc. ("Parent," together with the Company and its affiliated companies, the "Employer") pursuant to the terms of
that Purchase Agreement entered into as of the 31st day of October, 2002 by and among Superior TeleCom Inc. ("Superior"), STI, Essex International Inc., Essex
Group, Inc., Parent and Holdco (the "Transaction"); 


        WHEREAS, pursuant to the Transaction, the Company has (and the Executive acknowledges that the Company has) assumed all obligations under
the Prior Employment Agreement and agreed to perform the Prior Employment Agreement in the same manner and to the same extent that STI would be required to perform it if the Transaction had not
occurred; 


        WHEREAS, the Company and the Executive desire to make certain changes to the Prior Employment Agreement primarily to reflect the
Transaction and to enter into this amended and restated employment agreement, effective as of the closing of the Transaction (the "Effective Date"); and 


        WHEREAS, the parties hereto desire to set forth in writing the terms and conditions of their understandings and agreements. 



        NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 


        1.    POSITION/DUTIES.    


        (a)  During
the Employment Term, the Executive shall serve as President of the Company with such responsibilities, duties and authority as are from time to time assigned to
the Executive by the Chief Executive Officer of the Parent. The Executive's duties shall be performed primarily at the Company's headquarters office as it may exist from time to time, which is
currently located in Fort Wayne, Indiana. In the event that the Company's headquarters are moved, the Executive shall be entitled to relocation benefits pursuant to the Company's then relocation
benefit program. 


        (b)  During
the Employment Term (as hereinafter defined), and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to
devote all or substantially all of his full business time, energy and skill in the performance of his duties for the Company and to perform faithfully and efficiently such duties. During the
Employment Term, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, provided that the Chief Executive Officer
of the Parent first approves of such service and (B) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance with this Agreement and are not directly competitive with the operating businesses of the Employer. 





 



        (c)  Notwithstanding
anything to the contrary in this Section 1, the Executive agrees to serve without additional compensation, if elected or appointed thereto, as a
director of Holdco, the Company and any of their subsidiaries and in one or more executive offices of any of the Parent's or the Company's subsidiaries, provided that the Executive is indemnified for
serving in any and all such capacities. 


        2.    EMPLOYMENT TERM.    The Executive's term of employment under this Agreement (such term of employment is herein
referred to as the "Employment Term") commenced on the Effective Date and shall continue until terminated by either party as provided in Section 7. In no event, however, shall the Employment
Term extend beyond the end of the month in which the Executive's sixty-fifth birthday occurs. 


        3.    BASE SALARY.    During the Employment Term, the Company agrees to pay the Executive a base salary ("Base
Salary") at an annual rate of not less than $250,000 or such higher rate as may from time to time by determined by the board of directors of the Parent (the "Parent Board") or an authorized committee
thereof, payable in substantially equal installments accordance with the normal payroll practices of the Company. The Executive's Base Salary shall be subject to annual review by the Parent Board (or
an authorized committee thereof) and shall be increased as of each anniversary of the Effective Date pursuant to such review by a percentage no less than the percentage increase in the consumer price
index, as published by the Bureau of Labor Statistics of the U.S. Department of Labor, for the calendar year immediately preceding such review. Any increase in Base Salary shall not serve to limit or
reduce any other obligation to the Executive under this Agreement. Base Salary shall not be reduced after any such increase and the term Base Salary as utilized in this Agreement shall refer to Base
Salary as so increased. 


        4.    BONUSES.    



        (a)  ANNUAL BONUSES. During the Employment Term, in addition to the Base Salary, Executive will be eligible to receive an
annual cash bonus, if earned, based upon the achievement of performance goals set by the Company (the "Annual Bonus"). The Annual Bonus will be determined annually at the same time bonuses are
determined for other executives of the Company and will be payable at the same time and the same manner as bonuses are paid to such other executives of the Company. 


        (b)  SIGN-ON BONUS. On or after January 1, 2003 (but in no event later than January 30, 2003),
Holdco shall pay the Executive a one-time lump sum cash payment in the amount of $100,000 (the "Sign-On Bonus"). 



        (c)  RETENTION BONUS. The Company shall pay to the Executive a retention bonus equal to $112,500, subject to the terms and
conditions set forth in this Section 4(c) (the "Retention Bonus"). 



          (i)  The
Retention Bonus shall be payable in two installments. The first installment will be $56,250, payable as soon as practicable following June 30, 2003, provided
that the Executive remains continuously employed through such date. The second installment will be $56,250, payable as soon as practicable following January 15, 2004, provided that the
Executive remains continuously employed through such date. 


        (ii)  In
the event the Executive's employment with the Company is terminated by the Company without Cause (as defined in Section 7(d)) or by the Executive for Good
Reason (as defined in Section 7(e)) prior to the payment of both installments of the Retention Bonus, the Executive will receive any remaining installments of the Retention Bonus as soon as
practicable following the date the installment would have otherwise been paid had his employment not terminated. 


        (iii)  In
the event the Executive's employment with the Company terminates for any reason (other than a termination by the Company without Cause or by the Executive for Good
Reason) 



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prior the payment of any installment of the Retention Bonus, the Executive shall not be entitled to receive any remaining installments of the Retention Bonus. In addition, if the Executive is
terminated for Cause or if the Executive terminates his employment without Good Reason prior to January 15, 2004, the Executive will be required to return to Essex any installment of the
Retention Bonus he has received. Executive shall return any such installment within 10 business days following such termination date. 



        (iv)  The
Retention Bonus payable hereunder is a special incentive payment to the Executive and will not be taken into account in computing the amount of salary or
compensation for purposes of determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus, incentive pension, retirement, insurance or other employee benefit
plan of the Company, unless such plan or agreement expressly provides otherwise. The Retention Bonus is in addition to any amount or benefit payable under any such other agreement or plan unless such
agreement or plan expressly provides otherwise. 




        5.    EMPLOYEE BENEFITS.    



        (a)  WELFARE BENEFITS. During the Employment Term, the Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other
executives of the Company. 


        (b)  INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the Employment Term, the Executive shall be entitled to participate in
all incentive, savings and retirement plans, practices, policies and programs applicable generally to other executives of the Company. 


        (c)  FRINGE BENEFITS. During the Employment Term: 



          (i)  The
Company shall reimburse the Executive for the reasonable expenses incurred by the Executive in undergoing an annual physical examination by a licensed physician. 



        (ii)  The
Company shall reimburse the Executive for the reasonable expenses incurred by the Executive in connection with obtaining professional tax and financial planning
advice, not to exceed $3,000 per annum. 




        (d)  VACATION. During the Employment Term, the Executive shall be entitled to paid vacation of four weeks per calendar year,
any unused portion of which shall be forfeited as of the end of each year. 


        (e)  EXPENSES. During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable
and customary expenses incurred by the Executive in performing services hereunder, including (i) all expenses of travel and living expenses while away from home or business or at the request of
and in the service of the Company and (ii) a monthly automobile cash allowance of $1,000. 


        (f)    DISABILITY OFFSET. Payments made to the Executive pursuant to this Section 5 shall be reduced by the sum of the
amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company or under the Social Security disability insurance program, and which
amounts were not previously applied to reduce any such payments. 


        6.    STOCK OPTIONS.    


        (a)  NEW OPTION GRANT. The Parent shall recommend to the Executive Compensation and Organization Committee of the Parent Board
(the "Committee") that the Committee grant to the Executive an option (the "Option") to purchase 125,000 shares of the Parent's common stock, par value $.10 (the "Common Stock") under the Parent's
1997 Stock Option Plan (Amended and Restated 


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as of August 1, 1999) and as may be in effect from time to time (the "Stock Option Plan") at an exercise price equal to the fair market value (as defined in the Stock Option Plan) of the
Common Stock on the date of grant. The Option shall, to the maximum extent permitted by applicable law, be designated as an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and to the extent not allowable, the Option shall be a non-qualified stock option. 



        (b)  VESTING. The Option shall vest and become exercisable in equal, cumulative annual installments of 331/3%
each, on the first, second and third anniversary of the grant date, provided the Executive is employed by the Employer on each such vesting date. In the event of the Executive's termination of
employment (i) by the Executive other than due to death or Disability (as defined below) or for Good Reason or (ii) by the Company for Cause, the Option, to the extent not theretofore
exercisable, shall lapse and be forfeited. In the event the Executive's employment is terminated for any other reason, including, without limitation, death or Disability or for Good Reason or without
Cause, the Option shall vest and become exercisable in full. 


        (c)  FORM OF OPTION. The Option shall be granted pursuant to and, to the extent not contrary to the terms of this Agreement,
shall be subject to all of the terms and conditions imposed under the Parent's standard stock option agreement and the Stock Option Plan or any other stock option plan sponsored by Parent. 


        (d)  DISCRETIONARY GRANTS. In addition to the Option, at the sole discretion of the Parent Board (or a duly authorized
committee thereof), the Executive shall be eligible for additional annual grants of stock options commencing after December 31, 2003. 



        (e)  ELIGIBILITY FOR DEFERRAL. The Option shall be eligible for deferral by the Executive under the Parent's Deferred Stock
Account Plan in accordance with the terms and provisions of such plan. Deferrals made by the Executive under the Parent's Deferred Cash Account Plan shall not be eligible for a matching contribution
and shall otherwise be subject to the terms and provisions of such plan. 


        (f)    OUTSTANDING STOCK OPTIONS AND RESTRICTED STOCK. Executive hereby acknowledges that the Transaction constitutes a
termination of employment with STI (and its affiliates) and that outstanding stock options or shares of restricted stock granted by Superior and held by the Executive on the date immediately prior to
the Effective Date will be governed by, and subject to, the terms and conditions of the Superior TeleCom Inc. 1996 Stock Incentive Plan (as amended), the applicable award agreement, the
Superior TeleCom Inc. Deferred Stock Account Plan and the Prior Employment Agreement. 


        7.    TERMINATION.    The Executive's employment and the Employment Term shall terminate without any breach of this
Agreement on the first of the following to occur: 


        (a)  DISABILITY. Upon 90 days' written notice by the Company to the Executive of termination due to Disability during
the Employment Term, provided that, within the 90 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of
this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive days (or such shorter period as
will suffice for the Executive to qualify for full disability benefits under the applicable disability insurance policy or policies of the Company) as a result of incapacity due to mental or physical
illness which is determined to be
total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's legal representative. 



        (b)  DEATH. Automatically on the date of death of the Executive during the Employment Term. 


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        (c)  CAUSE. Immediately upon written notice by the Company to the Executive of a termination for Cause during the Employment
Term provided, such notice is given within 90 days of the discovery of the Cause event by the Chief Executive Officer of the Parent. For purposes of this Agreement, "Cause" shall mean: 



          (i)  the
willful and continued failure of the Executive to perform substantially the Executive's duties pursuant to this Agreement (other than any such failure resulting
from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer of the Parent which specifically
identifies the manner in which the Chief Executive Officer of the Parent believes that the Executive has not substantially performed the Executive's duties; or 



        (ii)  the
willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or the Employer. 




        For
purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad
faith or without reasonable belief that the Executive's action or omission was in the best interests of the Employer. Any act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the board of directors of the Company (the "Company Board") or the Parent Board or upon the instructions of the Chief Executive Officer of the Parent or based upon the advice of
counsel for the Parent shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Employer. 


        (d)  WITHOUT CAUSE. Upon 60 days' written notice by the Company to the Executive of an involuntary termination without
Cause during the Employment Term. 


        (e)  GOOD REASON. Upon written notice by the Executive to the Company of a termination for Good Reason during the Employment
Term provided, such notice is given within 90 days of the Executive's discovery of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean: 



          (i)  the
assignment to the Executive of any duties materially inconsistent with the Executive's position (including status, titles and reporting requirements), authority,
duties or responsibilities as contemplated by Section 1(a) of this Agreement, or any other action by the Company which results in a material diminution in such position, authority, duties or
responsibilities, excluding for this purpose isolated and inadvertent action(s) not taken in bad faith and remedied by the Company promptly after receipt of notice thereof given by the Executive; 


        (ii)  any
material failure by the Company to comply with any of the material provisions of this Agreement, other than isolated and inadvertent failure(s) not occurring in bad
faith and remedied by the Company promptly after receipt of notice thereof given by the Executive; 


        (iii)  any
termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; 


        (iv)  any
failure by the Company to comply with and satisfy Section 15(a) of this Agreement; or 


        (v)  during
any Transition Period (as defined in Section 8(a)), any failure of the Company to provide the Executive with an office or offices of a size and with
furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company at any time during
the 120-day period immediately preceding the Change of Control or, if more favorable to the Executive, those provided generally at any time after the Change of Control to any other
executive of the Company. 



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        (f)    WITHOUT GOOD REASON. Upon 120 days' written notice by the Executive to the Company of the Executive's voluntary
termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date). 


        (g)  NOTICE OF TERMINATION. Any termination of the Executive's employment by the Company or by the Executive (other than
termination by reason of the Executive's death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 16 hereof. For purposes of this
Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon (ii) other than in connection with a
termination pursuant to Section 7(d), to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the date of termination is other than the date of receipt of such notice, specifies the termination date. The good faith failure by the
Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the
Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. If
within 30 days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the date of
termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding and final arbitration award or by a final judgment, order or
decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). 


        8.    COMPENSATION UPON TERMINATION.    


        (a)  COMPENSATION UPON TERMINATION FOR DISABILITY. If the Executive's employment by the Company is terminated by reason of the
Executive's Disability during the Employment Term, the Company shall pay or provide the Executive the sum of (i) the Executive's Base Salary through the date of termination to the extent not
theretofore paid, (ii) the product of (x) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, for the most recently completed
fiscal year, if any (the "Annual Bonus Amount"), multiplied by (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the
denominator of which is 365, (iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to
the extent not theretofore paid and (iv) reimbursement for any unreimbursed expenses incurred through the date of termination (the sum of the amounts described in clauses (i), (ii),
(iii) and (iv)) shall be referred to in this Agreement as the "Accrued Obligations"). The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the
date of termination. 


        In
addition, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive's legal representatives any other amounts or benefits required to be
paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company (such other amounts and benefits shall be referred to
in this Agreement as the "Other Benefits"). Notwithstanding the foregoing, if the Executive's employment by the Company is terminated by reason of the Executive's Disability during the period
commencing six months prior to a Change of Control and ending on the third anniversary of a Change of Control (the "Transition Period"), the term "Other Benefits" shall include, and the Executive
shall be entitled after the date of termination to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company to disabled executives and/or
their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other executives and their families at any time
during the 120-day period immediately preceding the Change of Control or, if more favorable to the Executive and/or the Executive's family, 


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as in effect at any time thereafter generally with respect to any other executive of the Company and their families. 


        Notwithstanding
the foregoing, the Company shall maintain, at the Company's sole expense, in full force and effect, for the continued benefit of the Executive for 12 months
following the date of termination, all employee welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date of termination provided that the
Executive's continued participation is possible under the general terms and provisions of such plans and programs ("Continued Welfare Benefits"). In the event that the Executive's participation in any
such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under
such plans and programs from which his continued participation is barred. 


        (b)  COMPENSATION UPON TERMINATION FOR DEATH. If the Executive's employment by the Company is terminated by reason of the
Executive's death during the Employment Term, the Company shall (i) pay the Accrued Obligations and an amount equal to the sum of the Executive's Base Salary in effect immediately prior to
termination and the Annual Bonus Amount to the Executive's legal representatives, in a lump sum in cash within 30 days of the date of termination; and (ii) timely pay or provide the
Other Benefits; and (iii) timely pay or provide the Continued Welfare Benefits for twelve months following the date of termination. Notwithstanding the foregoing, if the Executive's employment
by the Company is terminated by reason of the Executive's death during the Transition Period, the term Other Benefits shall include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company to the estates and beneficiaries of other executives of the Company under such plans,
programs, practices and policies relating to death benefits, if any, as in effect with respect to the most senior executives and their beneficiaries at any time during the 120-day period
immediately preceding the Change of Control or, if more favorable to the Executive's estate and/or the Executive's beneficiaries, as in effect on the date of the Executive's death with respect to any
other executive of the Company and their beneficiaries. 


        (c)  COMPENSATION UPON TERMINATION FOR CAUSE. If the Executive's employment is terminated for Cause during the Employment
Term, this Agreement shall terminate without further obligation to the Executive, except that the Company shall pay or provide the Executive the sum of (i) the Executive's Base Salary through
the date of termination, (ii) the amount of any compensation previously deferred by the Executive and (iii) Other Benefits, in each case to the extent theretofore unpaid. 



        (d)  COMPENSATION UPON TERMINATION WITHOUT GOOD REASON. If the Executive's employment is terminated by the Executive without
Good Reason during the Employment Term, this Agreement shall terminate without further obligation to the Executive, except that the Company shall (i) pay the Accrued Obligations (other than the
amount described in Section 8(a)(ii)) to the Executive in a lump sum in cash within 30 days of the date of termination; and (ii) timely pay or provide the Other Benefits. 


        (e)  COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive's employment by the Company is
terminated by the Company other than for Cause in accordance with Section 7(d) hereof or by the Executive for Good Reason in accordance with
Section 7(e) hereof (i) the Company shall pay to the Executive a lump sum in cash within 30 days of the date of termination in an amount equal to (x) the sum of
(1) the Base Salary in effect immediately prior to termination and (2) the greater of the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but
deferred, for the most recently completed fiscal year (if any) plus (y) the Accrued Obligations; and (ii) the Company shall timely pay or provide the Other Benefits. In addition, the
Executive shall be entitled to relocation benefits pursuant to the Company's then 


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relocation benefit program for any relocation from any office or location as provided in Section 1(a) to any metropolitan area. 


        Subject
to the conditions specified in this paragraph, if the Executive's employment by the Company is terminated by the Company other than for Cause in accordance with
Section 7(d) hereof or by the Executive for Good Reason in accordance with Section 7(e) hereof and the Executive decides to relocate away from Fort Wayne, Indiana, the Company shall also
reimburse the Executive for the difference between the sale price of the home and the original purchase price of the Executive's home at 12019 Crossway Drive, Fort Wayne, Indiana; provided, however,
that if the original purchase price is greater than the Appraised Value (as defined below) of such residence, the Company shall reimburse the Executive for the difference between the sale price of the
home and the Appraised Value. The Executive shall use his best efforts to sell such residence for a price equal to the greater of the original purchase price or the Appraised Value (the "Greatest
Value"). If, notwithstanding such efforts, the Executive concludes in good faith that any offer therefor that is less than the Greatest Value is a reasonable offer, he may accept such offer, provided
that if the Greatest Value is $500,000 or less, such offer equals at least 85% of the Greatest Value and if the Greatest Value is more than $500,000, such offer equals at least 95% of the Greatest
Value. For purposes of this Agreement, the "Appraised Value" shall be the average of the appraised values determined by two independent real estate appraisal companies selected by the Company. All
expenses of the appraisers shall be paid by the Company. 


        (f)    COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON FOLLOWING A CHANGE OF CONTROL, ETC. If the Executive's
employment by the Company is terminated by the Company without Cause or by Executive for Good Reason at any time during the Transition Period (as defined in Section 8(a)) relating to a Change
of Control, then the Company shall pay or provide the Executive with the following payments and benefits as soon as practical following the later of the date of the Executive's termination or the date
of the Change of Control, but in no event later than 30 days following the Change of Control (except as specifically otherwise provided herein): 



          (i)  the
Company shall pay to the Executive in a lump sum in cash within 30 days after the date of termination the aggregate of the following amounts: 



        (A)  Accrued
Obligations; 


        (B)  a
lump sum cash payment equal to three times the sum of (x) Executive's Base Salary in effect immediately prior to termination and (y) the highest Annual
Bonus paid or payable to the Executive during the three full fiscal years prior to the Change of Control but in no event less than 45% of the Executive's Base Salary in effect for fiscal year 2001;
and 


        (C)  an
amount equal to the excess of (x) the actuarial equivalent of the benefit under the Employer's defined benefit retirement plans, including any excess or
supplemental retirement plan in which the Executive participates (together, the "Retirement Plans") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the
Retirement Plans immediately prior to the Change of Control), which the Executive would receive if the Executive's employment continued for three years after the date of termination (including any
additional years of service that would have been credited pursuant to the last sentence Section 5(b)) assuming for this purpose that all accrued benefits are fully vested, and, assuming that
the Executive's compensation in each of the three years is that required by Sections 3 and 4, reduced by (y) the actuarial equivalent of the Executive's actual benefit (paid or payable), if
any, under the Retirement Plans as of the date of termination. 




        (ii)  for
three years after the Executive's date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy,
the Company shall 



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continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies
described in Section 5(a) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with
respect to any other executive of the Company and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare
benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of
eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the
Executive shall be considered to have remained employed until three years after the date of termination and to have retired on the last day of such period; 



        (iii)  the
Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive
in his sole discretion, and which shall include the provision of reasonable office space and secretarial assistance for the Executive, up to a maximum of $30,000; 


        (iv)  timely
pay or provide the Other Benefits; 


        (v)  the
Parent shall cause all stock options to purchase shares of Common Stock (including, without limitation, the Option) and restricted shares of Common Stock held by or
for the benefit of the
Executive to become immediately fully vested and/or exercisable upon the occurrence of a Change of Control; 



        (vi)  notwithstanding
anything to the contrary in subparagraph (ii) above, for three years after the Executive's date of termination, Executive shall be entitled,
consistent with past practice, to receive a monthly automobile cash allowance of $1,000; and 


      (vii)  the
Executive shall be entitled to relocation benefits pursuant to the Company's then relocation benefit program for any relocation from any office or location as
provided in Section 1(a) to another metropolitan area. 




        9.    EXCISE TAX.    In the event that the Executive becomes entitled to payments and/or benefits which would
constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code, the provisions of Exhibit B shall apply. 


        10.    STOCK OPTIONS AND COMPANY STOCK.    


        (a)  In
the event of the Executive's death, whether his death occurs during or after the Employment Term, all unexercised and exercisable stock options to purchase shares of
Common Stock (including, without limitation, the Option) will be assigned to his estate. 



        (b)  In
the event of the termination of the employment of the Executive for any reason, all unexercised and exercisable stock options (including, without limitation, the
Option) must be exercised by him, or his estate (or heir(s)) as the case may be, before the second anniversary of the termination of his employment, but in no event after the tenth anniversary of the
date of grant thereof, and any such stock options not exercised by that date will lapse immediately thereafter. 


        (c)  In
the event of any change in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend, or other increase or decrease in such shares, then appropriate adjustments in the terms of any unexercised stock options shall be made by the Stock Option Committee of the
Parent Board. 


        11.    NON-EXCLUSIVITY OF RIGHTS.    Nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or practice provided by the 


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Company and for which the Executive may qualify, nor, subject to Section 20, shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or
agreement with the Company. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with
the Company at or subsequent to the date of termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this
Agreement. 


        12.    LEGAL FEES.    Following any termination of the Executive's employment that gives rise to a right to payments
and benefits under Section 8(f) or, during the Transition Period, Sections 8(a) or 8(b), the Company shall pay as incurred, to the full extent permitted by law, all legal fees and expenses
which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability
under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus
in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. 


        13.    NONCOMPETITION AND CONFIDENTIALITY.    



        (a)  So
long as the Executive is employed by the Company under this Agreement and for the one (1) year period following the Executive's termination of employment for
any reason (the "Restricted Period), the Executive shall not, directly or indirectly, without the prior written consent of the Parent, enter into Competition with the Employer. "Competition" shall
mean participating, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any capacity whatsoever
in a business in competition with and in the same geographic area as any business conducted by the Employer, with regard to which the Executive had responsibilities or had access to confidential
information, while employed by the Company. 


        (b)  During
the Employment Term and thereafter, the Executive shall hold in a fiduciary capacity for the benefit of the Employer all secret or confidential information,
knowledge or data relating to the Employer, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company and which shall not be or
become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the
Executive shall not, without the prior written consent of the Parent or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone
other than the Employer and those designated by it. In no event shall an asserted violation of the provisions of this Section 13 constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under Section 8(f) or, during the Transition Period, Sections 8(a) or 8(b) of this Agreement. 


        (c)  During
the Restricted Period, the Executive will not, directly or indirectly, influence or attempt to influence customers or suppliers of the Employer to divert their
business to any competitor of the Employer. 


        (d)  The
Executive recognizes that he possesses and will possess confidential information about other employees of the Employer relating to their education, experience,
skills, abilities, compensation and benefits, and inter-personal relationships with customers of the Employer. The Executive recognizes that the information he possesses and will possess about these
other employees is not generally known, is of substantial value to the Employer in developing its business and in securing and retaining customers, and has been and will be acquired by him because of
his business position with the Employer. The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, solicit or recruit any non-administrative or
non-clerical employee of the Employer for the purpose of being employed by the Executive or by any competitor of the Employer on whose behalf the Executive 


10





 




is acting as an agent, representative or employee and that the Executive will not convey any such confidential information or trade secrets about other employees of the Employer to any other person. 


        (e)  It
is further expressly agreed that the Employer will or would suffer irreparable injury if the Executive were to violate the provisions of this Section 12 and
that the Employer would by reason of such violation be entitled to injunctive relief in a court of appropriate jurisdiction, and the Executive further consents and stipulates to the entry of such
injunctive relief in such a court prohibiting the Executive from competing with the Employer in violation of this Agreement. 


        (f)    The
obligations contained in this Section 13 shall survive the termination or expiration of the Executive's employment with the Company and shall be fully
enforceable thereafter. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 13 is excessive in duration or scope or extends for too long a
period of time or over too great a range of activities or in too broad a geographic area or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such
restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state. 



        14.    FULL SETTLEMENT.    The Company's obligation to make the payments provided for in this Agreement and otherwise
to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement. Unless the Executive's termination of employment gives rise to a right to payments and benefits described in Section 8(f) or, during the Transition Period,
Sections 8(a) or 8(b), if the Executive secures other employment, any benefits the Company is required to provide to the Executive following termination of the Executive's employment shall be
secondary to those provided by another employer (if any). However, if the Executive's employment is terminated such that the Executive has a right to payments and benefits under Section 8(f)
or, during the Transition Period, Sections 8(a) or 8(b), such amounts shall not be reduced whether or not the Executive obtains other employment. 


        15.    SUCCESSORS; BINDING AGREEMENT.    



        (a)  The
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be
a breach of the Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment
for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in the Agreement,
Company shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 15 or
which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. 


        (b)  This
Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devises and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all
such amounts unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devise, legatee, or other designee or, if there be no such designee, to
the Executive's estate. 


11





 



        16.    NOTICE.    For the purposes of this Agreement, notices, demands and all other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed as follows: 



If
to the Executive: 


At
the address shown on the records of the Company 


If
to the Company: 


Essex
Electric Inc.

c/o The Alpine Group, Inc.

One Meadowlands Plaza

Suite 200

East Rutherford, NJ 07073

Attention: Chairman and Chief Executive Officer of The Alpine Group, Inc. 



With
a copy to: 


The
Alpine Group, Inc.

One Meadowlands Plaza

Suite 200

East Rutherford, NJ 07073

Attention: Corporate Secretary of The Alpine Group, Inc. 




        or
to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 


        17.    MISCELLANEOUS.    No provisions of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by the Executive and such officer of the Company as may be specifically designated by the Company Board. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of New
York without regard to its conflicts of law principles. 


        18.    VALIDITY.    The invalidity or unenforceability of any provision or provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 


        19.    COUNTERPARTS.    This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same instrument. 



        20.    ENTIRE AGREEMENT.    This Agreement together with all exhibits and attachments hereto sets forth the entire
agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties,
whether oral or written, by any officer, employee or representative of any party hereto (including, without limitation, the Prior Employment Agreement; and any prior agreement of the
parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled, provided, however, that this Agreement should not supersede any existing benefit or 


12





 




agreement which provides such benefit, including, without limitation, life or disability insurance agreements and retirement plans currently in effect. 


        21.    INDEMNIFICATION.    The Company hereby covenants and agrees to indemnify the Executive and hold him harmless to
the fullest extent permitted by law and under the By-laws of the Company against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses
(including reasonable attorneys' fees), losses, and damages resulting from the Executive's good faith performance of his duties and obligations hereunder. The Company, within 10 days of
presentation of invoices, shall advance to the Executive reimbursement of all legal fees and disbursements incurred by the Executive in connection with any potentially indemnifiable matter. The
Company will cover the Executive under directors' and officers' liability insurance both during and, while potential liability exists (for such reasonable period taking into account the applicable
statute of limitations but in no event for less than six years), after the Executive's termination of employment in the same amount and to the same extent as the Company covers its other officers and
directors. 


        22.    WITHHOLDING TAXES.    The Company may withhold from any and all amounts payable under this Agreement such
Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. 


        23.    RELEASE OF PRIOR EMPLOYMENT AGREEMENT    . Executive hereby agrees and acknowledges that the payments and
benefits set forth in this Agreement represent adequate consideration for the cancellation of the Prior Employment Agreement. Executive hereby fully and unconditionally releases and discharges all
claims and causes of action which Executive or his heirs, personal representatives, or assigns ever had, now have, or hereafter may have against the Employer and related parties (including any
predecessors or successors) and when acting as such, their respective officers, directors, employees, counsel, agents, and stockholders, (in each case, past, present, or as they may exist at any time
after this date) under the Prior Employment Agreement or as a result of the amendment and restatement of the Prior Employment Agreement. 


        24.    REPRESENTATION.    The Executive represents and warrants to the Company that he has the legal right to enter
into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or
oral, which could prevent him form entering into this Agreement or performing all of his obligations hereunder. 


        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. 



	 	 	ESSEX ELECTRIC INC.
	

 	
 	
By:	
 	

/s/  STEVEN S. ELBAUM      
	 	 	Title:	 	Chief Executive Officer
	
 	
 	

ALPINE HOLDCO INC.
 (only for purposes of acknowledging its obligation to pay the Sign-On Bonus pursuant to Section 4(b) hereof)
	

 	
 	

By:	
 	

/s/  STEVEN S. ELBAUM      
	 	 	Title:	 	Chief Executive Officer
	

 	
 	
HAROLD M. KARP
	

 	
 	
By:	
 	

/s/  HAROLD M. KARP      




13







 
 

EXHIBIT A    
  


CHANGE OF CONTROL  


        For purposes of this Agreement, a "Change of Control" shall mean the occurrence of any of the following: (i) the sale of all or substantially all of the
assets of the Company to an unrelated entity; (ii) the sale of all of the outstanding voting securities of an entity holding all or substantially all of the assets of the Company to an
unrelated entity; or (iii) the merger or consolidation of the Company into an unrelated entity; provided, however, that no Change of Control shall be deemed to occur if the Executive continues
to be chiefly responsible for the Company's assets and business immediately prior to the occurrence of an event that, but for this proviso, would otherwise constitute a Change of Control. 



        For
purposes of this Exhibit A, an unrelated entity is an entity (i) with respect to which 35% or more of such entity is not owned, directly or indirectly, by Steven S.
Elbaum, Holdco, the Company, the Parent, any of their majority-owned subsidiaries or the holders of the outstanding voting securities of the Parent immediately prior to the time of the determination
of whether there has occurred a Change of Control; or (ii) which is not an employee benefit plan (or related trust) of the Company, Holdco, the Parent or any of their majority-owned
subsidiaries. 









 
 

EXHIBIT B    
  


GOLDEN PARACHUTE PROVISIONS  



        (a)  Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment
or
distribution by the Employer to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined
without regard to any additional payments required under this Exhibit B) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties
are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the
Executive shall be entitled to receive an additional payment from the Company (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, if it shall be
determined that the Executive is entitled to a Gross-Up Payment, but that the Payments do not exceed 110% of the greatest amount (the "Reduced Amount") that could be paid to the Executive
such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the
Reduced Amount. 


        (b)  Subject
to the provisions of paragraph (c), all determinations required to be made under this Exhibit B, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Arthur Andersen LLP or such other
certified public accounting firm as may be designated by the Executive (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15
business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting the Change of Control or other change of ownership as defined under Section 280G of the Code, the Executive shall appoint
another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of
the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Exhibit B, shall be paid by the Company to the Executive within five
days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Employer and the Executive. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which
will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies
pursuant to paragraph (c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and
any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. 


        (c)  The
Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the
Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 10 business days after the Executive is informed in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following
the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If 





 




the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: 



          (i)  give
the Company any information reasonably requested by the Company relating to such claim, 


        (ii)  take
such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably selected by the Company, 


        (iii)  cooperate
with the Company in good faith in order effectively to contest such claim, and 


        (iv)  permit
the Company to participate in any proceedings relating to such claim; 




        provided,
however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall
indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph (c), the Company shall
control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an
interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to
payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control
of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be,
any other issue raised by the Internal Revenue Service or any other taxing authority. 


        (d)  If,
after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph (c), the Executive becomes entitled to receive any refund with
respect to such claim, the Executive shall (subject to the Company's complying with the requirements of paragraph (c)) promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph (c), a determination is made
that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid. 


B-2









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Exhibit 10(mm)



EXHIBIT A


EXHIBIT B