Exhibit
10.1


SUPERIOR
ESSEX INC.


PERFORMANCE-CONTINGENT SHARE AWARD CERTIFICATE


Non-transferable


 


G R A N T  
T O


 


                                                            

(“Grantee”)


by
Superior Essex Inc. (the “Company”) of the right (“Performance Shares”) to
receive shares of the Company’s $.01 par value common stock (“Shares”),
pursuant to and subject to the provisions of the Superior Essex Inc. 2005
Incentive Plan (the “Omnibus Plan”) and to the terms and conditions set forth
on the following pages of this award certificate (this “Certificate”).


The
target number of Shares subject to this award is                              
(the “Target Award”).  Depending on the
Company’s level of attainment of the performance targets set forth in Exhibit
A for the period beginning January 1, 2007 and ending December 31, 2009
(the “Performance Period”), Grantee may earn up to 200% of the Target Award, as
set forth in greater detail in Exhibit A, subject to availability of
shares under the Omnibus Plan and in reliance on Compensation Committee
Resolution 07-14 which reserves the maximum number of shares for this Award
upon shareowner approval of amendments to the Omnibus Plan at the 2007 annual
meeting of shareowners.


By
accepting this award, Grantee shall be deemed to have agreed to the terms and
conditions of this Certificate and the Plan.


IN
WITNESS WHEREOF, Superior Essex Inc., acting by and through its duly authorized
officers, has caused this Certificate to be executed as of the Grant Date.


 


	
  SUPERIOR
  ESSEX INC. 

  	
   

  	
  Grant Date: 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  Accepted by Grantee:

  	
   

  
	
  Its: Authorized Officer

  	
   

  	
   

  	
   

  



 













 


TERMS AND CONDITIONS


1.     Defined Terms.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Plan.  In addition, certain terms are
defined in Exhibit A.


2.     Vesting and Settlement of Performance
Shares.  The Performance Shares have
been credited to a bookkeeping account on behalf of Grantee.  The Performance Shares will vest and will be
converted to actual Shares of Stock (one Share per vested Performance Share) on
the dates and to the extent set forth in Exhibit A.


If
Grantee’s employment terminates prior to the end of the Performance Period for
any reason other than as set forth in Exhibit A, Grantee shall forfeit all
right, title and interest in and to the Performance Shares as of the date of
such termination.  In addition, Grantee
shall have no rights to any Performance Shares that fail to vest in accordance
with the terms of this Certificate.


Vested
Performance Shares will be registered on the books of the Company in Grantee’s
name on the earlier of March 15, 2010 (the “Scheduled Pay-Out Date”) or the
date of the occurrence of a Change in Control (a “Pay-Out Date”), and will be
delivered to Grantee as soon as practical thereafter, in certificated or
uncertificated form, as Grantee shall direct.


3.     Determination of Performance.  The Committee shall, as soon as practicable
after the end of the Performance Period certify the Company’s performance
against the Performance Objectives, but in no event later than (i) March 15,
2010 or (ii) the date of filing of the Company’s Annual Report on Form 10-K for
2009.  If for any reason the Committee
shall not have certified the Company’s performance against the Performance
Objectives by March 15, 2010, the conversion date for vested Performance Shares
and the Pay-Out Date shall be delayed, in the discretion of the Committee, for
such period as may be required to avoid liability under Code Section 409A, but
shall in no event extend beyond December 31, 2010.


4.     No Dividend Equivalents.  Prior to a Pay-Out Date, Grantee shall have
no rights to cash dividends or other cash distributions paid with respect to
Performance Shares.


5.     Limitation of Rights.  This Certificate does not confer to Grantee
or Grantee’s Beneficiary, executors or administrators any rights of a
stockholder of the Company unless and until Shares of Stock are in fact
registered in such person’s name on the Pay-Out Date.  Prior to the Pay-Out Date, no right or
interest of Grantee in Performance Shares may be pledged, encumbered, or
hypothecated or be made subject to any lien, obligation, or liability of
Grantee to any other party other than the Company or an Affiliate.  Prior to the Pay-Out Date, Performance Shares
may not be sold, assigned, transferred or otherwise disposed of by Grantee
other than by will or the laws of descent and distribution.


Nothing
in this Certificate shall interfere with or limit in any way the right of the
Company or any Affiliate to terminate Grantee’s employment at any time, nor
confer upon Grantee any right to continue in employment of the Company or any
Affiliate.


6.     Payment of Taxes.  Grantee will, no later than the date as of
which any amount related to the Performance Shares first becomes includable in
Grantee’s gross income for federal income tax purposes, pay to the Company, or
make other arrangements satisfactory to the Company regarding payment of, any
federal, state and local taxes of any kind required by law to be withheld with
respect to such amount.  The Committee
hereby approves Grantee’s surrender to the Company of a number of Shares earned
under this award (or the withholding of such Shares) as necessary to pay the
minimum applicable withholding tax obligation, and Grantee hereby consents to
such method of tax withholding if requested by the Company.  The obligations of the Company under this
Certificate will be conditional on such payment or arrangements, and the
Company, and, where applicable, its Affiliates will, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to Grantee.


7.     Restrictions on Issuance of Shares.  If at any time the Committee shall determine,
in its discretion, that registration, listing or qualification of the Shares of
Stock underlying the Performance Shares upon any securities exchange or similar
self-regulatory organization or under any federal or state securities law, or
the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition to the settlement of the Performance Shares, the
Performance Shares will not be converted to Shares in whole or in part unless
and until such registration, listing, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Committee.



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8.     Change in Capital Structure.  In the event of a corporate event or
transaction involving the Company (including, without limitation, any stock
dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or
exchange of shares), the Committee may adjust this award to preserve the
benefits or potential benefits of this award. Without limiting the foregoing,
in the event of a subdivision of the outstanding Stock (stock-split), a
declaration of a dividend payable in Stock, a combination or consolidation of
the outstanding Stock into a lesser number of shares, or any other
nonreciprocal equity restructuring (within the meaning of FAS 123R), the
Performance Shares then subject to this Certificate shall automatically be
adjusted proportionately to prevent the dilution or enlargement of rights
hereunder.


9.
Provisions of Plan Control. This
Certificate is subject to all the terms, conditions and provisions of the Plan
and to such rules, regulations and interpretations relating to the Plan as may
be adopted by the Committee and as may be in effect from time to time. The Plan
and applicable provisions of the Employment Agreement or Change of
Control Agreement between Grantee and Executive in effect as of the Grant Date,
as amended, the “Grantee Agreement”),
if any, are incorporated herein by reference. If and to the extent that this
Certificate conflicts or is inconsistent with the terms, conditions and
provisions of the Plan or such Grantee Agreement, if any, the Plan and such
Grantee Agreement shall control, and this Certificate shall be deemed to be
modified accordingly, provided that to the extent the Plan provides the
Committee with discretion to determine the terms of the award, the exercise of
such discretion shall not be considered to be inconsistent with the terms of
the Plan.


10. Notices. Notices and communications under
this Certificate must be in writing and either personally delivered or sent by
registered or certified United States mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to Superior Essex Inc., 150
Interstate North Parkway, Atlanta, Georgia 30339; Attention: Corporate
Secretary, or any other address designated by the Company with notice to
Grantee. Notices to Grantee will be directed to the address of Grantee then
currently on file with the Company, or at any other address given by Grantee in
a written notice to the Company.



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EXHIBIT A


Performance Objectives


	
  Return on Net Assets (RONA) 

  	
   

  	
  60%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RONA%

  {3 Year Weighted Average}

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  %
  Payout**

  	
   

  	
  20

  	
  %

  	
  60

  	
  %

  	
  70

  	
  %

  	
  80

  	
  %

  	
  90

  	
  %

  	
  100

  	
  %

  	
  110

  	
  %

  	
  120

  	
  %

  	
  130

  	
  %

  	
  140

  	
  %

  	
  150

  	
  %

  	
  160

  	
  %

  	
  170

  	
  %

  	
  180

  	
  %

  	
  190

  	
  %

  	
  200

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  2009 Pro Forma Revenues (PFR)

  	
  25%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PFR ($B)

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  %
  Payout**

  	
   

  	
  20

  	
  %

  	
  60

  	
  %

  	
  70

  	
  %

  	
  80

  	
  %

  	
  90

  	
  %

  	
  100

  	
  %

  	
  110

  	
  %

  	
  120

  	
  %

  	
  130

  	
  %

  	
  140

  	
  %

  	
  150

  	
  %

  	
  160

  	
  %

  	
  170

  	
  %

  	
  180

  	
  %

  	
  190

  	
  %

  	
  200

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Adjusted EBITDA Margin (EM)

  	
  15%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EM%

  {3 Year Weighted Average}

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
  %
  Payout**

  	
   

  	
  20

  	
  %

  	
  60

  	
  %

  	
  70

  	
  %

  	
  80

  	
  %

  	
  90

  	
  %

  	
  100

  	
  %

  	
  110

  	
  %

  	
  120

  	
  %

  	
  130

  	
  %

  	
  140

  	
  %

  	
  150

  	
  %

  	
  160

  	
  %

  	
  170

  	
  %

  	
  180

  	
  %

  	
  190

  	
  %

  	
  200

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







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


**             Note:
Denotes Performance Shares earned as a percentage of Target Award. When
performance falls between two points, linear interpolation shall occur.


Definitions


Adjusted
EBITDA.  A non-GAAP financial measure for the Company
or a Business Unit for a given year, as reflected in the Company’s year-end
earnings release, or if Adjusted EBITDA is no longer reported, EBITDA.  Adjusted EBITDA is generally operating
income, increased by other income (exclusive of interest income) and reduced by
other expense and further adjusted as follows, without duplication and only to
the extent such item is included as a component of operating income:


(1)          increased by depreciation and amortization,


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


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


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


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


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


Adjusted EBITDA Margin.  The
quotient obtained by dividing (A) the sum of (i) Adjusted EBITDA for 2007
divided by Core Business Revenues for 2007, plus (ii) two times Adjusted EBITDA for 2008 divided by Core Business
Revenues for 2008, plus (iii) three times Adjusted EBITDA for 2009 divided by
Core Business Revenues for 2009, by (B) six.


Adjusted Operating Income. 
Consolidated Company operating income, a GAAP financial measure for a
given period, as reflected in the applicable Company 



 4
 









earnings release, adjusted without
duplication by charges that are considered to be non-recurring or special
items.


Average
Annual RONA.  The quotient obtained by dividing (A) the sum
of (i) RONA for 2007, plus (ii) two times RONA for 2008, plus (iii) three times
RONA for 2009, by (B) six.


Average Net Assets.  The
average of total assets of the Company (on a consolidated basis) during a
fiscal year, less: (i) cash, (ii) current liabilities other than debt, and
(iii) intangible assets, as reflected on the Company’s balance sheet on
December 31 immediately prior to such fiscal year and on the last day of each
fiscal quarter in such fiscal year. Average Net Assets shall not be adjusted
based on the cost of copper.


Core Business Revenues. 
Revenues of the Company’s businesses during a Plan Year, other than the
copper rod segment, as reflected in the applicable earnings release, with the
copper component of revenues adjusted to $3.00 per pound COMEX value.


Plan Year. 
Individually, a fiscal year ended December 31, 2007, 2008 and 2009 and
collectively, all such fiscal years.


Pro Forma 2009 Revenues.  Core
Business Revenues for Plan Year 2009, increased to reflect historic pro forma
annual revenues of any Acquisition that occurs during 2009 to the extent not
otherwise reflected in Core Business Revenues.


Return on Net Assets (RONA). 
Adjusted Operating Income for the applicable fiscal year, divided by
Average Net Assets for such fiscal year.


Acquisition.  An acquisition (or combination of
acquisitions) of a business, including a line of products.


Disposition.  The disposition of businesses,
product lines or interests.


Effect of Acquisition or Disposition.  If prior to December 31, 2009, the Company
engages in a Disposition or Acquisition, the following shall occur (the “Automatic
Adjustments”):


·                  In
the case of a Disposition, each of the Core Business Revenue, RONA, Adjusted
Operating Income and Average Net Assets Financial Objectives shall be adjusted,
effective as of the date of the Disposition, by eliminating from the original
Financial Objectives the plan business results and net assets relating to the
disposed business or assets for the remainder of the Performance Period.


·                  In
the case of an Acquisition that would result in a reduction in the Company’s
RONA or Adjusted EBITDA Margin for the remainder of the Performance Period, the
Performance Objectives shall be reduced, effective as of the date of the
Acquisition, for the effect of such Acquisition for the remainder of the
Performance Period.


Notwithstanding
the Automatic Adjustments, if an Acquisition or Disposition occurs, the
Committee may, in its sole discretion, increase the RONA, Adjusted EBITDA
Margin and/or Core Business Revenue Performance Objectives as so
adjusted to increase the difficulty in attaining such Performance
Objectives, or reduce the percentage pay-out, as a result of such Acquisition
or Disposition.


Committee
Discretion.  The Committee retains the sole discretion to
reduce the pay-out hereunder after the financial results are finalized if the
formula would result in pay-outs to Grantee that the Committee deems to be
disproportionate to Company performance or other extraordinary
circumstances merit a reduction in the amounts earned.


Vesting of Performance Shares.  The Performance Shares will
vest and will be converted to actual Shares of Stock (one Share per vested
Performance Share) on the dates and to the extent set forth below:


(a)                      On the Scheduled Pay-Out Date, as to the
number of Shares earned as provided under “Performance Objectives” above (the “Performance
Objectives”) as of the end of the Performance Period.



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(b)                     On the date of a Change in Control, if any,
that occurs on or prior to the Scheduled Pay-Out Date, as to the number of
Shares determined by the Committee between the Target Award and the maximum
award, subject to the provisions of the Grantee Agreement.


(c)                      On the Scheduled Pay-Out Date, if Grantee’s
employment is terminated due to death, Disability, Retirement, Grantee’s
resignation for “Good Reason” (as defined in the Grantee Agreement) or
termination by the Company without Cause (as defined in the Grantee Agreement)
prior to the end of the Performance Period, as to the number of Shares that
would have been earned if Grantee had remained employed through the end of the
Performance Period, multiplied by a fraction, the numerator of which is the
number of days lapsed since January 1, 2007 and the date of such event, and the
denominator of which is the number of days in the Performance Period.



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