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EXHIBIT 10.3




BELDEN INC.




LONG-TERM INCENTIVE PLAN




1. Purpose



The purpose of the Long-Term Incentive Plan of Belden Inc. (the “Plan”) is to promote the long-term
financial interests of Belden Inc. (the “Company”), including its growth and performance, by
encouraging employees of the Company and its subsidiaries to acquire an ownership position in the
Company, enhancing the ability of the Company to attract and retain employees of outstanding
ability, and providing employees with an interest in the Company parallel to that of the Company’
stockholders.




2. Definitions




     2.1 “Administrative Policies” means the administrative policies and procedures adopted and
amended from time to time by the Committee to administer the Plan.



     2.2 “Award” means any form of stock option, stock appreciation right, restricted stock award,
or performance share granted under the Plan, whether singly, in combination, or in tandem, to a
Participant by the Committee pursuant to such terms, conditions, restrictions and limitations, if
any, as the Committee may establish by the Award Agreement or otherwise.



     2.3 “Award Agreement” means a written agreement with respect to an Award between the Company
and a Participant establishing the terms, conditions, restrictions and limitations applicable to an
Award. To the extent an Award Agreement is inconsistent with the terms of the Plan, the Plan shall
govern the rights of the Participant thereunder.



     2.4 “Board shall mean the Board of Directors of the Company.



     2.5 “Change of Control” means a change in control of the Company of a nature that would be
required to be reported (assuming such event has not been “previously reported”) in response to
Item 6(e) of Schedule 4A of Regulation 14A promulgated under the Exchange Act; provided that,
without limitation, a Change of Control shall be deemed to have occurred at such time as (i) any
“person” within the meaning of Section 14(d) of the Exchange Act, is or becomes the beneficial
owner, directly or indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company’s then outstanding securities, or (ii) during any period of
two consecutive years, individuals who at the beginning of such period constitute the Board cease
for any reason to constitute at least a majority thereof unless the election, or the nomination for
election by the Company’s shareholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the beginning of the period.



     2.6 “Change of Control Price” means the higher of (i) the Fair Market Value on the date of
determination of the Change of Control or (ii) the highest price per share actually paid for the
Common Stock in connection with the Change of Control of the Company.



     2.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time.




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     2.8 “Committee” means the Compensation Committee of the Board, or such other committee
designated by the Board to administer the Plan, provided that the members of the Committee qualify
as disinterested administrators under Rule 16b-3 of the Exchange Act.



     2.9 “Common Stock” means the Common Stock, par value $.01 per share, of Belden CDT Inc..



     2.10 “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     2.11 “Fair Market Value” means the average of the high and low price of a share of Common
Stock as reported on the composite tape for securities listed on the Stock Exchange for the
applicable date, provided that if no sales of Common Stock were made on the Stock Exchange on that
date, the average of the high and low prices as reported on the composite tape for the preceding
day on which sales of Common Stock were made.



     2.12 “Participant” means an officer or employee of the Company or its subsidiaries who is
selected by the Committee to participate in the Plan, and nonemployee directors of the Company to
the extent provided in Section 11 hereof.



     2.13 “Stock Exchange” means the New York Stock Exchange or, if the Common Stock is no longer
traded on the New York Stock Exchange, then such other market price reporting system on which the
Common Stock is traded or quoted designated by the Committee after it determines that such other
exchange is both reliable and reasonably accessible.



3. Administration




     3.1 The Plan shall be administered by the Committee. A majority of the Committee shall
constitute a quorum, and the acts of a majority of a quorum shall be the acts of the Committee.



     3.2 Subject to the provisions of the Plan, the Committee (i) shall select the Participants,
determine the type of Awards to be made to Participants, determine the shares or share units
subject to Awards, and (ii) shall have the authority to interpret the Plan, to establish, amend,
and rescind any Administrative Policies to determine the terms and provisions of any agreements
entered into hereunder, and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or in any Award in the manner and to the extent it shall deem
desirable to carry it into effect. The determinations of the Committee in the administration of the
Plan, as described herein, shall be final and conclusive, provided, however, that no action shall
be taken which will prevent the options granted under Section 11 or any Award granted under the
Plan from meeting the requirements for exemption from Section 16(b) of the Exchange Act, or
subsequent comparable statute, as set forth in Rule 16(b)-3 of the Exchange Act or any subsequent
comparable rule.



     3.3 In order to enable Participants who are foreign nationals or employed outside the United
States, or both, to receive Awards under the Plan, the Committee may adopt such amendments,
Administrative Policies, subplans and the like as are necessary or advisable, in the opinion of the
Committee, to effectuate the purposes of the Plan.



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4. Eligibility




     All employees of the Company and its subsidiaries who have demonstrated significant management
potential or who have the capacity for contributing in a substantial measure to the successful
performance of the Company, as determined by the Committee, are eligible to be Participants in the
Plan. Participants may receive one or more Awards under the Plan. Directors of the Corporation
other than directors who are employees of the Corporation shall be eligible only to receive stock
options pursuant to Section 11 hereof. The maximum number of shares of Common Stock that may be
subject to awards to any Participant under the Plan is 200,000 shares each year of the 10-year term
of the Plan, effective as of the calendar year of 1998.



5. Shares Subject to the Plan




     5.1 The aggregate number of shares of Common Stock available for grants of Awards under the
Plan shall be 3,800,000, subject to the adjustments provided for in Section 15 hereof. Shares of
Common Stock available for issuance under the Plan may be authorized and unissued shares or
treasury shares, as the Company may from time to time determine.



     5.2 Shares of Common Stock subject to an Award that expires unexercised or that is forfeited,
terminated or cancelled, in whole or in part, or is paid in cash in lieu of Common Stock, shall
thereafter again be available for grant under the Plan, provided that if the Participant who had
been granted such Award (i) was an officer subject to the provisions of Section 16(b) of the
Exchange Act and (ii) received benefits of ownership of such shares for purposes of Section 16(b)
of the Exchange Act (such as dividends with respect to forfeited shares of restricted stock), such
shares shall not thereafter be available for grant under the Plan to officers subject to the
provisions of Section 16(b) of the Exchange Act.



6. Awards




     Awards under the Plan may consist of: stock options (either incentive stock options within the
meaning of Section 422 of the Code or nonstatutory stock options), stock appreciation rights,
restricted stock grants and performance shares. Awards of performance shares and restricted stock
may provide the Participant with dividends or dividend equivalents and voting rights prior to
vesting (whether based on a period of time or based on attainment of specified performance
conditions). The terms, conditions and restrictions of each Award shall be set forth in an Award
Agreement.



7. Stock Options




     7.1 Grants. Awards may be granted in the form of stock options. Stock options may be incentive
stock options within the meaning of Section 422 of the Code or nonqualified stock options (i.e.,
stock options which are not incentive stock options), or a combination of both, or any particular
type of tax advantage option authorized by the Code from time to time.



     7.2 Terms and Conditions of Options. An option shall be exercisable in whole or in such
installments and at such times and upon such terms as may be determined by the Committee; provided,
however, that no stock option shall be exercisable more than ten years after the date of grant
thereof. The option exercise price shall be established by the Committee, but such price shall not
be less than the Fair Market Value on the date of the stock option’s grant subject to adjustment as
provided in Section 15 hereof.



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     7.3 Restrictions Relating to Incentive Stock Options. Stock options issued in the form of
incentive stock options shall, in addition to being subject to all applicable terms, conditions,
restrictions and limitations established by the Committee, comply with Section 422A of the Code.
Incentive stock options shall be granted only to full time employees of the Company and its
subsidiaries within the meaning of Section 425 of the Code. The aggregate Fair Market Value
(determined as of the date the option is granted) of shares with respect to which incentive stock
options are exercisable for the first time by an individual during any calendar year (under this
Plan or any other plan of the Company which provides for the granting of incentive stock options)
may not exceed $100,000 or such other number as may be applicable under the Code from time to time.



     7.4 Payment. Upon exercise, a Participant may pay the option exercise price of a stock option
in cash, shares of Common Stock, stock appreciation rights or a combination of the foregoing, or
such other consideration as the Committee may deem appropriate. The Committee shall establish
appropriate methods for accepting Common Stock and may impose such conditions as it deems
appropriate on the use of such Common Stock to exercise a stock option.



     7.5 Additional Terms and Conditions. The Committee may, by way of the Award Agreement or
Administrative Policies, establish such other terms, conditions or restrictions, if any, on any
stock option award, provided they are consistent with the Plan. The Committee may condition the
vesting of stock options on the achievement of financial performance criteria established by the
Committee at the time of grant.



8. Stock Appreciation Rights




     8.1 Grants. Awards may be granted in the form of stock appreciation rights (“ SARs”). SARs
shall entitle the recipient to receive a payment equal to the appreciation in market value of a
stated number of shares of Common Stock from the price stated in the Award Agreement to the Fair
Market Value on the date of exercise or surrender. An SAR may be granted in tandem with all or a
portion of a related stock option under the Plan (“Tandem SARs”), or may be granted separately
(“Freestanding SARs”); provided, however, that Freestanding SARs shall be granted only to
Participants who are foreign nationals or are employed outside of the United States, or both, and
as to whom the Committee determines the interests of the Company could not as conveniently be
served by the grant of other forms of Awards under the Plan. A Tandem SAR may be granted either at
the time of the grant of the related stock option or at any time thereafter during the term of the
stock option. An SAR may be exercised no sooner than six months after it is granted. In the case
of SARs granted in tandem with stock options granted prior to the grant of such SARs, the
appreciation in value shall be appreciation from the option exercise price of such related stock
option to the Fair Market Value on the date of exercise.



     8.2 Terms and Conditions of Tandem SARs. A Tandem SAR shall be exercisable to the extent, and
only to the extent, that the related stock option is exercisable. Upon exercise of a Tandem SAR as
to some or all of the shares covered in an Award, the related stock option shall be cancelled
automatically to the extent of the number of SAR’s exercised, and such shares shall not thereafter
be eligible for grant under Section 5 hereof.



     8.3 Terms and Conditions of Freestanding SARs. Freestanding SARs shall be exercisable in whole
or in such installments and at such times as may be determined by the Committee. The base price of
a Freestanding SAR shall be determined by the Committee; provided, however, that such price shall
not be less than the Fair Market Value on the date of the award of the Freestanding SAR.



     8.4 Deemed Exercise. The Committee may provide that an SAR shall be deemed to be exercised at
the close of business on the scheduled expiration date of such SAR, if at such time the SAR by its
terms is otherwise exercisable and, if so exercised, would result in a payment to the Participant.



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     8.5 Additional Terms and Conditions. The Committee may, by way of the Award Agreement or
Administrative Policies, determine such other terms, conditions and restrictions, if any, on any
SAR Award, provided they are consistent with the Plan.



9. Restricted Stock Awards




     9.1 Grants. Awards may be granted in the form of restricted stock (“Restricted Stock Awards”).
Restricted Stock Awards shall be awarded in such numbers and at such times as the Committee shall
determine.



     9.2 Award Restrictions. Restricted Stock Awards shall be subject to such terms, conditions or
restrictions as the Committee deems appropriate including, but not limited to, restrictions on
transferability, requirements of continued employment, individual performance or the financial
performance of the Company. The period of vesting and the forfeiture restrictions shall be
established by the Committee at the time of grant, except that each restriction period shall not be
less than 12 months.



     9.3 Rights as Shareholders. During the period in which any restricted shares of Common Stock
are subject to forfeiture restrictions imposed under the preceding paragraph, the Committee may, in
its discretion, grant to the Participant to whom such restricted shares have been awarded, all or
any of the rights of a shareholder with respect to such shares, including, but not limited to, the
right to vote such shares and to receive dividends.



     9.4 Evidence of Award. Any Restricted Stock Award granted under the Plan may be evidenced in
such manner as the Committee deems appropriate, including, without limitation, book entry
registration or issuance of a stock certificate or certificates.



10. Performance Shares




     10.1 Grants. Awards may be granted in the form of shares of Common Stock that are earned only
after the attainment of predetermined performance targets during a performance period as
established by the Committee (“Performance Shares”).



     10.2 Performance Criteria. The Committee may grant an Award of Performance Shares to
Participants as of the first day of each Performance Period. As used herein, the term “Performance
Period” means the period during which a Performance Target is measured and the term “Performance
Target” means the predetermined goals established by the Committee. A Performance Target will be
established at the beginning of each Performance Period. At the end of the Performance Period,
Performance Shares shall be converted into Common Stock (or cash or a combination of Common Stock
and cash, as determined by the Award Agreement) and distributed to Participants based upon such
entitlement. Award payments made in cash rather than the issuance of Common Stock shall not, by
reason of such payment in cash, result in additional shares being available for reissuance pursuant
to Section 5 hereof.



     10.3 Additional Terms and Conditions. The Committee may, by way of the Award Agreement or
Administrative Policies, determine the manner of payment of Awards of Performance Shares and other
terms, conditions or restrictions, if any, on any Award of Performance Shares, provided they are
consistent with the Plan.



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11. Directors’ Stock Options




     11.1 Grants. Awards may be granted to nonemployee directors only in the form of stock options
satisfying the requirements of this Section 11 (“Director Stock Options”). Subject to Section 15
hereof, on the date following the commencement of the Company’s annual meeting of stockholders each
year, there shall be granted to each nonemployee director an option to purchase 2,000 shares of
Common Stock. All such options shall be nonstatutory stock options.



     11.2 Option Exercise Price. The option exercise price of Director Stock Options shall be 100
percent of the Fair Market Value on the date such options are granted. The Committee shall be
authorized to compute the price per share on the date of grant. Payment of the option exercise
price may be made in cash or in shares of Common Stock or a combination of cash and Common Stock.



     11.3 Option Agreement. Director Stock Options shall be evidenced by an Award Agreement, dated
as of the date of the grant, which agreement shall be in such form, consistent with the terms and
requirements of this Section 11, as shall be approved by the Committee from time to time and
executed on behalf of the Company by its chief executive officer.



     11.4 Terms and Conditions of Director Stock Option. Director Stock Options shall become fully
exercisable on the first anniversary of the date of grant and shall terminate upon the expiration
of five years from the date of grant. To the extent an option is not otherwise exercisable at the
date of the nonemployee director’s retirement under a retirement plan or policy of the Company, it
shall become fully exercisable upon such retirement provided, however, that Director Stock Options
shall not become exercisable under this sentence prior to the expiration of six months from the
date of grant. Upon such retirement, such options shall be exercisable for a period of one year,
subject to the original term thereof. Options not otherwise exercisable at the time of the
disability or death of a nonemployee director during continued service with the Company shall
become fully exercisable upon his disability or death, unless the date of disability or death
occurs prior to the expiration of six months from the date of grant. Upon the disability or death
of a nonemployee director while in service as a director, such options shall remain exercisable
(subject to the original term of the option) for a period of one year after the date of disability
or of death. To the extent an option is exercisable on the date a director ceases to be a director
(other than by reason of disability, death or retirement), the option shall continue to be
exercisable (subject to the original term of the option) for a period of 90 days thereafter.



     11.5 Transferability. No option shall be transferable by a nonemployee director except by will
or the laws of descent and distribution, and during the director’s life time options may be
exercised only by him or his legal representative.



     11.6 Change of Control. Director Stock Options not otherwise exercisable at the time of a
Change of Control shall become fully exercisable upon such Change of Control; provided, however,
that options shall not become exercisable under this provision prior to the expiration of six
months from the date of grant.



12. Dividends and Dividend Equivalents; Deferrals




     12.1 If an Award is granted in the form of a Restricted Stock Award or a Freestanding SAR, the
Committee may choose, at the time of the grant of the Award, to include as part of such Award an
entitlement to receive dividends or dividend equivalents, subject to such terms, conditions,
restrictions or limitations, if any, as the Committee may establish. Dividends and dividend
equivalents shall be paid in such form and manner and at such time as the Committee shall
determine.



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     12.2 The Committee may permit Participants to elect to defer the issuance of shares or the
settlement of Awards in cash under Administrative Policies established by the Committee. It may
also provide that deferred settlements include the payment or crediting of interest on the deferral
amounts or the payment or crediting of dividend equivalents on deferred settlements denominated in
shares.



13. Termination of Employment




     The Committee shall adopt Administrative Policies determining the entitlement of Participants
who cease to be employed by either the Company or its subsidiaries due to death, disability,
resignation, termination or retirement pursuant to an established retirement plan or policy of the
Company or its subsidiaries.



14. Assignment and Transfer




     The rights and interests of a Participant under the Plan may not be assigned, encumbered or
transferred except, in the event of the death of a Participant, by will or the laws of descent and
distribution.



15. Adjustments Upon Changes in Capitalization




     In the event of any change in the outstanding shares of Common Stock by reason of a
reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares,
merger, consolidation or any change in the corporate structure or shares of the Company, the
maximum aggregate number and class of shares as to which Awards may be granted under the Plan and
the shares issuable pursuant to then outstanding Awards shall be appropriately adjusted by the
Committee, whose determination shall be final.



16. Withholding Taxes




     The Company shall have the right to deduct from any payment to be made pursuant to the Plan
the amount of any taxes required by law to be withheld therefrom, or to require a Participant to
pay to the Company such amount required to be withheld prior to the issuance or delivery of any
shares of Stock or the payment of cash under the Plan. The Committee may, in its discretion, permit
a Participant to elect to satisfy such withholding obligation by having the Company retain the
number of shares of Common Stock whose Fair Market Value equals the amount required to be withheld.
Any fraction of a share of Common Stock required to satisfy such obligation shall be disregarded
and the amount due shall instead be paid in cash to the Participant.




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17. Regulatory Approvals and Listings




     Notwithstanding anything contained in this Plan to the contrary, the Company shall have no
obligation to issue or deliver certificates of Common Stock evidencing Restricted Stock Awards or
any other Award payable in Common Stock prior to (i) the obtaining of any approval from any
governmental agency which the Company shall, in its sole discretion, determine to be necessary or
advisable, (ii) the admission of such shares to listing on the Stock Exchange and (iii) the
completion of any registration or other qualification of said shares under any state or federal law
or ruling of any governmental body which the Company shall, in its sole discretion, determine to be
necessary or advisable.



18. No Right to Continued Employment or Grants




     No person shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to be retained in the employ of the
Company or its subsidiaries. Further, the company and its subsidiaries expressly reserve the right
at any time to dismiss a Participant free from any liability, or any claim under the Plan, except
as provided herein or in any Award Agreement entered into hereunder.



19. Change of Control




     In the event of a Change of Control, (i) all SARs which have not been granted in tandem with
stock options and which have been outstanding for at least six months shall become exercisable in
full, (ii) the restrictions applicable to all shares of restricted stock shall lapse and such
shares shall be deemed fully vested and all restricted stock granted in the form of share units
shall be paid in cash, (iii) all Performance Shares shall be deemed to be earned in full and all
Performance Shares granted in the form of share units shall be paid in cash, and (iv) any
Participant who has been granted a stock option which is not exercisable in full shall be entitled,
in lieu of the exercise of the portion of the stock option which is not exercisable, to obtain a
cash payment in an amount equal to the difference between the option price of such stock option and
(A) in the event the Change of Control is the result of a tender offer or exchange offer for the
Common Stock, the final offer price per share paid for the Common Stock, or such lower price as the
Committee may determine with respect to any incentive stock option to preserve its incentive stock
option status, multiplied by the number of shares of Common Stock covered by such portion of the
stock option, or (B) in the event the Change of Control is the result of any other occurrence, the
aggregate value of the Common Stock covered by such portion of the stock option, as determined by
the Committee at such time. The Committee may, in its discretion, include such further provisions
and limitations in any agreement documenting such Awards as it may deem equitable and in the best
interests of the Company.



20. Amendment




     The Board may amend, suspend or terminate the Plan or any portion thereof at any time,
provided that no amendment shall be made without stockholder approval if such approval is necessary
in order for the Plan to continue to comply with Rule 16b-3 under the Exchange Act; and provided
further, that the provisions of Section 11 shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder.



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21. Governing Law




     The validity, construction and effect of the Plan and any actions taken or relating to the
Plan shall be determined in accordance with the laws of the State of Delaware and applicable
Federal law.



22. Rights as Shareholder




     Except as otherwise provided in the Award Agreement, a Participant shall have no rights as a
shareholder until he or she becomes the holder of record. To the extent any person acquires a right
to receive payments from the Company under this Plan, such rights shall be no greater than the
rights of an unsecured creditor of the Company.



23. Effective Date




     23.1 The Plan shall be effective upon approval by the board, subject to approval by the
holders of a majority of the shares of Common Stock. Subject to earlier termination pursuant to
Section 20, the Plan shall have a term of 10 years from its effective date. After termination of
the Plan, no future Awards may be granted but previously made Awards shall remain outstanding in
accordance with their applicable terms and conditions and the terms and conditions of the Plan.



     23.2 Any Awards made prior to approval by the shareholders of the Company shall be effective
when made, but shall be conditioned on, and subject to such approval.




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