EX-10.39






EXHIBIT 10.39




AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT




     This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is executed on
December 19, 2008, but effective as of December 1, 2008, between Belden Inc., a Delaware
corporation (the “Company”), and Denis Suggs (the “Executive”).



W I T N E S S E T H:



     WHEREAS, the Company and Executive entered into an employment agreement dated June 11, 2007
(the “Prior Agreement”);



     WHEREAS, the Company and Executive desire to amend and fully restate the Prior Agreement and
to continue Executive’s employment with the Company as its Vice President, Operations and President
of Belden Americas, in accordance with the terms hereof; and



     WHEREAS, the Company and Executive desire to amend the Prior Agreement so as to conform the
existing terms of Executive’s employment with Section 409A (“Section 409A”) of the Internal Revenue
Code of 1986, as amended (the “Code”) and the final Treasury Regulations related thereto, among
other amendments herein.



     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) Executive shall serve as Vice President of Operations and President of its Belden Americas
Division. In such capacity, Executive shall have active and general supervision and management
over the business affairs of Belden Americas.




          (b) Executive shall use Executive’s best efforts to perform faithfully and efficiently the
duties and responsibilities assigned to Executive hereunder and devote substantially all of
Executive’s business time to the performance of Executive’s duties with the Company; provided, the
foregoing shall not prevent Executive from participating in charitable, civic, educational,
professional or community affairs so long as such activities do not materially interfere with the
performance of Executive’s duties hereunder or create a potential business conflict or the
appearance thereof.




     2. TERM OF AGREEMENT. The Prior Agreement was effective on June 11, 2007 (the “Effective
Date”), and this Agreement shall end on the third anniversary of the Effective Date. The term of
this Agreement shall be automatically extended thereafter for successive one (1) year periods
unless, at least ninety (90) days prior to the end of the initial term of this Agreement or the
then current succeeding one-year extended term of this Agreement, the Company or Executive has
notified the other that the term hereunder shall terminate upon its expiration date. The initial
term of this Agreement, as it may be extended from year to year thereafter, is herein referred to
as the “Term.” The foregoing to the contrary notwithstanding,



 









 




upon the occurrence of a Change in Control (defined below) at any time after the third
anniversary of the Effective Date, the Term of this Agreement shall be extended to the second
anniversary of the date of the occurrence of such Change in Control and shall be subject to
expiration thereafter upon notice by Executive or the Company to the other party or to automatic
successive additional one-year periods, as the case may be, in the manner provided above. If
Executive remains employed by the Company beyond the expiration of the Term, he shall be an
employee at-will; except that any provisions identified as surviving shall continue. In all events
hereunder, Executive’s employment is subject to earlier termination pursuant to Section 7 hereof,
and upon such earlier termination the Term shall be deemed to have ended.




     3. BASE SALARY. As of December 1, 2008, the Company shall continue to pay Executive a base
salary (the “Base Salary”) at an annual rate of $355,000, payable in accordance with the regular
payroll practices of the Company. Executive’s Base Salary shall be subject to annual review by the
CEO and may be increased from time to time upon the recommendation by the CEO and approval by the
Compensation Committee (the “Committee”) of the Board. The base salary as determined herein from
time to time shall constitute “Base Salary” for purposes of this Agreement.



     4. ANNUAL CASH INCENTIVE COMPENSATION. Commencing on the Effective Date, Executive shall be
eligible to participate in the Company’s annual cash incentive (bonus) plan and any successor
annual cash incentive plans. Executive shall have the opportunity to earn an annual target cash
incentive award, measured against performance criteria to be determined by the Board (or a
committee thereof), of at least 70% of Base Salary.



     5. EQUITY AWARDS.



          (a) BUY-OUT AWARDS.





          (i) The Board or the Committee shall award Executive as of the Effective Date, 7,250
restricted stock units (the “Buy-Out RSUs”). The Buy-Out RSUs shall vest in full on the
fifth anniversary of the Effective Date, provided that Executive has been continuously
employed by the Company through such date for the Buy-Out RSUs to so vest, except as
otherwise provided hereunder and in the award agreement.



          (b) 2007 AWARDS





          (i) The Board or the Committee shall award Executive as of the Effective Date such
number of performance share units (the “2007 PSUs”) as equals the quotient of (A) $180,000
divided by (B) the Fair Market Value of one share of Common Stock on the Effective Date.
Each Inducement PSU represents the right to receive between zero and one and one-half (1.5)
restricted stock units, depending on attainment of Company performance objectives during
calendar year 2007. Each such restricted stock unit represents the right to receive one
share of Common Stock, and shall vest as provided hereunder and in the award agreement.




          (ii) The Board or the Committee shall award Executive as of the Effective Date,
such number of stock appreciation rights settled in shares of the Company’s Common Stock
(the “2007 SSARs”) as equal to the quotient of (A) $180,000



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divided by (B) the Black-Scholes value (or other valuation method) of one (1) share of
Common Stock on the Effective Date as determined by the Committee or the Board for the
valuation of SSAR grants to other senior executives during the 2007 fiscal year. The 2007
SSARs will be granted with an exercise price equal to the Fair Market Value of one share of
Common Stock on the Effective Date. The 2007 SSARs shall vest and become exercisable in
three (3) equal installments on the first, second and third anniversaries of the Effective
Date, provided that the Executive has been continuously employed by the Company through each
such vesting date for such installment to so vest, except as otherwise provided hereunder
and in the award agreement.



          (c) LONG-TERM INCENTIVE AWARDS.





          (i) Commencing with annual awards granted to senior executives in 2008, Executive shall
be eligible for annual long-term incentive awards throughout the Term under such long-term
incentive plans and programs as may be in effect from time to time in accordance with the
Company’s compensation practices and the terms and provisions of any such plans or programs;
provided, that Executive’s participation in such plans and programs shall be at a level and
on terms and conditions consistent with participation by other senior executives of the
Company, as the Board or the Committee shall determine in its sole discretion, with due
consideration of Executive’s position, awards granted to other senior executives of the
Company and competitive compensation data. Notwithstanding, provided that Executive is
employed by the Company on the date of grant, Executive shall be granted an annual long-term
incentive equity award during the 2008 fiscal year having a value on the grant date of not
less than 120% of Base Salary.




          (ii) All long-term incentive awards to Executive shall be granted pursuant to and shall
be subject to all of the terms and conditions imposed upon such awards granted under the
Plan.



          (d) STOCK OWNERSHIP. Executive shall be subject to, and shall comply with, the stock
ownership guidelines of the Company as may be in effect from time to time. Executive shall have
five (5) years to satisfy the stock ownership guidelines applicable to Executive; provided, that
the annual interim target for share accumulation by Executive is 20%.




     6. EMPLOYEE BENEFITS. Commencing on the Effective Date:



          (a) BENEFIT PLANS. Executive shall be entitled to participate in all employee benefit plans
of the Company including, but not limited to, equity, pension, thrift, profit sharing, medical
coverage, education, or other retirement or welfare benefits that the Company has adopted or may
adopt, maintain or contribute to for the benefit of its senior executives, on a basis no less
favorable than other senior executives of the Company, in accordance with the terms of such plans
and programs.




          (b) VACATION. Executive shall be entitled to annual paid vacation in accordance with the
Company’s policy applicable to senior executives, but in no event less than four (4) weeks per year
(as prorated for partial years of employment).




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          (c) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation,
Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy for all
reasonable and necessary business expenses incurred in connection with the performance of
Executive’s duties hereunder. The Company shall reimburse Executive for a luncheon club membership
in Indianapolis, annual executive physical examinations, annual tax preparation/review by the
Company’s designated service provider and for his reasonable professional fees incurred in
connection with the negotiation and finalization of this Agreement, not in excess of $7,500.




          (d) RELOCATION. [Intentionally Omitted.].




          (e) CERTAIN AMENDMENTS. Nothing herein shall be construed to prevent the Company from
amending, altering, terminating or reducing any plans, benefits or programs so long as Executive
continues to receive compensation and benefits consistent with Sections 4, 5 and 6(b) of this
Agreement.




     7. TERMINATION. Executive’s employment and the Term shall terminate on the first of the
following to occur:



          (a) DISABILITY. Upon written notice by the Company to Executive of termination due to
Disability, while Executive remains Disabled. For purposes of this Agreement, “Disability” shall
have the meaning defined under the Company’s then-current long-term disability insurance plan in
which Executive participates.




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




          (c) CAUSE. Immediately upon written notice by the Company to Executive of a termination of
Executive’s employment for Cause. “Cause” shall mean:





          (i) Executive’s willful and continued failure to perform substantially his duties owed
to the Company or its affiliates after a written demand for substantial performance is
delivered to him specifically identifying the nature of such unacceptable performance, which
is not cured or reasonable progress toward a cure by Executive within a reasonable period,
not to exceed thirty (30) days;




          (ii) Executive is convicted of (or pleads guilty or no contest to) a felony or any
crime involving moral turpitude;




          (iii) Executive breaches his representation or covenant under Section 24; or




          (iv) Executive has engaged in conduct that constitutes gross misconduct in the
performance of his employment duties.




An act or omission by Executive shall not be “willful” if conducted in good faith and with
Executive’s reasonable belief that such conduct is in the best interests of the Company.



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          (d) WITHOUT CAUSE. Upon written notice by the Company to Executive of an involuntary
termination of Executive’s employment other than for Cause (and other than due to his Disability).




          (e) GOOD REASON. Upon written notice by Executive to the Company of a voluntary termination
of Executive’s employment at any time during a Protection Period (defined in Section 10 below), for
Good Reason. “Good Reason” shall mean, without the express written consent of Executive, the
occurrence of any of the following events during a Protection Period:





          (i) Executive’s Base Salary or annual target bonus opportunity is materially reduced;




          (ii) Executive’s duties or responsibilities are negatively and materially changed in a
manner inconsistent with Executive’s position (including status, offices, titles, and
reporting responsibilities) or authority; or




          (iii) The Company requires Executive’s principal office to be relocated more than 50
miles from its location as of the date immediately preceding the Change in Control.



          Prior to any termination by Executive for “Good Reason,” he shall provide the Board not less
than thirty (30) nor more than ninety (90) days’ notice, with specificity, of the grounds
constituting Good Reason and an opportunity within such notice period for the Company to cure such
grounds. Such notice shall be given within ninety (90) days following the initial existence of
such grounds constituting Good Reason for such notice and subsequent termination, if not so cured
above, to be effective.




          (f) VOLUNTARY TERMINATION FOR ANY REASON (WITHOUT GOOD REASON DURING A PROTECTION PERIOD).
Upon at least thirty (30) days’ prior written notice by Executive to the Company of Executive’s
voluntary termination of employment (i) for any reason prior to or after a Protection Period or
(ii) without Good Reason during a Protection Period, in either case which the Company may, in its
sole discretion, make effective earlier than any termination date set forth in such notice.




     8. CONSEQUENCES OF TERMINATION. Any termination payments made and benefits provided under
this Agreement to Executive shall be in lieu of any termination or severance payments or benefits
for which Executive may be eligible under any of the plans, policies or programs of the Company or
its affiliates, it being understood that RSUs, SSARs and other Long-Term Awards (as defined in
Section 11 hereof) shall be treated as addressed in Section 11 hereof except as otherwise provided
hereunder with respect to the Buy-Out Awards under Section 5(a) and the 2007 PSUs and the 2007
SSARS awards under Section 5(b) (the “Inducement Awards”). Upon termination of Executive’s
employment, the following amounts and benefits shall be due to Executive:



          (a) DEATH; DISABILITY. If Executive’s employment terminates due to Executive’s death or
Disability, then the Company shall pay or provide Executive (or the legal representative of his
estate in the case of his death) with:




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          (i) (A) any accrued and unpaid Base Salary through the date of termination and any
accrued and unused vacation in accordance with Company policy; (B) any accrued and unpaid
benefits through the date of termination in accordance with the applicable plan or program;
and (C) reimbursement for any unreimbursed expenses, incurred and documented in accordance
with applicable Company policy, through the date of termination (collectively, “Accrued
Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen
(15) days following the date of termination, under clause (B) shall be paid in accordance
with the applicable plan or program, and under clause (C) shall be paid within fifteen (15)
days after Executive shall have provided the Company all required documentation therefor;




          (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the
date of termination, payable when bonuses are paid generally to senior executives for such
year;




          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs,
the amount of which shall be based on actual performance under the applicable bonus plan and
a fraction, the numerator of which is the number of days elapsed during the performance year
through the date of termination and the denominator of which is 365, which pro-rated bonus
shall be paid when bonuses are paid generally to senior executives for such year;




          (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be,
as may be provided under the Company plans in which Executive participates immediately prior
to such termination; and




          (v) Executive’s Inducement Awards shall become immediately fully vested. Executive’s
Inducement SSARs shall be exercisable for the lesser of one year following the date of
termination or the exercise period stated in the award agreement. Any restricted stock
units awarded with respect to 2007 PSUs shall become immediately fully vested.



          (b) VOLUNTARY TERMINATION (INCLUDING VOLUNTARY TERMINATION WITHOUT GOOD REASON DURING A
PROTECTION PERIOD); INVOLUNTARY TERMINATION WITHOUT CAUSE AT OR AFTER AGE 65; INVOLUNTARY
TERMINATION FOR CAUSE. If Executive’s employment should be terminated (i) by Executive for any
reason at any time other than during a Protection Period, (ii) by Executive without Good Reason
during a Protection Period, (iii) by the Company without Cause and other than for Disability at or
after Executive’s attainment of age 65, or (iv) by the Company for Cause, then the Company shall
pay to Executive any Accrued Obligations in accordance with Section 8(a)(i). Upon termination of
Executive’s employment by the Company for Cause, all unvested Inducement Awards and any vested
unexercised 2007 SSARs will be immediately forfeited.




          (c) TERMINATION WITHOUT CAUSE. If at any time (A) prior to Executive’s attainment of age 65
and (B) other than during a Protection Period, Executive’s




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employment by the Company is terminated by the Company without Cause (and other than a
termination for Disability), then the Company shall pay or provide Executive with:





          (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);




          (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the
date of termination, payable when bonuses are paid generally to senior executives for such
year;




          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs,
the amount of which shall be based on actual performance under the applicable bonus plan and
a fraction, the numerator of which is the number of days elapsed during the performance year
through the date of termination and the denominator of which is 365, which pro-rated bonus
shall be paid when bonuses are paid generally to senior executives for such year; and




          (iv) Severance payments in the aggregate amount equal to the sum of (A) Executive’s
then Base Salary plus (B) his annual target bonus, which amount shall be payable to
Executive in equal semi-monthly payroll installments over a period of twelve (12) months.




          For purposes of this subparagraph (iv) each installment severance payment to Executive
under this subparagraph (iv) shall be treated as a separate payment (within the meaning of
Section 409A).




          Provided, anything herein to the contrary notwithstanding, if on the date of
termination Executive is a “specified employee” of the Company (as defined in Treasury
Regulation Section 1.409A-1(i)), to the extent that such severance payments (and any other
payments and benefits provided in Section 8) constitute a “deferral of compensation” under a
“nonqualified deferred compensation plan” under Section 409A and Treasury Regulation Section
1.409A-1, the following provisions shall apply (“Safe Harbor and Postponement”):




          (1) If such payments and benefits are payable on account of Executive’s
“involuntary separation from service” (as defined in Treasury Regulation Section
1.409A-1(n)), Executive shall receive such amount of his severance payments during
the six (6)-month period immediately following the date of termination as equals the
lesser of: (x) such severance payment amount due Executive under Section 8 during
such six (6)-month period or (y) two (2) multiplied by the compensation limit in
effect under Section 401(a)(17) of the Code, for the calendar year in which the date
of termination occurs and as otherwise provided under Treasury Regulation Section
1.409A-1(b)(9)(iii) and shall be entitled to such of his benefits as satisfy the
exception under Treasury Regulation Section 1.409A-1(b)(9)(v) (“Limitation Amount”).




          (2) To the extent that, upon such “involuntary separation from service,” the
amount of payments and benefits that would have been payable to



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Executive under Section 8 during the six (6)-month period following the last
day of his employment exceeds the Limitation Amount, such excess shall be paid on
the first regular semi-monthly payroll date following the expiration of such six
(6)-month period.




          (3) If the Company reasonably determines that such employment termination is
not such an “involuntary separation from service,” all such payments and benefits
that would have been payable to the Executive under Section 8 during the six
(6)-month period immediately following the date of termination, but for such
determination, shall be paid on the first regular semi-monthly payroll date
immediately following the expiration of such six (6)-month period following the date
of termination.




          (4) Any payments under this Section 8(c) that are postponed pursuant to the
Safe Harbor and Postponement shall accrue interest at an annual rate (compounded
monthly) equal to the short-term applicable federal rate (as in effect under Section
1274(d) of the Code on the last day of the Executive’s employment) plus 100 basis
points, which interest shall be paid on the first regular semi-monthly payroll date
immediately following the expiration of the six (6)-month period following the date
of termination.




          (v) Subject to Executive’s continued co-payment of premiums, continued participation
for twelve (12) months in the Company’s medical benefits plan which covers Executive and his
eligible dependents upon the same terms and conditions (except for the requirements of
Executive’s continued employment) in effect for active employees of the Company. In the
event Executive obtains other employment that offers substantially similar or more favorable
medical benefits, such continuation of coverage by the Company under this subsection shall
immediately cease. The continuation of health benefits under this subsection shall reduce
the period of coverage and count against Executive’s right to healthcare continuation
benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”); and




          (vi) Executive’s Inducement Awards shall become immediately fully vested. Executive’s
Inducement SSARs shall be exercisable for the lesser of one (1) year following the date of
termination or the exercise period stated in the award agreement. Any restricted stock
units awarded with respect to the 2007 PSUs shall become immediately fully vested.



     9. CONDITIONS. Any payments or benefits made or provided to Executive pursuant to any
subsection of Section 8 or Section 10(b), other than Accrued Obligations, are subject to
Executive’s:



          (a) compliance with the provisions of Section 12 hereof;




          (b) delivery to the Company of an executed Agreement and General Release (the “General
Release”), which shall be substantially in the form attached hereto as Exhibit A within
twenty-one (21) days after presentation thereof by the Company to Executive; and




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          (c) delivery to the Company of a resignation from all offices, directorships and fiduciary
positions held by Executive with the Company, its affiliates and employee benefit plans.



Notwithstanding the due date of any post-employment payments, any amounts due following a
termination under this Agreement (other than Accrued Obligations) shall not be payable until after
the expiration of any statutory revocation period applicable to the General Release without
Executive having revoked such General Release, and, subject to the provisions of Section 22 hereof,
any such amounts shall be paid to Executive within thirty (30) days thereafter. Notwithstanding
the foregoing, Executive shall be entitled to any Accrued Obligations, payable without regard for
the conditions of this Section 9.




     10. CHANGE IN CONTROL; EXCISE TAX.



          (a) CHANGE IN CONTROL. A “Change in Control” of the Company shall be deemed to have occurred
if any of the events set forth in any one of the following subparagraphs shall occur:





          (i) The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than 50% of either (i) the then-outstanding shares of common
stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting
power of the then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”); provided, however,
that for purposes of this subsection (a), the following acquisitions shall not constitute a
Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the
Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (4) any
acquisition by any corporation pursuant to a transaction which complies with clauses (1) and
(2) of subsection (iii) of this definition;




          (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board;




          (iii) consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a “Business
Combination”), in each case, unless, following such Business Combination, (1) all or



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substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and
the combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) and in substantially the same
proportions as their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may
be, and (2) at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the Board, providing for such
Business Combination; or




          (iv) approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.



          (b) INDUCEMENT AWARDS. Upon the occurrence of a Change in Control of the Company, if
Executive is employed by the Company at the time of such Change in Control, the Inducement Awards,
to the extent not vested, shall immediately vest in full.




          (c) QUALIFYING TERMINATION. If prior to Executive’s attainment of age 65 Executive’s
employment is involuntarily terminated by the Company without Cause (and other than due to his
Disability), or if Executive’s employment is voluntarily terminated by Executive for Good Reason,
in either case only in connection with the occurrence of a Change in Control or during the period
commencing on the occurrence of a Change in Control of the Company and ending on the second
anniversary of the date of the Change in Control (the “Protection Period”), then the Company shall
pay or provide Executive with:





          (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);




          (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the
date of termination, payable when bonuses are paid generally to senior executives for such
year;




          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs,
the amount of which shall be based on target performance and a fraction, the numerator of
which is the number of days elapsed during the performance year through the date of
termination and the denominator of which is 365, which pro-rated bonus shall be paid when
bonuses are paid generally to senior executives for such year;



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          (iv) A lump sum severance payment in the aggregate amount equal to the product of (A)
the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his
annual target bonus multiplied by (B) two (2), to be paid within ten (10) business days
after Executive’s termination from employment; provided, unless the Change of Control
occurring on or preceding such termination also meets the requirements of Section
409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision)
thereunder (a “409A Change in Control”), the amount payable to Executive under this
subparagraph (iv) shall be paid to Executive in equal semi-monthly payroll installments over
a period of twenty-four (24) months, not in a lump sum, to the extent necessary to avoid the
application of Section 409A(a)(1)(A) and (B);




          (v) Subject to Executive’s continued co-payment of premiums, continued participation
for two (2) years in the Company’s medical benefits plan which covers Executive and his
eligible dependents upon the same terms and conditions (except for the requirements of
Executive’s continued employment) in effect for active employees of the Company. In the
event Executive obtains other employment that offers substantially similar or more favorable
medical benefits, such continuation of coverage by the Company under this subsection shall
immediately cease. The continuation of health benefits under this subsection shall reduce
the period of coverage and count against Executive’s right to healthcare continuation
benefits under COBRA; and




          (vi) All of Executive’s unvested Long-Term Awards (except for any performance shares or
PSUs (other than the 2007 PSUs which are covered above under Section 10(b)) where
termination of Executive’s employment occurs prior to a Performance Determination Date)
shall become immediately fully vested. All then-unexercised stock-settled or other stock
appreciation rights shall be exercisable for the lesser of one year following the date of
termination or the exercise period stated in the award agreement to the extent permissible
under the applicable award agreement and plan. With respect to any PSUs (other than 2007
PSUs) where the Executive’s employment is terminated prior to a Performance Determination
Date, the consequence of such termination shall be governed by the award agreement.




          Provided, to the extent applicable under Section 409A as a “deferral of compensation,”
and not as a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4), the
payments and benefits payable to Executive under this Section 10(c) shall be subject to the
Safe Harbor and Postponement provided at Section 8(c)(iv).



          (d) EXCISE TAX.




          (i) If it is determined that any amount, right or benefit paid or payable (or otherwise
provided or to be provided) to Executive by the Company or any of its affiliates under this
Agreement or any other plan, program or arrangement under which Executive participates or is
a party, other than amounts payable under this Section 10(d), (collectively, the
“Payments”), would constitute an “excess parachute payment” within the meaning of Section
280G of the Code, subject to the excise tax imposed by Section 4999 of the Code, as amended
from time to time (the “Excise Tax”), and the present



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value of such Payments (calculated in a manner consistent with that set forth in the
applicable regulations promulgated under Section 280G of the Code) is equal to or less than
110% of the threshold at which such amount becomes an “excess parachute payment,” then the
amount of the Payments payable to Executive under this Agreement shall be reduced (a
“Reduction”) to the extent necessary so that no portion of such Payments payable to
Executive is subject to the Excise Tax.




          (ii) In the event it shall be determined that the amount of the Payments payable to
Executive is more than 110% greater than the threshold at which such amount becomes an
“excess parachute payment,” then Executive shall be entitled to receive an additional
payment from the Company (a “Gross-Up Payment”) in an amount such that, after payment by
Executive of all taxes (including any interest or penalties imposed with respect to such
taxes), including, without limitation, any income and employment taxes and Excise Tax
imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments.




          (iii) All determinations required to be made under this Section 10(d), including
whether and when a Gross-Up Payment or a Reduction is required, the amount of such Gross-Up
Payment or Reduction and the assumptions to be utilized in arriving at such determination,
shall be made by an independent, nationally recognized accounting firm mutually acceptable
to the Company and Executive (the “Auditor”); provided that in the event a Reduction is
determined to be required, Executive may determine which Payments shall be reduced in order
to comply with the provisions of this Section 10(d). The Auditor shall promptly provide
detailed supporting calculations to both the Company and Executive following any
determination that a Reduction or Gross-Up Payment is necessary. All fees and expenses of
the Auditor shall be paid by the Company. Any Gross-Up Payment, as determined pursuant to
this Section 10(d), shall be paid by the Company to Executive within five (5) days of the
receipt of the Auditor’s determination. All determinations made by the Auditor shall be
binding upon the Company and Executive; provided that if, notwithstanding the Auditor’s
initial determination, the Internal Revenue Service (or other applicable taxing authority)
determines that an additional Excise Tax is due with respect to the Payments, then the
Auditor shall recalculate the amount of the Gross-Up Payment or Reduction Amount, if
applicable, based upon the determinations made by the Internal Revenue Service (or other
applicable taxing authority) after taking into account any additional interest and penalties
(the “Recalculated Amount”) and the Company shall pay to Executive the excess of the
Recalculated Amount over the Gross-Up Payment initially paid to Executive or the amount of
the Payments after the Reduction, as applicable, within five (5) days of the receipt of the
Auditor’s recalculation of the Gross-Up Payment.




          (iv) Without limiting any earlier payment provided under this Section 10(d), the
Gross-Up Payment (or Gross-Up Payments, if applicable) payable to Executive under this
Section 10(d) shall be paid to him not later than the last day of Executive’s taxable year
following the taxable year in which Executive remits the taxes owed by him that result in
the obligation of the Company to pay him such Gross-Up Payment; provided, to the extent
applicable under Section 409A as a “deferral of compensation,” and not as a “short-term
deferral” under Treasury Regulation Section



12









 






1.409A-1(b)(4), the payments and benefits payable to Executive under this Section 10(d)
shall be subject to the Safe Harbor and Postponement provided at Section 8(c)(iv).



     11. LONG-TERM AWARDS. All of Executive’s stock appreciation rights, restricted stock units,
performance share units and any other long-term incentive awards granted under any long-term
incentive plan of the Company (collectively, “Long-Term Awards”), shall remain in effect in
accordance with their terms and conditions, including with respect to the consequences of the
termination of Executive’s employment or a Change in Control, and shall not be in any way amended,
modified or affected by this Agreement except as provided in Section 10(c)(vi) and except as
hereinafter provided. Upon termination of Executive’s employment by the Company for Cause, all
unvested Long-Term Awards will be immediately forfeited as well as any vested unexercised awards.
Upon a voluntary resignation by Executive for any reason at any time other than during a Protection
Period or by Executive without Good Reason during a Protection Period, all vested Long-Term Awards
will remain exercisable for ninety (90) days following the effective date of such termination of
employment. Upon any termination by the Company for Cause, by the Executive for any reason at any
time other than during a Protection Period or by Executive without Good Reason during a Protection
Period, all unvested Long-Term Awards will be immediately forfeited. The provisions of this
Section 11 shall not apply to Executive’s Inducement Awards.



     12. EXECUTIVE COVENANTS.



          (a) CONFIDENTIALITY. Executive agrees that Executive shall not, commencing on the date hereof
and at all times thereafter, directly or indirectly, use, make available, sell, disclose or
otherwise communicate to any person, other than in the course of Executive’s employment and for the
benefit of the Company, any nonpublic, proprietary or confidential information, knowledge or data
relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall
have been obtained by Executive during Executive’s employment by the Company. The foregoing shall
not apply to information that (i) was known to the public prior to its disclosure to Executive;
(ii) becomes known to the public subsequent to disclosure to Executive through no wrongful act of
Executive or any representative of Executive; or (iii) Executive is required to disclose by
applicable law, regulation or legal process (provided that Executive provides the Company with
prior notice of the contemplated disclosure and reasonably cooperates with the Company at its
expense in seeking a protective order or other appropriate protection of such information).
Notwithstanding clauses (i) and (ii) of the preceding sentence, Executive’s obligation to maintain
such disclosed information in confidence shall not terminate where only portions of the information
are in the public domain.




          (b) NONSOLICITATION. Commencing on the date hereof, and continuing during Executive’s
employment with the Company and for the twelve (12) month period following termination of
Executive’s employment for any reason (a twenty-four (24) month post-employment period in the event
of a termination of Executive’s employment for any reason at any time during a Protection Period)
(“Restricted Period”), Executive agrees that Executive shall not, without the prior written consent
of the Company, directly or indirectly, individually or on behalf of any other person, firm,
corporation or other entity: (i) solicit, recruit or employ (whether as an employee, officer,
director, agent, consultant or independent contractor) any person who was or is at any time during
the six (6) months preceding termination of Executive’s




13









 







employment an employee, representative, officer or director of the Company; (ii) take any
action to encourage or induce any employee, representative, officer or director of the Company to
cease their relationship with the Company for any reason; or (iii) knowingly solicit, aid or induce
any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services
then sold by the Company or any of its subsidiaries or affiliates from another person, firm,
corporation or other entity or assist or aid any other persons or entity in identifying or
soliciting any such customer.




          (c) NONCOMPETITION. Executive acknowledges that Executive performs services of a unique
nature for the Company that are irreplaceable, and that Executive’s performance of such services to
a competing business will result in irreparable harm to the Company. Accordingly, during the
Restricted Period, Executive agrees that Executive shall not, directly or indirectly, own, manage,
operate, control, be employed by (whether as an employee, consultant, independent contractor or
otherwise, and whether or not for compensation) or render services to any person, firm, corporation
or other entity, in whatever form, engaged in any business of the same type as any business in
which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or
in which they have proposed, within twelve (12) months prior to such date, to be engaged in on or
after such date at any time during the Restricted Period, in any locale of any country in which the
Company conducts business. This Section 12(c) shall not prevent Executive from owning not more
than two percent (2%) of the total shares of all classes of stock outstanding of any publicly held
entity engaged in such business.




          (d) NONDISPARAGEMENT. Each of Executive and the Company (for purposes hereof, “the Company”
shall mean only (i) the Company by press release or other formally released announcement and (ii)
the executive officers and directors thereof and not any other employees) agrees not to make any
public statements that disparage the other party, or in the case of the Company, its respective
affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing,
statements made in the course of sworn testimony in administrative, judicial or arbitral
proceedings (including, without limitation, depositions in connection with such proceedings) shall
not be subject to this Section 12(d). Executive’s provision shall also not cover normal
competitive statements which do not cite Executive’s employment by the Company.




          (e) RETURN OF COMPANY PROPERTY AND RECORDS. Executive agrees that upon termination of
Executive’s employment, for any cause whatsoever, Executive will surrender to the Company in good
condition (reasonable wear and tear excepted) all property and equipment belonging to the Company
and all records kept by Executive containing the names, addresses or any other information with
regard to customers or customer contacts of the Company, or concerning any proprietary or
confidential information of the Company or any operational, financial or other documents given to
Executive during Executive’s employment with the Company. Excepted from this are Executive’s daily
calendar or log and any notes related thereto (and with access thereof).




          (f) COOPERATION. Executive agrees that, following termination of Executive’s employment for
any reason, Executive shall upon reasonable advance notice, and to the extent it does not interfere
with previously scheduled travel plans and does not unreasonably




14









 







interfere with other business activities or employment obligations, assist and cooperate with
the Company with regard to any matter or project in which Executive was involved during Executive’s
employment, including any litigation. The Company shall compensate Executive for reasonable
expenses incurred in connection with such cooperation and assistance. Executive’s duty to
cooperate shall terminate when the period during which Company has an actionable claim has expired.




          (g) ASSIGNMENT OF INVENTIONS. Executive will promptly communicate and disclose in writing to
the Company all inventions and developments including software, whether patentable or not, as well
as patents and patent applications (hereinafter collectively called “Inventions”), made, conceived,
developed, or purchased by Executive, or under which Executive acquires the right to grant licenses
or to become licensed, alone or jointly with others, which have arisen or jointly with others,
which have arisen or may arise out of Executive’s employment, or relate to any matters pertaining
to, or useful in connection therewith, the business or affairs of the Company or any of its
subsidiaries. Included herein as if developed during the employment period is any specialized
equipment and software developed for use in the business of the Company. All of Executive’s right,
title and interest in, to, and under all such Inventions, licenses, and right to grant licenses
shall be the sole property of the Company. Any such Inventions disclosed to anyone by Executive
within one (1) year after the termination of employment for any cause whatsoever shall be deemed to
have been made or conceived by Executive during the Term. As to all such Inventions, Executive
will, upon request of the Company execute all documents which the Company deems necessary or proper
to enable it to establish title to such Inventions or other rights, and to enable it to file and
prosecute applications for letters patent of the United States and any foreign country; and do all
things (including the giving of evidence in suits and other proceedings) which the Company deems
necessary or proper to obtain, maintain, or assert patents for any and all such Inventions or to
assert its rights in any Inventions not patented.




          (h) EQUITABLE RELIEF AND OTHER REMEDIES. The parties acknowledge and agree that the other
party’s remedies at law for a breach or threatened breach of any of the provisions of this Section
12 would be inadequate and, in recognition of this fact, the parties agree that, in the event of
such a breach or threatened breach, in addition to any remedies at law, the other party, without
posting any bond, shall be entitled to obtain equitable relief in the form of specific performance,
temporary restraining order, a temporary or permanent injunction or any other equitable remedy
which may then be available.




          (i) REFORMATION. If it is determined by a court of competent jurisdiction in any state that
any restriction in this Section 12 is excessive in duration or scope 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.




          (j) SURVIVAL OF PROVISIONS. The obligations of Executive set forth in this Section 12 shall
survive the termination of Executive’s employment by the Company and the termination or expiration
of this Agreement and shall be fully enforceable thereafter.




15









 








     13. BENEFICIARY. If Executive dies prior to receiving all of the amounts payable to him in accordance with
the terms and conditions of this Agreement, such amounts shall be paid to the beneficiary
(“Beneficiary”) designated by Executive in writing to the Company during Executive’s lifetime, or
if no such Beneficiary is designated, to Executive’s estate. Such payments shall be made in a lump
sum to the extent so payable to Executive and, to the extent not so payable in a lump sum, in
accordance with the terms of this Agreement. Executive, without the consent of any prior
Beneficiary, may change his designation of Beneficiary or Beneficiaries at any time or from time to
time by a submitting to Company a new designation in writing. Notwithstanding the preceding
provisions of this Section 13, any beneficiary provisions of any employee benefit plan or program
(including for the purpose, but not limited to, the Company’s Long-Term Performance Incentive Plan
and award agreements thereunder), shall apply for purposes of determining Executive’s beneficiary
under any such employee benefit plan or program.



     14. NO ASSIGNMENTS.



          (a) This Agreement is personal to each of the parties hereto. Except as provided in Section
14(b) below, no party may assign or delegate any rights or obligations hereunder without first
obtaining the written consent of the other party hereto.




          (b) The Company shall assign this Agreement to any successor to all or substantially all of
the business or assets of the Company provided that the Company shall require such successor 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 and shall deliver
a copy of such assignment to Executive.




     15. NOTICE. For the purpose of this Agreement, notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the
date of delivery if delivered by hand, (b) on the first business day following the date of deposit
if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following
the date delivered or mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:


If to Executive:



At the address shown on the records of the Company



If to the Company:



Belden Inc.

7733 Forsyth Boulevard

Suite 800

St. Louis, Missouri 63105

Attn: General Counsel





16









 









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



     16. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included
solely for convenience and shall not affect, or be used in connection with, the interpretation of
this Agreement. In the event of any inconsistency between this Agreement and any other agreement
(including but not limited to any option, long-term incentive or other equity award agreement),
plan, program, policy or practice of the Company, the terms of this Agreement shall control.



     17. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.



     18. ARBITRATION. Any dispute or controversy arising under or in connection with this
Agreement, other than injunctive relief under Section 12(h) hereof or damages for breach of
Section 12, shall be settled exclusively by arbitration, conducted before a single arbitrator in
St. Louis, Missouri, administered by the American Arbitration Association (“AAA”) in accordance
with its Commercial Arbitration Rules then in effect. The single arbitrator shall be selected by
the mutual agreement of the Company and Executive, unless the parties are unable to agree to an
arbitrator, in which case, the arbitrator will be selected under the procedures of the AAA. The
arbitrator will have the authority to permit discovery and to follow the procedures that Executive
or she determines to be appropriate. The arbitrator will have no power to award consequential
(including lost profits), punitive or exemplary damages. The decision of the arbitrator will be
final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in
any court having jurisdiction. Each party shall bear its own legal fees and costs and equally
divide the forum fees and cost of the arbitrator (unless otherwise awarded by the arbitrator).



     19. INDEMNIFICATION; LIABILITY INSURANCE. The Company and Executive shall enter into the
Company’s standard form of indemnification agreement governing his conduct as an officer and
director of the Company.



     20. AMENDMENTS; WAIVER. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed by Executive and
such officer or director as may be designated by the 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.



     21. ENTIRE AGREEMENT; MISCELLANEOUS. This Agreement together with the exhibit hereto, and
without limiting or expanding the effectiveness of Exhibits A, B and C of the Prior Agreement
except as otherwise expressly provided in this Agreement, sets forth the entire agreement of the
parties hereto in respect of the subject matter contained herein. No agreements or
representations, oral or otherwise, express or implied, with respect to the subject



17









 




matter hereof
have been made by either party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of Delaware without regard to its conflicts of law principles. The descriptive headings in
this Agreement are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or interpretation of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by
limitation and the word “or” shall be inclusive and not exclusive.




     22. CODE SECTION 409A.



          (a) It is intended that any amounts payable under this Agreement and the Company’s and
Executive’s exercise of authority or discretion hereunder shall comply with the provisions of
Section 409A and the Treasury Regulations relating thereto so as not to subject Executive to the
payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of
this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to
Executive before such time as such payment fully complies with the provisions of Section 409A and,
to the extent that any regulations or other guidance issued under Section 409A after the date of
this Agreement would result in Executive being subject to payment of interest and tax penalty under
Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into
compliance with Section 409A.




          (b) With regard to any provision herein that provides for the reimbursement of expenses or the
provision of in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements
shall be made within a commercially reasonable time after presentation of appropriate documentation
but in no event later than the end of the year immediately following the year in which Executive
incurs such reimbursable expenses, (ii) no such reimbursements or in-kind benefits will affect any
other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided,
in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation
or exchange for another payment or benefit.




          (c) Without limiting the discretion of either the Company or the Executive to terminate the
Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance
with 409A a termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits upon or following
a termination of employment unless such termination is also a separation from service (within the
meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit
thereunder)) as an employee and, for purposes of any such provision of this Agreement, references
to a “termination” or “termination of employment” shall mean separation from service as an employee
and such payments shall thereupon be made at or following such separation from service as an
employee as provided hereunder.




     23. FULL SETTLEMENT. Except as set forth in this Agreement, 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 circumstances, including, without limitation, set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have against Executive or
others, except to the extent any amounts are due the Company or



18









 




its subsidiaries or affiliates
pursuant to a judgment against Executive. In no event shall Executive be obliged to seek other
employment or take any other action by way of mitigation of the amounts payable to Executive under
any of the provisions of this Agreement, nor shall the
amount of any payment hereunder be reduced by any compensation earned by Executive as a result
of employment by another employer, except as set forth in this Agreement.




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



     25. WITHHOLDING. 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.



     26. AGREEMENT OF THE PARTIES. The language used in this Agreement will be deemed to be the
language chosen by the parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party hereto. Neither Executive nor the Company shall be
entitled to any presumption in connection with any determination made hereunder in connection with
any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.



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



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



	 	 	 	 	 
	 	BELDEN INC.

 	 
	 	By:  	/s/ John Stroup
 	 
	 	 	John Stroup, Chief Executive Officer 	 
	 	 	 	 
	 	/s/ Denis Suggs
 	 
	 	Denis Suggs 	 
	 	 	 



19









 






	 	 	 	 	 



EXHIBIT A




GENERAL RELEASE OF ALL CLAIMS





     1. For and in consideration of the promises made in the Executive Employment Agreement
(defined below), the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for
himself, his heirs, administrators, legal representatives, executors, successors, assigns, and all
other persons claiming through Executive, if any (collectively, “Releasers”), does hereby release,
waive, and forever discharge Belden Inc. (the “Company”), the Company’s subsidiaries, parents,
affiliates, related organizations, employees, officers, directors, attorneys, successors, and
assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to
Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or
claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and
costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore
has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in
consequence of, arising out of, or in any way relating to Executive’s employment with the Company
or any of its affiliates or the termination of Executive’s employment. The foregoing release and
discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any
obligations or causes of action arising from such claims, under common law including wrongful or
retaliatory discharge, breach of contract (including, but not limited to, any claims under the
Employment Agreement between the Company and Executive, dated as of June 11, 2007, as amended (the
“Employment Agreement”)) and any claims under any stock option and restricted stock units
agreements between Executive and the Company and any action arising in tort including libel,
slander, defamation or intentional infliction of emotional distress, and claims under any federal,
state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Age Discrimination in
Employment Act (ADEA), the Fair Labor Standards Act, the Americans with Disabilities Act of 1990,
the Rehabilitation Act of 1973, the Missouri Human Rights Act (R.S. MO Section 213.010 et seq.), or
the discrimination or employment laws of any state or municipality, or any claims under any express
or implied contract which Releasers may claim existed with Releasees. This release and waiver does
not apply to any claims or rights that may arise after the date Executive signs this General
Release. The foregoing release does not apply to any claims of indemnification under the
Employment Agreement or a separate indemnification agreement with the Company or rights of coverage
under directors and officers liability insurance, and the foregoing release does not apply to any
claims with respect to rights of Executive under the Employment Agreement and rights of Executive
under any employee benefit plans or programs of the Company.



     2. Excluded from this release and waiver are any claims which cannot be waived by law,
including, but not limited to, the right to participate in an investigation conducted by certain
government agencies. Executive does, however, waive Executive’s right to any monetary recovery
should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on
Executive’s behalf. Executive represents and warrants that Executive has not filed any complaint,
charge, or lawsuit against the Releasees with any government agency or any court.



D-1









 





     3. Executive agrees never to sue Releasees in any forum for any claim covered by the above
waiver and release language, except that Executive may bring a claim under the ADEA to challenge
this General Release or as otherwise provided in this General Release. If Executive violates this
General Release by suing Releasees, other than under the ADEA or as otherwise set forth in Section
1 hereof, Executive shall be liable to the Company for its reasonable attorneys’ fees and other
litigation costs incurred in defending against such a suit. Nothing in this General Release is
intended to reflect any party’s belief that Executive’s waiver of claims under ADEA is invalid or
unenforceable, it being the interest of the parties that such claims are waived.



     4. Executive acknowledges, agrees and affirms that he is subject to certain post-employment
covenants pursuant to Section 12 of the Employment Agreement, which covenants survive the
termination of his employment and the execution of this General Release.



     5. Executive acknowledges and recites that:



          (a) Executive has executed this General Release knowingly and voluntarily;




          (b) Executive has read and understands this General Release in its entirety;




          (c) Executive has been advised and directed orally and in writing (and this subparagraph (c)
constitutes such written direction) to seek legal counsel and any other advice he wishes with
respect to the terms of this General Release before executing it;




          (d) Executive’s execution of this General Release has not been coerced by any employee or
agent of the Company; and




          (e) Executive has been offered twenty-one (21) calendar days after receipt of this General
Release to consider its terms before executing it.




     6. This General Release shall be governed by the internal laws (and not the choice of laws) of
the State of Delaware, except for the application of pre-emptive Federal law.



     7. Executive shall have seven (7) days from the date hereof to revoke this General Release by
providing written notice of the revocation to the Company, as provided in Section 14 of the
Employment Agreement, upon which revocation this General Release shall be unenforceable and null
and void and in the absence of such revocation this General Release shall be binding and
irrevocable by Executive.



     PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.



	 	 	 	 	 	 	 
	Date:                     , 20___

	 	 
	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

(name)
	 	 







D-2