EX-10.45







EXHIBIT 10.45




	 	 	 	 	 
	
	 	 	 	 
	 

	 	7733 Forsyth Blvd., Suite 800
	 	Phone: 314.854-8000
	 

	 	St. Louis, MO 63105
	 	Fax: 314/854-8001
	 
	 	 	 	 
	 

	 	 	 	www.Belden.com






January 27, 2009




Mr. Louis Pace

710 N. Wright

Naperville, IL 60563




Re: Separation Agreement




Dear Louis:




     As discussed, your employment with Belden Inc. as President of Specialty Products Division
(the “Company”) and all subsidiaries will terminate effective on the close of business of January
31, 2009 (the “Separation Date”). This letter confirms all of you entitlements arising out of your
employment with and separation from the Company pursuant to your Amended and Restated Executive
Employment Agreement of December 19, 2008 (“Agreement”). You will receive:



	 	 	 	 	 	 	 
	1.

	 	A severance payment equal to one times the sum of your
current annual base salary and your 2008 target annual
cash incentive award. Your target bonus was computed
using your salary at January 1, 2009 ($260,000) X 70%
(your bonus percentage) X a financial factor of 1 X a
personal performance factor of 1. You will receive this
amount in equal monthly payroll installments over a
twelve (12) month period commencing on February 1, 2009
	 	$	442,000	 
	 
	 	 	 	 	 	 
	2.

	 	If payable, a 2008 annual cash incentive award payable
in accordance with the terms of our annual cash
incentive plan and as determined by the Compensation
Committee in February 2009. At its February meeting,
the Compensation Committee will consider the adjustments
to the financial factor management is proposing and your
personal performance factor will be based on your review
with John. Because of these open items, we cannot
include the amount of any award at this time.
	 	 	T-B-D	 
	 
	 	 	 	 	 	 
	3.

	 	Subject to your continued co-payment of premiums,
continued participation for twelve (12) months in the
Company’s medical benefits plan which covers you and
your eligible dependents upon the same terms and
conditions (except for the requirement of you continued
employment) in effect for active employees	 	 	 	 






 









 







Mr. Louis Pace

January 27, 2009

Page 2




	 	 	 	 	 
	 

	 	of the Company. If you obtain other employment that offers
substantially similar or more favorable medical
benefits, continuation of such coverage by the Company
will end. These health benefits will reduce the period
of coverage (and count against your right to healthcare
continuation benefits under COBRA) by twelve (12)
months.
	 	 






     You are entitled to your accrued and unpaid salary through the Separation Date as well as
accrued and unused vacation in accordance with Company policy (i.e., four weeks which will be
included in your February 28, 2009 pay statement). You also are entitled to all accrued, vested
and unpaid benefits under all retirement, pension and deferred compensation plans of the Company in
which you are participating on the Separation Date (i.e., the Company’s retired savings plan (401-k
plan) plus the amount allocated to you in the excess defined benefit plan, which is projected to be
at January 31, 2009 $25,000 and which you will receive in February 2010). All such benefits shall
be paid in accordance with the terms of the applicable plans and, where applicable, your previous
elections. You are not eligible for retirement plan contributions with respect to payments made
under sections 1, 2 or 3 above.



     You will have the right to exercise the following SARs for ninety days following your
Separation Date:



	 	 	 	 	 	 	 	 	 
	SARs	 	 	 	Exercise Price
	 	4,000	 	 	 
	 	$	30.90	 
	 	1,967	 	 	 
	 	$	47.705	 






     All other stock options, RSUs, SARs, PSUs and other equity-based and long-term incentive
awards (whether or not equity-based) shall lapse, and all such equity awards shall not be
exercisable, as of the Separation Date.



     The Company will, to the extent required by applicable law, withhold from your amounts payable
above, the amount of any withholding tax due with respect to such amounts.



     We will give you an opportunity to review any announcement (internal or public) regarding your
departure from the Company before issuance. You may use any executive recruiter to obtain
employment that the Company may use (or has used) provided you comply with your non-competition
covenants. You agree to promptly return to the Company all tangible and intangible property of the
Company, whether prepared by you or otherwise coming into your possession, and whether written,
electronic or in any other format, including, without limitation, all files, records, documents,
customer lists, software and equipment (such as personal computers, disks and disk drives, mobile
communications devices).



 









 





Mr. Louis Pace

January 27, 2009

Page 3




     Payment of the amounts and benefits set forth above will be contingent on your returning to us
by January 31, 2009 the signed General Release of All Claims that accompanies this letter and the
revocation period set out in the general release having expired, or, in the case of Company
employee plan benefits, such later day as may be provided in accordance with the applicable Company
benefit plan in which you are a participant. All amounts hereunder also are conditioned upon your
resignation from all offices of the Company and all subsidiaries held by you.



     We ask that you sign this letter below confirming your understanding above. This letter may be
executed in one or more counterparts, each of which shall constitute an original for all purposes,
and all of which taken together shall constitute one and the same agreement.



	 	 	 	 	 	 	 
	 	 	BELDEN INC.	 	 
	 
	 	 	 	 	 	 
	/s/ Louis Pace
 

Louis Pace

	 	By:

Name:

Title:
	 	/s/ Kevin Bloomfield
 

Kevin Bloomfield
 

Vice President, Secretary and
 

General Counsel