Exhibit 10.31


 






 


 


SUPERIOR ESSEX INC.

AMENDED AND RESTATED EXECUTIVE BONUS PLAN


 


 






 


 
















 


TABLE OF
CONTENTS


	
  ARTICLE 1

  	
   

  	
  ESTABLISHMENT OF PLAN

  	
   

  	
  1

  
	
  1.1

  	
   

  	
  Background

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Purpose

  	
   

  	
  1

  
	
  1.3

  	
   

  	
  Effective Date

  	
   

  	
  1

  
	
  ARTICLE 2

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  2.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  ARTICLE 3

  	
   

  	
  ADMINISTRATION

  	
   

  	
  4

  
	
  3.1

  	
   

  	
  Committee

  	
   

  	
  4

  
	
  3.2

  	
   

  	
  Authority of Committee

  	
   

  	
  4

  
	
  3.3

  	
   

  	
  Decisions Binding

  	
   

  	
  4

  
	
  ARTICLE 4

  	
   

  	
  ELIGIBILITY

  	
   

  	
  5

  
	
  4.1

  	
   

  	
  Designation of Participants

  	
   

  	
  5

  
	
  4.2

  	
   

  	
  Partial Year Participation

  	
   

  	
  5

  
	
  4.3

  	
   

  	
  Demotions

  	
   

  	
  5

  
	
  ARTICLE 5

  	
   

  	
  OPERATION OF THE PLAN

  	
   

  	
  5

  
	
  5.1

  	
   

  	
  Plan Structure

  	
   

  	
  5

  
	
  5.2

  	
   

  	
  Establishment of Target Bonuses

  	
   

  	
  5

  
	
  5.3

  	
   

  	
  Corporate Financial Objectives

  	
   

  	
  6

  
	
  5.4

  	
   

  	
  Business Unit Financial Objectives

  	
   

  	
  6

  
	
  5.5

  	
   

  	
  Adjustment to Financial Objectives

  	
   

  	
  6

  
	
  5.6

  	
   

  	
  Payout Form and Timing

  	
   

  	
  6

  
	
  5.7

  	
   

  	
  Terminations of Employment

  	
   

  	
  6

  
	
  ARTICLE 6

  	
   

  	
  AMENDMENT, MODIFICATION AND TERMINATION

  	
   

  	
  7

  
	
  6.1

  	
   

  	
  Amendment, Modification and Termination

  	
   

  	
  7

  
	
  6.2

  	
   

  	
  Termination After or During Plan Year

  	
   

  	
  7

  
	
  ARTICLE 7

  	
   

  	
  GENERAL PROVISIONS

  	
   

  	
  8

  
	
  7.1

  	
   

  	
  No Right to Participate

  	
   

  	
  8

  
	
  7.2

  	
   

  	
  No Right to Employment

  	
   

  	
  8

  
	
  7.3

  	
   

  	
  Withholding

  	
   

  	
  8

  
	
  7.4

  	
   

  	
  Funding

  	
   

  	
  8

  
	
  7.5

  	
   

  	
  Expenses

  	
   

  	
  8

  
	
  7.6

  	
   

  	
  Titles and Headings

  	
   

  	
  8

  
	
  7.7

  	
   

  	
  Gender and Number

  	
   

  	
  8

  
	
  7.8

  	
   

  	
  Governing Law

  	
   

  	
  8

  
	
  7.9

  	
   

  	
  Omnibus Plan Controls

  	
   

  	
  8

  



 


 



 i















SUPERIOR
ESSEX INC.

AMENDED AND RESTATED EXECUTIVE BONUS PLAN


ARTICLE 1

ESTABLISHMENT OF PLAN


1.1           BACKGROUND.  This
Amended and Restated Executive Bonus Plan (the “Executive Bonus Plan” or the “Plan”)
is a subplan of the Superior Essex Inc. 2005 Incentive Plan (“Omnibus Plan”),
consisting of a program for the grant of annual Performance-Based Cash Awards
under Article 9 of the Omnibus Plan. 
This Plan has been established and approved, and will be administered
by, the Committee pursuant to the terms of the Omnibus Plan, including without
limitation, Article 14 thereof.  It is
intended that the Performance Bonuses earned under this Plan shall be Qualified
Performance-Based Cash Awards with respect to Participants who are Covered
Employees, with the intent that the Performance Bonuses will be fully
deductible by the Company without regard to the limitations of Code Section
162(m).  The applicable Award limits of
Section 5.4 of the Omnibus Plan shall apply with respect to this Plan.  As of the Effective Date, Section 5.4 of the
Omnibus Plan provides that the aggregate dollar value of any Performance-Based
Cash Award or other cash-based award that may be paid to any one Participant
during any one calendar year under the Omnibus Plan is $3,000,000.


1.2.          PURPOSE.  The purpose of this Plan is to provide for
the payment of a cash bonus to eligible executives of the Company, the payment
of which will be based on the achievement of Performance Objectives during a
Plan Year.  Business Unit and Corporate
Financial Objectives are designed to focus on overall Corporate or Business
Unit financial results that drive shareholder value.  Unless otherwise specified by the Committee,
the Performance Objectives include Corporate Financial Objectives and Business
Unit Financial Objectives (for Business Unit executives).


1.3.          EFFECTIVE DATE.  This Plan was
originally adopted in principle by the Committee on February 23, 2005, subject
to approval as to form by the Chair of the Committee and to approval by the
stockholders of the Omnibus Plan.  This
Plan became effective on May 3, 2005, the date the Omnibus Plan was approved by
the Company’s stockholders (the “Effective Date”).  This Plan was amended and restated by the
Committee on March 29, 2006, to be effective as of the beginning of Plan Year
2006 and on February 15, 2007 to be effective as of the beginning of Plan Year
2007.


ARTICLE 2

DEFINITIONS


2.1.          DEFINITIONS.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Omnibus
Plan.  In addition, the 



 1
 









following
terms shall have the following meanings for purposes of this Plan, unless the
context in which they are used clearly indicates that some other meaning is
intended.


Adjusted Business Unit Operating Income.  A non-GAAP financial measure for a Business
Unit for a given year, which is Adjusted EBITDA of such Business Unit as
reflected in the Company’s year-end earnings release, decreased by depreciation
and amortization.  Adjusted Business Unit
Operating Income does not reflect the internal allocation of management fees
among the consolidated group.


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


(1)                                  increased
by depreciation and amortization,


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


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


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


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


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


Adjusted EPS.  A non-GAAP financial measure for the Company
for a given year, as reflected in the Company’s year-end earnings release, or
if Adjusted EPS is no longer reported, EPS. 
Adjusted EPS is generally earnings per diluted share of the Company  excluding the after-tax impact of special items detailed in
the earnings release, without duplication. 
Notwithstanding the foregoing, in the event the Company shall issue new
shares during a Plan Year, all newly issued shares in such Plan Year shall be
disregarded in calculating Adjusted EPS for that Plan Year for purposes of this
Plan; provided, however, that the Committee may choose not to disregard some or
all of such newly issued shares in the calculation of Adjusted EPS if the
effect of including such newly issued shares would be to decrease the amount of
Performance Bonuses that otherwise would be payable under this Plan for such
Plan Year.


Business Unit.  The principal business segments of the
Company during any Plan Year.  Unless
otherwise specified by the Committee, the Business Units are (i) 



 2
 









Communications and (ii) Magnet Wire and Distribution
and Copper Rod (excluding Essex Nexans Europe SAS).


Business Unit Financial Objectives.  The Business Unit Financial Objectives
established by the Committee for a Plan Year, as provided in Article 5.


Consolidated Adjusted EBITDA.  For any Plan Year, Adjusted EBITDA for the
Company as a whole (including the results of Essex Nexans Europe SAS).


Corporate Financial Objectives.  The Corporate Financial Objectives
established by the Committee for a Plan Year, as provided in Article 5.


EPS. 
Earnings per shares of the Company, as reflected in the Company’s
year-end earnings release.


Executive Bonus Plan or Plan.  The Superior Essex Inc. Amended and Restated
Executive Bonus Plan as set forth in this document together with any subsequent
amendments hereto.


GAAP.  Generally accepted accounting principles for
U.S. companies.


Performance Bonus.  The bonus payable to a Participant under this
Plan calculated by reference to the achievement of applicable Performance
Objectives, as determined in accordance with Article 5.


Performance Objectives.  Collectively with respect to a Participant,
the Corporate Financial Objectives and Business Unit Financial Objectives (if
applicable), as provided in Article 5.


Plan Year.  January 1 to December 31 of each year.


Target Bonus.  Has the meaning described in Section 5.2.


Triggering Acquisition.  An acquisition (or combination of
acquisitions) in which the acquired entity’s EBITDA (on a proforma basis) for
the four quarters completed immediately prior to consummation of the
acquisition is equal to one percent (1%) or more of the Adjusted EBITDA for the
Company (on a consolidated basis) for the same period.


Triggering Disposition.  The disposition of businesses, product lines
or interests that, individually or in the aggregate, represent one percent (1%)
or more of the Company’s target Adjusted EBITDA (on a consolidated basis) for
the four fiscal quarters completed immediately prior to the consummation of the
disposition.



 3
 









ARTICLE 3

ADMINISTRATION


3.1.          COMMITTEE.  This Plan shall be administered by the
Committee.


3.2.          AUTHORITY OF COMMITTEE.  Without limiting its authority under Article
4 of the Omnibus Plan, the Committee has the exclusive power, authority and
discretion to:


(a)  Designate Participants for each Plan Year;


(b)  Establish and review Performance Objectives
and weightings for different Performance Objectives for each Plan Year;


(c)  Establish Target Bonuses for Participants for
each Plan Year;


(d)  Determine whether and to what extent
Performance Objectives were achieved for each Plan Year;


(e)  Decrease the Performance Bonus otherwise
payable to any Participant resulting from the achievement of financial
Performance Objectives in any Plan Year, based on such subjective factors as
the Committee shall deem relevant, in accordance with the parameters, if any,
set forth in the relevant Schedule (for example, a Schedule permits such
reduction by up to X%);


(f)  Increase the Performance Objectives or
decrease the Performance Bonus otherwise payable to any Participant resulting
from the achievement of financial Performance Objectives in any Plan Year, if
the Committee determines that the Performance Objectives would result in
payouts that would be disproportionate to the Company’s performance or other
extraordinary circumstances merit a reduction in the amounts earned;


(g)  Establish, adopt or revise any rules and
regulations as it may deem necessary or advisable to administer this Plan;


(h)  Make all other decisions and determinations
that may be required under this Plan or as the Committee deems necessary or
advisable to administer this Plan; and


(i)  Amend this Plan as provided herein.


3.3.          DECISIONS BINDING.  The Committee’s interpretation of this Plan
and all decisions and determinations by the Committee with respect to this Plan
are final, binding, and conclusive on all parties.



 4
 









ARTICLE 4

ELIGIBILITY


4.1.          DESIGNATION
OF PARTICIPANTS.  Exhibit A hereto
lists the Executives who are designated as Participants in this Plan.  The Committee, in its discretion, may
determine whether other positions may qualify for participation in all or any
portion of this Plan for any subsequent Plan Year or change Target Bonuses of
existing Participants, subject to the terms of any Employment Agreement with
the Participant.  Before March 31 of each
Plan Year, the Committee shall approve and substitute a new Exhibit A
indicating the Participants and their Target Bonuses for that Plan Year.  The Committee will notify or cause
Participants to be notified of their eligibility to participate, and the terms
thereof, in writing.


4.2.          PARTIAL YEAR PARTICIPATION.  If a Participant begins employment or is
promoted to an eligible position after the beginning of a Plan Year, the
Committee, in its discretion, may determine whether such employee may
participate in this Plan and if so, the terms of such participation, which will
be pro rated based on the number of days such person participated in this Plan
during the Plan Year, unless the Committee determines otherwise.  If a Participant takes a leave of absence
during the Plan Year for any reason the Participant will receive a pro rata
share of a Performance Bonus, if any, for such Plan Year, unless the Committee
decides otherwise.


4.3.          DEMOTIONS.  If a Participant is demoted during the Plan
Year, the Committee will determine whether Plan participation ends at that
time, or is continued, perhaps at a reduced level.  If participation ends, any Performance Bonus
earned during the time of participation will be prorated for the Plan Year.


ARTICLE 5

OPERATION OF THE PLAN


5.1.          PLAN
STRUCTURE.  Each Participant shall be
eligible to receive a Performance Bonus for the Plan Year if the Company meets
or exceeds certain Performance Objectives set by the Committee.


5.2.          ESTABLISHMENT OF TARGET BONUSES.  Exhibit A sets forth the percentage of each
Participant’s base salary that will be awarded to the Participant if the established
Performance Objectives are achieved at the target level (the “Target Bonus”).  Each Participant’s Target Bonus percentage
will be communicated in writing to the Participant unless such target is
specified in his or her Employment Agreement with the Company.  The actual Performance Bonus to a Participant
may be greater or less than his or her Target Bonus, depending on the level of
achievement of Performance Objectives, as provided in the relevant Schedule,
and depending on whether the Committee exercises its discretion to reduce a
resulting Performance Bonus as provided herein or in the relevant Schedule.



 5
 









5.3.          CORPORATE FINANCIAL OBJECTIVES.  Before March 31 of each Plan Year, the
Committee shall approve the Corporate Financial Objectives for the Plan Year
for corporate-level Participants, based on any one or more of the Qualified
Business Criteria listed in Section 14.2 of the Omnibus Plan, and shall set
forth such Corporate Financial Objectives in one or more Schedules attached to
this Plan document.  Such Corporate
Financial Objectives for the current Plan Year are reflected in Schedule
I.  The Schedule provides the formula for
determining a Participant’s Performance Bonus based on the level of achievement
of Corporate Financial Objectives.


5.4.          BUSINESS UNIT FINANCIAL OBJECTIVES.  Before March 31 of each Plan Year, the
Committee shall approve the Corporate Financial Objectives, if any, and
Business Unit Financial Objectives for the Plan Year for Business Unit
Participants, based on any one or more of the Qualified Business Criteria
listed in Section 14.2 of the Omnibus Plan, and shall set forth any such
Corporate Financial Objectives and Business Unit Financial Objectives in one or
more Schedules attached to this Plan document. 
The Corporate Financial Objectives and Business Unit Financial
Objectives for the current Plan Year are reflected in Schedule II.  The Schedule provides the formula for
determining a Participant’s Performance Bonus based on the level of achievement
of Business Unit Financial Objectives and Corporate Financial Objectives.


5.5.          ADJUSTMENT TO FINANCIAL OBJECTIVES  If prior to the end of a Plan Year the
Company engages in a Triggering Disposition or a Triggering Acquisition, in
each case a “Re-Set Event,” the Corporate Financial Objectives and Business
Unit Financial Objectives for the Plan Year shall be adjusted, effective as of
the date of the Re-Set Event, (x) to reflect any Triggering Disposition by
eliminating from the original Corporate and/or Business Unit Financial Objectives,
as applicable, the plan business results relating to the disposed business for
the remainder of the Plan Year, and (y) to reflect any Triggering Acquisition,
by establishing supplemental Corporate Financial Objectives and/or Business
Unit Financial Objectives, as the Committee deems appropriate, with respect to
the acquired business, which may be zero. 
Notwithstanding the foregoing, the Committee may choose not to make one
or more such adjustments if the effect of not making such adjustment would be
to decrease the amount of Performance Bonuses that otherwise would be payable
under this Plan for such Plan Year. 
Nothing in this Section 5.5 will be construed to authorize the Committee
to take actions under this Section 5.5 that would preclude the Performance
Bonuses from qualifying for the Section 162(m) Exemption (as defined in the
Omnibus Plan).


5.6.          PAYOUT FORM AND TIMING.  Subject to Section 5.7 hereof in the case of
termination of employment, Performance Bonuses will be paid within thirty (30)
days after the Committee determines whether and to what extent Performance
Objectives were achieved, but no later than March 15 next following the end of
the Plan Year for which the Performance Bonuses, if any, were earned.


5.7.          TERMINATION OF EMPLOYMENT.  In the event of the termination of a
Participant’s employment prior to the end of the Plan Year by reason of the
Participant’s death, Disability, Retirement, termination by the Company without
Cause, 



 6
 









or resignation by
the Participant for Good Reason, the Participant will be paid a Performance
Bonus equal to the pro rata portion of the Target Bonus that would otherwise be
payable as if the performance through the date of termination was the
performance for the Plan Year, provided that the applicable Performance
Objectives are met for the portion of the Plan Year during which the
Participant was employed by the Company (for example, if actual performance
through the date of termination represented 90% of target Performance
Objectives for the Plan Year, the Participant would be entitled to a prorata
portion of the corresponding percentage of his or her Target Bonus based on the
applicable performance matrix, and if the threshold level of performance was
not achieved, no bonus would be paid). 
As soon as practicable after the date of termination, the Committee
shall make a determination as to the extent to which Performance Objectives had
been achieved for the portion of the Plan Year during which the Participant was
employed, and the Performance Bonus to the terminated Participant will be paid
within thirty days after such determination. 
Any amounts paid on behalf of a deceased Participant will be paid to the
Participant’s Beneficiary.  For
terminations after the end of the Plan Year, but before payout from this Plan,
payout will be made as though the termination had not occurred.


ARTICLE 6

AMENDMENT, MODIFICATION AND TERMINATION


6.1.          AMENDMENT,
MODIFICATION AND TERMINATION.  The
Committee may, at any time and from time to time, amend, modify or terminate
this Plan.  The Committee may condition
any amendment or modification on the approval of shareholders of the Company if
such approval is necessary or deemed advisable with respect to tax, securities
or other applicable laws, policies or regulations, including without limitation
Code Section 162(m).


6.2.          TERMINATION AFTER OR DURING PLAN
YEAR.  Termination of this Plan after
a Plan Year but before Performance Bonuses are paid for that Plan Year will not
reduce Participants’ rights to receive Performance Bonuses for the Plan
Year.  Termination or amendment of this
Plan during a Plan Year may be retroactive to the beginning of the Plan Year,
at the discretion of the Committee.  If
any amendment or termination occurs during a Plan Year, the Committee shall
determine when and to what extent Performance Bonuses, if any, shall be paid
for the portion of the Plan Year preceding the amendment or termination,
provided that if a Change in Control occurs, no such amendment or termination
may adversely affect amounts payable to a Participant without the consent of
the Participant.



 7
 









ARTICLE 7

GENERAL PROVISIONS


7.1.          NO
RIGHT TO PARTICIPATE.  No officer or
employee shall have any right to be selected to participate in this Plan.


7.2.          NO RIGHT TO EMPLOYMENT.  Nothing in this Plan shall interfere with or
limit in any way the right of the Company or any Subsidiary to terminate any
Participant’s employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any Subsidiary.


7.3.          WITHHOLDING.  The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy federal, state, and local
taxes (including the Participant’s FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of this Plan.


7.4.          FUNDING.  Benefits payable under this Plan to a Participant or to a Beneficiary will be paid by the Company from its general assets.  The Company is not required to segregate on its books or otherwise establish any funding procedure for any amount to be used for the payment of benefits under this Plan.  The Company may, however, in its sole discretion, set funds aside in investments to meet its anticipated obligations under this Plan.  Any such action or set-aside may not be deemed to create a trust of any kind between the Company and any Participant or beneficiary or to constitute the funding of any Plan benefits.  Consequently, any person entitled to a payment under this Plan will have no rights greater than the rights of any other unsecured creditor of the Company.


7.5.          EXPENSES.  The expenses of administering this Plan shall
be borne by the Company and its Subsidiaries.


7.6.          TITLES AND HEADINGS.  The titles and headings of the Sections in
this Plan are for convenience of reference only, and in the event of any
conflict, the text of this Plan, rather than such titles or headings, shall
control.


7.7.          GENDER AND NUMBER.  Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.


7.8.          GOVERNING LAW.  To the extent not governed by federal law,
this Plan shall be construed in accordance with and governed by the laws of the
State of Delaware.


7.9           OMNIBUS PLAN CONTROLS.  This Plan is adopted pursuant to and shall be
governed by and construed in accordance with the Omnibus Plan.  In the event of any actual or alleged
conflict between the provisions of the Omnibus Plan and the 



 8
 









provisions of this
Plan, the provisions of the Omnibus Plan shall be controlling and
determinative.


The
foregoing is hereby acknowledged as being the Superior Essex Inc. Amended and
Restated Executive Bonus Plan as adopted by the Committee on February 15, 2007,
to be effective as of January 1, 2007.


 


	
  

  	
  SUPERIOR ESSEX INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Barbara L. Blackford

  	
   

  
	
   

  	
  Barbara L. Blackford

  	
   

  
	
   

  	
  Executive Vice President,

  	
   

  
	
   

  	
  General Counsel and Corporate Secretary

  	
   

  



 


 



 9















 


EXHIBIT A


PARTICIPANTS AND TARGET BONUS PERCENTAGES EFFECTIVE JANUARY
1, 2007

UNDER THE AMENDED AND RESTATED EXECUTIVE BONUS PLAN


 




	
  Name

  	
   

  	
  % of Base Salary Payable at

  Target Achievement of

  Performance Objectives

  	
   

  
	
  Stephen M. Carter, CEO

  	
   

  	
   

  	
  100

  	
  %

  	
   

  
	
  David S.
  Aldridge, CFO

  	
   

  	
   

  	
  55

  	
  %

  	
   

  
	
  Justin F. Deedy,
  Jr., EVP and President, Communications Group

  	
   

  	
   

  	
  55

  	
  %

  	
   

  
	
  H. Patrick Jack,
  EVP and President, Essex Group

  	
   

  	
   

  	
  55

  	
  %

  	
   

  
	
  Barbara L.
  Blackford, EVP, General Counsel and Secretary

  	
   

  	
   

  	
  55

  	
  %

  	
   

  
	
  Debrah Baker-Oliver,
  SVP, Administrative Services

  	
   

  	
   

  	
  40

  	
  %

  	
   

  
	
  Tracye Gilleland, SVP, Controller

  	
   

  	
   

  	
  40

  	
  %

  	
   

  






 


 



 A-1














 


2007 Executive Bonus Plan Model


Schedule I


Corporate Model


(Participants as shown in “Exhibit A, Amended and Restated
Executive Bonus Plan”)


 


 


	
  Consolidated Adjusted EBITDA Driver

  	
   

  	
  50%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consolidated Adjusted EBITDA (%
  Target Achieved versus Plan)

  	
   

  	
  < 79%

  	
   

  	
  79%

  	
   

  	
  82%

  	
   

  	
  86%

  	
   

  	
  90%

  	
   

  	
  95%

  	
   

  	
  100%

  	
   

  	
  105%

  	
   

  	
  110%

  	
   

  	
  115%

  	
   

  	
  120%

  	
   

  	
  125%

  	
   

  	
  > 125%

  	
   

  
	
  Consolidated Adjusted EBITDA
  ($M)*

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  % Payout**

  	
   

  	
  0%

  	
   

  	
  20%

  	
   

  	
  35%

  	
   

  	
  50%

  	
   

  	
  75%

  	
   

  	
  90%

  	
   

  	
  100%

  	
   

  	
  120%

  	
   

  	
  140%

  	
   

  	
  160%

  	
   

  	
  180%

  	
   

  	
  200%

  	
   

  	
  200%

  	
   

  



 


Note: When
performance falls between two points, interpolation shall occur.


 


 


	
  Adjusted
  EPS Driver

  	
   

  	
  50%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adjusted EPS*

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  % Payout**

  	
   

  	
  0%

  	
   

  	
  20%

  	
   

  	
  50%

  	
   

  	
  85%

  	
   

  	
  95%

  	
   

  	
  100%

  	
   

  	
  120%

  	
   

  	
  140%

  	
   

  	
  160%

  	
   

  	
  180%

  	
   

  	
  200%

  	
   

  	
  200%

  	
   

  



 


Note: When performance
falls between two points, interpolation shall occur.


 


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


 


** If either the threshold level of Consolidated Adjusted EBITDA or
Adjusted EPS is achieved, an additional bonus (the “Personal Performance
Bonus”) will be added to the Performance Bonus in an amount equal to 20% of the
total Performance Bonus calculated as provided under the Consolidated Adjusted
EBITDA Driver and the Adjusted EPS Driver (“Driver Performance Bonus”);
provided that the Committee, in its sole and absolute discretion, based on its
assessment of individual performance, may decrease or eliminate such Personal
Performance Bonus.  In addition, the
amounts to be paid as Driver Performance Bonus, if any, may be reduced by the
Committee, in its sole and absolute discretion, by up to 20% based on its
assessment of an Executive’s individual performance.  It is contemplated that the Committee will
eliminate or reduce the Personal Performance Bonus unless the Committee
assesses that special individual performance merits payment of the Personal
Performance Bonus.


 











 


2007 Executive Bonus Plan Model


Schedule II


Business Unit Model


(Participants as shown in “Exhibit A, Amended and Restated
Executive Bonus Plan”)


 


 


	
  Communications Div. Adjusted Operating Income
  (O.I.) Driver

  	
   

  	
  75%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adjusted
  O.I. (% Target Achieved versus Plan)

  	
   

  	
  < 83%

  	
   

  	
  83%

  	
   

  	
  87%

  	
   

  	
  92%

  	
   

  	
  96%

  	
   

  	
  100%

  	
   

  	
  120%

  	
   

  	
  128%

  	
   

  	
  135%

  	
   

  	
  143%

  	
   

  	
  150%

  	
   

  	
  > 150%

  	
   

  
	
  Adjusted O.I. ($M)*

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  %
  Payout**

  	
   

  	
  0%

  	
   

  	
  20%

  	
   

  	
  50%

  	
   

  	
  67%

  	
   

  	
  83%

  	
   

  	
  100%

  	
   

  	
  120%

  	
   

  	
  140%

  	
   

  	
  160%

  	
   

  	
  180%

  	
   

  	
  200%

  	
   

  	
  200%

  	
   

  



 


Note: When performance falls between two points, interpolation shall
occur.


 


 


	
  Essex Div. Adjusted Operating Income (O.I.)
  Driver

  	
   

  	
  75%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adjusted
  O.I. (% Target Achieved versus Plan)

  	
   

  	
  <80%

  	
   

  	
  80%

  	
   

  	
  85%

  	
   

  	
  90%

  	
   

  	
  95%

  	
   

  	
  100%

  	
   

  	
  105%

  	
   

  	
  110%

  	
   

  	
  115%

  	
   

  	
  120%

  	
   

  	
  125%

  	
   

  	
  > 125%

  	
   

  
	
  Adjusted O.I. ($M)*

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  %
  Payout**

  	
   

  	
  0%

  	
   

  	
  20%

  	
   

  	
  50%

  	
   

  	
  67%

  	
   

  	
  84%

  	
   

  	
  100%

  	
   

  	
  120%

  	
   

  	
  140%

  	
   

  	
  160%

  	
   

  	
  180%

  	
   

  	
  200%

  	
   

  	
  200%

  	
   

  



 


Note: When performance falls between two points, interpolation shall
occur.


 


 


	
  Consolidated
  Adjusted EBITDA Driver

  	
   

  	
  25%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consolidated Adjusted EBITDA (%
  Target Achieved versus Plan)

  	
   

  	
  <79%

  	
   

  	
  79%

  	
   

  	
  82%

  	
   

  	
  86%

  	
   

  	
  90%

  	
   

  	
  95%

  	
   

  	
  100%

  	
   

  	
  105%

  	
   

  	
  110%

  	
   

  	
  115%

  	
   

  	
  120%

  	
   

  	
  125%

  	
   

  	
  >
  125%

  	
   

  
	
  Consolidated Adjusted EBITDA
  ($M)*

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
  % Payout**

  	
   

  	
  0%

  	
   

  	
  20%

  	
   

  	
  35%

  	
   

  	
  50%

  	
   

  	
  75%

  	
   

  	
  90%

  	
   

  	
  100%

  	
   

  	
  120%

  	
   

  	
  140%

  	
   

  	
  160%

  	
   

  	
  180%

  	
   

  	
  200%

  	
   

  	
  200%

  	
   

  



 


Note: When performance falls between two points, interpolation shall
occur.


 


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


 


** If either the threshold level of Adjusted Operating Income or
Consolidated Adjusted EBITDA is achieved, an additional bonus (the “Personal
Performance Bonus”) will be added to the Performance Bonus in an amount equal
to 20% of the total Performance Bonus calculated as provided under the Adjusted
Operating Income Driver and the Consolidated Adjusted EBITDA Driver (“Driver
Performance Bonus”); provided that the Committee, in its sole and absolute
discretion, based on its assessment of individual performance, may decrease or
eliminate such Personal Performance Bonus. 
In addition, the amounts to be paid as Driver Performance Bonus, if any,
may be reduced by the Committee, in its sole and absolute discretion, by up to
20% based on its assessment of an Executive’s individual performance.  It is contemplated that the Committee will
eliminate or reduce the Personal Performance Bonus unless the Committee assesses
that special individual performance merits payment of the Personal Performance
Bonus.