Exhibit
10.42


 






 


 


SUPERIOR ESSEX INC.

DIRECTOR COMPENSATION PLAN


 


 






 
















 


SUPERIOR ESSEX INC.

DIRECTOR COMPENSATION PLAN


TABLE OF CONTENTS


	
  ARTICLE 1

  	
   

  	
  PURPOSE

  	
   

  	
  1

  
	
  1.1

  	
   

  	
  Background

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Purpose

  	
   

  	
  1

  
	
  1.3

  	
   

  	
  Eligibility

  	
   

  	
  2

  
	
  ARTICLE 2

  	
   

  	
  DEFINITIONS

  	
   

  	
  2

  
	
  2.1

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
  ARTICLE 3

  	
   

  	
  ADMINISTRATION

  	
   

  	
  7

  
	
  3.1

  	
   

  	
  Administration

  	
   

  	
  7

  
	
  3.2

  	
   

  	
  Reliance

  	
   

  	
  7

  
	
  3.3

  	
   

  	
  Indemnification

  	
   

  	
  8

  
	
  ARTICLE 4

  	
   

  	
  SHARES

  	
   

  	
  8

  
	
  4.1

  	
   

  	
  Source of Shares for
  the Plan

  	
   

  	
  8

  
	
  ARTICLE 5

  	
   

  	
  CASH COMPENSATION

  	
   

  	
  9

  
	
  5.1

  	
   

  	
  Basic Annual Retainer

  	
   

  	
  9

  
	
  5.2

  	
   

  	
  Supplemental Annual
  Retainer

  	
   

  	
  9

  
	
  5.3

  	
   

  	
  Meeting Fees

  	
   

  	
  10

  
	
  5.4

  	
   

  	
  Travel Expense
  Reimbursement

  	
   

  	
  10

  
	
  ARTICLE 6

  	
   

  	
  EQUITY COMPENSATION

  	
   

  	
  11

  
	
  6.1

  	
   

  	
  Equity Awards

  	
   

  	
  11

  
	
  6.2

  	
   

  	
  Award Certificates

  	
   

  	
  19

  
	
  6.3

  	
   

  	
  Adjustments

  	
   

  	
  19

  
	
  6.4

  	
   

  	
  Tax Matters

  	
   

  	
  19

  
	
  ARTICLE 7

  	
   

  	
  AMENDMENT, MODIFICATION
  AND TERMINATION

  	
   

  	
  20

  
	
  7.1

  	
   

  	
  Amendment, Modification
  and Termination

  	
   

  	
  20

  
	
  ARTICLE 8

  	
   

  	
  GENERAL PROVISIONS

  	
   

  	
  21

  
	
  8.1

  	
   

  	
  Duration of the Plan

  	
   

  	
  21

  
	
  8.2

  	
   

  	
  Expenses of the Plan

  	
   

  	
  21

  



 



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  SCHEDULE I — DIRECTOR COMPENSATION SCHEDULE

  	
   

  	
  SI-1

  
	
  SCHEDULE II — FORMS OF AWARD
  CERTIFICATES

  	
   

  	
  SII-1

  



 


 



 ii















SUPERIOR ESSEX INC.

DIRECTOR COMPENSATION PLAN


ARTICLE 1

PURPOSE


1.1.          BACKGROUND.  This plan is adopted to formalize the
compensation for non-employee directors of the Company.  The Board initially adopted the Superior
Essex Inc. Director Compensation Plan on October 26, 2004, which became
effective on November 10, 2004 and was amended and restated as the Superior
Essex Inc. 2005 Amended and Restated Director Compensation Plan (collectively,
the “Prior Plans”).   The Prior Plans are
being amended and restated by the adoption of this Director Compensation Plan
(the “Plan”).


1.2.          PURPOSE.  The purpose of the Plan is to attract,
retain and compensate highly-qualified individuals who are not employees of the
Company or any of its Subsidiaries or Affiliates for service as members of the
Board by providing them with competitive compensation and an equity interest in
the Common Stock of the Company.  The
Company intends that the Plan will benefit the Company and its stockholders by
allowing Non-Employee Directors to have a personal financial stake in the
Company through an ownership interest in the Common Stock and will closely
associate the interests of Non-Employee Directors with that of the Company’s
stockholders.


1.3.          ELIGIBILITY.  Non-Employee
Directors of the Company who are Eligible Participants, as defined below, shall
automatically be participants in the Plan.


ARTICLE 2

DEFINITIONS


2.1.          DEFINITIONS.  Capitalized terms
used herein and not otherwise defined shall have the meanings given such terms
in the LTIP.  Unless the context clearly
indicates otherwise, the following terms shall have the following meanings:


(a)           “Annual
Equity Award Amount” means with respect to all Non-Employee Directors for each
Plan Year, the amount determined by the Board from time to time.


(b)            “Basic
Annual Retainer” means the annual cash retainer (excluding Meeting Fees and
expenses) payable by the Company to a Non-Employee Director pursuant to Section
5.1 hereof for service as a director of the Company (i.e., excluding any
Supplemental Annual Retainer); as such amount may be determined by the Board
from time to time.


(c)           “Board”
means the Board of Directors of the Company.



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(d)           “Board Chair” means the Non-Employee
Director who has been designated by the Board as the Chair of the Board, or if
the Chair is not Independent within the meaning of the rules of NASDAQ and the
Board’s Governance Principles, a Non-Employee Director appointed as lead
director of the Board under the Board’s Governance Principles.  The Board Chair shall have such duties as
shall be assigned to him or her by the Board in the Governance Principles.


(e)           “Committee”
means the Compensation Committee of the Board.


(f)            “Common
Stock” means the common stock, par value $0.01 per share, of the Company.


(g)           “Company”
means Superior Essex Inc., a Delaware corporation.


(h)           “Deferral
Election” means the election by the Committee to allow Participants to select
an Elected Conversion Date or to elect to receive all or a portion of the Total
Annual Retainer in the form of an Equity Award.


(i)            “Disability”
means any illness or other physical or mental condition of a Non-Employee
Director that renders him or her incapable of performing as a director of the
Company, or any medically determinable illness or other physical or mental
condition resulting from a bodily injury, disease or mental disorder which, in
the judgment of the Committee, is permanent and continuous in nature.  The Committee may require such medical or
other evidence as it deems necessary to judge the nature and permanency of a
Non-Employee Director’s condition.


(j)            “Effective
Date” of the Plan means November 10, 2004.


(k)           “Elected
Conversion Date” means any of the following dates elected by a Participant to
be the Conversion Date for his or her vested RSUs: (A) the first anniversary of
the Grant Date (or three months after such date, if such date is the date of
grantee’s Separation from Service); (B) three months after the date that the
Non-Employee Director incurs a Separation from Service for any reason, or (C)
the earlier of (x) a date certain specified by the Non-Employee Director, or
(y) three months after the date that the Non-Employee Director incurs a
Separation from Service for any reason.


(l)            “Eligible
Participant” means any person who is a Non-Employee Director on the Effective
Date or becomes a Non-Employee Director while this Plan is in effect; except
that any director who is a former employee shall not be an Eligible Participant
for a period of one year following the date of termination of employment.


(m)          “Equity
Award” means stock options, restricted stock, restricted stock units, stock
appreciation rights, or other awards based on or derived from the Common Stock
which are authorized under the LTIP for award to Non-Employee Directors.



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(n)           “Grant
Date” means (i) (A) with respect to an Initial RSU, the day the Participant
becomes a director and (B) with respect to all other awards, the day following
the annual shareholders meeting or (ii) such other date as may be established
by the Committee.


(p)           “LTIP” means the Superior Essex Inc.
2005 Incentive Plan, and any subsequent equity compensation plan approved by
the Board and designated as the LTIP for purposes of this Plan.


(q)           “Meeting
Fees” means fees for attending a meeting of the Board or one of its Committees as
set forth in Section 5.3 hereof.


(r)            “Non-Employee
Director” means a director of the Company who is not an employee of the Company
or any of its Subsidiaries or Affiliates.


(s)           “Plan”
means this Superior Essex Inc. Director Compensation Plan, as amended from time
to time.


(t)            “Plan
Year(s)” means the approximate twelve-month periods between annual meetings of
the stockholders of the Company.


(u)           “Retirement”
of a Non-Employee Director means the failure to stand for reelection or
other retirement as a director of the Company after attaining age sixty-five (65), or
such earlier retirement date as may be approved by the Committee with regard to such
Non-Employee Director, provided that, in any such case, the Non-Employee
Director incurs a Separation from Service.


(v)           “Secretary”
means the Corporate Secretary of the Company.


(w)          “Separation
from Service” means separation from service for the Company and its Affiliates
in all capacities, within the meaning of Section 409A of the Code and any
regulations, revenue procedures or revenue rulings applicable to such law.


(x)            “Supplemental
Annual Retainer” means the annual retainer (excluding Meeting Fees and
expenses) payable by the Company to a Non-Employee Director pursuant to Section
5.2 hereof for service as Board Chair or chair or member of a committee of the
Board; as such amount may be determined by the Board from time to time.


(y)           “Total
Annual Retainer” for any given Non-Employee Director means the Basic Annual
Retainer and any Supplemental Annual Retainer to which he or she is entitled
under the Plan.


(z)            “Vesting
Date” means the earliest of (x) the first anniversary of the applicable Grant
Date, (y) the grantee’s death, Disability or Retirement, or (z) the 



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grantee’s
Separation from Service within one year after the effective date of a Change in
Control.


ARTICLE 3

ADMINISTRATION


3.1.          ADMINISTRATION.  The Plan shall be
administered by the Committee.  Subject
to the provisions of the Plan, the Committee shall be authorized to interpret
the Plan, to establish, amend and rescind any rules and regulations relating to
the Plan, and to make all other determinations necessary or advisable for the
administration of the Plan.  The
Committee’s interpretation of the Plan, and all actions taken and
determinations made by the Committee pursuant to the powers vested in it
hereunder, shall be conclusive and binding upon all parties concerned including
the Company, its stockholders and persons granted awards under the Plan.  The Committee may appoint a plan
administrator to carry out the ministerial functions of the Plan, but the
administrator shall have no other authority or powers of the Committee.


3.2.          RELIANCE.  In
administering the Plan, the Committee may rely upon any information
furnished by the Company, its public accountants and other experts.  No individual will have personal liability by
reason of anything done or omitted to be done by the Company or the Committee
in connection with the Plan.  This
limitation of liability shall not be exclusive of any other limitation of
liability to which any such person may be entitled under the Company’s
certificate of incorporation or otherwise.


3.3.          INDEMNIFICATION.  Each person who is or has been a member of
the Committee or who otherwise participates in the administration or operation
of the Plan shall be indemnified by the Company against, and held harmless
from, any loss, cost, liability or expense that may be imposed upon or incurred
by him or her in connection with or resulting from any claim, action, suit or
proceeding in which such person may be involved by reason of any action taken
or failure to act under the Plan and shall be fully reimbursed by the Company
for any and all amounts paid by such person in satisfaction of judgment against
him or her in any such action, suit or proceeding, provided he or she will give
the Company an opportunity, by written notice to the Board, to defend the same
at the Company’s own expense before he or she undertakes to defend it on his or
her own behalf.  This right of
indemnification shall not be exclusive of any other rights of indemnification
to which any such person may be entitled under the Company’s certificate of
incorporation, bylaws, contract or Delaware law.


ARTICLE 4

SHARES


4.1.          SOURCE
OF SHARES FOR THE PLAN.  Equity  Awards
that may be issued pursuant to the Plan shall be issued under the LTIP, subject
to all of the terms and conditions of the LTIP. 
The terms contained in the LTIP are incorporated into and made a part of
this Plan with respect to Equity Awards granted pursuant hereto, and any such 



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awards
shall be governed by and construed in accordance with the LTIP.  In the event of any actual or alleged
conflict between the provisions of the LTIP and the provisions of this Plan,
the provisions of the LTIP shall be controlling and determinative.  This Plan does not constitute a separate
source of shares for the grant of the equity awards described herein.


ARTICLE 5

CASH COMPENSATION


5.1.          BASIC ANNUAL RETAINER.  Each Eligible
Participant shall be paid a Basic Annual Retainer for service as a director
during each Plan Year, payable in approximately quarterly installments in
advance.  The amount of the Basic Annual
Retainer shall be established from time to time by the Board upon
recommendation of the Committee.  The
amount of the Basic Annual Retainer is set forth in Schedule I.  Each person who first becomes an Eligible
Participant on a date other than an annual meeting date shall be paid a
retainer equal to the monthly installment of the Basic Annual Retainer for each
full month served during such Plan Year and a prorata amount to reflect the
actual number of days served in a partial month of service.


5.2.          SUPPLEMENTAL
ANNUAL RETAINER.  The Board Chair and the Chairs or members of
the Audit, Compensation and Governance and Nominating Committees of the Board
may be paid a Supplemental Annual Retainer during a Plan Year, payable at the
same times as installments of the Basic Annual Retainer are paid.  The amount of the Supplemental Annual
Retainers shall be established from time to time by the Board, upon
recommendation of the Committee, and shall be set forth in Schedule I, as
amended from time to time.  A prorata
Supplemental Annual Retainer will be paid to any Eligible Participant who is
elected by the Board to a position eligible for a Supplemental Annual
Retainer  on a date other than the
beginning of a Plan Year, for each full month served during such Plan Year in
such position and a prorata amount to reflect the actual number of days served
in a partial month of service.


5.3.          MEETING
FEES.  Each Eligible Participant  shall be paid a fee for each meeting of
the Board or committee thereof in which he or she participates.  The amount of the fees shall be established
from time to time by the Board, upon recommendation of the Committee and shall
be set forth in Schedule I, as amended from time to time.  For purposes of this provision, casual or
unscheduled conferences among directors shall not constitute an official
meeting.


5.4.          TRAVEL EXPENSE REIMBURSEMENT.  All Eligible
Participants shall be reimbursed for reasonable travel expenses (including
spouse’s expenses to attend events to which spouses are invited) in connection
with attendance at meetings of the Board and its committees, or other Company
functions at which the Chief Executive Officer or the Board Chair requests the
Director to participate.  If the travel
expense is related to the reimbursement of commercial airfare, such
reimbursement will cover first-class rates for domestic travel or business-class
rates for international travel.  If the
travel 



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expense is related
to reimbursement of non-commercial air travel, such reimbursement shall not
exceed the rate for comparable travel by means of commercial airlines.


ARTICLE 6

EQUITY COMPENSATION


6.1.          EQUITY AWARDS.


(a)           Initial Grant of Restricted Stock
Units (“RSUs”).  Subject to share
availability under the LTIP, each Eligible Participant shall receive on the
applicable Grant Date an initial award of RSUs (the “Initial RSUs”).  The number of Initial RSUs to be granted to
an Eligible Participant shall be determined by (A) dividing the dollar amount
of the Annual Equity Award Amount for that Plan Year by the Fair Market Value
of the Common Stock on the Grant Date, and (B) rounding to the nearest whole
number divisible by five.  Such number of
Initial RSUs shall not be affected by the date on which the Eligible
Participant joins the Board.  Initial
RSUs shall have the following terms and conditions:


(i)            Vesting.  The Initial RSUs shall be credited to a
bookkeeping account on behalf of the grantee and shall vest on the Vesting
Date.  If the grantee leaves the Board
for any reason other than a Vesting Date event prior to the first anniversary
of the Grant Date, the Initial RSUs will vest prorata, rounded to the nearest
whole Share, based on the number of days in the Plan Year that he or she
continued to serve as a director.  Any
Initial RSUs that fail to vest will be forfeited as of the date of termination
of Board service.


(ii)           Conversion to Common Stock.  Each Initial RSU represents the right to
receive one share of Common Stock on a date that is on or after the Vesting
Date (the “Conversion Date”).  Unless the
Committee elects to authorize a Deferral Election for such award, the
Conversion Date for the Initial RSUs shall be the Vesting Date.  If a Deferral Election is authorized by the
Committee, then on or before the date of election to the Board, the Eligible
Participant may, by filing with the Secretary an election form in such form as
the Secretary shall prescribe (the “Initial Conversion Date Election Form”)
select the Elected Conversion Date for his or her Initial RSUs. If a Non-Employee Director fails to
timely file an Initial Conversion Date Election Form with respect to an Initial
RSU, the Conversion Date will be the Vesting Date.  Shares
of Common Stock will be registered on the books of the Company in the
Non-Employee Director’s name as of the Conversion Date.  Such Shares of Common Stock will remain in
uncertificated, book-entry form unless the Non-Employee Director requests a
stock certificate or certificates for the Shares.


(iii)          Other Plan Conditions.  To the extent not specified herein, the
Initial RSUs granted hereunder shall be subject to the terms and conditions of
the LTIP.


 



 6















(b)           Annual Grant of RSUs.  Subject to share availability under the LTIP,
each Eligible Participant in service on the Grant Date will receive an award of
RSUs (“Annual RSUs”).  Annual RSUs shall
have the following terms and conditions:


(i)            Number of Annual RSUs.  The number of Annual RSUs to be granted to an
Eligible Participant shall be determined by (A) dividing the Annual Equity
Award Amount for that Plan Year by the Fair Market Value of the Common Stock on
the Grant Date, and (B) rounding to the nearest whole number divisible by five.


(ii)           Vesting.  The Annual RSUs shall be credited to a
bookkeeping account on behalf of the grantee and shall vest on the Vesting
Date.  If the grantee leaves the Board
for any reason other than a Vesting Date event prior to the first anniversary
of the Grant Date, the Annual RSUs will vest prorata, rounded to the nearest
whole Share, based on the number of days in the Plan Year that he or she
continued to serve as a director.  Any
Annual RSUs that fail to vest will be forfeited as of the date of termination
of Board service.


(iii)          Conversion to Common Stock.  Each Annual RSU represents the right to
receive one share of Common Stock on a date that is on or after the Vesting
Date (the “Conversion Date”).  Unless the
Committee elects to authorize a Deferral Election for the following Plan Year,
the Conversion Date for the Annual RSUs shall be the Vesting Date.  If a Deferral Election is authorized for the
upcoming Plan Year by the Committee, then on or before December 31 of the current
year, each Eligible Participant may, by filing with the Secretary an election
form in such form as the Secretary shall prescribe (the “Conversion Date
Election Form”), select the Elected Conversion Date for his or her Annual RSUs
granted for that Plan Year.  If a Non-Employee Director fails to
timely file a Conversion Date Election Form with respect to an Annual RSU, the
Conversion Date will be the Vesting Date. 
Shares of Common Stock will be
registered on the books of the Company in the Non-Employee Director’s name as
of the Conversion Date.  Such Shares of
Common Stock will remain in uncertificated, book-entry form unless the
Non-Employee Director requests a stock certificate or certificates for the
Shares.


(iv)          Other Plan Conditions.  To the extent not specified herein, the
Annual RSUs granted hereunder shall be subject to the terms and conditions of
the LTIP.


(c)           Election to Receive Total Annual
Retainer in the Form of Equity Awards. 
Subject to share availability under the LTIP and if authorized by the
Committee for the upcoming Plan Year, each Eligible Participant may elect to
receive all or a portion (in 25% increments) of his or her Total Annual
Retainer for any Plan Year in the form of Stock Options or RSUs (“Elective
Equity Awards”).


(i)            Election Form.  If Elective Equity Awards are authorized for
the upcoming Plan Year by the Committee, then on or before December 31 each
year, any Non-Employee Director who desires to receive an Elective Equity Award
for some or all 



 7
 









of his or her
Total Annual Retainer for the relevant Plan Year shall file with the Secretary
an election form in such form as the Secretary shall prescribe (the “Elective
Equity Award Election Form”). 
Notwithstanding the foregoing sentence, in the case of the first year in
which an individual becomes an Eligible Participant, he or she may file the
Elective Equity Award Election Form within 30 days after his or her
eligibility, but only with respect to that portion of the Total Annual Retainer
to be earned after the date the Election Form is filed.  If a Non-Employee Director fails to timely
file an Elective Equity Award Election Form for a Plan Year, he or she shall
receive the Total Annual Retainer in cash.


(ii)           Grant Date.  All Elective Equity Awards shall be granted
on the Grant Date.


(iii)          Terms of Elective Options.  Each Elective Equity Award granted as Options
pursuant to this Plan (“Elective Options”) shall have the following terms and
conditions:


(A)          Number of Elective Options.  The number of Elective Options to be granted
to an Eligible Participant shall be determined by (x) dividing the dollar
amount of the optionee’s Total Annual Retainer elected to be received in the
form of Elective Options by the value of a Company Option as of the Grant Date,
determined by the Black-Scholes valuation method or such other valuation method
as is generally used by the Company for the valuation of Options, and (y)
rounding to the nearest whole number divisible by five.


(B)           Exercise Price.  The exercise price per share of each Elective
Option shall be the Fair Market Value per share of Common Stock on the Grant
Date.


(C)           Exercisability and Term of
Elective Options.  Each Elective
Option shall vest on the Vesting Date. 
If the optionee leaves the Board for any other reason prior to the
Vesting Date, the Elective Option will vest prorata, rounded to the nearest
whole Share, based on the number of days in the Plan Year that he or she
continued to serve as a director.  Vested
Elective Options will remain exercisable until the earlier of the tenth anniversary
of the Grant Date or one year after the optionee’s termination as a director
for any reason.  In addition, if the
optionee ceases to serve in a position eligible for a Supplemental Annual
Retainer prior to the Vesting Date, a prorata portion of the Elective Option
will be forfeited, based on the number of days in the Plan Year that he or she
served in such position and the proportion of the Supplemental Annual Retainer
payable with respect to such period to the Total Annual Retainer for such Plan
Year, as determined by the Committee.


(D)          Manner of Exercise.  The Elective Options granted hereunder may be
exercised in the manner specified in Section 7.1(c) of the LTIP.  Specifically, payment, in whole or in part, may be made in cash; by the delivery of
shares of 



 8
 









Common Stock; by the delivery of a notice that the optionee has placed a
market sell order with a broker with respect to shares of Common Stock then
issuable upon exercise of the Elective Option,
and that the broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the exercise price; or
by any combination of the foregoing means of providing consideration.


(E)           Other Plan Conditions.  To the extent not specified herein, the
Elective Options granted hereunder shall be subject to the terms and conditions
of the LTIP.


(iv)          Terms of Elective RSUs.  Each Elective Equity Award granted as RSUs
pursuant to this Plan (“Elective RSUs”) shall have the following terms and
conditions:


(A)          Number of Elective RSUs.  The number of Elective RSUs to be granted to
an Eligible Participant shall be determined by (x) dividing the dollar amount
of his or her Total Annual Retainer elected to be received in the form of
Elective RSUs by the Fair Market Value of the Common Stock on the Grant Date,
and (y) rounding to the nearest whole number divisible by five.


(B)           Vesting.  The Elective RSUs shall be credited to a
bookkeeping account on behalf of the grantee and shall vest on the Vesting
Date..  If the grantee leaves the Board
for any reason other than a Vesting Date event prior to the first anniversary
of the Grant Date, the Elective RSUs will vest prorata, rounded to the nearest
whole Share, based on the number of days in the Plan Year that he or she
continued to serve as a director.  Any
Elective RSUs that fail to vest will be forfeited as of the date of termination
of Board service. In addition, if the grantee ceases to serve in a position
eligible for a Supplemental Annual Retainer prior to the first anniversary of
the Grant Date for any reason other than a Vesting Date event, a prorata
portion of the Elective RSUs will be forfeited, based on the number of days in
the Plan Year that he or she served in such position and the proportion of the
Supplemental Annual Retainer payable with respect to such period to the Total
Annual Retainer for such Plan Year, as determined by the Committee.


(C)           Conversion to Common Stock.  Each Elective RSU represents the right to
receive one share of Common Stock on a date that is on or after the Vesting
Date (the “Conversion Date”).  Unless the
Committee elects to authorize a Deferral Election for the following Plan Year,
the Conversion Date for the Elective RSUs shall be the Vesting Date.  If a Deferral Election is authorized for the
upcoming Plan Year by the Committee, then on or before December 31 of the
current year, each Eligible Participant may elect the Elected Conversion Date
for his or her Elective RSUs for that Plan Year.  Shares of Common Stock will be
registered on the books of the Company in the director’s name as of the
Conversion Date.  Such Shares of Common
Stock will remain in uncertificated, book-entry form unless the Non-Employee
Director requests a stock certificate or certificates for the Shares.



 9
 









(D)          Other Plan Conditions.  To the extent not specified herein, the
Elective RSUs granted hereunder shall be subject to the terms and conditions of
the LTIP.


6.2.          AWARD CERTIFICATES.  All Equity Awards
granted pursuant to this Plan shall be evidenced by a written award certificate,
which shall include such provisions, not inconsistent with the Plan or the
LTIP, as may be specified by the Committee. 
The form of award certificates shall be set forth on Schedule II hereof,
as amended from time to time.


6.3.          ADJUSTMENTS.  The adjustment provisions of the LTIP
shall apply with respect to awards of Equity Awards granted pursuant to this
Plan.


6.4.          TAX MATTERS.  Article 6 of the Plan is intended to be a
nonqualified, unfunded plan of deferred compensation under the Internal Revenue
Code of 1986, as amended (the “Code”), except that the Stock Options granted
pursuant to this Plan are not intended to be subject to Section 409A of the
Code.  A participant shall have the
status of a general unsecured creditor of the Company with respect to his or
her right to receive Common Stock or other payment upon settlement of the
Equity Award granted under the Plan. 
None of the benefits, payments, proceeds or distributions under Article
6 of the Plan shall be subject to the claim of any creditor of any participant
or beneficiary, or to any legal process by any creditor of such participant or
beneficiary, and none of them shall have any right to alienate, commute,
anticipate or assign any of the benefits, payments, proceeds or distributions
under Article 6 of the Plan except to the extent expressly provided herein to
the contrary.


ARTICLE 7

AMENDMENT, MODIFICATION AND
TERMINATION


7.1.          AMENDMENT,
MODIFICATION AND TERMINATION.  The Board may, at any time and from time
to time, amend, modify or terminate the Plan without stockholder approval; provided, however, that if an amendment to the
Plan would, in the reasonable opinion of the Board, require stockholder
approval under applicable laws, policies or regulations or the
applicable listing or other requirements of a securities exchange on which the
Common Stock is listed or traded, then such
amendment shall be subject to stockholder approval; and provided further, that the
Board may condition any other amendment or modification on the approval of
stockholders of the Company for any reason. 
Modification of Equity Awards granted under this Plan shall be subject
to the provisions of the LTIP.


ARTICLE 8

GENERAL PROVISIONS


8.1.          DURATION
OF THE PLAN. 
The Plan shall remain in effect until terminated by the Board.



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8.2.          EXPENSES
OF THE PLAN. 
The expenses of administering the Plan shall be borne by the Company.


The
foregoing is hereby acknowledged as being the Superior Essex Inc. Director
Compensation Plan adopted by the Board on December 5, 2006.


	
  

  	
  SUPERIOR ESSEX INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Barbara L. Blackford

  
	
   

  	
   

  	
  Executive Vice President, General Counsel 

  and Corporate Secretary

  



 


 



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SCHEDULE
I


DIRECTOR
COMPENSATION SCHEDULE


The
following shall become effective as of January 1, 2007


Basic
Annual Retainer (all Directors): $50,000


Supplemental Annual Retainers:

Board Chair:  $80,000

Audit Committee Chair:  $15,000

Compensation Committee Chair:  $15,000

Governance and Nominating Committee Chair: $5,000

Audit Committee Members:  $5,000


Meeting
Fees:


Board meeting: $2,000

Committee meeting held in person and not in connection with a Board meeting:
$2,000

Committee meeting held in connection with Board meeting or held by
teleconference: $1,000


Annual Equity Award Amount: 
$75,000

Deferral Election:


Elected Conversion
Date:  Available for 2007 Plan Year


Total Annual
Retainer in Equity Awards:  Available for
2007 Plan Year


 



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SCHEDULE
II


Form of RSU Certificate


Form of Restricted Stock
Unit Certificate previously filed as Exhibit 99.2 on Form 8-K of Superior Essex
Inc. dated October 27, 2005


Form of Option Certificate


Form of Stock Option
Certificate previously filed as Exhibit 99.3 on Form 8-K of Superior Essex Inc.
dated October 27, 2005.


 



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