Exhibit 10.41


SENIOR VICE PRESIDENT


[AMENDED AND RESTATED] CHANGE OF CONTROL EMPLOYMENT AGREEMENT


This [Amended and Restated] Change of Control
Employment Agreement (“Agreement”) is made and entered into as of                    ,
2006 by and between SUPERIOR ESSEX INC., a Delaware corporation (the “Company”),
and [NAME OF SENIOR VICE PRESIDENT]
(the “Executive”).  [This Agreement
amends and restates that certain Change of Control Employment Agreement dated
as of                   ,
2004 by and between the Company and the Executive.]


The Board of Directors of the Company (the “Board”),
has determined that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued dedication of
the Executive, notwithstanding the possibility, threat or occurrence of a
Change of Control.  The Board believes it
is imperative to diminish the inevitable distraction of the Executive by virtue
of the personal uncertainties and risks created by a pending or threatened
Change of Control and to encourage the Executive’s full attention and
dedication to the Company currently and in the event of any threatened or
pending Change of Control, and to provide the Executive with compensation and
benefits arrangements upon a Change of Control that ensure that the
compensation and benefits expectations of the Executive will be satisfied and
that are competitive with those of other corporations.  Therefore, in order to accomplish these
objectives, the Board has caused the Company to enter into this Agreement.


NOW, THEREFORE, IT IS HEREBY
AGREED AS FOLLOWS:


1.             Effect of Agreement.  (a)  Unless and until there
occurs, during the Term of this Agreement, either a Change of Control or a
termination of the Executive’s employment in anticipation of a Change of
Control as contemplated by Section 3(d), (i) Sections 2, 3 and 4 of this
Agreement shall have no effect and shall not give rise to any rights of the
Executive, (ii) the Executive’s employment shall be “at will,” except as may be
otherwise provided in any Employment Agreement, and (iii) upon any termination
of the Executive’s employment, the Executive shall have no further rights under
this Agreement.  Nothing in this Section
1(a) affects the Term of this Agreement.


(b)           From
and after the first date during the Term of this Agreement on which a Change of
Control occurs, this Agreement shall supersede any Employment Agreement except
to the extent otherwise provided in such Employment Agreement, but shall have
no effect on any Other Agreement or Other Plan, except as specifically provided
in Section 2(e) or Section 5.


2.             Terms of Employment.  This
Section 2 sets forth the terms and conditions on which the Company agrees to
employ the Executive during the period (the “Protected Period”) beginning on the
first day during the Term of this Agreement on which a Change of Control occurs
and ending on the first anniversary of that date, or such earlier date as the
Executive’s employment terminates as contemplated by Section 3.













(a)             Position and Duties.


(i)             During the
Protected Period, the Executive shall serve as a Senior Vice President with
substantially the same duties, responsibility and authority and with respect to
the same business unit as the Executive served during the 120 day period prior
to the Change of Control.


(ii)            During the Protected
Period, the Executive will devote the Executive’s full business time and best
efforts to the performance of the Executive’s duties hereunder and will not
engage in any other business, profession or occupation for compensation or
otherwise which would conflict or interfere, in any significant respect, with
rendering such services either directly or indirectly, without the prior
written consent of the Executive Vice President to which the Executive reports
or, if none, the Chief Executive Officer (“Supervising Officer”).
Notwithstanding the foregoing, the Executive may (x) without the prior approval
of the Supervising Officer, make and manage personal business investments of
the Executive’s choice and (y) serve in any capacity with any civic,
educational or charitable organization or any governmental entity or trade
association; provided that in each case, and in the aggregate, such
activities are in accordance with the Company’s code of ethics and related
policies and do not conflict or interfere, in any significant respect, with the
performance of Executive’s duties hereunder or conflict with Sections 7 or 8.


(b)          Base Salary.  During the Protected Period, the Company
shall pay the Executive a base salary at the highest annual rate in effect
during the 120 days prior to the Change of Control (“Base Salary”), payable in
regular installments in accordance with the Company’s usual payment practices
(but not less often than monthly). 
During the Protected Period, the Executive’s Base Salary may be
increased but shall not be decreased.


(c)          Annual Bonus.  During the Protected Period, the Executive
shall be eligible to earn an annual bonus at a target rate no less than the
target rate in effect for the Executive immediately prior to the Change of
Control (“Annual Bonus”).  The Annual
Bonus may be conditioned upon the achievement of performance targets reasonably
established by the Company.


(d)          Benefits.  During the Protected Period, the Executive
and the Executive’s eligible dependents shall be entitled to participate in the
welfare benefit plans, practices, policies and programs provided by the Company
or the Affiliated Employer (including, without limitation, medical,
prescription drug, dental, vision, disability and life insurance benefits) on
the same basis as those benefits were generally made available during the 120
day period preceding the Change of Control to other similarly situated
executives of the Company, commensurate with the Executive’s position with the
Company.



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(e)          Effect of a Change of Control on
Equity Awards.


(i)             Accelerated Vesting.  Upon the occurrence of a Change of
Control, (A) all of the Executive’s outstanding stock options and any other
equity awards in the nature of appreciation rights (collectively, “Appreciation
Rights”), shall become fully vested and exercisable as of the date of the
Change of Control and, unless settled in accordance with Section 2(e)(ii)
below, shall remain exercisable until the later of the 15th day of the third month following the date at
which, or December 31 of the calendar year in which, the equity awards would
otherwise have expired, as provided in the original award agreement, but in no
event after the original full term of the equity award; (B) all time-based
vesting restrictions on the Executive’s outstanding restricted stock,
restricted stock units and other equity awards (collectively, “Restricted
Rights”) shall lapse as of the date of the Change of Control, unless otherwise
provided in the applicable award agreement, and (C) all performance-based
vesting conditions on the Executive’s Restricted Rights shall be deemed to have
been met at the “target” level as of the date of the Change of Control, unless
otherwise provided in the applicable award agreement.


(ii)            Settlement of Awards
in Certain Events.  The following
shall apply only upon the occurrence of a Change of Control in which the
consideration paid to the Company’s shareholders is consideration other than
shares in the resulting or surviving entity that are listed for trading on a
nationally recognized exchange.  In such
event, (A) all of the Executive’s Appreciation Rights shall vest and be
cancelled simultaneously with the Change of Control and the Executive shall be
entitled to receive therefor the same transaction consideration as if he or she
were a shareholder of the Company holding the number of shares of Company
common stock having a fair market value, as of the effective time of the Change
of Control, equal to (x) the excess, if any, of the value of the consideration
per share to be received by the Company’s shareholders in such Change of
Control, over the exercise price for such Appreciation Right, less (y)
applicable withholding taxes; and (B) all of the Executive’s Restricted Rights
shall vest and be cancelled simultaneously with the Change of Control and the
Executive shall be entitled to receive therefor the same transaction
consideration as if he were a shareholder of the Company holding the number of
shares of Company common stock having a fair market value, as of the effective
time of the Change of Control, equal to the value of such Restricted Rights,
less applicable withholding taxes.


3.             Termination of Employment.


(a)           Death or Disability.  The Executive’s employment shall terminate
automatically if the Executive dies during the Protected Period.  If the Company determines in good faith that
the Disability of the Executive has occurred during the Protected Period, it
may give to the Executive written notice in accordance with Section 10(b) of
its intention to terminate the Executive’s employment.  In such event, the Executive’s employment
with the Company shall terminate effective on the 30th day after receipt of
such notice by the Executive, provided that the Executive shall not have
returned to full-time performance of the Executive’s duties before such 30th
day.



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(b)           By the Company.  The Company may terminate the Executive’s
employment during the Protected Period for Cause or without Cause.


(c)           By the Executive.  The Executive may terminate employment during
the Protected Period for Good Reason or without Good Reason.  The Executive’s mental or physical incapacity
following the occurrence of an event described in clauses (a) through (e) of
the definition of Good Reason shall not affect the Executive’s ability to
terminate employment for Good Reason.


(d)           Termination in Anticipation of a Change of Control.  Anything in this Agreement to the contrary
notwithstanding, if (i) a Change of Control occurs, (ii) the Executive’s
employment with the Company is terminated by the Company before the Change of
Control occurs in a manner and under circumstances that would be considered a
termination by the Company without Cause if it had occurred during the
Protected Period, and (iii) it is reasonably demonstrated by the Executive that
such termination of employment was at the request of a third party that had
taken steps reasonably calculated to effect the Change of Control or otherwise
arose in connection with or in anticipation of the Change of Control, then such
termination shall be treated for all purposes of this Agreement as a
termination by the Company without Cause during the Protected Period.


(e)           Notice of Termination.  Any termination of the Executive’s employment
by the Company or the Executive shall be communicated by Notice of Termination
to the other party hereto given in accordance with Section 10(b).  The failure by the Executive or the Company
to set forth in the Notice of Termination any fact or circumstance that contributes
to a showing of Good Reason or Cause shall not waive any right of the Executive
or the Company, respectively, hereunder, or preclude the Executive or the
Company, respectively, from asserting such fact or circumstance in enforcing
their respective rights hereunder.


4.             Obligations of the Company upon Termination.  Whenever this Agreement provides for the payment of a lump sum benefit
following the Date of Termination, if any, such payment shall be made in cash
within 30 days after the Date of Termination, or if the Executive has not
executed the Release by such date, in a lump sum within 10 days after the
Executive executes the Release. 
Notwithstanding the foregoing, to the extent required to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
the applicable regulations and guidance thereunder, any payment under this
Section 4 shall be delayed to the first day after the six-month anniversary of
Executive’s separation from service, as defined in Code Section 409A and the
applicable regulations and guidance thereunder.


(a)           Other than for Cause, Death or Disability; Good
Reason.  If, during the
Protected Period, (x) the Company terminates the Executive’s employment other
than for Cause, Death or Disability or (y) the Executive terminates employment
for Good Reason, and provided in either case the Executive executes a release
substantially in the form attached hereto as Exhibit A (a “Release”), the
Executive shall be entitled to the following benefits (the “Severance Benefits”):



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(i)            The Company shall pay to the
Executive, in a lump sum, the aggregate of the following amounts:


(A)          the sum of the following amounts, to the extent not
previously paid to the Executive (the “Accrued Obligations”):  (1) the Base Salary through the Date of
Termination; (2) any Annual Bonus earned but unpaid as of the Date of
Termination for any previously completed fiscal year; and (3) reimbursement for
any unreimbursed business expenses properly incurred by the Executive in
accordance with Company policy prior to the Date of Termination; and


(B)           150% times the sum of the Executive’s Base Salary and
target Annual Bonus for the year in which the Date of Termination occurred.


(ii)           Subject to the
Executive’s continued compliance with the provisions of Sections 7 and 8 of
this Agreement (other than a breach which is insubstantial and insignificant,
as determined in good faith by the Chief Executive Officer taking into account
all of the circumstances), for a period of 12 months following the Date of
Termination, the Company shall provide to the Executive and his or her eligible
dependents the Specified Welfare Benefits, on the same basis as the Company or
the Affiliated Employer provides such benefits for its then actively employed
executives, and the Company or the Affiliated Employer and the Executive shall
share the costs of the continuation of such coverage in the same proportion as
such costs were shared immediately prior to Executive’s termination; provided,
however, that such participation shall terminate, or the benefits under
such plans shall be reduced, if and to the extent the Executive becomes covered
(or is eligible to become covered) during such period by plans of a subsequent
employer or other entity to which the Executive provides services providing
comparable benefits or if the Executive fails to pay any required contribution
or premium.  Such coverage shall be
credited against the time period that the Executive and the Executive’s
dependents are entitled to receive continued coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended.  Notwithstanding the foregoing: (i) if the
Company determines that it is not possible to provide one or more of the
Specified Welfare Benefits as required above through plans sponsored by the
Company or the Affiliated Employer under the terms thereof, or that providing
any of the Specified Welfare Benefits would have adverse tax consequences for
the Executive, then the Company shall provide such Specified Welfare Benefits
in a manner that keeps the Executive in the same position, on an After-Tax
basis, as if the Executive had remained employed by the Company or an Affiliate
during the Severance Period; and provided that if it is not reasonably
practicable to so provide such Specified Welfare Benefits, then the Company
shall instead make a cash payment that is equal, on an After-Tax basis, to the
value of such Specified Welfare Benefits.


(iii)         To the extent not theretofore paid or
provided, the Company shall timely pay or provide to the Executive any Other
Benefits.


(b)           Death or Disability.  If the Executive’s employment is terminated
because of the Executive’s Death or Disability during the Protected Period, the
Company shall pay the Accrued 



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Obligations to the Executive in a lump sum, shall timely pay or deliver
any Other Benefits, and shall have no other severance obligations under this
Agreement.


(c)           Cause; Other than for Good Reason.  If the Executive’s employment is terminated
for Cause during the Protected Period, the Company shall provide to the
Executive the Accrued Obligations and shall timely pay or deliver any Other
Benefits, in each case, to the extent theretofore unpaid, and shall have no
other severance obligations under this Agreement.  If the Executive voluntarily terminates
employment during the Protected Period, other than for Good Reason, the Company
shall pay the Accrued Obligations to the Executive in a lump sum, shall timely
pay or deliver any Other Benefits, and shall have no other severance
obligations under this Agreement.


5.             Non-exclusivity of Rights.  Nothing
in this Agreement shall prevent or limit the Executive’s continuing or future
participation in any Other Plan for which the Executive may qualify, nor shall
anything herein limit or otherwise affect such rights as the Executive may have
under any Other Agreement.  Amounts that
are vested benefits or that the Executive is otherwise entitled to receive
under any Other Plan or any Other Agreement shall be payable in accordance with
such Other Plan or Other Agreement, except as explicitly modified by this
Agreement.  Notwithstanding the
foregoing, if the Executive receives payments and benefits pursuant to Section
4(a), then (a) the Executive shall not be entitled to any severance pay or
benefits under any severance plan, program or policy of the Company or its
Affiliates, unless otherwise specifically provided therein in a specific
reference to this Agreement, and (b) the Executive shall not be treated as
having any additional years of service or age for purposes of any Other Plan or
Other Agreement by virtue of receiving such payments and benefits, unless such
Other Plan or Other Agreement specifically so provides.


6.             No Mitigation Required.  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
set-off, counterclaim, recoupment, defense or other claim, right or action that
the Company or any Affiliate may have against the Executive or others.  In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement,
and, except as specifically provided in Section 4(a)(iii), such amounts shall
not be reduced, regardless of whether the Executive obtains other employment.


7.             Certain Restrictive Covenants. In consideration of and as a condition of
the receipt of the Severance Benefits by the Executive, the Executive agrees to
the following provisions:


(a)           So long as the Executive is employed by the Company or any
of its Affiliates and for a period of 12 months following the Executive’s
termination of employment for any reason (the “Restricted Period”), the
Executive will not, whether on the Executive’s own behalf or on behalf of or in
conjunction with any person, firm, partnership, joint venture, association,
corporation or other business organization, entity or enterprise whatsoever (“Person”),
including, without limitation a Competitive Business, directly or indirectly,
solicit or assist in soliciting a Company Client for the purpose of providing
or having that Company Client provided with 



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products or services directly competitive with or directly
substitutable for products or services of the Company or any Affiliate; provided that after the Date of Termination, the foregoing
covenant shall be limited to Company Clients:


(i)            with whom the Executive had personal
contact or dealings on behalf of the Company or any of its Affiliates during
the one year period preceding the Executive’s termination of employment;


(ii)           with whom employees reporting to the
Executive have had personal contact or dealings on behalf of the Company or its
Affiliates during the one year period immediately preceding the Executive’s
termination of employment; or


(iii)          for whom the
Executive had direct responsibility or direct access to and knowledge of
sensitive client information during the one-year period immediately preceding
the Executive’s termination of employment.


(b)            During the
Restricted Period, the Executive will not own an equity interest in or provide
services (as an employee or otherwise) or funding to or affiliate with any
Competitive Business within the Restricted Territory; provided, however, that
during the 12 months following the Date of Termination, this restriction shall
apply only where the Executive’s services for or affiliation with the
Competitive Business are substantially similar to the services that the
Executive provided to the Company or its Affiliates or the capacity in which
the Executive served with the Company or its Affiliates during the Protected
Period.


Notwithstanding the foregoing, nothing herein
shall prevent the Executive from owning up to but not more than a 2% interest
in the shares or other equity interest of any Competitive Business in the
United States whose shares are publicly traded or listed on a national
exchange.


(c)           So
long as the Executive is employed by the Company or any of its Affiliates and
during the Restricted Period, the Executive will not, whether on the Executive’s
own behalf or on behalf of or in conjunction with any Person, directly or
indirectly solicit or encourage any employees, consultants or other personnel
or contractors of the Company or any of its Affiliates with whom the Executive
had material contact during the 12-month period immediately prior to the
Executive’s termination of employment to terminate or sever that party’s
relationship or affiliation with the Company or any of its Affiliates.


(d)           Although
the Executive and the Company consider the restrictions contained in this
Section 7 to be reasonable, if a final judicial determination is made by a
court of competent jurisdiction that the time or territory or any other
restriction contained in this Section 7 is an unenforceable restriction against
the Executive, the provisions of this Section 7 shall not be rendered void but
shall be deemed amended to apply as to such maximum time and territory and to
such maximum extent as such court may judicially determine or indicate to be
enforceable, and the parties authorize any court reaching a determination that
the covenants are unenforceable to partially enforce or “blue pencil” those
covenants so that they are enforced to an extent that complies with applicable
law.  Alternatively, if any court of
competent jurisdiction finds that any restriction contained in this Section 7
is unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other 



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restrictions contained herein.  If a material change in the nature of the
Executive’s employment responsibilities or the Company’s business renders any
parameter of the non-competition or non-solicitation covenants unreasonable or
inexact, then the parties agree to amend the covenants to make them conform to
the changed nature of the employment duties or the Company’s business.


(e)          Since
the Company’s remedies at law for a breach or threatened breach of any of the
provisions of Section 7 would be inadequate and the Company would suffer
irreparable damages as a result of such breach or threatened breach, in the
event of such a breach or threatened breach, in addition to any remedies at
law, the Company, without posting any bond, shall be entitled to cease making
any payments or providing any benefit otherwise required by this Agreement and
obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other equitable
remedy which may then be available.


(f)           The
obligations contained in this Section 7 will survive the Executive’s
termination of employment and will be fully enforceable thereafter.  If it is determined by a court of competent
jurisdiction in any state that any restriction in these restrictive covenants
is excessive in duration or scope or extends for too long a period of time or
over too great a range of activities or in too broad a geographic area 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
or jurisdiction.


8.             Confidentiality and Non-Disparagement.


(a)          Confidentiality.


(i)             The
Executive will not at any time (whether during or after the Executive’s
employment with the Company) (A) retain or use for the benefit, purposes or
account of the Executive or any other Person, or (B) disclose, divulge, reveal,
communicate, share, transfer or provide access to any Person outside the
Company or its Affiliates (other than its professional advisers who are bound
by confidentiality obligations), any non-public, proprietary or confidential
information, including, without limitation, trade secrets, know-how, research
and development, software, databases, inventions, processes, formulae,
technology, designs and other intellectual property, information concerning
finances, investments, profits, pricing, costs, products, services, vendors,
customers, clients, partners, investors, personnel, compensation, recruiting,
training, advertising, sales, marketing, promotions, government and regulatory
activities and approvals concerning the past, current or future business,
activities and operations of the Company or its Affiliates and/or any third
party that has disclosed or provided any of same to the Company or its
Affiliates on a confidential basis (“Confidential Information”) without the
prior written authorization of the Company.


(ii)            “Confidential
Information” shall not include any information that is (A) generally known to
the industry or the public other than as a result of the Executive’s breach of
this covenant or any breach of other confidentiality obligations by third
parties; (B) made legitimately available to Executive by a third party without
breach of any 



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confidentiality obligation; or (C) required by law to be disclosed; provided,
however, that the Executive shall give prompt written notice to the
Company of such requirement, disclose no more information than is so required,
and cooperate (at the Company’s expense) with any attempts by the Company to
obtain a protective order or similar treatment.


(iii)           Upon termination of the
Executive’s employment with the Company for any reason, the Executive shall:
(A) cease and not thereafter commence use of any Confidential Information or
intellectual property (including without limitation, any patent, invention,
copyright, trade secret, trademark, trade name, logo, domain name or other
source indicator) owned or used by the Company, its subsidiaries or Affiliates;
(B) immediately destroy, delete, or return to the Company, at the Company’s
option, all originals and copies in any form or medium (including memoranda,
books, papers, plans, computer files, letters and other data) in Executive’s
possession or control (including any of the foregoing stored or located in
Executive’s office, home, laptop or other computer, whether or not Company
property) that contain Confidential Information or otherwise relate to the
business of the Company, its Affiliates and subsidiaries, except that Executive
may retain only those portions of any personal notes, notebooks and diaries
that do not contain any Confidential Information; and (C) notify and fully
cooperate with the Company (at the Company’s expense) regarding the delivery or
destruction of any other Confidential Information of which Executive is or
becomes aware.  Notwithstanding the
foregoing, the non-disclosure and non-use covenants in this Section 8(a) shall
cease to apply three (3) years after the Date of Termination with respect to
any Confidential Information that does not meet the definition of “trade secret”
under Georgia law.


(b)          Non-Disparagement.


(i)             The Executive shall not at any time
make any oral or written statement about the Company, its Affiliates or its
shareholders, regarding any of the foregoing’s financial status, business,
compliance with laws, ethics, shareholders, partners, personnel, directors,
officers, employees, consultants, agents, services, business methods or
otherwise, which is intended or reasonably likely to disparage any member of
the Protected Group, or otherwise degrade any member of the Protected Group’s
reputation in the business, industry or legal community in which any such
member operates; provided that the Executive shall be
permitted to (A) make any statement that is required by applicable securities
or other laws to be included in a filing or disclosure document, (B) issue any
press release or public statement regarding the fact of a termination of the
Executive’s employment, (C) defend himself or herself against any statement
made by the Company or its Affiliates that is intended or reasonably likely to
disparage the Executive or otherwise degrade the Executive’s reputation in the
business, industry or legal community in which the Executive operates, only if
the Executive reasonably believes that the statements made in such defense are
not false statements, and (D) provide truthful testimony in any legal
proceeding.


 



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(ii)            The Company and its
Affiliates shall not issue any press release or make any public statement about
the Executive which is intended or reasonably likely to disparage Executive, or
otherwise degrade the Executive’s reputation in the business or industry in
which Executive operates; provided that the Company and its Affiliates
shall be permitted to (A) make any statement that is required by applicable
securities or other laws to be included in a filing or disclosure document, (B)
issue any press release or public statement regarding the fact of a termination
of the Executive’s employment, (C) defend itself against any statement made by
the Executive that is intended or reasonably likely to disparage any member of
the Protected Group or otherwise degrade any member of the Protected Group’s
reputation in the business, industry or legal community in which such member of
the Protected Group operates, only if the Company or its Affiliate reasonably
believes that the statements made in such defense are not false statements, and
(D) provide truthful testimony in any legal proceeding.


9.             Successors. 
(a)  This Agreement is personal to
the Executive, and, without the prior written consent of the Company shall not
be assignable by the Executive other than by will or the laws of descent and
distribution.  This Agreement shall inure
to the benefit of and be enforceable by the Executive’s legal representatives.


(b)           This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.  Except as
provided in Section 9(c), without the prior written consent of the Executive,
this Agreement shall not be assignable by the Company.


(c)           The
Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the
businesses and/or assets of the Company, or to the Company’s OEM Group or the
Company’s Communications Group, as the case may be, if the Executive is
primarily employed in such group, to assume expressly 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.


10.          Miscellaneous.  (a)
This Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware, without reference to principles of conflict of
laws.  The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or modified
other than by a written agreement that is specifically identified as an
amendment of this Agreement and executed by the Executive and by an authorized
officer of the Company in a single instrument.


(b)           All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:


If to the Executive:


_______________________


_______________________


_______________________



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If to the Company:


Superior
Essex Inc.


150
Interstate North Parkway


Atlanta,
GA  30339


Attention: General Counsel


or to such other address as either party shall have furnished to the
other in writing in accordance herewith. 
Notice and communications shall be effective when actually received by
the addressee.


(c)          The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.


(d)          The
Company may withhold from any amounts payable under this Agreement such Taxes
as shall be required to be withheld pursuant to any applicable law or
regulation.


(e)          The
Executive’s or the Company’s failure to insist upon strict compliance with any
provision of this Agreement or the failure to assert any right the Executive or
the Company may have hereunder, including, without limitation, the right of the
Executive to terminate employment for Good Reason pursuant to Section 3(c),
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.


11.         Certain Definitions. The following terms shall have the meanings
set forth below for purposes of this Agreement.


“Accrued Obligations” has the meaning set forth in
Section 4(a)(i)(A).


“Affiliate” means any company controlled by or under
common control with the Company.


“Affiliated Employer” means any Affiliate that is
the direct employer of the Executive.


“After-Tax” means after taking into account all
applicable Taxes.


“Agreement” is defined in the first paragraph of the
Agreement.


“Annual Bonus” has the meaning set forth in Section
2(c).


“Base Salary “ has the meaning set forth in Section
2(b).


“Cause” means
(a) the Executive’s continued willful failure to perform substantially the
Executive’s duties hereunder (other than as a result of total or partial
incapacity due to physical or mental illness) following written notice by the
Company to the Executive of such failure, (b) dishonesty or breach of the
Company’s code of ethics in the performance of the Executive’s 



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duties hereunder which is injurious (other
than in some immaterial or de minimis respect) to the financial condition or
business reputation of the Company or any of its Affiliates, (c) the Executive’s
conviction of, or plea of guilty or nolo  contendere to, a crime
constituting (i) a felony under the laws of the United States or any state
thereof, or (ii) a misdemeanor involving misconduct by the Executive in his
personal or professional conduct punishable by imprisonment of more than three
days or a fine in excess of $5,000 (other than a traffic violation), which is
reasonably likely to damage the business, prospects or reputation of the
Company or any of its Affiliates in any respect, (d) the Executive’s willful
malfeasance or willful misconduct in connection with the Executive’s duties
hereunder or any act or omission which is injurious (other than in some
immaterial or de minimis respect) to the financial condition or business
reputation of the Company or any of its Affiliates, or (e) the Executive’s
breach of the provisions of Sections 7 or 8 of this Agreement (other than a
breach that is insubstantial and insignificant, taking into account all of the
circumstances).


“Change of Control” means a Change in Control as
defined in the 2005 Incentive Plan or any successor plan.


“Company” has the meaning set forth in the first
paragraph of this Agreement, and shall include any successor to the Company
pursuant to Section 9(c).


“Company Client” means an actual client of the Company or any
Affiliate as of the Date of Termination and during the 12 months prior to that
date, as well as any prospective client of the Company or any Affiliate that
has been actively solicited by the Company or any Affiliate during that same
12-month period.


“Competitive Business” means an entity or enterprise whose business, in whole or in part, involves the
manufacture, sale or distribution of telecommunication wire or cable products
or magnet wire or related products that directly compete with or are directly
substitutable for the products or services of the Company or its
Affiliates.  Notwithstanding the
foregoing, if the Executive’s particular employment responsibilities for the
Company or its Affiliates are limited solely to a Primary Group, the definition
of Competitive Business shall be deemed to apply only to that portion of the
business conducted by the Primary Group.


“Date of Termination” means (a) if the Executive’s
employment is terminated by the Company with or without Cause, the date of
receipt of the Notice of Termination or any later date specified in the Notice
of Termination (but not later than 30 days after the giving of such notice), as
the case may be, (b) if the Executive’s employment is terminated by reason of
death or Disability, the date on which the Executive’s termination becomes
effective pursuant to Section 3(a), and (c) if the Executive’s employment is
terminated by the Executive with or without Good Reason, the date of receipt of
the Notice of Termination or any later date specified in the Notice of Termination
(but not later than 30 days after the giving of such notice), as the case may
be.


“Disability” means the inability of the Executive,
as determined by the Company, to perform the essential functions of his or her
regular duties and responsibilities, with or without reasonable accommodation,
due to a medically determinable physical or mental illness which has 



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lasted (or can reasonably be expected to last) for a period of six
consecutive months or for an aggregate of nine months in any 12 consecutive-month
period.  At the request of the Executive
or his or her personal representative, the Board’s determination that the
Disability of the Executive has occurred shall be certified in writing by a
qualified independent physician mutually acceptable to the Executive (or such
personal representative) and the Company. 
If the Executive (or such personal representative) and the Company
cannot agree as to a qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall make such
determination in writing.  The
determination of Disability made in writing to the Company and the Executive
shall be final and conclusive for all purposes of the Agreement.


“Employment Agreement” means any employment
agreement between the Company or any of its Affiliates that may hereafter be
entered into with Executive.


“Executive” has the meaning set forth in the first
paragraph of this Agreement.


“Good Reason” means, without the Executive’s
consent, (a) a reduction in the Executive’s Base Salary as then in effect, (b)
a reduction in the Executive’s target Annual Bonus or a material reduction by
the Company of employee benefits to which the Executive is entitled (other than
an overall reduction in benefits that affects substantially all full-time
employees of the Company and its Affiliates), (c) a material adverse change in
the Executive’s authority, duties and responsibilities or reporting lines, (d)
a relocation of the Executive’s principal place of employment with the Company
of more than 35 miles from Executive’s then current work location, or (e) the
Company’s failure to pay amounts to which Executive is entitled under this
Agreement; provided that any event described in clauses (a) through (e)
above shall constitute Good Reason only if the Company fails to cure such event
within 20 days after receipt from the Executive of written notice of the event
which constitutes Good Reason; and provided, further, that Good
Reason shall cease to exist for an event on the 60th day following the later of
its occurrence or the Executive’s knowledge thereof, unless the Executive has
given the Company written notice thereof prior to such date.


“Notice of Termination” means a written notice of
the termination of the Executive’s employment that (a) indicates the specific
termination provision in the Agreement relied upon, (b) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the executive’s employment under the
provision so indicated, and (c) specifies the Date of Termination (which shall
be not earlier than the date such notice is given and not later than 30 days
thereafter).


“Other Agreement” means any contract or agreement,
whether formal or informal, between the Executive and the Company or any of its
Affiliates, but excluding this Agreement and any Employment Agreement.


“Other Benefits” means any amounts or benefits
required to be paid or provided or which the Executive is eligible to receive
under any Other Plan or Other Agreement.



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“Other Plan” means any plan, program, policy or
practice provided by the Company or any of its Affiliates, but specifically
excluding this Agreement, any Employment Agreement and any Other Agreements.


“Primary Group” has the meaning set forth in
subsection (e) of the Change of Control definition.


“Primary Group Entity” has the meaning set forth in
subsection (e) of the Change of Control definition.


“Protected Group” means the
Company and its shareholders, and any of their respective subsidiaries,
affiliates, shareholders, partners, directors, officers, employees and agents.


“Protected Period” has the meaning set forth in the
first sentence of Section 2.


“Restricted Territory” means all geographical areas within a 100 mile radius of each facility from which
or with respect to which, as of the date of this Agreement: (a) the Company or
its Affiliates manufacture or distribute wire and cable products; and (b) the
Executive has responsibility for representing the Company or its Affiliates.  Thus, the foregoing restricted territory is
intended to reflect an attempt by the Company to choose a relatively narrow
territory that provides the Company with some protection from competition from
its former key executives and yet does not unreasonably restrain the former
employee from engaging in a competing business.


“Severance Benefits” has the meaning set forth in
Section 4(a).


“Severance Period” means the 12 month period
immediately following the Date of Termination.


“Specified Welfare Benefits” means medical,
prescription drug, dental, vision, disability and life insurance benefits that
are substantially comparable to those that would have been provided to the
Executive and the Executive’s eligible dependents pursuant to Section 2(d), if
the Executive had remained employed by the Company during the Severance
Period.  Specified Welfare Benefits shall
not include the benefit of making pre-tax contributions to any cafeteria or
flexible spending plan.


“Taxes” means all federal, state, local and foreign
income, social security and other taxes (other than “golden-parachute” excise
taxes) and any associate interest and penalties.


“Term of this Agreement” means the period beginning
on            , 200  
and ending on December 31, 2007; provided, however, that beginning on December
31, 2007, and on each December 31 thereafter, the Term of this Agreement shall
be automatically extended so as to terminate on the first anniversary of such
December 31, unless the Company shall give notice to the Executive before the immediately
preceding November 30 that the Term of this Agreement shall not be so
extended.  Notwithstanding the foregoing,
if, after the Company gives notice that the Term of this Agreement will not be
extended, (i) the Executive’s employment is terminated 



 14
 









by the Company in a manner and under circumstances that would be
considered a termination by the Company without Cause if it had occurred during
the Protected Period, and (ii) it is reasonably demonstrated by the Executive
that such termination of employment was at the request of a third party that
had taken steps reasonably calculated to effect a Change of Control or
otherwise arose in connection with or in anticipation of a Change of Control,
then the Term of this Agreement shall be automatically extended to December 31
of the year in which such Change in Control occurs.


(signatures on following page)



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IN WITNESS WHEREOF, the Executive has hereunto set
the Executive’s hand and, pursuant to the authorization from its Board of
Directors, the Company has caused this Agreement to be executed in its name on
its behalf, all as of the day and year first above written.


	
  

  	
   

  
	
   

  	
  [Name of Executive]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUPERIOR ESSEX INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



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EXHIBIT A


RELEASE


In
exchange for the benefits described in the attached Change of Control
Employment Agreement dated as of                      ,
200    (the “Agreement”), to which I agree I am not otherwise
entitled, I hereby release Superior Essex Inc. (the “Company”), its respective
affiliates, subsidiaries, predecessors, successors, assigns, officers,
directors, employees, agents, stockholders, attorneys, and insurers, past,
present and future (the “Released Parties”) from any and all claims of any kind
which I now have or may have against the Released Parties, whether known or
unknown to me, by reason of facts which have occurred on or prior to the date
that I have signed this Release in connection with, or in any way related to or
arising out of, my employment or termination of employment with the Company; provided
that such released claims shall not include any claims to enforce my rights (i)
under, or with respect to, the Agreement, (ii) to indemnification provided at
law or pursuant to the Company’s (or an affiliate’s) By-Laws or insurance or to
directors’ and officers’ liability insurance coverage, (iii) under COBRA or my
vested rights under benefit or incentive plans; or (iv) as a stockholder.  Notwithstanding the generality of the
preceding sentence, such released claims include, without limitation, any and
all claims under federal, state or local laws pertaining to employment,
including the Age Discrimination in Employment Act, Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et seq., the
Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et seq., the
Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et seq.,
the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et
seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et
seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et
seq., and any and all state or local laws regarding employment
discrimination and/or federal, state or local laws of any type or description
regarding employment, including, but not limited to, any claims arising from or
derivative of my employment with the Company, as well as any and all claims
under state contract or tort law or otherwise.


I
hereby represent that I have not filed any action, complaint, charge, grievance
or arbitration against the Company or the Released Parties.


I
understand and agree that I must forever continue to keep confidential all
proprietary or confidential information which I learned while employed by the
Company, whether oral or written and as defined in the Agreement (“Confidential
Information”) and shall not make use of any such Confidential Information on my
own behalf or on behalf of any other person or entity, except as specifically authorized
by the Agreement.  I further understand
and agree that I am subject to and will comply with the other restrictive
covenants contained in the Agreement, in accordance with the terms set forth in
the Agreement.


I
expressly understand and agree that the Company’s obligations under this
Release and the Agreement are in lieu of any and all other amounts to which I
might be, am now or may become entitled to receive from any of the Released
Parties upon any claim whatsoever.


I
understand that I must not disclose the terms of this Release and the Agreement
to anyone other than my immediate family, financial advisors (if any) and legal
counsel and that I 



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must
immediately inform my immediate family, financial advisors (if any) and legal
counsel that they are prohibited from disclosing the terms of this Release and
the Agreement.


It
is understood that I will not be in breach of the nondisclosure provisions of
this Release if I am required to disclose information pursuant to a valid
subpoena or court order, provided that I notify the Company (to the attention
of the General Counsel of the Company) as soon as practicable, but prior to the
time in which I am required to disclose information, that I have received the
subpoena or court order which may require me to disclose information protected
by this Release.  Notwithstanding the
foregoing, I also may disclose the terms of this Release to government taxing
authorities and/or the SEC.


I agree that any violation or breach by me of my nondisclosure
obligations or other restrictive covenants under the Agreement, without
limiting the Company’s remedies, shall give rise on the part of the Company to
a claim for relief to recover from me, before a court of competent
jurisdiction, any and all amounts previously paid to me or on my behalf by the
Company pursuant to Section 4 of the Agreement, but shall not release me from
the performance of my obligations under this Release.


I
will not apply for or otherwise seek employment with the Released Parties
without their written consent.


I
have read this Release carefully, acknowledge that I have been given at least
21 days to consider all of its terms, and have been advised to consult with an
attorney and any other advisors of my choice prior to executing this Release,
and I fully understand that by signing below I am voluntarily giving up any
right which I may have to sue or bring any other claims against the Released
Parties, including any rights and claims under the Age Discrimination in
Employment Act.  I also understand that I
have a period of 7 days after signing this Release within which to revoke my
agreement in this Release, and that neither the Company nor any other person is
obligated to provide any benefits to me pursuant to the Agreement until 8 days
have passed since my signing of this Release without my signature having been
revoked.  I understand that any
revocation of this Release must be received by the General Counsel of the
Company within the seven-day revocation period. 
Finally, I have not been forced or pressured in any manner whatsoever to
sign this Release, and I agree to all of its terms voluntarily.  I represent and acknowledge that no
representation, statement, promise, inducement, threat or suggestion has been
made by any of the Released Parties or by any other individual to influence me
to sign this Release, except such statements as are expressly set forth herein
or in the Agreement.


This Release is final and binding and may not be changed or modified.


 



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