Exhibit 10.67



 




Exhibit 10.67

NONQUALIFIED STOCK OPTION AGREEMENT




	 	 	 
	GRANTED TO:

	 	name
	 
	 	 
	DATE OF GRANT:

	 	date
	 
	 	 
	GRANTED PURSUANT TO:

	 	General Cable Corporation 1997 Stock Incentive Plan
	 
	 	 
	NUMBER OF UNDERLYING SHARES:

	 	number
	 
	 	 
	EXERCISE PRICE:

	 	$xxx
	 
	 	 
	VESTING SCHEDULE:

	 	Vests 100% on the 3rd anniversary of grant







     1. This Nonqualified Stock Option Agreement (the “Agreement”) is made and
entered into as of date between General Cable Corporation, a Delaware
corporation (the “Company”), and name (the “Employee”). It is the intent of the
Company and the Employee that the Option (as defined in Paragraph 2 below) will
not qualify as an “incentive stock option” under Section 422 of the Internal
Revenue Code of 1986, as amended from time to time.



     2. The Employee is granted an option to purchase number shares of the
Common Stock of the Company (the “Option”). The Option is granted as provided
for under the General Cable Corporation 1997 Stock Incentive Plan (the “Plan”),
a copy of which is enclosed herewith, and is subject to the terms of the Plan
and of this Agreement. Capitalized terms not defined herein shall have the
meanings ascribed thereto in the Plan. The Option granted hereunder is a
matter of separate inducement and is not in lieu of salary or other
compensation for the Employee’s services.



     3. The Option’s Exercise Price is $xxx per share.



     4. Subject to Paragraphs 5 and 6 below, the Option shall become
exercisable according to the vesting schedule set forth above.



Notwithstanding anything contained in this Agreement to the contrary, the
entire Option shall immediately become exercisable on the date of a Change in
Control of the Company and shall remain exercisable until (i) the tenth
anniversary of the date of Grant, (ii) an expiration date resulting from the
Employee’s death or a termination of the Employee’s employment in accordance
with Paragraph 6 below, or (iii) a date established by the Committee for the
purposes of cashing out the Option in accordance with Section 13(c) of the
Plan.



     5. The Option, unless sooner terminated or exercised in full, shall expire
on the tenth anniversary of the Date of Grant and, notwithstanding anything
herein to the contrary, no portion of the Option may be exercised after such
date.



     6. (a) Termination of Employment Due to Death or Disability. In the event
of the death of the Employee, or if the Employee’s employment is terminated due
to Disability, the unexercisable portion of the Option held by the Employee on
the date of the Employee’s death or the date of the termination of his or her
employment, as the case may be, shall immediately become exercisable as of such
date and the entire Option held by the Employee on such date shall remain
exercisable until the earlier of (i) the end of the 12-month period following
the date of the Employee’s death or the date of the termination of his or her
employment, as the case may be, or (ii) the date the Option would otherwise
expire. For purposes of this Agreement, “Disability” shall mean a disability
as determined under the Company’s long-term disability plan in effect on the
date the disability first occurs.



          (b) Termination of Employment Due to Retirement. If the Employee’s
employment is terminated due to retirement, the unexercisable portion of the
Option held by the Employee on the date of the Employee’s retirement shall
immediately be forfeited by the Employee as of such date and the exercisable
portion of the Option held by the Employee on such date shall remain
exercisable until the earlier of (i) the end of the 90-day period following the
date of the Employee’s retirement or (ii) the date the Option would otherwise
expire.



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          (c) Termination of Employment For Cause. If the Employee’s employment is
terminated by the Company or any of its subsidiaries for Cause, the entire
Option (both the exercisable and unexercisable portions of the Option) held by
the Employee on the date of the termination of his or her employment shall
immediately be forfeited by the Employee as of such date.



          (d) Termination of Employment Without Cause or Voluntary Termination. If
the Employee’s employment is terminated by the Company or any of its
subsidiaries without Cause or by the Employee (other than due to death,
Disability or retirement), the unexercisable portion of the Option held by the
Employee on the date of the termination of his or her employment shall
immediately be forfeited by the Employee as of such date and the exercisable
portion of the Option held by the Employee on such date shall remain
exercisable until the earlier of (i) the end of the 90-day period following the
date of the termination of his or her employment, or (ii) the date the Option
would otherwise expire.



     7. During the Employee’s lifetime, the Option shall not be subject in any
manner to alienation, anticipation, sale, assignment, pledge, encumbrance or
other transfer and shall be exercisable only by the Employee. Upon the death
of the Employee, (i) the Option shall be exercisable only by the executor or
administrator of the estate of the deceased Employee or the person or persons
to whom the deceased Employee’s rights with respect to the Option shall pass by
will or the laws of descent and distribution and (ii) the Option shall be
exercisable (x) during the period specified in Paragraph 6(a) above, if the
Employee’s employment terminated as a result of his or her death or (y) during
the same period that the Option would have been exercisable by the Employee if
he or she had survived, if the Employee’s death occurred after the Employee’s
employment terminated.



     8. The Employee may exercise the Option regardless of whether any other
option that the Employee has been granted by the Company remains unexercised.
In no event may the Employee exercise the Option for a fraction of a share or
for the lessor of 100 shares or the remaining exercisable shares.



     9. Any exercise of the Option shall be in writing addressed to the
Corporate Secretary of the Company at the principal place of business of the
Company, specifying the Option being exercised and the number of shares to be
purchased. The Option’s Exercise Price shall be paid by the Employee on the
date the Option is exercised in cash or, if permitted by the Committee in its
sole discretion, in shares of Common Stock owned by the Employee or by a
combination of cash and previously owned shares. Any shares of Common Stock
delivered in payment of the Exercise Price shall be valued at their then Fair
Market Value.



     10. By his or her acceptance of this Agreement, the Employee agrees to
reimburse the Company for any taxes required by any government to be withheld
or otherwise deducted and paid by the Company with respect to the issuance or
disposition of the shares subject to the Option. In lieu thereof, the Company
shall have the right to withhold the amount of such taxes from any other sums
due or to become due from the Company to the Employee. The Company may, in its
discretion, hold the stock certificate or certificates to which the Employee is
entitled upon the exercise of the Option as security for the payment of such
withholding tax liability, until cash sufficient to pay that liability has been
accumulated. In addition, at any time that the Company becomes subject to a
withholding obligation under applicable law with respect to the exercise of a
Nonqualified Stock Option (the “Tax Date”), except as set forth below, a holder
of a Nonqualified Stock Option may elect to satisfy, in whole or in part, the
holder’s related personal tax liabilities (an “Election”) by (a) directing the
Company to withhold from shares issuable in the related exercise either a
specified number of shares or shares having a specified value (in each case not
in excess of the related personal tax liabilities), (b) tendering shares
previously issued pursuant to the exercise of an Award or other shares of the
Company’s Common Stock owned by the holder or (c) combining any or all of the
foregoing Elections in any fashion. An Election shall be irrevocable. The
withheld shares and other shares of Common Stock tendered in payment shall be
valued at their Fair Market Value on the Tax Date. The Committee may
disapprove of any Election, suspend or terminate the right to make Elections or
provide that the right to make Elections shall not apply to particular shares
or exercises. The Committee may impose any additional conditions or
restrictions on the right to make an Election as it shall deem appropriate,
including any limitations necessary to comply with Section 16 of the Exchange
Act.



     11. The Employee shall not have any of the rights of a shareholder with
respect to the shares of Common Stock underlying the Option until the Option is
exercised and the Employee receives such shares.



     12. If the Company, in its sole discretion, shall determine that it is
necessary, to comply with applicable securities laws, the certificate or
certificates representing the shares purchased pursuant to the exercise of the
Option shall bear an appropriate legend in form and substance, as determined by
the Company, giving notice of applicable restrictions on transfer under or with
respect to such laws.



     13. The Employee covenants and agrees with the Company that if, at the
time of exercise of the Option, there does not exist a Registration Statement
on an appropriate form under the Securities Act of 1933, as amended (the
“Act”), which Registration Statement shall have become effective and shall include a prospectus that
is current with respect to the shares subject to the Option, (i) that he or she
is purchasing the shares for his or her own account and not with a view to the
resale or distribution thereof, (ii) that



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any subsequent offer for sale or sale
of any such shares shall be made either pursuant to (x) a Registration
Statement on an appropriate form under the Act, which Registration Statement
shall have become effective and shall be current with respect to the shares
being offered and sold, or (y) a specific exemption from the registration
requirements of the Act, but in claiming such exemption, the Employee shall,
prior to any offer for sale or sale of such shares, obtain a favorable written
opinion from counsel for or approved by the Company as to the applicability of
such exemption and (iii) that the Employee agrees that the certificate or
certificates evidencing such shares shall bear a legend to the effect of the
foregoing.



     14. This Agreement is subject to all terms, conditions, limitations and
restrictions contained in the Plan, which shall be controlling in the event of
any conflicting or inconsistent provisions. In the event of any conflict
between the provisions of this Agreement and the provisions of any other
agreement between the Company and the Employee (but not an employment or
change-in-control agreement), the provisions of this Agreement shall prevail.



     15. This Agreement is not a contract of employment and the terms of the
Employee’s employment shall not be affected hereby or by any agreement referred
to herein except to the extent specifically so provided herein or therein.
Nothing herein shall be construed to impose any obligation on the Company to
continue the Employee’s employment, and it shall not impose any obligation on
the Employee’s part to remain in the employ of the Company.



     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date written below.



	 
	General Cable Corporation

	

	By:

	Robert J. Siverd

	Executive Vice President, General Counsel & Secretary








ACCEPTED:




By:                                                         

name





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