exv10w36






Exhibit 10.36




EXECUTIVE EMPLOYMENT AGREEMENT




     This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is executed as of January 1, 2010 between
Belden Inc., a Delaware corporation (the “Company”), and Hendrikus (Henk) Derksen (the
“Executive”).



W I T N E S S E T H:




     WHEREAS, the Company desires to employ Executive as its Vice President, Financial Planning and
Analysis and Treasurer; and



     WHEREAS, the Company and Executive desire to enter into this Agreement to set forth the terms of
Executive’s employment by the Company;



     NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. POSITION/DUTIES.



          (a) Executive shall serve as the Vice President, Financial Planning and Analysis and Treasurer
of the Company.




          (b) Executive shall use his best efforts to perform faithfully and efficiently the duties and
responsibilities assigned to Executive hereunder and devote substantially all of Executive’s
business time to the performance of Executive’s duties with the Company; provided, the foregoing
shall not prevent Executive from participating in charitable, civic, educational, professional or
community affairs so long as such activities do not materially interfere with the performance of
Executive’s duties hereunder or create a potential business conflict or the appearance thereof.




          (c) Executive shall move to St. Louis, Missouri, USA and travel to other locations, as
required to perform his duties.




     2. TERM OF AGREEMENT. This Agreement shall be effective on the date hereof (the “Effective
Date”) and shall end on the third anniversary of the Effective Date. The term of this Agreement
shall be automatically extended thereafter for successive one (1) year periods unless, at least
ninety (90) days prior to the end of the initial term of this Agreement or the then current
succeeding one-year extended term of this Agreement, the Company or Executive has notified the
other that the term hereunder shall terminate upon its expiration date. The initial term of this
Agreement, as it may be extended from year to year thereafter, is herein referred to as the “Term.”
The foregoing to the contrary notwithstanding, upon the occurrence of a Change in Control (defined
below) at any time after the first anniversary of the Effective Date, the Term of this Agreement
shall be extended to the second anniversary of the date of the occurrence of such Change in Control
and shall be subject to expiration thereafter upon notice by Executive or the Company to the other
party or to automatic successive additional one-year periods, as the case may be, in the manner
provided above. If Executive remains employed by the Company beyond the expiration of the Term, he
shall be an employee at-will; except that any



 









 




provisions identified as surviving shall continue. In all events hereunder, Executive’s
employment is subject to earlier termination pursuant to Section 7 hereof, and upon such earlier
termination the Term shall be deemed to have ended.




     3. BASE SALARY. As of the Effective Date, the Company shall pay Executive a base salary (the
“Base Salary”) at an annual rate of $290,045, payable in accordance with the regular payroll
practices of the Company. Executive’s Base Salary shall be subject to annual review by the
Company’s Chief Financial Officer (“CFO”) and may be increased from time to time by the CFO (as
approved by the Compensation Committee of the Board of Directors of the Company). The base salary
as determined herein from time to time shall constitute “Base Salary” for purposes of this
Agreement.



     4. ANNUAL CASH INCENTIVE. Executive shall continue to be eligible to participate in the
Company’s management cash incentive plan and any successor annual cash plans. Executive shall have
the opportunity to earn an annual target cash incentive, measured against performance criteria to
be determined by the Company’s Board (or a committee thereof) having a grant date of not less than
45% of Base Salary.



     5. EQUITY AWARDS.



          (a) LONG-TERM INCENTIVE AWARDS.





          (i) Executive shall continue to be eligible for annual long-term incentive awards
throughout the Term under such long-term incentive plans and programs as may be in effect
from time to time in accordance with the Company’s compensation practices and the terms and
provisions of any such plans or programs; provided, that Executive’s participation in such
plans and programs shall be at a level and on terms and conditions consistent with
participation by other senior executives of the Company, as the Board or the Committee shall
determine in its sole discretion, with due consideration of Executive’s position, awards
granted to other senior executives of the Company and competitive compensation data. The
Executive’s target for participating in the Company’s plan shall be 75% of Base salary.




          (ii) All long-term incentive awards to Executive shall be granted pursuant to and shall
be subject to all of the terms and conditions imposed upon such awards granted under the
Plan.



          (b) STOCK OWNERSHIP. Executive shall be subject to, and shall comply with, the stock
ownership guidelines of the Company as may be in effect from time to time. Executive shall have
five (5) years to satisfy the stock ownership guidelines applicable to Executive. As of the
Effective Date, the Executive’s annual interim target for share accumulation is 20% after the first
year, 40% after the second year, 60% after the third year, and 80% after the fourth year.




     6. EMPLOYEE BENEFITS. As of the Effective Date:



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          (a) BENEFIT PLANS. Executive shall be entitled to participate in all employee benefit plans
of the Company including, but not limited to, relocation policy, equity, pension, thrift, profit
sharing, medical coverage, education, or other retirement or welfare benefits that the Company has
adopted or may adopt, maintain or contribute to for the benefit of its senior executives in
accordance with the terms of such plans and programs.




          (b) VACATION. Executive shall be entitled to annual paid vacation in accordance with the
Company’s policy applicable to senior executives.




          (c) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation,
Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy for all
reasonable and necessary business expenses incurred in connection with the performance of
Executive’s duties hereunder.




          (d) RELOCATION. Executive will relocate his residence to the vicinity of the Company’s
headquarters within a timeframe mutually agreed upon between Executive and the CEO, but not later
than 60 days following the Effective Date. Executive shall be entitled to relocation benefits in
accordance with the Company’s relocation policy; provided the Company shall extend the period for
which Executive shall be eligible for reimbursement of his temporary housing expenses for 60 days.
The Company will pay Executive his relocation cost of returning to The Netherlands if, during the
three-year initial term of this Agreement, the Company terminates this Agreement for Cause or
Without Cause, or fails to renew this Agreement.




          (e) CERTAIN AMENDMENTS. Nothing herein shall be construed to prevent the Company from
amending, altering, terminating or reducing any plans, benefits or programs.




     7. TERMINATION. Executive’s employment and the Term shall terminate on the first of the
following to occur:



          (a) DISABILITY. Upon written notice by the Company to Executive of termination due to
Disability, while Executive remains Disabled. For purposes of this Agreement, “Disability” shall
have the meaning defined under the Company’s then-current long-term disability insurance plan in
which Executive participates.




          (b) DEATH. Automatically on the date of death of Executive.




          (c) CAUSE. Immediately upon written notice by the Company to Executive of a termination of
Executive’s employment for Cause. “Cause” shall mean:





          (i) Executive’s willful and continued failure to perform substantially his duties owed
to the Company or its affiliates after a written demand for substantial performance is
delivered to him specifically identifying the nature of such unacceptable performance, which
is not cured by Executive within a reasonable period, not to exceed thirty (30) days;




          (ii) Executive is convicted of (or pleads guilty or no contest to) a felony or any crime
involving moral turpitude; or



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          (iii) Executive has engaged in conduct that constitutes gross misconduct in the
performance of his employment duties.




An act or omission by Executive shall not be “willful” if conducted in good faith and with
Executive’s reasonable belief that such conduct is in the best interests of the Company.



          (d) WITHOUT CAUSE. Upon written notice by the Company to Executive of an involuntary
termination of Executive’s employment other than for Cause (and other than due to his Disability).




          (e) GOOD REASON. Upon written notice by Executive to the Company of a voluntary termination
of Executive’s employment at any time during a Protection Period (defined in Section 10 below), for
Good Reason. “Good Reason” shall mean, without the express written consent of Executive, the
occurrence of any of the following events during a Protection Period:





          (i) Executive’s Base Salary or annual target cash incentive opportunity is materially
reduced;




          (ii) Executive’s duties or responsibilities are negatively and materially changed in a
manner inconsistent with Executive’s position (including status, offices, titles, and
reporting responsibilities) or authority; or




          (iii) The Company requires Executive’s principal office to be relocated more than 50
miles from its location as of the date immediately preceding the Change in Control.



     Prior to any termination by Executive for “Good Reason,” he shall provide the Board not less
than thirty (30) nor more than ninety (90) days’ notice, with specificity, of the grounds
constituting Good Reason and an opportunity within such notice period for the Company to cure such
grounds. The notice shall be given within ninety (90) days following the initial existence of
grounds constituting Good Reason for such notice and subsequent termination, if not so cured above,
to be effective.



          (f) VOLUNTARY TERMINATION FOR ANY REASON (WITHOUT GOOD REASON DURING A PROTECTION PERIOD).
Upon at least thirty (30) days’ prior written notice by Executive to the Company of Executive’s
voluntary termination of employment (i) for any reason prior to or after a Protection Period or
(ii) without Good Reason during a Protection Period, in either case which the Company may, in its
sole discretion, make effective earlier than any termination date set forth in such notice.




     8. CONSEQUENCES OF TERMINATION. Any termination payments made and benefits provided under
this Agreement to Executive shall be in lieu of any termination or severance payments or benefits
for which Executive may be eligible under any of the plans, policies or programs of the Company or
its affiliates, it being understood that any Long-Term Awards (as defined in Section 11 hereof)
shall be treated as addressed in Section 11 hereof.



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Upon termination of Executive’s employment, the following amounts and benefits shall be due to
Executive:




          (a) DEATH; DISABILITY. If Executive’s employment terminates due to Executive’s death or
Disability, then the Company shall pay or provide Executive (or the legal representative of his
estate in the case of his death) with:





          (i) (A) any accrued and unpaid Base Salary through the date of termination and any
accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any
unreimbursed expenses, incurred and documented in accordance with applicable Company policy,
through the date of termination (collectively, “Accrued Obligations”);




          (ii) Any unpaid cash incentive award earned with respect to any fiscal year ending on or
preceding the date of termination, payable when annual cash incentives are paid generally to
senior executives for such year;




          (iii) A pro-rated annual cash incentive award for the fiscal year in which such
termination occurs, the amount of which shall be based on actual performance under the
applicable annual cash incentive plan and a fraction, the numerator of which is the number of
days elapsed during the performance year through the date of termination and the denominator
of which is 365, which pro-rated cash incentive award shall be paid when awards are paid
generally to senior executives for such year;




          (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be,
as may be provided under the Company plans in which Executive participates immediately prior
to such termination; and



          (b) VOLUNTARY TERMINATION (INCLUDING VOLUNTARY TERMINATION WITHOUT GOOD REASON DURING A
PROTECTION PERIOD); INVOLUNTARY TERMINATION WITHOUT CAUSE AT OR AFTER AGE 65; INVOLUNTARY
TERMINATION FOR CAUSE.




          (i) If Executive’s employment should be terminated (i) by Executive for any reason at
any time other than during a Protection Period, or (ii) by Executive without Good Reason
during a Protection Period, then the Company shall pay to Executive any Accrued Obligations
in accordance with Section 8(a)(i).




          (ii) If Executive’s employment is terminated by the Company without Cause and other than
for Disability at or after Executives’ attainment of age 65, the Company shall pay to
Executive any Accrued Obligations.




          (iii) If Executive’s employment is terminated by the Company for Cause, the Company
shall pay to Executive any Accrued Obligations.



          (c) TERMINATION WITHOUT CAUSE. If at any time (A) prior to Executive’s attainment of age 65
and (B) other than during a Protection Period, Executive’s






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employment by the Company is terminated by the Company without Cause (and other than a
termination for Disability), then the Company shall pay or provide Executive with:





          (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);




          (ii) Any unpaid annual cash incentive earned with respect to any fiscal year ending on
or preceding the date of termination, payable when such incentives are paid generally to
senior executives for such year;




          (iii) A pro-rated annual cash incentive for the fiscal year in which such termination
occurs, the amount of which shall be based on actual performance under the applicable annual
cash incentive plan and a fraction, the numerator of which is the number of days elapsed
during the performance year through the date of termination and the denominator of which is
365, which pro-rated annual cash incentive award shall be paid when awards are paid generally
to senior executives for such year;




          (iv) Severance payments in the aggregate amount equal to the sum of (A) Executive’s
then Base Salary plus (B) his annual target cash incentive, which amount shall be payable to
Executive in equal semi-monthly payroll installments over a period of twelve (12) months;




          For purposes of this subparagraph (iv) each installment severance payment to Executive
under this subparagraph (iv) shall be treated as a separate payment (within the meaning of
Section 409A).




          Provided, anything herein to the contrary notwithstanding, if on the date of
termination, Executive is a “specified employee” of the Company (as defined in Treasury
Regulation Section 1.409A-1(i)), to the extent that such severance payments (and any other
payments and benefits provided in Section 8) constitute a “deferral of compensation” under a
“nonqualified deferred compensation plan” under Section 409A and Treasury Regulation Section
1.409A-1, the following provisions shall apply (“Safe Harbor and Postponement”):




          (1) If such payments and benefits are payable on account of Executive’s
“involuntary separation from service” (as defined in Treasury Regulation Section
1.409A-1(n)), Executive shall receive such amount of his severance payments during
the six (6)-month period immediately following the date of termination as equals the
lesser of: (x) such severance payment amount due Executive under Section 8 during
such six (6)-month period or (y) two (2) multiplied by the compensation limit in
effect under Section 401(a)(17) of the Code, for the calendar year in which the date
of termination occurs and as otherwise provided under Treasury Regulation Section
1.409A-1(b)(9)(iii) and shall be entitled to such of his benefits as satisfy the
exception under Treasury Regulation Section 1.409A-1(b)(9)(v) (“Limitation Amount”).




          (2) To the extent that, upon such “involuntary separation from service,” the
amount of payments and benefits that would have been payable to



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Executive under Section 8 during the six (6)-month period following the last
day of his employment exceeds the Limitation Amount, such excess shall be paid on
the first regular semi-monthly payroll date following the expiration of such six
(6)-month period.




          (3) If the Company reasonably determines that such employment termination is
not such an “involuntary separation from service,” all such payments and benefits
that would have been payable to the Executive under Section 8 during the six
(6)-month period immediately following the date of termination, but for such
determination, shall be paid on the first regular semi-monthly payroll date
immediately following the expiration of such six (6)-month period following the date
of termination.




          (4) Any payments under this Section 8(c) that are postponed pursuant to the
Safe Harbor and Postponement shall accrue interest at an annual rate (compounded
monthly) equal to the short-term applicable federal rate (as in effect under Section
1274(d) of the Code on the last day of the Executive’s employment) plus 100 basis
points, which interest shall be paid on the first regular semi-monthly payroll date
immediately following the expiration of the six (6)-month period following the date
of termination.




          (v) Subject to Executive’s continued co-payment of premiums, continued participation for
twelve (12) months in the Company’s medical benefits plan which covers Executive and his
eligible dependents upon the same terms and conditions (except for the requirements of
Executive’s continued employment) in effect for active employees of the Company. In the
event Executive obtains other employment that offers substantially similar or more favorable
medical benefits, such continuation of coverage by the Company under this subsection shall
immediately cease. The continuation of health benefits under this subsection shall reduce
the period of coverage and count against Executive’s right to healthcare continuation
benefits under COBRA.



     9. CONDITIONS. Any payments or benefits made or provided to Executive pursuant to any
subsection of Section 8, other than Accrued Obligations, are subject to Executive’s:



          (a) compliance with the provisions of Section 12 hereof;




          (b) delivery to the Company of an executed Agreement and General Release (the “General
Release”), which shall be substantially in the form attached hereto as Exhibit A within
twenty-one (21) days after presentation thereof by the Company to Executive; and




          (c) delivery to the Company of a resignation from all offices, directorships and fiduciary
positions held by Executive with the Company, its affiliates and employee benefit plans.



Notwithstanding the due date of any post-employment payments, any amounts due following a
termination under this Agreement (other than Accrued Obligations) shall not be payable until after
the expiration of any statutory revocation period applicable to the General Release without






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Executive having revoked such General Release, and, subject to the provisions of Section 21 hereof,
any such amounts shall be paid to Executive within thirty (30) days thereafter. Notwithstanding
the foregoing, Executive shall be entitled to any Accrued Obligations, payable without regard for
the conditions of this Section 9.




     10. CHANGE IN CONTROL; EXCISE TAX.



          (a) CHANGE IN CONTROL. A “Change in Control” of the Company shall be deemed to have occurred
if any of the events set forth in any one of the following subparagraphs shall occur:





          (i) The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
(a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than 50% of either (i) the then-outstanding shares of common stock of
the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in the election
of directors (the “Outstanding Company Voting Securities”); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not constitute a Change of
Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company,
(3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company, or (4) any acquisition by any
corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection
(iii) of this definition;




          (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board;




          (iii) consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a “Business
Combination”), in each case, unless, following such Business Combination, (1) all or
substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and
the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation resulting from
such Business Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries) and in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the Outstanding Company
Common Stock and Outstanding Company Voting



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Securities, as the case may be, and (2) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or




          (iv) approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.



          (b) QUALIFYING TERMINATION. If, prior to Executive’s attainment of age 65, Executive’s
employment is involuntarily terminated by the Company without Cause (and other than due to his
Disability) or is voluntarily terminated by Executive for Good Reason, in either case only during
the period commencing on the occurrence of a Change in Control of the Company and ending on the
second anniversary of date of the Change in Control (“Protection Period”), then the Company shall
pay or provide Executive with:





          (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);




          (ii) Any unpaid annual cash incentive award earned with respect to any fiscal year
ending on or preceding the date of termination, payable when awards are paid generally to
senior executives for such year;




          (iii) A pro-rated annual cash incentive for the fiscal year in which such termination
occurs, the amount of which shall be based on target performance and a fraction, the
numerator of which is the number of days elapsed during the performance year through the date
of termination and the denominator of which is 365, which pro-rated annual cash incentive
award shall be paid when awards are paid generally to senior executives for such year;




          (iv) A lump sum severance payment in the aggregate amount equal to the product of (A)
the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his
annual target annual cash incentive award multiplied by (B) two (2); provided, unless the
Change of Control occurring on or preceding such termination also meets the requirements of
Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any successor
provision) thereunder (a “409A Change in Control”), the amount payable to Executive under
this subparagraph (iv) shall be paid to Executive in equal semi-monthly payroll installments
over a period of twenty-four (24) months, not in a lump sum, to the extent necessary to avoid
the application of Section 409A(a)(1)(A) and (B);




          (v) Subject to Executive’s continued co-payment of premiums, continued participation for
two (2) years in the Company’s medical benefits plan which covers Executive and his eligible
dependents upon the same terms and conditions (except for the requirements of Executive’s
continued employment) in effect for active employees of the Company. In the event Executive
obtains other employment that offers substantially similar or more favorable medical
benefits, such continuation of coverage by the Company under this subsection shall
immediately cease. The continuation of health benefits under



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this subsection shall reduce the period of coverage and count against Executive’s right
to healthcare continuation benefits under COBRA; and




          (vi) Payments falling under Section 10(b)iv shall, if to be paid in a lump sum pursuant
to such section, be paid within ten (10) business days after the Executive’s termination of
employment.




          Provided, to the extent applicable under Section 409A as a “deferral of compensation,”
and not as a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4), the
payments and benefits payable to Executive under this Section 10(b) shall be subject to the
Safe Harbor and Postponement provided at Section 8(c)(iv).



          (c) EXCISE TAX. If it is determined that any amount, right or benefit paid or payable (or
otherwise provided or to be provided) to the Executive by the Company or any of its affiliates
under this Agreement or any other plan, program or arrangement under which Executive participates
or is a party, other than amounts payable under this Section 10(c), (collectively, the “Payments”),
would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (“Code”), subject to the excise tax imposed by Section 4999 of the
Code, as amended from time to time (the “Excise Tax”), Executive will have the option of either
paying the Excise Tax or reducing the amount of Payments to the safe harbor level of the Code less
$1.00.




     11. LONG-TERM AWARDS. All of Executive’s stock options, stock appreciation rights, restricted
stock units, performance share units and any other long-term incentive awards granted under any
long-term incentive plan of the Company, whether granted before or after the Effective Date
(collectively “Long-Term Awards”), shall remain in effect in accordance with their terms and
conditions, including with respect to the consequences of the termination of Executive’s employment
or a change in control, and shall not be in any way amended, modified or affected by this
Agreement.



     12. EXECUTIVE COVENANTS.



          (a) CONFIDENTIALITY. Executive agrees that Executive shall not, commencing on the date hereof
and at all times thereafter, directly or indirectly, use, make available, sell, disclose or
otherwise communicate to any person, other than in the course of Executive’s employment and for the
benefit of the Company, any nonpublic, proprietary or confidential information, knowledge or data
relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall
have been obtained by Executive during Executive’s employment by the Company. The foregoing shall
not apply to information that (i) was known to the public prior to its disclosure to Executive;
(ii) becomes known to the public subsequent to disclosure to Executive through no wrongful act of
Executive or any representative of Executive; or (iii) Executive is required to disclose by
applicable law, regulation or legal process (provided that Executive provides the Company with
prior notice of the contemplated disclosure and reasonably cooperates with the Company at its
expense in seeking a protective order or other appropriate protection of such information).
Notwithstanding clauses (i) and (ii) of the preceding sentence, Executive’s obligation to maintain
such disclosed information in confidence shall not terminate where only portions of the information
are in the public domain.







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          (b) NONSOLICITATION. Commencing on the date hereof, and continuing during Executive’s
employment with the Company and for the twelve (12) month period following termination of
Executive’s employment for any reason (a twenty-four (24) month post-employment period in the event
of a termination of Executive’s employment for any reason at any time during a Protection Period)
(“Restricted Period”), Executive agrees that Executive shall not, without the prior written consent
of the Company, directly or indirectly, individually or on behalf of any other person, firm,
corporation or other entity: (i) solicit, recruit or employ (whether as an employee, officer,
director, agent, consultant or independent contractor) any person who was or is at any time during
the six (6) months preceding Executive’s termination of employment an employee, representative,
officer or director of the Company; (ii) take any action to encourage or induce any employee,
representative, officer or director of the Company to cease their relationship with the Company for
any reason; or (iii) knowingly solicit, aid or induce any customer of the Company or any of its
subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its
subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid
any other persons or entity in identifying or soliciting any such customer.




          (c) NONCOMPETITION. Executive acknowledges that Executive performs services of a unique
nature for the Company that are irreplaceable, and that Executive’s performance of such services to
a competing business will result in irreparable harm to the Company. Accordingly, during the
Restricted Period, Executive agrees that Executive shall not, directly or indirectly, own, manage,
operate, control, be employed by (whether as an employee, consultant, independent contractor or
otherwise, and whether or not for compensation) or render services to any person, firm, corporation
or other entity, in whatever form, engaged in any business of the same type as any business in
which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or
in which they have proposed, on or prior to such date, to be engaged in on or after such date at
any time during the twelve (12)-month period ending with the date of termination for any reason (a
twenty-four month post-employment period in the event of termination of Executive’s employment for
any reason at any time during a Protection Period) , in any locale of any country in which the
Company conducts business. This Section 12(c) shall not prevent Executive from owning not more
than two percent (2%) of the total shares of all classes of stock outstanding of any publicly held
entity engaged in such business.




          (d) NONDISPARAGEMENT. Each of Executive and the Company (for purposes hereof, “the Company”
shall mean only (i) the Company by press release or other formally released announcement and (ii)
the executive officers and directors thereof and not any other employees) agrees not to make any
public statements that disparage the other party, or in the case of the Company, its respective
affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing,
statements made in the course of sworn testimony in administrative, judicial or arbitral
proceedings (including, without limitation, depositions in connection with such proceedings) shall
not be subject to this Section 12(d). Executive’s provision shall also not cover normal
competitive statements which do not cite Executive’s employment by the Company.




          (e) RETURN OF COMPANY PROPERTY AND RECORDS. Executive agrees that upon termination of
Executive’s employment, for any cause whatsoever, Executive






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will surrender to the Company in good condition (reasonable wear and tear excepted) all
property and equipment belonging to the Company and all records kept by Executive containing the
names, addresses or any other information with regard to customers or customer contacts of the
Company, or concerning any proprietary or confidential information of the Company or any
operational, financial or other documents given to Executive during Executive’s employment with the
Company.




          (f) COOPERATION. Executive agrees that, following termination of Executive’s employment for
any reason, Executive shall upon reasonable advance notice, and to the extent it does not interfere
with previously scheduled travel plans and does not unreasonably interfere with other business
activities or employment obligations, assist and cooperate with the Company with regard to any
matter or project in which Executive was involved during Executive’s employment, including any
litigation. The Company shall compensate Executive for reasonable expenses incurred in connection
with such cooperation and assistance.




          (g) ASSIGNMENT OF INVENTIONS. Executive will promptly communicate and disclose in writing to
the Company all inventions and developments including software, whether patentable or not, as well
as patents and patent applications (hereinafter collectively called “Inventions”), made, conceived,
developed, or purchased by Executive, or under which Executive acquires the right to grant licenses
or to become licensed, alone or jointly with others, which have arisen or jointly with others,
which have arisen or may arise out of Executive’s employment, or relate to any matters pertaining
to, or useful in connection therewith, the business or affairs of the Company or any of its
subsidiaries. Included herein as if developed during the employment period is any specialized
equipment and software developed for use in the business of the Company. All of Executive’s right,
title and interest in, to, and under all such Inventions, licenses, and right to grant licenses
shall be the sole property of the Company. Any such Inventions disclosed to anyone by Executive
within one (1) year after the termination of employment for any cause whatsoever shall be deemed to
have been made or conceived by Executive during the Term. As to all such Inventions, Executive
will, upon request of the Company execute all documents which the Company deems necessary or proper
to enable it to establish title to such Inventions or other rights, and to enable it to file and
prosecute applications for letters patent of the United States and any foreign country; and do all
things (including the giving of evidence in suits and other proceedings) which the Company deems
necessary or proper to obtain, maintain, or assert patents for any and all such Inventions or to
assert its rights in any Inventions not patented.




          (h) EQUITABLE RELIEF AND OTHER REMEDIES. The parties acknowledge and agree that the other
party’s remedies at law for a breach or threatened breach of any of the provisions of this Section
12 would be inadequate and, in recognition of this fact, the parties agree that, in the event of
such a breach or threatened breach, in addition to any remedies at law, the other party, without
posting any bond, shall be entitled to obtain equitable relief in the form of specific performance,
temporary restraining order, a temporary or permanent injunction or any other equitable remedy
which may then be available.




          (i) REFORMATION. If it is determined by a court of competent jurisdiction in any state that
any restriction in this Section 12 is excessive in duration or scope or is unreasonable or
unenforceable under the laws of that state, it is the intention of the parties that






12









 







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.




          (j) SURVIVAL OF PROVISIONS. The obligations of Executive set forth in this Section 12 shall
survive the termination of Executive’s employment by the Company and the termination or expiration
of this Agreement and shall be fully enforceable thereafter.




     13. NO ASSIGNMENTS.



          (a) This Agreement is personal to each of the parties hereto. Except as provided in Section
13(b) below, no party may assign or delegate any rights or obligations hereunder without first
obtaining the written consent of the other party hereto.




          (b) The Company shall assign this Agreement to any successor to all or substantially all of
the business or assets of the Company provided that the Company shall require such successor to
expressly assume 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 and shall deliver
a copy of such assignment to Executive.




     14. NOTICE. For the purpose of this Agreement, notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the
date of delivery if delivered by hand, (b) on the first business day following the date of deposit
if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following
the date delivered or mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:


If to Executive:



Mr. Henk Derksen

7721 Davis Drive

Clayton, Missouri 63105



If to the Company:



Belden Inc.

7733 Forsyth Boulevard

Suite 800

St. Louis, Missouri 63105

Attn: General Counsel



or to such other address as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.




     15. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included
solely for convenience and shall not affect, or be used in connection with, the interpretation of
this Agreement. In the event of any inconsistency between this Agreement and any other agreement
(including but not limited to any option, long-term incentive



13









 




or other equity award agreement), plan, program, policy or practice of the Company, the terms
of this Agreement shall control.




     16. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the
invalidity of unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.



     17. ARBITRATION. Any dispute or controversy arising under or in connection with this
Agreement, other than injunctive relief under Section 12(h) hereof or damages for breach of Section
12, shall be settled exclusively by arbitration, conducted before a single arbitrator in St. Louis,
Missouri, administered by the American Arbitration Association (“AAA”) in accordance with its
Commercial Arbitration Rules then in effect. The single arbitrator shall be selected by the mutual
agreement of the Company and Executive, unless the parties are unable to agree to an arbitrator, in
which case, the arbitrator will be selected under the procedures of the AAA. The arbitrator will
have the authority to permit discovery and to follow the procedures that Executive or she
determines to be appropriate. The arbitrator will have no power to award consequential (including
lost profits), punitive or exemplary damages. The decision of the arbitrator will be final and
binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court
having jurisdiction. Each party shall bear its own legal fees and costs and equally divide the
forum fees and cost of the arbitrator.



     18. INDEMNIFICATION; LIABILITY INSURANCE. The Company and Executive shall enter into the
Company’s standard form of indemnification agreement governing his conduct as an officer and
director of the Company.



     19. AMENDMENTS; WAIVER. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed by Executive and
such officer or director as may be designated by the Board. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent time.



     20. ENTIRE AGREEMENT; MISCELLANEOUS. This Agreement together with all exhibits hereto sets
forth the entire agreement of the parties hereto in respect of the subject matter contained herein.
No agreements or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of Delaware without regard to its conflicts of law principles.
The descriptive headings in this Agreement are inserted for convenience of reference only and are
not intended to be part of or to affect the meaning or interpretation of this Agreement. The use
of the word “including” in this Agreement shall be by way of example rather than by limitation and
of the word “or” shall be inclusive and not exclusive.



14









 





     21. CODE SECTION 409A.



          (a) It is intended that any amounts payable under this Agreement and the Company’s and
Executive’s exercise of authority or discretion hereunder shall comply with the provisions of
Section 409A of the Code and the treasury regulations relating thereto so as not to subject
Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In
furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be
payable to Executive before such time as such payment fully complies with the provisions of Section
409A and, to the extent that any regulations or other guidance issued under Section 409A after the
date of this Agreement would result in Executive being subject to payment of interest and tax
penalty under Section 409A, the parties agree to amend this Agreement in order to bring this
Agreement into compliance with Section 409A.




          (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind
benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a
commercially reasonable time after presentation of appropriate documentation but in no event later
than the end of the year immediately following the year in which Executive incurs such
reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs
or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other
year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange
for another payment or benefit.




          (c) Without limiting the discretion of either the Company or the Executive to terminate the
Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance
with 409A a termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits upon or following
a termination of employment unless such termination is also a separation from service (within the
meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit
thereunder)) as an employee and, for purposes of any such provision of this Agreement, references
to a “termination” or “termination of employment” shall mean separation from service as an employee
and such payments shall thereupon be made at or following such separation from service as an
employee as provided hereunder.




     22. FULL SETTLEMENT. Except as set forth in this Agreement, 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 circumstances, including without limitation, set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have against Executive or
others, except to the extent any amounts are due the Company or its subsidiaries or affiliates
pursuant to a judgment against Executive. In no event shall Executive be obliged to seek other
employment or take any other action by way of mitigation of the amounts payable to Executive under
any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced
by any compensation earned by Executive as a result of employment by another employer, except as
set forth in this Agreement.



     23. WITHHOLDING. The Company may withhold from any and all amounts payable under this
Agreement such federal, state and local taxes as may be required to be withheld pursuant to any
applicable law or regulation.



15









 





     24. AGREEMENT OF THE PARTIES. The language used in this Agreement will be deemed to be the
language chosen by the parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party hereto. Neither Executive nor the Company shall be
entitled to any presumption in connection with any determination made hereunder in connection with
any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.



     25. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and the same instruments.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first
written above.



	 	 	 	 	 
	 	 	BELDEN INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Stroup
	 
	 	 	 	 
	 

	 	 	 	John Stroup, President and Chief
	 

	 	 	 	Executive Officer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Hendrikus Derksen
	 
	 	 	 	 
	 

	 	 	 	Hendrikus Derksen






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EXHIBIT A




GENERAL RELEASE OF ALL CLAIMS



     1. For and in consideration of the promises made in the Executive Employment Agreement
(defined below), the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for
himself, his heirs, administrators, legal representatives, executors, successors, assigns, and all
other persons claiming through Executive, if any (collectively, “Releasers”), does hereby release,
waive, and forever discharge Belden Inc. (“Company”), the Company’s subsidiaries, parents,
affiliates, related organizations, employees, officers, directors, attorneys, successors, and
assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to
Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or
claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and
costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore
has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in
consequence of, arising out of, or in any way relating to Executive’s employment with the Company
or any of its affiliates or the termination of Executive’s employment. The foregoing release and
discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any
obligations or causes of action arising from such claims, under common law including wrongful or
retaliatory discharge, breach of contract (including but not limited to any claims under the
Employment Agreement between the Company and Executive, effective as of January 1, 2010 (the
“Employment Agreement”) and any claims under any stock option and restricted stock units agreements
between Executive and the Company) and any action arising in tort including libel, slander,
defamation or intentional infliction of emotional distress, and claims under any federal, state or
local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and
1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Age Discrimination in Employment Act
(ADEA), the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the
Rehabilitation Act of 1973, the Missouri Human Rights Act (R.S. MO Section 213.010 et seq.), or the
discrimination or employment laws of any state or municipality, or any claims under any express or
implied contract which Releasers may claim existed with Releasees. This release and waiver does
not apply to any claims or rights that may arise after the date Executive signs this General
Release. The foregoing release does not apply to any claims of indemnification under the
Employment Agreement or a separate indemnification agreement with the Company or rights of coverage
under directors and officers liability insurance.



     2. Excluded from this release and waiver are any claims which cannot be waived by law,
including but not limited to the right to participate in an investigation conducted by certain
government agencies. Executive does, however, waive Executive’s right to any monetary recovery
should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on
Executive’s behalf. Executive represents and warrants that Executive has not filed any complaint,
charge, or lawsuit against the Releasees with any government agency or any court.



     3. Executive agrees never to sue Releasees in any forum for any claim covered by the above
waiver and release language, except that Executive may bring a claim under the ADEA to challenge
this General Release or as otherwise provided in this General Release. If



A-1









 




Executive violates this
General Release by suing Releasees, other than under the ADEA or as otherwise set forth in Section
1 hereof, Executive shall be liable to the Company for its reasonable attorneys’ fees and other
litigation costs incurred in defending against such a suit. Nothing in this General Release is
intended to reflect any party’s belief that Executive’s waiver of claims under ADEA is invalid or
unenforceable, it being the interest of the parties that such claims are waived.




     4. Executive acknowledges, agrees and affirms that he is subject to certain post-employment
covenants pursuant to Section 12 of the Employment Agreement, which covenants survive the
termination of his employment and the execution of this General Release.



     5. Executive acknowledges and recites that:



          (a) Executive has executed this General Release knowingly and voluntarily;




          (b) Executive has read and understands this General Release in its entirety;




          (c) Executive has been advised and directed orally and in writing (and this subparagraph (c)
constitutes such written direction) to seek legal counsel and any other advice he wishes with
respect to the terms of this General Release before executing it;




          (d) Executive’s execution of this General Release has not been coerced by any employee or
agent of the Company; and




          (e) Executive has been offered twenty-one (21) calendar days after receipt of this General
Release to consider its terms before executing it.




     6. This General Release shall be governed by the internal laws (and not the choice of laws) of
the State of Delaware, except for the application of pre-emptive Federal law.



     7. Executive shall have seven (7) days from the date hereof to revoke this General Release by
providing written notice of the revocation to the Company, as provided in Section 14 of the
Employment Agreement, upon which revocation this General Release shall be unenforceable and null
and void and in the absence of such revocation this General Release shall be binding and
irrevocable by Executive.



     PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.



	 	 	 	 	 
	Date:                                         , 20___

	 	EXECUTIVE:	 	 
	 
	 	 	 	 
	 
	 

	 	 

Hendrikus Derksen
	 	 






A-2