exv10w01



 





Exhibit 10.01




EXECUTIVE EMPLOYMENT AGREEMENT




     This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is executed on July 23, 2007 but
effective as of July 16, 2007, between Belden Inc., a Delaware corporation (the “Company”), and
[named executive] (the “Executive”).



W
I T N E S S E
T H:




     WHEREAS, the Company has employed Executive as its [named executive title], and Company
and Executive desire to reflect the continuation of such employment by this Agreement;



     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. Executive shall serve as the [named executive title] of the Company.
Executive shall use Executive’s 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.



     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 continue to pay Executive a base
salary (the “Base Salary”) at an annual rate of [$xxxxx], 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 Executive Officer (“CEO”)
[in the case of the Treasurer, the CFO] and may be adjusted from time to time by the CEO
[in the case of the Treasurer, 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 BONUS. As of the Effective Date, Executive shall continue to be eligible to
participate in the Company’s management incentive (bonus) plan and any successor annual bonus
plans. Executive shall have the opportunity to earn an annual target bonus, measured against
performance criteria to be determined by the Company’s Board (or a committee thereof).



     5. 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.



     6. EMPLOYEE BENEFITS. As of the Effective Date:



          (a) BENEFIT PLANS. Executive shall continue to be entitled to participate in all employee
benefit plans of the Company including, but not limited to, 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 continue to 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) 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:









2









 












          (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




          (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 bonus opportunity is 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.



          (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 stock options and



3









 







other Long-Term Awards (as defined in
Section 11 hereof) shall be treated as addressed in Section 11 hereof. 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 bonus earned with respect to any fiscal year ending on or preceding the date of
termination, payable when bonuses are paid generally to senior executives for such year;




          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of
which shall be based on actual performance under the applicable bonus 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 bonus shall be paid when
bonuses 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




4









 




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




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




          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of
which shall be based on actual performance under the applicable bonus 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 bonus shall be paid when
bonuses 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 bonus, which amount shall be payable to Executive in equal
payroll installments over a period of twelve (12) months; and




          (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


5









 






after the expiration of any statutory revocation period applicable to the General Release without
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



6









 







of the Outstanding Company Common Stock and Outstanding Company Voting
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 bonus earned with respect to any fiscal year ending on or preceding the date of
termination, payable when bonuses are paid generally to senior executives for such year;




          (iii) A pro-rated annual bonus 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 bonus shall be paid when bonuses 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
bonus multiplied by (B) two (2);




          (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 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 8(c)iv shall be paid in a lump sum within ten (10) business
days after the Executive’s receipt of the calculation from a specified advisor.



7









 





     (c) EXCISE TAX.




          (i) 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(d), (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”), and the present
value of such Payments (calculated in a manner consistent with that set forth in the
applicable regulations promulgated under Section 280G of the Code) is equal to or less than
110% of the threshold at which such amount becomes an “excess parachute payment,” then the
amount of the Payments payable to the Executive under this Agreement shall be reduced (a
“Reduction”) to the extent necessary so that no portion of such Payments payable to the
Executive is subject to the Excise Tax.




          (ii) In the event it shall be determined that the amount of the Payments payable to the Executive
is more than 110% greater than the threshold at which such amount becomes an “excess parachute
payment,” then the Executive shall be entitled to receive an additional payment from the
Company (a “Gross-Up Payment”) in an amount such that, after payment by the Executive of all
taxes (including any interest or penalties imposed with respect to such taxes), including,
without limitation, any income and employment taxes and Excise Tax imposed upon the Gross-Up
Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.




          (iii) All determinations required to be made under this Section 10(d), including whether and when
a Gross-Up Payment or a Reduction is required, the amount of such Gross-Up Payment or
Reduction and the assumptions to be utilized in arriving at such determination, shall be made
by an independent, nationally recognized accounting firm mutually acceptable to the Company
and the Executive (the “Auditor”); provided that in the event a Reduction is determined to be
required, the Executive may determine which Payments shall be reduced in order to comply with
the provisions of this Section 10(d). The Auditor shall promptly provide detailed supporting
calculations to both the Company and Executive following any determination that a Reduction or
Gross-Up Payment is necessary. All fees and expenses of the Auditor shall be paid by the
Company. Any Gross-Up Payment, as determined pursuant to this Section 10(d), shall be paid by
the Company to the Executive within five (5) days of the receipt of the Auditor’s
determination. All determinations made by the Auditor shall be binding upon the Company and
the Executive; provided that if, notwithstanding the Auditor’s initial determination, the
Internal Revenue Service (or other applicable taxing authority) determines that an additional
Excise Tax is due with respect to the Payments, then the Auditor shall recalculate the amount
of the Gross-Up Payment or Reduction Amount, if applicable, based upon the determinations made
by the Internal Revenue Service (or other applicable taxing authority) after taking into
account any additional interest and penalties (the “Recalculated Amount”) and the Company
shall pay to the Executive the excess of



8









 







the Recalculated Amount over the Gross-Up Payment
initially paid to the Executive or the amount of the Payments after the Reduction, as
applicable, within five (5) days of the receipt of the Auditor’s recalculation the Gross-Up
Payment.



     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.




          (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.




9









 








          (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 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




10









 




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 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.





11









 








          (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:




[named executive’s address]




If to the Company:




Belden Inc.

7701 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 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



12









 







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.



     21. CODE SECTION 409A. 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.



     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



13









 







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.



     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:  	 	 
	 	 	John Stroup, President and Chief 	 
	 	 	Executive Officer 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	[named executive] 	 
	 	 	 	 
	 



14









 






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 July 16, 2007, (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



 









 







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: 

 	 
	 	   	 	 
	 	 	[named executive] 	 
	 	 	 	 
	 




D-2