**Exhibit 10.10**

 

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**SUPERIOR ESSEX INC.**

**AMENDED AND RESTATED EXECUTIVEBONUS PLAN**

 

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**TABLE OF CONTENTS**

 
| **ARTICLE 1 ESTABLISHMENT OF PLAN**                   | 1                                                      |
|-------------------------------------------------------|--------------------------------------------------------|
| 1.1                                                   | Background                                             | 1 |
| 1.2                                                   | Purpose                                                | 1 |
| 1.3                                                   | Effective Date                                         | 1 |
| **ARTICLE 2 DEFINITIONS**                             | 2                                                      |
| 2.1                                                   | Definitions                                            | 2 |
| **ARTICLE 3 ADMINISTRATION**                          | 4                                                      |
| 3.1                                                   | Committee                                              | 4 |
| 3.2                                                   | Authority of Committee                                 | 4 |
| 3.3                                                   | Decisions Binding                                      | 5 |
| **ARTICLE 4 ELIGIBILITY**                             | 5                                                      |
| 4.1                                                   | Designation of Participants                            | 5 |
| 4.2                                                   | Partial Year Participation                             | 5 |
| 4.3                                                   | Demotions                                              | 5 |
| **ARTICLE 5 OPERATION OF THE PLAN**                   | 6                                                      |
| 5.1                                                   | Plan Structure                                         | 6 |
| 5.2                                                   | Establishment of Target Bonuses                        | 6 |
| 5.3                                                   | Other Corporate Financial Objectives                   | 6 |
| 5.4                                                   | Business Unit Financial Objectives                     | 6 |
| 5.5                                                   | Threshold Performance Goal and Individual Award Limits | 7 |
| 5.6                                                   | Adjustment to Financial Objectives                     | 7 |
| 5.7                                                   | Payout Form and Timing                            | 8 |
| 5.8                                                   | Terminations of Employment                             | 8 |
| 5.9                                                   | Recoupment Policy                                      | 8 |
| **ARTICLE 6 AMENDMENT, MODIFICATION AND TERMINATION** | 8                                                      |
| 6.1                                                   | Amendment, Modification and Termination                | 8 |
| 6.2                                                   | Termination After or During Plan Year                  | 9 |
| **ARTICLE 7 GENERAL PROVISIONS**                      | 9                                                      |
| 7.1                                                   | No Right to Participate                                | 9 |
| 7.2                                                   | No Right to Employment                                 | 9 |
| 7.3                                                   | Withholding                                            | 9 |
| 7.4                                                   | Funding                                                | 9 |
| 7.5                                                   | Expenses                                               | 9 |
| 7.6                                                   | Titles and Headings                                    | 9 |
| 7.7                                                   | Gender and Number                                      | 9 |
| 7.8                                                   | Governing Law                                          | 10 |
| 7.9                                                   | Omnibus Plan Controls                                  | 10 |

 

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**SUPERIOR ESSEX INC.**

**AMENDED AND RESTATED EXECUTIVE BONUS PLAN**

 

**ARTICLE 1**

**ESTABLISHMENT OF PLAN**

 

1.1                                 BACKGROUND.  ThisAmended and Restated Executive Bonus Plan (the “Executive Bonus Plan” or the “Plan”)is a subplan of the Superior Essex Inc. Amended and Restated 2005 IncentivePlan (“Omnibus Plan”), consisting of a program for the grant of annualPerformance-Based Cash Awards under Article 9 of the Omnibus Plan.  This Plan has been established and approved,and will be administered by, the Committee pursuant to the terms of the OmnibusPlan, including without limitation, Article 14 thereof.  It is intended that the Performance Bonusesearned under this Plan shall be Qualified Performance-Based Cash Awards withrespect to Participants who are Covered Employees, with the intent that thePerformance Bonuses will be fully deductible by the Company without regard tothe limitations of Code Section 162(m). The applicable Award limits of Section 5.4 of the Omnibus Planshall apply with respect to this Plan. As of the Effective Date, Section 5.4 of the Omnibus Plan providesthat the aggregate dollar value of any Performance-Based Cash Award or othercash-based award that may be paid to any one Participant during any onecalendar year under the Omnibus Plan is $3,000,000.

 

1.2.                              PURPOSE.  The purpose of this Plan is to provide forthe payment of a cash bonus to eligible executives of the Company, the paymentof which will be based on the achievement of Performance Objectives during aPlan Year.  Business Unit and Corporate FinancialObjectives are designed to focus on overall Corporate or Business Unitfinancial results that drive shareholder value. Unless otherwise specified by the Committee, the Performance Objectivesinclude Corporate Financial Objectives, Business Unit Financial Objectives (forBusiness Unit executives) and the Threshold Earnings Performance.

 

1.3.                              EFFECTIVE DATE*. *This Plan was originallyadopted in principle by the Committee on February 23, 2005, subject toapproval as to form by the Chair of the Committee and to approval by thestockholders of the Omnibus Plan.  ThisPlan became effective on May 3, 2005, the date the Omnibus Plan wasapproved by the Company’s stockholders (the “Effective Date”).  This Plan was amended and restated by theCommittee on March 29, 2006, to be effective as of the beginning of PlanYear 2006, on February 15, 2007 to be effective as of the beginning ofPlan Year 2007, and on March 19, 2008 to be effective as of the beginningof Plan Year 2008.

 

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**ARTICLE 2**

**DEFINITIONS**

 

2.1.          DEFINITIONS.  Capitalized terms used herein and nototherwise defined shall have the meanings assigned to such terms in the OmnibusPlan.  In addition, the following termsshall have the following meanings for purposes of this Plan, unless the contextin which they are used clearly indicates that some other meaning is intended.

 

AdjustedBusiness Unit Operating Income.  A non-GAAP financial measure for a BusinessUnit for a given year, which is Adjusted EBITDA of such Business Unit asreflected in the Company’s year-end earnings release, decreased by depreciationand amortization.  Adjusted Business UnitOperating Income does not reflect the internal allocation of management feesamong the consolidated group.

 

AdjustedEBITDA.  A non-GAAP financial measurefor the Company or a Business Unit for a given year, as reflected in theCompany’s year-end earnings release, or if Adjusted EBITDA is no longerreported, EBITDA.  Adjusted EBITDA isgenerally operating income, increased by other income (exclusive of interestincome) and reduced by other expense and further adjusted as follows, withoutduplication and only to the extent such item is included as a component ofoperating income:

 
| (1) |   | increased  by depreciation and amortization,                                                                 |
|-----|--------|--------------------------------------------------------------------------------------------------------------|
| (2) |   | increased  or reduced to eliminate the effects of extraordinary items, within the  meaning of GAAP,          |
| (3) |   | increased  or reduced to eliminate the effects of accounting changes implemented during  the Plan Year,      |
| (4) |   | increased  or reduced to eliminate the impact of discontinued operations,                                    |
| (5) |   | increased  or reduced by other charges that are considered to be non-recurring or  special items, and        |
| (6) |   | increased  or reduced by non-cash gains, losses, income or expenses, such as non-cash  compensation expense. |

 

AdjustedEPS.  A non-GAAP financial measurefor the Company for a given year, as reflected in the Company’s year-endearnings release, or if Adjusted EPS is no longer reported, EPS.  Adjusted EPS is generally earnings perdiluted share of the Company**excluding theafter-tax impact of special items detailed in the earnings release, withoutduplication.  Notwithstanding theforegoing, in the event the Company shall issue new shares during a Plan Year,all newly issued shares in such Plan Year shall be disregarded in calculatingAdjusted EPS for that Plan Year for purposes of this Plan; provided, however,that the Committee may choose not to disregard some or all of such newly issuedshares in the calculation of Adjusted EPS if the effect of including such newlyissued shares would be to 

 

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decreasethe amount of Performance Bonuses that otherwise would be payable under thisPlan for such Plan Year.

 

BusinessUnit.  The principal business segmentsof the Company during any Plan Year. Unless otherwise specified by the Committee, the Business Units are (i) Communications,(ii) Essex North America, (iii) Essex Asia Pacific, and (iv) EssexEurope.

 

BusinessUnit Financial Objectives.  TheBusiness Unit Financial Objectives established by the Committee for a PlanYear, as provided in Article 5.

 

ConsolidatedAdjusted EBITDA.  For anyPlan Year, Adjusted EBITDA for the Company as a whole.

 

ConsolidatedEBITDA.  The Company’s consolidatedearnings before interest, taxes, depreciation and amortization for a givenyear, as reflected in the Company’s year-end earnings release.

 

CorporateFinancial Objectives.  TheCorporate Financial Objectives established by the Committee for a Plan Year, asprovided in Article 5.

 

EPS.  Earnings per share of the Company, asreflected in the Company’s year-end earnings release.

 

ExecutiveBonus Plan or Plan.  TheSuperior Essex Inc. Amended and Restated Executive Bonus Plan as set forth inthis document together with any subsequent amendments hereto.

 

GAAP.  Generally accepted accounting principles forU.S. companies.

 

IndividualAward Limit.  Has themeaning described in Section 5.5.

 

PerformanceBonus.  The bonus payable to aParticipant under this Plan calculated by reference to the achievement ofapplicable Performance Objectives, as determined in accordance with Article 5.

 

PerformanceObjectives. Collectively with respect to a Participant, the Threshold EarningsPerformance and any other Corporate Financial Objectives and Business UnitFinancial Objectives (if applicable to the Participant), as provided in Article 5.

 

PlanYear.  January 1 to December 31of each year.

 

Schedule.  Means a document setting forth CorporateFinancial Objectives and/or Business Unit Financial Objectives relevant to aParticipant or Group of 

 

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Participants,and the relative weightings of such measures and such other information as theCommittee determines is appropriate.

 

TargetBonus.  Has the meaning described in Section 5.2.

 

ThresholdEarnings Performance.  Has themeaning given such term in Section 5.5.

 

TriggeringAcquisition.  Anacquisition (or combination of acquisitions) in which the acquired entity’sEBITDA (on a proforma basis) for the four quarters completed immediately priorto consummation of the acquisition is equal to one percent (1%) or more of theAdjusted EBITDA for the Company (on a consolidated basis) for the same period.

 

TriggeringDisposition.  Thedisposition of businesses, product lines or interests that, individually or inthe aggregate, represent one percent (1%) or more of the Company’s targetAdjusted EBITDA (on a consolidated basis) for the four fiscal quarterscompleted immediately prior to the consummation of the disposition.

 

**ARTICLE 3**

**ADMINISTRATION**

 

3.1.          COMMITTEE.  This Plan shall be administered by theCommittee.

 

3.2.          AUTHORITY OFCOMMITTEE.  Withoutlimiting its authority under Article 4 of the Omnibus Plan, the Committeehas the exclusive power, authority and discretion to:

 

(a)  Designate Participants for eachPlan Year;

 

(b)  Establish and review PerformanceObjectives and weightings for different Performance Objectives for each PlanYear;

 

(c)  Establish Target Bonuses for Participants for each Plan Year;

 

(d)  Determine whether and to what extent Performance Objectiveswere achieved for each Plan Year;

 

(e)  Increase (subject to the Individual Award Limit) or decreasethe Performance Bonus otherwise payable to any Participant resulting from theachievement of financial Performance Objectives in any Plan Year, based on suchsubjective factors as the Committee shall deem relevant, in accordance with theparameters, if any, set forth in the relevant Schedule (for example, a Schedulepermits such reduction by up to X%);

 

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(f)  Increase the Performance Objectives or decrease thePerformance Bonus otherwise payable to any Participant resulting from theachievement of financial Performance Objectives in any Plan Year, if theCommittee determines that the Performance Objectives would result in payoutsthat would be disproportionate to the Company’s performance or otherextraordinary circumstances merit a reduction in the amounts earned;

 

(g)  Establish, adopt or revise any rules and regulations asit may deem necessary or advisable to administer this Plan;

 

(h)  Make all other decisions and determinations that may berequired under this Plan or as the Committee deems necessary or advisable toadminister this Plan; and

 

(i)  Amend this Plan as provided herein.

 

3.3.          DECISIONSBINDING.  The Committee’s interpretationof this Plan and all decisions and determinations by the Committee with respectto this Plan are final, binding, and conclusive on all parties.

 

**ARTICLE 4**

**ELIGIBILITY**

 

4.1.          DESIGNATION OFPARTICIPANTS.  Exhibit Ahereto lists the Executives who are designated as Participants in thisPlan.  The Committee, in its discretion,may determine whether other positions may qualify for participation in all orany portion of this Plan for any subsequent Plan Year or change Target Bonusesof existing Participants, subject to the terms of any Employment Agreement withthe Participant.  Before March 31 ofeach Plan Year, the Committee shall approve and substitute a new Exhibit Aindicating the Participants and their Target Bonuses for that Plan Year.  The Committee will notify or causeParticipants to be notified of their eligibility to participate, and the termsthereof, in writing.

 

4.2.          PARTIAL YEARPARTICIPATION.  If a Participantbegins employment or is promoted to an eligible position after the beginning ofa Plan Year, the Committee, in its discretion, may determine whether suchemployee may participate in this Plan and if so, the terms of suchparticipation, which will be pro rated based on the number of days such personparticipated in this Plan during the Plan Year, unless the Committee determinesotherwise.  If a Participant takes aleave of absence during the Plan Year for any reason the Participant willreceive a pro rata share of a Performance Bonus, if any, for such Plan Year,unless the Committee decides otherwise.

 

4.3.          DEMOTIONS.  If a Participant is demoted during the PlanYear, the Committee will determine whether Plan participation ends at thattime, or is continued, perhaps at a reduced level.  If participation ends, any Performance Bonusearned during the time of participation will be prorated for the Plan Year.

 

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**ARTICLE 5**

**OPERATION OF THE PLAN**

 

5.1.                              PLAN STRUCTURE.  Each Participant shall be eligible to receivea Performance Bonus for the Plan Year if the Company meets or exceeds certainPerformance Objectives set by the Committee. It is anticipated that the Committee shall establish or approvePerformance Objectives and their respective weightings, and Target Bonuses asprovided in Sections 5.2, 5.3 and 5.4. In establishing Performance Objectives, the Committee may take intoaccount such factors as it deems appropriate, including, without limitation, prioryear results, planned business results, anticipated business trends,performance relative to peer companies and macroeconomic conditions.  Those Performance Objectives shall providethe framework for the Committee in determining the appropriate amount ofincentive awards to payout in each Plan Year. However, this Plan is designed to provide the Committee discretion tomake pay-outs that differ from those that would result from the application ofthe Sections 5.2, 5.3 and 5.4, if circumstances warrant, so long as, at aminimum, the requirements of Section 5.5 are met.  Such circumstances could include, for exampleand without limitation, events that are not anticipated at the time thePerformance Objectives are established or extenuating circumstances orextraordinary performance that is not recognized through the PerformanceObjectives.

 

5.2.                              ESTABLISHMENTOF TARGET BONUSES.  TheCommittee plans to establish Performance Objectives (in addition to theThreshold Earnings Performance) and Target Bonuses (other than the IndividualAward Limit) for each Plan Year, by approving in writing the percentage of eachParticipant’s base salary that will be awarded to the Participant for that PlanYear if the Threshold Performance Goal is achieved and if the other establishedPerformance Objectives are achieved at the target level (the “Target Bonus”).  Each Participant’s Target Bonus percentagewill be communicated in writing to the Participant unless such target isspecified in his or her Employment Agreement with the Company.  The actual Performance Bonus to a Participantmay be greater or less than his or her Target Bonus, depending on the level ofachievement of Performance Objectives, as provided in the relevant Schedule,and depending on whether the Committee exercises its discretion to increase orreduce a resulting Performance Bonus as provided herein or in the relevantSchedule.

 

5.3.                              CORPORATEFINANCIAL OBJECTIVES.  Before March 31of each Plan Year, it is anticipated that the Committee will approve CorporateFinancial Objectives for each Plan Year for corporate-level Participants inaddition to Threshold Earnings Performance, and shall set forth such CorporateFinancial Objectives in one or more Schedules. The Schedule shall provide the formula that the Committee will use as aguide for determining a Participant’s Performance Bonus.

 

5.4.                              BUSINESS UNITFINANCIAL OBJECTIVES.  Before March 31of each Plan Year, it is anticipated that the Committee will approve CorporateFinancial Objectives in addition to Threshold Earnings Performance and/orBusiness Unit Financial 

 

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Objectives for the Plan Year for BusinessUnit Participants, and shall set forth such Corporate Financial Objectives andBusiness Unit Financial Objectives in one or more Schedules.  The Schedule shall provide the formula thatthe Committee will use as a guide in exercising its negative discretion fordetermining a Business Unit Participant’s Performance Bonus.

 

5.5                                 THRESHOLDPERFORMANCE GOAL AND INDIVIDUAL AWARD LIMITS. ** **Pursuant to Article 14of the Omnibus Plan, by adopting this amended and restated Executive Bonus Planon March 19, 2008 to be effective as of the beginning of Plan Year 2008,the Committee has established for each Plan Year beginning with Plan Year 2008a threshold performance goal under the Plan based on “earnings,” which is oneof the Qualified Business Criteria approved by the shareholders under Section 14.2of the Omnibus Plan.  Specifically, thethreshold performance goal under the Plan for each such Plan Year is that theCompany achieve positive Consolidated EBITDA for such fiscal year (the “ThresholdEarnings Performance”).  Subject to Section 14.3of the Omnibus Plan in the case of the death or Disability of a Participant orthe occurrence of a Change in Control, no incentive awards shall be payableunder the Plan for any Plan Year unless the Threshold Earnings Performance hasbeen achieved.

 

In any Plan Year inwhich the Threshold Earnings Performance is achieved, the Performance Bonuspayable to each Participant under the Plan for such Plan Year shall be thelesser of (i) $3,000,000, (ii) 2.0% of Consolidated EBITDA for theChief Executive Officer, or (iii) 1.0% of Consolidated EBITDA for otherParticipants (the “Individual Award Limit”), subject in each case to theCommittee’s discretion to award any Participant less than such amount based onthe level of actual performance compared to Corporate Financial Objectivesand/or Business Unit Financial Objectives and such other Performance Objectivesor any other criteria determined by the Committee.  As described herein, it is anticipated thatthe Committee will exercise such negative discretion such that the PerformanceBonus paid to a Participant for a Plan Year would represent the amount thatwould be payable pursuant to the applicable Corporate Financial Objectivesand/or Business Unit Financial Objectives.

 

In no event shall thesum of the Individual Award Limits for all Participants in a given Plan Yearexceed 10% of Consolidated EBITDA for such Plan Year.

 

5.6.                              ADJUSTMENT TOFINANCIAL OBJECTIVES.  Ifprior to the end of a Plan Year the Company engages in a Triggering Dispositionor a Triggering Acquisition, in each case a “Re-Set Event,” the CorporateFinancial Objectives (other than Threshold Earnings Performance) and BusinessUnit Financial Objectives for the Plan Year may be adjusted, effective as ofthe date of the Re-Set Event, (x) to reflect any Triggering Disposition byeliminating from the original Corporate and/or Business Unit FinancialObjectives, as applicable, the plan business results relating to the disposedbusiness for the remainder of the Plan Year, and (y) to reflect anyTriggering Acquisition, by establishing supplemental Corporate FinancialObjectives and/or Business Unit Financial Objectives, as the Committee deemsappropriate, with respect to the acquired business, which may be zero.  Notwithstanding the foregoing, the Committeemay choose not to 

 

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make one or more such adjustments.  Nothing in this Section 5.6 will beconstrued to authorize the Committee to take actions under this Section 5.6that would preclude the Performance Bonuses from qualifying for the Section 162(m) Exemption(as defined in the Omnibus Plan).

 

5.7.                              PAYOUT FORM ANDTIMING.  Performance Bonuses will bepaid within thirty (30) days after the Committee determines whether and to whatextent Performance Objectives were achieved, but no later than March 15next following the end of the Plan Year for which the Performance Bonuses, ifany, were earned.

 

5.8.                              TERMINATION OFEMPLOYMENT.  In theevent of the termination of a Participant’s employment prior to the end of thePlan Year by reason of the Participant’s death, Disability, Retirement, terminationby the Company without Cause, or resignation by the Participant for GoodReason, the Participant will be paid a Performance Bonus equal to the pro rataportion (based on the number of day worked during the Plan Year) of thePerformance Bonus, if any, that would otherwise be payable if the Participanthad continued employment through the end of the Plan Year, based on actualperformance.  For example, no PerformanceBonus shall be paid if the Threshold Earnings Performance is not achieved.  If the Threshold Earnings Performance isachieved, then his or her Performance Bonus shall be based on the applicableperformance matrix.  Any such PerformanceBonus shall be paid at the normal time for payment of Performance Bonuseshereunder.  Any amounts paid on behalf ofa deceased Participant will be paid to the Participant’s Beneficiary.  For terminations after the end of the PlanYear, but before payout from this Plan, payout will be made as though thetermination had not occurred.

 

5.9.                              RECOUPMENT POLICY.  PerformanceBonuses earned hereunder by executive officers with respect to Plan Years 2008or later are subject to recoupment pursuant to the terms of that certainIncentive Compensation Recoupment Policy adopted by the Committee on March 6,2008, or any replacement policy or policies adopted by the Board orthe Committee setting forth standards for seeking the return (recoupment) fromexecutive officers of incentive payments if such payments were inflated due tofinancial results that are later restated; provided that any such replacementpolicy that would have a material adverse affect on a Participant shall only beeffective prospectively.

 

**ARTICLE 6**

**AMENDMENT, MODIFICATION ANDTERMINATION**

 

6.1.                              AMENDMENT,MODIFICATION AND TERMINATION.  The Committee may, at any time and from timeto time, amend, modify or terminate this Plan. The Committee may condition any amendment or modification on theapproval of shareholders of the Company if such approval is necessary or deemedadvisable with respect to tax, securities or other applicable laws, policies orregulations, including without limitation Code Section 162(m).

 

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6.2.          TERMINATIONAFTER OR DURING PLAN YEAR. Termination of this Plan after a Plan Year but before PerformanceBonuses are paid for that Plan Year will not reduce Participants’ rights toreceive Performance Bonuses for the Plan Year. Termination or amendment of this Plan during a Plan Year may beretroactive to the beginning of the Plan Year, at the discretion of theCommittee.  If a Change in Controloccurs, no amendment or termination may adversely affect amounts payable to aParticipant without the consent of the Participant.

 

**ARTICLE 7**

**GENERAL PROVISIONS**

 

7.1.          NO RIGHT TOPARTICIPATE.  No officeror employee shall have any right to be selected to participate in this Plan.

 

7.2.          NO RIGHT TOEMPLOYMENT.  Nothing inthis Plan shall interfere with or limit in any way the right of the Company orany Subsidiary to terminate any Participant’s employment at any time, norconfer upon any Participant any right to continue in the employ of the Companyor any Subsidiary.

 

7.3.          WITHHOLDING.  The Company or any Subsidiary shall have theauthority and the right to deduct or withhold, or require a Participant to remitto the Company, an amount sufficient to satisfy federal, state, and local taxes(including the Participant’s FICA obligation) required by law to be withheldwith respect to any taxable event arising as a result of this Plan.

 

7.4.          FUNDING.  Benefits payable under this Plan to a Participant or to a Beneficiary will be paid by the Company from its general assets.  The Company is not required to segregate on its books or otherwise establish any funding procedure for any amount to be used for the payment of benefits under this Plan.  The Company may, however, in its sole discretion, set funds aside in investments to meet its anticipated obligations under this Plan.  Any such action or set-aside may not be deemed to create a trust of any kind between the Company and any Participant or beneficiary or to constitute the funding of any Plan benefits.  Consequently, any person entitled to a payment under this Plan will have no rights greater than the rights of any other unsecured creditor of the Company.

 

7.5.          EXPENSES.  The expenses of administering this Plan shallbe borne by the Company and its Subsidiaries.

 

7.6.          TITLES ANDHEADINGS.  The titlesand headings of the Sections in this Plan are for convenience of referenceonly, and in the event of any conflict, the text of this Plan, rather than suchtitles or headings, shall control.

 

7.7.          GENDER ANDNUMBER.  Except where otherwiseindicated by the context, any masculine term used herein also shall include thefeminine; the plural shall include the singular and the singular shall includethe plural.

 

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7.8.                              GOVERNING LAW.  To the extent not governed by federal law,this Plan shall be construed in accordance with and governed by the laws of theState of Delaware.

 

7.9                                 OMNIBUS PLANCONTROLS.  This Planis adopted pursuant to and shall be governed by and construed in accordancewith the Omnibus Plan.  In the event ofany actual or alleged conflict between the provisions of the Omnibus Plan andthe provisions of this Plan, the provisions of the Omnibus Plan shall becontrolling and determinative.

 

The foregoing is herebyacknowledged as being the Superior Essex Inc. Amended and Restated ExecutiveBonus Plan as adopted by the Committee on March 19, 2008, to be effectiveas of January 1, 2008.

 

 
|   | SUPERIOR ESSEX INC.                      |
|--------|------------------------------------------|
|   |                                     |
|   |                                     |
|   | Barbara  L. Blackford                    |
|   | Executive  Vice President,               |
|   | General  Counsel and Corporate Secretary |

 

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**EXHIBIT A**

 

**PARTICIPANTS AND TARGET BONUS PERCENTAGES EFFECTIVEJANUARY 1, 2008**

**UNDER THE AMENDED AND RESTATED EXECUTIVE BONUS PLAN**

 
| **Name**                                                            | ** ** | **% of Base Salary Payable at  Target Achievement of  Performance Objectives*** |
|---------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------|
| ** **                                                          | ** ** | ** **                                                                                                              |
| **Corporate**                                                       | ** ** |                                                                                                                    |
| ** **                                                          | ** ** |                                                                                                                    |
| Stephen M. Carter, CEO                                              |       | 100%                                                                                                                    |
|                                                                |       |                                                                                                                    |
| David S. Aldridge, CFO                                              |       | 70%                                                                                                                     |
|                                                                |       |                                                                                                                    |
| Barbara L. Blackford, EVP,  General Counsel and Secretary           |       | 60%                                                                                                                     |
|                                                                |       |                                                                                                                    |
| Other Participants                                                  |       |                                                                                                                    |
|                                                                |       |                                                                                                                    |
| **Business Units**                                                  | ** ** |                                                                                                                    |
| ** **                                                          | ** ** |                                                                                                                    |
| Justin F. Deedy, Jr., EVP and  President, Communications Group |       | 60%                                                                                                                     |
|                                                                |       |                                                                                                                    |
| H. Patrick Jack, EVP and President,  Essex Asia Pacific             |       | 60%                                                                                                                     |
|                                                                |       |                                                                                                                    |
| J. David Reed, EVP and  President, Essex North America              |       | 60%                                                                                                                     |
|                                                                |       |                                                                                                                    |
| Other Participants                                                  |       |                                                                                                                    |

 

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*Subject to the achievement of ThresholdEarnings Performance

 

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