Exhibit 10(f)


 


EXECUTION COPY


 


EMPLOYMENT AGREEMENT

(Stephen Carter)


 


EMPLOYMENT AGREEMENT (the
“Agreement”) dated as of November 10, 2003 by and between Superior Essex Inc.
(the “Company”) and Stephen Carter (the “Executive”).


 


The Company desires to
employ Executive and to enter into an agreement embodying the terms of such
employment;


 


Executive desires to
accept such employment and enter into such an agreement;


 


In consideration of the
premises and mutual covenants herein and for other good and valuable
consideration, the parties agree as follows:


 


1.             Term of Employment.  Subject to the provisions of Section 8 of
this Agreement, Executive shall be employed by the Company for a period
commencing on November 10, 2003 (the “Commencement Date”) and ending on
November 9, 2007 (the “Employment Term”) on the terms and subject to the
conditions set forth in this Agreement; provided, however, that
commencing with November 10, 2007 and on each anniversary thereof (each an
“Extension Date”), the Employment Term shall be automatically extended for an
additional one-year period, unless the Company or Executive provides the other
party hereto 90 days prior written notice before the next Extension Date that
the Employment Term shall not be so extended.


 


2.             Position.


 


a.             During the Employment
Term, Executive shall serve as the Chief Executive Officer (“CEO”) of the
Company.  In such position, Executive
shall have such duties and authority, consistent with such position with the
Company, as shall be determined from time to time by the Board of Directors of
the Company (the “Board”).  During the
Employment Term, Executive also shall serve as a member of the Board without
additional compensation.


 


b.             During the Employment
Term, Executive will devote Executive’s full business time and best efforts to
the performance of Executive’s duties hereunder and will not engage in any
other business, profession or occupation for compensation or otherwise which
would conflict or interfere, in any significant respect, with the rendition of
such services either directly or indirectly, without the prior written consent
of the Board.  The current outside
positions of Executive listed on Exhibit A attached hereto shall be approved by
the Board at the first meeting of the Board following the Commencement
Date.  Notwithstanding the foregoing,
Executive may, without the prior approval of the Board, (i) make and manage
personal business investments of Executive’s choice (and, in so doing, may
serve as an officer, director, agent or employee of entities and business
enterprises that are related to such personal investments) and (ii) serve in
any capacity with any civic, educational or charitable organization or any
governmental entity or trade association; provided that in each case,
and in the aggregate, such activities do not conflict or interfere, in any
significant respect, with the performance of Executive’s duties hereunder or
conflict with Section 9.


 

















 


3.             Base Salary.  During the Employment Term, the
Company shall pay Executive a base salary at the annual rate of $600,000,
payable in regular installments in accordance with the Company’s usual payment
practices (but not less often than monthly). 
Executive’s base salary shall be reviewed annually by the Board, and
Executive shall be entitled to such increases in the base salary, if any, as
may be determined from time to time in the sole discretion of the Board.  Once increased, such base salary shall not
be decreased.  Executive’s annual base
salary, as in effect from time to time, is hereinafter referred to as the “Base
Salary”.


 


4.             Annual Bonus.  With respect to each full fiscal
year during the Employment Term, Executive shall be eligible to earn an annual
bonus award (an “Annual Bonus”) based upon the achievement of certain
performance targets, as reasonably established by the Board in good faith,
after consultation with Executive; provided, however, that
Executive shall have a target Annual Bonus of 50% of the Base Salary, subject
to Executive’s achievement of such performance targets.


 


5.             Equity
Arrangements.


 


a.             On January 1, 2004 or
as soon as practicable thereafter, the Company shall grant Executive 2% of the
outstanding shares of the Company’s common stock on the date hereof in the form
of 330,000 shares of restricted common stock of the Company (the “Restricted
Shares”), which shall be granted pursuant to, and subject to the terms and
conditions of, the Superior Essex Inc. 2003 Stock Incentive Plan (the “Stock
Incentive Plan”) and a restricted stock agreement, substantially in the form
attached hereto as Exhibit B, and, in respect of such grant, Executive shall
pay par value of $3,300.  In connection
with such purchase, the Company shall pay Executive a lump sum cash signing
bonus equal to $5,000, the net amount of which shall be applied to the purchase
of the Restricted Shares.


 


b.             Subject to
Executive’s continued employment by the Company, the Restricted Shares shall
vest with respect to 12.5% of such Restricted Shares at the end of each
six-month period that occurs during the period commencing on the Commencement
Date and ending on the fourth anniversary thereof; provided, however,
that upon a Change in Control (as defined in the Stock Incentive Plan), any
unvested Restricted Shares held by Executive shall become vested.


 


c.             Notwithstanding the
foregoing, if Executive’s employment is terminated by the Company without Cause
(as defined in Section 8(a) below) or by Executive for Good Reason (as defined
in Section 8(c) below) (i) prior to the first anniversary of the Commencement
Date, the Restricted Shares, to the extent not then vested, shall vest with
respect to the number of Restricted Shares that would have become vested if
Executive had remained employed by the Company through the first anniversary of
the Commencement Date or (ii) on or after the first anniversary of the
Commencement Date, the Restricted Shares shall vest with respect to a
percentage of the Restricted Shares equal to (y) the product of (I) 100%, times
(II) a fraction, the numerator of which is the number of full months that elapsed
during the period commencing on the Commencement Date and ending on Executive’s
date of termination and the denominator of which is 48, minus (z) the
percentage of Restricted Shares that already had become vested during the
Employment Term prior to such termination.


 


6.             Employee Benefits.  During
the Employment Term, Executive shall be entitled to participate in the
Company’s employee benefit plans as in effect from time to time


 


2

















 


(collectively, the “Employee
Benefits”), on the same basis as those benefits generally are made available to
other senior executives of the Company, commensurate with Executive’s position
with the Company.


 


7.             Business Expenses,
Legal Fees and Perquisites.


 


a.             Business and Other
Expenses.  During the Employment
Term, reasonable business expenses incurred by Executive in the performance of
Executive’s duties hereunder shall be reimbursed by the Company in accordance
with Company policies.


 


b.             Legal Fees.  As soon as practicable after the execution of this
Agreement by Executive, the Company shall pay reasonable legal fees and
expenses incurred by Executive to Parker, Hudson, Rainer & Dobbs LLP in
connection with the negotiation of this Agreement prior to its execution, up to
a maximum of $10,000, after presentation of an itemized statement by such
counsel with reasonable detail supporting such fees and expenses.


 


c.             Perquisites.  While employed hereunder, Executive shall be entitled to (i) any
perquisites that generally are made available to other senior executives of the
Company and (ii) those perquisites set forth on Exhibit C attached hereto.


 


8.             Termination.  The Employment Term and
Executive’s employment hereunder may be terminated by either party at any time
and for any reason in the manner provided herein.  Notwithstanding any other provision of this Agreement, the
provisions of this Section 8 shall exclusively govern Executive’s rights upon
termination of employment with the Company and its affiliates.


 


a.             By the Company For
Cause or By Executive Resignation Without Good Reason.


 


(i)  The
Employment Term and Executive’s employment hereunder may be terminated by the
Company for Cause and shall terminate automatically upon Executive’s
resignation without Good Reason; provided, however, that
Executive will be required to give the Company at least 60 days advance written
notice of a resignation without Good Reason.


 


(ii)  For
purposes of this Agreement, “Cause” shall mean (A) Executive’s continued
willful failure substantially to perform Executive’s duties hereunder (other
than as a result of total or partial incapacity due to physical or mental
illness) following written notice by the Company to Executive of such failure,
(B) dishonesty in the performance of Executive’s duties hereunder, (C)
Executive’s conviction of, or plea of guilty or nolo  contendere
to, a crime constituting (y) a felony under the laws of the United States or
any state thereof or (z) a misdemeanor involving misconduct by Executive in his
personal or professional conduct punishable by imprisonment of more than three
days or a fine in excess of $5,000 (other than a traffic violation), which is
reasonably likely to damage the business, prospects or reputation of the
Company or any of its affiliates in any respect, (D) Executive’s willful
malfeasance or willful misconduct in connection with Executive’s duties
hereunder or any act or omission which is injurious (other than in some
immaterial or de minimis respect) to the financial condition or business
reputation of the Company or any of its affiliates or (E) Executive’s breach of
the provisions of Sections 9 or 10 of this Agreement (other than a breach which
is insubstantial and insignificant, taking into account all of the
circumstances); provided, however, that any event described in
clauses (A), (B) and (D) of this Section 8(a)(ii) shall constitute Cause only
if


 


3

















 


Executive fails to cure such
event, to the reasonable satisfaction of the Board, within 10 days after
receipt from the Company of written notice of the event which constitutes
Cause.


 


(iii) 
If Executive’s employment is terminated by the Company for
Cause or if Executive resigns without Good Reason, Executive shall be entitled
to receive:


 


(A)          the
Base Salary through the date of termination;


 


(B)           any
Annual Bonus earned but unpaid as of the date of termination for any previously
completed fiscal year;


 


(C)           reimbursement
for any unreimbursed business expenses properly incurred by Executive in
accordance with Company policy prior to the date of Executive’s termination;
and


 


(D)          such
Employee Benefits, if any, as to which Executive may be entitled under the
employee benefit plans of the Company (the amounts described in clauses (A)
through (D) hereof being referred to as the “Accrued Rights”).


 


Following such
termination of Executive’s employment by the Company for Cause or resignation
by Executive without Good Reason, except as set forth in this Section
8(a)(iii), Executive shall have no further rights to any compensation or any
other benefits under this Agreement.


 


b.             Disability or
Death.


 


(i)  The
Employment Term and Executive’s employment hereunder shall terminate upon
Executive’s death and may be terminated by the Company if Executive becomes
physically or mentally incapacitated and is therefore reasonably likely to be
unable for a period of six consecutive months or for an aggregate of nine
months in any twelve consecutive month period to perform Executive’s material
duties (such incapacity is hereinafter referred to as “Disability”).  Any question as to the existence of the
Disability of Executive as to which Executive and the Company cannot agree
shall be determined in writing by a qualified independent physician mutually
acceptable to Executive and the Company. 
If Executive and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two physicians shall
select a third who shall make such determination in writing.  The determination of Disability made in
writing to the Company and Executive shall be final and conclusive for all
purposes of the Agreement.


 


(ii)  Upon
termination of Executive’s employment hereunder for either Disability or death,
Executive or Executive’s estate (as the case may be) shall be entitled to
receive the Accrued Rights.


 


Following Executive’s
termination of employment due to death or Disability, except as set forth in
this Section 8(b)(ii), Executive shall have no further rights to any
compensation or any other benefits under this Agreement.


 


4

















 


c.             By the Company
Without Cause or Resignation by Executive for Good Reason.


 


(i)  The
Employment Term and Executive’s employment hereunder may be terminated by the
Company without Cause (other than by reason of death or Disability) or by
Executive’s resignation for Good Reason.


 


(ii)  For
purposes of this Agreement, “Good Reason” shall mean, without
Executive’s written consent, (A) a reduction in Executive’s Base Salary as then
in effect, (B) a reduction in Executive’s annual bonus opportunity to less than
50% or a material reduction by the Company of benefits to which Executive is
entitled (other than an overall reduction in benefits that affects
substantially all full-time employees of the Company), (C) Executive’s removal
from the position of CEO of the Company, (D) a material adverse change in
Executive’s authority, duties and responsibilities that is substantially
inconsistent with Executive’s position as CEO of the Company, (E) a relocation
of Executive’s principal place of employment with the Company of more than 35
miles from the Atlanta, Georgia metropolitan area, (F) the Company’s failure to
pay amounts to which Executive is entitled under this Agreement or (G) the
Company’s giving written notice that it elects not to extend the Employment
Term pursuant to Section 1 of this Agreement; provided that any event
described in clauses (A) through (F) above shall constitute Good Reason only if
the Company fails to cure such event within 20 days after receipt from
Executive of written notice of the event which constitutes Good Reason; provided,
further, that Good Reason shall cease to exist for an event on the 60th
day following the later of its occurrence or Executive’s knowledge thereof,
unless Executive has given the Company written notice thereof prior to such
date.


 


(iii) 
If Executive’s employment is terminated by the Company
without Cause (other than by reason of death or Disability) or if Executive
resigns for Good Reason, Executive shall be entitled to receive:


 


(A)          the
Accrued Rights; and


 


(B)           subject
to Executive’s continued compliance with the provisions of Sections 9 and 10 of
this Agreement (other than a breach which is insubstantial and insignificant,
taking into account all of the circumstances), continued payment of the Base
Salary for a period of twelve months following the date of such termination; provided
that the aggregate amount described in this clause (B) shall be reduced by the
present value of any other cash severance or similar termination benefits
payable to Executive under any other plans, programs or arrangements of the
Company or its affiliates.


 


Following Executive’s
termination of employment by the Company without Cause (other than by reason of
Executive’s death or Disability) or by Executive’s resignation for Good Reason,
except as set forth in this Section 8(c)(iii), Executive shall have no further
rights to any compensation or any other benefits under this Agreement.


 


d.             Expiration of
Employment Term.


 


(i)  Election
Not to Extend the Employment Term. 
In the event either party elects not to extend the Employment Term
pursuant to Section 1, unless Executive’s employment is earlier terminated
pursuant to paragraphs (a), (b) or (c) of this Section 8, Executive’s


 


5

















 


termination of employment
hereunder (whether or not Executive continues as an employee of the Company
thereafter) shall be deemed to occur on the close of business on the day
immediately preceding the next scheduled Extension Date.  If the Company so elects not to extend the
Employment Term, Executive shall be treated as having resigned for Good Reason
and Executive’s rights and obligations shall be determined in accordance with
Section 8(c)(iii).  If Executive so
elects not to extend the Employment Term, Executive shall be entitled to
receive the Accrued Rights.


 


Following such
termination of Executive’s employment hereunder as a result of either party’s
election not to extend the Employment Term, except as set forth in this Section
8(d)(i), Executive shall have no further rights to any compensation or any
other benefits under this Agreement.


 


(ii)  Continued
Employment Beyond the Expiration of the Employment Term.   Unless the parties otherwise agree in writing,
continuation of Executive’s employment with the Company beyond the expiration
of the Employment Term shall be deemed an employment at-will and shall not be
deemed to extend any of the provisions of this Agreement and Executive’s
employment may thereafter be terminated at will by either Executive or the
Company; provided that the provisions of Sections 9, 10 and 11 of this
Agreement shall survive any termination of this Agreement or Executive’s
termination of employment hereunder.


 


e.             Notice of Termination.  Any purported termination of employment by
the Company or by Executive (other than due to Executive’s death) shall be
communicated by Notice of Termination to the other party hereto in accordance
with Section 12(h) hereof.  For purposes
of this Agreement, a “Notice of Termination” shall mean a written notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of employment under the provision so indicated.


 


f.              Board/Committee
Resignation.  Upon termination of
Executive’s employment for any reason, Executive agrees to resign, as of the
date of such termination and to the extent applicable, from the Board (and any
committees thereof) and the board of directors (and any committees thereof) of
any of the Company’s affiliates.


 


g.             Execution of Release of All
Claims.  Upon termination of Executive’s employment
for any reason, Executive agrees to execute a release of all claims against the
Company and its shareholders, and any of their respective subsidiaries,
affiliates, shareholders, partners, directors, officers, employees and agents
(the “Protected Group”), substantially in the form attached hereto as Exhibit D.  Notwithstanding anything set forth in this
Agreement to the contrary, upon termination of Executive’s employment for any
reason, Executive shall not receive any payments or benefits to which Executive
may be entitled hereunder (other than those which by law cannot be subject to
the execution of a release) (i) if Executive revokes such release or (ii) until
eight days after the date Executives signs such release (or until such other
date as applicable law may provide that Executive cannot revoke such release).


 


6

















 


9.             Non-Competition.


 


a.             Executive
acknowledges and recognizes the highly competitive nature of the businesses of
the Company and its affiliates and accordingly agrees as follows:


 


(i)  During
the Employment Term and, for a period of twelve months following the date
Executive ceases to be employed by the Company for any reason (the “Restricted
Period”), Executive will not, whether on Executive’s own behalf or on behalf of
or in conjunction with any person, firm, partnership, joint venture,
association, corporation or other business organization, entity or enterprise
whatsoever (“Person”), directly or indirectly solicit or assist in soliciting
in competition with the Company, the wire or cable business of any client or
prospective client:


 


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


 


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


 


(C)           for whom Executive had
direct or indirect responsibility during the one-year period immediately
preceding Executive’s termination of employment.


 


(ii)  During
the Restricted Period, Executive will not directly or indirectly:


 


(A)          engage in any business
that manufactures or distributes wire or cable in any geographical area that is
within 100 miles of any geographical area where the Company or its affiliates
manufactures or distributes wire or cable (a “Competitive Business”);


 


(B)           enter the employ of, or
render any services to, any Person (or any division or controlled or
controlling affiliate of any Person) who or which engages in a Competitive
Business;


 


(C)           acquire a financial
interest in, or otherwise become actively involved with, any Competitive
Business, directly or indirectly, as an individual, partner, shareholder,
officer, director, principal, agent, trustee or consultant; or


 


(D)          interfere with, or
attempt to interfere with, business relationships (whether formed before, on or
after the date of this Agreement) between the Company or any of its affiliates
and customers, clients, suppliers, partners, members or investors of the
Company or its affiliates.


 


(iii) 
Notwithstanding anything to the contrary in this
Agreement, Executive may, directly or indirectly own, solely as an investment,
securities of any Person engaged in the business of the Company or its
affiliates which are publicly traded on a national or regional stock exchange
or on the over-the-counter market if Executive (a) is not a controlling
person of, or a member of a group which controls, such person and (b) does
not, directly or indirectly, own 5% or more of any class of securities of such
Person.


 


7

















 


(iv)  During
the Restricted Period, Executive will not, whether on Executive’s own behalf or
on behalf of or in conjunction with any Person, directly or indirectly:


 


(A)          solicit or encourage any
employee of the Company or its affiliates to leave the employment of the
Company or its affiliates; or


 


(B)           hire any such employee
who was employed by the Company or its affiliates as of the date of Executive’s
termination of employment with the Company or who left the employment of the
Company or its affiliates coincident with, or within one year prior to or
after, the termination of Executive’s employment with the Company.


 


(v)  During
the Restricted Period, Executive will not, directly or indirectly, solicit or
encourage to cease to work with the Company or its affiliates any consultant
then under contract with the Company or its affiliates.


 


b.             It is expressly
understood and agreed that although Executive and the Company consider the
restrictions contained in this Section 9 to be reasonable, if a final judicial
determination is made by a court of competent jurisdiction that the time or
territory or any other restriction contained in this Agreement is an unenforceable
restriction against Executive, the provisions of this Agreement shall not be
rendered void but shall be deemed amended to apply as to such maximum time and
territory and to such maximum extent as such court may judicially determine or
indicate to be enforceable. 
Alternatively, if any court of competent jurisdiction finds that any
restriction contained in this Agreement is unenforceable, and such restriction
cannot be amended so as to make it enforceable, such finding shall not affect
the enforceability of any of the other restrictions contained herein.


 


10.           Confidentiality and
Non-Disparagement.


 


a.             Confidentiality.


 


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


 


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


 


8

















 


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


 


(iii) 
Except as required by law, Executive will not disclose to
anyone, other than Executive’s immediate family and legal or financial
advisors, the existence or contents of this Agreement; provided, however,
that Executive may disclose to any prospective future employer the provisions
of Sections 9 and 10 of this Agreement provided they agree to maintain the
confidentiality of such terms. Notwithstanding
anything herein to the contrary, any party to this Agreement (and any employee,
representative, or other agent of any party to this Agreement) may disclose to
any and all persons, without limitation of any kind, the tax treatment and tax
structure of the transactions contemplated by this Agreement and all materials
of any kind (including opinions or other tax analyses) that are provided to it
relating to such tax treatment and tax structure.  However, any such information relating to the tax treatment or
tax structure is required to be kept confidential to the extent necessary to
comply with any applicable federal or state securities laws.


 


(iv)  Upon
termination of Executive’s employment with the Company for any reason,
Executive shall: (x) cease and not thereafter commence use of any Confidential
Information or intellectual property (including without limitation, any patent,
invention, copyright, trade secret, trademark, trade name, logo, domain name or
other source indicator) owned or used by the Company, its subsidiaries or
affiliates; (y) immediately destroy, delete, or return to the Company, at the
Company’s option, all originals and copies in any form or medium (including
memoranda, books, papers, plans, computer files, letters and other data) in
Executive’s possession or control (including any of the foregoing stored or
located in Executive’s office, home, laptop or other computer, whether or not
Company property) that contain Confidential Information or otherwise relate to
the business of the Company, its affiliates and subsidiaries, except that
Executive may retain only those portions of any personal notes, notebooks and
diaries that do not contain any Confidential Information; and (z) notify and
fully cooperate with the Company (at the Company’s expense) regarding the
delivery or destruction of any other Confidential Information of which
Executive is or becomes aware.


 


b.             Non-Disparagement.


 


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


 


9

















 


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


 


c.             The provisions of
this Section 10 shall survive the termination of Executive’s employment for any
reason.


 


11.           Specific Performance. 
Executive acknowledges and agrees that the Company’s remedies at law for
a breach or threatened breach of any of the provisions of Section 9 or Section
10 would be inadequate and the Company would suffer irreparable damages as a
result of such breach or threatened breach. 
In recognition of this fact, Executive agrees that, in the event of such
a breach or threatened breach, in addition to any remedies at law, the Company,
without posting any bond, shall be entitled to cease making any payments or
providing any benefit otherwise required by this Agreement and obtain equitable
relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then
be available.


 


12.           Miscellaneous.


 


a.             Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to conflicts of laws principles thereof.


 


b.             Entire
Agreement/Amendments.  This
Agreement contains the entire understanding of the parties with respect to the
employment of Executive by the Company. 
There are no restrictions, agreements, promises, warranties, covenants
or undertakings between the parties with respect to the subject matter herein
other than those expressly set forth herein. 
This Agreement may not be altered, modified, or amended except by
written instrument signed by the parties hereto.


 


c.             No Waiver.  The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such party’s rights or deprive such party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.


 


d.             Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions of this Agreement shall not be affected thereby.


 


10

















 


e.             Assignment.  This Agreement, and all of Executive’s
rights and duties hereunder, shall not be assignable or delegable by
Executive.  Any purported assignment or
delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect.  This Agreement may be assigned by the
Company to a person or entity which is an affiliate or a successor in interest
to substantially all of the business operations of the Company and which
assumes in writing, or by operation of law, the obligations of the Company
hereunder.  Upon such assignment, the
rights and obligations of the Company hereunder shall become the rights and
obligations of such affiliate or successor person or entity; provided, however,
that, unless Executive consents to such assignment (which consent shall not be
unreasonably withheld), the Company shall remain secondarily liable for any
obligations hereunder.


 


f.              Set-Off.  The Company’s obligation to pay Executive
the amounts provided and to make the arrangements provided hereunder shall be
subject to set-off, counterclaim or recoupment of amounts owed by Executive to
the Company or its affiliates.


 


g.             Successors;
Binding Agreement.  This Agreement
shall inure to the benefit of and be binding upon personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.


 


h.             Notice.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered by hand or overnight
courier or three days after it has been mailed by United States registered
mail, return receipt requested, postage prepaid, addressed to the respective
addresses set forth below in this Agreement, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.


 


	
  If to the
  Company:

  
	
   

  
	
  210 Interstate
  North Parkway, Suite 250

  Atlanta, Georgia 30339

  
	
   

  
	
  Attention:

  
	
   

  
	
  If to Executive:

  
	
   

  
	
  To the most
  recent address of Executive set forth in the personnel records of the
  Company.

  



 


i.              Executive
Representation.  Executive hereby
represents to the Company that the execution and delivery of this Agreement by
Executive and the Company and the performance by Executive of Executive’s
duties hereunder shall not constitute a breach of, or otherwise contravene, the
terms of any employment agreement or other agreement or policy to which
Executive is a party or otherwise bound.


 


j.              Prior Agreements.  This Agreement supercedes all prior
agreements and understandings (including verbal agreements) between Executive
and the Company and/or its affiliates regarding the terms and conditions of
Executive’s employment with the Company and/or its affiliates.


 


11

















 


k.             Cooperation.  Executive shall provide Executive’s
reasonable cooperation in connection with any action or proceeding (or any appeal
from any action or proceeding) which relates to events occurring during
Executive’s employment hereunder.  This
provision shall survive any termination of this Agreement.  The Company shall reimburse Executive for
any reasonable out-of-pocket expenses incurred in connection with Executive’s
performance of obligations under this Section 12(k) at the request of the
Company and, following Executive’s termination of employment hereunder, the
Company shall pay Executive a fee at an hourly rate of $300 for Executive’s
performance of obligations under this Section 12(k) at the request of the
Company; provided that (i) Executive is not receiving any payments
pursuant to Section 8(c) of this Agreement at the time of Executive’s
performance of such obligations and (ii) Executive’s cooperation is not in
connection with any action, suit or proceeding in respect of which the Company
is providing or has provided any payments pursuant to Section 12(m) of this
Agreement.


 


l.              Withholding Taxes.  The Company may withhold from any 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.


 


m.            Indemnification.  In the event Executive is made a party to any threatened
or pending action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that Executive is or
was performing services under this Agreement or as an employee, officer or
director of the Company, then, to the fullest extent permitted by applicable
law, the Company shall indemnify Executive against all expenses (including
reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement,
as actually and reasonably incurred by Executive in connection therewith.  Such indemnification shall continue as to
Executive even if Executive has ceased to be an employee, officer or director
of the Company and shall inure to the benefit of Executive’s heirs and
estate.  In the event that both
Executive and the Company are made a party to the same third-party action,
complaint, suit, or proceeding, the Company will engage competent legal
representation, and Executive agrees to use the same representation at the
Company’s expense; provided that if counsel selected by the Company
shall have a conflict of interest that prevents such counsel from representing
Executive, Executive may engage separate counsel and the Company shall pay all
reasonable attorneys’ fees of such separate counsel.  In addition, the Company agrees to continue and maintain a
directors’ and officers’ liability insurance policy covering Executive that is
no less favorable than the policy covering other directors and senior officers
of the Company.


 


n.             Legal Fees.  In the event of any dispute with respect to
this Agreement which results in a lawsuit, arbitration or other dispute
resolution, the person hearing such dispute shall be entitled to award
reasonable attorneys’ fees and other costs and expenses incurred in connection
with such dispute to the party which prevails in substantially all material
respects on the issues presented for resolution, as determined by the person
hearing such dispute.


 


o.             Counterparts.  This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


 


13.           Authority.  This Agreement shall be duly approved and
authorized by all necessary action of the Company no later than the first
meeting of the Board following the Commencement Date.


 


12

















 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the day and year first above written.


 


 


	
  SUPERIOR ESSEX
  INC.

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/
  David S. Aldridge

  	
   

  	
   /s/
  Stephen Carter

  	
   

  
	
  By: David S. Aldridge

  	
  Stephen Carter

  
	
  Title: Chief Financial Officer

  	
   

  
				



 


13

















 


EXHIBIT A


 


CURRENT POSITIONS


 


True Position – Director


 


Telewest Communications
PLC – Potential Director


 

















 


EXHIBIT B


 


FORM OF RESTRICTED STOCK AGREEMENT


 

















 


EXHIBIT C


 


PERQUISITES


 


(1)           The Company shall
provide a car allowance to Executive in the amount of $1,500 per month (which
is intended to be inclusive of any income taxes owed by Executive as a result
of all or any portion of this allowance being determined to be compensation to
Executive).


 


(2)           The Company shall pay
80% of the premiums for Executive (and his dependents) under the Company’s
medical insurance plan, plus the first $10,000 of medical expenses and/or
premiums not covered by such medical insurance plan or paid for by the Company.


 


(3)           The Company shall pay
the dues for one country club membership for Executive.


 


(4)           The Company shall
reimburse Executive for the telecommunications and computing costs to provide
Executive with an effective office capability at home and while traveling.


 


(5)           The Company shall
provide Executive with an annual allowance for financial planning and
counseling in accordance with the Company’s policy, but in no event less than
$5,000.


 

















 


EXHIBIT D


 


RELEASE


 


In exchange
for a portion of the benefits described in the attached Employment Agreement
dated as of November 10, 2003 (the “Agreement”), to which I agree I am not
otherwise entitled, I hereby release Superior Essex Inc. (the “Company”), its
respective affiliates, subsidiaries, predecessors, successors, assigns,
officers, directors, employees, agents, stockholders, attorneys, and insurers,
past, present and future (the “Released Parties”) from any and all claims of
any kind which I now have or may have against the Released Parties, whether
known or unknown to me, by reason of facts which have occurred on or prior to
the date that I have signed this Release; provided that such released
claims shall not include any claims to enforce your rights (i) under, or with
respect to, the Agreement, (ii) to indemnification provided at law or pursuant
to the Company’s By-Laws or insurance, (iii) under COBRA or your vested rights
under benefit plans or your Restricted Stock Agreement and the Stock Incentive
Plan (as defined in the Agreement). 
Notwithstanding the generality of the preceding sentence, such released
claims include, without limitation, any and all claims under federal, state or
local laws pertaining to employment, including the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42
U.S.C. Section 2000e et seq., the Fair Labor Standards Act, as amended,
29 U.S.C. Section 201 et seq., the Americans with Disabilities Act, as
amended, 42 U.S.C. Section 12101 et seq., the Reconstruction Era Civil
Rights Act, as amended, 42 U.S.C. Section 1981 et seq., the
Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et seq.,
the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et seq.,
and any and all state or local laws regarding employment discrimination and/or
federal, state or local laws of any type or description regarding employment,
including, but not limited to, any claims arising from or derivative of my
employment with the Company, as well as any and all claims under state contract
or tort law or otherwise.


 


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


 


I understand
and agree that I must forever continue to keep confidential all proprietary or
confidential information which I learned while employed by the Company, whether
oral or written and as defined in the Agreement (“Confidential Information”)
and shall not make use of any such Confidential Information on my own behalf or
on behalf of any other person or entity; provided, however, that
I may divulge such Confidential Information if I am required to do so by a
court of law, by any governmental agency having supervisory authority over the
business of the Company, or by any administrative or legislative body with
apparent jurisdiction to order me to divulge, disclose or make accessible such
Confidential Information.


 


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


 


I understand
that I must not disclose the terms of this Release and the Agreement to anyone
other than my immediate family, financial advisors (if any) and legal counsel
and that I must immediately inform my immediate family, financial advisors (if
any) and legal counsel that they are prohibited from disclosing the terms of this
Release and the Agreement.


 

















 


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


 


I agree that
any violation or breach by me of my nondisclosure obligations, without limiting
the Company’s remedies, shall give rise on the part of the Company to a claim
for relief to recover from me, before a court of competent jurisdiction, any
and all amounts previously paid to or on behalf of me by the Company pursuant
to Section 8 of the Agreement, but shall not release me from the performance of
my obligations under this Release.


 


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


 


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


 


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


 


 


	
   

  	
   

  	
   

  	
   

  
	
  DATE

  	
  Stephen Carter

  



 


2