Exhibit 10(j)


 


EXECUTION
VERSION


 





 


 


November 5, 2003


 


PERSONAL AND CONFIDENTIAL


 


Mr. Stephen C. Knup


c/o Superior TeleCom Inc.


150 Interstate North Parkway


Atlanta, Georgia 30339


 


Dear Stephen:


 


The purpose of this letter agreement and
general release (the “Agreement”) is to acknowledge, and set forth the terms
of, our agreement with regard to your termination of employment with Superior
TeleCom Inc. (the “Parent”), Superior Telecommunications Inc. (“STI”) and their
respective affiliates and subsidiaries and their successors (including, without
limitation, Superior Essex Inc. (“Superior Essex”) and Superior
Telecommunications LLC) (collectively with the Parent and STI, the “Employer”).


 


1.             Resignations.  (a)  At the request of the Employer, you hereby
confirm your resignation from employment with the Employer effective as of
December 31, 2003 (the “Termination Date”) and, effective as of the Termination
Date, you hereby confirm your resignation from your positions as the President
and Chief Operating Officer of the Parent and Superior Essex and agree that you
will not be eligible for any benefits or compensation after the Termination
Date, other than as specifically provided herein.  In addition, effective as of the Termination Date, you hereby
resign from all offices, trusteeships, committee memberships and fiduciary
capacities held with, or on behalf of, the Employer or any benefit plans of the
Employer.  You further acknowledge and
agree that, after the Termination Date, you will not represent yourself as being
an employee, officer, director, trustee, agent or representative of the
Employer for any purpose.


 


(b)           During
the period between the date hereof and the Termination Date, you will continue
to be paid your base salary at the rate in effect on the date hereof in
accordance with the normal payroll practices of the Employer.  In addition, during such period, you will
also be eligible for employee benefits and perquisites under the plans and
programs which the Employer maintains during such period from time to time, at
the same level as if you had continued as a senior executive of the Employer.


 


2.             Severance Payments and Benefits.  (a)  Subject to the remainder of this Section 2
and Sections 3, 4 and 5, you will be entitled to receive the following payments
and benefits:


 

















 


(i)            Within 10 days following the Effective Date
(as defined in the general release attached as Exhibit A hereto (the “General
Release”)), payment of (A) any unpaid base salary through the Termination Date;
(B) any accrued vacation through the Termination Date (which the parties
acknowledge and agree equals $24,588; and (C) any unreimbursed business or
medical expenses incurred through the Termination Date;


 


(ii)           Within 10 days following the Effective Date,
a lump sum cash payment equal to $426,196, which represents your severance
benefit under the Superior TeleCom Inc. Severance Pay Plan (the “Severance Pay
Plan”); and


 


(iii)          All other payments or benefits which you may
be entitled under the terms of any applicable employee benefit plan of the
Employer, including, without limitation, any vested accrued benefits under and
in accordance with the terms of any tax-qualified retirement plan and
continuation coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended.


 


(b)           The Employer may withhold from any amounts
payable under this Agreement such Federal, state and local taxes as are
required to be withheld pursuant to any applicable law or regulation.


 


3.             Full Discharge.  You
hereby agree and acknowledge that the foregoing compensation and benefits are
in full discharge of any and all liabilities and obligations of the Employer to
you (or your beneficiaries), monetarily or with respect to employee benefits or
otherwise, except for the matters listed in Section 2(d) of the General
Release.


 


4.             Restrictive Covenants.  You
hereby acknowledge the existence and applicability of the restrictions set
forth in Section 2.5 of the Severance Pay Plan.  The applicable post-employment restriction periods shall commence
on the Termination Date.


 


5.             General Release. 
Notwithstanding anything in this Agreement to the contrary, any and all
payments made and benefits provided under this Agreement to you (other than
those made pursuant to Section 2(a)(i) hereof) shall be contingent upon (a) the
full execution and delivery of the General Release and (b) your election not to
exercise your right to revoke such General Release. Such General Release shall
be delivered to the Employer on the Termination Date.


 


6.             Liability Insurance.  After
your employment with the Employer has terminated pursuant to this Agreement,
the Employer shall cover you under directors’ and officers’ liability insurance
while potential liability exists after the Termination Date in the same amount
and to the same extent, if any, as the Employer covers its other then officers
and directors.


 


2

















 


7.             Governing Law.  Except as
it may be preempted by the Employee Retirement Income Security Act of 1974, as
amended, this Agreement shall be governed by and construed in accordance with
the laws of the state of Georgia.


 


8.             Amendment and Waiver.  This
Agreement may not be amended or modified or any right or remedy herein waived
except by a writing signed by the Parent, STI (or their respective successors)
and you.


 


9.             Severability.  Should
any provision of this Agreement be held by a court of competent jurisdiction to
be unenforceable or prohibited by an applicable law, this Agreement shall be
considered divisible as to such provision, which shall be inoperative, and the
remainder of this Agreement shall be valid and binding as though such provision
were not included herein.


 


10.           Successors and Assigns.  This
Agreement shall be binding upon and to the benefit of the Employer and you and
their respective heirs, executors, administrators, successors and assigns.  Without limiting the generality of the
foregoing, in the event that the Employer merges with another entity, this
Agreement will be binding upon the surviving corporation.


 


11.           Headings.  Headings
as to the contents of particular Sections of this Agreement are provided for
convenience only and are in no way to be construed as part of this Agreement or
as a limitation of the scope of the particular Sections to which they refer.


 


12.           Entire Agreement/Counterparts.  This
Agreement constitutes the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes any prior agreements,
understandings, negotiations, whether written or oral, pertaining to the
subject matter hereof.  This Agreement
may be executed in counterparts, each of which shall constitute an original and
which together shall constitute a single instrument.


 


[remainder of page
intentionally left blank]


 


3

















 


If this Agreement is acceptable to you, please sign the enclosed
duplicate original and return the signed Agreement to the Employer at Superior
Essex Inc., 150 Interstate North Parkway, Atlanta, Georgia 30339, to the
attention of the Chief Financial Officer.


 


 


	
   

  	
  SUPERIOR TELECOM
  INC.

  
	
   

  
	
   

  
	
   

  	
  By: 

  	
   /s/ David S. Aldridge

  	
   

  
	
   

  	
  Name: David S. Aldridge

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  
	
   

  
	
   

  	
  SUPERIOR
  TELECOMMUNICATIONS INC.

  
	
   

  
	
   

  
	
   

  	
  By: 

  	
   /s/ David S. Aldridge

  	
   

  
	
   

  	
   

  	
  Name: David S. Aldridge

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  
	
   

  
	
  ACCEPTED AND AGREED
  TO:

  
	
   

  
	
   

  
	
   /s/ Stephen C. Knup

  	
   

  
	
  Stephen C. Knup

  
						



 


4

















 


EXHIBIT
A


 


Form
of

General Release


 


 


To:          Superior
Essex Inc.


150 Interstate North Parkway


Atlanta, Georgia 30339


 


 


1.             Consideration.  I acknowledge that this General Release is
being executed in accordance with Section 6 of the letter agreement between me,
Superior TeleCom Inc. (the “Parent”) and Superior Telecommunications Inc.(“STI”
and, together with Parent and their respective affiliates and subsidiaries and
successors, the “Employer”) dated November 5, 2003 (the “Letter Agreement”).


 


2.             General
Release.  (a)  For and in consideration of the payments to
be made and the promises set forth under the Letter Agreement, I, for myself
and for my heirs, dependents, executors, administrators, trustees, legal
representatives and assigns (collectively referred to as “Releasors”), hereby
forever release, waive and discharge the Employer, its employee benefit and/or
pension plans or funds, insurers, successors and assigns, and all of its or
their past, present and/or future directors, officers, trustees, agents,
counsel, employees, fiduciaries, trustees, administrators, representatives,
successors and assigns, whether acting on behalf of the Employer or in their
individual capacities (collectively referred to as “Releasees”), from any and
all claims, demands, causes of action, fees and liabilities of any kind
whatsoever, whether known or unknown, which Releasors ever had, now have, or
hereafter may claim to have against Releasees by reason of any actual or
alleged act, omission, transaction, practice, policy, procedure, conduct,
occurrence, or other matter up to and including the date of my execution of
this General Release, in connection with, or in any way related to or arising
out of, my employment, service as a director, service as a trustee, service as
a fiduciary or termination of any of the foregoing with the Employer.


 


(b)           Without
limiting the generality of the foregoing, this General Release is intended and
shall release the Releasees from any and all claims, whether known or unknown,
which Releasors ever had, now have, or may hereafter claim to have against the
Releasees including, but not limited to, (i) any claim of discrimination or
retaliation under the Age Discrimination in Employment Act (“ADEA”), Title VII
of the Civil Rights Act, the Americans with Disabilities Act, the Employee
Retirement Income Security Act of 1974, as amended or the Family and Medical
Leave Act; (ii) any claim under the Georgia Equal Pay Act, the Georgia Equal
Employment for Persons with Disabilities Code, and the Georgia Age
Discrimination Act; (iii) any other claim (whether based on federal, state or
local law, statutory or decisional) relating to or arising out of my
employment, the terms and conditions of such employment, the termination of
such employment and/or any of the events relating directly or indirectly to or
surrounding the termination of such employment, including, but not limited, breach
of contract (express or implied), wrongful discharge, tortious interference,
detrimental reliance, defamation, emotional


 

















 


distress or compensatory or punitive damages; and (iv) any claim for
attorney’s fees, costs, disbursements and the like.


 


(c)           Except
as provided herein or as otherwise required by law, I agree that I will not,
from any source or proceeding, seek or accept any award or settlement with
respect to any claim or right covered by Section 2(a) or (b) above, including,
without limitation, any source or proceeding involving any person or entity,
the United States Equal Employment Opportunity Commission or other similar
federal or state agency.  Except as
provided herein or as otherwise required by law, I further agree that I will
not, at any time hereafter, commence, maintain, prosecute, participate in as a
party, permit to be filed by any other person on my behalf (to the extent it is
within my control or permitted by law), or assist in the commencement or
prosecution of as an advisor, witness (unless compelled by legal process or
court order) or otherwise, any action or proceeding of any kind, judicial or
administrative (on my own behalf, on behalf of any other person and/or on
behalf of or as a member of any alleged class of persons) in any court, agency,
investigative or administrative body against any Releasee with respect to any
actual or alleged act, omission, transaction, practice, conduct, occurrence or
any other matter up to and including the date of my execution of this General Release
which I released pursuant to Section 2(a) or (b) above.  I further represent that, as of the date I
sign this General Release, I have not taken any action encompassed by this
Section 2(c).  If, notwithstanding the
foregoing promises, I violate this Section 2(c), I will indemnify and hold
harmless Releasees from and against any and all demands, assessments,
judgments, costs, damages, losses and liabilities and reasonable attorneys’
fees, costs, disbursements and the like and other reasonable expenses which
result from, or are incident to, such violation.  Notwithstanding anything herein to the contrary, this Section
2(c) shall not apply to any claims that I may have under the ADEA and shall not
apply to the portion of the release provided for in Section 2(a) or (b)
relating to the ADEA.


 


(d)           Notwithstanding
anything herein to the contrary, the sole matters to which the release and
covenants in this Section 2 do not apply are: (i) my rights of indemnification
or contribution to which I was entitled immediately prior to the Termination
Date under the Plan of Reorganization under Chapter 11 of the Bankruptcy Code,
dated July 30, 2003, as amended (the “Plan of Reorganization”), the Employer’s
By-laws, the Employer’s Certificate of Incorporation or otherwise with regard
to my service as an officer or director of the Employer; (ii) my rights under
any tax-qualified pension plan maintained by the Employer or claims for
accrued, vested benefits any other employee benefit plan, program, policy or
arrangement maintained by the Employer or under COBRA; or (iii) my rights under
the Letter Agreement.  In addition, the
release and covenants in this Section 2 shall not impact the release applicable
to me pursuant to the Plan of Reorganization.


 


3.             Governing
Law; Enforceability.  The
interpretation of this General Release will be construed and enforced in
accordance with the laws of the State of Georgia without regard to that state’s
principles of conflicts of law.  If, at
any time after the execution of this General Release, any provision of this
General Release will be held to be illegal or unenforceable by a court of
competent jurisdiction, solely such provision will be of no force or effect.


 


4.             Acknowledgement.  I acknowledge that I have been advised by
the Employer in writing to consult, and I have consulted, independent legal
counsel of my choice before signing


 


2

















 


this General Release.  I further
acknowledge that I have had the opportunity to consult independent legal
counsel and to consider the terms of this General Release for a period of at
least 21 days.  I further acknowledge
that I have carefully read this General Release in its entirety; that I have
had an adequate opportunity to consider it and to consult with any advisors of
my choice about it; that I have consulted with independent legal counsel of my
choice who has answered to my satisfaction all questions I had regarding this
General Release; that I understand all the terms of this General Release and
their significance; that I am legally competent to execute this Agreement; that
I have not relied on any statements or explanations made by the Employer, any
agent of the Employer or its counsel; that I knowingly and voluntarily assent
to all the terms and conditions contained herein; and that I am signing this
General Release voluntarily and of my own free will.


 


5.             Effective
Date.  I further
acknowledge that this General Release will not become effective until the
eighth day following my execution of this General Release (the “Effective
Date”), and that I may at any time prior to the Effective Date revoke this
General Release by delivering written notice of revocation to the Employer c/o Superior Essex Inc., 150 Interstate North
Parkway, Atlanta, Georgia, 30339, to the attention of the Chief
Financial Officer.  In the event that I
revoke this General Release prior to the eighth day after its execution, this
General Release will automatically be null and void.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Stephen C. Knup

  
	
   

  
	
  Dated: December 31, 2003

  
				



 


3