Exhibit 10(h)


 





 


 


November 10,
2003


 


Personal and Confidential


 


Mr. Justin Deedy


c/o Superior Essex Inc.


210 Interstate North Parkway


Suite 250


Atlanta, Georgia 30339


 


Dear Justin:


 


This is to
confirm that Superior Essex Inc. (or any successor) (“Superior”) intends to
enter into an employment agreement with you as a senior executive officer of
Superior.  In the event that Superior
does not deliver, within three months following the effective date of the Plan
of Reorganization under Chapter 11 of the Bankruptcy Code, dated July 30, 2003,
as amended (the “Plan of Reorganization”), a form of employment agreement
consistent with your position as a senior executive officer which provides,
among other things, (i) for a base salary and an annual cash bonus opportunity
that are no less favorable than those set forth in the proposed employment
agreement that was delivered to you by Superior in connection with its
management restructuring in early 2001, (ii) that you will participate in
Superior’s management equity incentive plan at a level commensurate with your
position and (iii) that you will be entitled to receive severance payments and
benefits no less favorable than the severance payments and benefits specified
below in the event that your employment is terminated by Superior without
“cause” or by you for “good reason” within two years following the effective
date of the Plan of Reorganization, then you shall have the right to terminate
your employment within 30 days following the expiration of such three-month period
by delivering written notice of such termination to Superior.  The per share exercise price for the initial
grants of stock options under the aforementioned management equity incentive
plan shall be equal to a price that is not greater than the per share value
assigned to Superior’s common stock, which value shall be based on the
mid-point total reorganized value of the common stock established by Rothschild
Inc., which is $10.00 per share.(1)


 


Upon a
termination described in the preceding paragraph, you shall be entitled,
subject to the conditions and limitations set forth in this letter agreement,
to receive the following benefits in respect of such termination (without
mitigation or offset except as expressly provided in paragraph 3 below):


 












(1)           The value is subject to adjustment to the
extent the total number of outstanding shares changes from 16,500,000.


 

















 


1.                                       A lump sum in
cash equal to $100,401, which represents the remaining installment of the “stay
bonus” under the Superior TeleCom Inc. Key Employee Retention Plan;


 


2.                                       A
lump sum in cash equal to $600,000, which amount shall be in lieu of any
severance benefit payable to you under the Superior TeleCom Inc. Severance Pay
Plan (the “Severance Pay Plan”); and


 


3.                                       For
one year after the date of termination, you shall continue to participate in
the health and welfare plans maintained by Superior as in effect from time to
time during such one-year period, on the same basis as Superior provides such
plans for its then actively employed executives (which may include, without
limitation, medical, dental, executive medical reimbursement, disability and
life insurance), and Superior and you shall share the costs of the continuation
of such coverage in the same proportion as such costs were shared immediately
prior to your termination; provided, however, that such participation shall
terminate, or the benefits under such plan shall be reduced, if and to the
extent you become covered (or are eligible to become covered) during such
period by plans of a subsequent employer or other entity to which you provide
services providing comparable benefits or if you fail to pay any required
contribution or premium.  Such coverage
shall be credited against the time period that you and your dependents are
entitled to receive continued coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”).


 


The amounts payable pursuant to paragraphs 1 and 2 above shall be paid
to you within 10 days of the effective date of the Release (as defined below).


 


Notwithstanding the foregoing, any amounts payable pursuant to this
letter agreement shall only be payable if you deliver to Superior, and do not
exercise your right to revoke, a release (the “Release”) of all claims of any
kind whatsoever that you have or may have against Superior and its affiliates
and their officers, directors and employees known or unknown as of the date of
your termination of employment (other than claims to payments specifically
provided hereunder, claims under COBRA, claims to vested accrued benefits under
Superior’s tax-qualified employee benefit plans, claims for reimbursement under
Superior’s executive medical reimbursement program for any unreimbursed medical
expenses incurred on or before your termination, claims for unreimbursed
business expenses in accordance with Superior’s policy or rights of
indemnification or contribution to which you were entitled under the Plan of
Reorganization, Superior’s By-laws, Superior’s Certificate of Incorporation or
otherwise with regard to the your service as an employee, officer or director
of Superior) occurring up to the release date in such form as reasonably
requested by Superior.


 


In addition, as a condition of the receipt of any amounts payable
pursuant to this letter agreement, 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 date of termination.


 

















 


After your employment has terminated pursuant to this letter agreement,
Superior shall cover you under directors’ and officers’ liability insurance for
events that occurred during your period of employment with Superior in the same
amount and to the same extent, if any, as Superior covers its other then
officers and directors.


 


Superior may withhold from any amounts payable under this letter
agreement such Federal, state and local taxes as are required to be withheld
pursuant to any applicable law or regulation.


 


This letter agreement may not be altered, modified, or amended except
by a written instrument signed by you and Superior.


 


Nothing in this letter agreement shall be deemed to affect your rights
under the Superior TeleCom Inc. Change in Control Severance Pay Plan (the
“Change in Control Plan”) or any other plan or arrangement in which you
participate on the effective date of the Plan of Reorganization, except as
expressly provided otherwise herein and subject to the terms and conditions of
such plans or arrangements.  Any benefit
you receive under the Change in Control Plan prior to the execution of the
employment agreement contemplated by this letter agreement shall be in lieu of
the lump sum cash severance benefit described in item 2 above but you shall be
eligible for the other payments and benefits provided hereunder.


 


If the foregoing terms and conditions are acceptable and agreed to by
you, please sign on the line provided below to signify such acceptance and
agreement and return the executed copy to the undersigned.


 


Very truly yours,


 


	
  SUPERIOR ESSEX INC.

  
	
   

  
	
   

  
	
   /s/ David S. Aldridge

  	
   

  
	
  Name: David S. Aldridge

  
	
  Title:  Chief Financial
  Officer

  
	
   

  
	
   

  
	
  Accepted and agreed

  this 10th day of November, 2003.

  
	
   

  
	
   

  
	
   /s/ Justin Deedy

  	
   

  
	
  Justin Deedy