Exhibit 10.2


TIME
VESTED RESTRICTED  STOCK  AWARD


 


Non-transferable


 


G R A N T  T O


 


Name
of Grantee


(“Grantee”)


 


by Superior Essex
Inc. (the “Company”) of


 [Insert number of shares]
shares of its common stock, $0.01 par value (the “Shares”)


 


pursuant to and
subject to the provisions of the Superior Essex Inc. 2005 Incentive Plan (the “Plan”)
and to the terms and conditions set forth on the following pages (the “Terms
and Conditions”).


 


Unless vesting is accelerated in accordance with the Plan, the Shares shall
vest (become non-forfeitable)  in
accordance with the following schedule:


 


	
  [Date] [Continuous Service as
  an Employee after Grant Date]

  	
   

  	
  Percent of Shares Vested

  	
   

  
	
  Year

  	
   

  	
   

  	
   

  
	
  Year

  	
   

  	
   

  	
   

  
	
  Year

  	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF, Superior Essex Inc., acting by and through its duly
authorized officers, has caused this Certificate to be executed as of the grant
date set forth below.


 


	
   

  	
  SUPERIOR ESSEX
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its: Authorized
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Accepted by
  Grantee: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Grant Date:

  
				






















 


TERMS AND CONDITIONS


 


1.  Grant of
Shares.  The Company hereby grants the
Shares to the Grantee, subject to the restrictions and the other terms and
conditions set forth in the Superior Essex Inc. 2005 Incentive Plan (the “Plan”)
and in this award agreement (this “Certificate”).  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Plan.


 


2.  Restrictions.  The Shares are subject to each of the
following restrictions.  “Restricted
Shares” mean those Shares that are subject to the restrictions imposed
hereunder which restrictions have not then expired or terminated.  Restricted Shares may not be sold,
transferred, exchanged, assigned, pledged, hypothecated or otherwise
encumbered.  Any attempted sale,
transfer, exchange, assignment, pledge, hypothecation or other encumbrance of
the Restricted Shares in violation of this Agreement shall be void and of no
effect and the Company shall have the right to disregard the same on its books
and records and to issue “stop transfer” instructions to its transfer
agent.  If Grantee’s employment with the
Company or any Affiliate terminates for any reason other than as set forth in
paragraph (b), (c) or (d) of Section 3 hereof, then Grantee shall forfeit all
of Grantee’s right, title and interest in and to the Restricted Shares, and as
of the date of employment termination, such Restricted Shares shall revert to
the Company.  The restrictions imposed
under this Section shall apply to all shares of the Company’s Common Stock or
other securities issued with respect to Restricted Shares hereunder in
connection with any merger, reorganization, consolidation, recapitalization,
stock dividend or other change in corporate structure affecting the Common
Stock.


 


3.  Expiration and Termination
of Restrictions.  The Shares will
vest and become non-forfeitable on the earliest to occur of the following (the “Vesting
Date”):


 


[Bracketed Clauses Included in Individual Awards


At Discretion of Committee]


 


(a)    As to the percentages of the Shares specified on the
front hereof, on the dates specified, or


(b)   [Termination of Grantee’s employment by reason of
death, Disability or Retirement, or]


(c)    [Termination of Grantee’s employment by the Company
without Cause or by Grantee for Good Reason within [six months][one year] after
a Change in Control; or]


(d)   Termination of Grantee’s employment under any other
circumstances if and to the extent provided in an employment agreement,
consulting agreement, change in control agreement or similar agreement in
effect between the Company or an Affiliate and Grantee.


 


For purposes of this Certificate, “Good Reason” shall
have the meaning assigned such term in Grantee’s Change of Control or Employment
Agreement with the Company, as in effect on the date hereof, as the same may be
amended from time to time, or any successor employment agreement, consulting
agreement, change in control agreement or similar agreement in effect between
the Company or an Affiliate and Grantee at the time of determination that
defines “good  reason” (or words of like
import).


 


4.  Delivery
of Shares.  The Restricted Shares
will be registered in the name of Grantee as of the Grant Date and will be held
by the Company during the Restricted Period in certificated or uncertificated
(book-entry) form.  If a certificate for
Restricted Shares is issued during the Restricted Period with respect to such
Shares, such certificate shall be registered in the name of Grantee and shall
bear a legend in substantially the following form:


 


“This certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture and
restrictions against transfer) contained in a Restricted Stock Award
certificate between the registered owner of the shares and Superior Essex Inc.  Release from such terms and conditions shall
be made only in accordance with the provisions of such agreement, copies of
which are on file in the offices of Superior Essex Inc.”


 


Stock certificates for the Shares, without the first
above legend, shall be delivered to Grantee or Grantee’s designee upon request
of Grantee after the expiration of the Restricted Period, but delivery may be
postponed for such period as may be required for the Company with reasonable
diligence to comply if deemed advisable by the Company, with registration
requirements under the Securities Act of 1933, listing requirements under the
rules of any stock exchange, and requirements under any other law or regulation
applicable to the issuance or transfer of the Shares.


 


5.  Voting
and Dividend Rights.  Grantee, as
beneficial owner of the Shares, shall have full voting and dividend rights with
respect to the Shares from and after the Grant Date (i.e., throughout the
Restricted Period).  If Grantee forfeits
any rights





















 


he or she may have under this Certificate in
accordance with Section 2, Grantee shall no longer have any rights as a
stockholder with respect to the Restricted Shares or any interest therein and
Grantee shall no longer be entitled to receive dividends on such stock.


 


6.  Changes
in Capital Structure.  In the event of a corporate event or transaction
involving the Company (including, without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
Committee may adjust this award to preserve the benefits or potential benefits
of this award. Without limiting the foregoing, in the event of a
subdivision of the outstanding Common Stock (stock-split), a declaration of a dividend
payable in Common Stock, or a combination or consolidation of the outstanding
Common Stock into a lesser number of shares, the Shares then subject to this
Certificate shall automatically be adjusted proportionately.


 


7.  No Right
of Continued Employment.  Nothing in
this Certificate shall interfere with or limit in any way the right of the
Company or any Affiliate to terminate Grantee’s employment at any time, nor
confer upon Grantee any right to continue in the employ of the Company or any
Affiliate.


 


8.  Payment
of Taxes.  Upon issuance of the
Shares hereunder, Grantee may make an election to be taxed upon such award
under Section 83(b) of the Code.  Grantee
will, no later than the date as of which any amount related to the Shares first
becomes includable in Grantee’s gross income for federal income tax purposes,
pay to the Company, or make other arrangements satisfactory to the Committee
regarding payment of, any federal, state and local taxes of any kind required
by law to be withheld with respect to such amount.  The Committee hereby approves Grantee’s
surrender to the Company of a number of Shares from this award as necessary to
pay the minimum applicable withholding tax obligation.  The obligations of the Company under this
Certificate will be conditional on such payment or arrangements, and the
Company, and, where applicable, its subsidiaries will, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to Grantee.


 


9.  Amendment.  The Committee may amend, modify or terminate
this Certificate without approval of Grantee; provided, however, that such
amendment, modification or termination shall not, without Grantee’s consent,
reduce or diminish the value of this award determined as if it had been fully
vested (i.e., as if all restrictions on the Shares hereunder had expired) on
the date of such amendment or termination.


 


10.  Plan
Controls.  The terms contained in the
Plan are incorporated into and made a part of this Certificate, and this
Certificate shall be governed by and construed in accordance with the
Plan.  In the event of any actual or
alleged conflict between the provisions of the Plan and the provisions of this
Certificate , the provisions of the Plan shall be controlling and determinative.


 


11. Notice.  Any notice or communication given hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person, or by United States mail, to the appropriate party at the address
set forth below (or such other address as the party shall from time to time
specify): If to the Company, to: Superior Essex Inc., 150 Interstate North
Parkway, Atlanta, Georgia 30339; Attention: Corporate Secretary. Notices to the
Participant will be directed to the address of the Participant then currently
on file with the Company.