Exhibit
10.1


AMENDED
AND RESTATED


NON-QUALIFIED
STOCK OPTION


non-transferable


GRANT TO


 


(the “Participant”)


the right to
purchase (the “Option”) from Superior Essex Inc. (the “Company”)


 


shares of its
common stock, par value $0.01 per share, at the exercise price of $      per share


 


pursuant to and subject
to the provisions of the Superior Essex Inc. 2003 Stock Incentive Plan (the “Plan”)
and to the terms and conditions set forth on the reverse hereof.  By accepting the Option, the Participant,
shall be deemed to have agreed to the terms and conditions set forth in this
Certificate and the Plan. This Certificate is an amendment and restatement of
the Option Certificate granted to the Participant, dated as of      , 2004.  All terms are the same, except that, in order
to comply with Code Section 409A, the exercise price with respect to those
shares vesting after December 31, 2004 has been increased from $10.00 to $     , which was the fair market value
of the Shares on the Grant Date.  The
exercise price of the Option with respect to Shares vesting prior to December
31, 2004 remains at $10.00 per share.


IN WITNESS WHEREOF,
Superior Essex Inc. acting by and through its duly authorized officers, has
caused this Certificate to be executed as of the day and year first above
written.


	
   

  	
   

  	
  SUPERIOR ESSEX INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its: Authorized Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Option Grant Date:
                     , 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Accepted by the Participant:

  	
   

  






















 


1.     Grant
of Option.  The committee
(the “Committee”) appointed by the Board of Directors of the Company to
administer the Superior Essex Inc. 2003 Stock Incentive Plan (the “Plan”), hereby
grants to the Participant named on the reverse hereof, under the Plan, a
non-qualified stock option (the “Option”) to purchase from the Company, on the
terms and conditions set forth in this certificate (the “Certificate”), the
number of shares (“Shares”) indicated on the reverse hereof of the Company’s
$0.01 par value common stock (“Common Stock”), at the exercise price per share
set forth on the reverse hereof (the “Option Price”).  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Plan.  Unless otherwise indicated, any
capitalized term used but not defined herein shall have the meaning ascribed to
such term in the Plan.  By accepting this
Option, the Participant is deemed to agree to comply with the terms of the
Plan, this Certificate and all applicable laws and regulations.


2.     Tax Matters.  No part of the
Option granted hereby is intended to qualify as an “incentive stock option”
under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).


3.     Vesting.  (a)  Except as set forth in subsection (b) below,
the Option shall become exercisable as provided below, which shall be cumulative.  To the extent that the Option has become
exercisable with respect to a number of shares of Common Stock as provided
below, the Option may thereafter be exercised by the Participant, in whole or
in part, at any time or from time to time prior to the expiration of the Option
as provided herein and in accordance with Section 6.3(d) of the Plan,
including, without limitation, the filing of such written form of exercise
notice, if any, as may be required by the Committee and payment in full of the
Option Price multiplied by the number of shares of Common Stock so
exercised.  Upon expiration of the
Option, the Option shall be canceled and no longer exercisable.  The following table indicates each date upon
which the Participant shall be entitled to exercise the Option with respect to
the percentage of Shares vested indicated beside that date provided that the
Participant is continuously employed (or on approved leave of absence) at all
times until the applicable vesting date:




	
  Vesting Date

  	
   

  	
  Number of Shares Vested

  	
   

  
	
  One Year After Grant Date (indicated on the reverse
  hereof)

  	
   

  	
  33

  	
  %

  
	
  Two Years After Grant Date

  	
   

  	
  33

  	
  %

  
	
  Three Years After Grant Date

  	
   

  	
  34

  	
  %

  






 


There
shall be no proportionate or partial vesting in the periods prior to each
vesting date and all vesting shall occur only on the appropriate vesting date.


(b)   The
Committee may, in its sole discretion, provide for accelerated vesting of the
Option at any time.


4.     Option Term.  The term of  each Option shall be ten (10) years after the
Grant Date, subject to earlier termination in the event of the Participant’s
Termination of Employment as specified in Section 5 below.


5.     Termination.


Subject to Section 4 above and the terms of the Plan, the Option, to the
extent vested at the time of the Participant’s Termination of Employment, shall
remain exercisable to the extent provided in Section 8.2 of the Plan.


                Any portion of the Option that
is not vested as of the date of the Participant’s Termination of Employment for
any reason shall terminate and expire as of the date of such Termination of
Employment.


6.     Restriction on Transfer of Option.  No part of the
Option shall be Transferable other than by will or by the laws of descent and
distribution and during the lifetime of the Participant, may be exercised only
by the Participant or the Participant’s guardian or legal representative.  In addition, the Option shall not be
assigned, negotiated, pledged or hypothecated in any way (except as provided by
law or herein), and the Option shall not be subject to execution, attachment or
similar process.  Upon any attempt to
Transfer the Option or in the event of any levy upon the Option by reason of
any execution, attachment or similar process contrary to the provisions hereof,
the Option shall immediately become null and void.  Notwithstanding the foregoing, the Option
shall be Transferable to the Participant’s spouse or former spouse pursuant to
a domestic relations order under applicable state law that is reasonably
acceptable to the Committee.  Any such
transferee may not subsequently transfer the Option other than by will or by
the laws of descent and distribution and the Option (and any Common Stock
acquired as a result of the exercise of the Option) remains subject to the
terms of this Certificate and the Plan.


7.     Rights as a Stockholder.  The Participant
shall have no rights as a stockholder with respect to any shares covered by the
Option unless and until the Participant has become the holder of record of the
Shares, and no adjustments shall be made for dividends in cash or other
property, distributions or other rights in respect of any such shares, except
as otherwise specifically provided for in the Plan.


8.     Provisions of Plan Control.  This Certificate is
subject to all the terms, conditions and provisions of the Plan, including,
without limitation, the amendment provisions thereof, and to such rules,
regulations and interpretations relating to the Plan as may be adopted by the
Committee and as may be in effect from time to time.  The Plan is incorporated herein by reference.  If and to the extent that this Certificate
conflicts or is inconsistent with the terms, conditions and provisions of the
Plan, the Plan shall control, and this Certificate shall be deemed to be
modified accordingly, provided that to the extent the Plan provides the
Committee with discretion to determine the terms of the Option, the exercise of
such discretion shall not be considered to be inconsistent with the terms of
the Plan.  This Certificate contains the
entire understanding of the parties with respect to the subject matter hereof
and supersedes any prior agreements between the Company and the Participant
with respect to the subject matter hereof.


9.     Withholding.  The Company shall have the right to
deduct from any payment, or to otherwise acquire, prior to the issuance or
delivery of any shares of Common Stock or the payment of any cash hereunder,
payment by the Participant of, any federal, state or local taxes required by
law to be withheld with respect to the Option.


10.   Notices.  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.


11.   No Obligation to Continue
Employment.  This
Certificate is not an agreement of employment. 
This Certificate does not guarantee that the Employer will employ the
Participant for any specific time period, nor does it modify in any respect the
Employer’s right to terminate or modify the Participant’s employment or
compensation.