Exhibit 10.5.3







Exhibit 10.5.3




PERFORMANCE-BASED STOCK UNIT AGREEMENT




	 	 	 
	GRANTED TO:

	 	
	 	 	
	DATE OF GRANT:

	 	
	 	 	
	GRANTED PURSUANT TO:

	 	General Cable Corporation 2005 Stock Incentive Plan
	 	 	
	NUMBER OF UNITS:

	 	 
	 	 	
	VESTING SCHEDULE:

	 	






1. This Stock Unit Agreement (the “Agreement”) is made and entered into as of      (the “Date of Grant”)
between General Cable Corporation, a Delaware corporation (the “Company”), and      (the “Participant”), as a
participant (the “Participant”) in the General Cable Corporation 2005 Stock Incentive Plan (the “Plan”), a copy of
which is enclosed herewith. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Plan.



2. The Participant is granted      restricted stock units with respect to the Common Stock of the Company (the
“Stock Units”). The Stock Units are granted as provided for under the Plan and are subject to the terms and conditions
set forth in the Plan and this Agreement. This grant of Stock Units will vest according to the vesting schedule set
forth above, provided that the performance condition set forth herein has been met.  Specifically, the grant will vest
100% on [DATE] (the “Vesting Date”) if the Company has earned at least $1.00 of cumulative net income during the
vesting period (the “Performance Target”) and the Participant has continued in employment through the Vesting Date, or
as provided in Paragraph 7 or 8 below.  For this purpose, cumulative net income shall mean the Company’s cumulative net
income for the period beginning on the first day of the calendar month following the date of grant through the last day
of the calendar month preceding the Vesting Date (or through the date described in Paragraph 7, if applicable). The
Performance Target shall be calculated at the end of the vesting period by the Vice President, Compensation and
Benefits, with the advice of the Chief Financial Officer of the Company (the “Officers”) and shall be reported to the
Compensation Committee of the Company’s Board of Directors (the Compensation Committee”).  The Performance Target shall
be calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), and the GAAP results shall be
adjusted by the Officers to exclude extraordinary gains or losses in accordance with the methodology that has been
specified by the Compensation Committee for calculation of the Performance Target. No payment shall be made with
respect to the Stock Units unless and until the Compensation Committee shall have certified that the Performance Target
and the requirements of this Agreement have been met (except in the event of a Change in Control as described in
Paragraph 8 below). The Stock Units granted hereunder are a matter of separate inducement and are not in lieu of
salary or other compensation for the Participant’s services.


 


1









 





3. The Stock Units shall be promptly recorded on the books of the Company as Stock Unit awards. When and if the
vesting restrictions, as set forth in the vesting schedule above, terminate, the Participant shall be entitled to a
payment in shares of Common Stock only, one share of Common Stock for each Stock Unit granted hereunder, and the
Participant shall have no rights to the Stock Units until all vesting restrictions terminate. Payment shall be made
within 90 days after the Vesting Date, but not later than March 15 after the end of the calendar year in which the
Stock Units vest, subject to Paragraphs 7, 8 and 13 below.



4. If under Section 12 of the Plan, the Participant shall be entitled to new, additional or different Stock Units,
such new, additional or different Stock Units shall be subject to the vesting and other restrictions as provided in
Paragraphs 5 and 6 below.



5. The Stock Units shall be subject to vesting and other restrictions as provided in this Agreement. Upon the
delivery of shares of Common Stock under this Agreement after vesting, the Participant shall have all the rights of a
shareholder with respect to such shares of Common Stock, including, but not limited to, the right to vote such shares
and to receive all dividends and other distributions paid with respect to them, and all such shares shall be evidenced
by one or more certificates. The Participant shall not be entitled to Dividend Equivalent Rights with respect to the
Stock Units.



6. Stock Units may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except by
will or the laws of descent and distribution. Any attempt by the Participant to dispose of any of the Stock Units in
any such manner shall result in the immediate forfeiture of the Stock Units.



7. In the event of the termination of the Participant’s employment, the Participant’s outstanding Stock Units
shall vest or be forfeited, as applicable, in accordance with Section 14 of the Plan; provided, however, that (a) if
the Participant’s employment terminates on account of Disability (as defined below) or death, the Participant’s
unvested Stock Units will fully vest as of the date of the Participant’s termination of employment, or (b) if the
Participant’s employment terminates on account of Retirement (as defined below), and if the Performance Target is met
for the period beginning on the first day of the calendar month following the date of grant through the last day of the
calendar month preceding the Participant’s termination date, a pro rata portion of the Participant’s unvested Stock
Units will vest as of the date of the Participant’s termination of employment. The pro rata portion will be determined
by multiplying the Participant’s unvested Stock Units by a fraction, the numerator of which is the number of the
Participant’s completed months of service from the Date of Grant to the termination date and the denominator of which
is 60. For purposes of this Agreement, “Retirement” shall mean termination of employment (other than for Cause, as
defined in the Plan) after the Participant has attained age 62 and has completed ten years of service with the Company
and its subsidiaries. For purposes of this Agreement, “Disability” shall mean the Participant is, by reason of a
mental or physical impairment, eligible to receive long-term disability benefits under the applicable long-term
disability plan of the Company. Any Stock Units that vest upon termination of employment pursuant to this Paragraph 7
shall be paid within 90 days after the termination date, but not later than March 15 after the end of the calendar year
in which the Stock Units vest, subject to Paragraph 13 below. Any Stock Units that do not vest upon termination of
employment shall be forfeited on the termination date.


 


2









 





8. Notwithstanding anything contained in this Agreement to the contrary, all outstanding Stock Units shall become
fully vested immediately upon the occurrence of the Change in Control of the Company in accordance with Section 13 of
the Plan. Any Stock Units that vest upon a Change in Control pursuant to this Paragraph 8 shall be paid upon or within
60 days after the Change in Control, subject to Paragraph 13 below.



9. Subject to Section 10(c) of the Plan, the Participant shall be entitled to defer receipt of shares of Common
Stock upon the termination of the vesting restrictions applicable to the Stock Units only under the terms of an
agreement with the Company acceptable to the Company under the terms of the General Cable Corporation Deferred
Compensation Plan and applicable law. Further, the Company reserves the right to cause deferral to be made so as to
comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).



10. By his or her acceptance of this Agreement, the Participant agrees to reimburse the Company for any taxes
required by any government to be withheld or otherwise deducted and paid by the Company in respect of the Stock Units
or any shares of Common Stock issued to the Participant upon the termination of vesting restrictions related to the
Stock Units. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any
compensation or other sums due or to become due from the Company or a Subsidiary, as the case may be, to the
Participant, and the Company may withhold such taxes from shares of Common Stock to be delivered pursuant to this
Agreement (up to the minimum required tax withholding amount).



11. The Participant covenants and agrees with the Company that if, with respect to the Stock Units or any shares
of Common Stock delivered to the Participant pursuant to this Agreement, there does not exist a Registration Statement
on an appropriate form under the Securities Act of 1933, as amended (the “Act”), which Registration Statement shall
have become effective and shall include a prospectus that is current with respect to the Stock Units or shares of
Common Stock subject to this Agreement, (i) that he or she takes the Stock Units or such shares of Common Stock for his
or her own account and not with a view to the resale or distribution thereof, (ii) that any subsequent offer for sale
or sale of any such shares shall be made either pursuant to (x) a Registration Statement on an appropriate form under
the Act, which Registration Statement shall have become effective and shall be current with respect to the shares being
offered and sold, or (y) a specific exemption from the registration requirements of the Act, but in claiming such
exemption, the Participant shall, prior to any offer for sale of such shares, obtain a favorable written opinion from
counsel for or approved by the Company as to the applicability of such exemption and (iii) that the Participant agrees
that the certificates evidencing such shares shall bear a legend to the effect of the foregoing.



12. This Agreement is subject to all terms, conditions, limitations and restrictions contained in the Plan, which
shall be controlling in the event of any conflicting or inconsistent provisions, except as permitted by the Plan. In
the event, however, of any conflict between the provisions of this Agreement or the Plan and the provisions of an
employment or change-in-control agreement between the Company and the Participant, the provisions of the latter shall
prevail, to the extent consistent with the Plan.


 


3









 





13. This Agreement is intended to comply with section 409A of the Code or an exemption, and payments may only be
made under this Agreement upon an event and in a manner permitted by section 409A, to the extent applicable.
Notwithstanding anything in this Agreement to the contrary, if required by section 409A, if the Participant is
considered a “specified employee” for purposes of section 409A and if any payment under this Agreement is required to
be delayed for a period of six months after separation from service pursuant to section 409A, such payment shall be
delayed as required by section 409A, and the accumulated payment amounts shall be paid in a lump sum payment within ten
days after the end of the six-month period. If the Participant dies during the postponement period prior to payment,
the amounts withheld on account of section 409A shall be paid to the personal representative of the Participant’s
estate within 60 days after the date of the Participant’s death. Any payments to be made upon a termination of
employment under this Agreement may only be made upon a “separation from service” under section 409A. In no event may
the Executive, directly or indirectly, designate the calendar year of a payment, except in accordance with section
409A. If payment is to be made upon vesting in the event of a Change in Control and the Change in Control is not a
“change in control event” under section 409A, then the outstanding Stock Units will nevertheless vest on the Change in
Control, but, if required by section 409A, the vested Stock Units will be paid at the earlier of separation from
service or the Vesting Date described in Paragraph 3 above.



14. This Agreement is not a contract of employment and the terms of the Participant’s employment shall not be
affected hereby or by any agreement referred to herein except to the extent specifically so provided herein or therein.
Nothing herein shall be construed to impose any obligation on the Company to continue the Participant’s employment, and
it shall not impose any obligation on the Participant’s part to remain in the employ of the Company or any of its
Subsidiaries. This Agreement shall be governed by and construed in accord with the laws of the Commonwealth of
Kentucky, excluding principles of conflicts of law.



IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written above.




GENERAL CABLE CORPORATION




By:

        Name:

        Title:




I hereby accept the award of the Stock Units described in this Agreement, and I agree to be bound by the terms of the
Plan and this Agreement. I hereby agree that all of the decisions and determinations of the Committee with respect to
the Stock Units shall be final and binding.



	 	 	 
	By:                                             

	 	Date:                
	[Participant]

	 	






 


4