award certificate in the form previously approved by the Compensation
Committee in Superior Essex Comp Comm Res 06-06 and filed with the SEC, and
shall vest over a period of four years as follows:
·
25% on the second anniversary of the employment date
·
25% on the third anniversary of the employment date
·
50% on the fourth anniversary of the employment date
6.
EMPLOYEE BENEFITS.
DURING THE EMPLOYMENT TERM, EXECUTIVE SHALL
BE ENTITLED TO PARTICIPATE IN THE COMPANY'S (OR ITS AFFILIATES') EMPLOYEE
BENEFIT PLANS, PROGRAMS AND ARRANGEMENTS AS IN EFFECT FROM TIME TO TIME
(COLLECTIVELY, THE "EMPLOYEE BENEFITS"), ON THE SAME BASIS AS THOSE BENEFITS
GENERALLY ARE MADE AVAILABLE TO OTHER SENIOR EXECUTIVES OF THE COMPANY,
COMMENSURATE WITH EXECUTIVE'S POSITION WITH THE COMPANY.
SUCH BENEFITS SHALL
INCLUDE, BUT NOT BE LIMITED TO, (I) ANY LONG-TERM INCENTIVE PROGRAM GENERALLY
APPLICABLE TO THE COMPANY'S SENIOR EXECUTIVE OFFICERS, AND (II) THE SUPERIOR
ESSEX INC. SENIOR EXECUTIVE RETIREMENT PLAN (THE "SERP") OR ANOTHER PLAN
PROVIDING MATERIALLY THE SAME BENEFITS AS THE SERP.
FOR PURPOSES OF THE SERP,
EXECUTIVE SHALL BE A NON-FOUNDING TIER 1 EXECUTIVE WHOSE APPLICABLE BENEFIT
PERCENTAGE IS 2.0%.
7.
BUSINESS EXPENSES AND PERQUISITES.
A.
BUSINESS AND OTHER EXPENSES.
DURING THE EMPLOYMENT TERM,
REASONABLE BUSINESS EXPENSES INCURRED BY EXECUTIVE IN THE PERFORMANCE OF
EXECUTIVE'S DUTIES HEREUNDER SHALL BE REIMBURSED BY THE COMPANY IN ACCORDANCE
WITH COMPANY POLICIES.
B.
PERQUISITES.
WHILE EMPLOYED HEREUNDER, EXECUTIVE SHALL BE
ENTITLED TO (I) ANY PERQUISITES THAT GENERALLY ARE MADE AVAILABLE TO OTHER
SENIOR EXECUTIVES OF THE COMPANY AND (II) THOSE PERQUISITES SET FORTH ON EXHIBIT
A ATTACHED HERETO.
8.
TERMINATION.
THE EMPLOYMENT TERM AND EXECUTIVE'S EMPLOYMENT
HEREUNDER MAY BE TERMINATED BY EITHER PARTY AT ANY TIME AND FOR ANY REASON IN
THE MANNER PROVIDED HEREIN.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, THE PROVISIONS OF THIS SECTION 8 SHALL EXCLUSIVELY GOVERN EXECUTIVE'S
RIGHTS UPON TERMINATION OF EMPLOYMENT WITH THE COMPANY AND ITS AFFILIATES.
SUBJECT TO SECTION 12(H) HEREOF, WHENEVER THIS AGREEMENT PROVIDES FOR THE
PAYMENT OF A LUMP SUM BENEFIT FOLLOWING TERMINATION OF EMPLOYMENT, SUCH PAYMENT
SHALL BE MADE WITHIN 30 DAYS AFTER THE EMPLOYMENT TERMINATION DATE, SUBJECT TO
THE EXECUTION AND NON-REVOCATION OF THE RELEASE REFERRED TO IN SECTION 8(H).
A.
BY THE COMPANY FOR CAUSE OR RESIGNATION BY EXECUTIVE WITHOUT GOOD
REASON.
(I)
THE EMPLOYMENT TERM AND EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE
TERMINATED BY THE COMPANY FOR CAUSE AND SHALL TERMINATE AUTOMATICALLY UPON
3
EXECUTIVE'S RESIGNATION WITHOUT GOOD REASON; PROVIDED, HOWEVER, THAT EXECUTIVE
WILL BE REQUIRED TO GIVE THE COMPANY AT LEAST 30 DAYS ADVANCE WRITTEN NOTICE OF
A RESIGNATION WITHOUT GOOD REASON.
(II)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN (A)
EXECUTIVE'S CONTINUED WILLFUL FAILURE TO PERFORM SUBSTANTIALLY EXECUTIVE'S
DUTIES HEREUNDER (OTHER THAN AS A RESULT OF TOTAL OR PARTIAL INCAPACITY DUE TO
PHYSICAL OR MENTAL ILLNESS) FOLLOWING WRITTEN NOTICE BY THE COMPANY TO EXECUTIVE
OF SUCH FAILURE, (B) DISHONESTY IN THE PERFORMANCE OF EXECUTIVE'S DUTIES
HEREUNDER WHICH IS INJURIOUS (OTHER THAN IN SOME IMMATERIAL OR DE MINIMIS
RESPECT) TO