OF THE FISCAL YEAR DURING WHICH
EXECUTIVE WAS EMPLOYED BY THE COMPANY; PROVIDED, FURTHER, THAT NO AMOUNT SHALL
BE PAID TO EXECUTIVE IF AT THE TIME OF SUCH TERMINATION NO BONUS WOULD BE
PAYABLE BASED ON THE ACTUAL ACHIEVEMENT OF CORPORATE, BUSINESS UNIT AND
INDIVIDUAL PERFORMANCE RESULTS AS OF THE DATE OF TERMINATION (FOR EXAMPLE, IF
ACTUAL PERFORMANCE THROUGH THE DATE OF TERMINATION REPRESENTED 90% OF TARGET
PERFORMANCE OBJECTIVES FOR THE YEAR, EXECUTIVE WOULD BE ENTITLED TO A PRORATA
PORTION OF THE CORRESPONDING PERCENTAGE OF HIS TARGET ANNUAL BONUS BASED ON THE
APPLICABLE PERFORMANCE MATRIX, AND IF THE THRESHOLD LEVEL OF PERFORMANCE
OBJECTIVES WAS NOT ACHIEVED, NO BONUS WOULD BE PAID).
FOLLOWING EXECUTIVE'S TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY,
EXCEPT AS SET FORTH IN THIS SECTION 8(B)(II), SECTION 8(D) OR SECTIONS 12(K),
(M) AND (N), OR ANY PAYMENTS TO BE MADE ON THE DELAYED PAYMENT DATE, EXECUTIVE
SHALL HAVE NO FURTHER RIGHTS TO ANY COMPENSATION OR ANY OTHER BENEFITS UNDER
THIS AGREEMENT.
C.
BY THE COMPANY WITHOUT CAUSE OR
RESIGNATION BY EXECUTIVE FOR GOOD REASON.
(I)
THE EMPLOYMENT TERM AND EXECUTIVE'S
EMPLOYMENT HEREUNDER MAY BE TERMINATED BY THE COMPANY WITHOUT CAUSE (OTHER THAN
BY REASON OF DEATH OR DISABILITY) OR BY EXECUTIVE'S RESIGNATION FOR GOOD REASON.
(II)
FOR PURPOSES OF THIS AGREEMENT, "GOOD
REASON" SHALL MEAN, WITHOUT EXECUTIVE'S WRITTEN CONSENT, (A) A REDUCTION IN
EXECUTIVE'S BASE SALARY AS THEN IN EFFECT, (B) A REDUCTION IN EXECUTIVE'S TARGET
ANNUAL BONUS TO LESS THAN 55% OF THE BASE SALARY OR A MATERIAL REDUCTION BY THE
COMPANY OF EMPLOYEE BENEFITS TO WHICH EXECUTIVE IS ENTITLED (OTHER THAN AN
OVERALL REDUCTION IN BENEFITS THAT AFFECTS SUBSTANTIALLY ALL FULL-TIME EMPLOYEES
OF THE COMPANY AND ITS AFFILIATES), (C) EXECUTIVE'S REMOVAL FROM THE POSITION OF
EXECUTIVE VICE PRESIDENT OF THE COMPANY OR THE PRESIDENT OF SUPERIOR ESSEX
COMMUNICATIONS LLC, (D) A MATERIAL ADVERSE CHANGE IN EXECUTIVE'S AUTHORITY,
DUTIES AND RESPONSIBILITIES OR REPORTING LINES, (E) A RELOCATION OF EXECUTIVE'S
PRINCIPAL PLACE OF EMPLOYMENT WITH THE COMPANY OF MORE THAN 35 MILES FROM
EXECUTIVE'S THEN CURRENT WORK LOCATION, (F) THE COMPANY'S FAILURE TO PAY AMOUNTS
TO WHICH EXECUTIVE IS ENTITLED UNDER THIS AGREEMENT, OR (G) THE COMPANY'S GIVING
WRITTEN NOTICE THAT IT ELECTS NOT TO EXTEND THE EMPLOYMENT TERM PURSUANT TO
SECTION 1 OF THIS AGREEMENT; PROVIDED THAT ANY EVENT DESCRIBED IN CLAUSES
(A) THROUGH (F) ABOVE SHALL CONSTITUTE GOOD REASON ONLY IF THE COMPANY FAILS TO
CURE SUCH EVENT WITHIN 20 DAYS AFTER RECEIPT FROM EXECUTIVE OF WRITTEN NOTICE OF
THE EVENT WHICH CONSTITUTES GOOD REASON; PROVIDED, FURTHER, THAT GOOD REASON
SHALL CEASE TO EXIST FOR AN EVENT DESCRIBED IN CLAUSES (A) THROUGH (F) ABOVE ON
THE 60TH DAY FOLLOWING THE LATER OF ITS OCCURRENCE OR EXECUTIVE'S KNOWLEDGE
THEREOF, UNLESS EXECUTIVE HAS GIVEN THE COMPANY WRITTEN NOTICE THEREOF PRIOR TO
SUCH DATE.
(III)
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY
THE COMPANY WITHOUT CAUSE (OTHER THAN BY REASON OF DEATH OR DISABILITY) OR IF
EXECUTIVE RESIGNS FOR GOOD REASON OTHER THAN AS PROVIDED IN
SECTION 8(C)(IV) BELOW,