Exhibit 10.3
EXECUTION COPY
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") dated as of
March 19, 2008 by and between Superior Essex Inc. (the "Company") and Barbara L.
Blackford ("Executive").
The Company and Executive entered into that certain Letter Agreement dated as of
February 26, 2004 (the "Original Agreement"), as amended and restated on
March 10, 2006 (the "Original Agreement").
The Company and Executive desire to
amend and restate the Original Agreement as set forth herein.
THEREFORE, in consideration of the premises and mutual covenants herein and for
other good and valuable consideration, the Company and Executive amend and
restate the Original Agreement as follows:
1.
TERM OF EMPLOYMENT.
SUBJECT TO THE PROVISIONS OF SECTION 8 OF
THIS AGREEMENT, EXECUTIVE SHALL CONTINUE TO BE EMPLOYED BY THE COMPANY FOR A
PERIOD COMMENCING ON APRIL 12, 2004 AND ENDING ON DECEMBER 31, 2006 (THE
"EMPLOYMENT TERM") ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT; PROVIDED, HOWEVER, THAT COMMENCING WITH DECEMBER 31, 2006 AND ON EACH
ANNIVERSARY THEREOF (EACH AN "EXTENSION DATE"), THE EMPLOYMENT TERM SHALL BE
AUTOMATICALLY EXTENDED FOR AN ADDITIONAL ONE-YEAR PERIOD, UNLESS THE COMPANY OR
EXECUTIVE PROVIDES THE OTHER PARTY HERETO 90 DAYS PRIOR WRITTEN NOTICE BEFORE
THE NEXT EXTENSION DATE THAT THE EMPLOYMENT TERM SHALL NOT BE SO EXTENDED.
THE
OCCURRENCE OF A CHANGE IN CONTROL (AS DEFINED IN THE SUPERIOR ESSEX INC. AMENDED
AND RESTATED 2005 INCENTIVE PLAN) SHALL NOT AFFECT THE TERM OF THIS AGREEMENT.
2.
POSITION.
A.
DURING THE EMPLOYMENT TERM, EXECUTIVE SHALL SERVE AS EXECUTIVE
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY OF THE COMPANY.
IN SUCH
POSITION, EXECUTIVE SHALL HAVE SUCH DUTIES AND AUTHORITY, CONSISTENT WITH SUCH
POSITION WITH THE COMPANY, AS SHALL BE DETERMINED FROM TIME TO TIME BY THE BOARD
OF DIRECTORS OF THE COMPANY (THE "BOARD") OR THE CHIEF EXECUTIVE OF THE
COMPANY.
EXECUTIVE SHALL REPORT DIRECTLY TO THE CHIEF EXECUTIVE OFFICER OF THE
COMPANY.
B.
DURING THE EMPLOYMENT TERM, EXECUTIVE WILL DEVOTE EXECUTIVE'S
FULL BUSINESS TIME AND BEST EFFORTS TO THE PERFORMANCE OF EXECUTIVE'S DUTIES
HEREUNDER AND WILL NOT ENGAGE IN ANY OTHER BUSINESS, PROFESSION OR OCCUPATION
FOR COMPENSATION OR OTHERWISE WHICH WOULD CONFLICT OR INTERFERE, IN ANY
SIGNIFICANT RESPECT, WITH THE RENDITION OF SUCH SERVICES EITHER DIRECTLY OR
INDIRECTLY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD.
NOTWITHSTANDING THE
FOREGOING, EXECUTIVE MAY, WITHOUT THE PRIOR APPROVAL OF THE BOARD, (I) MAKE AND
MANAGE PERSONAL BUSINESS INVESTMENTS OF EXECUTIVE'S CHOICE, SUBJECT TO THE PRIOR
WRITTEN CONSENT OF THE BOARD IF ANY SUCH INVESTMENT IS BEYOND MERELY BUYING AND
SELLING IN THE ORDINARY COURSE (AND, IN SO DOING, MAY SERVE AS AN OFFICER,
DIRECTOR, AGENT OR EMPLOYEE OF ENTITIES AND BUSINESS ENTERPRISES THAT ARE
RELATED TO SUCH PERSONAL INVESTMENTS) AND (II) SERVE IN ANY CAPACITY WITH ANY
CIVIC, EDUCATIONAL OR CHARITABLE ORGANIZATION OR ANY GOVERNMENTAL ENTITY OR
TRADE ASSOCIATION; PROVIDED THAT IN EACH CASE, AND IN THE AGGREGATE, SUCH
ACTIVITIES DO NOT CONFLICT OR INTERFERE, IN ANY
SIGNIFICANT RESPECT,