THE COMPENSATION
COMMITTEE SHALL DETERMINE, INCLUDING, BUT NOT LIMITED TO, THE COMPANY'S
FINANCIAL CONDITION AND MARKET CONDITIONS.
NOTWITHSTANDING THE FOREGOING, TO
THE EXTENT THAT ANY PORTION OF EXECUTIVE'S OUTSTANDING EQUITY AWARDS ARE SUBJECT
TO MARKET OR PERFORMANCE CRITERIA (OTHER THAN SERVICE REQUIREMENTS) AFFECTING
VESTING OR EXERCISABILITY AND SUCH MARKET OR PERFORMANCE CRITERIA HAVE BEEN
SATISFIED AS OF THE DATE OF TERMINATION, THAT PORTION OF THE AWARD SHALL BE
DEEMED FULLY VESTED AS OF THE DATE OF TERMINATION.
(IV)
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 AT ANY TIME DURING THE PERIOD BEGINNING ON THE DATE OF A CHANGE IN
CONTROL (AS DEFINED IN THE SUPERIOR ESSEX INC. AMENDED AND RESTATED 2005
INCENTIVE PLAN) AND ENDING TWO YEARS AFTER THE DATE OF SUCH CHANGE IN CONTROL,
EXECUTIVE SHALL BE ENTITLED TO RECEIVE THE BENEFITS AS PROVIDED UNDER
SECTION 8(C)(III)(A), (B) AND (C), EXCEPT THAT THE WELFARE BENEFITS CONTINUATION
PERIOD AS DEFINED IN SECTION 8(C)(III)(C) SHALL BE 24 MONTHS, AND THE SEVERANCE
FACTOR FOR PURPOSES OF SECTION 8(C)(III)(B) SHALL BE EQUAL TO TWO (2).
(V)
FOLLOWING EXECUTIVE'S TERMINATION OF EMPLOYMENT BY THE COMPANY
WITHOUT CAUSE (OTHER THAN BY REASON OF EXECUTIVE'S DEATH OR DISABILITY) OR BY
EXECUTIVE'S RESIGNATION FOR GOOD REASON, EXCEPT AS SET FORTH IN THIS
SECTION 8(C), SECTION 8(D) OR SECTIONS 12(H), (L), (N) AND (O), EXECUTIVE SHALL
HAVE NO FURTHER RIGHTS TO ANY COMPENSATION OR ANY OTHER BENEFITS UNDER THIS
AGREEMENT.
EXCEPT AS SET FORTH HEREIN, EXECUTIVE'S RIGHTS WITH RESPECT TO ANY
EQUITY AWARDS IN THE CASE OF HIS TERMINATION BY THE COMPANY WITHOUT CAUSE OR HIS
RESIGNATION FOR GOOD REASON SHALL BE AS PROVIDED IN THE APPLICABLE EQUITY AWARD
AGREEMENTS AND THE PLAN UNDER WHICH SUCH AWARDS WERE GRANTED.
D.
EFFECT OF A CHANGE IN CONTROL ON EQUITY AWARDS.
(i)
Accelerated Vesting. In addition to the rights described above,
upon the occurrence of a Change in Control (as defined in the Superior Essex
Inc. Amended and Restated 2005 Incentive Plan), (A) all of Executive's
outstanding stock options and any other equity awards in the nature of
appreciation rights (collectively, "Appreciation Rights"), shall become fully
vested and exercisable as of the date of the Change in Control, and (B) all
time-based or performance-based vesting restrictions on
7
Executive's outstanding restricted stock, restricted stock units and other
equity awards (collectively, "Restricted Rights") shall lapse as of the date of
the Change in Control.
(ii)
Settlement of Awards in Certain Events.
The following shall
apply only upon the occurrence of a Change in Control in which the consideration
paid to Company shareholders is consideration other than shares in the resulting
or surviving entity that are listed for trading on a nationally recognized
exchange.
In such event, (A) all of Executive's Appreciation Rights shall vest
and be cancelled simultaneously with the Change in Control and Executive shall
be entitled to receive therefor the same transaction consideration as if he were
a shareholder of