THE 15TH DAY OF THE THIRD MONTH FOLLOWING THE
DATE AT WHICH, OR DECEMBER 31 OF THE CALENDAR YEAR IN WHICH, THE OPTION WOULD
OTHERWISE HAVE EXPIRED, AS PROVIDED IN THE ORIGINAL OPTION AGREEMENT, BUT IN NO
EVENT TO EXCEED THE ORIGINAL FULL TERM OF THE OPTION; AND/OR THAT (II) ALL OR
ANY PART OF VESTING RESTRICTIONS ON OTHER OUTSTANDING EQUITY AWARDS THEN HELD BY
EXECUTIVE SHALL VEST AND CEASE TO BE RESTRICTED AS OF THE DATE OF TERMINATION.
SUCH DECISION MAY BE BASED ON
6
SUCH FACTORS, IF ANY, AS 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. 2005
INCENTIVE PLAN) AND ENDING ONE YEAR 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 (D), EXCEPT THAT THE AMOUNT PAID PURSUANT TO
SECTION 8(C)(III)(B) SHALL BE EQUAL TO TWO TIMES THE SUM OF (I) EXECUTIVE'S THEN
BASE SALARY, PLUS (II) EXECUTIVE'S TARGET ANNUAL BONUS FOR THE FISCAL YEAR IN
WHICH EXECUTIVE'S TERMINATION PURSUANT TO THIS SECTION 8(C)(IV) OCCURRED,
REDUCED BY ANY OTHER CASH SEVERANCE PAYABLE TO EXECUTIVE UNDER ANY OTHER PLANS,
PROGRAMS OR ARRANGEMENTS OF THE COMPANY OR ITS AFFILIATES (BUT EXCLUDING THE
SERP).
(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(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.
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. 2005 Incentive Plan), (A) all of Executive's
outstanding stock options, including the Initial 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, unless settled in accordance with Section 8(d)(ii) below, shall
remain exercisable until the later of the 15th day of the third month following
the date at which, or December 31 of the calendar year