INSUBSTANTIAL
AND INSIGNIFICANT, TAKING INTO ACCOUNT ALL OF THE CIRCUMSTANCES), FOR A PERIOD
OF TWELVE MONTHS FOLLOWING THE DATE OF SUCH TERMINATION, CONTINUED PARTICIPATION
IN THE HEALTH AND WELFARE PLANS MAINTAINED BY THE COMPANY OR ANY OF ITS
AFFILIATES AS IN EFFECT FROM TIME TO TIME DURING SUCH TWELVE-MONTH PERIOD, ON
THE SAME BASIS AS THE COMPANY AND ITS AFFILIATES PROVIDES SUCH PLANS FOR ITS
THEN ACTIVELY EMPLOYED EXECUTIVES (WHICH MAY INCLUDE, WITHOUT LIMITATION,
MEDICAL, DENTAL, DISABILITY AND LIFE INSURANCE), AND THE COMPANY AND EXECUTIVE
SHALL SHARE THE COSTS OF THE CONTINUATION OF SUCH COVERAGE IN THE SAME
PROPORTION AS SUCH COSTS WERE SHARED IMMEDIATELY PRIOR TO EXECUTIVE'S
TERMINATION; PROVIDED, HOWEVER, THAT SUCH PARTICIPATION SHALL TERMINATE, OR THE
BENEFITS UNDER SUCH PLAN SHALL BE REDUCED, IF AND TO THE EXTENT EXECUTIVE
BECOMES COVERED (OR IS ELIGIBLE TO BECOME COVERED) DURING SUCH PERIOD BY PLANS
OF A SUBSEQUENT EMPLOYER OR OTHER ENTITY TO WHICH EXECUTIVE PROVIDES SERVICES
PROVIDING COMPARABLE BENEFITS OR IF EXECUTIVE FAILS TO PAY ANY REQUIRED
CONTRIBUTION OR PREMIUM.
SUCH COVERAGE SHALL BE CREDITED AGAINST THE TIME
PERIOD THAT EXECUTIVE AND EXECUTIVE'S DEPENDENTS ARE ENTITLED TO RECEIVE
CONTINUED COVERAGE UNDER THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF
1985, AS AMENDED; AND
(E)
THE COMPENSATION COMMITTEE OF THE COMPANY MAY, BUT NEED NOT,
PROVIDE THAT (I) ALL OR ANY PART OF EXECUTIVE'S UNVESTED STOCK OPTIONS THEN HELD
BY EXECUTIVE SHALL BECOME VESTED AND EXERCISABLE AS OF THE DATE OF TERMINATION
AND MAY CONTINUE TO BE EXERCISABLE FOR A DESIGNATED PERIOD OF TIME NOT TO EXCEED
THE LATER OF 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 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
7
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