Exhibit 10.3                                 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of June 11, 2008 by and between Superior Essex Inc. (the “Company”) and Justin F. Deedy, Jr. (“Executive”).

     WHEREAS, the Company and Executive entered into that certain Employment Agreement dated as of March 15, 2004, as amended and restated on March 10, 2006 and on March 19, 2008 (the “Original Agreement”);

     WHEREAS, the Company has, contemporaneous with the execution of this Agreement, entered into an Agreement and Plan of Merger, dated as of June 11, 2008, among the Company and LS Cable, Inc. (“Parent”) (such Agreement and Plan of Merger, the “Merger Agreement”), pursuant to which an indirect wholly owned Delaware Subsidiary will merge with an into the Company and the Company will become a subsidiary of Parent; and

     WHEREAS, the Company and Executive desire to amend and restate the Original Agreement as set forth herein, effective as of the Purchase Time (as defined in the Merger Agreement);

     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. Effectiveness; Term of Employment.

     (a) This Agreement shall only take effect subject to the occurrence of, and upon, the Purchase Time under the Merger Agreement. Upon the termination of the Merger Agreement prior to the occurrence of the Purchase Time, this Agreement shall be null and void, and the Original Agreement shall remain in effect in accordance with its terms.

     (b) Subject to the provisions of Section 8 of this Agreement, Executive shall be employed by the Company for a period commencing at the Purchase Time (the date on which the Purchase Time occurs, the “Commencement Date”) and ending on the second anniversary of the Commencement Date (the “Employment Term”) on the terms and subject to the conditions set forth in this Agreement; provided, however, that the Employment Term shall be automatically extended for consecutive additional one-year periods, unless the Company or Executive provides the other party hereto not less than 90 days prior written notice before each scheduled expiration of the Employment Term that the Employment Term shall not be so extended. The occurrence of a Change in Control (as defined herein) shall not affect the Employment Term.

     2. Position.

     (a) During the Employment Term, Executive shall serve as an Executive Vice President and Head of Corporate Business Development and Strategic Resources of the

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Company and President of Superior Essex Communications LP. 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 Officer of the Company (the “CEO”), and Parent. Executive shall report directly to the CEO.

     (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 mere 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, with the performance of Executive’s duties hereunder or conflict with Section 9. The Company hereby acknowledges that Executive shall be entitled to continue the activities listed on Exhibit A attached hereto, provided that such service does not, in the future, conflict or interfere, in any significant respect, with the performance of Executive’s duties hereunder or conflict with Section 9.

     (c) Notwithstanding anything to the contrary in this Section 2, Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company and any of its subsidiaries and in one or more executive offices of any of the Company’s subsidiaries, provided that Executive is indemnified for serving in any and all such capacities.

     3. Base Salary. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $375,000, payable in regular installments in accordance with the Company’s usual payment practices (but not less often than monthly). Executive’s base salary shall be reviewed annually by the Board, and Executive shall be entitled to such increases in the base salary, if any, as may be determined from time to time in the sole discretion of the Board. Once increased, such base salary shall not be decreased and no increase shall serve to limit or reduce any other obligation to Executive under this Agreement. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary”.

     4. Bonuses.

     (a) Signing Bonus. On the later of (i) January 2, 2009 or (ii) the third business day following the Commencement Date, the Company shall pay to Executive a signing bonus equal to nine hundred thousand dollars ($900,000) (the “Signing Bonus”).

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     (b) Retention Bonus. On the date that is eighteen (18) months following the Commencement Date (the “Retention Bonus Payment Date”), the Company shall pay to Executive a retention bonus equal to three hundred thousand dollars ($300,000) (the “Retention Bonus”), subject to Executive’s continued employment with the Company through the Retention Bonus Payment Date.

     (c) Annual Bonus. With respect to each fiscal year ending during the Employment Term, Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”) based upon the achievement of certain performance targets, as reasonably established by the Board in good faith after consultation with the CEO; provided, however, that Executive shall have a target Annual Bonus of 60% of the Base Salary, subject to Executive’s achievement of such performance targets; and provided, further, that Executive’s minimum bonus amount for calendar year 2008 shall be equal to 60% of Base Salary, it being understood that entitlement to payment of such minimum amount shall be subject to continued employment through December 31, 2008, provided, further, that if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason prior to December 31, 2008, the Executive shall be paid an amount equal to the product of (x) 60% of Base Salary and (y) a fraction, the numerator of which is the number of days in calendar year 2008 through the Date of Termination and the denominator of which is 365 (the “2008 Pro Rata Bonus”).

     5. Long-Term Incentive Arrangements. The Board shall establish a long-term cash incentive award program (the “LTIP”) based on the achievement of certain performance targets during the performance period not to exceed five years established by the Board in good faith after consultation with the CEO commencing with 2009. Such performance targets shall be established by the Board in good faith after consultation with the CEO prior to January 1, 2009. Executive’s target payout under such plan shall be equal to the product of 140% of Base Salary for each year of the performance period.

     6. Employee Benefits. During the Employment Term, Executive shall be entitled to participate in the Company’s (or its affiliate’s) employee benefit plans, programs and arrangements as in effect from time to time (collectively, the “Employee Benefits”), on the same basis as those benefits generally are made available to other senior executives of the Company, commensurate with Executive’s position with the Company. The Company shall honor its obligations under its Amended and Restated Senior Executive Retirement Plan as in effect on the date hereof (the “SERP”) and shall maintain the SERP without amendment adverse to Executive at least through the end of calendar year 2008.

     7. Business Expenses and Perquisites.

     (a) Business and Other Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company in accordance with Company policies; provided, however, (i) Company shall pay the expenses not later than the end of the calendar year following the calendar year in which the expenses are incurred, (ii) the amount of such expenses that Company is obligated to pay in any given calendar year shall not affect the expenses that Company is obligated to pay in any other calendar year, and (iii) Executive’s right to have Company pay such expenses may not be liquidated or exchanged for any other benefit.

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     (b) Perquisites. While employed hereunder, Executive shall be entitled to (i) any perquisites that generally are made available to other senior executives of the Company and (ii) those perquisites set forth on Exhibit B attached hereto.

     8. Termination. The Employment Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason in the manner provided herein upon 60 days’ notice. Notwithstanding any other provision of this Agreement, the provisions of this Section 8 shall exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates. Subject to Section 12(h) hereof, whenever this Agreement provides for the payment of a lump sum benefit following termination of employment, such payment shall be made within 30 days after the employment termination date, subject to the execution and non-revocation of the release referred to in Section 8(h).

     (a) By the Company for Cause or Resignation by Executive without Good Reason.

     (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause and shall terminate automatically upon Executive’s resignation without Good Reason; provided, however, that Executive will be required to give the Company at least 30 days advance written notice of a resignation without Good Reason.

     (ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s continued willful failure to perform substantially Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness) following written notice by the Company to Executive of such failure, (B) dishonesty in the performance of Executive’s duties hereunder which is injurious (other than in some immaterial or de minimis respect) to the financial condition or business reputation of the Company or any of its affiliates, (C) Executive’s conviction of, or plea of guilty or nolo contendere to, a crime constituting (y) a felony under the laws of the United States or any state thereof or (z) a misdemeanor involving misconduct by Executive in his personal or professional conduct punishable by imprisonment of more than three days or a fine in excess of $5,000 (other than a traffic violation), which is reasonably likely to damage the business, prospects or reputation of the Company or any of its affiliates in any respect, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder or any act or omission which is injurious (other than in some immaterial or de minimis respect) to the financial condition or business reputation of the Company or any of its affiliates or (E) Executive’s breach of the provisions of Section 9 or 10 of this Agreement (other than a breach which is insubstantial and insignificant, taking into account all of the circumstances); provided, however, that any event described in clauses (A), (B) and (D) of this Section 8(a)(ii) shall constitute Cause only if Executive fails to cure such event, to the reasonable satisfaction of the Board, within 10 days after receipt from the Company of written notice of the event which constitutes Cause.

     (iii) If Executive’s employment is terminated by the Company for Cause or if Executive resigns without Good Reason:

(A) Executive shall be entitled to receive:

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     (I) the Base Salary through the date of termination;

     (II) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year;

     (III) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s termination; 

     (IV) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company or any of its affiliates, including, without limitation, any vested accrued benefit under the SERP; and 

     (V) The Signing Bonus, if not theretofore paid (the amounts described in clauses (I) through (V) hereof being referred to as the “Accrued Rights”); and

     (B) With respect to the LTIP (I) in the event that the Company terminates Executive’s employment for Cause, Executive shall forfeit all rights and entitlements with respect to such award, whether or not vested, as of the date of termination of his employment and (II) in the case of Executive’s resignation without Good Reason, the vested portion of Executive’s award under the LTIP as of the date of termination of his employment shall be paid to Executive, in accordance with and subject to the terms of the LTIP, on the date on which the LTIP payment is paid to active participants in the LTIP, and Executive shall forfeit all rights to the unvested portion of such award.

     Following such termination of Executive’s employment by the Company for Cause or resignation by Executive without Good Reason, except as set forth in this Section 8(a)(iii), or Sections 12(h), (l), (n) and (o), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

     (b) Disability or Death.

     (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death, and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore reasonably likely to be unable for a period of six consecutive months or for an aggregate of nine months in any twelve consecutive month period to perform Executive’s material duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement.

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     (ii) Upon termination of Executive’s employment hereunder for Disability or death:

     (A) Executive or Executive’s estate (as the case may be) shall be entitled to receive

     (I) the Accrued Rights; and

     (II) an Annual Bonus for the fiscal year in which Executive’s termination occurs, payable in a lump sum payment within 30 days after the date of termination, equal to the greater of (i) a pro-rata portion of Executive’s target Annual Bonus for such year (determined by multiplying the target Annual Bonus by a fraction, the numerator of which is the number of days during the performance year that Executive is employed by the Company and the denominator of which is 365), or (ii) such other amount as may be provided in the Company’s annual bonus plan for the fiscal year in which Executive’s termination occurs

     (B) If such termination occurs prior to the end of calendar year 2008, Executive shall receive an amount under the SERP equal to the amount to which Executive would have been entitled had Executive remained employed through the end of calendar year 2008 and had Executive’s compensation during such period been that required by Sections 3 and 4(b) (the “SERP Benefits”); and

     (C) With respect to the LTIP, the vested portion of Executive’s award under the LTIP as of the date of termination of his employment shall be paid to Executive (including without limitation any Interim LTIP Payout), in accordance with and subject to the terms of the LTIP, on the date(s) on which the LTIP payments are paid to active participants in the LTIP, and Executive shall forfeit all rights to the unvested portion of such award; provided, that for purposes of determining the vested portion of the LTIP award under this paragraph (B), Executive shall be given credit for one additional year of service.

     Following Executive’s termination of employment due to death or Disability, except as set forth in this Section 8(b)(ii), or Sections 12(h), (l), (n) and (o), 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, which either alone or when taken together with all other such reductions, equals more than 10 percent of Executive’s Base Salary as then in effect, (B) a reduction, which either alone or when taken together with all other such reductions, equals

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more than 10 percent of Executive’s target annual bonus 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), (C) Executive’s removal from the position of Executive Vice President and Head of Corporate Business Development and Strategic Resources of the Company or President of Superior Essex Communications LP, (D) a material adverse change in Executive’s authority, duties and responsibilities or reporting lines from those in effect immediately following the Commencement Date, (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 (but this clause (G) shall apply only if Executive would be less than age 62 at the end of the Employment Term); 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 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; and provided, further, that Good Reason shall cease to exist for an event described in clauses (A) through (F) above one hundred eighty (180) days 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) Other than as provided in Section 8(c)(iv) below, 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:

(A) Executive shall be entitled to receive

     (I) the Accrued Rights;

     (II) within 30 days following the date of termination, a lump sum severance payment equal to (a) if such termination of employment occurs before the Retention Bonus Payment Date, the Retention Bonus or (b) the product of (i) (A) if such termination of employment occurs on or after the Retention Bonus Payment Date and on or prior to the second anniversary of the Commencement Date, zero (0) or (B) if such termination of employment occurs after the second anniversary of the Commencement Date, one (1) and (ii) the sum of (A) Executive’s then Base Salary plus (B) Executive’s target Annual Bonus for the fiscal year in which Executive’s termination pursuant to this Section 8(c)(iii) occurred; provided, that the amount described in this clause (II) shall be in lieu of any other cash severance payable to Executive under any other plans, programs or arrangements of the Company or its affiliates (but excluding the SERP) up to the amount described in this clause (II); and

     (III) subject to Executive’s continued compliance with the provisions of Sections 9 and 10 of this Agreement (other than a breach that is insubstantial and insignificant, taking into account all of the circumstances), for a number of years following the date of termination of employment equal to (i) if such termination of employment occurs on or

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before the second anniversary of the Commencement Date, two (2), or (ii) if such termination of employment occurs after the second anniversary of the Commencement Date, one (1) (the “Welfare Benefits Continuation Period”), 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 the Welfare Benefits Continuation 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 (i) 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, (ii) during the Welfare Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (iii) the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. With respect to the health benefits provided during the Welfare Benefits Continuation Period, (i) Executive shall make a timely election to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (ii) Executive shall pay the full monthly premium cost of medical coverage during the Welfare Benefit Continuation Period, which monthly premium cost shall be the monthly COBRA premium during the COBRA health care continuation coverage period under section 4980B of the Code or, after the COBRA continuation period, such amount as is equal to the Company’s deemed cost of such medical coverage for Executive which shall be determined actuarially by the Company’s advisors (the “Applicable Premium”); (iii) during the Welfare Benefit Continuation Period, the Company shall pay the Executive an amount equal to the 135% of the Applicable Premium described above (the “Advance Premium”), as in effect from time to time, which, subject to Section 13(d), shall be made in advance on the first business day of each month, commencing with the month immediately following the Executive’s date of termination, provided that, subject to Section 13(d), the first such payment shall be made within thirty (30) days after the Executive’s termination date. The Employer shall have no further obligation to pay the Advance Premium after the earlier of: (A) Executive ceasing to participate in the health and welfare plans maintained by the Company or any of its affiliates as in effect from time to time during the Welfare Benefits Continuation Period and (B) the end of the Welfare Benefit Continuation Period. Such coverage shall be credited against the time period that Executive and Executive’s dependents are

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entitled to receive continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Executive’s rights pursuant to this Section 8(c)(iii)(A)(III)) shall not be subject to liquidation or exchange for another benefit; and

     (IV) if such termination occurs during calendar year 2008, the 2008 Pro Rata Bonus; and

     (V) the SERP Benefits; and

     (B) With respect to the LTIP, the vested portion of Executive’s award under the LTIP as of the date of termination of his employment shall be paid to Executive (including without limitation any Interim LTIP Payout), in accordance with and subject to the terms of the LTIP, on the date(s) on which the LTIP payments are paid to active participants in the LTIP, and Executive shall forfeit all rights to the unvested portion of such award; provided, that for purposes of determining the vested portion of the LTIP award under this paragraph (B), Executive shall be given credit for a number of additional years of service equal to (i) if such termination of employment occurs on or before the second anniversary of the Commencement Date, two (2), or (ii) if such termination of employment occurs after the second anniversary of the Commencement Date, one (1).

     (iv) 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), or Sections 12(h), (l), (n) and (o), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

     (d) Effect of a Change in Control on LTIP Awards. Notwithstanding the provisions of subsection (c) above, upon a Change in Control, Executive’s outstanding LTIP award shall be fully vested. For purposes of this Agreement, the term Change in Control means:

(i) any “person” as such term is used in Sections 13(d) and 14(d) of the 1934 Act (other than Parent or any person controlled, directly or indirectly, by Parent or any trustee (the “Parent Group”) or other fiduciary holding securities under any employee benefit plan of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities (including, without limitation, securities owned at the time of any increase in ownership); or

(ii) the sale of all or substantially all of the assets of the Company to, any other corporation or other entity, other than a member of the Parent Group.

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     (e) Expiration of Employment Term. Unless the parties otherwise agree in writing, continuation of Executive’s employment with the Company or any affiliate beyond the expiration of the Employment Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or the Company (or any affiliate); provided that the provisions of Sections 9, 10, 11 and 12(n) of this Agreement shall survive any termination of this Agreement or Executive’s termination of employment hereunder; and provided further that if Executive shall have given notice of intent to resign for Good Reason pursuant to clause 8(c)(ii)(G) as a result of the Company’s election not to extend the Employment Term, the provisions of Section 8(c) and Sections 12(h), (l) and (o) shall continue to apply with respect to such resignation.

     (f) Notice of Termination. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by Notice of Termination to the other party hereto in accordance with Section 12(i) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

     (g) Board/Committee Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned, as of the date of such termination and to the extent applicable, from the board of directors of the Company or any of its affiliates. Executive agrees to execute any documentation reasonably requested by the Company to evidence such resignation, but Executive’s failure to comply shall not affect the resignation, which is automatic.

     (h) Execution of Release of All Claims. Upon termination of Executive’s employment for any reason, Executive agrees to execute a release of all claims against the Company and its shareholders, and any of their respective subsidiaries, affiliates, shareholders, partners, directors, officers, employees and agents (the “Protected Group”), substantially in the form attached hereto as Exhibit C. Notwithstanding anything set forth in this Agreement to the contrary, upon termination of Executive’s employment for any reason, Executive shall not receive any pay