AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is dated and entered into this April 1, 2008, between Belden Inc. (formerly Belden CDT Inc.) a Delaware corporation (the “Company”), and John Stroup (“Executive”).

W I T N E S S E T H:

     WHEREAS, the Company and Executive entered into an employment agreement dated September 26, 2005 (“Prior Agreement”);

     WHEREAS, the Company and Executive desire to amend and fully restate the Prior Agreement, and to continue Executive’s employment with the Company as its President and Chief Executive Officer, in accordance with the terms hereof; and

     WHEREAS, the Company and Executive desire to amend the Prior Agreement so as to conform the existing terms of Executive’s employment with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (“Code”) and the final Treasury Regulations related thereto, among other amendments herein.

     NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. POSITION/DUTIES.

          (a) Executive shall serve as the President and Chief Executive Officer of the Company. As President and Chief Executive Officer of the Company, Executive shall have active and general supervision and management over the business and affairs of the Company and shall have full power and authority to act for all purposes for and in the name of the Company in all matters except where action of the Board of Directors of the Company (the “Board”) is required by law, the by-laws of the Company, or resolutions of the Board, and shall have such other duties and responsibilities as the Board shall designate that are consistent with Executive’s position. Executive shall report exclusively to the Board.

          (b) Executive shall use Executive’s best efforts to perform faithfully and efficiently the duties and responsibilities assigned to Executive hereunder and devote substantially all of Executive’s business time to the performance of Executive’s duties with the Company; provided, the foregoing shall not prevent Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior approval of the Board, serving on the board of directors or advisory boards of other companies and (ii) managing Executive’s and Executive’s family’s personal investments, in all events so long as such activities do not materially interfere with the performance of Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with Executive’s fiduciary duty to the Company or create any appearance thereof, Executive shall, as soon as reasonably practicable considering any fiduciary duty to the other such

company, resign from such other board of directors or advisory board after written notice of the conflict is received from the Board.

          (c) The Board shall take such action as may be necessary to appoint or elect Executive as a member of the Board as soon as there is a legal vacancy on the Board, but not to be effective prior to the Effective Date (defined below). Thereafter, during the Term, the Board shall nominate Executive for re-election as a member of the Board at the expiration of Executive’s then-current term.

          (d) Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

     2. TERM OF AGREEMENT. The Agreement was effective September 26, 2005 and the initial term of Executive’s employment with the Company commenced on October 31, 2005 (the “Effective Date”) and, pursuant to the Prior Agreement, ends on the third anniversary of the Effective Date; provided, the initial term is hereby extended until October 31, 2011 (“Initial Term”). The term of this Agreement shall be automatically extended thereafter for successive one (1) year periods unless, at least ninety (90) days prior to the end of the Initial Term or the then current succeeding one (1)-year extended term of this Agreement, the Company or Executive has notified the other that the term hereunder shall terminate upon its expiration date. The Initial Term, as it may be extended from year to year thereafter, is herein referred to as the “Term.” The foregoing to the contrary notwithstanding, upon the occurrence of a Change in Control (defined below), the Term shall be for a period ending on the later of the last day of the Initial Term and the second anniversary of the date of the occurrence of such Change in Control and shall be subject to expiration upon notice by Executive or the Company to the other party or to automatic successive additional one-year periods thereafter, as the case may be, in the manner provided above. If Executive remains employed by the Company beyond the expiration of the Term, he shall be an employee at-will; except that any provisions identified as surviving shall continue. In all events hereunder, Executive’s employment is subject to earlier termination pursuant to Section 7 hereof, and upon such earlier termination the Term shall be deemed to have ended.

     3. BASE SALARY. Commencing effective February 21, 2008, the Company shall pay Executive a base salary (the “Base Salary”) at an annual rate of $700,000, payable in accordance with the regular payroll practices of the Company. Executive’s Base Salary shall be subject to annual review by the Board (or a committee thereof) and may be increased from time to time by the Board. The base salary as determined herein from time to time shall constitute “Base Salary” for purposes of this Agreement.

     4. ANNUAL BONUS. Commencing on the Effective Date, Executive shall be eligible to participate in the Company’s Management Incentive Plan and any successor annual bonus plans. Commencing with the 2008 fiscal year, Executive shall have the opportunity to earn an annual target bonus, measured against performance criteria to be determined by the Board (or a committee thereof), of at least 130% of Base Salary (for the 2008 fiscal year, such Base Salary amount shall be $700,000).

     5. EQUITY AWARDS.

          (a) BUY-OUT OPTION GRANT. The Board or the committee of the Board (the “Committee”) appointed to administer the Company’s 2001 Long-Term Performance Incentive Plan as may be amended or replaced from time to time (“Plan”), shall award Executive as of the Effective Date, two options (collectively and singularly, the “Buy-Out Option”) to purchase an aggregate number of shares of the Company’s common stock (“Common Stock”) as equals the product of (i) the quotient of (A) $3,000,000 divided by (B) the Fair Market Value (as defined under the Plan) of Common Stock on the Effective Date, multiplied by (ii) three (3).

          (b) BUY-OUT RESTRICTED STOCK UNITS. The Board or the Committee shall award Executive as of the Effective Date such number of restricted stock units (the “Buy-Out RSUs”) as equals the quotient of (i) $3,000,000 divided by (ii) the Fair Market Value of Common Stock on the Effective Date.

          (c) ANNUAL LONG-TERM INCENTIVE AWARDS.

          (i) Commencing with annual awards granted to senior executives in 2006, Executive shall be eligible for annual long-term incentive awards throughout the Term under such long-term incentive plans and programs as may be in effect from time to time in accordance with the Company’s compensation practices and the terms and provisions of any such plans or programs; provided, that Executive’s participation in such plans and programs shall be at a level and on terms and conditions consistent with participation by other senior executives of the Company, as the Board or the Committee shall determine in its sole discretion, with due consideration of Executive’s position and awards granted to other senior executives of the Company. Notwithstanding, Executive shall be granted an annual long-term incentive equity award during each of the 2006, 2007 and 2008 fiscal years having a value on the grant date of not less than $2,500,000 (the “Initial Term Annual Awards”). The Initial Term Annual Awards shall be granted in the form of stock options or restricted stock units (“RSUs”) or a combination thereof, unless Executive and the Committee otherwise agree. The portion of such dollar value of each Initial Term Annual Award granted as stock options and the portion granted as RSUs shall be determined in the discretion of the Board or Committee, provided that not less than one-half of such annual value shall be granted as RSUs.

          (ii) For Initial Term Annual Awards of RSUs, the number of RSUs granted shall be equal to the quotient of (A) the dollar value to be awarded divided by (B) the Fair Market Value of a share of Common Stock on the grant date. For Initial Term Annual Awards of stock options, the number of options granted shall be equal to the quotient of (C) the dollar value to be awarded divided by (D) the Black-Scholes value (or other option valuation method) of one (1) share of Common Stock on the grant date as determined by the Committee or the Board for the valuation of stock option grants to other senior executives during such fiscal year.

          (iii) Except as provided below, for Initial Term Annual Awards granted as stock options, each such option share shall have an exercise price equal to the Fair

Market Value of one (1) share of Common Stock and shall vest and become exercisable in three (3) equal installments on the first, second and third anniversaries of the grant date, provided that Executive has been continuously employed by the Company through each such vesting date for such installment to so vest. Initial Term Annual Awards granted as RSUs shall fully vest (A) on the third anniversary of the grant date or (B) if Executive shall have attained stated performance objectives over a three-year period, or (C) a combination of (A) and (B), and in no part prior to such vesting date, provided that Executive shall have been continuously employed by the Company through such vesting date, all as shall be determined in the sole discretion of the Committee or the Board.

          (iv) All Initial Term Annual Awards shall be granted pursuant to the terms of the Plan as then in effect. In the event that, pursuant to Plan limits, during any fiscal year the Board and Committee are not authorized to grant a number of Initial Term Annual Award stock options or RSUs (or both) payable in shares of stock, having an aggregate value of $2,500,000, then such amount as is not so granted shall be awarded on substantially the same terms as stock options and RSUs, but such awards shall be payable to Executive in cash (e.g., as cash-based phantom stock and stock appreciation rights), subject to applicable tax and other law.

          (v) Initial Term Annual Awards and all other long-term incentive awards shall be granted pursuant to and, to the extent not contrary to the terms of this Agreement, shall be subject to all of the terms and conditions imposed upon such awards granted under the Plan.

          (vi) The provisions of subparagraphs (i) through (v), above, to the contrary notwithstanding:

          (1) Executive shall have the opportunity to be granted long-term incentive equity awards during the 2009 and 2010 fiscal years, in the sole discretion of the Committee, having a targeted value on the grant date of not less than $2,500,000, having the terms and conditions of Initial Term Annual Awards, above, except as set forth in this subparagraph (vi), and otherwise shall be considered herein as Initial Term Annual Awards;

          (2) Executive’s Initial Term Annual Awards granted as stock options or stock appreciation rights during the 2008, 2009 and 2010 fiscal years shall vest on the third anniversary of the date of award thereof or if subject to performance objectives shall vest only after completion of a three-year performance period; and

          (3) Executive’s Initial Term Annual Awards that may be granted during the 2009 and 2010 fiscal years shall be in such ratio of stock options or stock appreciation rights to RSUs as the Committee or the Board shall determine in its sole discretion.

          (d) RETENTION AWARD. On the date hereof, Executive shall be awarded an option (the “Retention Award”) to purchase such number of shares of Common Stock as

have an aggregate value on the date of grant of $3,000,000, as determined in accordance with FAS 123R applying assumptions as are generally applied by the Company for awards of stock options to senior executives on or about the time of the Retention Award, having an exercise price per option equal to the Fair Market Value of one (1) share of Common Stock on the date of grant, a ten (10) year option term, and vesting and first becoming exercisable on February 21, 2013 provided that Executive has been continuously employed by the Company through such vesting date for the Retention Award to so vest and become exercisable, except as otherwise provided herein. The Retention Award shall otherwise be in the form of award generally applicable to awards of stock options to other senior executives of the Company.

          (e) STOCK OWNERSHIP. Executive shall be subject to, and shall comply with, the stock ownership guidelines of the Company as may be in effect from time to time; provided, Executive’s vested and unvested Buy-Out RSUs and restricted stock units granted as Initial Term Annual Awards shall be credited towards his stock ownership obligation.

     6. EMPLOYEE BENEFITS. Commencing on the Effective Date:

          (a) BENEFIT PLANS. Executive shall be entitled to participate in all employee benefit plans of the Company including, but not limited to, equity, pension, thrift, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives in accordance with the terms of such plans and programs.

          (b) VACATION. Executive shall be entitled to annual paid vacation in accordance with the Company’s policy applicable to senior executives, but in no event less than four (4) weeks per year (as prorated for partial years of employment).

          (c) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation, Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy for all reasonable and necessary business expenses incurred in connection with the performance of Executive’s duties hereunder. The Company shall reimburse Executive for his reasonable professional fees incurred to negotiate and prepare this Agreement, not in excess of $7,500.

          (d) RELOCATION. [Intentionally Omitted]

          (e) CERTAIN AMENDMENTS. Nothing herein shall be construed to prevent the Company from amending, altering, terminating or reducing any plans, benefits or programs so long as Executive continues to receive compensation and benefits consistent with Sections 4, 5 and 6(b).

     7. TERMINATION. Executive’s employment and the Term shall terminate on the first of the following to occur:

          (a) DISABILITY. Upon written notice by the Company to Executive of termination due to Disability, while Executive remains Disabled. For purposes of this Agreement, “Disability” shall have the meaning defined under the Company’s then-current long-term disability insurance plan in which Executive participates.

          (b) DEATH. Automatically on the date of death of Executive.

          (c) CAUSE. Immediately upon written notice by the Company to Executive of a termination of Executive’s employment for Cause. “Cause” shall mean:

          (i) Executive’s willful and continued failure to perform substantially his duties owed to the Company or its affiliates after a written demand for substantial performance is delivered to him specifically identifying the nature of such unacceptable performance and is not cured by Executive within a reasonable period, not to exceed thirty (30) days;

          (ii) Executive is convicted of (or pleads guilty or no contest to) a felony or any crime involving moral turpitude;

          (iii) Executive has engaged in conduct that constitutes gross misconduct in the performance of his employment duties; or

          (iv) Executive breaches any representation, warranty or covenant under Section 22.

An act or omission by Executive shall not be “willful” if conducted in good faith and with Executive’s reasonable belief that such conduct is in the best interests of the Company.

          (d) WITHOUT CAUSE. Upon written notice by the Company to Executive of an involuntary termination of Executive’s employment other than for Cause (and other than due to his Disability).

          (e) GOOD REASON. Upon written notice by Executive to the Company of a voluntary termination of Executive’s employment, at any time during a Protection Period (defined below), for Good Reason. “Good Reason” shall mean, without the express written consent of Executive, the occurrence of any of the following events:

          (i) Executive’s Base Salary or annual target bonus opportunity is reduced;

          (ii) Executive’s duties or responsibilities are negatively and materially changed in a manner inconsistent with Executive’s position (including status, offices, titles, and reporting responsibilities) or authority;

          (iii) The Company requires Executive’s principal office to be relocated more than 50 miles from its location as of the date immediately preceding the Change in Control; or

          (iv) Failure by the Company to elect or reelect Executive as a member of the Board of Directors.

          Prior to any termination by Executive for “Good Reason” he shall provide the Board not less than thirty (30) nor more than ninety (90) days’ notice, with specificity, of the grounds constituting Good Reason and an opportunity within such notice period for the Company to cure such grounds. Such notice shall be given within ninety (90) days following the initial existence of such grounds constituting Good Reason for such notice and subsequent termination, if not so cured above, to be effective.

          (f) VOLUNTARY TERMINATION FOR ANY REASON (WITHOUT GOOD REASON DURING A PROTECTION PERIOD). Upon at least thirty (30) days’ prior written notice by Executive to the Company of Executive’s voluntary termination of employment (i) for any reason prior to or after a Protection Period or (ii) without Good Reason during a Protection Period, in either case which the Company may, in its sole discretion, make effective earlier than any termination date set forth in such notice.

     8. CONSEQUENCES OF TERMINATION. Any termination payments made and benefits provided under this Agreement to Executive shall be in lieu of any termination or severance payments or benefits for which Executive may be eligible under any of the plans, policies or programs of the Company or its affiliates. Except to the extent otherwise provided in this Agreement, all benefits, including, without limitation, stock option grants, restricted stock units grants and other awards under the Company’s long-term incentive programs, shall be subject to the terms and conditions of the plan or arrangement under which such benefits accrue, are granted or are awarded. Upon termination of Executive’s employment, the following amounts and benefits shall be due to Executive:

          (a) DEATH; DISABILITY. If Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with:

          (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor;

          (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year;

          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during

the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”);

          (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination;

          (v) Executive’s Buy-Out Option and Buy-Out RSUs shall become immediately fully vested, and Executive’s Buy-Out Option shall be exercisable for the lesser of one (1) year following the date of termination or the unexpired stated term of the grant;

          (vi) A pro-rated portion of Executive’s Retention Award, if not then vested and exercisable, shall become vested and exercisable on the date of termination in such number of options as equals the fraction the numerator of which is the number of days Executive was continuously employed from and after February 21, 2008 through the date of termination and the denominator of which is 1,826, and the remaining portion of the Retention Award shall be immediately forfeited. The Retention Award, to the extent vested and exercisable prior to or upon such termination shall remain exercisable for the lesser of one (1) year following the date of termination and the expiration of the ten (10) year option term. The provisions of this subparagraph (vi) shall survive any expiration of the Term in which Executive’s employment continues thereafter; and

          (vii) All of Executive’s other unvested long-term incentive awards (including unvested Initial Term Annual Awards), granted to Executive through the date of termination, other than as set forth in subparagraphs (v) and (vi), above, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awards.

          (b) VOLUNTARY TERMINATION (INCLUDING VOLUNTARY TERMINATION WITHOUT GOOD REASON DURING A PROTECTION PERIOD); INVOLUNTARY TERMINATION WITHOUT CAUSE AT OR AFTER AGE 65; INVOLUNTARY TERMINATION FOR CAUSE.

          (i) If Executive’s employment should be terminated (i) by Executive for any reason at any time other than during a Protection Period, or (ii) by Executive without Good Reason during a Protection Period, then: (A) the Company shall pay to Executive any Accrued Obligations in accordance with Section 8(a)(i); (B) all unvested stock options, restricted stock units and other unvested long-term incentive grants (including the unvested portion of the Buy-Out Option, unvested Buy-Out RSUs, unvested Retention Award and any unvested Initial Term Annual Awards) shall be immediately forfeited and cancelled; and (C) all vested stock options (including the vested portion of the Buy-Out Option and the Retention Award and any vested Initial Term Annual Awards granted as stock options) shall be exercisable for ninety (90) days following such termination.

          (ii) If Executive’s employment is terminated by the Company other than for Cause and other than for Disability at or after Executives’ attainment of age 65, (x) the Company shall pay to Executive any Accrued Obligations and (y) Executive’s long-term incentive grants shall vest or be forfeited, and any stock options shall be exercisable, as set forth in the applicable grant agreement, but not less than ninety (90) days.

          (iii) If Executive’s employment is terminated by the Company for Cause, the Company shall pay to Executive any Accrued Obligations, and all vested and unvested stock options, restricted stock units and other vested and unvested long-term incentive grants (including the vested and unvested portion of the Buy-Out Option and the Retention Award, vested and unvested Buy-Out RSUs and any vested and unvested Initial Term Annual Awards) shall be immediately forfeited and cancelled.

          (c) TERMINATION WITHOUT CAUSE. If at any time (A) prior to Executive’s attainment of age 65 and (B) other than during a Protection Period, Executive’s employment by the Company is terminated by the Company other than for Cause (and other than a termination for Disability), then the Company shall pay or provide Executive with:

          (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);

          (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year;

          (iii) A Pro-Rated Bonus;

          (iv) Severance payments in the aggregate amount equal to the product of (A) the sum of (1) Executive’s then Base Salary plus (2) his annual target bonus multiplied by (B) one and one-half (1.5), which amount shall be payable to Executive in equal payroll installments over a period of eighteen (18) months;

          For purposed of this subparagraph (iv) each installment severance payment to Executive under this subparagraph (iv) shall be treated as a separate payment (within the meaning of Section 409A).

          Provided, anything herein to the contrary notwithstanding, if on the date of termination Executive is a “specified employee” of the Company (as defined in Treasury Regulation Section 1.409A-1(i)), to the extent that such severance payments (and any other payments and benefits provided in Section 8) constitute a “deferral of compensation” under a “nonqualified deferred compensation plan” under Section 409A and Treasury Regulation Section 1.409A-1, the following provisions shall apply (“Safe Harbor and Postponement”):

          (1) If such payments and benefits are payable on account of Executive’s “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(n)), Executive shall receive such amount of his

severance payments during the six (6)-month period immediately following the date of termination as equals the lesser of: (x) such severance payment amount due Executive under Section 8 during such six (6)-month period or (y) two (2) multiplied by the compensation limit in effect under Section 401(a)(17) of the Code, for the calendar year in which the date of termination occurs and as otherwise provided under Treasury Regulation Section 1.409A-1(b)(9)(iii) and shall be entitled to such of his benefits as satisfy the exception under Treasury Regulation Section 1.409A-1(b)(9)(v) (“Limitation Amount”).

          (2) To the extent that, upon such “involuntary separation from service,” the amount of payments and benefits that would have been payable to Executive under Section 8 during the six (6)-month period following the last day of his employment exceeds the Limitation Amount, such excess shall be paid on the first regular payroll date following the expiration of such six (6)-month period.

          (3) If the Company reasonably determines that such employment termination is not such an “involuntary separation from service,” all such payments and benefits that would have been payable to the Executive under Section 8 during the six (6)-month period immediately following the date of termination, but for such determination, shall be paid on the first regular payroll date immediately following the expiration of such six (6)-month period following the date of termination.