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Exhibit 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
This
EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is dated as of
this
July 16, 2006, between Belden CDT Inc., a Delaware corporation (the
"COMPANY"),
and Robert Canny (the "EXECUTIVE").
WITNESSETH:
WHEREAS, the Company has employed Executive as its Vice
President,
Operations and President of Specialty Products division, and
Company and
Executive desire to reflect the continuation of such employment by
this
Agreement;
WHEREAS, the Company and Executive desire to enter into this
Agreement to
set forth the terms of Executive's employment by the Company;
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 Vice President, Operations of
the
Company and President of its Specialty Products division. In such
capacity,
Executive shall have active and general supervision and management
over the
business and affairs of Specialty Products.
(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 participating in charitable, civic, educational,
professional or
community affairs 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.
2.
TERM OF AGREEMENT. This Agreement shall be effective on the date
hereof
(the "EFFECTIVE DATE") and shall end on the third anniversary of
the Effective
Date. 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 of this Agreement or the then current
succeeding
one-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 of this Agreement, 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) at
any time after the first anniversary of the Effective Date, the
Term of this
Agreement shall be extended to the second anniversary of the date
of the
occurrence of such Change in Control and shall be subject to
expiration
thereafter upon notice by Executive or the Company to the other
party or to
automatic successive additional one-year periods, 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
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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. As of the Effective Date, the Company shall continue
to pay
Executive a base salary (the "BASE SALARY") at an annual rate of
$286,000,
payable in accordance with the regular payroll practices of the
Company.
Executive's Base Salary shall be subject to annual review by the
Company's Chief
Executive Officer ("CEO") and may be adjusted from time to time by
the CEO (as
approved by the Compensation Committee of the Board of Directors of
the
Company). The base salary as determined herein from time to time
shall
constitute "Base Salary" for purposes of this Agreement.
4.
ANNUAL BONUS. As of the Effective Date, Executive shall continue to
be
eligible to participate in the Company's management incentive
(bonus) plan and
any successor annual bonus plans. Executive shall have the
opportunity to earn
an annual target bonus, measured against performance criteria to be
determined
by the Company's Board (or a committee thereof).
5.
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.
6.
EMPLOYEE BENEFITS. As of the Effective Date:
(a) BENEFIT PLANS. Executive shall continue to 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 continue to be entitled to annual
paid
vacation in accordance with the Company's policy applicable to
senior
executives.
(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.
(d) CERTAIN AMENDMENTS. Nothing herein shall be construed to
prevent
the Company from amending, altering, terminating or reducing any
plans, benefits
or programs.
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.
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(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, which 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; or
(iii) Executive has engaged in conduct that constitutes gross
misconduct in the performance of his employment duties.
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 in Section 10 below), for Good Reason. "GOOD
REASON" shall mean,
without the express written consent of Executive, the occurrence of
any of the
following events during a Protection Period:
(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; or
(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.
(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.
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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, it being
understood that stock options and other Long-Term Awards (as
defined in Section
11 hereof) shall be treated as addressed in Section 11 hereof. 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");
(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 and a 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;
(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;
and
(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
the
Company shall pay to Executive any Accrued Obligations in
accordance
with
Section 8(a)(i).
(ii) If Executive's employment is terminated by the Company
without Cause and other than for Disability at or after
Executives'
attainment of age 65, the Company shall pay to Executive any
Accrued
Obligations.
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(iii) If Executive's employment is terminated by the Company
for
Cause, the Company shall pay to Executive any Accrued
Obligations.
(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 without
Cause (and other
than a termination for Disability), then the Company shall pay or
provide
Executive with:
(i) (A) 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 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 and a 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;
(iv) Severance payments in the aggregate amount equal to the
sum
of
(A) Executive's then Base Salary plus (B) his annual target bonus,
which
amount shall be payable to Executive in equal payroll installments
over a
period of twelve (12) months; and
(v) Subject to Executive's continued co-payment of premiums,
continued participation for twelve (12) months in the Company's
medical
benefits plan which covers Executive and his eligible dependents
upon the
same
terms and conditions (except for the requirements of
Executive's
continued employment) in effect for active employees of the
Company. In the
event Executive obtains other employment that offers substantially
similar
or
more favorable medical benefits, such continuation of coverage by
the
Company under this subsection shall immediately cease. The
continuation of
health benefits under this subsection shall reduce the period of
coverage
and
count against Executive's right to healthcare continuation
benefits
under COBRA.
9.
CONDITIONS. Any payments or benefits made or provided to
Executive
pursuant to any subsection of Section 8, other than Accrued
Obligations, Section
10(b) or Section 10(c) are subject to Executive's:
(a) compliance with the provisions of Section 12 hereof;
(b) delivery to the Company of an executed Agreement and
General
Release (the "GENERAL RELEASE"), which shall be substantially in
the form
attached hereto as Exhibit A within twenty-one (21) days after
presentation
thereof by the Company to Executive; and
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(c) delivery to the Company of a resignation from all offices,
directorships and fiduciary positions held by Executive with the
Company, its
affiliates and employee benefit plans.
Notwithstanding the due date of any post-employment payments, any
amounts due
following a termination under this Agreement (other than Accrued
Obligations)
shall not be payable until after the expiration of any statutory
revocation
period applicable to the General Release without Executive having
revoked such
General Release, and, subject to the provisions of Section 21
hereof, any such
amounts shall be paid to Executive within thirty (30) days
thereafter.
Notwithstanding the foregoing, Executive shall be entitled to any
Accrued
Obligations, payable without regard for the conditions of this
Section 9.
10.
CHANGE IN CONTROL; EXCISE TAX.
(a) CHANGE IN CONTROL. A "CHANGE IN CONTROL" of the Company shall
be
deemed to have occurred if any of the events set forth in any one
of the
following subparagraphs shall occur:
(i) The acquisition by any individual, entity or group (within
the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act
of
1934, as amended (the "EXCHANGE ACT")) (a "PERSON") of
beneficial
ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange
Act)
of more than 50% of either (i) the then-outstanding shares of
common
stock of the Company (the "OUTSTANDING COMPANY COMMON STOCK") or
(ii) the
combined voting power of the then-outstanding voting securities of
the
Company entitled to vote generally in the election of directors
(the
"OUTSTANDING COMPANY VOTING SECURITIES"); provided, however, that
for
purposes of this subsection (a), the following acquisitions shall
not
constitute a Change of Control: (1) any acquisition directly from
the
Company, (2) any acquisition by the Company, (3) any acquisition by
any
employee benefit plan (or related trust) sponsored or maintained by
the
Company or any
corporation controlled by the Company, or (4) any
acquisition by any corporation pursuant to a transaction which
complies
with
clauses (1) and (2) of subsection (iii) of this definition;
(ii) individuals who, as of the date hereof, constitute the
Board
(the
"INCUMBENT BOARD") cease for any reason to constitute at least
a
majority of the Board; provided, however, that any individual
becoming a
director subsequent to the date hereof whose election, or
nomination for
election by the Company's shareholders, was approved by a vote of
at least
a
majority of the directors then comprising the Incumbent Board shall
be
considered as though such individual were a member of the Incumbent
Board;
(iii) consummation of a reorganization, merger or consolidation
or
sale or other disposition of all or substantially all of the assets
of
the
Company (a "BUSINESS COMBINATION"), in each case, unless,
following
such
Business Combination, (1) all or substantially all of the
individuals
and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities
immediately prior to such Business Combination beneficially own,
directly
or
indirectly, more than 50% of, respectively, the then-outstanding
shares
of
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common stock and the combined voting power of the then outstanding
voting
securities entitled to vote generally in the election of directors,
as the
case
may be, of the corporation resulting from such Business
Combination
(including, without limitation, a corporation which as a result of
such
transaction owns the Company or all or substantially all of the
Company's
assets either directly or through one or more subsidiaries) and
in
substantially the same proportions as their ownership, immediately
prior to
such
Business Combination of the Outstanding Company Common Stock
and
Outstanding Company Voting Securities, as the case may be, and (2)
at least
a
majority of the members of the board of directors of the
corporation
resulting from such Business Combination were members of the
Incumbent
Board at the time of the execution of the initial agreement, or of
the
action of the Board, providing for such Business Combination;
or
(iv) approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
(b) QUALIFYING TERMINATION. If, prior to Executive's attainment of
age
65, Executive's employment is involuntarily terminated by the
Company without
Cause (and other than due to his Disability) or is voluntarily
terminated by
Executive for Good Reason, in either case only during the period
commencing on
the occurrence of a Change in Control of the Company and ending on
the second
anniversary of date of the Change in Control ("PROTECTION PERIOD"),
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 annual bonus for the fiscal year in which
such
termination occurs, the amount of which shall be based on
target
performance and a 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;
(iv)
