FIRST AMENDMENT TO
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This FIRST
AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT (this “ First Amendment ”) is
executed on December 12, 2008, but effective as of
December 1, 2008, between Belden Inc., a Delaware corporation
(the “ Company ”), and John Stroup (the “
Executive ”).
WHEREAS ,
the Company and Executive entered into an Amended and Restated
Executive Employment Agreement on April 1, 2008 ( the
“Agreement”); and
WHEREAS ,
the Company and Executive desire to amend the Agreement so as to
further conform the existing terms of Executive’s employment
with Section 409A of the Internal Revenue Code of 1986, as
amended and the final Treasury Regulations related thereto, and in
other respects.
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. Section 7(e)(i)
of the Agreement is hereby amended and restated to read in its
entirety as follows:
(i) Executive’s
Base Salary or annual target bonus opportunity is materially
reduced;
2. Section 8(c)(iv)
of the Agreement is hereby amended by (a) adding
“semi-monthly” immediately before “payroll
installments” in the first paragraph thereof,
(b) changing “purposed” to “purposes”
in the second paragraph thereof, and (c) adding
“semi-monthly” immediately before “payroll
date” in each of subparagraphs (2), (3) and
(4) thereof.
3. Section 10(b)
of the Agreement is hereby amended and restated to read in its
entirety as follows:
(b) BUY-OUT
RSU AND BUY-OUT OPTION GRANTS; RETENTION AWARD. Upon the occurrence
of a Change in Control of the Company, the Buy-Out RSUs to the
extent not vested, and the Buy-Out Option and the Retention Award
to the extent not vested and exercised by Executive, shall
immediately vest in full, the Buy-Out RSUs shall be immediately
payable to Executive (u
