Exhibit 10.01
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT
AGREEMENT (this “ Agreement ”) is executed
on July 23, 2007 but effective as of July 16, 2007,
between Belden Inc., a Delaware corporation (the “
Company ”), and [named executive] (the “
Executive ”).
W I T N E S S
E T H :
WHEREAS , the Company has
employed Executive as its [named executive title], 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.
Executive shall serve as the [named executive title] of the
Company. 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 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 [$xxxxx], 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” ) [in the case
of the Treasurer, the CFO] and may be adjusted from time to time by
the CEO [in the case of the Treasurer, the CFO] (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.
(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:
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(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.
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
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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.
(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
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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, 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
(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
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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 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
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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
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