Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT
AGREEMENT (this “ Agreement ”) is dated as
of this May 23, 2007, between Belden Inc. * , a
Delaware corporation (the “ Company ”), and John
S. Norman (the “ Executive ”).
WITNESSETH :
WHEREAS , the Company has
employed Executive as its Controller and Chief Accounting Officer
of Belden Inc., 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 Controller and Chief Accounting Officer of
Belden Inc. In such capacity, Executive shall have active and
general supervision and management over the accounting function of
the Company, including the preparation of financial statements, and
shall report to the Company’s Chief Financial Officer.
(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
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Formerly Belden CDT Inc.; name change effective as of
May 24, 2007. |
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 $234,000, 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 Financial
Officer ( “CFO” ) and may be adjusted from time
to time by 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:
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(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, 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.
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(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 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
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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 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:
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(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 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
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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 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
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