FORM OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT

EXHIBIT 10.38

FORM OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT

THIS AGREEMENT , made as of the _____ day of ______________, 200_, by [Belden CDT Inc.], a Delaware corporation (the “Company”), and __________________________ (“Executive”).

     The Executive is an officer of the Company and is employed by [Belden Technologies, Inc.] (“[Belden Technologies]”), a wholly-owned subsidiary of the Company, in a key executive capacity. The Executive’s services are valuable to the Company. The Executive possesses intimate knowledge of the business and affairs of the Company and has acquired certain confidential information with respect to the Company.

     The Company desires to insure that it will continue to have the benefit of the Executive’s services and to protect its confidential information and goodwill. The Company recognizes that circumstances may arise in which a change in control of the Company occurs, through acquisition or otherwise, causing uncertainty about the Executive’s future employment with the Company without regard to the Executive’s competence or past contributions. Such uncertainty may result in the loss of valuable services of the Executive to the detriment of the Company and its stockholders.

     The Company and the Executive desire that any proposal for a change in control or acquisition of the Company will be considered by the Executive objectively and with reference only to the best interests of the Company and its stockholders. The Executive will be in a better position to consider the Company’s best interests if the Executive is afforded reasonable security, as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition.

      NOW, the Company and the Executive (collectively the “Parties” or individually a “Party”), agree as follows:

      1. Certain Definitions.

          1.1 Act . The term “Act” means the Securities Exchange Act of 1934, as amended.

          1.2 Affiliate and Associate . The terms “Affiliate” and “Associate” shall have the meanings given them in Rule 12b-2 of the Act.

          1.3 Beneficial Owner . A Person shall be deemed to be the “Beneficial Owner” of any securities:

               (i) that such Person or any other Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however , that a Person shall not be deemed the Beneficial Owner of, or to beneficially own,

                    (A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase, or

                    (B) securities issuable upon exercise of Rights issued pursuant to the terms of the Rights Agreement between the Company and First Chicago Trust Company of New York (the “Rights Agreement”), dated at July 6, 1995, as amended from time to time (or any successor to such Rights Agreement), at any time before the issuance of such securities;

               (ii) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the Act), including pursuant to any agreement, arrangement or understanding; provided, however , that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding:

                    (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Act and

                    (B) is not also then reportable on a Schedule 13D under the Act (or any comparable or successor report); or

               (iii) that are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in Subsection 1.3 (ii) above) or disposing of any voting securities of the Company; provided, however, that nothing in this paragraph (iii) shall cause a Person engaged in the business as an underwriter of securities to be deemed the “Beneficial Owner” of, or to “beneficially own,” any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty days (40) after the date of such acquisition.

          1.4 Cause . “Cause” for termination by the Company of the Executive’s employment with the Company, [Belden Technologies] or any of their Affiliates after a Change of Control of the Company shall, for purposes of this Agreement, be limited to:

               (i) the engaging by the Executive in intentional conduct taken in bad faith which has caused demonstrable and serious financial injury to the Company, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative;

               (ii) conviction of a felony (as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion of all rights of appeal) which substantially impairs the Executive’s ability to perform his duties or responsibilities; and

               (iii) continuing willful and unreasonable refusal by the Executive to perform the Executive’s duties or responsibilities (unless significantly changed without the Executive’s consent).

          1.5 Change in Control of the Company . A “Change in Control of the Company” shall be deemed to have occurred if:

               (i) any Person (other than any employee benefit plan of the Company or any subsidiary of the Company, any entity holding securities of the Company for or pursuant to the terms of any such plan or any trustee, administrator or fiduciary of such a plan) is or becomes the Beneficial Owner of securities of the Company representing at least 30% of the combined voting power of the Company’s then outstanding securities (other than acquisitions directly from the Company);

               (ii) a Section 11(a)(ii) Event shall have occurred under the Rights Agreement (or a similar event shall have occurred under any successor to such Rights Agreement) at any time any Rights are issued and outstanding thereunder;

               (iii) one-third or more of the members of the Board are not Continuing Directors; or

               (iv) there shall be consummated any merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company’s Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger.

               Without limiting the generality of the foregoing, the consummation of the transactions contemplated by Merger Agreement shall constitute a Change of Control under this Agreement (the “Belden-CDT Merger”).

          1.6 Code . The term “Code” means the Internal Revenue Code of 1986, as amended.

          1.7 Continuing Director . The term “Continuing Director” means (i) any member of the Board of Directors of the Company (the “Board”) who was a member of such Board on August 15, 1996, (ii) any successor of a Continuing Director who is recommended to succeed a Continuing Director by a majority of the Continuing Directors then on the Board, and (iii) any appointee who is recommended by a majority of the Continuing Directors then on the Board.

          1.8 Covered Termination . The term “Covered Termination” means any termination of the Executive’s employment where the Termination Date is any date prior to the end of the Employment Period.

          1.9 Employment Period . The term “Employment Period” means a period beginning on the date of a Change in Control of the Company (as defined in Section 1.5 above), and ending at 11:59 p.m. St. Louis Time on the earlier of the third anniversary of such date or the Executive’s Normal Retirement Date.

          1.10 Good Reason . The Executive shall have a “Good Reason” for termination of employment after a Change in Control of the Company in the event of:

               (i) any breach of this Agreement by the Company, including specifically any breach by the Company of its agreements contained in Sections 4 (Duties), 5 (Compensation) or 6 (Annual Compensation Adjustments) hereof;

               (ii) the removal of the Executive from, or any failure to reelect or reappoint the Executive to, any of the positions held with the Company, [Belden Technologies] or any of their affiliates on the date of the Change in Control of the Company or any other positions with the Company, [Belden Technologies] or any of their affiliates, to which the Executive shall thereafter be elected, appointed or assigned, except when such removal or failure to reelect or reappoint relates to the termination by the Company of the Executive’s employment for Cause or by reason of disability pursuant to Section 12;

               (iii) a good faith determination by the Executive that there has been a significant adverse change, without the Executive’s written consent, in the Executive’s working conditions or status with the Company, [Belden Technologies] or any of their affiliates from such working conditions or status in effect immediately prior to the Change in Control of the Company, including but not limited to;

                    (A) a significant change in the nature or scope of the Executive’s authority, powers, functions, duties or responsibilities, or

                    (B) a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements; or

               (iv) failure by the Company to obtain the Agreement referred to in Section 17.1 (Successors) below; or

               (v) any voluntary termination of employment by the Executive where the Notice of Termination is delivered within 30 days of the first anniversary of a Change of Control; provided, however, that this clause (v) may not be invoked for any Change of Control of the Company that results solely from the Belden-CDT Merger.

          1.11 Normal Retirement Date . The term “Normal Retirement Date” means the date Executive attains the age of 70.

          1.12 Person . The term “Person” shall mean any individual, firm, partnership, corporation or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

          1.13 Termination Date . For purposes of this Agreement, except as otherwise provided in Section 10.2 (Death) and Section 17.1 (Successors), the term “Termination Date” means:

               (i) if the Executive’s employment is terminated by the Executive’s death, the date of death;

               (ii) if the Executive’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Executive, the date of such early retirement which is set forth in such written agreement;

               (iii) if the Executive’s employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period;

               (iv) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is given; and

               (v) if the Executive’s employment is terminated by the Company (whether or not for Cause), or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing;

                    (A) If termination is for Cause pursuant to Section 1.4(iii) of this Agreement and if the Executive has cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty day or shorter period, then the Executive’s employment under this Agreement shall continue as if the Company had not delivered its Notice of Termination.

                    (B) If the Company shall give a Notice of Termination for Cause or by reason of disability and the Executive in good faith notifies the Company that a dispute exists

concerning the termination within the applicable period following receipt of notice, then the Executive may elect to continue his employment (or, if the Executive ceased performing his duties under this Agreement at the request of the Company at the time of delivery of Notice of Termination, resume and continue employment) during such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Cause or disability (as the case may be ) did exist, the Termination Date shall be the earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 (Governing Law; Resolution of Disputes), (2) the date of the Executive’s death, or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is subsequently determined that Cause or disability (as the case may be ) did not exist, then the employment of the Executive under this Agreement shall continue after such determination as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Company had not delivered the Notice of Termination except that, if it is finally determined that the Company properly terminated the Executive for the reason asserted in the Notice of Termination, the Executive shall in no case be entitled to a Termination Payment (as defined below) arising out of events occurring after the Company delivered its Notice of Termination.

                    (C) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Company notifies the Executive that a dispute exists concerning the termination within the applicable period following receipt of notice, then the Executive may elect to continue his employment during such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is subsequently determined that Good Reason did exist, the Termination Date shall be the earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 (Governing Law; Resolution of Disputes), (2) the date of the Executive’s death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is subsequently determined that Good Reason did not exist, then the employment of the Executive under this Agreement shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Company had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Sections 8 and 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination.

                    (D) If an opinion is required to be delivered pursuant to Section 9.3 hereof and such opinion shall not have been delivered, the Termination Date shall be the earlier of the date on which such opinion is delivered or one day prior to the end of the Employment Period.

                    (E) Except as provided in Paragraphs (B) and (C) above, if the party receiving the Notice of Termination notifies the other Party that a dispute exists concerning the termination within the appropriate period following receipt of notice and it is finally determined that

the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause.

     2.  Termination Prior to Change in Control . The Company and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company. If the Executive’s employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and all rights and obligations of the parties under it shall cease.

     3.  Employment Period . If a Change in Control of the Company occurs when the Executive is employed by [Belden Technologies], [Belden Technologies] will continue subsequently to employ the Executive during the Employment Period, and the Executive will remain in the employ of [Belden Technologies], in accordance with and subject to the provisions of this Agreement.

     4.  Duties . During the Employment Period, the Executive shall, in the same capacities and positions held by the Executive at the time of the Change in Control of the Company or in such other capacities and positions as may be agreed to by the Company and the Executive in writing, devote the Executive’s best efforts and all of the Executive’s business time, attention and skill to the business and affairs of the Company, as such business and affairs now exist and as they may subsequently be conducted. The services that are to be performed by the Executive under this Agreement are to be rendered in the same metropolitan area in which the Executive was employed at the time of such Change in Control of the Company, or in such other place or places as shall be agreed upon in writing by the Executive and the Company from time to time. Without the Executive’s consent, the Executive shall not be required to be absent from such metropolitan area more than 45 days in any fiscal year of the Company.

     5.  Compensation . During the Employment Period, the Executive shall be compensated as follows:

          5.1 The Executive shall receive, at reasonable intervals (but not less often than monthly) and in accordance with such standard policies as may be in effect immediately prior to the Change in Control of the Company, an annual base salary in cash equivalent of not less than the Executive’s annual base salary as in effect immediately prior to the Change in Control of the Company (which base salary shall, unless otherwise agreed in writing by the Executive, include the current receipt by the Executive of any amounts that, prior to the Change in Control of the Company, the Executive had elected to defer, whether such compensation is deferred under Section 401(k) of the Code or otherwise), subject to adjustment as provided below.

          5.2 The Executive shall receive fringe benefits at least equal in value to those provided for the Executive immediately prior to the Change in Control of the Company, and shall be

reimbursed, at such intervals and in accordance with such standard policies as may be in effect immediately prior to the Change in Control of the Company, for any monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company, [Belden Technologies] or their affiliates, including travel expenses.

          5.3 The Executive shall be included, to the extent eligible thereunder (which eligibility shall not be conditioned on the Executive’s salary grade or on any other requirement that excludes persons of comparable status to the Executive unless such exclusion was in effect for such plan or an equivalent plan immediately prior to the Change in Control of the Company), in any plan providing benefits for the Company’s salaried employees in general of the Company, [Belden Technologies] or their Affiliates, including but not limited to the Management Incentive Plan, the Long-Term Incentive Plan, group life insurance, hospitalization, medical, dental, savings, profit sharing and stock bonus plans. However, in no event shall the aggregate level of benefits under such plans in which the Executive is included b