SENIOR VICE PRESIDENT [AMENDED AND RESTATED] CHANGE OF CONTROL EMPLOYMENT AGREEMENT

Exhibit 10.41

SENIOR VICE PRESIDENT

[AMENDED AND RESTATED] CHANGE OF CONTROL EMPLOYMENT AGREEMENT

This [Amended and Restated] Change of Control Employment Agreement ("Agreement") is made and entered into as of                    , 2006 by and between SUPERIOR ESSEX INC., a Delaware corporation (the "Company"), and [NAME OF SENIOR VICE PRESIDENT] (the "Executive").  [This Agreement amends and restates that certain Change of Control Employment Agreement dated as of                   , 2004 by and between the Company and the Executive.]

The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control.  The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control that ensure that the compensation and benefits expectations of the Executive will be satisfied and that are competitive with those of other corporations.  Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.             Effect of Agreement .  (a)  Unless and until there occurs, during the Term of this Agreement, either a Change of Control or a termination of the Executive’s employment in anticipation of a Change of Control as contemplated by Section 3(d), (i) Sections 2, 3 and 4 of this Agreement shall have no effect and shall not give rise to any rights of the Executive, (ii) the Executive’s employment shall be "at will," except as may be otherwise provided in any Employment Agreement, and (iii) upon any termination of the Executive’s employment, the Executive shall have no further rights under this Agreement.  Nothing in this Section 1(a) affects the Term of this Agreement.

(b)           From and after the first date during the Term of this Agreement on which a Change of Control occurs, this Agreement shall supersede any Employment Agreement except to the extent otherwise provided in such Employment Agreement, but shall have no effect on any Other Agreement or Other Plan, except as specifically provided in Section 2(e) or Section 5.

2.             Terms of Employment .   This Section 2 sets forth the terms and conditions on which the Company agrees to employ the Executive during the period (the "Protected Period") beginning on the first day during the Term of this Agreement on which a Change of Control occurs and ending on the first anniversary of that date, or such earlier date as the Executive’s employment terminates as contemplated by Section 3.

(a)             Position and Duties.

• • (i)             During the Protected Period, the Executive shall serve as a Senior Vice President with substantially the same duties, responsibility and authority and with respect to the same business unit as the Executive served during the 120 day period prior to the Change of Control.

    (ii)            During the Protected Period, the Executive will devote the Executive’s full business time and best efforts to the performance of the Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere, in any significant respect, with rendering such services either directly or indirectly, without the prior written consent of the Executive Vice President to which the Executive reports or, if none, the Chief Executive Officer ("Supervising Officer"). Notwithstanding the foregoing, the Executive may (x) without the prior approval of the Supervising Officer, make and manage personal business investments of the Executive’s choice and (y) serve in any capacity with any civic, educational or charitable organization or any governmental entity or trade association; provided that in each case, and in the aggregate, such activities are in accordance with the Company’s code of ethics and related policies and do not conflict or interfere, in any significant respect, with the performance of Executive’s duties hereunder or conflict with Sections 7 or 8.

(b)          Base Salary.   During the Protected Period, the Company shall pay the Executive a base salary at the highest annual rate in effect during the 120 days prior to the Change of Control ("Base Salary"), payable in regular installments in accordance with the Company’s usual payment practices (but not less often than monthly).  During the Protected Period, the Executive’s Base Salary may be increased but shall not be decreased.

(c)          Annual Bonus.   During the Protected Period, the Executive shall be eligible to earn an annual bonus at a target rate no less than the target rate in effect for the Executive immediately prior to the Change of Control ("Annual Bonus").  The Annual Bonus may be conditioned upon the achievement of performance targets reasonably established by the Company.

(d)          Benefits .  During the Protected Period, the Executive and the Executive’s eligible dependents shall be entitled to participate in the welfare benefit plans, practices, policies and programs provided by the Company or the Affiliated Employer (including, without limitation, medical, prescription drug, dental, vision, disability and life insurance benefits) on the same basis as those benefits were generally made available during the 120 day period preceding the Change of Control to other similarly situated executives of the Company, commensurate with the Executive’s position with the Company.

2

(e)          Effect of a Change of Control on Equity Awards .

• • (i)             Accelerated Vesting .  Upon the occurrence of a Change of Control, (A) all of the Executive’s outstanding stock options and any other equity awards in the nature of appreciation rights (collectively, "Appreciation Rights"), shall become fully vested and exercisable as of the date of the Change of Control and, unless settled in accordance with Section 2(e)(ii) below, shall remain exercisable until the later of the 15 th  day of the third month following the date at which, or December 31 of the calendar year in which, the equity awards would otherwise have expired, as provided in the original award agreement, but in no event after the original full term of the equity award; (B) all time-based vesting restrictions on the Executive’s outstanding restricted stock, restricted stock units and other equity awards (collectively, "Restricted Rights") shall lapse as of the date of the Change of Control, unless otherwise provided in the applicable award agreement, and (C) all performance-based vesting conditions on the Executive’s Restricted Rights shall be deemed to have been met at the "target" level as of the date of the Change of Control, unless otherwise provided in the applicable award agreement.

    (ii)            Settlement of Awards in Certain Events .  The following shall apply only upon the occurrence of a Change of Control in which the consideration paid to the Company’s shareholders is consideration other than shares in the resulting or surviving entity that are listed for trading on a nationally recognized exchange.  In such event, (A) all of the Executive’s Appreciation Rights shall vest and be cancelled simultaneously with the Change of Control and the Executive shall be entitled to receive therefor the same transaction consideration as if he or she were a shareholder of the Company holding the number of shares of Company common stock having a fair market value, as of the effective time of the Change of Control, equal to (x) the excess, if any, of the value of the consideration per share to be received by the Company’s shareholders in such Change of Control, over the exercise price for such Appreciation Right, less (y) applicable withholding taxes; and (B) all of the Executive’s Restricted Rights shall vest and be cancelled simultaneously with the Change of Control and the Executive shall be entitled to receive therefor the same transaction consideration as if he were a shareholder of the Company holding the number of shares of Company common stock having a fair market value, as of the effective time of the Change of Control, equal to the value of such Restricted Rights, less applicable withholding taxes.

3.             Termination of Employment.

(a)           Death or Disability.   The Executive’s employment shall terminate automatically if the Executive dies during the Protected Period.  If the Company determines in good faith that the Disability of the Executive has occurred during the Protected Period, it may give to the Executive written notice in accordance with Section 10(b) of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that the Executive shall not have returned to full-time performance of the Executive’s duties before such 30th day.

3

(b)           By the Company.   The Company may terminate the Executive’s employment during the Protected Period for Cause or without Cause.

(c)           By the Executive.   The Executive may terminate employment during the Protected Period for Good Reason or without Good Reason.  The Executive’s mental or physical incapacity following the occurrence of an event described in clauses (a) through (e) of the definition of Good Reason shall not affect the Executive’s ability to terminate employment for Good Reason.

(d)           Termination in Anticipation of a Change of Control.   Anything in this Agreement to the contrary notwithstanding, if (i) a Change of Control occurs, (ii) the Executive’s employment with the Company is terminated by the Company before the Change of Control occurs in a manner and under circumstances that would be considered a termination by the Company without Cause if it had occurred during the Protected Period, and (iii) it is reasonably demonstrated by the Executive that such termination of employment was at the request of a third party that had taken steps reasonably calculated to effect the Change of Control or otherwise arose in connection with or in anticipation of the Change of Control, then such termination shall be treated for all purposes of this Agreement as a termination by the Company without Cause during the Protected Period.

(e)           Notice of Termination.   Any termination of the Executive’s employment by the Company or the Executive shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 10(b).  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder, or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing their respective rights hereunder.

4.             Obligations of the Company upon Termination .  Whenever this Agreement provides for the payment of a lump sum benefit following the Date of Termination, if any, such payment shall be made in cash within 30 days after the Date of Termination, or if the Executive has not executed the Release by such date, in a lump sum within 10 days after the Executive executes the Release.  Notwithstanding the foregoing, to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the applicable regulations and guidance thereunder, any payment under this Section 4 shall be delayed to the first day after the six-month anniversary of Executive’s separation from service, as defined in Code Section 409A and the applicable regulations and guidance thereunder.

(a)           Other than for Cause, Death or Disability; Good Reason.   If, during the Protected Period, (x) the Company terminates the Executive’s employment other than for Cause, Death or Disability or (y) the Executive terminates employment for Good Reason, and provided in either case the Executive executes a release substantially in the form attached hereto as Exhibit A (a "Release"), the Executive shall be entitled to the following benefits (the "Severance Benefits"):

4

• • (i)            The Company shall pay to the Executive, in a lump sum, the aggregate of the following amounts:

    • • (A)          the sum of the following amounts, to the extent not previously paid to the Executive (the "Accrued Obligations"):  (1) the Base Salary through the Date of Termination; (2) any Annual Bonus earned but unpaid as of the Date of Termination for any previously completed fiscal year; and (3) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the Date of Termination; and

        (B)           150% times the sum of the Executive’s Base Salary and target Annual Bonus for the year in which the Date of Termination occurred.

    (ii)           Subject to the Executive’s continued compliance with the provisions of Sections 7 and 8 of this Agreement (other than a breach which is insubstantial and insignificant, as determined in good faith by the Chief Executive Officer taking into account all of the circumstances), for a period of 12 months following the Date of Termination, the Company shall provide to the Executive and his or her eligible dependents the Specified Welfare Benefits, on the same basis as the Company or the Affiliated Employer provides such benefits for its then actively employed executives, and the Company or the Affiliated Employer and the Executive shall share the costs of the continuation of such coverage in the same proportion as such costs were shared immediately prior to Executive’s termination; provided , however , that such participation shall terminate, or the benefits under such plans shall be reduced, if and to the extent the Executive becomes covered (or is eligible to become covered) during such period by plans of a subsequent employer or other entity to which the Executive provides services providing comparable benefits or if the Executive fails to pay any required contribution or premium.  Such coverage shall be credited against the time period that the Executive and the Executive’s dependents are entitled to receive continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.  Notwithstanding the foregoing: (i) if the Company determines that it is not possible to provide one or more of the Specified Welfare Benefits as required above through plans sponsored by the Company or the Affiliated Employer under the terms thereof, or that providing any of the Specified Welfare Benefits would have adverse tax consequences for the Executive, then the Company shall provide such Specified Welfare Benefits in a manner that keeps the Executive in the same position, on an After-Tax basis, as if the Executive had remained employed by the Company or an Affiliate during the Severance Period; and provided that if it is not reasonably practicable to so provide such Specified Welfare Benefits, then the Company shall instead make a cash payment that is equal, on an After-Tax basis, to the value of such Specified Welfare Benefits.

    (iii)         To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits.

(b)           Death or Disability.   If the Executive’s employment is terminated because of the Executive’s Death or Disability during the Protected Period, the Company shall pay the Accrued

5

Obligations to the Executive in a lump sum, shall timely pay or deliver any Other Benefits, and shall have no other severance obligations under this Agreement.

(c)           Cause; Other than for Good Reason.   If the Executive’s employment is terminated for Cause during the Protected Period, the Company shall provide to the Executive the Accrued Obligations and shall timely pay or deliver any Other Benefits, in each case, to the extent theretofore unpaid, and shall have no other severance obligations under this Agreement.  If the Executive voluntarily terminates employment during the Protected Period, other than for Good Reason, the Company shall pay the Accrued Obligations to the Executive in a lump sum, shall timely pay or deliver any Other Benefits, and shall have no other severance obligations under this Agreement.

5.             Non-exclusivity of Rights .   Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any Other Plan for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any Other Agreement.  Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any Other Plan or any Other Agreement shall be payable in accordance with such Other Plan or Other Agreement, except as explicitly modified by this Agreement.  Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section 4(a), then (a) the Executive shall not be entitled to any severance pay or benefits under any severance plan, program or policy of the Company or its Affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement, and (b) the Executive shall not be treated as having any additional years of service or age for purposes of any Other Plan or Other Agreement by virtue of receiving such payments and benefits, unless such Other Plan or Other Agreement specifically so provides.

6.             No Mitigation Required .   The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company or any Affiliate may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and, except as specifically provided in Section 4(a)(iii), such amounts shall not be reduced, regardless of whether the Executive obtains other employment.

7.             Certain Restrictive Covenants . In consideration of and as a condition of the receipt of the Severance Benefits by the Executive, the Executive agrees to the following provisions:

(a)           So long as the Executive is employed by the Company or any of its Affiliates and for a period of 12 months following the Executive’s termination of employment for any reason (the "Restricted Period"), the Executive will not, whether on the Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), including, without limitation a Competitive Business, directly or indirectly, solicit or assist in soliciting a Company Client for the purpose of providing or having that Company Client provided with

6

products or services directly competitive with or directly substitutable for products or services of the Company or any Affiliate; provided that after the Date of Termination, the foregoing covenant shall be limited to Company Clients:

• • (i)            with whom the Executive had personal contact or dealings on behalf of the Company or any of its Affiliates during the one year period preceding the Executive’s termination of employment;

    (ii)           with whom employees reporting to the Executive have had personal contact or dealings on behalf of the Company or its Affiliates during the one year period immediately preceding the Executive’s termination of employment; or

    (iii)          for whom the Executive had direct responsibility or direct access to and knowledge of sensitive client information during the one-year period immediately preceding the Executive’s termination of employment.

(b)            During the Restricted Period, the Executive will not own an equity interest in or provide services (as an employee or otherwise) or funding to or affiliate with any Competitive Business within the Restricted Territory; provided, however, that during the 12 months fol