EXHIBIT 10.1
GENERAL CABLE CORPORATION
2005 STOCK INCENTIVE PLAN
1. Purpose
The
General Cable Corporation 2005 Stock Incentive Plan (the
“Plan”) is intended to provide incentives which will
attract, retain, motivate and reward highly competent persons as
non-employee directors, executive officers and other key employees
of General Cable Corporation (the “Company”) or any of
its subsidiary corporations, limited liability companies or other
forms of business entities now existing or hereafter formed or
acquired (“Subsidiaries”), by providing them
opportunities to acquire shares of the common stock, par value $.01
per share, of the Company (“Common Stock”) or to
receive monetary payments based on the value of such shares
pursuant to Awards (as defined in Section 4 below) described
herein. Furthermore, the Plan is intended to assist in further
aligning the interests of the Company’s non-employee
directors, executive officers and other key employees with those of
its stockholders.
2. Administration
a. The Plan generally shall be administered
by a committee (the “Committee”) which shall be the
Compensation Committee of the Board of Directors of the Company
(the “Board”) or another committee appointed by the
Board from among its members. Unless the Board determines
otherwise, the Committee shall be comprised solely of not less than
two members who each shall qualify as a (i) “Non-Employee
Director” within the meaning of Rule 16b-3(b)(3) (or any
successor rule) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and (ii) an
“outside director” within the meaning of Section 162(m)
of the Internal Revenue Code of 1986, as amended (the
“Code”), and the regulations thereunder. The Committee
is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper
administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan
and any Awards granted hereunder as it deems necessary or
advisable. All determinations and interpretations made by the
Committee shall be binding and conclusive on all participants and
their legal representatives. However, the Board shall have the
authority to establish stock grant levels and stock ownership
guidelines for the non-employee directors which shall be reviewed
annually in relation to director compensation practices of
comparable companies.
b. No member of the Board, no member of the
Committee and no agent of the Committee who is an employee of the
Company shall be liable for any act or failure to act hereunder,
except in circumstances involving his or her bad faith, gross
negligence or willful misconduct, or for any act or failure to act
hereunder by any other member or employee or by any agent to whom
duties in connection with the administration of this Plan have been
delegated. The Company shall indemnify members of the Board,
members of the Committee and any agent of the Committee who is an
employee of the Company against any and all liabilities or expenses
to which they may be subjected by reason of any act or failure to
act with respect to their duties on behalf of the Plan, except in
circumstances involving such person’s bad faith, gross
negligence or willful misconduct.
c. The Committee shall have the authority
to grant Awards to non-employee directors, executive officers and
other key employees of the Company or any of its Subsidiaries. The
Committee may delegate to one or more of its members, or to one or
more agents, such administrative duties as it may deem advisable,
and the Committee, or any person to whom it has delegated duties as
aforesaid, may employ one or more persons to render advice with
respect to any responsibility the Committee or such person may have
under the Plan. The Committee may employ such legal or other
counsel, consultants and agents as it may deem desirable for the
administration of the Plan and may rely upon any opinion or
computation received from any such counsel, consultant or agent.
Expenses incurred by the Committee in the engagement of such
counsel, consultant or agent shall be paid by the Company or any of
its Subsidiaries whose employees have benefited from the Plan, as
determined by the Committee.
3. Participants
Participants shall consist of such non-employee
directors, executive officers and other key employees of the
Company or any of its Subsidiaries as the Committee in its sole
discretion determines to be significantly responsible for the
success and future growth and profitability of the Company and whom
the Committee may designate from time to time to receive Awards
under the Plan. Designation of a participant in any year shall not
require the Committee to designate such person to receive an Award
in any other year or, once designated, to receive the same type or
amount of Award as granted to the participant in any other year.
The Committee shall consider such factors as it deems pertinent in
selecting participants and in determining the type and amount of
Awards.
4. Types of Awards and
Vesting Restrictions
Awards
under the Plan may be granted in any one or a combination of
(1) Stock Options, (2) Stock Appreciation Rights,
(3) Stock Awards, (4) Performance Awards and
(5) Stock Units (each as described above an
“Award,” and collectively, “Awards”). Stock
Awards, Performance Awards and Stock Units may, as determined by
the Committee, in its discretion, constitute Performance-Based
Awards, as described in Section 11 below. Any Award to a
participant in the Plan shall be subject to graded vesting with a
minimum vesting period of three years, unless otherwise determined
by the Committee. Awards shall be evidenced by Award agreements
(which need not be identical) in such forms as the Committee may
from time to time approve; provided, however, that in the event of
any conflict between the provisions of the Plan and any such
agreements, the provisions of the Plan shall prevail.
5. Common Stock Available
Under the Plan
a. Shares Available. The aggregate
number of shares of Common Stock that may be subject to Awards,
including shares of Common Stock underlying Stock Options, granted
under this Plan shall be 1,800,000 shares of Common Stock, which
may be authorized and unissued or treasury shares, subject to any
adjustments made in accordance with Section 12
below.
b. Maximum Limits . The maximum
number of shares of Common Stock with respect to which Awards may
be granted or measured to any individual participant under the Term
of the Plan during the Company’s fiscal year shall not exceed
750,000 shares, subject to adjustments made in accordance with
Section 12 below. In addition, the maximum number of shares of
common stock which may be granted to non-employee directors during
each five-year period under the Term of the Plan shall not exceed
400,000 shares, subject to adjustment.
c. Shares Underlying Awards That Again
Become Available . Any shares of Common Stock subject to a
Stock Option, Stock Appreciation Right, Stock Award, Performance
Award, or Stock Unit which for any reason are cancelled, forfeited,
delivered to the Company as part or full payment for the exercise
of a Stock Option or surrendered to the Company for tax withholding
purposes shall again be available for Awards under the Plan. The
preceding sentence shall apply only for purposes of determining the
aggregate number of shares of Common Stock subject to Awards
pursuant to Section 5.a above but shall not apply for purposes of
determining the maximum number of shares of Common Stock subject to
Awards that any individual participant may receive pursuant to
Section 5.b above.
6. Stock Options
a. In General . The Committee is
authorized to grant Stock Options to non-employee directors,
executive officers and other key employees of the Company or any of
its Subsidiaries and shall, in its sole discretion, determine such
participants in the Plan who will receive Stock Options and the
number of shares of Common Stock underlying each Stock Option.
Stock Options may be (i) incentive stock options
(“Incentive Stock Options”) within the meaning of
Section 422 of the Code, or (ii) Stock Options which do not
qualify as Incentive Stock Options (“Non-Qualified Stock
Options”). The Committee may grant to any participant one or
more Incentive Stock Options, Non-Qualified Stock Options, or both
types of Stock Options. Each Stock Option shall be subject to such
terms and conditions consistent with the Plan as shall be
determined by the Committee and as set forth in the Award
agreement. In addition, each Stock Option shall be subject to the
following limitations set forth in this Section 6.
b. Exercise Price . Each Stock
Option granted hereunder shall have such per-share exercise price
as the Committee may determine on the date of grant; provided,
however, subject to Section 6(e) below, that the per-share exercise
price shall not be less than 100 percent of the Fair Market
Value (as defined in Section 17 below) of Common Stock on the
date the Stock Option is granted.
c. Payment of Exercise Price . The
Stock Option exercise price may be paid in cash or, in the
discretion of the Committee, by the delivery of shares of Common
Stock then owned by the participant for at least six months, by the
withholding of shares of Common Stock for which a Stock Option is
exercisable, or by a combination of these methods. In the
discretion of the Committee, a payment may also be made by
delivering a properly executed exercise notice to the Company
together with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds
to pay the exercise price with the requirement of the broker same
day reconciliation or as otherwise determined by the Company. To
facilitate the foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms. The
Committee may prescribe any other method of paying the exercise
price that it determines to be consistent with applicable law and
the purpose of the Plan, including, without limitation, in lieu of
the exercise of a Stock Option by delivery of shares of Common
Stock then owned by a participant for at least six months,
providing the Company with a notarized statement attesting to the
number of shares owned, where upon verification by the Company, the
Company would issue to the participant only the number of
incremental shares to which the participant is entitled upon
exercise of the Stock Option. In determining which methods a
participant may utilize to pay the exercise price, the Committee
may consider such factors as it determines are appropriate;
provided, however, that with respect to Incentive Stock Options,
all such discretionary determinations shall be made at the time of
grant and specified in the Award agreement.
d. Exercise Period . Stock Options
granted under the Plan shall be exercisable at such time or times
as specified in the Plan and the Award agreement; provided,
however, that no Stock Option shall be exercisable later than ten
years after the date it is granted.
e. Limitations on Incentive Stock
Options . Incentive Stock Options may be granted only to
participants who are executive officers or other key employees of
the Company or any of its Subsidiaries on the date of grant. The
aggregate market value (determined as of the time the Stock Option
is granted) of Common Stock with respect to which Incentive Stock
Options (under all option plans of the Company) are exercisable for
the first time by a participant during any calendar year shall not
exceed $100,000. For purposes of the preceding sentence,
(i) Incentive Stock Options shall be taken into account in the
order in which they are granted and (ii) Incentive Stock
Options granted before 1995 shall not be taken into account.
Incentive Stock Options may not be granted to any participant who,
at the time of grant, owns stock possessing (after the application
of the attribution rules of Section 424(d) of the Code) more than
10 percent of the total combined voting power of all
outstanding classes of stock of the Company or any of its
Subsidiaries, unless the exercise price is fixed at not less than
110 percent of the Fair Market Value of Common Stock on the
date of grant and the exercise of such option is prohibited by its
terms after the expiration of five years from the date of grant of
such option. In addition, no Incentive Stock Option shall be issued
to a participant in tandem with a Non-Qualified Stock
Option.
7. Stock Appreciation
Rights
The
Committee is authorized to grant Stock Appreciation Rights to
executive officers and other key employees of the Company or any of
its Subsidiaries and shall, in its sole discretion, determine such
executive officers and other key employees who will receive Stock
Appreciation Rights and the number of shares of Common Stock with
respect to each Stock Appreciation Right. A “Stock
Appreciation Right” shall mean a right to receive a payment
in cash, Common Stock or a combination thereof, in an amount equal
to the excess of (x) the Fair Market Value, or other specified
valuation, of a specified number of shares of Common Stock on the
date the Stock Appreciation Right is exercised over (y) the
Fair Market Value, or other specified valuation (which shall be no
less than the Fair Market Value), of such shares of Common Stock on
the date the Stock Appreciation Right is granted, all as determined
by the Committee, provided, however, that if a Stock Appreciation
Right is granted retroactively in tandem with or in substitution
for a Stock Option, the designated Fair Market Value in the Award
agreement may be the Fair Market Value on the date such Stock
Option was granted. Each Stock Appreciation Right shall be subject
to such terms and conditions consistent with the Plan as shall be
determined by the Committee and as set forth in the Award
agreement.
8. Stock Awards
The
Committee is authorized to grant Stock Awards to non-employee
directors, executive officers and other key employees of the
Company or any of its Subsidiaries and shall, in its sole
discretion, determine such participants in the Plan who will
receive Stock Awards and the number of shares of Common Stock
underlying each Stock Award. Each Stock Award shall be subject to
such terms and conditions consistent with the Plan as shall be
determined by the Committee and as set forth in the Award
agreement, including, without limitation, restrictions on the sale
or other disposition of such shares, and the right of the Company
to reacquire such shares for no consideration upon termination of
the participant’s employment within specified periods. The
Committee may require the participant to deliver a duly signed
stock power, endorsed in blank, relating to Common Stock covered by
such Stock Award and/or that the stock certificates evidencing such
shares be held in custody or bear restrictive legends until the
restrictions thereon shall have lapsed. The Award agreement shall
specify whether the participant shall have, with respect to the
shares of Common Stock subject to a Stock Award, all of the rights
of a holder of shares of Common Stock, including the right to
receive dividends and to vote the shares.
9. Performance
Awards
a. In General . The Committee is
authorized to grant Performance Awards to executive officers and
other key employees of the Company or any of its Subsidiaries and
shall, in its sole discretion, determine such executive officers
and other key employees who will receive Performance Awards and the
number of shares of Common Stock or Stock Units (as described in
Section 10 below) that may be subject to each Performance
Award. Each Performance Award shall be subject to such terms and
conditions consistent with the Plan as shall be determined by the
Committee and as set forth in the Award agreement. The Committee
shall set performance targets at its discretion which, depending on
the extent to which they are met, will determine the number and/or
value of Performance Awards that will be paid out to the
participants, and may attach to such Performance Awards one or more
restrictions. Performance targets may be based upon, without
limitation, Company-wide, divisional and/or individual
performance.
b. Adjustment of Performance
Targets . With respect to those Performance Awards that are not
intended to qualify as Performance-Based Awards (as described in
Section 11 below), the Committee shall have the authority at
any time to make adjustments to performance targets for any
outstanding Performance Awards which the Committee deems necessary
or desirable unless at the time of establishment of goals the
Committee shall have precluded its authority to make such
adjustments.
c. Payout . Payment of earned
Performance Awards may be made in shares of Common Stock or in cash
and shall be made in accordance with the terms and conditions
prescribed or authorized by the Committee. The participant may
elect to defer, or the Committee may require or permit the deferral
of, the receipt of Performance Awards upon such terms as the
Committee deems appropriate.
10. Stock Units
a. In General . The Committee is
authorized to grant Stock Units to executive officers and other key
employees of the Company or any of its Subsidiaries and shall, in
its sole discretion, determine such executive officers and other
key employees who will receive Stock Units and the number of shares
of Common Stock with respect to each Stock Unit. The Committee
shall determine the criteria for the vesting of Stock Units. A
Stock Unit granted by the Committee shall provide payment in shares
of Common Stock at such time as the Award agreement shall specify.
Shares of Common Stock issued pursuant to this Section 10 may
be issued with or without other payments therefor as may be
required by applicable law or such other consideration as may be
determined by the Committee. The Committee shall determine whether
a participant granted a Stock Unit shall be entitled to a Dividend
Equivalent Right (as defined below). Each Stock Unit shall be
subject to such terms and conditions consistent with the Plan as
shall be determined by the Committee and as set forth in the Award
agreement.
b. Payout . Upon vesting of a Stock
Unit, unless the Committee has determined to defer payment with
respect to such unit or a participant has elected to defer payment
under Section 10(c) below, shares of Common Stock representing the
Stock Units shall be distributed to the participant unless the
Committee, with the consent of the participant, prov
