EXHIBIT 10.4
RESTRICTED STOCK AGREEMENT
GRANTED TO:
DATE OF GRANT:
GRANTED PURSUANT TO: General
Cable 2005 Stock Incentive Plan
NUMBER OF
SHARES:
VESTING
SCHEDULE:
1. This Restricted Stock Agreement (the
“Agreement”) is made and entered into as of
(the “Date of
Grant”) between General Cable Corporation, a Delaware
corporation (the “Company”), and
, as a participant (the
“Participant”) in the General Cable Corporation 2005
Stock Incentive Plan (the “Plan”), a copy of which is
enclosed herewith. Capitalized terms not defined herein shall have
the meanings ascribed thereto in the Plan.
2. The Participant is granted
shares of the Common Stock of
the Company (the “Restricted Stock”). The Restricted
Stock is granted as provided for under the Plan and is subject to
the terms and conditions set forth in the Plan and this Agreement.
This grant of Restricted Stock will vest according to the vesting
schedule set forth above.
3. The Restricted Stock granted hereunder
shall be promptly issued and evidenced by a certificate or
certificates for such shares issued in the Participant’s name
or by book entry at the Company’s option. The Participant
shall thereupon have all the rights of a shareholder with respect
to such shares, including, but not limited to, the right to vote
such shares and to receive all dividends and other distributions
paid with respect to them; provided, however , that the
shares shall be subject to the restrictions on transferability in
Paragraphs 5 and 6 below. Unless as otherwise provided in this
Paragraph 3, the Company shall hold the certificate or
certificates for such shares until the date the restrictions on
transferability are removed in accordance with Paragraphs 5 and 7
below. The Company may, in its sole discretion and at any time
prior to the date the restrictions on transferability are removed
in accordance with Paragraphs 5 and 7 below, require (i) that
the stock certificate or certificates representing such shares
shall be imprinted with a legend stating that the shares
represented thereby are the restricted shares subject to the terms
and conditions of this Agreement and, as such, may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed
of except in accordance with the terms of this Agreement, and if
the Company makes such requirement, then each transfer agent for
the Common Stock shall be instructed to like effect with respect to
such shares, and/or (ii) that the Participant shall, upon
receipt of the certificate or certificates therefor, deposit such
certificate or certificates together with a stock power or other
like instrument of transfer, appropriately endorsed in blank, with
an escrow agent designated by the Company, which may be the
Company, under a deposit agreement containing such terms and
conditions as the Company shall approve, with the expenses of such
escrow to be borne by the Company.
4. If under Section 12 of the Plan the
Participant, as the owner of the shares of the Restricted Stock,
shall be entitled to new, additional or different shares of stock
or securities, (i) the Company may require that the
certificate or certificates for, or other evidences of, such new,
additional or different shares or securities, together with a stock
power or other instrument of transfer appropriately endorsed, shall
be imprin
