EXHIBIT 10.5
STOCK UNIT AGREEMENT
GRANTED TO:
DATE OF GRANT:
GRANTED PURSUANT TO: General
Cable Corporation 2005 Stock Incentive Plan
NUMBER OF
UNITS:
VESTING
SCHEDULE:
1. This Stock Unit Agreement (the
“Agreement”) is made and entered into as of
(the “Date of
Grant”) between General Cable Corporation, a Delaware
corporation (the “Company”), and
(the
“Participant”), 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
restricted units of the Common Stock of the Company (the
“Stock Units”). The Stock Units are granted as provided
for under the Plan and are subject to the terms and conditions set
forth in the Plan and this Agreement. This grant of Stock Units
shall vest according to the vesting schedule set forth above. The
Stock Units granted hereunder are a matter of separate inducement
and are not in lieu of salary or other compensation for the
Participant’s services.
3. The
Stock Units shall be promptly recorded on the books of the Company
in the Participant’s name as restricted Stock Unit awards.
When and if the vesting restrictions, as set forth in the vesting
schedule above, terminate, the Participant shall be entitled to a
payment in shares of Common Stock only, one share of Common Stock
for each Stock Unit granted hereunder, and the Participant shall
have no rights to the Stock Units until all vesting restrictions
terminate.
4. If
under Section 12 of the Plan, the Participant shall be
entitled to new, additional or different Stock Units, such new,
additional or different Stock Units shall be subject to the
restrictions on transferability as provided in Paragraphs 5 and 6
below.
5. The
Stock Units shall be subject to restrictions on transferability as
provided in Paragraph 6 below. Subject to Paragraph 7
below, such restrictions shall be removed from the Stock Units
according to the vesting schedule set forth above. Upon the
termination of vesting restrictions and delivery of shares of
Common Stock under this Agreement, the Participant shall have all
the rights of a shareholder with respect to such shares of Common
Stock, including, but not limited to, the right to vote such shares
and to receive all dividends and other distributions paid with
respect to them, and all such shares shall be evidenced by a
certificate or certificates, as provided in Paragraphs 10 and 11
below. While the vesting restrictions are in place, the Participant
shall not be entitled to Dividend Equivalents Rights.
Notwithstanding anything contained in this Agreement to the
contrary, all Stock Units shall become fully vested immediately
upon the occurrence of the Change in Control of the Company in
accordance with Section 13 of the Plan.
6. During the period when the Stock Units are
subject to restrictions on transferability, none of the Stock Units
that are subject to such restrictions shall be sold, exchanged,
transferred, pledged, hypothecated o
