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Exhibit 10.02
Non-Compete Covenant
Mr. Richard K. Reece
21 Ballas Court
Town & Country, MO 63131
Dear Ricky:
In consideration
for Belden CDT Inc. (the "Company") granting you the right
to exercise receive the third payment under
your retention and integration award
agreement, dated June 28, 2004 (as
amended), the amount provided under your
letter agreement, dated April 15, 2002 (as
amended), and other good and valuable
consideration, the receipt of which you
acknowledge, you agree to the following:
(a) For the period of one year
beginning on December 1, 2005 (the
"Period"), you will not, directly or indirectly solicit,
entice,
persuade or induce any employee, director, or officer of the
Company
or its subsidiaries or affiliates (collectively, the "Group")
to
terminate his or her employment or engagement by the Group to
become
employed or engaged by any person, firm, corporation or other
business
enterprise other than a member of the Group;
(b) During the Period, you will not,
directly or indirectly, engage,
participate, make any financial investment in, or become employed
by
or render advisory or other services to or for any person,
firm,
corporation or other business enterprise (the "Competing
Enterprise")
which is engaged, directly or indirectly, during the Period, in
competition with the Group in the development, design,
manufacture,
marketing or distribution of wire and cable or connectivity
products
in the United States and in any foreign jurisdiction in which
the
Group operates provided that the competitive businesses of the
Competing Enterprise account for more than 10% of the net sales of
the
Competing Enterprise for its most recently completed fiscal year
and
you do not work or consult in such competitive business.
The foregoing covenant shall not be construed to preclude you
from
making any investments in the securities of any company, whether
or
not engaged in competition with the Group, to the extent that
such
securities are actively traded on a national securities exchange or
in
the over-the-counter market in the United States or any foreign
securities exchange and, after giving effect to such investment,
you
do not beneficially own securities representing more than 1% of
the
combined voting power of the voting securities of such company.
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Mr. Richard K. Reece
November 30, 2005
Page 2
(c) During the Period, you will not
divulge, furnish or make available to
any
person any knowledge or information with respect to the
business
or affairs of the Group which is confidential, including,
without
limitation, "know-how," trade secrets, customer and supplier
lists,
pricing policies, operational methods, marketing plans or
strategies,
product deve
