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Exhibit 10.2
BELDEN CDT INC.
PERFORMANCE SHARE AWARD AGREEMENT
THIS
PERFORMANCE SHARE AWARD AGREEMENT (this "Agreement") is
effective
February 22, 2006 (the "GRANT DATE") by and between Belden CDT
Inc., a Delaware
corporation (the "COMPANY") and _________________________
("GRANTEE").
WHEREAS,
the Grantee is an executive or management employee of the
Company
and has been selected by the Compensation Committee (the
"COMMITTEE") of the
Board of Directors of the Company (the "BOARD") to receive a grant
of
____________ performance share units ("PSUs") representing, subject
to certain
restrictions, a certain number of shares (the "SHARES") of the
Company's common
stock, $0.01 par value per share (the "COMMON STOCK"), such number
shall be
based on the attainment of performance objectives as provided
below, and to
enter into a Performance Share Award Agreement in the form
hereof;
NOW
THEREFORE, the Company and the Grantee hereby agree as follows:
1. GRANT
OF PSUs. The Company hereby grants to the Grantee on the Grant
Date ______________ PSUs. Each PSU represents the right to receive
between zero
(0) and one and one-half (1.5) of a Restricted Stock Unit ("RSU"),
depending on
the attainment of Company performance objectives in accordance with
Section 2
below. Each RSU in turn represents the right to receive one (1)
Share, which
RSUs shall vest and become nonforfeitable ("VEST") in accordance
with Section 3
below. The Company shall hold any awarded RSUs in book-entry form.
The Grantee
shall have no direct or secured claim in any specific assets of the
Company or
the Shares of Common Stock to be issued to Grantee under Section
5(a) hereof and
will have the status of a general unsecured creditor of the
Company. The PSUs
and RSUs are granted under the Company's 2001 Long-Term Performance
Incentive
Plan (the "PLAN") and shall be subject to the terms and conditions
of the Plan.
Capitalized terms used in this Agreement without further definition
shall have
the same meanings given to such terms in the Plan. [N.B.: MR.
STROUP'S AWARD IS
SUBJECT TO THE SHAREHOLDERS APPROVING AN INCREASE OF THE PLAN'S
ANNUAL
INDIVIDUAL LIMIT TO 400,000 AWARDS. IF SHAREHOLDERS FAIL TO APPROVE
THE
INCREASE, MR. STROUP WILL RECEIVE A CASH EQUIVALENT OUTSIDE THE
PLAN PER HIS
EMPLOYMENT AGREEMENT.]
2.
PERFORMANCE OBJECTIVES.
(a) Award Period; Performance Objectives. The award period
("AWARD
PERIOD") during which performance shall be measured is calendar
year 2006. The
Committee has established performance objectives for such Award
Period based on
the attainment of 2006 financial performance goals. The financial
performance
goals are those the Committee has established for the Company's
2006 annual cash
incentive plan. If Company performance during the Award Period is
at 100% of
targeted objectives, then
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the Grantee shall be entitled to receive one (1) RSU for each PSU.
If Company
performance during the Award Period is at 80% of targeted
objectives, then the
Grantee shall be entitled to receive one-half (.5) of an RSU for
each PSU. If
Company performance during the Award Period is at 120% of targeted
objectives,
then the Grantee shall be entitled to receive one and one-half
(1.5) of an RSU
for each PSU. The number of RSUs shall be prorated for performance
between the
foregoing standards. If Company performance during the Award Period
is at less
than 80% of targeted objectives, then the Grantee shall not be
entitled to
receive any RSUs for the PSUs, and this Performance Share Award and
the PSUs
shall have no value and shall be deemed forfeited, cancelled and
terminated.
After the Award Period, the Committee shall determine the number
(if any) of
RSUs to be awarded for each PSU based on Company performance during
the Award
Period, which determination shall be final, conclusive and binding
(the date on
which the Committee makes such determination is the "PERFORMANCE
DETERMINATION
DATE", and the RSUs that are so awarded are the "AWARDED
RSUs").
(b) Death or Disability During Award Period. If prior to the
Performance Determination Date and while employed by the Company
the Grantee
dies or becomes disabled (and leaves the Company) in accordance
with any Company
disability policy then in effect, then the Grantee (or, as the case
may be, the
person entitled by will or the applicable laws of descent and
distribution)
shall, after the Award Period, be entitled to receive a prorated
portion of the
RSUs that would otherwise (but for such death or disability) be
awarded to the
Grantee after the Award Period pursuant to Section 2(a) above, such
prorated
portion being a fraction whose numerator shall be the number of
days of the
Grantee's employment by the Company during the Award Period prior
to such death
or disability and the denominator of which shall be three hundred
and sixty-five
(365). Such Awarded RSUs shall immediately Vest in full.
(c) Other Employment Termination During Award Period. If the
Grantee
or the Company otherwise terminates the Grantee's employment during
the Award
Period, any and all PSUs shall be forfeited, cancelled and
terminated upon such
termination.
3. VESTING
OF AWARDED RSUs.
(a)
Generally. Subject to the acceleration of the Vesting pursuant
to Section 2(b) above or Section 3(b) or (d) below, or the
forfeiture and
termination of the Awarded RSUs pursuant to Section 3(c) below,
one-half (1/2)
of the Awarded RSUs shall Vest on the first anniversary of the
Performance
Determination Date, and the remaining one-half (1/2) shall Vest on
the second
anniversary of the Performance Determination Date. All Vested
Awarded RSUs shall
be paid to the Grantee as provided in Section 5 hereof.
(b) Death, Disability or Retirement. If, after the award of the
Awarded RSUs and while employed by the Company, the Grantee dies or
becomes
disabled (and leaves the Company) in accordance with any Company
disability
policy then in effect or retires from employment with the Company
under any
Company retirement plan then in effect, then any and all unvested
Awarded RSUs
shall immediately Vest in full.
2
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(c) Other Employment Termination. If the Grantee or the Company
otherwise terminates the Grantee's employment after the award of
the Awarded
RSUs, any and all Awarded RSUs that are not Vested at such time
shall be
forfeited, cancelled and terminated upon such termination.
(d) Change of Control. Immediately preceding the occurrence of
a
Change in Control of the Company (as defined in Section 7(f)
below), any and all
unvested Awarded RSUs shall immediately Vest in full, subject to
any deferral
pursuant to an election under Section 5(b) hereof.
4. NO
TRANSFER OR ASSIGNMENT OF PSUs OR AWARDED RSUs; RESTRICTIONS ON
SALE. Except as otherwise provided in this Agreement, the PSUs, the
Awarded RSUs
and the rights and privileges conferred thereby shall not be sold,
pledged or
otherwise transferred (whether by operation of law or otherwise)
and shall not
be subject to sale under execution, attachment, levy or similar
process until
the Shares underlying the Awarded RSUs are delivered to the Grantee
or his
designated representative. The Grantee agrees not to sell any
Shares at any time
when applicable laws or Company policies prohibit a sale. This
restriction shall
apply as long as the Grantee is an employee of the Company.
5.
DELIVERY OF SHARES.
(a) Issuance of Shares. As of the date(s) on which the Awarded
RSUs
Vest, the Company shall issue to the Grantee a stock certificate
(or register
Shares of Common Stock in book-entry form) representing a number
of
