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Exhibit 10.5
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 John Stroup ("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 50,000
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 50,000 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.
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 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
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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"). This grant of PSUs is subject to
shareholders
approving at the Company's 2006 annual meeting a Plan amendment
authorizing an
increase in the number of awards individual participants may
receive under the
Plan to an annual limit of 400,000. If shareholder approval is not
obtained,
then PSUs granted hereunder shall not be deemed granted under the
Plan, but
shall be subject to the terms and conditions of the Plan and of
this Agreement
as if they had been granted under the Plan except that no RSUs or
other Company
shares shall be awarded in connection with the PSUs granted
hereunder. Instead,
each PSU shall represent the right to receive a cash equivalent to
the RSUs that
would have otherwise been awarded hereunder.
(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.
2
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(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.
(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 C
