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EXHIBIT 10.01
November 2, 2005
Mr. C. Baker Cunningham
6424 Cecil Avenue
St. Louis, Missouri 63105
Re: Separation
of Employment
Dear Baker:
As we previously discussed, your employment with Belden CDT, Inc.
(the
"Company"), and all subsidiaries terminated
effective on the close of business,
October 31, 2005 (the "Separation Date").
This letter confirms your entitlements
and obligations under your Change of
Control Employment Agreement with Belden,
Inc., dated as of July 31, 2001
("Agreement"), as a result of your separation of
employment.
1. Accrued vacation through the
Separation Date
$37,788.46
2. Severance under Agreement
$4,337,294.00
3. Target-Level Bonus
$535,320.00
4. Outplacement Expense
$22,500.00
-------------
Total
$4,932,902.46
You are entitled to your accrued and unpaid salary through the
Separation Date.
You are
entitled to all accrued, vested and unpaid benefits under all
retirement, welfare benefit and deferred
compensation plans of the Company in
which you are participating on the
Separation Date. All such benefits shall be
paid in accordance with the terms of the
applicable plans and, where applicable,
your previous elections.
As of the Separation Date, you are fully vested in the
following
unvested restricted stock awards: (i)
February 18, 2003 for 25,000 shares of
Company common stock; (ii) February 23,
2004 for 25,000 shares of Company common
stock and (iii) Retention and Integration
Award for 6,943 shares of Company
common stock. As of the Separation Date,
you are fully vested in the cash
portion of your Retention and Integration
Award, in the amount of $142,333. All
other unvested restricted stock, stock
option and other equity-based and
long-term incentive awards shall lapse, and
all such unvested stock options
shall not be exercisable, as of the
Separation
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Mr. C. Baker Cunningham
November 2, 2005
Page 2
Date. All vested stock option awards shall
be exercisable until the earlier to
occur of the third anniversary of the
Separation Date and the stated expiration
date set forth in the award.
For the period commencing on the Separation Date and ending on
the
second anniversary of the Separation Date,
you will be entitled to continue to
be covered, at the expense of the Company,
by the same or equivalent life
insurance, hospitalization, medical and
dental coverage in which you and your
covered dependents are participating as of
the Separation Date. The foregoing
hospitalization, medical and dental
coverage shall run concurrent
