TERMINATION AGREEMENT
This Agreement is made and entered into this 19 th day
of December, 2007 (the “Effective Date”), by and
between General Cable Corporation, a Delaware corporation (the
“Company”) and Gregory B. Kenny (the
“Executive”), and will be effective as of December 31,
2007 (“Effective Date”).
Background
The Executive has served the Company in various senior management
capacities for a number of years. The Executive and the
Company are parties to an Employment Agreement (the
“Employment Agreement”), effective as of October 18,
1999 and amended and restated as of April 28, 2000; and the
Executive and the Company are also parties to a Change-in-Control
Agreement, also amended and restated as of April 28, 2000
(“Change-in-Control Agreement”); and
The Executive recommends that the Employment Agreement and the
Change-in-Control Agreement be terminated so that the
Executive’s employment with the Company is no longer governed
by the terms of either agreement; and
The Company and the Executive desire to set out relevant provisions
relating to the Executive’s employment.
Terms of Agreement
1.
As of the Effective Date, the Executive and the Company agree that
the Employment Agreement and the Change-in-Control Agreement will
terminate and cease to have any binding obligation on either the
Executive or the Company. This means that neither the Company
nor the Executive will have any further obligations to the other
under either the Employment Agreement or the Change-in-Control
Agreement and the relationship between the Executive and the
Company will be governed by the general laws of the Commonwealth of
Kentucky.
2.
In consideration to Executive for his entering into this Agreement,
the Company will grant him benefits under its new Executive Officer
Severance Pay Plan.
3.
The Executive will continue in his present position and will
continue to be entitled to full participation in all of the
Company’s employee retirement and benefit plans and programs,
including incentive bonus programs and stock programs, and none of
his vested rights to any shares of stock in the Company will in any
way be affected by this Agreement. The Executive’s
participation in any such benefit, incentive bonus or stock
programs will be pursuant to the terms of the particular plans and
programs.
4.
(a)
During his employment with the Company and for a period of two (2)
years thereafter, the Executive will not, directly or
indirectly:
(i)
solicit, entice, persuade or induce any employee, director,
officer, associate, consultant, agent or independent contractor of
the Company, or any of its affiliates (the “Group”) to
terminate his or her employment or engagement by the Group to
become employed or engaged by any person, firm, corporation
