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THIS SEVERANCE
AGREEMENT (this “Agreement”) is entered into as of the
13th day of March, 2006 (the “Effective Date”), by and
between Belden CDT Inc. (the “Company”) and Naresh
Kumra (the “Employee”).
SECTION 1.
DEFINITIONS. As hereinafter used:
1.1 “
Cause ” for termination by the Company or its
affiliates of the Employee’s employment means (i) the
willful and continued failure by the Employee to substantially
perform the Employee’s duties with the Company or its
affiliates (other than any such failure resulting from the
Employee’s incapacity due to physical or mental illness) that
has not been cured within 30 days after a written demand for
substantial performance is delivered to the Employee by the CEO,
which demand specifically identifies the manner in which the CEO
believes that the Employee has not substantially performed the
Employee’s duties, or (ii) the willful engaging by the
Employee in conduct which is demonstrably and materially injurious
to the Company or its subsidiaries, monetarily or otherwise. For
purposes of this definition, no act, or failure to act, on the
Employee’s part shall be deemed “willful” unless
done, or omitted to be done, by the Employee not in good faith and
without reasonable belief that the Employee’s act, or failure
to act, was in the best interest of the Company or its
affiliates.
1.2 “
Health Care Coverage ” means life insurance,
hospitalization, medical and dental coverage at a level that is no
less favorable in the aggregate to the Employee than the level in
effect on the Effective Date with respect to the
Employee.
1.3 “
Severance ” means the termination of the
Employee’s employment with the Company or its affiliates by
the Company or its affiliates other than for Cause. The Employee
will not be considered to have incurred a Severance if his
employment is discontinued by reason of the Employee’s death
or a physical or mental condition causing the Employee’s
long-term inability to substantially perform his duties with the
Company or its affiliates, including, without limitation, such
condition entitling him to benefits under any sick pay or
disability income policy or program of the Company or its
affiliates.
1.4 “
Severance Date ” means the date on which the Employee
incurs a Severance.
1.5 “
Severance Pay ” means the payment determined pursuant
to Section 2.1.
1
1.6 “
Successor Company ” means any successor to all or
substantially all of the business and/or assets of Belden CDT Inc.,
whether direct or indirect, by purchase, merger, consolidation or
otherwise.
1.7 “
Weekly Compensation ” means (i) 1/52nd of the
Employee’s highest annual rate of base salary with the
Company as in effect at any time after the Effective Date, plus
(ii) 1/52nd of the Employee’s highest annual bonus award
(if any) earned by the Employee with the Company with respect to
the Company’s three complete fiscal years preceding the
Severance Date.
2.1 If the
Employee incurs a Severance, he shall be entitled to receive
Severance Pay equal to (i) twenty-six (26), multiplied by
(ii) the Employee’s Weekly Compensation.
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