BELDEN INC.
EXECUTIVE EMPLOYMENT AGREEMENT
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<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>c21128exv10w3.htm
<DESCRIPTION>EXECUTIVE EMPLOYMENT AGREEMENT
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>EXHIBIT 10.3</B>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXECUTIVE EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This <B>EXECUTIVE EMPLOYMENT AGREEMENT </B>(this &#147;<B>Agreement</B>&#148;) is dated as of this September&nbsp;18, 2007,
between Belden Inc., a Delaware corporation (the &#147;<B>Company</B>&#148;), and Louis Pace (the &#147;<B>Executive</B>&#148;).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><u>W</u> <u>I</u> <u>T</u> <u>N</u> <u>E</u> <u>S</u> <u>S</u> <u>E</u> <u>T</u> <u>H</u>:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the Company has employed Executive as its President, Specialty Products Division, and
Company and Executive desire to reflect the continuation of such employment by this Agreement;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, the Company and Executive desire to enter into this Agreement to set forth the terms
of Executive&#146;s employment by the Company;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW THEREFORE</B>, in consideration of the foregoing, of the mutual promises contained herein and
of other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<B>POSITION/DUTIES</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Executive shall serve as the President, Specialty Products Division. In such capacity,
Executive shall have active and general supervision and management over the business and affairs of
Specialty Products Division.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Executive shall use Executive&#146;s best efforts to perform faithfully and efficiently the
duties and responsibilities assigned to Executive hereunder and devote substantially all of
Executive&#146;s business time to the performance of Executive&#146;s duties with the Company; provided, the
foregoing shall not prevent Executive from participating in charitable, civic, educational,
professional or community affairs so long as such activities do not materially interfere with the
performance of Executive&#146;s duties hereunder or create a potential business conflict or the
appearance thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<B>TERM OF AGREEMENT</B>. This Agreement shall be effective on the date hereof (the &#147;<B>Effective
Date</B>&#148;) and shall end on the third anniversary of the Effective Date. The term of this Agreement
shall be automatically extended thereafter for successive one (1)&nbsp;year periods unless, at least
ninety (90)&nbsp;days prior to the end of the initial term of this Agreement or the then current
succeeding one-year extended term of this Agreement, the Company or Executive has notified the
other that the term hereunder shall terminate upon its expiration date. The initial term of this
Agreement, as it may be extended from year to year thereafter, is herein referred to as the &#147;<B>Term</B>.&#148;
The foregoing to the contrary notwithstanding, upon the occurrence of a Change in Control (defined
below) at any time after the first anniversary of the Effective Date, the Term of this Agreement
shall be extended to the second anniversary of the date of the occurrence of such Change in Control
and shall be subject to expiration thereafter upon notice by Executive or the Company to the other
party or to automatic successive additional one-year periods, as the case may be, in the manner
provided above. If Executive remains employed by
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the Company beyond the expiration of the Term, he shall be an employee at-will; except that
any provisions identified as surviving shall continue. In all events hereunder, Executive&#146;s
employment is subject to earlier termination pursuant to Section&nbsp;7 hereof, and upon such earlier
termination the Term shall be deemed to have ended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<B>BASE SALARY</B>. As of the Effective Date, the Company shall continue to pay Executive a base
salary (the &#147;<B>Base Salary</B>&#148;) at an annual rate of $253,000, payable in accordance with the regular
payroll practices of the Company. Executive&#146;s Base Salary shall be subject to annual review by the
Company&#146;s Chief Executive Officer (<B>&#147;CEO&#148;</B>) and may be adjusted from time to time by the CEO (as
approved by the Compensation Committee of the Board of Directors of the Company). The base salary
as determined herein from time to time shall constitute &#147;Base Salary&#148; for purposes of this
Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<B>ANNUAL BONUS</B>. As of the Effective Date, Executive shall continue to be eligible to
participate in the Company&#146;s management incentive (bonus)&nbsp;plan and any successor annual bonus
plans. Executive shall have the opportunity to earn an annual target bonus, measured against
performance criteria to be determined by the Company&#146;s Board (or a committee thereof).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<B>STOCK OWNERSHIP. </B>Executive shall be subject to, and shall comply with, the stock ownership
guidelines of the Company as may be in effect from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<B>EMPLOYEE BENEFITS</B>. As of the Effective Date:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;BENEFIT PLANS. Executive shall continue to be entitled to participate in all employee
benefit plans of the Company including, but not limited to, equity, pension, thrift, profit
sharing, medical coverage, education, or other retirement or welfare benefits that the Company has
adopted or may adopt, maintain or contribute to for the benefit of its senior executives in
accordance with the terms of such plans and programs.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;VACATION. Executive shall continue to be entitled to annual paid vacation in accordance
with the Company&#146;s policy applicable to senior executives.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation,
Executive shall be reimbursed in accordance with the Company&#146;s expense reimbursement policy for all
reasonable and necessary business expenses incurred in connection with the performance of
Executive&#146;s duties hereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;CERTAIN AMENDMENTS. Nothing herein shall be construed to prevent the Company from
amending, altering, terminating or reducing any plans, benefits or programs.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<B>TERMINATION</B>. Executive&#146;s employment and the Term shall terminate on the first of the
following to occur:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;DISABILITY. Upon written notice by the Company to Executive of termination due to
Disability, while Executive remains Disabled. For purposes of this
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Agreement, &#147;<B>Disability</B>&#148; shall have the meaning defined under the Company&#146;s then-current
long-term disability insurance plan in which Executive participates.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;DEATH. Automatically on the date of death of Executive.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;CAUSE. Immediately upon written notice by the Company to Executive of a termination of
Executive&#146;s employment for Cause. &#147;<B>Cause</B>&#148; shall mean:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Executive&#146;s willful and continued failure to perform substantially his duties owed
to the Company or its affiliates after a written demand for substantial performance is
delivered to him specifically identifying the nature of such unacceptable performance, which
is not cured by Executive within a reasonable period, not to exceed thirty (30)&nbsp;days;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Executive is convicted of (or pleads guilty or no contest to) a felony or any crime
involving moral turpitude; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Executive has engaged in conduct that constitutes gross misconduct in the
performance of his employment duties.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">An act or omission by Executive shall not be &#147;willful&#148; if conducted in good faith and with
Executive&#146;s reasonable belief that such conduct is in the best interests of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;WITHOUT CAUSE. Upon written notice by the Company to Executive of an involuntary
termination of Executive&#146;s employment other than for Cause (and other than due to his Disability).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;GOOD REASON. Upon written notice by Executive to the Company of a voluntary termination
of Executive&#146;s employment at any time during a Protection Period (defined in Section&nbsp;10 below), for
Good Reason. &#147;<B>Good Reason</B>&#148; shall mean, without the express written consent of Executive, the
occurrence of any of the following events during a Protection Period:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Executive&#146;s Base Salary or annual target bonus opportunity is reduced;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Executive&#146;s duties or responsibilities are negatively and materially changed in a
manner inconsistent with Executive&#146;s position (including status, offices, titles, and
reporting responsibilities) or authority; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) The Company requires Executive&#146;s principal office to be relocated more than 50
miles from its location as of the date immediately preceding the Change in Control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;VOLUNTARY TERMINATION FOR ANY REASON (WITHOUT GOOD REASON DURING A PROTECTION PERIOD).
Upon at least thirty (30)&nbsp;days&#146; prior written notice by Executive to the Company of Executive&#146;s
voluntary termination of employment
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(i)&nbsp;for any reason prior to or after a Protection Period or (ii)&nbsp;without Good Reason during a
Protection Period, in either case which the Company may, in its sole discretion, make effective
earlier than any termination date set forth in such notice.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<B>CONSEQUENCES OF TERMINATION</B>. Any termination payments made and benefits provided under
this Agreement to Executive shall be in lieu of any termination or severance payments or benefits
for which Executive may be eligible under any of the plans, policies or programs of the Company or
its affiliates, it being understood that stock options and other Long-Term Awards (as defined in
Section&nbsp;11 hereof) shall be treated as addressed in Section&nbsp;11 hereof. Upon termination of
Executive&#146;s employment, the following amounts and benefits shall be due to Executive:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;DEATH; DISABILITY. If Executive&#146;s employment terminates due to Executive&#146;s death or
Disability, then the Company shall pay or provide Executive (or the legal representative of his
estate in the case of his death) with:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) (A)&nbsp;any accrued and unpaid Base Salary through the date of termination and any
accrued and unused vacation in accordance with Company policy; and (B)&nbsp;reimbursement for any
unreimbursed expenses, incurred and documented in accordance with applicable Company policy,
through the date of termination (collectively, &#147;<B>Accrued Obligations</B>&#148;);
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the
date of termination, payable when bonuses are paid generally to senior executives for such
year;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the
amount of which shall be based on actual performance under the applicable bonus plan and a
fraction, the numerator of which is the number of days elapsed during the performance year
through the date of termination and the denominator of which is&nbsp;365, which pro-rated bonus
shall be paid when bonuses are paid generally to senior executives for such year;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) Any disability insurance benefits, or life insurance proceeds, as the case may be,
as may be provided under the Company plans in which Executive participates immediately prior
to such termination; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;VOLUNTARY TERMINATION (INCLUDING VOLUNTARY TERMINATION WITHOUT GOOD REASON DURING A
PROTECTION PERIOD); INVOLUNTARY TERMINATION WITHOUT CAUSE AT OR AFTER AGE 65; INVOLUNTARY
TERMINATION FOR CAUSE.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) If Executive&#146;s employment should be terminated (i)&nbsp;by Executive for any reason at
any time other than during a Protection Period, or (ii)&nbsp;by Executive without Good Reason
during a Protection Period, then the Company shall pay to Executive any Accrued Obligations
in accordance with Section&nbsp;8(a)(i).
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) If Executive&#146;s employment is terminated by the Company without Cause and other than
for Disability at or after Executives&#146; attainment of age 65, the Company shall pay to
Executive any Accrued Obligations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) If Executive&#146;s employment is terminated by the Company for Cause, the Company
shall pay to Executive any Accrued Obligations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;TERMINATION WITHOUT CAUSE. If at any time (A)&nbsp;prior to Executive&#146;s attainment of age 65
and (B)&nbsp;other than during a Protection Period, Executive&#146;s employment by the Company is terminated
by the Company without Cause (and other than a termination for Disability), then the Company shall
pay or provide Executive with:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) (A)&nbsp;Executive&#146;s Accrued Obligations, payable in accordance with Section&nbsp;8(a)(i);
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the
date of termination, payable when bonuses are paid generally to senior executives for such
year;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the
amount of which shall be based on actual performance under the applicable bonus plan and a
fraction, the numerator of which is the number of days elapsed during the performance year
through the date of termination and the denominator of which is&nbsp;365, which pro-rated bonus
shall be paid when bonuses are paid generally to senior executives for such year;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) Severance payments in the aggregate amount equal to the sum of (A)&nbsp;Executive&#146;s
then Base Salary plus (B)&nbsp;his annual target bonus, which amount shall be payable to Executive
in equal payroll installments over a period of twelve (12)&nbsp;months; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) Subject to Executive&#146;s continued co-payment of premiums, continued participation for
twelve (12)&nbsp;months in the Company&#146;s medical benefits plan which covers Executive and his
eligible dependents upon the same terms and conditions (except for the requirements of
Executive&#146;s continued employment) in effect for active employees of the Company. In the
event Executive obtains other employment that offers substantially similar or more favorable
medical benefits, such continuation of coverage by the Company under this subsection shall
immediately cease. The continuation of health benefits under this subsection shall reduce
the period of coverage and count against Executive&#146;s right to healthcare continuation
benefits under COBRA.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<B>CONDITIONS</B>. Any payments or benefits made or provided to Executive pursuant to any
subsection of Section&nbsp;8, other than Accrued Obligations, are subject to Executive&#146;s:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;compliance with the provisions of Section&nbsp;12 hereof;
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;delivery to the Company of an executed Agreement and General Release (the <B>&#147;General
Release</B>&#148;), which shall be substantially in the form attached hereto as <U>Exhibit&nbsp;A</U> within
twenty-one (21)&nbsp;days after presentation thereof by the Company to Executive; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;delivery to the Company of a resignation from all offices, directorships and fiduciary
positions held by Executive with the Company, its affiliates and employee benefit plans.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Notwithstanding the due date of any post-employment payments, any amounts due following a
termination under this Agreement (other than Accrued Obligations) shall not be payable until after
the expiration of any statutory revocation period applicable to the General Release without
Executive having revoked such General Release, and, subject to the provisions of Section&nbsp;21 hereof,
any such amounts shall be paid to Executive within thirty (30)&nbsp;days thereafter. Notwithstanding
the foregoing, Executive shall be entitled to any Accrued Obligations, payable without regard for
the conditions of this Section&nbsp;9.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<B>CHANGE IN CONTROL; EXCISE TAX</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;CHANGE IN CONTROL. A <B>&#147;Change in Control&#148; </B>of the Company shall be deemed to have occurred
if any of the events set forth in any one of the following subparagraphs shall occur:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the <B>&#147;Exchange Act&#148;</B>))
(a <B>&#147;Person&#148;</B>) of beneficial ownership (within the meaning of Rule&nbsp;13d-3 promulgated under the
Exchange Act) of more than 50% of either (i)&nbsp;the then-outstanding shares of common stock of
the Company (the <B>&#147;Outstanding Company Common Stock&#148;</B>) or (ii)&nbsp;the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in the election
of directors (the <B>&#147;Outstanding Company Voting Securities&#148;</B>); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not constitute a Change of
Control: (1)&nbsp;any acquisition directly from the Company, (2)&nbsp;any acquisition by the Company,
(3)&nbsp;any acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company, or (4)&nbsp;any acquisition by any
corporation pursuant to a transaction which complies with clauses (1)&nbsp;and (2)&nbsp;of subsection
(iii)&nbsp;of this definition;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) individuals who, as of the date hereof, constitute the Board (the <B>&#147;Incumbent
Board&#148;</B>) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company&#146;s shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a <B>&#147;Business
Combination&#148;</B>), in each case, unless, following such Business Combination, (1)&nbsp;all or
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and
the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation resulting from
such Business Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company&#146;s assets either
directly or through one or more subsidiaries) and in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, and (2)&nbsp;at least
a majority of the members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such Business Combination; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;QUALIFYING TERMINATION<B><I>. </I></B>If, prior to Executive&#146;s attainment of age 65, Executive&#146;s
employment is involuntarily terminated by the Company without Cause (and other than due to his
Disability) or is voluntarily terminated by Executive for Good Reason, in either case only during
the period commencing on the occurrence of a Change in Control of the Company and ending on the
second anniversary of date of the Change in Control (<B>&#147;Protection Period&#148;</B>), then the Company shall
pay or provide Executive with:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Executive&#146;s Accrued Obligations, payable in accordance with Section&nbsp;8(a)(i);
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the
date of termination, payable when bonuses are paid generally to senior executives for such
year;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the
amount of which shall be based on target performance and a fraction, the numerator of which
is the number of days elapsed during the performance year through the date of termination and
the denominator of which is&nbsp;365, which pro-rated bonus shall be paid when bonuses are paid
generally to senior executives for such year;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) A lump sum severance payment in the aggregate amount equal to the product of (A)
the sum of (1)&nbsp;Executive&#146;s highest Base Salary during the Protection Period plus (2)&nbsp;his
annual target bonus multiplied by (B)&nbsp;two (2);
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) Subject to Executive&#146;s continued co-payment of premiums, continued participation for
two (2)&nbsp;years in the Company&#146;s medical benefits plan which covers Executive and his eligible
dependents upon the same terms and conditions (except for the requirements of Executive&#146;s
continued employment) in effect for active employees
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">of the Company. In the event Executive obtains other employment that offers
substantially similar or more favorable medical benefits, such continuation of coverage by
the Company under this subsection shall immediately cease. The continuation of health
benefits under this subsection shall reduce the period of coverage and count against
Executive&#146;s right to healthcare continuation benefits under COBRA; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) Payments falling under Section&nbsp;8(c)iv shall be paid in a lump sum within ten (10)
business days after the Executive&#146;s receipt of the calculation from a specified advisor.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;EXCISE TAX.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) If it is determined that any amount, right or benefit paid or payable (or otherwise
provided or to be provided) to the Executive by the Company or any of its affiliates under
this Agreement or any other plan, program or arrangement under which Executive participates
or is a party, other than amounts payable under this Section&nbsp;10(d), (collectively, the
<B>&#147;Payments&#148;</B>), would constitute an &#147;excess parachute payment&#148; within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (<B>&#147;Code&#148;</B>), subject to the excise tax
imposed by Section&nbsp;4999 of the Code, as amended from time to time (the <B>&#147;Excise Tax&#148;</B>), and the
present value of such Payments (calculated in a manner consistent with that set forth in the
applicable regulations promulgated under Section&nbsp;280G of the Code) is equal to or less than
110% of the threshold at which such amount becomes an &#147;excess parachute payment,&#148; then the
amount of the Payments payable to the Executive under this Agreement shall be reduced (a
<B>&#147;Reduction&#148;</B>) to the extent necessary so that no portion of such Payments payable to the
Executive is subject to the Excise Tax.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) In the event it shall be determined that the amount of the Payments payable to the
Executive is more than 110% greater than the threshold at which such amount becomes an
&#147;excess parachute payment,&#148; then the Executive shall be entitled to receive an additional
payment from the Company (a <B>&#147;Gross-Up Payment&#148;</B>) in an amount such that, after payment by the
Executive of all taxes (including any interest or penalties imposed with respect to such
taxes), including, without limitation, any income and employment taxes and Excise Tax imposed
upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to
the Excise Tax imposed upon the Payments.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) All determinations required to be made under this Section&nbsp;10(d), including whether
and when a Gross-Up Payment or a Reduction is required, the amount of such Gross-Up Payment
or Reduction and the assumptions to be utilized in arriving at such determination, shall be
made by an independent, nationally recognized accounting firm mutually acceptable to the
Company and the Executive (the <B>&#147;Auditor&#148;</B>); provided that in the event a Reduction is
determined to be required, the Executive may determine which Payments shall be reduced in
order to comply with the provisions of this Section&nbsp;10(d). The Auditor shall promptly
provide detailed supporting calculations to both the Company and Executive following any
determination that a Reduction or Gross-Up Payment is necessary. All fees and expenses of
the Auditor shall be paid by the Company.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Any Gross-Up Payment, as determined pursuant to this Section&nbsp;10(d), shall be paid by the
Company to the Executive within five (5)&nbsp;days of the receipt of the Auditor&#146;s determination.
All determinations made by the Auditor shall be binding upon the Company and the Executive;
provided that if, notwithstanding the Auditor&#146;s initial determination, the Internal Revenue
Service (or other applicable taxing authority) determines that an additional Excise Tax is
due with respect to the Payments, then the Auditor shall recalculate the amount of the
Gross-Up Payment or Reduction Amount, if applicable, based upon the determinations made by
the Internal Revenue Service (or other applicable taxing authority) after taking into account
any additional interest and penalties (the <B>&#147;Recalculated Amount&#148;</B>) and the Company shall pay
to the Executive the excess of the Recalculated Amount over the Gross-Up Payment initially
paid to the Executive or the amount of the Payments after the Reduction, as applicable,
within five (5)&nbsp;days of the receipt of the Auditor&#146;s recalculation the Gross-Up Payment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<B>LONG-TERM AWARDS</B>. All of Executive&#146;s stock options, stock appreciation rights, restricted
stock units, performance share units and any other long-term incentive awards granted under any
long-term incentive plan of the Company, whether granted before or after the Effective Date
(collectively <B>&#147;Long-Term Awards&#148;</B>), shall remain in effect in accordance with their terms and
conditions, including with respect to the consequences of the termination of Executive&#146;s employment
or a change in control, and shall not be in any way amended, modified or affected by this
Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<B>EXECUTIVE COVENANTS</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;CONFIDENTIALITY. Executive agrees that Executive shall not, commencing on the date hereof
and at all times thereafter, directly or indirectly, use, make available, sell, disclose or
otherwise communicate to any person, other than in the course of Executive&#146;s employment and for the
benefit of the Company, any nonpublic, proprietary or confidential information, knowledge or data
relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall
have been obtained by Executive during Executive&#146;s employment by the Company. The foregoing shall
not apply to information that (i)&nbsp;was known to the public prior to its disclosure to Executive;
(ii)&nbsp;becomes known to the public subsequent to disclosure to Executive through no wrongful act of
Executive or any representative of Executive; or (iii)&nbsp;Executive is required to disclose by
applicable law, regulation or legal process (provided that Executive provides the Company with
prior notice of the contemplated disclosure and reasonably cooperates with the Company at its
expense in seeking a protective order or other appropriate protection of such information).
Notwithstanding clauses (i)&nbsp;and (ii)&nbsp;of the preceding sentence, Executive&#146;s obligation to maintain
such disclosed information in confidence shall not terminate where only portions of the information
are in the public domain.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;NONSOLICITATION. Commencing on the date hereof, and continuing during Executive&#146;s
employment with the Company and for the twelve (12)&nbsp;month period following termination of
Executive&#146;s employment for any reason (a twenty-four (24)&nbsp;month post-employment period in the event
of a termination of Executive&#146;s employment for any reason at any time during a Protection Period)
(<B>&#147;Restricted Period&#148;</B>), Executive agrees that Executive shall not, without the prior written consent
of the Company, directly or indirectly, individually or on behalf of any other person, firm,
corporation or other entity: (i)&nbsp;solicit, recruit or employ
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(whether as an employee, officer, director, agent, consultant or independent contractor) any
person who was or is at any time during the six (6)&nbsp;months preceding Executive&#146;s termination of
employment an employee, representative, officer or director of the Company; (ii)&nbsp;take any action to
encourage or induce any employee, representative, officer or director of the Company to cease their
relationship with the Company for any reason; or (iii)&nbsp;knowingly solicit, aid or induce any
customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then
sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation
or other entity or assist or aid any other persons or entity in identifying or soliciting any such
customer.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;NONCOMPETITION. Executive acknowledges that Executive performs services of a unique
nature for the Company that are irreplaceable, and that Executive&#146;s performance of such services to
a competing business will result in irreparable harm to the Company. Accordingly, during the
Restricted Period, Executive agrees that Executive shall not, directly or indirectly, own, manage,
operate, control, be employed by (whether as an employee, consultant, independent contractor or
otherwise, and whether or not for compensation) or render services to any person, firm, corporation
or other entity, in whatever form, engaged in any business of the same type as any business in
which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or
in which they have proposed, on or prior to such date, to be engaged in on or after such date at
any time during the twelve (12)-month period ending with the date of termination for any reason (a
twenty-four month post-employment period in the event of termination of Executive&#146;s employment for
any reason at any time during a Protection Period) , in any locale of any country in which the
Company conducts business. This Section 12(c) shall not prevent Executive from owning not more
than two percent (2%) of the total shares of all classes of stock outstanding of any publicly held
entity engaged in such business.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;NONDISPARAGEMENT. Each of Executive and the Company (for purposes hereof, &#147;the Company&#148;
shall mean only (i)&nbsp;the Company by press release or other formally released announcement and (ii)
the executive officers and directors thereof and not any other employees) agrees not to make any
public statements that disparage the other party, or in the case of the Company, its respective
affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing,
statements made in the course of sworn testimony in administrative, judicial or arbitral
proceedings (including, without limitation, depositions in connection with such proceedings)&nbsp;shall
not be subject to this Section&nbsp;12(d). Executive&#146;s provision shall also not cover normal
competitive statements which do not cite Executive&#146;s employment by the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;RETURN OF COMPANY PROPERTY AND RECORDS. Executive agrees that upon termination of
Executive&#146;s employment, for any cause whatsoever, Executive will surrender to the Company in good
condition (reasonable wear and tear excepted) all property and equipment belonging to the Company
and all records kept by Executive containing the names, addresses or any other information with
regard to customers or customer contacts of the Company, or concerning any proprietary or
confidential information of the Company or any operational, financial or other documents given to
Executive during Executive&#146;s employment with the Company.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;COOPERATION. Executive agrees that, following termination of Executive&#146;s employment for
any reason, Executive shall upon reasonable advance notice, and to the extent it does not interfere
with previously scheduled travel plans and does not unreasonably interfere with other business
activities or employment obligations, assist and cooperate with the Company with regard to any
matter or project in which Executive was involved during Executive&#146;s employment, including any
litigation. The Company shall compensate Executive for reasonable expenses incurred in connection
with such cooperation and assistance.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;ASSIGNMENT OF INVENTIONS. Executive will promptly communicate and disclose in writing to
the Company all inventions and developments including software, whether patentable or not, as well
as patents and patent applications (hereinafter collectively called &#147;<B>Inventions</B>&#148;), made, conceived,
developed, or purchased by Executive, or under which Executive acquires the right to grant licenses
or to become licensed, alone or jointly with others, which have arisen or jointly with others,
which have arisen or may arise out of Executive&#146;s employment, or relate to any matters pertaining
to, or useful in connection therewith, the business or affairs of the Company or any of its
subsidiaries. Included herein as if developed during the employment period is any specialized
equipment and software developed for use in the business of the Company. All of Executive&#146;s right,
title and interest in, to, and under all such Inventions, licenses, and right to grant licenses
shall be the sole property of the Company. Any such Inventions disclosed to anyone by Executive
within one (1)&nbsp;year after the termination of employment for any cause whatsoever shall be deemed to
have been made or conceived by Executive during the Term. As to all such Inventions, Executive
will, upon request of the Company execute all documents which the Company deems necessary or proper
to enable it to establish title to such Inventions or other rights, and to enable it to file and
prosecute applications for letters patent of the United States and any foreign country; and do all
things (including the giving of evidence in suits and other proceedings) which the Company deems
necessary or proper to obtain, maintain, or assert patents for any and all such Inventions or to
assert its rights in any Inventions not patented.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;EQUITABLE RELIEF AND OTHER REMEDIES. The parties acknowledge and agree that the other
party&#146;s remedies at law for a breach or threatened breach of any of the provisions of this Section
12 would be inadequate and, in recognition of this fact, the parties agree that, in the event of
such a breach or threatened breach, in addition to any remedies at law, the other party, without
posting any bond, shall be entitled to obtain equitable relief in the form of specific performance,
temporary restraining order, a temporary or permanent injunction or any other equitable remedy
which may then be available.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;REFORMATION. If it is determined by a court of competent jurisdiction in any state that
any restriction in this Section&nbsp;12 is excessive in duration or scope or is unreasonable or
unenforceable under the laws of that state, it is the intention of the parties that such
restriction may be modified or amended by the court to render it enforceable to the maximum extent
permitted by the law of that state.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;SURVIVAL OF PROVISIONS. The obligations of Executive set forth in this Section&nbsp;12 shall
survive the termination of Executive&#146;s employment by the Company and the termination or expiration
of this Agreement and shall be fully enforceable thereafter.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<B>NO ASSIGNMENTS</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;This Agreement is personal to each of the parties hereto. Except as provided in Section
13(b) below, no party may assign or delegate any rights or obligations hereunder without first
obtaining the written consent of the other party hereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company shall assign this Agreement to any successor to all or substantially all of
the business or assets of the Company provided that the Company shall require such successor to
expressly assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken place and shall deliver
a copy of such assignment to Executive.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<B>NOTICE</B>. For the purpose of this Agreement, notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly given (a)&nbsp;on the
date of delivery if delivered by hand, (b)&nbsp;on the first business day following the date of deposit
if delivered by guaranteed overnight delivery service, or (d)&nbsp;on the fourth business day following
the date delivered or mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">If to Executive:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Louis Pace<BR>
XXXXXXXX<BR>
XXXXX, XX
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">If to the Company:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Belden Inc.<BR>
7701 Forsyth Boulevard<BR>
Suite&nbsp;800<BR>
St. Louis, Missouri 63105<BR>
Attn: General Counsel
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or to such other address as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<B>SECTION HEADINGS; INCONSISTENCY</B>. The section headings used in this Agreement are included
solely for convenience and shall not affect, or be used in connection with, the interpretation of
this Agreement. In the event of any inconsistency between this Agreement and any other agreement
(including but not limited to any option, long-term incentive or other equity award agreement),
plan, program, policy or practice of the Company, the terms of this Agreement shall control.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<B>SEVERABILITY</B>. The provisions of this Agreement shall be deemed severable and the
invalidity of unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;<B>ARBITRATION</B>. Any dispute or controversy arising under or in connection with this
Agreement, other than injunctive relief under Section&nbsp;12(h)&nbsp;hereof or damages for breach of
Section&nbsp;12, shall be settled exclusively by arbitration, conducted before a single arbitrator in
St. Louis, Missouri, administered by the American Arbitration Association (&#147;<B>AAA</B>&#148;) in accordance
with its Commercial Arbitration Rules then in effect. The single arbitrator shall be selected by
the mutual agreement of the Company and Executive, unless the parties are unable to agree to an
arbitrator, in which case, the arbitrator will be selected under the procedures of the AAA. The
arbitrator will have the authority to permit discovery and to follow the procedures that Executive
or she determines to be appropriate. The arbitrator will have no power to award consequential
(including lost profits), punitive or exemplary damages. The decision of the arbitrator will be
final and binding upon the parties hereto. Judgment may be entered on the arbitrator&#146;s award in
any court having jurisdiction. Each party shall bear its own legal fees and costs and equally
divide the forum fees and cost of the arbitrator.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;<B>INDEMNIFICATION; LIABILITY INSURANCE</B>. The Company and Executive shall enter into the
Company&#146;s standard form of indemnification agreement governing his conduct as an officer and
director of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;<B>AMENDMENTS; WAIVER</B>. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed by Executive and
such officer or director as may be designated by the Board. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;<B>ENTIRE AGREEMENT; MISCELLANEOUS</B>. This Agreement together with all exhibits hereto sets
forth the entire agreement of the parties hereto in respect of the subject matter contained herein.
No agreements or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of Delaware without regard to its conflicts of law principles.
The descriptive headings in this Agreement are inserted for convenience of reference only and are
not intended to be part of or to affect the meaning or interpretation of this Agreement. The use
of the word &#147;including&#148; in this Agreement shall be by way of example rather than by limitation and
of the word &#147;or&#148; shall be inclusive and not exclusive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;<B>CODE SECTION&nbsp;409A</B>. It is intended that any amounts payable under this Agreement and the
Company&#146;s and Executive&#146;s exercise of authority or discretion hereunder shall comply with the
provisions of Section&nbsp;409A of the Code and the treasury regulations relating thereto so as not to
subject Executive to the payment of interest and tax penalty which may be imposed under
Section&nbsp;409A. In furtherance of this interest, anything to the contrary
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">herein notwithstanding, no amounts shall be payable to Executive before such time as such
payment fully complies with the provisions of Section&nbsp;409A and, to the extent that any regulations
or other guidance issued under Section&nbsp;409A after the date of this Agreement would result in
Executive being subject to payment of interest and tax penalty under Section&nbsp;409A, the parties
agree to amend this Agreement in order to bring this Agreement into compliance with Section&nbsp;409A.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;<B>FULL SETTLEMENT</B>. Except as set forth in this Agreement, the Company&#146;s obligation to make
the payments provided for in this Agreement and otherwise to perform its obligations hereunder
shall not be affected by any circumstances, including without limitation, set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have against Executive or
others, except to the extent any amounts are due the Company or its subsidiaries or affiliates
pursuant to a judgment against Executive. In no event shall Executive be obliged to seek other
employment or take any other action by way of mitigation of the amounts payable to Executive under
any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced
by any compensation earned by Executive as a result of employment by another employer, except as
set forth in this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;23.&nbsp;<B>WITHHOLDING</B>. The Company may withhold from any and all amounts payable under this
Agreement such federal, state and local taxes as may be required to be withheld pursuant to any
applicable law or regulation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;24.&nbsp;<B>AGREEMENT OF THE PARTIES</B>. The language used in this Agreement will be deemed to be the
language chosen by the parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party hereto. Neither Executive nor the Company shall be
entitled to any presumption in connection with any determination made hereunder in connection with
any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;25.&nbsp;<B>COUNTERPARTS</B>. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and the same instruments.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the parties hereto have executed this Agreement as of the date and year
first written above.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>BELDEN INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ John Stroup
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<tr><td>&nbsp;</td></tr>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="2" valign="top">Name:</TD>
    <TD align="left">John Stroup&nbsp;&nbsp;&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Louis Pace
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Louis Pace&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT A</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>GENERAL RELEASE OF ALL CLAIMS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;For and in consideration of the promises made in the Executive Employment Agreement
(defined below), the adequacy of which is hereby acknowledged, the undersigned (<B>&#147;Executive&#148;</B>), for
himself, his heirs, administrators, legal representatives, executors, successors, assigns, and all
other persons claiming through Executive, if any (collectively, <B>&#147;Releasers&#148;</B>), does hereby release,
waive, and forever discharge Belden Inc. (<B>&#147;Company&#148;</B>), the Company&#146;s subsidiaries, parents,
affiliates, related organizations, employees, officers, directors, attorneys, successors, and
assigns (collectively, the <B>&#147;Releasees&#148;</B>) from, and does fully waive any obligations of Releasees to
Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or
claims for relief, remuneration, sums of money, accounts or expenses (including attorneys&#146; fees and
costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore
has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in
consequence of, arising out of, or in any way relating to Executive&#146;s employment with the Company
or any of its affiliates or the termination of Executive&#146;s employment. The foregoing release and
discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any
obligations or causes of action arising from such claims, under common law including wrongful or
retaliatory discharge, breach of contract (including but not limited to any claims under the
Employment Agreement between the Company and Executive, dated September&nbsp;18, 2007, (the <B>&#147;Employment
Agreement&#148;</B>) and any claims under any stock option and restricted stock units agreements between
Executive and the Company) and any action arising in tort including libel, slander, defamation or
intentional infliction of emotional distress, and claims under any federal, state or local statute
including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42
U.S.C. &#167; 1981), the National Labor Relations Act, the Age Discrimination in Employment Act (ADEA),
the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act
of 1973, the Missouri Human Rights Act (R.S. MO Section&nbsp;213.010 <I>et seq</I>.), or the discrimination or
employment laws of any state or municipality, or any claims under any express or implied contract
which Releasers may claim existed with Releasees. This release and waiver does not apply to any
claims or rights that may arise after the date Executive signs this General Release. The foregoing
release does not apply to any claims of indemnification under the Employment Agreement or a
separate indemnification agreement with the Company or rights of coverage under directors and
officers liability insurance.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Excluded from this release and waiver are any claims which cannot be waived by law,
including but not limited to the right to participate in an investigation conducted by certain
government agencies. Executive does, however, waive Executive&#146;s right to any monetary recovery
should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on
Executive&#146;s behalf. Executive represents and warrants that Executive has not filed any complaint,
charge, or lawsuit against the Releasees with any government agency or any court.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Executive agrees never to sue Releasees in any forum for any claim covered by the above
waiver and release language, except that Executive may bring a claim under the ADEA to challenge
this General Release or as otherwise provided in this General Release. If
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Executive violates this General Release by suing Releasees, other than under the ADEA or as
otherwise set forth in Section&nbsp;1 hereof, Executive shall be liable to the Company for its
reasonable attorneys&#146; fees and other litigation costs incurred in defending against such a suit.
Nothing in this General Release is intended to reflect any party&#146;s belief that Executive&#146;s waiver
of claims under ADEA is invalid or unenforceable, it being the interest of the parties that such
claims are waived.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;Executive acknowledges, agrees and affirms that he is subject to certain post-employment
covenants pursuant to Section&nbsp;12 of the Employment Agreement, which covenants survive the
termination of his employment and the execution of this General Release.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;Executive acknowledges and recites that:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Executive has executed this General Release knowingly and voluntarily;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Executive has read and understands this General Release in its entirety;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Executive has been advised and directed orally and in writing (and this subparagraph (c)
constitutes such written direction) to seek legal counsel and any other advice he wishes with
respect to the terms of this General Release before executing it;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Executive&#146;s execution of this General Release has not been coerced by any employee or
agent of the Company; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Executive has been offered twenty-one (21)&nbsp;calendar days after receipt of this General
Release to consider its terms before executing it.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;This General Release shall be governed by the internal laws (and not the choice of laws) of
the State of Delaware, except for the application of pre-emptive Federal law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;Executive shall have seven (7)&nbsp;days from the date hereof to revoke this General Release by
providing written notice of the revocation to the Company, as provided in Section&nbsp;14 of the
Employment Agreement, upon which revocation this General Release shall be unenforceable and null
and void and in the absence of such revocation this General Release shall be binding and
irrevocable by Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">EXECUTIVE:</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Louis Pace</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



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