BELDEN INC.
EXECUTIVE EMPLOYMENT AGREEMENT
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c26591exv10w1.htm
<DESCRIPTION>EXECUTIVE EMPLOYMENT AGREEMENT
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.1</B>
</DIV>


<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</b> <B>EMPLOYMENT AGREEMENT </B>(this &#147;<B>Agreement</B>&#148;) is executed as of March&nbsp;31, 2008
between Belden Inc., a Delaware corporation (the <B>&#147;Company&#148;), </B>and Steven Biegacki (the <B>&#147;Executive&#148;).</B>
</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 desires to employ Executive as its Vice President, Global Sales and
Marketing; and
</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.<B>&nbsp;POSITION/DUTIES.
</B>Executive shall serve as the Vice President, Global Sales and Marketing of
the Company. 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.<B>&nbsp;TERM
OF AGREEMENT. </B>This Agreement shall be effective on the date hereof (the <B>&#147;Effective
Date&#148;) </B>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 <B>&#147;Term.&#148;</B>
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 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 pay Executive
a base salary (the <B>&#147;Base Salary&#148;</B>) at an annual rate of $280,000,
payable in accordance with the regular payroll
practices of the Company. Executive&#146;s Base Salary shall be subject to annual
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">review by the Company&#146;s Chief Executive Officer (&#147;<b>CEO</b>&#148;) and may be increased 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
CASH INCENTIVE. </B>As of the Effective Date, Executive shall be eligible to participate
in the Company&#146;s management cash incentive plan and any successor
annual cash plans. Executive shall
have the opportunity to earn an annual target cash incentive,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.<b>&nbsp;EQUITY AWARDS.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;BUY-OUT AWARDS.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The Board or the Compensation Committee (the &#147;Committee&#148;) shall, in
accordance with the Company&#146;s standard RSU award form, award Executive as of the Effective
Date, restricted stock units (the <b>&#147;Buy-Out RSUs&#148;</b>) equal to the quotient of (A) $290,000
divided by (B)&nbsp;the closing price of Belden stock on the Effective Date. The Buy-Out RSUs
shall vest equally in three years, provided that Executive has been continuously employed by
the Company through such date for the Buy-Out RSUs to so vest, except as otherwise provided
in the award agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;2008 AWARDS
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The Board or the Committee shall award Executive as of the Effective Date
such number of performance share units (the <b>&#147;2008 PSUs&#148;</b>) as equals the quotient of (A)
$168,000 divided by (B)&nbsp;the closing price of one share of Belden stock on the Effective Date,
in accordance with the Company&#146;s standard PSU award form. Each PSU represents the right to
receive between zero and one and one-half (1.5) restricted stock units, depending on
attainment of Company performance objectives during calendar year 2008. Each such restricted
stock unit represents the right to receive one share of Belden stock, and shall vest equally
over two years, except as otherwise provided in the award agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) The Board or the Committee shall, in accordance with the Company&#146;s standard
SAR award form, award Executive as of the Effective Date, such number of stock appreciation
rights settled in shares of the Company&#146;s Common Stock (the <b>&#147;2008 SARs&#148;</b>) as equal to the
quotient of (A) $168,000 divided by (B)&nbsp;the Black-Scholes value (or other valuation method)
of one (1)&nbsp;share of Belden stock on the Effective Date as determined by the Committee or the
Board for the valuation of SAR grants to other senior executives during the 2008 fiscal year.
The 2008 SARs will be granted with an exercise price equal to the closing price of Belden
stock on the Effective Date. The 2008 SARs shall vest and become exercisable in three (3)
equal installments on the first, second and third anniversaries of the Effective Date,
provided that the Executive has been continuously employed by the Company through each such
vesting date for such installment to so vest, except as otherwise provided in the award
agreement.
</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;(c)&nbsp;LONG-TERM INCENTIVE AWARDS.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Commencing with annual awards granted to senior executives in 2009, Executive
shall be eligible for annual long-term incentive awards throughout the Term under such
long-term incentive plans and programs as may be in effect from time to time in accordance
with the Company&#146;s compensation practices and the terms and provisions of any such plans or
programs; provided, that Executive&#146;s participation in such plans and programs shall be at a
level and on terms and conditions consistent with participation by other senior executives of
the Company, as the Board or the Committee shall determine in its sole discretion, with due
consideration of Executive&#146;s position, awards granted to other senior executives of the
Company and competitive compensation data. However, provided that Executive is employed by
the Company on the date of grant, Executive shall be granted an annual long-term incentive
equity award during the 2009 fiscal year having a value on the grant date of not less than
120% of Base Salary.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) All long-term incentive awards to Executive shall be granted pursuant to
and shall be subject to all of the terms and conditions imposed upon such awards granted
under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;STOCK
OWNERSHIP. 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. Executive shall have five (5)&nbsp;years
to satisfy the stock ownership guidelines applicable to Executive. As of the Effective Date, the
Executive&#146;s annual interim target for share accumulation is 20% after the first year, 40% after the
second year, 60% after the third year, and 80% after the fourth year.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.<b>&nbsp;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 be entitled to participate in all employee benefit plans of
the Company including, but not limited to, relocation policy, 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 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.<b>&nbsp;TERMINATION.
</B>Executive&#146;s employment and the Term shall terminate on the first of the
following to occur:
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<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 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. <B>&#147;Cause&#148; </B>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;&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;&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;&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. <b>&#147;Good Reason&#148;</b> 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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Executive&#146;s Base Salary or annual target cash incentive 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;&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;&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.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to any termination by Executive for &#147;Good Reason,&#148; he shall provide the Board not less
than thirty (30)&nbsp;nor more than ninety (90)&nbsp;days&#146; notice, with specificity, of the grounds
constituting Good Reason and an opportunity within such notice period for the Company to cure such
grounds. The notice shall be given within ninety (90)&nbsp;days following the initial existence of
grounds constituting Good Reason for such notice and subsequent termination, if not so cured above,
to be effective.
</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 (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 any 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;&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, <B>&#147;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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Any unpaid cash incentive award earned with respect to any fiscal year ending
on or preceding the date of termination, payable when annual cash incentives 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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) A pro-rated annual cash incentive award for the fiscal year in which such
termination occurs, the amount of which shall be based on actual performance under the
applicable annual cash incentive 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 365, which pro-rated cash incentive award shall be paid when awards 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;&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>

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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;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;&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).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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;&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) (A)&nbsp;Executive&#146;s Accrued Obligations, payable in accordance with Section
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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Any unpaid annual cash incentive earned with respect to any fiscal year
ending on or preceding the date of termination, payable when such incentives 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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) A pro-rated annual cash incentive for the fiscal year in which such
termination occurs, the amount of which shall be based on actual performance under the
applicable annual cash incentive 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 365, which pro-rated annual cash incentive award shall be paid when awards 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;&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 cash incentive, which amount shall be payable to
Executive in equal payroll installments over a period of twelve (12)&nbsp;months;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposed of this subparagraph (iv)&nbsp;each installment severance payment to Executive
under this subparagraph (iv)&nbsp;shall be treated as a separate payment (within the meaning of
Section&nbsp;409A).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided, anything herein to the contrary notwithstanding, if on the date of
termination, Executive is a &#147;specified employee&#148; of the Company (as defined in Treasury
Regulation&nbsp;Section&nbsp;1.409A-l(i)), to the extent that such severance payments (and any
</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%">other payments and benefits provided in Section&nbsp;8) constitute a &#147;deferral of compensation&#148; under a
&#147;nonqualified deferred compensation plan&#148; under Section&nbsp;409A and Treasury Regulation&nbsp;Section
1.409A-1, the following provisions shall apply (<b>&#147;Safe Harbor and Postponement&#148;):</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
If such payments and benefits are payable on account of Executive&#146;s &#147;involuntary
separation from service&#148; (as defined in Treasury Regulation&nbsp;Section&nbsp;1.409A-l(n)), Executive
shall receive such amount of his severance payments during the six (6)-month period
immediately following the date of termination as equals the lesser of: (x)&nbsp;such severance
payment amount due Executive under Section&nbsp;8 during such six (6)-month period or (y)&nbsp;two
(2)multiplied by the compensation limit in effect under Section&nbsp;401(a)(17) of the Code,
for the calendar year in which the date of termination occurs and as otherwise provided
under Treasury Regulation&nbsp;Section&nbsp;1.409A-l(b)(9)(iii) and shall be entitled to such of his
benefits as satisfy the exception under Treasury Regulation&nbsp;Section&nbsp;1.409A-l(b)(9)(v)
<B>(&#147;Limitation Amount&#148;).</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) To the extent that, upon such &#147;involuntary separation from service,&#148; the amount
of payments and benefits that would have been payable to Executive under Section&nbsp;8 during
the six (6)-month period following the last day of his employment exceeds the Limitation
Amount, such excess shall be paid on the first regular payroll date following the
expiration of such six (6)-month period.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) If the Company reasonably determines that such
employment termination is not such an &#147;involuntary separation from service,&#148; all such
payments and benefits that would have been payable to the Executive under Section&nbsp;8 during
the six (6)-month period immediately following the date of termination, but for such
determination, shall be paid on the first regular payroll date immediately following the
expiration of such six (6)-month period following the date of termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) Any payments under this Section 8(c) that are postponed pursuant to the Safe
Harbor and Postponement shall accrue interest at an annual rate (compounded monthly) equal
to the short-term applicable federal rate (as in effect under Section 1274(d) of the Code
on the last day of the Executive&#146;s employment) plus 100 basis points, which interest shall
be paid on the first regular payroll date immediately following the expiration of the six
(6)-month period following the date of termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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
</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%">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>


<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&#148;), </B>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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The acquisition by any individual, entity or group (within the meaning of
Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
<B>&#147;Exchange Act</b>&#148;)) (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;&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;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">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;&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
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;&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. 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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Executive&#146;s Accrued Obligations, payable in accordance with Section
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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Any unpaid annual cash incentive award earned with respect to any fiscal year
ending on or preceding the date of termination, payable when awards 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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) A pro-rated annual cash incentive 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 365, which pro-rated annual cash
incentive award shall be paid when awards are paid generally to senior executives for such
year;
</DIV>

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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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) A lump sum severance payment in the aggregate amount equal to the product of (A)&nbsp;the
sum of (1)&nbsp;Executive&#146;s highest Base Salary during the Protection Period plus (2)&nbsp;his annual target
annual cash incentive award multiplied by (B)&nbsp;two (2); provided, unless the Change of Control
occurring on or preceding such termination also constitutes a 409A Change in Control, the amount
payable to Executive under this subparagraph (iv)&nbsp;shall be paid to Executive in equal payroll
installments over a period of twenty-four (24)&nbsp;months, not in a lump sum, to the extent necessary
to avoid the application of Section&nbsp;409A(a)(l)(A) and (B);
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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 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;&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; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided, to the extent applicable under Section&nbsp;409A as a &#147;deferral of compensation,&#148; and
not as a &#147;short-term deferral&#148; under Treasury Regulation&nbsp;Section&nbsp;1.409A-l(b)(4), the payments and
benefits payable to Executive under this Section 10(c) shall be subject to the Safe Harbor and
Postponement provided at Section&nbsp;8(c)(iv).
</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;&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&nbsp;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
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;&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
</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%">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;&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, 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; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) Without limiting any earlier payment provided under this Section&nbsp;10(d), the
Gross-Up Payment (or Gross-Up Payments, if applicable) payable to Executive under this
Section 10(d) shall be paid to him not later than the last day of Executive&#146;s taxable year
following the taxable year in which Executive remits the taxes owed by him that result in the
obligation of the Company to pay him such Gross-Up Payment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.<b>&nbsp;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>

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<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)was known to the public prior to its disclosure to Executive; (ii)
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)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(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
</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">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 another 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) 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>


<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 <b>&#147;Inventions&#148;</b>), 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
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /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">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&nbsp;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>


<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: 3%; margin-top: 6pt">If to Executive:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">Mr.&nbsp;Steve
Biegacki<BR>
601 East Erie Street&#151;Unit 615
</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-left: 3%; margin-top: 6pt">Milwaukee, Wisconsin 53202
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">If to the Company:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 3%; 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>

<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 12(h) hereof or damages for breach of Section
12, shall be settled exclusively by arbitration, conducted before a single arbitrator in St. Louis,
Missouri, administered by the American Arbitration Association (<b>&#147;AAA&#148;</b>)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
</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">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 is 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.<b>&nbsp;CODE SECTION 409A.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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 herein notwithstanding, no amounts shall be
payable to Executive before such time as such payment fully complies with the provisions of Section
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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;With regard to any provision herein that provides for reimbursement of expenses or in-kind
benefits, except as permitted by Section&nbsp;409A, (i)&nbsp;the right to reimbursement or in-kind benefits
is not subject to liquidation or exchange for another benefit, (ii)&nbsp;the amount of expenses eligible
for reimbursement, or in-kind benefits, provided during any taxable
year shall not affect the
expenses eligible for reimbursement, or in-kind benefits to be
provided, in any other taxable year,
other than as excepted under Treas. Reg. &#167;1.409A-3(i)(l)(iv)(B) with regard to expenses reimbursed
under any arrangement covered by Section 105(b) of the Code solely because such expenses are
subject to a limit related to the period the arrangement is in effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Without limiting the discretion of either the Company or the Executive to terminate the
Executive&#146;s employment hereunder for any reason (or no reason), solely for purposes of compliance
with 409A a termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits upon or following
a termination of employment unless such termination is also a separation from service (within the
meaning of Treasury Regulation&nbsp;Section&nbsp;1.409A-l(h)(applying the 20% default post-separation limit
thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to
a &#147;termination&#148; or &#147;termination of employment&#148; shall mean separation from service as an employee
and such payments shall
</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">thereupon be made at or following such separation from service as an employee as provided
hereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.<b>&nbsp;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.<b>&nbsp;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.<b>&nbsp;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.<b>&nbsp;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. <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 align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left" nowrap>John Stroup, President and
Chief&nbsp;Executive Officer</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 valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Steven Biegacki
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Steven Biegacki&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>
</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;Releases&#148;) </B>from, and does fully waive any obligations of Releases 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, effective as of July&nbsp;16, 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 Releases. 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 officer&#146;s 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 Releases 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 Releases 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 -->A-1<!-- /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 Releases, 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 flaws) 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="46%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
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<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><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> , 2008
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    <TD align="left" valign="top">Steven Biegacki</TD>
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