[Xxxxxx CDT Logo]
EXHIBIT 10.01
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
GRANTED TO: GRANT DATE NUMBER OF SHARES OF XXXXXX CDT INC. COMMON STOCK
MAY 18, 2005 2,500
This Agreement is made between Xxxxxx CDT Inc., a Delaware corporation, having
its principal office in St. Louis, Missouri (the "Company"), and the
undersigned, a non-employee director of the Company.
The parties have agreed as follows:
1. Pursuant to the 2001 Cable Design Technologies Corporation Long-Term
Performance Incentive Plan (the "Plan"), the Company grants to the
director a restricted stock award in the number of shares of the
Company's common stock, par value $.01 per share, noted above (the
"Restricted Shares"), on the grant date, subject to the following
conditions and the terms and conditions of the Plan:
(a) Transfer Restrictions. The Restricted Shares shall not be
sold, exchanged, transferred, pledged, or otherwise disposed
of before the director's departure from the Board of Directors
of the Company ("Transfer Restrictions"). The grant is subject
to forfeiture in the event the director is removed from the
Board for cause.
(b) Disability/Death. In the event of disability or death of the
director during continued service with the Company, the
Transfer Restrictions shall lapse and be of no further force
or effect and the shares shall be deemed fully vested.
(c) Transferability. Prior to the lapsing of the Transfer
Restrictions, no Restricted Shares shall be transferable by
the director except pursuant to a qualified domestic relations
order (as defined by the Internal Revenue Code).
(d) Sale of Assets/Merger. In the event of a proposed sale of all
or substantially all of the assets of the Company or the
merger of the Company pursuant to Section 14 of the Plan, the
restrictions applicable to all shares of Restricted Shares
shall lapse and such shares shall be deemed fully vested.
The Board of Directors or the Compensation Committee (the "Committee")
has the discretion to determine whether to issue share certificates for
any Restricted Shares (or to make a book-entry transfer for uncertified
shares) awarded to the director while they are subject to any Transfer
Restrictions. Thereafter, the director will be entitled to receive
share certificates (or in the Company's discretion such book-entry
shall be made) for such shares.
2. Subject to the Transfer Restrictions, the director shall have all of
the rights of a shareholder of the Company with respect to such
Restricted Shares, including the right to vote such Restricted Shares
and to receive all dividends or other distributions paid with respect
to such Restricted Shares.
3. To the extent the issuance of Restricted Shares or the lapse of
Transfer Restrictions results in the receipt of compensation to the
director, the Company is authorized to withhold from any cash
compensation then or thereafter payable to the director any tax
required to be withheld by reason of the receipt of compensation
resulting from the award, the issuance of shares or the lapse of the
Transfer Restrictions.
4. The director agrees to take any action, and consents to taking such
action by the Company, with respect to the Restricted Shares awarded by
this Agreement to achieve compliance with applicable laws or
regulations. Any determination by the Company's legal counsel with
respect to such need for any action to achieve compliance shall be
final and binding.
5. The Committee shall have authority, subject to the express provisions
of the Plan, to construe this Agreement and the Plan, to establish,
amend and rescind rules and regulations relating to the Plan, and to
make all other determinations in the judgment of the Committee
necessary or desirable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in this Agreement in the manner and to
the extent it shall deem expedient to carry out the purpose of the
Plan. All action by the Committee under the provisions of this
paragraph shall be final and binding for all purposes.
6. This Agreement shall be construed and enforced in accordance with the
laws of Delaware, other than any choice of law provisions calling for
the application of the laws of another jurisdiction.
THE RESTRICTED SHARES GRANTED UNDER THIS AGREEMENT ARE SUBJECT TO THE COMPANY'S
REGISTERING THE SHARES UNDER APPLICABLE SECURITIES LAWS.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
as of the Grant Date first above written.
XXXXXX CDT INC.
By
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X. Xxxxx Xxxxxxxxxx
President and Chief Executive Officer
Accepted:
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(Director's Signature)
