FIRST AMENDMENT TO
CHANGE OF CONTROL EMPLOYMENT AGREEMENT
This First Amendment to the Change of Control Employment Agreement dated as
of June 28, 2004 (the "Change of Control Employment Agreement") between Belden
Inc. (the "Company") and Stephen H. Johnson
is entered into as of June 28, 2004.
1. This Amendment shall become effective on the Effective Time (as defined in an
Agreement and Plan of Merger, as amended, (the "Merger Agreement"), dated
February 4, 2004 by and among the Company, BC Merger Corp. and Cable Design
Technologies Corporation ("CDT")); provided, however, that if the Effective Time
does not occur, this Amendment shall be null and void ab initio. This Amendment
shall also be null and void ab initio in the event the Company fails to satisfy
its obligations under that certain Retention and Integration Award letter
agreement entered into between the Executive and the Company on June 28, 2004
2. Section 1.5 of the Change of Control Employment Agreement is hereby amended
by adding the following at the end of such section to read as follows:
Without limiting the generality of the foregoing, the consummation of the
transactions contemplated by Merger Agreement shall constitute a Change of
Control under this Agreement (the "Belden-CDT Merger").
3. Clause (v) of Section 1.10 of the Change of Control Employment Agreement is
hereby deleted in its entirety and replaced with the following:
(v) any voluntary termination of employment by the Executive where the
Notice of Termination is delivered within 30 days of the first anniversary
of a Change of Control; provided, however, that this clause (v) may not be
invoked for any Change of Control of the Company that results solely from
the Belden-CDT Merger.
4. The Change of Control Employment Agreement is hereby amended by adding the
following new Section 26 to read as follows:
26. ASSUMPTION. At the Effective Time, (i) CDT shall automatically and
without any further action on behalf of any party unconditionally assume
all of the obligations of Belden Inc. under this Agreement as the primary
obligor and (ii) references herein to the "Company" shall be deemed
references to CDT.
5. Capitalized terms used herein, unless otherwise defined herein, have the
meaning ascribed to such terms in the Change of Control Employment Agreement
and, except as expressly provided herein all provision of the Change of Control
Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.
By: /s/ C. Baker Cunningham
C. Baker Cunningham
Executive: /s/ Stephen H. Johnson
Stephen H. Johnson
Acknowledged and agreed with respect to Section 26
CABLE DESIGN TECHNOLOGIES CORPORATION
/s/ C. Baker Cunningham