(Revised February 20, 2008)
Objective and Eligibility
The Belden Inc. Annual Cash Incentive Plan
(the Plan) is designed to (1) attract, motivate and
retain key talent, (2) reward participants for individual and company performance and (3) align
management and shareholder interests.
Participation in the Plan is limited to active, full-time exempt employees of the Company and its
subsidiaries, who fall within certain salary grades, provided that they are not a covered
participant in another annual cash incentive plan
and they have been approved for inclusion in the
Plan by the Companys CEO. New hires and associates who have been promoted, transferred or
reclassified into a covered position during the Plan year will be eligible to participate on a
prorated basis based on the number of months of Plan eligibility. An individual must be hired,
promoted, transferred or reclassified on or before the 15th
day of the calendar month to
receive credit for that month.
Participants who are transferred to disability status will be paid according to Belden CDTs short-
and/or long-term disability plan and are ineligible for incentive earnings during the period of
disability. Participants who are on an approved leave of absence are not entitled to earn
performance credit during the period of the leave.
Award levels will be calculated as a percent (which may exceed 100%) of salary. For purposes of
the incentive calculation, each employees base salary as of a certain date will be used. In the
case of promotions and associated salary increases, the payment will be prorated. For the CEO and
the other most highly paid officers of the Company and its subsidiaries who are covered employees
as defined in Section 162(m) of the Internal Revenue Code (the Highly Compensated Participants),
payment of the award shall be based solely on the attainment of performance goals as provided
below. For all other Plan participants, discretion may be used to adjust award payments that would
otherwise result from the attainment of the performance goals based on individual participant
performance, as determined by the Compensation Committee of the Companys Board of Directors (the
Performance goals, including their measures and weights, shall be established annually by the
Committee. Performance criteria used by the Committee to establish performance goals shall include
one or any combination of the following, which may be measured on either a relative or absolute
basis with respect to the Company or one or more of its
subsidiaries or business units: (i) return on equity, assets, capital or investment; (ii) measures
of profitability, including operating income, net income from continuing operations, net income, or
pre-tax or after-tax earnings per share; (iii) the control or reduction in the level of working
capital; (iv) economic value added; (v) revenues or sales; (vi) EBITDA; (vii) EBITDA margin; (viii)
operating margin; (ix) cash flow or similar measure; (x) total shareholder return; (xi) change in
the market price of the Common Stock; or (xii) market share. The performance goals established by
the Committee for each award will specify achievement targets with respect to each applicable
performance criterion (including a threshold level of performance below which no amount will become
payable with respect to such award). The performance goals established by the Committee may be (but
need not be) different for each performance period.
For Highly Compensated Participants, the Committee shall determine whether the performance goals
have been met. For any award, the Committee may provide in the original terms of an award that any
determination of such financial performance may include or exclude the impact of the occurrence of
one or more of the following events during the performance period (Unusual Events): asset
write-downs; gain or loss on the sale or disposal of businesses or significant assets; the effect
of changes in tax laws, accounting principles or policies, or other laws or provisions affecting
reported results; reorganization or restructuring programs; extraordinary nonrecurring items as
described in Accounting Principles Board Opinion No. 30 or in the MD&A of the Companys quarterly
reports or annual report to shareholders; the effect of acquisitions, mergers, joint ventures or
divestitures; plant start-up costs; costs associated with plant or other facility shutdowns; stock
compensation expenses; or costs associated with executive succession (including severance).
Payment shall be made with respect to an award to a Highly Compensated Participant only after the
attainment of the applicable performance goals has been certified in writing by the Committee. The
Committee may, at its sole discretion, reduce the amount otherwise payable under the original terms
of an outstanding award to a Highly Compensated Participant, but shall have no discretion to
increase the amount otherwise payable.
For all Plan participants other than Highly Compensated Participants, the Committee shall in its
discretion determine whether the performance goals have been met, including whether to include or
exclude any Unusual Events.
All determinations by the Committee shall be final and binding on all participants.
The amount of any award to any participant under the Plan shall in no event exceed $5 million (five
million dollars) per Plan year.
January 1 through December 31.
Awards will be paid prior to the end of the first quarter of the year following the Plan
year except in the absence of information required to report or calculate payment. Unless
otherwise determined by the Committee in its discretion with respect to participants other than
Highly Compensated Participants, participants must be on the payroll on the payment date to receive
the incentive award, provided that any participant who retires or who is terminated by the Company
without cause after December 31 of the Plan year but before the payment date shall be entitled to
payment. To meet the requirements of the Internal Revenue Code Section 409A, all awards shall be
paid no later than two and one-half (2 1/2) months after the end of the year in which the
participant becomes vested in the right to receive the award.
Benefits and Tax Treatment
Award payments are subject to normal payroll taxes and withholding. Eligibility for inclusion in
pension contributions varies by country and pension plan design provisions. Consult your local
human resources department for questions on this matter.
The Annual Cash Incentive Plan
will be overseen by the President & CEO, the Vice President of Human
Resources, and the Chief Financial Officer. They, in turn, will report to the Committee.
Subject to the above provisions of this Plan, these individuals are responsible for:
||Examination of extraordinary circumstances;
||Approval of performance standards (i.e. goals, payouts, etc.); and
||Review and approval of performance achievement levels and awards
Issues concerning plan administration will be first taken up with the Vice President of Human
Resources; next level of review will be the CEO.
This Plan shall not be construed as an employment contract with Belden CDT Inc
. or any affiliate
nor is it a guarantee of compensation or benefits. This Plan may be suspended, modified, revoked
or terminated in its entirety, or any portion thereof, at any time for any reason and without
notice, by the Company.