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 Cathy O. Staples is entered into as of June 28,
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/ Cathy O. Staples
Cathy O. Staples
Acknowledged and agreed with respect to Section 26
CABLE DESIGN TECHNOLOGIES CORPORATION
/s/ C. Baker Cunningham