GENERAL CABLE CORP /DE/ (Form: 8-K, Received: 06/09/2015 17:14:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2015

General Cable Corporation

(Exact name of registrant as specified in its charter)




Delaware (State of incorporation)	001-12983 (Commission File Number)	06-1398235 (IRS Employer Identification No.)

4 Tesseneer Drive Highland Heights, Kentucky 41076-9753 (Address of principal executive offices, including zip code)

(859) 572-8000 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New President, Chief Executive Officer and Director

On June 8, 2015, General Cable Corporation (the “Company”) announced the hiring of Michael T. McDonnell as President and Chief Executive Officer of the Company, effective as of the commencement of his employment with the Company on July 1, 2015 (the “Effective Date”). Mr. McDonnell will also become a member of the Company’s Board of Directors on the Effective Date. Mr. McDonnell is to succeed Gregory B. Kenny who has led the Company as President and Chief Executive Officer since 2001 and who announced in October 2014 his plans to transition out of those positions. In connection with the hiring of Mr. McDonnell on June 4, 2015, the Company and Mr. Kenny agreed that Mr. Kenny will retire as an employee and member of the Board of Directors of the Company as of the Effective Date. The Company expects to enter into a consulting agreement with Mr. Kenny in connection with his retirement pursuant to which he will provide transition services to the Company through the end of the year.

Mr. McDonnell, age 58, was Chairman, President and Chief Executive Officer of TPC Group, Inc., a $2.5 billion leading processor and producer of value-added products derived from petrochemicals that are sold into a wide range of performance, specialty and intermediate markets. Prior to joining TPC Group, he was President, Chief Executive Officer and Executive Director of Pregis Corporation from 2006 to 2011, a leading global specialty packaging and hospital supply products company with 47 facilities in 18 countries. In that role, he built a standalone corporation from its prior parent company, Pactiv. Previously, Mr. McDonnell was Group Vice President, Environmental Technologies of Engelhard Corporation from 2002 to 2006 and Vice President of a chemicals division for Cytec Industries from 1998 to 2002. In his roles at Engelhard and Cytec, Mr. McDonnell grew global businesses of specialty chemicals and materials focused on value-added products. Early in his career he also served in progressively responsible management roles with Henkel Corporation and DuPont.

There are no family relationships between Mr. McDonnell and any director or executive officer of the Company, there are no arrangements or understandings pursuant to which Mr. McDonnell was appointed as an officer or director and there are no related party transactions between the Company and Mr. McDonnell.

Compensation of the New President and Chief Executive Officer

In connection with Mr. McDonnell’s appointment as President and Chief Executive Officer, the Company entered into an offer letter (the “Offer Letter”) with Mr. McDonnell. The Offer Letter provides that Mr. McDonnell’s employment will be on an at-will basis and provides Mr. McDonnell an initial base salary of $925,000, which will be reviewed annually by the Compensation Committee but may not be decreased without Mr. McDonnell’s consent unless such decrease is consistent with an across the board decrease in all executive officers’ base salary. In addition, the Offer Letter provides that Mr. McDonnell will:


•	participate in the Company’s Annual Incentive Plan with an annual bonus target opportunity of 100% of base salary (pro-rated to $462,500 for 2015) up to a maximum payout equal to 200% of target, subject to the achievement of performance goals established by the Compensation Committee;


•	receive a sign-on bonus of $500,000, which bonus would be subject to a pro-rata reimbursement mechanism should Mr. McDonnell’s employment terminate in specified circumstances within two years after the Effective Date;


•	participate in the General Cable Corporation Stock Incentive Plan (the “Equity Plan”) with an annual long-term incentive compensation target of $3.6 million commencing in 2016;


•	receive the following initial equity grants under the Equity Plan on the Effective Date:

◦

Stock options (the “Options”) with a grant date fair value equal to $2 million. The Options will vest ratably on the first three anniversaries of the date of grant. The Options will become fully vested in the event of Mr. McDonnell’s death or Disability prior to the last vesting date. If Mr. McDonnell’s employment is terminated by the Company without Cause or by Mr. McDonnell for Good Reason upon or within 12 months following a Change in Control, any unvested portion of the Options will vest in full.

◦

Restricted stock units (the “RSUs”) with a value equal to $2.5 million, measured based on the average closing price of the Company’s common stock over the 20 trading day period ending on (and including) the trading day before the date of grant. If the Company achieves a specified performance goal for the applicable calendar year, and if Mr. McDonnell continues in employment through the end of the applicable calendar year, one-third of the RSUs will vest on each of December 31, 2015, December 31, 2016, and December 31, 2017. Under the vesting terms, if Mr. McDonnell continues in employment: (i) one-third of the RSUs will vest if the Company achieves a specified performance goal for the 2015 calendar year; (ii) one-third of the RSUs (plus any unvested portion of the RSUs attributable to the 2015 calendar year) will vest if the Company achieves a specified performance goal for the 2016 calendar year; and (iii) the remaining one-third of the RSUs (plus any unvested portion of the RSUs attributable to the 2015 and/or 2016 calendar years) will vest if the Company achieves a specified performance goal for the 2017 calendar year. In each case, vesting is contingent upon certification by the Compensation Committee that the applicable performance condition has been achieved.

Any unvested portion of the RSUs will become fully vested in the event of Mr. McDonnell’s death or Disability. If Mr. McDonnell’s employment is terminated by the Company without Cause or by Mr. McDonnell for Good Reason upon or within 12 months following a Change in Control, any unvested portion of the RSUs will become fully vested.

◦

Performance stock units (the “PSUs”) with a target value equal to $2.5 million, measured based on the average closing price of the Company’s common stock over the 20 trading day period ending on (and including) the trading day before the date of grant. All or a portion of the PSUs will vest based upon the Company’s achievement of performance goals established by the Compensation Committee for the performance period beginning on January 1, 2015 and ending on December 31, 2017 (the “Performance Period”), if Mr. McDonnell continues in employment through the end of the Performance Period. Based on the performance at the end of the three-year period, Mr. McDonnell may earn less or more than the target award granted. The maximum payout is 200%.

A pro-rata portion of the target amount of the PSUs will vest in the event of Mr. McDonnell’s death prior to the end of the Performance Period, and a pro-rata portion of the PSUs will vest if Mr. McDonnell terminates employment on account of Disability prior to the end of the Performance Period to the extent the applicable performance goals are achieved. If a Change in Control occurs prior to the end of the Performance Period, achievement of the performance goals will be measured as of the Change in Control, and vesting of the PSUs will remain subject to Mr. McDonnell’s continued employment through the end of the Performance Period, unless earlier terminated on account of death or Disability, or in the event Mr. McDonnell’s employment is terminated by the Company without Cause or by Mr. McDonnell for Good Reason upon or within 12 months following a Change in Control.


•	participate in the Company’s employee benefit plans and be eligible for three weeks of paid vacation annually;


•	entitled to receive relocation benefits under the Company’s executive relocation policy, tax assistance consistent with Company practice for certain relocation expenses, and temporary housing for up to six months;


•	participate in the General Cable Corporation 2014 Executive Officer Severance Benefit Plan.

Mr. McDonnell will be subject to the restrictions in the Company’s Non-Solicitation and Non-Disclosure Agreement applicable to all of the Company’s new employees.

The above summary of Mr. McDonnell’s Offer Letter and equity awards is qualified in its entirety by reference to the complete text of the Offer Letter and form of grant agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report and are incorporated herein by reference. Unless otherwise specified, all capitalized terms shall have the meaning set forth in the applicable plan document or grant agreement.

Amendment of Mr. Kenny’s Stock Option Agreements

In connection with Mr. Kenny’s anticipated retirement, on June 4, 2015 the Compensation Committee approved an amendment (the “Option Amendment”) to the stock options granted to Mr. Kenny in 2006, 2007, 2008, 2009 and 2010. The Option Amendment extends the expiration date of those stock options to the earlier of the third anniversary of the date of Mr. Kenny’s retirement or the expiration of the term of the applicable stock option. Prior to the Option Amendment, each of the applicable stock options would have expired 90 days following retirement.

Approval of Form Grant Agreements

On June 4, 2015, the Compensation Committee approved forms of grant agreements to be used for the grant of stock options, restricted stock units and performance stock units to executive officers under the Equity Plan, including the initial grants to be made to Mr. McDonnell described above. The forms of grant agreements are attached hereto as Exhibits 10.2, 10.3, and 10.4 and are incorporated herein by reference.

On June 4, 2015, the Compensation Committee also approved a form of grant agreement to be used for the grant of long-term incentive cash awards (“Cash Awards”) to executive officers under the Equity Plan. The Cash Awards contain terms and conditions similar to those of the RSUs, except that they are payable in cash. The form of grant agreement is attached hereto as Exhibit 10.5 and is incorporated herein by reference

Item 7.01 Regulation FD Disclosure.

On June 8, 2015, the Company issued a press release announcing the hiring of Mr. McDonnell as President and Chief Executive Officer. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Offer Letter, dated June 4, 2015, by and between the Company and Michael McDonnell


10.2	Form of Stock Option Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan


10.3	Form of Restricted Stock Unit Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan


10.4	Form of Performance Stock Unit Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan


10.5	Form of Long Term Incentive Cash Award Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan

99.1 Press release, dated June 8, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	GENERAL CABLE CORPORATION

June 9, 2015	By:	/s/ EMERSON C. MOSER
		Emerson C. Moser
		Senior Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No. Description


10.1	Offer Letter, dated June 4, 2015, by and between the Company and Michael McDonnell


10.2	Form of Stock Option Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan


10.3	Form of Restricted Stock Unit Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan


10.4	Form of Performance Stock Unit Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan


10.5	Form of Long Term Incentive Cash Award Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan


99.1	Press release, dated June 8, 2015

Exhibit 10.1

[Letterhead of General Cable Corporation]

June 4, 2015

Michael T. McDonnell

Dear Mike:

I am pleased to offer you the position of President and Chief Executive Officer of General Cable Corporation (the “Company”). This offer letter will serve to define the terms and conditions of our offer to you.

Location

Your position will be based in Highland Heights, Kentucky, with domestic and international travel to other locations as necessitated by the Company’s business.

Start Date

Your start date will be mutually agreed upon and is expected to be around July 1, 2015 (your actual start date is referred to as the “Effective Date”).

Position and Duties

You shall report to the Board of Directors of the Company (the “Board”) and shall perform the duties and functions incumbent with your position and such other duties as reasonably determined and assigned by the Board. Your employment will be subject to compliance with all the Company’s policies, including the Code of Ethics and Business Conduct, all as may be amended from time to time.

Base Salary

Your annual base salary will be $925,000, and will be paid in accordance with the Company’s normal payroll procedures. Your annual salary shall be subject to review each year by the Compensation Committee of the Board (the “Compensation Committee”) at the same time as it reviews other executive officers’ compensation. Your annual base salary may be increased at the discretion of the Compensation Committee, but your annual base salary may not be decreased without your consent, unless such decrease is consistent with an across the board decrease in all executive officers’ base salary.

Annual Incentive Compensation

You will be eligible to participate in the Company’s Annual Incentive Plan (“AIP”) as in effect from time to time. Your annual AIP target will be 100% of your base salary, and your 2015 AIP target will be prorated based on the Effective Date ($462,500 based on a July 1, 2015 Effective Date). The maximum AIP payout is 200% of target. The Compensation Committee will establish the performance goals for the AIP each year. Payment of any AIP bonus will be made at the same time as AIP bonuses are paid to other executive officers of the Company. The AIP is subject to change in the Board’s discretion.

Sign-On Bonus

You will be eligible to receive a sign-on bonus of $500,000, which shall be paid in cash within 60 days after the Effective Date, if you are employed in good performance standing on the payment date, as determined by the Board. If you voluntarily terminate employment other than for Good Reason (as defined in the Executive Severance Plan, as defined below) or your employment is terminated for Cause (as defined in the Executive

Severance Plan), in either case within two years after the Effective Date, you will be required to reimburse the Company for a prorata amount of the sign-on bonus. The prorata amount will be determined by multiplying the sign-on bonus by a fraction, (i) the numerator of which is 730 minus the number of days worked since the Effective Date and (ii) the denominator of which is 730. You agree to authorize the Company to set-off monies owed to the Company against any monies owed to you.

Long Term Incentive Compensation

You shall be eligible to participate in the General Cable Stock Incentive Plan (the “Equity Plan”) as in effect from time to time. Your annual long-term incentive compensation target will be $3,600,000, commencing in 2016. The Equity Plan is subject to change in the Board’s discretion.

Upon the Effective Date, the Company will grant you the following equity grants under the Equity Plan, upon approval by the Compensation Committee:


1.	Stock Options to purchase shares of Company common stock (“Common Stock”), with a target value of $2,000,000 and in the form of grant agreement attached as Exhibit A .


2.	Restricted Stock Units with respect to shares of Common Stock, with a target value of $2,500,000 and in the form of grant agreement attached as Exhibit B .


3.	Performance Units with respect to shares of Common Stock, with a target value of $2,500,000 and in the form of grant agreement attached as Exhibit C .

Benefits

The Company offers a comprehensive benefits program that includes a 401(k) savings plan including company matching and retirement contributions, medical, dental, vision, and life insurance plans, short and long term disability insurance, and a deferred compensation plan including a benefits equalization component. You will be eligible for these programs according to the terms of the plans.

You will be eligible for three weeks of paid vacation annually during your employment, which you will begin accruing on the Effective Date, in addition to the Company’s paid holidays, subject to the terms of the Company’s vacation and paid time off policies and procedures.

The Company shall have the right, from time to time and in its sole discretion, to modify and amend all plans and benefits provided to its employees.

Relocation

You will be entitled to relocation benefits for you and your immediate family’s move to the Highland Heights area from Houston, Texas in accordance with the Company’s Tier I Relocation Policy, provided that you remain employed by the Company through the applicable reimbursement date. You will receive tax assistance consistent with Company practice for certain relocation expenses permissible by law. Specific details are provided in the Tier I Relocation Policy document.

The Company understands that, while you will move to the Highland Heights area on or before the Effective Date, your immediate family may not move until a later date. The relocation benefits under the Company’s Tier I Relocation Policy will be available for your immediate family’s move to the Highland Heights area from Houston during the period ending 24 months after the Effective Date. The Company will provide you with temporary housing for six months after the Effective Date, in a furnished apartment provided by the Company and agreeable to you. The Company shall pay the rent and all utilities for such temporary housing

for the six month period. If you choose to remain in temporary housing after such six month period, you shall be responsible for all expenses of temporary housing.

Executive Severance Plan

You shall be an Eligible Employee under the General Cable Corporation 2014 Executive Officer Severance Benefit Plan, as in effect from time to time (the “Executive Severance Plan”), and, accordingly, you shall be eligible for severance benefits in accordance with the terms of the Executive Severance Plan.

Recovery of Incentive Compensation

You agree that all incentive compensation, including cash and equity awards payable to you under this offer letter or otherwise, shall be subject to any applicable clawback policy adopted by the Board and all other applicable Company policies, consistent with applicable law.

Section 409A

Any payment under this offer letter that is subject to the requirements of section 409A of the Internal Revenue Code shall be made in a manner and upon an event permitted by section 409A. With respect to payments that are subject to section 409A, (i) amounts that are payable upon your termination of employment may only be made upon a “separation from service” under section 409A, and shall be subject to the six month delay applicable to specified employees, if applicable, (ii) each payment shall be treated as a separate payment for purposes of section 409A, (iii) in no event may you, directly or indirectly, designate the calendar year of any payment, and (iv) reimbursements and other in-kind benefits shall be made in accordance with the requirements of section 409A.

Employment is at-Will

Employment with the Company is for no specific period of time. Your employment with the Company will be on an “at will” basis, meaning that either you or the Company may terminate your employment at any time, with or without advance notice, and for any reason or no particular reason or cause. The Company also reserves the right to modify or amend the terms of your employment at any time, with or without notice, and for any reason in its sole discretion, subject to the terms of this offer letter. This offer letter and the Non-Solicitation and Non-Disclosure Agreement described below are the full and complete agreement between you and the Company with respect to these matters.

Governing Law

This offer letter shall be governed and construed in accordance with the laws of the state of Kentucky without regard to conflicts of law.

Conditions and Contingencies

This offer is contingent upon the satisfactory results of your employment references, background checks, pre-employment drug screening, and verification of eligibility to work in the United States. If the Company is not satisfied with the results of this review, the Company, in its sole discretion, may revoke this offer. In order to comply with the Immigration Reform and Control Act of 1986, you will need to provide proof of United States citizenship or the right to work in the United States on your first day of employment.

It is the Company’s policy to have all new employees sign the Company’s Non-Solicitation and Non-Disclosure Agreement (the “Non-Solicitation and Non-Disclosure Agreement”), a copy of which has been provided to you. This offer letter is contingent on your executing, on or before the Effective Date, the Non-

Solicitation and Non-Disclosure Agreement and all other documents required to be signed pursuant to the Company’s new hire process for salaried employees.

This offer is also contingent upon your acknowledgement and representation to the Company that (a) there are no restrictions, agreements, or understandings whatsoever to which you are a party which would prevent or make unlawful your execution of this offer letter or the Non-Solicitation and Non-Disclosure Agreement or your employment with the Company, (b) your execution of this offer letter and the Non-Solicitation and Non-Disclosure Agreement and your employment hereunder shall not constitute a breach of any contract, agreement, or understanding, oral or written, to which you are a party or by which you are bound, and (c) you will not bring with you, disclose, or otherwise use any confidential, proprietary, or trade secret information acquired from any prior employer or third party, including such information created by you or others.

All payments under this offer letter shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this offer letter all federal, state, and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. You shall be solely responsible for all federal, state, and local taxes due with respect to any payment received under this offer letter or otherwise in connection with your employment.

I look forward to working with you and am confident that you will make a significant contribution to the Company’s success. Should you have any questions regarding this offer, please do not hesitate to contact me.

Sincerely,

/s/ John E. Welsh III

John E. Welsh III

Chairman of the Board of Directors of General Cable Corporation

Terms and conditions accepted:

Signature: /s/ Michael T. McDonnell Date: June 4, 2015

Exhibit A – Form of Stock Option Grant Agreement [filed as Exhibit 10.2 to Form 8-K filed June 9, 2015]

Exhibit B – Form of Restricted Stock Unit Grant Agreement [filed as Exhibit 10.3 to Form 8-K filed June 9, 2015]

Exhibit C – Form of Performance Stock Unit Grant Agreement [filed as Exhibit 10.4 to Form 8-K filed June 9, 2015]

Exhibit 10.2

GENERAL CABLE CORPORATION

STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

GRANTED TO: «Name»

DATE OF GRANT: «Date»

GRANTED PURSUANT TO: General Cable Corporation Stock Incentive Plan

NUMBER OF UNDERLYING SHARES: «Shares»

VESTING SCHEDULE: 1/3 on 201X

1/3 on 201Y

1/3 on 201Z

1. Agreement . This Stock Option Agreement for Executives (the “Agreement”) is made and entered into as of (the “Date of Grant”) between General Cable Corporation, a Delaware corporation (the “Company”), and «Name», as a participant (the “Participant”) in the General Cable Corporation Stock Incentive Plan (the “Plan”), a copy of which is enclosed herewith. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Plan. It is the intent of the Company and the Participant that the Option (as defined in Paragraph 2 below) will not qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

2. Grant . The Participant is granted an option to purchase shares of the Common Stock of the Company (the “Option”). The Option is granted as provided for under the Plan and is subject to the terms and conditions set forth in the Plan and this Agreement. The Option granted hereunder is a matter of separate inducement and is not in lieu of salary or other compensation for the services of a Participant who is an employee of the Company or any of its Subsidiaries. Except as otherwise provided in Paragraphs 5 and 6 below, the Option shall vest according to the vesting schedule set forth above (the “Vesting Schedule”) only if the Participant continues in employment through the vesting date set forth in the Vesting Schedule.

3. Exercise Price . The exercise price of the Option is $ per share (the “Exercise Price”).

4. Exercise of the Option .

(a) When the Option becomes vested in accordance with the Vesting Schedule or Paragraphs 5 or 6, as applicable, the Participant may exercise part or all of the vested and exercisable Option by delivering written notice to the Corporate Secretary of the Company at the principal place of business of the Company, specifying the Option being exercised and the number of shares to be purchased.

(b) The Exercise Price shall be paid by the Participant on the date the Option is exercised and prior to issuance of the shares of Common Stock. The Exercise Price shall be paid in cash or, in the discretion of the Committee, (i) by the delivery of shares of Common Stock then owned by the Participant (or by attestation to such ownership), (ii) by the withholding of shares of Common Stock for which the Option is exercisable, (iii) by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds to pay the Exercise Price, under procedures acceptable to the Company, or (iv) by a combination of these methods. The Committee may prescribe any other method of paying the exercise price that it determines to be consistent with applicable law and the

purpose of the Plan. Any shares of Common Stock delivered in payment of the Exercise Price shall be valued at their Fair Market Value on the date the Option is exercised.

(c) The Company’s obligation to deliver shares of Common Stock upon exercise of the Option shall be subject to all applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate by the Committee.

(d) Upon exercise of the Option (or portion thereof), the Option (or portion thereof) will terminate and cease to be outstanding.

(e) In no event may the Participant exercise the Option for a fraction of a share.

5. Termination of Employment .

(a) In the event of the termination of the Participant’s employment prior to the applicable vesting date, the Participant shall forfeit any unvested portion of the Option, unless otherwise provided in this Paragraph 5 or Paragraph 6 below.

(b) If the Participant’s employment terminates prior to the applicable vesting date on account of the Participant’s death or Disability (as defined below), any unvested portion of the Option will vest as of the date of the Participant’s death or Disability. For purposes of this Agreement, “Disability” shall mean the Participant is, by reason of a mental or physical impairment, eligible to receive long-term disability benefits under the applicable long-term disability plan of the Company.

(c) If the Participant’s employment is terminated for Cause, the Option (including any vested portion thereof) shall immediately be forfeited and the Participant shall not have any further rights in respect thereof.

(d) Any portion of the Option that vests upon termination of employment pursuant to this Paragraph 5 shall be exercisable in accordance with Paragraph 4 above. Any portion of the Option that does not vest upon termination of employment shall be forfeited and the Participant shall not have any right in respect thereof.

6. Change in Control . In the event of a Change in Control, the Committee may take such actions with respect to the Option as it deems appropriate pursuant to the Plan; provided that, if the Option continues in effect after a Change in Control and the Participant’s employment is terminated by the Company without Cause or the Participant terminates employment for Good Reason, upon or within 12 months following the Change in Control, any unvested portion of the Option shall become fully vested upon such termination of employment.

7. Termination of the Option .

(a) The Option shall remain exercisable until the tenth anniversary of the Date of Grant, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan.

(b) In the event of termination of the Participant’s employment, the Option, to the extent vested as of the date thereof (including pursuant to Paragraph 5 or 6 above) shall terminate immediately after the first to occur of: (i) one year after termination of the Participant’s employment on account of death or Disability; (ii) three years after termination of the Participant’s employment on account of Retirement; (iii) 90 days after termination of the Participant’s employment for any reason other than on account of death, Disability, Retirement or for Cause; and (iv) immediately upon termination of the Participant’s employment for Cause. For purposes of this Agreement, “Retirement” shall mean termination of employment (other than for Cause) after the Participant has attained age 62 and has completed ten years of service with the Company and its Subsidiaries.

(c) For the avoidance of doubt, no portion of the Option may be exercised upon or after the tenth anniversary of the Date of Grant.

8. Rights as Shareholder . The Option shall be subject to the vesting requirements and other restrictions as provided in this Agreement. The Participant shall not have any of the rights of a shareholder with respect to the shares of Common Stock underlying the Option until the Option is exercised and such shares are delivered to the Participant. Upon the delivery of shares of Common Stock under this Agreement upon exercise, the Participant shall have all the rights of a shareholder with respect to such shares of Common Stock, including, but not limited to, the right to vote such shares of Common Stock and to receive all dividends and other distributions paid with respect to them, and all such shares of Common Stock shall be evidenced by one or more certificates.

9. Non-Transferability . During the Participant’s lifetime, the Option may not be assigned, sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of and shall be exercisable only by the Participant. Any attempt by the Participant to dispose of the Option in any such manner shall result in the immediate forfeiture of the Option. Upon the death of the Participant, the Option shall be exercisable only by the executor or administrator of the estate of the deceased Participant or the person or persons to whom the deceased Participant’s rights with respect to the Option shall pass by will or the laws of descent and distribution.

10. Tax and Social Insurance Withholding . Regardless of any action the Company and/or the Subsidiary which employs the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility, and the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant of the Option, the vesting of the Option, the exercise of the Option or the subsequent sale of any shares of Common Stock acquired pursuant to the Option and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.

Prior to the delivery of the shares of Common Stock upon the exercise of the Option, if any taxing jurisdiction requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the exercise of the Option that have an aggregate Fair Market Value (as defined under the Plan) sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the shares of Common Stock (as determined by the Company in its sole discretion). The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. Alternatively, the Company and/or the Employer may, in their discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s salary/wages, cash amounts payable under this Agreement or other amounts payable to the Participant, with no withholding in shares of Common Stock.

In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock or through the withholding from the Participant’s salary/wages, cash amounts payable under this Agreement or other amounts payable to the Participant, no shares of Common Stock will be issued upon exercise of the Option unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any Tax-Related Items which the Company and/or the Employer determine, in its sole discretion, must be withheld or collected with respect to the Option. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company, the Employer or another Subsidiary may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting this grant of the Option, the Participant expressly consents to the withholding of shares of Common Stock and/or the withholding of amounts from the Participant’s salary/wages or other amounts payable to the Participant as provided for hereunder. All other Tax-Related Items related to the Option and any shares of Common Stock delivered upon exercise thereof are the Participant’s sole responsibility.

11. Legend . If the Company, in its sole discretion, shall determine that it is necessary, to comply with applicable securities laws, the certificate or certificates representing any shares of Common Stock delivered to the Participant pursuant to this Agreement shall bear an appropriate legend in form and substance, as determined by the Company, giving notice of applicable restrictions on transfer under or with respect to such laws.

12. Common Stock Subject to Securities Law . The Participant covenants and agrees with the Company that if, with respect to the Option or any shares of Common Stock delivered to the Participant pursuant to this Agreement, there does not exist a Registration Statement on an appropriate form under the Securities Act of 1933, as amended (the “Act”), which Registration Statement shall have become effective and shall include a prospectus that is current with respect to the Option or shares of Common Stock delivered pursuant to this Agreement, (i) that he or she takes the Option or such shares of Common Stock for his or her own account and not with a view to the resale or distribution thereof, (ii) that any subsequent offer for sale or sale of any such shares of Common Stock shall be made either pursuant to (x) a Registration Statement on an appropriate form under the Act, which Registration Statement shall have become effective and shall be current with respect to the shares of Common Stock being offered and sold, or (y) a specific exemption from the registration requirements of the Act, but in claiming such exemption, the Participant shall, prior to any offer for sale of such shares of Common Stock, obtain a favorable written opinion from counsel for or approved by the Company as to the applicability of such exemption and (iii) that the Participant agrees that the certificates evidencing such shares of Common Stock shall bear a legend to the effect of the foregoing.

13. Option Subject to Plan . This Agreement is subject to all terms, conditions, limitations and restrictions contained in the Plan, which shall be controlling in the event of any conflicting or inconsistent provisions, except as permitted by the Plan. In the event, however, of any conflict between the provisions of this Agreement or the Plan and the provisions of an employment or change-in-control agreement between the Company and the Participant, the provisions of the latter shall prevail, to the extent consistent with the Plan.

14. Clawback . The Option granted in this Agreement and any shares of Common Stock or value received pursuant to the Option will be subject to all applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time. In addition, in the event that the Participant engages in any activity, before or after termination of employment, that would be grounds for termination of the Participant’s employment for Cause, or if otherwise permitted or required pursuant to any clawback or recoupment policy of the Company, the Committee may in its discretion:

(a) determine that the Participant shall immediately forfeit the outstanding portion of the Option (without regard to whether it is vested), and the outstanding portion of the Option shall immediately terminate, and

(b) require the Participant to return to the Company any cash or shares of Common Stock of the Company received pursuant to the Option; provided that, if the Participant has disposed of any shares of Common Stock received pursuant to the Option, the Committee may require the Participant to pay to the Company, in cash, the Fair Market Value of such shares of Common Stock as of the date of disposition (less the Exercise Price paid by the Participant). The Committee shall exercise the right of recoupment provided in this Paragraph 14(b) within 180 days after the Committee’s discovery of the applicable activity or within any other period permitted pursuant to any applicable clawback or recoupment policy.

For purposes of this Paragraph 14, the Participant expressly and explicitly authorizes the Company to issue instructions, on behalf of the Participant, to any brokerage firm and/or third party administrator engaged by the Company to hold shares of Common Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts held on behalf of the Participant to the Company.

15. EU Age Discrimination . For purposes of this Agreement, if the Participant is a resident of and employed in a country that is a member of the European Union, the grant of the Option and this Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

16. Forced Sale of Shares; Compliance with Laws; Repatriation . Notwithstanding anything in the Agreement to the contrary, if required by applicable law or foreign exchange rules or regulations, the Company may, in its sole discretion, require the Participant to immediately sell any or all shares of Common Stock issued in connection with the Option (in which case, the Company shall have the authority to issue sales instructions in relation to such shares of Common Stock on the Participant’s behalf).

The Participant agrees, as a condition of the grant of the Option, to repatriate all payments attributable to the Option and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the shares of Common Stock acquired pursuant to the Option) in accordance with all foreign exchange rules and regulations applicable to the Participant. In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with all applicable laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under all applicable laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

17. Code Section 409A . The Option is intended to be exempt from Section 409A of the Code.

18. No Right to Continued Employment . Nothing contained in the Plan or this Agreement shall confer upon the Participant any right to continued employment nor shall it interfere in any way with the right of the Employer to terminate the employment of the Participant at any time.

19. Discretionary Nature of Plan; No Vested Rights . The Participant acknowledges and agrees that the Plan is discretionary in nature and may be amended, suspended, or terminated by the Company, in its sole discretion, at any time. The grant of the Option under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of a stock option or any other award under the Plan or other benefits in lieu thereof in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the number of shares of Common Stock subject to the grant, and the vesting provisions. Any amendment, suspension or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Employer.

20. Extraordinary Benefit . The value of the Option and any other awards granted under the Plan is an extraordinary item of compensation outside the scope of the Participant’s employment (and the Participant’s employment contract, if any). Any grant under the Plan, including the grant of the Option, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

21. Consent to Collection, Use, Processing, and Transfer of Data . Pursuant to applicable personal data protection laws, the Company and the Employer hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, use, processing and transfer of such data in relation to the Company’s grant of the Option and the Participant’s participation in the Plan. The collection, use, processing

and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, use, processing and transfer of personal data may affect the Participant’s participation in the Plan. As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company and the Employer hold certain personal information about the Participant, including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all stock options, or any other awards or entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and the Employer each will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logic and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

The Company and the Employer each will transfer Data internally as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and the Employer each may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Common Stock on the Participant’s behalf by a broker or other third party with whom the Participant may elect to deposit any shares of Common Stock acquired pursuant to the Plan.

The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting the Employer’s local Human Resources Manager or the Company’s Human Resources Department.

22. Private Placement . The grant of the Option is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under U.S. or local law) and the grant of the Option is not subject to the supervision of the local securities authorities (unless otherwise required under U.S. or local law).

23. Electronic Delivery of Documents . The Company may, in its sole discretion, decide to deliver any documents related to the Option or other awards granted to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate

in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

24. English Language . The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Option, be drawn up in English. If the Participant has received this Agreement, the Plan or any other documents related to the Option translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

25. Addendum . Notwithstanding any provisions herein to the contrary, the Option shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as may be set forth in an addendum to this Agreement (the “Addendum”). Further, if the Participant transfers the Participant’s residence and/or employment to another country, the special terms and conditions reflected in the Addendum, if any, for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Option and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.

26. Additional Requirements . The Company reserves the right to impose other requirements on the Option, any shares of Common Stock acquired pursuant to the Option and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Option and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

27. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, legal representatives successors and assigns.

28. Governing Law/Severability . All questions concerning the construction, validity and interpretation of the Option and the Plan shall be governed and construed according to the laws of the Commonwealth of Kentucky, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the Option or the Plan shall be brought only in the state or federal courts of the Commonwealth of Kentucky. In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

29. Entire Agreement . This Agreement is the entire agreement between the parties hereto, and all prior oral and written representations are merged into this Agreement. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

30. By accepting the grant of the Option, the Participant acknowledges that the Participant has read this Agreement and the Plan, and specifically accepts and agrees to the provisions therein.

Exhibit 10.3

GENERAL CABLE CORPORATION

STOCK INCENTIVE PLAN

GLOBAL STOCK UNIT AGREEMENT FOR EXECUTIVES

GRANTED TO: «Name»

DATE OF GRANT: «Date»

GRANTED PURSUANT TO: General Cable Corporation Stock Incentive Plan

NUMBER OF UNITS: «Units»

VESTING SCHEDULE: See below

1. Agreement . This Stock Unit Agreement for Executives (the “Agreement”) is made and entered into as of (the “Date of Grant”) between General Cable Corporation, a Delaware corporation (the “Company”), and «Name», as a participant (the “Participant”) in the General Cable Corporation Stock Incentive Plan (the “Plan”), a copy of which is enclosed herewith. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Plan.

2. Grant . The Participant is granted «Units» restricted stock units with respect to the Common Stock of the Company (the “Stock Units”). The Stock Units are granted as provided for under the Plan and are subject to the terms and conditions set forth in the Plan and this Agreement. This grant of Stock Units shall vest according to the vesting conditions set forth in Paragraphs 3 and 4 or as provided in Paragraphs 9 and 10, as applicable.

3. Vesting .

(a) The Stock Units shall be promptly recorded on the books of the Company as Stock Unit awards. When and if the vesting requirements, as set forth below, are satisfied, the Participant shall be entitled to receive one share of Common Stock for each vested Stock Unit granted hereunder, except as otherwise provided in Paragraph 10(b) below. Each vested Stock Unit shall be settled within 90 days following the vesting date, but no later than March 15 of the calendar year following the calendar year in which the Stock Unit vested. Prior to the vesting and settlement of the Stock Units, the Participant shall have no rights as a stockholder with respect to the shares of Common Stock underlying the Stock Units.

(b) Except as provided in Paragraphs 9 and 10, the vesting of the Stock Units is contingent upon (i) the Company’s achievement of the performance targets for Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) for the one (1) year performance periods commencing on January 1, 201X (the “201X Performance Period”), January 1, 201Y (the “201Y Performance Period”), and January 1, 201Z (the “201Z Performance Period”), as described below, and (ii) the Participant’s continued employment with the Company and the Subsidiaries through the end of the applicable Performance Period.

4. Performance Targets . Provided the Participant has remained in the continuous employment of the Company and the Subsidiaries through the end of the applicable Performance Period, the Stock Units shall become vested on the last day of the applicable Performance Period as follows:

5. Adjustment . If under Section 12 of the Plan, the Participant shall be entitled to new, additional or different Stock Units, such new, additional or different Stock Units shall be subject to the vesting and other restrictions as provided in this Agreement.

6. Rights as Shareholder . The Stock Units shall be subject to the vesting requirements and other restrictions as provided in this Agreement. Upon the delivery of shares of Common Stock under this Agreement after vesting, the Participant shall have all the rights of a shareholder with respect to such shares of Common Stock, including, but not limited to, the right to vote such shares of Common Stock and to receive all dividends and other distributions paid with respect to them, and all such shares of Common Stock shall be evidenced by one or more certificates.

7. Dividend Equivalent Rights . The Stock Units shall include corresponding Dividend Equivalent Rights. The Dividend Equivalent Rights shall be subject to the same vesting requirements and forfeiture provisions as the Stock Units, and shall be settled in the form of a cash payment at the same time that the vested Stock Units are settled as provided in Paragraph 3 above.

8. Non-Transferability . Stock Units may not be assigned, sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except by will or the laws of descent and distribution. Any attempt by the Participant to dispose of any of the Stock Units in any such manner shall result in the immediate forfeiture of the Stock Units.

9. Termination of Employment .

(a) In the event of the termination of the Participant’s employment prior to the Last Vesting Date, the Participant shall forfeit any unvested Stock Units and shall not have any right to payment in respect thereof, unless otherwise provided in this Paragraph 9 or Paragraph 10 below.

(b) If the Participant’s employment terminates on account of Retirement (as defined below) on or after the first anniversary of the Date of Grant and prior to the Last Vesting Date, a pro rata portion of the Participant’s unvested Stock Units attributable to each Performance Period will vest to the extent the EBITDA target is met for a Performance Period (as certified by the Compensation Committee pursuant to Paragraph 4 above), as described in this Paragraph 9(b). The pro-rata portion of the unvested Stock Units shall be determined for the Performance Period in which the Participant’s termination date occurs and each subsequent Performance Period, and shall be calculated by multiplying the unvested Stock Units that would otherwise vest at the end of such Performance Period pursuant to Paragraph 4 above by a fraction, the numerator of which is the number of the Participant’s completed months of continuous service with the Company or a Subsidiary during the 201X, 201Y and 201Z Performance Periods and the denominator of which is the number of months in the Performance Period for which the calculation is being performed plus the number of months in all prior Performance Periods (if applicable). If the Participant’s employment terminates on account of Retirement within one year following the Date of Grant, the Stock Units shall immediately be forfeited and the Participant shall not have any right to payment in respect thereof, except as otherwise provided in Paragraph 10(d) below. For purposes of this Agreement, “Retirement” shall mean termination of employment (other than for Cause, as defined in the Plan) after the Participant has attained age 62 and has completed ten years of service with the Company and its Subsidiaries.

(c) If the Participant’s employment terminates prior to the Last Vesting Date on account of the Participant’s death or Disability (as defined below), any unvested Stock Units will vest as of the date of the Participant’s death or Disability. For purposes of this Agreement, “Disability” shall mean the Participant is, by reason of a mental or physical impairment, eligible to receive long-term disability benefits under the applicable long-term disability plan of the Company.

(d) If the Participant’s employment is terminated for Cause, whether before or after the Last Vesting Date, the Stock Units shall immediately be forfeited and the Participant shall not have any right to payment in respect thereof.

(e) Any Stock Units that vest upon termination of employment pursuant to this Paragraph 9 shall be settled in accordance with Paragraph 3 above. Any Stock Units that do not vest upon termination of employment shall be forfeited and the Participant shall not have any right to payment in respect thereof.

10. Change in Control .

(a) If a Change in Control occurs prior to the Last Vesting Date, the Stock Units shall be governed by this Paragraph 10; provided that, the Committee may take such other actions with respect to the Stock Units as it deems appropriate pursuant to the Plan.

(b) The Committee may determine that the unvested Stock Units shall be (i) converted to and payable in units with respect to shares or other equity interests of the acquiring company or its parent or (ii) payable in cash based on the Fair Market Value of the Stock Units as of the date of the Change in Control.

(c) The Stock Units shall vest in accordance with the terms of Paragraph 4, and shall be paid, to the extent vested, in accordance with Paragraph 3(a); provided that the Committee (as constituted immediately prior to the Change in Control) may equitably adjust such performance targets as the Committee determines, in its sole discretion, is necessary or appropriate to reflect the Change in Control transaction.

(d) If the Participant terminates employment on account of Retirement upon or after the Change in Control and prior to the Last Vesting Date, the Stock Units shall vest on a pro rata basis as described in Paragraph 9(b), but without regard to the requirement that the Participant's Retirement must occur on or after the first anniversary of the Date of Grant. Any vested Stock Units shall be paid in accordance with Paragraph 3(a).

(e) If the Participant terminates employment on account of death or Disability upon or after the Change in Control and prior to the Last Vesting Date, any unvested Stock Units shall become fully vested upon such termination, and shall be paid in accordance with Paragraph 3(a).

(f) If the Participant’s employment is terminated by the Company without Cause or the Participant terminates employment for Good Reason, upon or within 12 months following the Change in Control and prior to the Last Vesting Date, any unvested Stock Units shall become fully vested upon such termination of employment, without regard to whether the performance targets set forth in Paragraph 4 have been achieved, and shall be paid in accordance with Paragraph 3(a).

11. Deferral of Shares. Subject to Section 9(b) of the Plan and to the extent the Participant is eligible for participation in the General Cable Corporation Deferred Compensation Plan (the “DCP”), the Participant shall be entitled to defer receipt of shares of Common Stock under the terms of an agreement acceptable to the Company under the DCP and applicable law, including Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Further, the Company reserves the right to cause deferral to be made so as to comply with Section 162(m) of the Code.

12. Tax and Social Insurance Withholding . Regardless of any action the Company and/or the Subsidiary which employs the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility, and the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Units, including the grant of the Stock Units, the vesting of the Stock Units, the subsequent sale of any shares of Common Stock acquired pursuant to the Stock Units and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items.

Prior to the delivery of the shares of Common Stock upon the vesting of the Stock Units, if any taxing jurisdiction requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the Stock Units that have an aggregate Fair Market Value (as defined under the Plan) sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the shares of Common Stock (as determined by the Company in its sole discretion). The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. Alternatively, the Company and/or the Employer may, in their discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s salary/wages, cash amounts payable under this Agreement or other amounts payable to the Participant, with no withholding in shares of Common Stock.

In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock or through the withholding from the Participant’s salary/wages, cash amounts payable under this Agreement or other amounts payable to the Participant, no shares of Common Stock will be issued upon vesting of the Stock Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any Tax-Related Items which the Company and/or the Employer determine, in its sole discretion, must be withheld or collected with respect to such Stock Units. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company, the Employer or another Subsidiary may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting this grant of Stock Units, the Participant expressly consents to the withholding of shares of Common Stock and/or the withholding of amounts from the Participant’s salary/wages or other amounts payable to the Participant as provided for hereunder. All other Tax-Related Items related to the Stock Units and any shares of Common Stock delivered in payment thereof are the Participant’s sole responsibility.

13. Legend . If the Company, in its sole discretion, shall determine that it is necessary, to comply with applicable securities laws, the certificate or certificates representing any shares of Common Stock delivered to the Participant under this Agreement shall bear an appropriate legend in form and substance, as determined by the Company, giving notice of applicable restrictions on transfer under or with respect to such laws.

14. Stock Units Subject to Securities Law . The Participant covenants and agrees with the Company that if, with respect to the Stock Units or any shares of Common Stock delivered to the Participant pursuant to this Agreement, there does not exist a Registration Statement on an appropriate form under the Securities Act of 1933, as amended (the “Act”), which Registration Statement shall have become effective and shall include a prospectus that is current with respect to the Stock Units or shares of Common Stock subject to this Agreement, (i) that he or she takes the Stock Units or such shares of Common Stock for his or her own account and not with a view to the resale or distribution thereof, (ii) that any subsequent offer for sale or sale of any such shares of Common Stock shall be made either pursuant to (x) a Registration Statement on an appropriate form under the Act, which Registration Statement shall have become effective and shall be current with respect to the shares of Common Stock being offered and sold, or (y) a specific exemption from the registration requirements of the Act, but in claiming such exemption, the Participant shall, prior to any offer for sale of such shares of Common Stock, obtain a favorable written opinion from counsel for or approved by the Company as to the applicability of such exemption and (iii) that the Participant agrees that the certificates evidencing such shares of Common Stock shall bear a legend to the effect of the foregoing.

15. Stock Units Subject to Plan . This Agreement is subject to all terms, conditions, limitations and restrictions contained in the Plan, which shall be controlling in the event of any conflicting or inconsistent provisions, except as permitted by the Plan. In the event, however, of any conflict between the provisions of this Agreement or the Plan and the provisions of an employment or change-in-control agreement between the Company and the Participant, the provisions of the latter shall prevail, to the extent consistent with the Plan.

16. Clawback . The Stock Units granted in this Agreement and any underlying shares of Common Stock or value received will be subject to all applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time. In addition, in the event that the Participant engages in any activity, before or after termination of employment or service, that would be grounds for termination of the Participant’s employment for Cause, or if otherwise permitted or required pursuant to any clawback or recoupment policy of the Company, the Committee may in its discretion:

(a) determine that the Participant shall immediately forfeit the outstanding Stock Units (without regard to whether they have vested), and the outstanding Stock Units shall immediately terminate, and

(b) require the Participant to return to the Company any cash or shares of Common Stock of the Company received in settlement of the Stock Units; provided that, if the Participant has disposed of any shares of Common Stock received upon settlement of the Stock Units, the Committee may require the Participant to pay to the Company, in cash, the Fair Market Value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this Paragraph 16(b) within 180 days after the Committee’s discovery of the applicable activity or within any other period permitted pursuant to any applicable clawback or recoupment policy.

For purposes of this Paragraph 16, the Participant expressly and explicitly authorizes the Company to issue instructions, on behalf of the Participant, to any brokerage firm and/or third party administrator engaged by the Company to hold shares of Common Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts held on behalf of the Participant to the Company.

17. EU Age Discrimination . For purposes of this Agreement, if the Participant is a resident of and employed in a country that is a member of the European Union, the grant of the Stock Units and this Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

18. Forced Sale of Shares; Compliance with Laws; Repatriation . Notwithstanding anything in the Agreement to the contrary, if required by applicable law or foreign exchange rules or regulations, the Company may, in its sole discretion, require the Participant to immediately sell any or all shares of Common Stock issued upon settlement of the Stock Units (in which case, the Company shall have the authority to issue sales instructions in relation to such shares of Common Stock on the Participant’s behalf).

The Participant agrees, as a condition of the grant of the Stock Units, to repatriate all payments attributable to the Stock Units and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the shares of Common Stock acquired pursuant to the Stock Units) in accordance with all foreign exchange rules and regulations applicable to the Participant. In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with all applicable laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under all applicable laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

19. Code Section 409A . This Agreement is intended to comply with Section 409A of the Code or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A, if the Participant is considered a “specified employee” for purposes of Section 409A and if any payment under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A, such payment shall be delayed as required by Section 409A, and the accumulated payment amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Participant dies during the postponement period prior to payment, the amounts withheld on account of Section 409A shall be paid to the personal representative of the Participant’s estate within 60 days after the date of the Participant’s death. Any payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. In no event may the Participant, directly or indirectly, designate the calendar year of a payment, except in accordance with Section 409A.

20. No Right to Continued Employment . Nothing contained in the Plan or this Agreement shall confer upon the Participant any right to continued employment nor shall it interfere in any way with the right of the Employer to terminate the employment of the Participant at any time.

21. Discretionary Nature of Plan; No Vested Rights . The Participant acknowledges and agrees that the Plan is discretionary in nature and may be amended, suspended, or terminated by the Company, in its sole discretion, at any time. The grant of the Stock Units under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of Stock Units or any other award under the Plan or other benefits in lieu thereof in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the number of shares of Common Stock subject to the grant, and the vesting provisions. Any amendment, suspension or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Employer.

22. Extraordinary Benefit . The value of the Stock Units and any other awards granted under the Plan is an extraordinary item of compensation outside the scope of the Participant’s employment (and the Participant’s employment contract, if any). Any grant under the Plan, including the grant of the Stock Units, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

23. Consent to Collection, Use, Processing, and Transfer of Data . Pursuant to applicable personal data protection laws, the Company and the Employer hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, use, processing and transfer of such data in relation to the Company’s grant of the Stock Units and the Participant’s participation in the Plan. The collection, use, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, use, processing and transfer of personal data may affect the Participant’s participation in the Plan. As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logic and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

24. Private Placement . The grant of the Stock Units is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under U.S. or local law) and the grant of the Stock Units is not subject to the supervision of the local securities authorities (unless otherwise required under U.S. or local law).

25. Electronic Delivery of Documents . The Company may, in its sole discretion, decide to deliver any documents related to the Stock Units or other awards granted to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

26. English Language . The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Stock Units, be drawn up in English. If the Participant has received this Agreement, the Plan or any other documents related to the Stock Units translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

27. Addendum . Notwithstanding any provisions herein to the contrary, the Stock Units shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as may be set forth in an addendum to this Agreement (the “Addendum”). Further, if the Participant transfers the Participant’s residence and/or employment to another country, the special terms and conditions reflected in the Addendum, if any, for such country will apply to the Participant to the extent the Company

determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.

28. Additional Requirements . The Company reserves the right to impose other requirements on the Stock Units, any shares of Common Stock acquired pursuant to the Stock Units and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Stock Units and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

29. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, legal representatives successors and assigns.

30. Governing Law/Severability . All questions concerning the construction, validity and interpretation of the Stock Units and the Plan shall be governed and construed according to the laws of the Commonwealth of Kentucky, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the Stock Units or the Plan shall be brought only in the state or federal courts of the Commonwealth of Kentucky. In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

31. Entire Agreement . This Agreement is the entire agreement between the parties hereto, and all prior oral and written representations are merged into this Agreement. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

32. By accepting the grant of the Stock Units, the Participant acknowledges that the Participant has read this Agreement and the Plan, and specifically accepts and agrees to the provisions therein.

GENERAL CABLE CORPORATION

STOCK INCENTIVE PLAN

ADDENDUM TO GLOBAL RESTRICTED STOCK UNIT AGREEMENT

In addition to the terms of the Plan and the Agreement, the Stock Units are subject to the following additional terms and conditions (the “Addendum”). All capitalized terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. Pursuant to Paragraph 27 of the Agreement, if the Participant transfers residency and/or employment to another country reflected in the Addendum at the time of transfer, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).

SPAIN

1. Acknowledgement of Discretionary Nature of the Plan; No Vested Rights . In accepting the Stock Units, the Participant acknowledges and consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion granted Stock Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, the Participant understands that the Stock Units are granted on the assumption and condition that the Stock Units and the shares of Common Stock acquired upon vesting of the Stock Units shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referenced above. Thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the Stock Units shall be null and void.

The Participant understands and agrees that, as a condition of the grant of the Stock Units, any unvested Stock Units as of the date the Participant ceases active employment will be forfeited without entitlement to the underlying shares of Common Stock or to any amount of indemnification in the event of the termination of employment by reason of, but not limited to, (i) material modification of the terms of employment under Article 41 of the Workers’ Statute or (ii) relocation under Article 40 of the Workers’ Statute. The Participant acknowledges that the Participant has read and specifically accepts the conditions referred to in the Agreement regarding the impact of a termination of employment on the Participant’s Stock Units.

Exhibit 10.4

GENERAL CABLE CORPORATION

STOCK INCENTIVE PLAN

GLOBAL PERFORMANCE STOCK UNIT AGREEMENT

GRANTED TO: «Name»

DATE OF GRANT: «Date»

GRANTED PURSUANT TO: General Cable Corporation Stock Incentive Plan

NUMBER OF UNITS: «Units»

1. Agreement . This Performance Stock Unit Agreement (the “Agreement”) is made and entered into as of (the “Date of Grant”) between General Cable Corporation, a Delaware corporation (the “Company”), and «Name», as a participant (the “Participant”) in the General Cable Corporation Stock Incentive Plan (the “Plan”), a copy of which is enclosed herewith. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Plan.

2. Grant . The Participant is granted «Units» performance stock units with respect to the Common Stock of the Company (the “Performance Stock Units”). The Performance Stock Units are granted as provided for under the Plan and are subject to the terms and conditions set forth in the Plan and this Agreement.

3. Vesting .

(a) The Performance Stock Units shall be promptly recorded on the books of the Company as Performance Stock Unit awards. When and if the vesting requirements (as set forth in Paragraph 3(b) below) are satisfied, the Participant shall be entitled to receive one share of Common Stock for each vested Performance Stock Unit granted hereunder, except as otherwise provided in Paragraph 9(b)(iii) below. Except as otherwise provided in Paragraph 9 below, each vested Performance Stock Unit shall be settled within 90 days of the vesting date, but no later than March 15 of the calendar year following the calendar year in which the Performance Stock Units vested. Prior to the vesting and settlement of the Performance Stock Units, the Participant shall have no rights as a stockholder with respect to the shares of Common Stock underlying the Performance Stock Units.

(b) Except as provided in Paragraphs 8 and 9, the vesting of the Performance Stock Units is contingent upon (i) the Company’s achievement of the performance target(s) (“Performance Target(s)”) during the performance period (“Performance Period”), each as set forth in Exhibit A , and (ii) the Participant’s continued employment with the Company and its Subsidiaries through the end of the Performance Period. Any Performance Stock Units that do not become vested as provided in Exhibit A or Paragraph 9 shall be forfeited.

4. Adjustment . If under Section 12 of the Plan, the Participant shall be entitled to new, additional or different Performance Stock Units, such new, additional or different Performance Stock Units shall be subject to the vesting and other restrictions as provided in this Agreement.

5. Rights as Shareholder . The Performance Stock Units shall be subject to the vesting requirements and other restrictions as provided in this Agreement. Upon the delivery of shares of Common Stock under this Agreement after vesting, the Participant shall have all the rights of a shareholder with respect to such shares of Common Stock, including, but not limited to, the right to vote such shares of Common Stock and to receive all dividends and other distributions paid with respect to them, and all such shares of Common Stock shall be evidenced by one or more certificates.

6. Dividend Equivalent Rights . The Performance Stock Units shall include corresponding Dividend Equivalent Rights. The Dividend Equivalent Rights shall be subject to the same vesting requirements and forfeiture provisions as the Performance Stock Units, and shall be settled in the form of a cash payment at the same time that the vested Performance Stock Units are settled as provided in this Agreement.

7. Non-Transferability . Performance Stock Units may not be assigned, sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except by will or the laws of descent and distribution. Any attempt by the Participant to dispose of any of the Performance Stock Units in any such manner shall result in the immediate forfeiture of the Performance Stock Units.

8. Termination of Employment .

(a) In the event of the termination of the Participant’s employment prior to the last day of the Performance Period, the Participant shall forfeit any unvested Performance Stock Units and shall not have any right to payment in respect thereof, unless otherwise provided in this Paragraph 8 or Paragraph 9 below.

(b) If the Participant’s employment terminates prior to the last day of the Performance Period on account of Retirement or Disability (as defined below), a pro rata portion of the Participant’s Performance Stock Units will vest at the end of the Performance Period to the extent the Performance Target(s) for the Performance Period (as set forth in Exhibit A ) are met. The pro rata portion will be determined by multiplying the Performance Stock Units by a fraction, the numerator of which is the number of the Participant’s completed months of service during the Performance Period and the denominator of which is the number of months in the Performance Period. For purposes of this Agreement, “Retirement” shall mean termination of employment (other than for Cause, as defined in the Plan) after the Participant has attained age 62 and has completed ten years of service with the Company and its Subsidiaries, and “Disability” shall mean the Participant is, by reason of a mental or physical impairment, eligible to receive long-term disability benefits under the applicable long-term disability plan of the Company.

(c) If the Participant’s employment terminates prior to the last day of the Performance Period on account of death, a pro rata portion of the Participant’s Performance Stock Units will vest as of the date of the Participant’s death. The pro rata portion will be determined by multiplying the Performance Stock Units subject to the Agreement by a fraction, the numerator of which is the number of the Participant’s completed months of service during the Performance Period and the denominator of which is the number of months in the Performance Period.

(d) If the Participant’s employment is terminated for Cause, whether before or after the last day of the Performance Period, the Performance Stock Units shall immediately be forfeited and the Participant shall not have any right to payment in respect thereof.

(e) Any Performance Stock Units that vest pursuant to this Paragraph 8 shall be settled in accordance with Paragraph 3 above, subject to Paragraph 18 below. Any Performance Stock Units that do not vest upon termination of employment and do not remain outstanding until the end of the Performance Period pursuant to this Paragraph 8 shall be forfeited and the Participant shall not have any right to payment in respect thereof.

9. Change in Control . For purposes of this Paragraph 9, all capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in Exhibit A, to the extent applicable.

(a) If a Change in Control occurs during the Performance Period, the Performance Stock Units shall become payable as described in this Paragraph 9; provided that, the Committee may take such other actions with respect to the Performance Stock Units as it deems appropriate pursuant to the Plan.

(b) The Performance Period shall end as of the closing date of the Change in Control (the “Change in Control Date”), and the Committee shall calculate a Change in Control Amount as follows:

(i) The number of Units to be included in the Change in Control Amount shall be equal to the number of Units that become vested based upon as calculated on the basis of the Performance Period concluding on the Change in Control Date.

(ii) The number of Units to be included in the Change in Control Amount shall be equal to the number of Units that become vested based upon the Company’s as calculated on the basis of the Performance Period concluding on the last day of the fiscal quarter preceding the Change in Control Date.

(iii) The Committee may determine that the aggregate Change in Control Amount attributable to Units and the Units shall be (A) converted to and payable in units with respect to shares or other equity interests of the acquiring company or its parent or (B) payable in cash based on the Fair Market Value of the Change in Control Amount as of the Change in Control Date.

(c) If a Change in Control occurs during the Performance Period and the Participant continues in employment through December 31, 201Y, the Change in Control Amount shall be paid between January 1, 201Z and March 15, 201Z.

(d) If a Change in Control occurs during the Performance Period, and the Participant terminates employment or service on account of Retirement, death or Disability upon or after the Change in Control Date and before December 31, 201Y, the Change in Control Amount shall be paid in cash within 30 days after the Participant’s termination of employment or service, subject to Paragraph 18 below; provided that, if required by section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if the Participant’s Retirement or Disability occurs more than two years after the Change in Control Date, payment will be made between January 1, 201Z and March 15, 201Z, and not upon the earlier separation from service.

(e) If a Participant’s employment or service terminates on account of Retirement or Disability before a Change in Control, and a Change in Control subsequently occurs before the end of the Performance Period, the prorated amount in Paragraph 8(b) shall be calculated by multiplying the fraction described in Paragraph 8(b) by the Change in Control Amount. The prorated Change in Control Amount shall be paid within 30 days after the Change in Control Date, subject to Paragraph 18 below.

(f) If a Change in Control occurs during the Performance Period and the Participant’s employment is terminated by the Company without Cause or the Participant terminates employment for Good Reason, upon or within 12 months following the Change in Control Date and before the end of the Performance Period, the Change in Control Amount shall be paid within 30 days after the Participant’s separation from service, subject to Paragraph 18 below.

10. Deferral of Shares. Subject to Section 9(b) of the Plan and to the extent the Participant is eligible for participation in the General Cable Deferred Compensation Plan (the “DCP”), the Participant shall be entitled to defer receipt of shares of Common Stock under the terms of an agreement acceptable to the Company under the DCP and applicable law, including section 409A of the Code. Further, the Company reserves the right to cause deferral to be made so as to comply with section 162(m) of the Code, to the extent permitted by section 409A of the Code.

11. Tax and Social Insurance Withholding . Regardless of any action the Company and/or the Subsidiary which employs the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility, and the Company and the

Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including the grant of the Performance Stock Units, the vesting of the Performance Stock Units, the subsequent sale of any shares of Common Stock acquired pursuant to the Performance Stock Units and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Performance Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items.

Prior to the delivery of the shares of Common Stock upon the vesting of the Performance Stock Units, if any taxing jurisdiction requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the Performance Stock Units that have an aggregate Fair Market Value (as defined under the Plan) sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the shares of Common Stock (as determined by the Company in its sole discretion). The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. Alternatively, the Company and/or the Employer may, in their discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s salary/wages, cash amounts payable under this Agreement or other amounts payable to the Participant, with no withholding in shares of Common Stock.

In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock or through the withholding from the Participant’s salary/wages, cash amounts payable under this Agreement or other amounts payable to the Participant, no shares of Common Stock will be issued upon vesting of the Performance Stock Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any Tax-Related Items which the Company and/or the Employer determine, in its sole discretion, must be withheld or collected with respect to such Performance Stock Units. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company, the Employer or another Subsidiary may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting this grant of Performance Stock Units, the Participant expressly consents to the withholding of shares of Common Stock and/or the withholding of amounts from the Participant’s salary/wages or other amounts payable to the Participant as provided for hereunder. All other Tax-Related Items related to the Performance Stock Units and any shares of Common Stock delivered in payment thereof are the Participant’s sole responsibility.

12. Legend . If the Company, in its sole discretion, shall determine that it is necessary, to comply with applicable securities laws, the certificate or certificates representing any shares of Common Stock delivered to the Participant under this Agreement shall bear an appropriate legend in form and substance, as determined by the Company, giving notice of applicable restrictions on transfer under or with respect to such laws.

13. Performance Stock Units Subject to Securities Law . The Participant covenants and agrees with the Company that if, with respect to the Performance Stock Units or any shares of Common Stock delivered to the Participant pursuant to this Agreement, there does not exist a Registration Statement on an appropriate form under the Securities Act of 1933, as amended (the “Act”), which Registration Statement shall have become effective and shall include a prospectus that is current with respect to the Performance Stock Units or shares of Common Stock subject to this Agreement, (i) that he or she takes the Performance Stock Units or such shares of Common Stock for his or her own account and not with a view to the resale or distribution thereof, (ii) that any subsequent offer for sale or sale of any such shares of Common Stock shall be made either pursuant to (x) a Registration Statement on an appropriate form under the Act, which Registration Statement shall have become effective and shall be current with respect to the shares of Common Stock being offered and sold, or (y) a specific exemption from the registration requirements of the Act, but in claiming such exemption, the Participant shall, prior to any offer for sale of such shares of Common Stock, obtain a favorable written opinion from counsel for

or approved by the Company as to the applicability of such exemption and (iii) that the Participant agrees that the certificates evidencing such shares of Common Stock shall bear a legend to the effect of the foregoing.

14. Performance Stock Units Subject to Plan . This Agreement is subject to all terms, conditions, limitations and restrictions contained in the Plan, which shall be controlling in the event of any conflicting or inconsistent provisions, except as permitted by the Plan. In the event, however, of any conflict between the provisions of this Agreement or the Plan and the provisions of an employment or change-in-control agreement between the Company and the Participant, the provisions of the latter shall prevail, to the extent consistent with the Plan.

15. Clawback . The Performance Stock Units granted in this Agreement and any underlying shares of Common Stock or value received will be subject to all applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time. In addition, in the event that the Participant engages in any activity, before or after termination of employment or service, that would be grounds for termination of the Participant’s employment for Cause, or if otherwise permitted or required pursuant to any clawback or recoupment policy of the Company, the Committee may in its discretion:

(a) determine that the Participant shall immediately forfeit the outstanding Performance Stock Units (without regard to whether they have vested), and the outstanding Performance Stock Units shall immediately terminate, and

(b) require the Participant to return to the Company any cash or shares of Common Stock of the Company received in settlement of the Performance Stock Units; provided that, if the Participant has disposed of any shares of Common Stock received upon settlement of the Stock Units, the Committee may require the Participant to pay to the Company, in cash, the Fair Market Value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this Paragraph 15(b) within 180 days after the Committee’s discovery of the applicable activity or within any other period permitted pursuant to any applicable clawback or recoupment policy.

For purposes of this Paragraph 15, the Participant expressly and explicitly authorizes the Company to issue instructions, on behalf of the Participant, to any brokerage firm and/or third party administrator engaged by the Company to hold shares of Common Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts held on behalf of the Participant to the Company.

16. EU Age Discrimination . For purposes of this Agreement, if the Participant is a resident of and employed in a country that is a member of the European Union, the grant of the Performance Stock Units and this Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

17. Forced Sale of Shares; Compliance with Laws; Repatriation . Notwithstanding anything in the Agreement to the contrary, if required by applicable law or foreign exchange rules or regulations, the Company may, in its sole discretion, require the Participant to immediately sell any or all shares of Common Stock issued upon settlement of the Performance Stock Units (in which case, the Company shall have the authority to issue sales instructions in relation to such shares of Common Stock on the Participant’s behalf). Further, the Participant agrees, as a condition of the grant of the Performance Stock Units, to repatriate all payments attributable to the

Performance Stock Units and/or cash acquired under the Plan (including, but not limited to, dividend equivalents and any proceeds derived from the sale of the shares of Common Stock acquired pursuant to the Performance Stock Units) in accordance with all foreign exchange rules and regulations applicable to the Participant. In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with all applicable laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under all applicable laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

18. Code Section 409A . This Agreement is intended to comply with section 409A of the Code or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A, to the extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by section 409A, if the Participant is considered a “specified employee” for purposes of section 409A and if any payment under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A, such payment shall be delayed as required by section 409A, and the accumulated payment amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Participant dies during the postponement period prior to payment, the amounts withheld on account of section 409A shall be paid to the personal representative of the Participant’s estate within 60 days after the date of the Participant’s death. Any payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of a payment, except in accordance with section 409A. Notwithstanding anything in this Agreement to the contrary, if a Change in Control is not a “change in control event” under section 409A, any Performance Stock Units that are payable pursuant to Paragraph 9 upon a Change in Control will be paid to the Participant between January 1, 201Z and March 15, 201Z, if required by section 409A.

19. No Right to Continued Employment . Nothing contained in the Plan or this Agreement shall confer upon the Participant any right to continued employment nor shall it interfere in any way with the right of the Employer to terminate the employment of the Participant at any time.

20. Discretionary Nature of Plan; No Vested Rights . The Participant acknowledges and agrees that the Plan is discretionary in nature and may be amended, suspended, or terminated by the Company, in its sole discretion, at any time. The grant of the Performance Stock Units under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of Performance Stock Units or any other award under the Plan or other benefits in lieu thereof in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the number of shares of Common Stock subject to the grant, and the vesting provisions. Any amendment, suspension or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Employer.

21. Extraordinary Benefit . The value of the Performance Stock Units and any other awards granted under the Plan is an extraordinary item of compensation outside the scope of the Participant’s employment (and the Participant’s employment contract, if any). Any grant under the Plan, including the grant of the Performance Stock Units, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

22. Consent to Collection, Use, Processing, and Transfer of Data . Pursuant to applicable personal data protection laws, the Company and the Employer hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, use, processing and transfer of such data in relation to the Company’s

grant of the Performance Stock Units and the Participant’s participation in the Plan. The collection, use, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, use, processing and transfer of personal data may affect the Participant’s participation in the Plan. As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company and the Employer hold certain personal information about the Participant, including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all Performance Stock Units, or any other entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and the Employer each will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logic and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

23. Private Placement . The grant of the Stock Units is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under U.S. or local law) and the grant of the Stock Units is not subject to the supervision of the local securities authorities (unless otherwise required under U.S. or local law).

24. Electronic Delivery of Documents . The Company may, in its sole discretion, decide to deliver any documents related to the Performance Stock Units or other awards granted to the Participant under the Plan by

electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

25. English Language . The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Performance Stock Units, be drawn up in English. If the Participant has received this Agreement, the Plan or any other documents related to the Performance Stock Units translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

26. Addendum . Notwithstanding any provisions herein to the contrary, the Performance Stock Units shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as may be set forth in an addendum to this Agreement (the “Addendum”). Further, if the Participant transfers the Participant’s residence and/or employment to another country, the special terms and conditions reflected in the Addendum, if any, for such country may apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Performance Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.

27. Additional Requirements . The Company reserves the right to impose other requirements on the Performance Stock Units, any shares of Common Stock acquired pursuant to the Performance Stock Units and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Performance Stock Units and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

28. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, legal representatives successors and assigns.

29. Governing Law/Severability . All questions concerning the construction, validity and interpretation of the Performance Stock Units and the Plan shall be governed and construed according to the laws of the Commonwealth of Kentucky, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the Performance Stock Units or the Plan shall be brought only in the state or federal courts of the Commonwealth of Kentucky. In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

30. Entire Agreement . This Agreement is the entire agreement between the parties hereto, and all prior oral and written representations are merged into this Agreement. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

31. By accepting the grant of the Performance Stock Units, the Participant acknowledges that the Participant has read this Agreement, the Addendum to this Agreement (as applicable) and the Plan, and specifically accepts and agrees to the provisions therein.

GENERAL CABLE CORPORATION
STOCK INCENTIVE PLAN

GLOBAL PERFORMANCE STOCK UNIT AGREEMENT

EXHIBIT A

PERFORMANCE PERIOD: January 1, 201W to December 31, 201Y

PERFORMANCE TARGET(S):

NUMBER OF UNITS
DEPENDENT ON :


1.	Units .

Subject to the terms and conditions of the Agreement, including continued employment through the applicable vesting date, the Units shall become vested as of the last day of the Performance Period in accordance with the following table, applying straight line interpolation for Units between 50% and 100% or between 100% and 200%, rounded to the nearest whole number of Units.



< Minimum	Minimum	Target	Maximum

Notwithstanding the foregoing, if the Company’s does not exceed zero (0%), the vested percentage of the Units shall not exceed 100%.


2.	Units .

(a) Subject to the terms and conditions of the Agreement, including continued employment through the applicable vesting date, the Units shall become vested as of the last day of the Performance Period in accordance with the following table, applying straight line interpolation for Units between 50% and 100% or between 100% and 200%, rounded to the nearest whole number of Units.



< Minimum	Minimum	Target	Maximum

(b) Notwithstanding anything to the contrary herein, the Committee shall have discretion to make such adjustments to the foregoing metrics as it deems appropriate to reflect the impact of corporate transactions, accounting or tax law changes or extraordinary, unusual, nonrecurring or infrequent items; provided, however, that in no case shall such adjustments have the net aggregate effect of increasing the Company’s ; provided, further, that to the extent applicable, any such adjustments shall be consistent with section 162(m) of the Code.

Definitions . For purposes of the Agreement and this Exhibit A:

GENERAL CABLE CORPORATION

STOCK INCENTIVE PLAN

ADDENDUM TO GLOBAL PERFORMANCE STOCK UNIT AGREEMENT

In addition to the terms of the Plan and the Agreement, the Performance Stock Units are subject to the following additional terms and conditions (the “Addendum”). All capitalized terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. Pursuant to Paragraph 26 of the Agreement, if the Participant transfers residency and/or employment to another country reflected in the Addendum at the time of transfer, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Performance Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).

SPAIN

1. Acknowledgement of Discretionary Nature of the Plan; No Vested Rights . In accepting the Performance Stock Units, the Participant acknowledges and consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion granted Performance Stock Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, the Participant understands that the Performance Stock Units are granted on the assumption and condition that the Performance Stock Units and the shares of Common Stock acquired upon vesting of the Performance Stock Units shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referenced above. Thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the Performance Stock Units shall be null and void.

The Participant understands and agrees that, as a condition of the grant of the Performance Stock Units, any unvested Performance Stock Units as of the date the Participant ceases active employment will be forfeited without entitlement to the underlying shares of Common Stock or to any amount of indemnification in the event of the termination of employment by reason of, but not limited to, (i) material modification of the terms of employment under Article 41 of the Workers’ Statute or (ii) relocation under Article 40 of the Workers’ Statute. The Participant acknowledges that the Participant has read and specifically accepts the conditions referred to in the Agreement regarding the impact of a termination of employment on the Participant’s Performance Stock Units.

Exhibit 10.5

GENERAL CABLE CORPORATION

STOCK INCENTIVE PLAN

LONG TERM INCENTIVE CASH AWARD AGREEMENT

GRANTED TO: «Name»

DATE OF GRANT: «Date»

GRANTED PURSUANT TO: General Cable Corporation Stock Incentive Plan

TARGET AWARD: «Dollars»

VESTING SCHEDULE: See below

1. Agreement . This Long Term Incentive Cash Award Agreement for Executives (the “Agreement”) is made and entered into as of (the “Date of Grant”) between General Cable Corporation, a Delaware corporation (the “Company”), and «Name», as a participant (the “Participant”) in the General Cable Corporation Stock Incentive Plan (the “Plan”), a copy of which is enclosed herewith. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Plan.

2. Grant . The Participant is granted a discretionary long term cash award (“Cash Award”) with a target cash opportunity of , subject to the terms and conditions set forth in the Plan and this Agreement. This Cash Award shall vest according to the vesting conditions set forth in Paragraphs 3 and 4 or as provided in Paragraphs 6 and 7, as applicable.

3. Vesting .

(a) When and if the vesting requirements (as set forth below) are satisfied, the Participant shall be entitled to a cash payment in respect of the vested portion of the Cash Award, which shall be paid within 90 days following the vesting date, but no later than March 15 of the calendar year following the calendar year in which the Cash Award vests.

(b) Except as provided in Paragraphs 6 and 7, the vesting of the Cash Award is contingent upon (i) the Company’s achievement of the performance targets for Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) for the one (1) year performance periods commencing on January 1, 201X (the “201X Performance Period”), January 1, 201Y (the “201Y Performance Period”), and January 1, 201Z (the “201Z Performance Period”), as described below, and (ii) the Participant’s continued employment with the Company and the Subsidiaries through the end of the applicable Performance Period.

4. Performance Targets . Provided the Participant has remained in the continuous employment of the Company and the Subsidiaries through the end of the applicable Performance Period, the Cash Award shall become vested on the last day of the applicable Performance Period as follows:

5. Non-Transferability . The Cash Award may not be assigned, sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except by will or the laws of descent and distribution. Any attempt by the Participant to dispose of any portion of the Cash Award in any such manner shall result in the immediate forfeiture of the Cash Award.

6. Termination of Employment .

(a) In the event of the termination of the Participant’s employment prior to the Last Vesting Date, the Participant shall forfeit any unvested portion of the Cash Award and shall not have any right to payment in respect thereof, unless otherwise provided in this Paragraph 6 or Paragraph 7 below.

(b) If the Participant’s employment terminates on account of Retirement (as defined below) on or after the first anniversary of the Date of Grant and prior to the Last Vesting Date, a pro rata portion of the Participant’s unvested Cash Award attributable to each Performance Period will vest to the extent the EBITDA target is met for a Performance Period (as certified by the Compensation Committee pursuant to Paragraph 4 above), as described in this Paragraph 6(b). The pro-rata portion of the unvested Cash Award shall be determined for the Performance Period in which the Participant’s termination date occurs and each subsequent Performance Period, and shall be calculated by multiplying the portion of the Cash Award that would otherwise vest at the end of such Performance Period pursuant to Paragraph 4 above by a fraction, the numerator of which is the number of the Participant’s completed months of continuous service with the Company or a Subsidiary during the 201X, 201Y and 201Z Performance Periods and the denominator of which is the number of months in the Performance Period for which the calculation is being performed plus the number of months in all prior Performance Periods (if applicable). If the Participant’s employment terminates on account of Retirement within one year following the Date of Grant, the Cash Award shall immediately be forfeited and the Participant shall not have any right to payment in respect thereof, except as otherwise provided in Paragraph 7(c) below. For purposes of this Agreement, “Retirement” shall mean termination of employment (other than for Cause, as defined in the Plan) after the Participant has attained age 62 and has completed ten years of service with the Company and its Subsidiaries.

(c) If the Participant’s employment terminates prior to the Last Vesting Date on account of the Participant’s death or Disability (as defined below), any unvested portion of the Cash Award will vest as of the date of the Participant’s death or Disability. For purposes of this Agreement, “Disability” shall mean the Participant is, by reason of a mental or physical impairment, eligible to receive long-term disability benefits under the applicable long-term disability plan of the Company.

(d) If the Participant’s employment is terminated for Cause, whether before or after the Last Vesting Date, the Cash Award shall immediately be forfeited and the Participant shall not have any right to payment in respect thereof.

(e) Any portion of the Cash Award that vests upon termination of employment pursuant to this Paragraph 6 shall be settled in accordance with Paragraph 3 above. Any portion of the Cash Award that does not vest upon termination of employment shall be forfeited and the Participant shall not have any right to payment in respect thereof.

7. Change in Control .

(a) If a Change in Control occurs prior to the Last Vesting Date, the Cash Award shall be governed by this Paragraph 7; provided that, the Committee may take such other actions with respect to the Cash Award as it deems appropriate pursuant to the Plan.

(b) The Cash Award shall vest in accordance with the terms of Paragraph 4, and shall be paid, to the extent vested, in accordance with Paragraph 3(a); provided that the Committee (as constituted immediately prior to the Change in Control) may equitably adjust such performance targets as the Committee determines, in its sole discretion, is necessary or appropriate to reflect the Change in Control transaction.

(c) If the Participant terminates employment on account of Retirement upon or after the Change in Control and prior to the Last Vesting Date, the Cash Award shall vest on a pro rata basis as described in Paragraph

6(b), but without regard to the requirement that the Participant's Retirement must occur on or after the first anniversary of the Date of Grant. Any vested Cash Award shall be paid in accordance with Paragraph 3(a).

(d) If the Participant terminates employment on account of death or Disability upon or after the Change in Control and prior to the Last Vesting Date, any unvested portion of the Cash Award shall become fully vested upon such termination, and shall be paid in accordance with Paragraph 3(a).

(e) If the Participant’s employment is terminated by the Company without Cause or the Participant terminates employment for Good Reason, upon or within 12 months following the Change in Control and prior to the Last Vesting Date, any unvested portion of the Cash Award shall become fully vested upon such termination of employment, without regard to whether the performance targets set forth in Paragraph 4 have been achieved, and shall be paid in accordance with Paragraph 3(a).

8. Deferral. To the extent the Participant is eligible for participation in the General Cable Corporation Deferred Compensation Plan (the “DCP”), the Participant shall be entitled to defer receipt of the Cash Award under the terms of an agreement acceptable to the Company under the DCP and applicable law, including Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Further, the Company reserves the right to cause deferral to be made so as to comply with Section 162(m) of the Code.

9. Tax and Social Insurance Withholding . If the Participant is subject to U.S. federal income tax, any payment made pursuant to the Cash Award shall generally be taxable to the Participant when paid as ordinary income, subject to wage-based withholding and reporting. Regardless of any action the Company and/or the Subsidiary which employs the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility, and the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Cash Award; and (b) do not commit to structure the terms of the grant or any aspect of the Cash Award to reduce or eliminate the Participant’s liability for Tax-Related Items. The Company and/or the Employer may, in their discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s salary/wages or other amounts payable to the Participant. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company, the Employer or another Subsidiary may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting this Cash Award, the Participant expressly consents to the withholding of amounts from the Participant’s salary/wages or other amounts payable to the Participant as provided for hereunder. All other Tax-Related Items related to the Cash Award are the Participant’s sole responsibility.

10. Cash Award Subject to Plan . This Agreement is subject to all terms, conditions, limitations and restrictions contained in the Plan, which shall be controlling in the event of any conflicting or inconsistent provisions, except as permitted by the Plan. In the event, however, of any conflict between the provisions of this Agreement or the Plan and the provisions of an employment or change-in-control agreement between the Company and the Participant, the provisions of the latter shall prevail, to the extent consistent with the Plan.

11. Clawback . The Cash Award will be subject to all applicable clawback or recoupment policies and other policies that may be implemented by the Company’s Board of Directors from time to time. In addition, in the event that the Participant engages in any activity, before or after termination of employment or service, that would be grounds for termination of the Participant’s employment for Cause, or if otherwise permitted or required pursuant to any clawback or recoupment policy of the Company, the Committee may in its discretion:

(a) determine that the Participant shall immediately forfeit the Cash Award (without regard to whether it has vested), and the Cash Award shall immediately terminate, and

(b) require the Participant to return to the Company any cash received in settlement of the Cash Award. The Committee shall exercise the right of recoupment provided in this Paragraph 11(b) within 180 days after the Committee’s discovery of the applicable activity or within any other period permitted pursuant to any applicable clawback or recoupment policy.

For purposes of this Paragraph 11, the Participant expressly and explicitly authorizes the Company to issue instructions, on behalf of the Participant, to any third party administrator engaged by the Company to hold amounts acquired under the Plan to re-convey, transfer or otherwise return such amounts held on behalf of the Participant to the Company.

12. EU Age Discrimination . For purposes of this Agreement, if the Participant is a resident of and employed in a country that is a member of the European Union, the grant of the Cash Award and this Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

13. Compliance with Laws; Repatriation . The Participant agrees, as a condition of the grant of the Cash Award, to repatriate all payments attributable to the Cash Award and/or cash acquired under the Plan in accordance with all foreign exchange rules and regulations applicable to the Participant. In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with all applicable laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under all applicable laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

14. Code Section 409A . This Agreement is intended to comply with Section 409A of the Code or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A, if the Participant is considered a “specified employee” for purposes of Section 409A and if any payment under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A, such payment shall be delayed as required by Section 409A, and the accumulated payment amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Participant dies during the postponement period prior to payment, the amounts withheld on account of Section 409A shall be paid to the personal representative of the Participant’s estate within 60 days after the date of the Participant’s death. Any payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. In no event may the Participant, directly or indirectly, designate the calendar year of a payment, except in accordance with Section 409A.

15. No Right to Continued Employment . Nothing contained in the Plan or this Agreement shall confer upon the Participant any right to continued employment nor shall it interfere in any way with the right of the Employer to terminate the employment of the Participant at any time.

16. Discretionary Nature of Plan; No Vested Rights . The Participant acknowledges and agrees that the Plan is discretionary in nature and may be amended, suspended, or terminated by the Company, in its sole discretion, at any time. The grant of the Cash Award under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of a Cash Award or any other award under the Plan or other

benefits in lieu thereof in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant and the vesting provisions. Any amendment, suspension or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Employer.

17. Extraordinary Benefit . The value of the Cash Award and any other awards granted under the Plan is an extraordinary item of compensation outside the scope of the Participant’s employment (and the Participant’s employment contract, if any). Any grant under the Plan, including the grant of the Cash Award, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

18. Consent to Collection, Use, Processing, and Transfer of Data . Pursuant to applicable personal data protection laws, the Company and the Employer hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, use, processing and transfer of such data in relation to the Company’s grant of the Cash Award and the Participant’s participation in the Plan. The collection, use, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, use, processing and transfer of personal data may affect the Participant’s participation in the Plan. As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company and the Employer hold certain personal information about the Participant, including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of the Cash Award, or any entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and the Employer each will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logic and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting the Employer’s local Human Resources Manager or the Company’s Human Resources Department.

19. Electronic Delivery of Documents . The Company may, in its sole discretion, decide to deliver any documents related to the Cash Award or other awards granted to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

20. English Language . The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Cash Award, be drawn up in English. If the Participant has received this Agreement, the Plan or any other documents related to the Cash Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

21. Addendum . Notwithstanding any provisions herein to the contrary, the Cash Award shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as may be set forth in an addendum to this Agreement (the “Addendum”). Further, if the Participant transfers the Participant’s residence and/or employment to another country, the special terms and conditions reflected in the Addendum, if any, for such country may apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Cash Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.

22. Additional Requirements . The Company reserves the right to impose other requirements on the Cash Award and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Cash Award and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

23. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, legal representatives successors and assigns.

24. Governing Law/Severability . All questions concerning the construction, validity and interpretation of the Cash Award and the Plan shall be governed and construed according to the laws of the Commonwealth of Kentucky, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the Cash Award or the Plan shall be brought only in the state or federal courts of the Commonwealth of Kentucky. In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

25. Entire Agreement . This Agreement is the entire agreement between the parties hereto, and all prior oral and written representations are merged into this Agreement. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof.

26. By accepting the grant of the Cash Award, the Participant acknowledges that the Participant has read this Agreement and the Plan, and specifically accepts and agrees to the provisions therein.

GENERAL CABLE CORPORATION

STOCK INCENTIVE PLAN

ADDENDUM TO LONG TERM INCENTIVE CASH AWARD AGREEMENT

In addition to the terms of the Plan and the Agreement, the Cash Award is subject to the following additional terms and conditions (the “Addendum”). All capitalized terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. Pursuant to Paragraph 21 of the Agreement, if the Participant transfers residency and/or employment to another country reflected in the Addendum at the time of transfer, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Cash Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).

SPAIN

1. Acknowledgement of Discretionary Nature of the Plan; No Vested Rights . In accepting the Cash Award, the Participant acknowledges and consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion granted the Cash Award under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, the Participant understands that the Cash Award is granted on the assumption and condition that the Cash Award and any cash payment made upon vesting of the Cash Award shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referenced above. Thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the Cash Award shall be null and void.

The Participant understands and agrees that, as a condition of the grant of the Cash Award, any unvested portion of the Cash Award as of the date the Participant ceases active employment will be forfeited without entitlement to payment in respect of the Cash award or to any amount of indemnification in the event of the termination of employment by reason of, but not limited to, (i) material modification of the terms of employment under Article 41 of the Workers’ Statute or (ii) relocation under Article 40 of the Workers’ Statute. The Participant acknowledges that the Participant has read and specifically accepts the conditions referred to in the Agreement regarding the impact of a termination of employment on the Cash Award.

Exhibit 99.1

GENERAL CABLE ANNOUNCES NEW CHIEF EXECUTIVE OFFICER

HIGHLAND HEIGHTS, KENTUCKY , June 8, 2015 – General Cable Corporation (NYSE: BGC) today announced that its Board of Directors has named Michael T. McDonnell as President and Chief Executive Officer and member of the Board of Directors, effective July 1, 2015. Mr. McDonnell, who was previously Chairman, President and Chief Executive Officer at TPC Group, will succeed Gregory B. Kenny, who has led the Company since 2001 as President and Chief Executive Officer. Mr. Kenny will retire as of July 1, 2015, but will remain available to Mr. McDonnell and to the Board in an advisory capacity through year-end. John E. Welsh, III will remain Chairman of the Board.

“After a comprehensive search that included a number of highly qualified candidates, we are pleased to name Mike as the new President and Chief Executive Officer of General Cable,” said John E. Welsh, III, Chairman of the Board. “Mike is an experienced chief executive officer with a proven record of driving performance improvement, delivering long-term growth strategies and enhancing organizational/cultural alignment in both public company and private equity environments. Our Board of Directors unanimously concluded that Mike is best suited to lead General Cable into the future. We have made substantial progress on our previously announced divestiture and restructuring programs focused on simplifying our geographic portfolio, reducing operational complexity and delivering increased returns from our core assets in North America, Europe and Latin America. We believe Mike is well suited to continue to build on this momentum and further strengthen General Cable’s position in order to deliver long-term value for our shareholders, employees and customers.”

Mr. McDonnell, 58, most recently served as Chairman, President and Chief Executive Officer of TPC Group, a $2.5 billion leading processor and producer of value-added products derived from petrochemicals that are sold into a wide range of performance, specialty and intermediate markets. Prior to joining TPC Group in 2011, he was President, Chief Executive Officer and Executive Director of Pregis Corporation, a leading global specialty packaging and hospital supply products company with 47 facilities in 18 countries. Mr. McDonnell holds a Bachelor of Science in Chemical Engineering from Penn State University, a Masters in Economics from the University of Massachusetts, and completed the General Management Program at Harvard Business School.

“I am honored and excited to join General Cable,” said McDonnell. “I am leaving a great company at TPC Group, which I have had the fortune of leading over the past four years where together with the Board and management team we have built a stronger organization and delivered long-term value for all stakeholders. I expect to do the same at General Cable and look forward to working closely with the Board of Directors, executive team and talented and hard-working associates to continue to foster a culture of success. Greg’s leadership has been instrumental in building General Cable into one of the largest wire and cable companies in the world which is well positioned to deliver operational excellence and performance improvement as we continue to focus on optimizing and enhancing the Company’s position in its core strategic markets. I am committed to building upon the Company’s strong foundation to drive long-term value.”

“On behalf of the entire Board of Directors, I would like to thank Greg for his unwavering commitment and dedication to General Cable,” said Welsh. “Greg has worked for General Cable for 32 years and served the last 14 years as President and CEO. He has been a selfless leader, a great business partner and Board member and has led the transformation of General Cable into a global leader in the wire and cable industry. It has been a privilege to serve on the Board with Greg. We are pleased Greg will be available to work together with Mike and with the Board to ensure a successful transition.”

General Cable (NYSE:BGC), a Fortune 500 Company, is a leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for the energy, industrial, and communications markets. For more information about General Cable visit our website at www.generalcable.com .

Contact:

Len Texter

Vice President Finance, Investor Relations

(859) 572-8684