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): December 13, 2011

 

 

General Cable Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-12983   06-1398235

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

4 Tesseneer Drive, Highland Heights, Kentucky   41076-9753
(Address of principal executive offices)   (Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

 

 

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:

 

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

 

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

 

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

 

¨ 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

(e) Compensatory Arrangements of Certain Officers.

On December 13, 2011, at a joint meeting of the Board of Directors of General Cable Corporation (the “Corporation”) and its Compensation Committee, the Board of Directors adopted an incentive compensation recoupment policy (“Clawback Policy”) that allows the Corporation to recover incentive-based compensation from executive officers in the event the Corporation is required to prepare an accounting restatement due to the material noncompliance of the Corporation with any financial reporting requirement under the securities laws or from executive officers or key employees if the individual materially violates the Corporation’s Code of Ethics. Upon the restatement of the Corporation’s financial statements due to material noncompliance, the Board of Directors may, to the fullest extent permitted by law, require each current and former executive officer to reimburse the Corporation for any amount paid within the last thirty-six months in excess of the amounts that would have been paid under the Corporation’s restated financial statements. In the event of a material violation of the Corporation’s Code of Ethics by an individual employee, the Board of Directors can recover any incentive-based compensation paid to such employee within the last twelve months. The Board of Directors has the sole discretion to determine the form and timing of the recovery, which may include repayment and an adjustment to future incentive-based compensation payouts or grants. The remedies under the Corporation’s Clawback Policy are in addition to, and not in lieu of, any legal and equitable claims the Corporation may have or any actions imposed by law enforcement agencies, regulators or other authorities.

The Corporation’s Corporate Governance Policy, which is available at the Corporation’s website, was amended to include the Corporation’s Clawback Policy.

The Compensation Committee amended the Corporation’s stock options, restricted stock units and restricted stock agreements to make the Clawback Policy applicable to future stock options, restricted stock units and restricted stock grants made to executive officers and key employees. The amended agreements will be effective for stock options, restricted stock units and restricted stock granted after January 1, 2012. There will be no stock options, restricted stock units and restricted stock granted to any executive officer prior to the effectiveness of the new agreements.

 

Item 9.01 Financial Statements and Exhibits .

List below the financial statements, pro forma financial information and exhibits, if any, furnished as part of this report.

 

  (d) Exhibits

 

10.1    Form of Nonqualified Stock Option Agreement pursuant to the General Cable Corporation 2005 Stock Incentive Plan.
10.2    Form of the Restricted Stock Unit Agreement pursuant to the General Cable Corporation 2005 Stock Incentive Plan.
10.3    Form of the Restricted Stock Award Agreement pursuant to the General Cable Corporation 2005 Stock Incentive Plan.


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
December 19, 2011      

/s/ Robert J. Siverd

      Robert J. Siverd
      Executive Vice President, General
      Counsel and Secretary


INDEX TO EXHIBITS

 

Exhibit
Number

  

Description

10.1    Form of Nonqualified Stock Option Agreement pursuant to the General Cable Corporation 2005 Stock Incentive Plan.
10.2    Form of the Restricted Stock Unit Agreement pursuant to the General Cable Corporation 2005 Stock Incentive Plan.
10.3    Form of the Restricted Stock Award Agreement pursuant to the General Cable Corporation 2005 Stock Incentive Plan.

Exhibit 10.1

NONQUALIFIED STOCK OPTION AGREEMENT

 

GRANTED TO:                                         
DATE OF GRANT:                                         
GRANTED PURSUANT TO:    General Cable Corporation 2005 Stock Incentive Plan
NUMBER OF UNDERLYING SHARES:                    
EXERCISE PRICE:    $               
VESTING SCHEDULE:    1/3 rd vested on 1 st anniversary of date of grant,
   1/3 rd on 2 nd anniversary of date of grant, and
   1/3 rd on 3 rd anniversary of date of grant

1. This Nonqualified Stock Option Agreement (the “Agreement”) is made and entered into as of             (the “Date of Grant”) between General Cable Corporation, a Delaware corporation (the “Company”), and             , as a participant (the “Participant”) in the General Cable Corporation 2005 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.

2. 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.

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

4. The Option shall become exercisable according to the vesting schedule set forth above, specifically, the grant will vest 1/3rd on             , 1/3rd on             , and 1/3rd on             , unless the Option otherwise becomes exercisable pursuant to Section 14 of the Plan. The Option shall remain exercisable, subject to Paragraph 5 below, until (i) an expiration date resulting from the termination of the Participant’s employment in accordance with Section 14 of the Plan or Paragraph 6 below, or (ii) a date established by the Committee within 60 days upon the occurrence of the Change in Control of the Company in accordance with Section 13(a) or 13(c) of the Plan. For purposes of this Agreement and Section 14 of the Plan, “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.

5. The Option, unless sooner terminated or exercised in full, shall expire on the tenth anniversary of the Date of Grant and, notwithstanding anything herein to the contrary, no portion of the Option may be exercised after such date.


6. Notwithstanding Section 14 of the Plan, in the event of the termination of the Participant’s employment on account of Retirement (as defined below), the exercisable portion of the Option held by the Participant on the date of the Participant’s Retirement shall remain exercisable until the earlier of (i) the end of the three-year period following the date of the Participant’s Retirement, or (ii) the date on which the Option would otherwise expire pursuant to Paragraph 5 above (or, if earlier, the date described in Paragraph 4(ii) above). The portion of the Option that is not exercisable at the termination date shall be forfeited. 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.

7. During the Participant’s lifetime, the Option shall not be subject in any manner to alienation, anticipation, sale, assignment, pledge, encumbrance or other transfer and shall be exercisable only by the Participant. Upon the death of the Participant, (i) 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 and (ii) the Option shall be exercisable in accordance with Section 14 of the Plan.

8. The Participant may exercise the Option regardless of whether any other option that the Participant has been granted by the Company remains unexercised. In no event may the Participant exercise the Option for a fraction of a share or for the lesser of 100 shares or the remaining exercisable shares.

9. Any notice of exercise of the Option shall be in writing addressed 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. The Option’s Exercise Price shall be paid by the Participant on the date the Option is exercised in accordance with Section 6(c) 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.

10. By his or her acceptance of this Agreement, the Participant agrees to reimburse the Company for any taxes required by any government to be withheld or otherwise deducted and paid by the Company with respect to the issuance or disposition of the shares subject to the Option. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from the Company or a Subsidiary, as the case may be, to the Participant. The Company may, in its discretion, hold the stock certificate or certificates to which the Participant is entitled upon the exercise of the Option as security for the payment of such withholding tax liability, until cash sufficient to pay that liability has been accumulated. In addition, at any time that the Company becomes subject to a withholding obligation under applicable law with respect to the exercise of the Option (the “Tax Date”), except as set forth below, a holder of the Option may elect to satisfy, in whole or in part, the holder’s related personal tax liabilities (an “Election”) by (a) directing the Company to withhold from shares issuable in the related exercise either a specified number of shares or shares having a specified value (in each case not in excess of the minimum required tax withholding amount), (b) tendering shares previously issued pursuant to the exercise of an Award or other shares of the Company’s Common Stock owned by the holder or (c) combining any or all of the foregoing Elections in any fashion. An Election shall be irrevocable. The withheld shares and other shares of Common Stock tendered in payment shall be valued at their Fair Market Value on the Tax Date. The Committee may disapprove of any Election, suspend or terminate the right to make Elections or provide that the right to make Elections shall not apply to particular shares or exercises. The Committee may impose any additional conditions or restrictions on the right to make an Election as it shall deem appropriate, including any limitations necessary to comply with Section 16 of the Exchange Act.

11. 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 the Participant receives such shares.

12. The Participant covenants and agrees with the Company that if, at the time of exercise of the Option, 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

 

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is current with respect to the shares subject to the Option, (i) that he or she is purchasing the shares 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 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 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 or sale of such shares, 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 certificate or certificates evidencing such shares shall bear a legend to the effect of the foregoing.

13. The Option granted in this Agreement and any underlying shares or value received will be subject to all applicable clawback or compensation recovery policies adopted by the Company’s Board of Directors, as may be adopted or amended at the sole discretion of the Company’s Board of Directors.

14. 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.

15. This Agreement is not a contract of employment, as applicable, and the terms of the Participant’s employment shall not be affected hereby or by any agreement referred to herein except to the extent specifically so provided herein or therein. Nothing herein shall be construed to impose any obligation on the Company to continue the employment of a Participant who is employed by the Company or any of its Subsidiaries, and it shall not impose any obligation on the Participant’s part to remain in the employ of the Company or any of its Subsidiaries. This Agreement shall be governed by and construed in accord with the laws of the Commonwealth of Kentucky, excluding principles of conflicts of law.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written above.

 

GENERAL CABLE CORPORATION
Robert J. Siverd
Executive Vice President,
General Counsel and Secretary

I hereby accept the award of the Option described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby agree that all of the decisions and determinations of the Committee with respect to the Option shall be final and binding.

 

By:  

 

     Date:  

 

  [Participant]       

 

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Exhibit 10.2

PERFORMANCE-BASED STOCK UNIT AGREEMENT

 

GRANTED TO:   
DATE OF GRANT:   
GRANTED PURSUANT TO:    General Cable Corporation 2005 Stock Incentive Plan
NUMBER OF UNITS:   
VESTING SCHEDULE:   

1. This 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             (the “Participant”), as a participant (the “Participant”) in the General Cable Corporation 2005 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. The Participant is granted             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 will vest according to the vesting schedule set forth above, provided that the performance condition set forth herein has been met. Specifically, the grant will vest 100% on [DATE] (the “Vesting Date”) if the Company has earned at least $1.00 of cumulative net income during the vesting period (the “Performance Target”) and the Participant has continued in employment through the Vesting Date, or as provided in Paragraph 7 or 8 below. For this purpose, cumulative net income shall mean the Company’s cumulative net income for the period beginning on the first day of the calendar month following the date of grant through the last day of the calendar month preceding the Vesting Date (or through the date described in Paragraph 7, if applicable). The Performance Target shall be calculated at the end of the vesting period by the Vice President, Compensation and Benefits, with the advice of the Chief Financial Officer of the Company (the “Officers”) and shall be reported to the Compensation Committee of the Company’s Board of Directors (the Compensation Committee”). The Performance Target shall be calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), and the GAAP results shall be adjusted by the Officers to exclude extraordinary gains or losses in accordance with the methodology that has been specified by the Compensation Committee for calculation of the Performance Target. No payment shall be made with respect to the Stock Units unless and until the Compensation Committee shall have certified that the Performance Target and the requirements of this Agreement have been met (except in the event of a Change in Control as described in Paragraph 8 below). The Stock Units granted hereunder are a matter of separate inducement and are not in lieu of salary or other compensation for the Participant’s services.


3. The Stock Units shall be promptly recorded on the books of the Company as Stock Unit awards. When and if the vesting restrictions, as set forth in the vesting schedule above, terminate, the Participant shall be entitled to a payment in shares of Common Stock only, one share of Common Stock for each Stock Unit granted hereunder, and the Participant shall have no rights to the Stock Units until all vesting restrictions terminate. Payment shall be made within 90 days after the Vesting Date, but not later than March 15 after the end of the calendar year in which the Stock Units vest, subject to Paragraphs 7, 8 and 13 below.

4. 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 Paragraphs 5 and 6 below.

5. The Stock Units shall be subject to vesting 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 and to receive all dividends and other distributions paid with respect to them, and all such shares shall be evidenced by one or more certificates. The Participant shall not be entitled to Dividend Equivalent Rights with respect to the Stock Units.

6. Stock Units may not be 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.

7. In the event of the termination of the Participant’s employment, the Participant’s outstanding Stock Units shall vest or be forfeited, as applicable, in accordance with Section 14 of the Plan; provided, however, that (a) if the Participant’s employment terminates on account of Disability (as defined below) or death, the Participant’s unvested Stock Units will fully vest as of the date of the Participant’s termination of employment, or (b) if the Participant’s employment terminates on account of Retirement (as defined below), and if the Performance Target is met for the period beginning on the first day of the calendar month following the date of grant through the last day of the calendar month preceding the Participant’s termination date, a pro rata portion of the Participant’s unvested Stock Units will vest as of the date of the Participant’s termination of employment. The pro rata portion will be determined by multiplying the Participant’s unvested Stock Units by a fraction, the numerator of which is the number of the Participant’s completed months of service from the Date of Grant to the termination date and the denominator of which is 60. 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. 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. Any Stock Units that vest upon termination of employment pursuant to this Paragraph 7 shall be paid within 90 days after the termination date, but not later than March 15 after the end of the calendar year in which the Stock Units vest, subject to Paragraph 13 below. Any Stock Units that do not vest upon termination of employment shall be forfeited on the termination date.

8. Notwithstanding anything contained in this Agreement to the contrary, all outstanding Stock Units shall become fully vested immediately upon the occurrence of the Change in Control of the Company in accordance with Section 13 of the Plan. Any Stock Units that vest upon a Change in Control pursuant to this Paragraph 8 shall be paid upon or within 60 days after the Change in Control, subject to Paragraph 13 below.


9. Subject to Section 10(c) of the Plan, the Participant shall be entitled to defer receipt of shares of Common Stock upon the termination of the vesting restrictions applicable to the Stock Units only under the terms of an agreement with the Company acceptable to the Company under the terms of the General Cable Corporation Deferred Compensation Plan and applicable law. Further, the Company reserves the right to cause deferral to be made so as to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

10. By his or her acceptance of this Agreement, the Participant agrees to reimburse the Company for any taxes required by any government to be withheld or otherwise deducted and paid by the Company in respect of the Stock Units or any shares of Common Stock issued to the Participant upon the termination of vesting restrictions related to the Stock Units. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any compensation or other sums due or to become due from the Company or a Subsidiary, as the case may be, to the Participant, and the Company may withhold such taxes from shares of Common Stock to be delivered pursuant to this Agreement (up to the minimum required tax withholding amount).

11. 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 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 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, 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 shall bear a legend to the effect of the foregoing.

12. 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.

13. The Stock Units granted in this Agreement and any underlying shares or value received will be subject to all applicable clawback or compensation recovery policies adopted by the Company’s Board of Directors, as may be adopted or amended at the sole discretion of the Company’s Board of Directors.

14. 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. If payment is to be made upon vesting in the event of a Change in Control and the Change in Control is not a “change in control event” under section 409A, then the outstanding Stock Units will nevertheless vest on the Change in Control, but, if required by section 409A, the vested Stock Units will be paid at the earlier of separation from service or the Vesting Date described in Paragraph 3 above.

14. This Agreement is not a contract of employment and the terms of the Participant’s employment shall not be affected hereby or by any agreement referred to herein except to the extent specifically so provided herein or therein. Nothing herein shall be construed to impose any obligation on the Company to continue the Participant’s employment, and it shall not impose any obligation on the Participant’s part to remain in the employ of the Company or any of its Subsidiaries. This Agreement shall be governed by and construed in accord with the laws of the Commonwealth of Kentucky, excluding principles of conflicts of law.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written above.

 

GENERAL CABLE CORPORATION
By:
Name:
Title:

I hereby accept the award of the Stock Units described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby agree that all of the decisions and determinations of the Committee with respect to the Stock Units shall be final and binding.

 

By:  

 

         Date:  

 

[Participant]          

Exhibit 10.3

RESTRICTED STOCK AGREEMENT

 

GRANTED TO:   
DATE OF GRANT:   
GRANTED PURSUANT TO:    General Cable Corporation 2005 Stock Incentive Plan
NUMBER OF SHARES:   
VESTING SCHEDULE:   

1. This Restricted Stock Agreement (the “Agreement”) is made and entered into as of                     (the “Date of Grant”) between General Cable Corporation, a Delaware corporation (the “Company”), and             as a participant (the “Participant”) in the General Cable Corporation 2005 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. The Participant is granted             shares of the Common Stock of the Company (the “Restricted Stock”). The Restricted Stock is granted as provided for under the Plan and is subject to the terms and conditions set forth in the Plan and this Agreement. This grant of Restricted Stock will vest according to the vesting schedule set forth above. Specifically, the grant will vest             .

3. The Restricted Stock granted hereunder shall be promptly issued and evidenced by a certificate or certificates for such shares issued in the Participant’s name or by book entry at the Company’s option. The Participant shall thereupon have all the rights of a shareholder with respect to such shares, including, but not limited to, the right to vote such shares and to receive all dividends and other distributions paid with respect to them; provided, however , that the shares shall be subject to the restrictions on transferability in Paragraphs 5 and 6 below. Unless as otherwise provided in this Paragraph 3, the Company shall hold the certificate or certificates for such shares until the date the restrictions on transferability are removed in accordance with Paragraphs 5 and 7 below. The Company may, in its sole discretion and at any time prior to the date the restrictions on transferability are removed in accordance with Paragraphs 5 and 7 below, require (i) that the stock certificate or certificates representing such shares shall be imprinted with a legend stating that the shares represented thereby are the restricted shares subject to the terms and conditions of this Agreement and, as such, may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with the terms of this Agreement, and if the Company makes such requirement, then each transfer agent for the Common Stock shall be instructed to like effect with respect to such shares, and/or (ii) that the Participant shall, upon receipt of the certificate or certificates therefor, deposit such certificate or certificates together with a stock power or other like instrument of transfer, appropriately endorsed in blank, with an escrow agent designated by the Company, which may be the Company, under a deposit agreement containing such terms and conditions as the Company shall approve, with the expenses of such escrow to be borne by the Company.

4. If under Section 12 of the Plan the Participant, as the owner of the shares of the Restricted Stock, shall be entitled to new, additional or different shares of stock or securities, (i) the Company may require that the certificate or certificates for, or other evidences of, such new, additional or different shares or securities, together with a stock power or other instrument of transfer appropriately endorsed, shall be imprinted with a legend as provided in Paragraph 3 above, be deposited by the Participant under the deposit agreement provided for therein, and (ii) such certificate or certificates for, or other evidences of, such new, additional or different shares or securities shall be subject to the restrictions on transferability as provided in Paragraphs 5 and 6 below.


5. The shares of the Restricted Stock shall be subject to restrictions on transferability. Subject to Paragraph 7 below, such restrictions shall be removed from such shares according to the vesting schedule set forth above. Notwithstanding anything contained in this Agreement to the contrary, all shares of the Restricted Stock shall become fully vested immediately upon the occurrence of the Change in Control of the Company in accordance with Section 13 of the Plan.

6. During the period when the Restricted Stock is subject to the restrictions on transferability, none of the shares of the Restricted Stock subject to such restrictions shall be 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 shares of the Restricted Stock in any such manner shall result in the immediate forfeiture of such shares and any other shares then held by the Company or the designated escrow agent on the Participant’s behalf.

7. In the event of the termination of the employment of a Participant who is employed by the Company or any of its Subsidiaries, the Participant’s shares of the Restricted Stock shall vest or be forfeited, as applicable, in accordance with Section 14 of the Plan.

8. By his or her acceptance of this Agreement, the Participant agrees to reimburse the Company for any taxes required by any government to be withheld or otherwise deducted and paid by the Company in respect of the Restricted Stock. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from the Company or a Subsidiary, as the case may be, to the Participant.

9. 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 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.

10. The Participant covenants and agrees with the Company that if, with respect to 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 shares subject to this Agreement, (i) that he or she takes the shares 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 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 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 or sale of such shares, 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 certificate or certificates evidencing such shares shall bear a legend to the effect of the foregoing.

11. The Restricted Stock granted in this Agreement and any value received from such shares will be subject to all applicable clawback or compensation recovery policies adopted by the Company’s Board of Directors, as may be adopted or amended at the sole discretion of the Company’s Board of Directors.

12. 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. 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, as applicable, the provisions of the latter shall prevail.

 

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13. This Agreement is not a contract of employment, as applicable, and the terms of the Participant’s employment shall not be affected hereby or by any agreement referred to herein except to the extent specifically so provided herein or therein. Nothing herein shall be construed to impose any obligation on the Company to continue the employment of a Participant who is employed by the Company or any of its Subsidiaries, and it shall not impose any obligation on the Participant’s part to remain in the employ of the Company or any of its Subsidiaries. This Agreement shall be governed by and construed in accord with the laws of the Commonwealth of Kentucky, excluding principles of conflicts of law.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written above.

 

GENERAL CABLE CORPORATION

/s/ Robert J. Siverd

Robert J. Siverd
Executive Vice President,
General Counsel and Secretary

ACCEPTED:

 

By:  

 

 

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