UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 2014
Commission File No. 001-12561
BELDEN INC.
(Exact name of registrant as specified in its charter)
Delaware | 36-3601505 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1 North Brentwood Boulevard
15th Floor
St. Louis, Missouri 63105
(Address of principal executive offices)
(314) 854-8000
Registrants telephone number, including area code
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ .
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨ .
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x .
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
As of May 1, 2014, the Registrant had 43,602,220 outstanding shares of common stock.
PART I | FINANCIAL INFORMATION |
Item 1. | Financial Statements |
BELDEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
-1-
BELDEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands, except per share amounts) | ||||||||
Revenues |
$ | 487,690 | $ | 507,473 | ||||
Cost of sales |
(311,973 | ) | (340,120 | ) | ||||
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Gross profit |
175,717 | 167,353 | ||||||
Selling, general and administrative expenses |
(94,848 | ) | (91,982 | ) | ||||
Research and development |
(20,571 | ) | (20,425 | ) | ||||
Amortization of intangibles |
(11,741 | ) | (12,977 | ) | ||||
Income from equity method investment |
954 | 2,271 | ||||||
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Operating income |
49,511 | 44,240 | ||||||
Interest expense |
(18,820 | ) | (15,905 | ) | ||||
Interest income |
150 | 108 | ||||||
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Income from continuing operations before taxes |
30,841 | 28,443 | ||||||
Income tax expense |
(5,685 | ) | (6,198 | ) | ||||
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Income from continuing operations |
25,156 | 22,245 | ||||||
Loss from disposal of discontinued operations, net of tax |
(562 | ) | | |||||
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Net income |
$ | 24,594 | $ | 22,245 | ||||
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Weighted average number of common shares and equivalents: |
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Basic |
43,514 | 44,420 | ||||||
Diluted |
44,293 | 45,427 | ||||||
Basic income (loss) per share |
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Continuing operations |
$ | 0.58 | $ | 0.50 | ||||
Discontinued operations |
(0.01 | ) | | |||||
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Net income |
$ | 0.57 | $ | 0.50 | ||||
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Diluted income (loss) per share |
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Continuing operations |
$ | 0.57 | $ | 0.49 | ||||
Discontinued operations |
(0.01 | ) | | |||||
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Net income |
$ | 0.56 | $ | 0.49 | ||||
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Comprehensive income |
$ | 13,281 | $ | 14,892 | ||||
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Dividends declared per share |
$ | 0.05 | $ | 0.05 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
-2-
BELDEN INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands) | ||||||||
Cash flows from operating activities: |
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Net income |
$ | 24,594 | $ | 22,245 | ||||
Adjustments to reconcile net income to net cash used for operating activities: |
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Depreciation and amortization |
21,238 | 22,546 | ||||||
Share-based compensation |
4,566 | 3,419 | ||||||
Pension funding less than pension expense |
763 | 798 | ||||||
Loss on sale of business |
562 | | ||||||
Provision for inventory obsolescence |
63 | 474 | ||||||
Income from equity method investment |
(954 | ) | (2,271 | ) | ||||
Deferred income tax benefit |
(2,248 | ) | | |||||
Tax benefit related to share-based compensation |
(3,264 | ) | (4,227 | ) | ||||
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses: |
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Receivables |
(6,490 | ) | (9,785 | ) | ||||
Inventories |
(13,268 | ) | (2,723 | ) | ||||
Accounts payable |
1,252 | 5,520 | ||||||
Accrued liabilities |
(40,748 | ) | (30,347 | ) | ||||
Accrued taxes |
(1,374 | ) | (69,987 | ) | ||||
Other assets |
(2,417 | ) | (5,606 | ) | ||||
Other liabilities |
(2,690 | ) | (1,782 | ) | ||||
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Net cash used for operating activities |
(20,415 | ) | (71,726 | ) | ||||
Cash flows from investing activities: |
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Capital expenditures |
(10,356 | ) | (6,437 | ) | ||||
Cash used to acquire businesses, net of cash acquired |
(4,700 | ) | (9,475 | ) | ||||
Proceeds (payments) from disposal of businesses |
(956 | ) | 3,735 | |||||
Proceeds from disposal of tangible assets |
12 | 1,077 | ||||||
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Net cash used for investing activities |
(16,000 | ) | (11,100 | ) | ||||
Cash flows from financing activities: |
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Proceeds from exercise of stock options, net of withholding tax payments |
(5,441 | ) | 1,551 | |||||
Cash dividends paid |
(2,172 | ) | (76 | ) | ||||
Debt issuance costs paid |
(1,702 | ) | (6,794 | ) | ||||
Borrowings under credit arrangements |
| 388,220 | ||||||
Payments under borrowing arrangements |
| (194,110 | ) | |||||
Payments under share repurchase program |
| (31,250 | ) | |||||
Tax benefit related to share-based compensation |
3,264 | 4,227 | ||||||
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Net cash provided by (used for) financing activities |
(6,051 | ) | 161,768 | |||||
Effect of foreign currency exchange rate changes on cash and cash equivalents |
(1,259 | ) | (4,631 | ) | ||||
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Increase (decrease) in cash and cash equivalents |
(43,725 | ) | 74,311 | |||||
Cash and cash equivalents, beginning of period |
613,304 | 395,095 | ||||||
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Cash and cash equivalents, end of period |
$ | 569,579 | $ | 469,406 | ||||
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
-3-
BELDEN INC.
CONDENSED CONSOLIDATED STOCKHOLDERS EQUITY STATEMENT
THREE MONTHS ENDED MARCH 30, 2014
(Unaudited)
Accumulated | ||||||||||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||||||||||
Common Stock | Paid-In | Retained | Treasury Stock | Comprehensive | ||||||||||||||||||||||||||||
Shares | Amount | Capital | Earnings | Shares | Amount | Income (Loss) | Total | |||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||
Balance at December 31, 2013 |
50,335 | $ | 503 | $ | 585,753 | $ | 556,214 | (6,880 | ) | $ | (276,748 | ) | $ | (29,181 | ) | $ | 836,541 | |||||||||||||||
Net income |
| | | 24,594 | | | | 24,594 | ||||||||||||||||||||||||
Foreign currency translation, net of $1.7 million tax |
| | | | | | (12,473 | ) | (12,473 | ) | ||||||||||||||||||||||
Adjustment to pension and postretirement liability, net of $0.7 million tax |
| | | | | | 1,160 | 1,160 | ||||||||||||||||||||||||
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Other comprehensive loss, net of tax |
(11,313 | ) | ||||||||||||||||||||||||||||||
Exercise of stock options, net of tax withholding forfeitures |
| | (5,336 | ) | | 92 | 1,721 | | (3,615 | ) | ||||||||||||||||||||||
Conversion of restricted stock units into common stock, net of tax withholding forfeitures |
| | (2,949 | ) | | 53 | 1,123 | | (1,826 | ) | ||||||||||||||||||||||
Share-based compensation |
| | 7,830 | | | | | 7,830 | ||||||||||||||||||||||||
Dividends ($0.05 per share) |
| | | (2,209 | ) | | | | (2,209 | ) | ||||||||||||||||||||||
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Balance at March 30, 2014 |
50,335 | $ | 503 | $ | 585,298 | $ | 578,599 | (6,735 | ) | $ | (273,904 | ) | $ | (40,494 | ) | $ | 850,002 | |||||||||||||||
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
-4-
BELDEN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Summary of Significant Accounting Policies
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.
The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2013:
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Are prepared from the books and records without audit, and |
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Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but |
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Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements. |
These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2013 Annual Report on Form 10-K.
Business Description
We are an innovative signal transmission solutions provider built around four global business platforms Broadcast Solutions, Enterprise Connectivity Solutions, Industrial Connectivity Solutions, and Industrial IT Solutions. Our comprehensive portfolio of signal transmission solutions provides industry leading secure and reliable transmission of data, sound and video for mission critical applications.
Reporting Periods
Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was March 30, 2014, the 89th day of our fiscal year 2014. Our fiscal second and third quarters each have 91 days. The three months ended March 31, 2013 included 90 days.
Reclassifications
We have made certain reclassifications to the 2013 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2014 presentation.
Fair Value Measurement
Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:
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Level 1 Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; |
-5-
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Level 2 Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and |
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Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. |
As of and during the three months ended March 30, 2014 and March 31, 2013, we utilized Level 1 inputs to determine the fair value of cash equivalents. We did not have any transfers between Level 1 and Level 2 fair value measurements during the three months ended March 30, 2014.
Cash and Cash Equivalents
We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes. The fair value of these cash equivalents as of March 30, 2014 was $204.0 million and is based on quoted market prices in active markets (i.e., Level 1 valuation).
Contingent Liabilities
We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable, the amounts of which are currently not material. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, results of operations or cash flow.
As of March 30, 2014, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $6.9 million, $4.8 million, and $1.7 million, respectively.
Revenue Recognition
We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customers purchase order or sales agreement. At times, we enter into arrangements that involve the delivery of multiple elements. For these arrangements, when the elements can be separated, the revenue is allocated to each deliverable based on that elements relative selling price and recognized based on the period of delivery for each element. Generally, we determine relative selling price using our best estimate of selling price, as we do not have vendor specific objective evidence or third party evidence of fair value for such arrangements.
We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known.
-6-
Discontinued Operations
In 2012, we sold our Thermax and Raydex cable business for $265.6 million in cash and recognized a pre-tax gain of $211.6 million ($124.7 million net of tax). At the time the transaction closed, we received $265.6 million in cash, subject to a working capital adjustment. We recognized a $0.9 million ($0.6 million net of tax) loss from disposal of discontinued operations related to this business in the three months ended March 30, 2014 as a result of settling the working capital adjustment and other matters.
In 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million and recognized a pre-tax gain of $88.3 million ($44.8 million net of tax). At the time the transaction closed, we received $136.9 million in cash, and the remaining $15.2 million was placed in escrow as partial security for our indemnity obligations under the sale agreement. In 2013, we collected a partial settlement of $4.2 million from the escrow. We remain in negotiations with the buyer of Trapeze regarding the status of the escrow and certain claims raised by the buyer. Based on the current status of the negotiations, the amount of the escrow receivable on our Condensed Consolidated Balance Sheet is $3.8 million, which is our best estimate of the remaining amount to be collected.
Subsequent Events
We have evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure. See Note 12.
Current-Year Adoption of Accounting Pronouncements
On January 1, 2014, we adopted new accounting guidance issued by the Financial Accounting Standards Board with regard to the presentation of liabilities for unrecognized tax benefits. The adoption of this guidance did not have a material impact on our financial statements.
Note 2: Acquisitions
We acquired Softel Limited (Softel) for $9.1 million, net of cash acquired, on January 25, 2013. Softel is a key technology supplier to the media sector with a portfolio of technologies well aligned with industry trends and growing demand. Softel is located in the United Kingdom. The results of Softel are reported within the Broadcast segment. The Softel acquisition was not material to our financial position or results of operations.
Note 3: Operating Segments
We are organized around four global business platforms: Broadcast, Enterprise Connectivity, Industrial Connectivity, and Industrial IT. Each of the global business platforms represents a reportable segment.
We allocate corporate expenses to the segments for purposes of measuring segment operating income. Corporate expenses are allocated on the basis of each segments relative operating income prior to the allocation, adjusted for certain items including asset impairment, severance and other restructuring costs, purchase accounting effects related to acquisitions, accelerated depreciation, amortization of intangible assets, and other costs.
Our measure of segment assets does not include cash, goodwill, intangible assets, deferred tax assets, or corporate assets. All goodwill is allocated to reporting units of our segments for purposes of impairment testing.
-7-
Broadcast
Solutions |
Enterprise
Connectivity Solutions |
Industrial
Connectivity Solutions |
Industrial
IT Solutions |
Total
Segments |
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(In thousands) | ||||||||||||||||||||
As of and for the three months ended March 30, 2014 |
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Revenues |
$ | 165,868 | $ | 108,394 | $ | 159,318 | $ | 54,110 | $ | 487,690 | ||||||||||
Affiliate revenues |
199 | 2,076 | 1,356 | 2 | 3,633 | |||||||||||||||
Operating income |
10,568 | 10,168 | 20,750 | 8,147 | 49,633 | |||||||||||||||
Total assets |
292,690 | 228,401 | 270,295 | 61,001 | 852,387 | |||||||||||||||
As of and for the three months ended March 31, 2013 |
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Revenues |
$ | 155,586 | $ | 116,627 | $ | 176,721 | $ | 58,539 | $ | 507,473 | ||||||||||
Affiliate revenues |
109 | 2,469 | 364 | 30 | 2,972 | |||||||||||||||
Operating income (loss) |
(146 | ) | 8,835 | 24,449 | 9,517 | 42,655 | ||||||||||||||
Total assets |
273,459 | 233,521 | 271,869 | 57,793 | 836,642 |
The following table is a reconciliation of the total of the reportable segments operating income to consolidated income from continuing operations before taxes.
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands) | ||||||||
Segment operating income |
$ | 49,633 | $ | 42,655 | ||||
Income from equity method investment |
954 | 2,271 | ||||||
Eliminations |
(1,076 | ) | (686 | ) | ||||
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Total operating income |
49,511 | 44,240 | ||||||
Interest expense |
(18,820 | ) | (15,905 | ) | ||||
Interest income |
150 | 108 | ||||||
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Income from continuing operations before taxes |
$ | 30,841 | $ | 28,443 | ||||
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Note 4: Income per Share
The following table presents the basis for the income per share computations:
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands) | ||||||||
Numerator: |
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Income from continuing operations |
$ | 25,156 | $ | 22,245 | ||||
Loss from disposal of discontinued operations, net of tax |
(562 | ) | | |||||
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Net income |
$ | 24,594 | $ | 22,245 | ||||
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Denominator: |
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Weighted average shares outstanding, basic |
43,514 | 44,420 | ||||||
Effect of dilutive common stock equivalents |
779 | 1,007 | ||||||
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Weighted average shares outstanding, diluted |
44,293 | 45,427 | ||||||
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For the three months ended March 30, 2014 and March 31, 2013, diluted weighted average shares outstanding do not include outstanding equity awards of 0.1 million and 0.3 million, respectively, because to do so would have been anti-dilutive.
-8-
For purposes of calculating basic earnings per share, unvested restricted stock units are not included in the calculation of basic weighted average shares outstanding until all necessary conditions have been satisfied and issuance of the shares underlying the restricted stock units is no longer contingent. Necessary conditions are not satisfied until the vesting date, at which time holders of our restricted stock units receive shares of our common stock.
For purposes of calculating diluted earnings per share, unvested restricted stock units are included to the extent that they are dilutive. In determining whether unvested restricted stock units are dilutive, each issuance of restricted stock units is considered separately.
Once a restricted stock unit has vested, it is included in the calculation of both basic and diluted weighted average shares outstanding.
Note 5: Inventories
The major classes of inventories were as follows:
March 30, 2014 | December 31, 2013 | |||||||
(In thousands) | ||||||||
Raw materials |
$ | 88,329 | $ | 85,379 | ||||
Work-in-process |
35,334 | 34,671 | ||||||
Finished goods |
115,422 | 107,091 | ||||||
Perishable tooling and supplies |
2,139 | 2,156 | ||||||
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Gross inventories |
241,224 | 229,297 | ||||||
Excess and obsolete reserves |
(21,126 | ) | (21,317 | ) | ||||
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Net inventories |
$ | 220,098 | $ | 207,980 | ||||
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Note 6: Long-Lived Assets
Disposals
During the three months ended March 31, 2013, we sold certain real estate of the Broadcast segment for $1.0 million, and recognized a $0.3 million loss on the sale.
Depreciation and Amortization Expense
We recognized depreciation expense in income from continuing operations of $9.5 million and $9.6 million in the three months ended March 30, 2014 and March 31, 2013, respectively.
We recognized amortization expense in income from continuing operations related to our intangible assets of $11.7 million and $13.0 million in the three months ended March 30, 2014 and March 31, 2013, respectively.
-9-
Note 7: Long-Term Debt and Other Borrowing Arrangements
The carrying values of our long-term debt and other borrowing arrangements were as follows:
March 30, 2014 | December 31, 2013 | |||||||
(In thousands) | ||||||||
Revolving credit agreement due 2018 |
$ | | $ | | ||||
Term Loan due 2020 |
248,800 | 248,775 | ||||||
Senior subordinated notes: |
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5.5% Senior subordinated notes due 2022 |
700,000 | 700,000 | ||||||
5.5% Senior subordinated notes due 2023 |
414,690 | 413,040 | ||||||
9.25% Senior subordinated notes due 2019 |
5,221 | 5,221 | ||||||
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Total senior subordinated notes |
1,119,911 | 1,118,261 | ||||||
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Total debt and other borrowing arrangements |
1,368,711 | 1,367,036 | ||||||
Less current maturities of Term Loan |
(2,500 | ) | (2,500 | ) | ||||
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Long-term debt |
$ | 1,366,211 | $ | 1,364,536 | ||||
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Revolving Credit Agreement due 2018
In 2013, we entered into a revolving credit agreement that provides a $400 million multi-currency asset-based revolving credit facility (the Revolver). The borrowing base under the Revolver includes eligible accounts receivable, inventory, and property, plant, and equipment of certain of our subsidiaries in the United States, Canada, Germany, the Netherlands, and the United Kingdom. As of March 30, 2014, our borrowing base was $325 million. The Revolver matures in 2018. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25% - 1.75%, depending upon our leverage position. We pay a commitment fee on our available borrowing capacity of 0.375%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant. We paid approximately $7.0 million of fees associated with the Revolver, which are being amortized over the life of the Revolver.
Term Loan due 2020
In 2013, we borrowed $250.0 million under a new Term Loan Credit Agreement (the Term Loan). The Term Loan is secured on a second lien basis by the assets securing the Revolving Credit Agreement due 2018 discussed above and on a first lien basis by the stock of certain of our subsidiaries. The borrowings under the Term Loan are scheduled to mature in 2020 and require quarterly amortization payments. Interest under the Term Loan is variable, based upon the three-month LIBOR plus an applicable spread. The interest rate as of March 30, 2014 was 3.25%. We utilized the proceeds from the Term Loan to repay amounts outstanding under the term loan of our prior senior secured credit facility. We paid approximately $3.6 million of fees associated with the Term Loan, which are being amortized over the life of the Term Loan using the effective interest method.
Senior Subordinated Notes
In 2013, we issued 300.0 million ($388.2 million at issuance) aggregate principal amount of 5.5% senior subordinated notes due 2023. The carrying value of the notes as of March 30, 2014 is $414.7 million. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2022 and 2019 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan. Interest is payable semiannually on April 15 and October 15 of each year. We paid $8.5 million of fees associated with the issuance of the notes in 2013, which are being amortized over the life of the notes using the effective interest method. We used the net proceeds from the transaction to repay amounts outstanding under the revolving credit component of our prior senior secured credit facility and for general corporate purposes.
-10-
As of March 30, 2014, we have $700.0 million aggregate principal amount of 5.5% senior subordinated notes due 2022 outstanding. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2019 and 2023 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan. Interest is payable semiannually on March 1 and September 1 of each year.
As of March 30, 2014, $5.2 million aggregate principal amount of our senior subordinated notes due 2019 remain outstanding. The senior subordinated notes due 2019 have a coupon interest rate of 9.25% and an effective interest rate of 9.75%. The interest on the 2019 notes is payable semiannually on June 15 and December 15. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2022 and 2023 and with any future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan.
Fair Value of Long-Term Debt
The fair value of our senior subordinated notes as of March 30, 2014 was approximately $1,132.0 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair values of our senior subordinated notes with a carrying value of $1,119.9 million as of March 30, 2014. We believe the fair value of our Term Loan approximates book value.
Note 8: Income Taxes
Income tax expense was $5.7 million for the three months ended March 30, 2014. The most significant factor in the difference between the effective tax rate of 18.4% and the statutory United States tax rate of 35% for the three months ended March 30, 2014 is the tax rate differential associated with our foreign earnings. In addition, income tax expense for the three months ended March 30, 2014 included a $2.2 million tax benefit due to a reduction of an uncertain tax position liability. The liability was reduced as a result of favorable developments with a foreign tax audit.
Note 9: Pension and Other Postretirement Obligations
The following table provides the components of net periodic benefit costs for our pension and other postretirement benefit plans:
Pension Obligations | Other Postretirement Obligations | |||||||||||||||
Three Months Ended |
March 30,
2014 |
March 31,
2013 |
March 30,
2014 |
March 31,
2013 |
||||||||||||
(In thousands) | ||||||||||||||||
Service cost |
$ | 2,019 | $ | 1,687 | $ | 31 | $ | 34 | ||||||||
Interest cost |
4,081 | 2,949 | 551 | 526 | ||||||||||||
Expected return on plan assets |
(5,116 | ) | (3,406 | ) | | | ||||||||||
Amortization of prior service credit |
| (8 | ) | (26 | ) | (28 | ) | |||||||||
Actuarial losses |
1,723 | 1,668 | 189 | 278 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net periodic benefit cost |
$ | 2,707 | $ | 2,890 | $ | 745 | $ | 810 | ||||||||
|
|
|
|
|
|
|
|
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Note 10: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)
The following table summarizes total comprehensive income:
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands) | ||||||||
Net income |
$ | 24,594 | $ | 22,245 | ||||
Foreign currency translation loss, net of $1.7 million and $0.0 million tax, respectively |
(12,473 | ) | (8,526 | ) | ||||
Adjustments to pension and postretirement liability, net of $0.7 million and $0.7 million tax, respectively |
1,160 | 1,173 | ||||||
|
|
|
|
|||||
Total comprehensive income |
$ | 13,281 | $ | 14,892 | ||||
|
|
|
|
The accumulated balances related to each component of other comprehensive income (loss), net of tax, are as follows:
Foreign Currency
Translation Component |
Pension and Other
Postretirement Benefit Plans |
Accumulated
Other Comprehensive Income (Loss) |
||||||||||
(In thousands) | ||||||||||||
Balance at December 31, 2013 |
$ | 7,796 | $ | (36,977 | ) | $ | (29,181 | ) | ||||
Other comprehensive loss before reclassifications |
(12,473 | ) | | (12,473 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income (loss) |
| 1,160 | 1,160 | |||||||||
|
|
|
|
|
|
|||||||
Net current period other comprehensive income (loss) |
(12,473 | ) | 1,160 | (11,313 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance at March 30, 2014 |
$ | (4,677 | ) | $ | (35,817 | ) | $ | (40,494 | ) | |||
|
|
|
|
|
|
The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the three months ended March 30, 2014:
Amount Reclassified from
Accumulated Other Comprehensive Income (Loss) |
Affected Line Item in the
Consolidated Statements of Operations and Comprehensive Income |
|||||||
(In thousands) | ||||||||
Amortization of pension and other postretirement benefit plan items: |
||||||||
Actuarial losses |
$ | 1,912 | (1) | |||||
Prior service credit |
(26 | ) | (1) | |||||
|
|
|||||||
Total before tax |
1,886 | |||||||
Tax benefit |
(726 | ) | ||||||
|
|
|||||||
Net of tax |
$ | 1,160 | ||||||
|
|
(1) |
The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 9). |
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Note 11: Share Repurchases
In July 2011, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $150.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. In November 2012, our Board of Directors authorized an extension of the share repurchase program, which allows us to purchase up to an additional $200.0 million of our common stock. This program is funded by cash on hand and cash flows from operating activities. The program does not have an expiration date and may be suspended at any time at the discretion of the Company.
For the three months ended March 30, 2014, we did not repurchase any of our common stock under the share repurchase program. From inception of the program to March 30, 2014, we have repurchased 5.4 million shares of our common stock under the program for an aggregate cost of $218.8 million and an average price of $40.37.
Note 12: Subsequent Events
We acquired 100% of the outstanding ownership interest in Grass Valley USA, LLC and GVBB Holdings S.a.r.l., (collectively, Grass Valley) on March 31, 2014 for cash of $220.0 million. Grass Valley is a leading provider of innovative technologies for the broadcast industry, including production switchers, cameras, servers, and editing solutions. Grass Valley is headquartered in the United States and will be included in our Broadcast segment. The $220.0 million purchase price remains subject to a working capital adjustment. We prepaid $4.4 million of the purchase price on March 28, 2014 in the form of a loan to Grass Valley. The prepayment is included in our Receivables balance in our Condensed Consolidated Balance Sheet and in investing activities in our Condensed Consolidated Cash Flow Statements.
Item 2: | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Overview
Belden Inc. (the Company, us, we, or our) is an innovative signal transmission solutions company built around four global business platforms Broadcast Solutions, Enterprise Connectivity Solutions, Industrial Connectivity Solutions, and Industrial IT Solutions. Our comprehensive portfolio of signal transmission solutions provides industry leading secure and reliable transmission of data, sound and video for mission critical applications.
We believe our business system, balance across markets and geographies, systematic go-to-market approach, extensive portfolio of innovative solutions, commitment to Lean principles, and improving margins present a unique value proposition that increases shareholder value.
We use a set of tools and processes that are designed to continuously improve business performance in the critical areas of quality, delivery, cost, and innovation. We consider revenue growth, operating margin, free cash flows, and return on invested capital to be our key operating performance indicators. We also seek to acquire businesses that we believe can help us achieve these objectives. The extent to which appropriate acquisitions are made and integrated can affect our overall growth, operating results, financial condition, and cash flows.
Trends and Events
The following trends and events during 2014 have had varying effects on our financial condition, results of operations, and cash flows.
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Commodity prices
Our operating results can be affected by changes in prices of commodities, primarily copper and compounds, which are components in some of the products we sell. Generally, as the costs of inventory purchases increase due to higher commodity prices, we raise selling prices to customers to cover the increase in costs, resulting in higher sales revenue but a lower gross profit percentage. Conversely, a decrease in commodity prices would result in lower sales revenue but a higher gross profit percentage. Selling prices of our products are affected by many factors, including end market demand, capacity utilization, overall economic conditions, and commodity prices. Importantly, however, there is no exact measure of the effect of changing commodity prices, as there are thousands of transactions in any given quarter, each of which has various factors involved in the individual pricing decisions. Therefore, all references to the effect of copper prices or other commodity prices are estimates.
Channel Inventory
Our operating results also can be affected by the levels of Belden products purchased and held as inventory by our channel partners and customers. Our channel partners and customers purchase and hold our products in their inventory in order to meet the service and on-time delivery requirements of their customers. Generally, as our channel partners and customers change the level of Belden products owned and held in their inventory, it impacts our revenues. Comparisons of our results between periods can be impacted by changes in the levels of channel inventory. All references to the effect of channel inventory changes are estimates.
Market Growth and Market Share
The broadcast, enterprise, and industrial markets in which we operate can generally be characterized as highly competitive and highly fragmented, with many players. Based on available data for our served markets, we estimate that our market share ranges from approximately 15% - 20%. A substantial acquisition in one of our served markets would be necessary to meaningfully change our estimated market share percentage. We monitor available data regarding market growth, including independent market research reports, publicly available indices, and the financial results of our direct and indirect peer companies, in order to estimate the extent to which our served markets grew or contracted during a particular period. We expect that our unit sales volume will increase or decrease consistently with the market growth rate. Our strategic goal is to utilize our Market Delivery System to target faster growing geographies, applications, and trends within our end markets, in order to achieve growth that is higher than the general market growth rate. To the extent that we exceed the market growth rates, we consider it to be the result of capturing market share.
Subsequent Event
We acquired 100% of the outstanding ownership interest in Grass Valley USA, LLC and GVBB Holdings S.a.r.l., (collectively, Grass Valley) on March 31, 2014 for cash of $220.0 million. Grass Valley is a leading provider of innovative technologies for the broadcast industry, including production switchers, cameras, servers, and editing solutions. The results of Grass Valley will be reported within the Broadcast segment. We expect to incur approximately $25 million of severance and other restructuring costs in 2014 as we integrate Grass Valley in order to achieve desired synergies.
Productivity Improvement Program
We expect to incur approximately $18 million of severance and other costs in the remainder of 2014 related to a productivity improvement program. This program will be focused on improving the productivity of our sales, marketing, finance, and human resources functions relative to our peers. We expect these actions to reduce our operating expenses by approximately $18 million on an annualized basis. The benefits of the productivity improvement program are expected to be realized beginning in the second half of fiscal 2014.
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We continuously review our business strategies. In order to remain competitive, our goal is to improve productivity on an annual basis. To the extent that market growth rates are low, we may need to restructure aspects of our business in order to meet our annual productivity targets. This could result in additional restructuring costs in future periods. The magnitude of restructuring costs in the future could be influenced by statutory requirements in the countries in which we operate and our internal policies with regard to providing severance benefits in the absence of statutory requirements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows that are or would be considered material to investors.
Critical Accounting Policies
During the three months ended March 30, 2014:
|
We did not change any of our existing critical accounting policies from those listed in our 2013 Annual Report on Form 10-K; |
|
No existing accounting policies became critical accounting policies because of an increase in the materiality of associated transactions or changes in the circumstances to which associated judgments and estimates relate; and |
|
There were no significant changes in the manner in which critical accounting policies were applied or in which related judgments and estimates were developed. |
Results of Operations
Consolidated Income from Continuing Operations before Taxes
Three Months Ended | % | |||||||||||
March 30, 2014 | March 31, 2013 | Change | ||||||||||
(In thousands, except percentages) | ||||||||||||
Revenues |
$ | 487,690 | $ | 507,473 | -3.9 | % | ||||||
Gross profit |
175,717 | 167,353 | 5.0 | % | ||||||||
Selling, general and administrative expenses |
94,848 | 91,982 | 3.1 | % | ||||||||
Research and development |
20,571 | 20,425 | 0.7 | % | ||||||||
Operating income |
49,511 | 44,240 | 11.9 | % | ||||||||
Income from continuing operations before taxes |
30,841 | 28,443 | 8.4 | % |
Revenues decreased in the three months ended March 30, 2014 from the comparable period of 2013 primarily due to the following factors:
|
A decrease in unit sales volume, including a decrease in channel inventory, resulted in approximately a $13.7 million decrease in revenues. The decrease in channel inventory resulted in part from shorter lead times stemming from our Lean Enterprise initiatives, which allow our channel partners to maintain lower levels of Belden products in their inventory. Sales volume in the prior year benefited from several non-recurring projects in our industrial businesses. |
|
Lower copper costs resulted in a revenue decrease of approximately $5.7 million. |
|
Unfavorable currency translation resulted in a revenue decrease of approximately $0.4 million. |
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Gross profit for the three months ended March 31, 2013 included $6.6 million of cost of sales arising from the adjustment of inventory to fair value related to our December 2012 acquisition of PPC Broadband, Inc. (PPC). Excluding that adjustment, gross profit for the three months ended March 30, 2014 increased by $1.8 million from the comparable period of 2013 primarily due to improved productivity and favorable product mix. Favorable currency translation of approximately $1.1 million also contributed to the increase in gross profit. These factors were partially offset by a decrease in gross profit due to the decrease in revenues.
Selling, general and administrative expenses increased in the three months ended March 30, 2014 from the comparable period of 2013 due to investments in our strategic initiatives as well as transaction costs for our March 31, 2014 acquisition of Grass Valley of approximately $0.9 million.
Operating income for the three months ended March 30, 2014 included $11.7 million of amortization of intangibles. Operating income for the three months ended March 31, 2013 included $13.0 million of amortization of intangibles and $6.6 million of cost of sales arising from the adjustment of inventory to fair value related to our December 2012 acquisition of PPC. Excluding these costs, operating income for the three months ended March 30, 2014 decreased by $2.5 million from the comparable period of 2013. The decrease was primarily due to the increase in selling, general and administrative expenses discussed above. In addition, income from our equity method investment decreased by $1.3 million. Favorable currency translation of approximately $1.7 million partially offset these decreases in operating income.
Interest expense increased in the three months ended March 30, 2014 from the comparable period of 2013 due to our refinancing activities in 2013. Interest expense for the three months ended March 31, 2013 also includes $1.5 million of interest expense associated with an uncertain tax position for a foreign tax audit.
Income from continuing operations before taxes increased in the three months ended March 30, 2014 from the comparable period of 2013 due to the increases in gross profit discussed above, partially offset by the increases in selling, general and administrative expenses and interest expense.
Income Taxes
Three Months Ended | % | |||||||||||
March 30, 2014 | March 31, 2013 | Change | ||||||||||
(In thousands, except percentages) | ||||||||||||
Income from continuing operations before taxes |
$ | 30,841 | $ | 28,443 | 8.4 | % | ||||||
Income tax expense |
5,685 | 6,198 | -8.3 | % | ||||||||
Effective tax rate |
18.4 | % | 21.8 | % |
We recognized income tax expense of $5.7 million for the three months ended March 30, 2014, representing an effective tax rate of 18.4%. Our income tax expense for the three months ended March 30, 2014 included a $2.2 million tax benefit due to a reduction of an uncertain tax position liability. The liability was reduced as a result of favorable developments with a foreign tax audit.
We recognized income tax expense of $6.2 million for the three months ended March 31, 2013, representing an effective tax rate of 21.8%. Our income tax expense for the three months ended March 31, 2013 included a $5.2 million tax benefit due to the impact of tax law changes in the United States (U.S.) regarding the portion of our foreign income that is taxable in the U.S. In addition, for the three months ended March 31, 2013, we recorded $3.7 million of income tax expense for an uncertain tax position liability related to a foreign tax audit.
Our income tax expense was also impacted by foreign tax rate differences. The statutory tax rates associated with our foreign earnings generally are lower than the statutory U.S. tax rate of 35%. This had the greatest impact on our income from continuing operations before taxes that is generated in Germany, Canada, and the Netherlands, which have statutory tax rates of approximately 28%, 26%, and 25%, respectively. Foreign tax rate differences reduced our income tax expense by approximately $2.8 million and $2.4 million for the three months ended March 30, 2014 and March 31, 2013, respectively.
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Our income tax expense and effective tax rate in future periods may be impacted by many factors, including our geographic mix of income and changes in tax laws.
Broadcast Solutions
Three Months Ended | % | |||||||||||
March 30, 2014 | March 31, 2013 | Change | ||||||||||
(In thousands, except percentages) | ||||||||||||
Revenues |
$ | 165,868 | $ | 155,586 | 6.6 | % | ||||||
Operating income (loss) |
10,568 | (146 | ) | 7338.4 | % | |||||||
as a percent of revenues |
6.4 | % | -0.1 | % |
Broadcast revenues increased in the three months ended March 30, 2014 from the comparable period of 2013 due to an increase in unit sales volume, net of a reduction in channel inventory, of approximately $10.0 million. Favorable currency translation resulted in approximately a $1.0 million increase in revenues. Lower copper costs resulted in a revenue decrease of approximately $0.7 million.
Operating income for the three months ended March 30, 2014 included $10.5 million of amortization of intangibles. Operating loss for the three months ended March 30, 2013 included $11.8 million of amortization of intangibles and $6.6 million of cost of sales arising from the adjustment of inventory to fair value related to our December 2012 acquisition of PPC.
Excluding the costs described above, operating income for the three months ended March 30, 2014 increased by $2.9 million from the comparable period of 2013. The increase in operating income is primarily due to leveraging the increase in revenues noted above. Operating income also benefited from improved product mix and favorable input costs.
Enterprise Connectivity Solutions
Three Months Ended | % | |||||||||||
March 30, 2014 | March 31, 2013 | Change | ||||||||||
(In thousands, except percentages) | ||||||||||||
Revenues |
$ | 108,394 | $ | 116,627 | -7.1 | % | ||||||
Operating income |
10,168 | 8,835 | 15.1 | % | ||||||||
as a percent of revenues |
9.4 | % | 7.6 | % |
Enterprise Connectivity revenues decreased in the three months ended March 30, 2014 from the comparable period of 2013 due to a decrease in unit sales volume of approximately $5.3 million. The decrease in volume was primarily due to a decrease in channel inventory. Lower copper costs and unfavorable currency translation resulted in revenue decreases of approximately $2.1 million and $0.8 million, respectively.
Operating income increased in the three months ended March 30, 2014 from the comparable period of 2013 due to improved productivity, product mix, and favorable input costs. These factors more than offset the impact of the decrease in revenues.
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Industrial Connectivity Solutions
Three Months Ended | % | |||||||||||
March 30, 2014 | March 31, 2013 | Change | ||||||||||
(In thousands, except percentages) | ||||||||||||
Revenues |
$ | 159,318 | $ | 176,721 | -9.8 | % | ||||||
Operating income |
20,750 | 24,449 | -15.1 | % | ||||||||
as a percent of revenues |
13.0 | % | 13.8 | % |
Industrial Connectivity revenues decreased in the three months ended March 30, 2014 from the comparable period of 2013 due to a decrease in unit sales volume, including a decrease in channel inventory, of approximately $12.5 million. Sales volume in the prior year benefited from several non-recurring projects. Lower copper costs and unfavorable currency translation resulted in revenue decreases of approximately $2.8 million and $2.1 million, respectively.
Operating income decreased in the three months ended March 30, 2014 from the comparable period of 2013 primarily due to the decrease in revenues discussed above.
Industrial IT Solutions
Three Months Ended | % | |||||||||||
March 30, 2014 | March 31, 2013 | Change | ||||||||||
(In thousands, except percentages) | ||||||||||||
Revenues |
$ | 54,110 | $ | 58,539 | -7.6 | % | ||||||
Operating income |
8,147 | 9,517 | -14.4 | % | ||||||||
as a percent of revenues |
15.1 | % | 16.3 | % |
Industrial IT revenues decreased in the three months ended March 30, 2014 from the comparable period of 2013 due to a decrease in unit sales volume, net of an increase in channel inventory, of approximately $5.9 million. Sales volume in the prior year benefited from several non-recurring projects. Favorable currency translation of approximately $1.5 million partially offset the decrease in revenues.
Operating income decreased in the three months ended March 30, 2014 from the comparable period of 2013 due to the decrease in revenues discussed above. Favorable currency translation of approximately $0.9 million and improved productivity partially offset the impact of the decrease in revenues.
Discontinued Operations
In 2012, we sold our Thermax and Raydex cable business for $265.6 million in cash and recognized a pre-tax gain of $211.6 million ($124.7 million net of tax). At the time the transaction closed, we received $265.6 million in cash, subject to a working capital adjustment. We recognized a $0.9 million ($0.6 million net of tax) loss from disposal of discontinued operations related to this business in the three months ended March 30, 2014 as a result of settling the working capital adjustment and other matters.
Liquidity and Capital Resources
Significant factors affecting our cash liquidity include (1) cash provided by operating activities, (2) disposals of businesses and tangible assets, (3) cash used for acquisitions, restructuring actions, capital expenditures, share repurchases, dividends, and senior subordinated note repurchases, and (4) our available credit facilities and other borrowing arrangements. In the first quarter of each year, cash from operating activities reflects the payments of annual rebates to our channel partners and incentive compensation to our associates. We expect
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our operating activities to generate cash in 2014 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions to our retirement plans, share repurchases, senior subordinated note repurchases, quarterly dividend payments, and our short-term operating strategies. However, we may require external financing were we to complete a significant acquisition. Our ability to continue to fund our future needs from business operations could be affected by many factors, including, but not limited to: economic conditions worldwide, customer demand, competitive market forces, customer acceptance of our product mix, and commodities pricing.
The following table is derived from our Condensed Consolidated Cash Flow Statements:
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands) | ||||||||
Net cash provided by (used for): |
||||||||
Operating activities |
$ | (20,415 | ) | $ | (71,726 | ) | ||
Investing activities |
(16,000 | ) | (11,100 | ) | ||||
Financing activities |
(6,051 | ) | 161,768 | |||||
Effects of currency exchange rate changes on cash and cash equivalents |
(1,259 | ) | (4,631 | ) | ||||
|
|
|
|
|||||
Increase (decrease) in cash and cash equivalents |
(43,725 | ) | 74,311 | |||||
Cash and cash equivalents, beginning of period |
613,304 | 395,095 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | 569,579 | $ | 469,406 | ||||
|
|
|
|
Net cash used for operating activities totaled $20.4 million for the three months ended March 30, 2014 compared to $71.7 million for the three months ended March 31, 2013. The most significant factor impacting the improvement in cash used for operating activities was the change in operating assets and liabilities. For the three months ended March 30, 2014, changes in operating assets and liabilities were a use of cash of $65.7 million, compared to $114.7 million for the comparable period of 2013.
The most significant use of cash for operating activities in 2013 related to taxes. Accrued taxes were a use of cash of $70.0 million for the three months ended March 31, 2013, compared to a use of cash of $1.4 million for the three months ended March 30, 2014. For the three months ended March 31, 2013, we made planned payments of two significant tax items. First, we paid $38.5 million of our estimated 2012 tax liability related to the sale of the Thermax and Raydex cable business in 2012. We recognized a $211.6 million pre-tax gain on the sale of this business in 2012. Second, we paid $30.0 million to settle a tax sharing agreement dispute with Cooper Industries. We reached the settlement and recognized a $21.0 million tax benefit in 2012. There were no significant tax payments made for the three months ended March 30, 2014.
Net cash used for investing activities totaled $16.0 million for the three months ended March 30, 2014 compared to $11.1 million for the three months ended March 31, 2013. Investing activities for the three months ended March 30, 2014 included capital expenditures of $10.4 million, payments for acquisitions of $4.7 million, and payments related to a previously disposed business of $1.0 million. The payments for acquisitions in the three months ended March 30, 2014 included $4.4 million of advanced payments for the March 31, 2014 acquisition of Grass Valley and $0.3 million of payments related to prior acquisitions. Investing activities for the three months ended March 31, 2013 included payments for acquisitions, net of cash acquired, of $9.5 million, capital expenditures of $6.4 million, the receipt of proceeds from previously disposed businesses of $3.7 million, and the receipt of $1.1 million of proceeds from the sale of tangible assets, primarily real estate in the Broadcast segment.
Net cash used for financing activities for the three months ended March 30, 2014 totaled $6.1 million, compared to cash provided by financing activities of $161.8 million for the three months ended March 31,
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2013. Financing activities for the three months ended March 30, 2014 included cash dividend payments of $2.2 million, net share based compensation activities of $2.2 million, and debt issuance cost payments of $1.7 million. The most significant financing activities for the three months ended March 31, 2013 were the issuance of $388.2 million of 5.5% senior subordinated notes due 2023 and the subsequent repayment of $194.1 million of borrowings outstanding under the revolving credit component of our prior senior secured credit facility. Financing activities for the three months ended March 31, 2013 also included payments under our share repurchase program of $31.3 million and payments of debt issuance costs of $6.8 million.
Our cash and cash equivalents balance was $569.6 million as of March 30, 2014. Of this amount, $113.8 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to permanently reinvest the foreign cash and cash equivalents outside of the U.S. If we were to repatriate the foreign cash to the U.S., we may be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation.
Our outstanding debt obligations as of March 30, 2014 consisted of $700.0 million aggregate principal of 5.5% senior subordinated notes due 2022, $414.7 million aggregate principal of 5.5% senior subordinated notes due 2023, $248.8 million of term loan borrowings due 2020, and $5.2 million aggregate principal of 9.25% senior subordinated notes due 2019. Additional discussion regarding our various borrowing arrangements is included in Note 7 to the Condensed Consolidated Financial Statements. As of March 30, 2014, there were no outstanding borrowings under our revolver, and we had $325.0 million in available borrowing capacity.
Forward-Looking Statements
Statements in this report other than historical facts are forward looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. Forward looking statements include any statements regarding future revenues, costs and expenses, operating income, earnings per share, margins, cash flows, dividends, and capital expenditures. These forward looking statements are based on forecasts and projections about the markets and industries which we serve and about general economic conditions. They reflect managements current beliefs and expectations. They are not guarantees of future performance, and they involve risk and uncertainty. Our actual results may differ materially from these expectations. Changes in the global economy may impact our results. Turbulence in financial markets may increase our borrowing costs. Additional factors that may cause actual results to differ from our expectations include: our reliance on key distributors in marketing products; our ability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control and productivity improvement programs); changes in the level of economic activity in our major geographic markets; difficulties in realigning manufacturing capacity and capabilities among our global manufacturing facilities; the competitiveness of the global broadcast, enterprise, and industrial markets; variability in our quarterly and annual effective tax rates; changes in accounting rules and interpretations of those rules which may affect our reported earnings; changes in currency exchange rates and political and economic uncertainties in the countries where we conduct business; demand for our products; the cost and availability of materials including copper, plastic compounds derived from fossil fuels, electronic components, and other materials; energy costs; our ability to achieve acquisition performance expectations and to integrate acquired businesses successfully; our ability to develop and introduce new products; having to recognize charges that would reduce income as a result of impairing goodwill and other intangible assets; security risks and the potential for business interruption from operating in volatile countries; disruptions or failures of our (or our suppliers or customers) systems or operations in the event of a major earthquake, weather event, cyber-attack, terrorist attack, or other catastrophic event that could cause delays in completing sales, providing services, or performing other mission-critical functions; and other factors.
For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on February 27, 2014. We disclaim any duty to update any forward-looking statements as a result of new information, future developments, or otherwise.
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Item 3: | Quantitative and Qualitative Disclosures about Market Risks |
Item 7A of our 2013 Annual Report on Form 10-K provides information as to the practices and instruments that we use to manage market risks. There were no material changes in our exposure to market risks since December 31, 2013.
Item 4: | Controls and Procedures |
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1: | Legal Proceedings |
We are a former owner of a property located in Kingston, Canada. The Ontario, Canada Ministry of the Environment is seeking to require current and former owners of the Kingston property to delineate and remediate soil and groundwater contamination at the site, which we believe was caused by Nortel (a former owner of the site). We are in the process of assessing whether we have any liability for the site, as well as the scope of contamination, cost of remediation, allocation of costs among the parties, and the other parties financial viability. Based on our current information, we do not believe this matter should have a material adverse effect on our financial condition, operating results, or cash flows. However, since the outcome of this matter is uncertain, we cannot give absolute assurance regarding its future resolution, or that such matter may not become material in the future.
Item 1A: | Risk Factors |
There have been no material changes with respect to risk factors as previously disclosed in our 2013 Annual Report on Form 10-K.
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Item 6: | Exhibits |
Exhibits | ||
Exhibit 10.1 | Form of Stock Appreciation Right Award Agreement | |
Exhibit 10.2 | Form of Performance Stock Unit Award Agreement | |
Exhibit 10.3 | Form of Restricted Stock Unit Award Agreement | |
Exhibit 31.1 | Certificate of the Chief Executive Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 31.2 | Certificate of the Chief Financial Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 32.1 | Certificate of the Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 32.2 | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 101.INS | XBRL Instance Document | |
Exhibit 101.SCH | XBRL Taxonomy Extension Schema | |
Exhibit 101.CAL | XBRL Taxonomy Extension Calculation | |
Exhibit 101.DEF | XBRL Taxonomy Extension Definition | |
Exhibit 101.LAB | XBRL Taxonomy Extension Label | |
Exhibit 101.PRE | XBRL Taxonomy Extension Presentation |
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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 thereunto duly authorized.
BELDEN INC. | ||||||||
Date: | May 6, 2014 | By: |
/s/ John S. Stroup |
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John S. Stroup | ||||||||
President, Chief Executive Officer and Director | ||||||||
Date: | May 6, 2014 | By: |
/s/ Henk Derksen |
|||||
Henk Derksen | ||||||||
Senior Vice President, Finance, and Chief Financial | ||||||||
Officer | ||||||||
Date: | May 6, 2014 | By: |
/s/ Douglas R. Zink |
|||||
Douglas R. Zink | ||||||||
Vice President and Chief Accounting Officer |
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Exhibit 10.1
BELDEN INC.
STOCK APPRECIATION RIGHT AWARD AGREEMENT
THIS STOCK APPRECIATION RIGHT AWARD AGREEMENT (including any special terms and conditions for the grantees country set forth in the appendix attached hereto (the Appendix ), this Agreement ) is effective as of the date shown as the Date of Grant on the attached Notice of Award (the Grant Date ) by and between Belden Inc., a Delaware corporation (the Company ) and the individual shown as the Grantee on the attached Notice of Award (the Grantee ).
WHEREAS , the Grantee is an executive or management employee of the Company, a subsidiary or an affiliate, and has been selected by the Compensation Committee (the Committee ) of the Board of Directors of the Company (the Board ) to receive a grant of stock appreciation rights corresponding to the number of shares reflected on the attached Notice of Award (the Shares ) of the Companys common stock, $0.01 par value per share (the Common Stock ), subject to certain restrictions, and to enter into a Stock Appreciation Right Award Agreement in the form hereof;
NOW THEREFORE , the Company and the Grantee hereby agree as follows:
1. GRANT OF SARs . The Company hereby grants to the Grantee, on the Grant Date, stock appreciation rights corresponding to the number of Shares reflected on the attached Notice of Award (such Stock Appreciation Rights with respect to such number of Shares being the SARs ). The SARs have an exercise price per Share reflected as the option price on the attached Notice of Award (the Exercise Price ), which is the fair market value of a Share on the Grant Date (such fair market value representing the closing price of a Share on the Grant Date). The SARs shall vest and become exercisable ( Vest ) in accordance with Section 2 below. The Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares to be issued to the Grantee under Section 5 hereof and will have the status of a general unsecured creditor of the Company. The SARs are granted under the Companys 2011 Long Term Incentive Plan (the Plan ) and shall be subject to the terms and conditions of the Plan and this Agreement. Capitalized terms used in this Agreement without further definition shall have the same meanings given to such terms in the Plan.
2. VESTING OF SARs . The SARs shall Vest according to the Vesting Schedule as reflected on the attached Notice of Award. Such vesting rights with respect to the SARs are further subject to the following conditions:
(a) | Employment . During the Grantees lifetime, the SARs are exercisable only by the Grantee, and, except as otherwise provided in clause (c) below, only if the Grantee has remained continuously employed by the Company or one of its subsidiaries or affiliates from the Grant Date. |
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(b) | Term of SARs . The SARs shall expire ten years following the Grant Date (the period between the Grant Date and such expiration date being the SAR Term ), or earlier if clause (c) of this Section 2 applies. |
(c) | Exceptions . Subject to the exceptions noted in subparts (i)-(iv) below, the SARs shall be forfeited, cancelled and terminated immediately if the Grantee is no longer employed by the Company or one of its subsidiaries or affiliates. |
(i) | Retirement . If after one year from the Grant Date the Grantee retires from employment with the Company or one of its subsidiaries or affiliates in accordance with any Company retirement plan then in effect, the Grantee may at any time within the three-year period following such retirement (but within the SAR Term) exercise all SARs, including those SARs that had not previously vested which shall Vest upon retirement. The Grantees right to exercise SARs upon retirement in such fashion is expressly conditioned on the Grantees furnishing to the Company or one of its subsidiaries or affiliates a non-compete covenant (the form of which must be reasonably acceptable to the Company) that would prevent the Grantee from competing against the Company or any of its subsidiaries or affiliates during such three-year period following retirement (or, if shorter, through the end of the SAR Term). The non-compete covenant will contain a provision that will require the Grantee to pay the Company damages if the Grantee breaches such non-compete covenant. The damages shall include any gain the Grantee may receive from the exercise of an SAR in violation of such non-compete covenant. |
(ii) | Disability . If the Grantee is no longer with the Company or one of its subsidiaries or affiliates due to disability (in accordance with any Company disability policy then in effect), the Grantee may at any time within one year following the Grantees leaving the Company (but within the SAR Term) exercise all SARs, including those SARs that had not previously vested which shall Vest upon the date of disability. |
(iii) |
Termination of Employment . Subject to Section 3(j), if after one year from the Grant Date the Grantee or the Company or one of its subsidiaries or affiliates terminates the Grantees employment (other than when the Company or one of its subsidiaries or affiliates terminates the Grantees employment for Cause, as defined below), the Grantee may at any time within ninety days following the Grantees leaving the Company or one of its subsidiaries or affiliates (but within the SAR Term) exercise the Grantees SARs to the extent the Grantee was entitled to exercise such SARs prior to leaving the Company or one of its subsidiaries or affiliates, but not otherwise. Cause as used above shall mean |
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the willful failure to discharge responsibilities. For purposes of this Section 2(d), the applicable termination date shall be Grantees final day performing his or her job duties, without regard to any severance or garden leave arrangement. |
(iv) | Death . If the Grantee dies while employed by the Company or one of its subsidiaries or affiliates (or if the Grantee were to die during the post-employment period covered by Section 2(c)(ii) (Disability) above), the person entitled by will or the applicable laws of descent and distribution may, within one year from the Grantees death (but within the SAR Term), exercise the Grantees SARs, including those SARs that had not previously vested which shall Vest upon the date of death. |
(d) | Change in Control . If a Change in Control of the Company (as defined in Section 10(c) below) occurs and Grantees employment is terminated by the Company or one of its subsidiaries or affiliates without Cause (as defined in Section 10(d) below) (other than for death or disability) or by Grantee for Good Reason (as defined in Section 10(e) below), in either case, within two years following the Change in Control, any and all unvested SARs shall immediately Vest in full. |
3. NATURE OF GRANT . In accepting the grant, the Grantee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the SARs is voluntary and occasional and does not create any contractual or other right to receive future grants of SARs, or benefits in lieu of SARs, even if SARs have been granted in the past;
(c) all decisions with respect to future SARs or other grants, if any, will be at the sole discretion of the Committee;
(d) Nothing in this Agreement, the SAR grant or the Grantees participation in the Plan shall create a right to employment or confer upon the Grantee any right to continue in the employ or service of the Company, the Grantees employer (the Employer ), or any subsidiary or affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company, the Employer or any subsidiary or affiliate, as applicable, or the rights of the Grantee, which rights are expressly reserved by each, to terminate the Grantees employment or service relationship (if any) at any time and for any reason, with or without cause;
(e) the Grantee is voluntarily participating in the Plan;
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(f) the SARs and the Shares subject to the SARs are not intended to replace any pension rights or compensation;
(g) subject to Article 21.13 of the Plan, the SARs and the Shares subject to the SARs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the SARs resulting from the termination of the Grantees employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantees employment agreement, if any), and in consideration of the grant of the SARs to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, any subsidiary or affiliate or the Employer, waives the Grantees ability, if any, to bring any such claim, and releases the Company, any subsidiary and affiliate and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) for purposes of the SARs, the Grantees employment relationship will be considered terminated as of the date the Grantee is no longer on the payroll records of the Company or any subsidiary or affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantees employment agreement, if any) the Board shall have the exclusive discretion to determine when the Grantee is no longer an Employee for purposes of the Grantees SAR grant (including whether the Grantee may still be considered to be an Employee while on an approved leave of absence); and
(k) the Grantee acknowledges and agrees that neither the Company, the Employer nor any subsidiary or affiliate shall be liable for any foreign exchange rate fluctuation between the Grantees local currency and the United States Dollar that may affect the value of the SARs or of any amounts due to the Grantee pursuant to the exercise of the SARs or the subsequent sale of any Shares acquired upon exercise.
4. NON-ASSIGNMENT OF RIGHTS . The Grantee may not assign or transfer any SARs except by will or by the laws of descent and distribution or by a qualified domestic relations order.
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5. EXERCISE OF SARs .
(a) Exercise . Vested SARs may be exercised by following the procedures the Company has in place at the time of exercise. For Vested SARs to be exercised by a person other than the Grantee (as provided above), the Company must have appropriate documentation evidencing the rights of the Grantees beneficiary(s). The Grantee shall designate the number of Shares subject to the Vested SARs that are being exercised, and upon exercise shall be entitled to receive that number of Shares having an aggregate fair market value equal to the excess of the fair market value of one Share, at the time of such exercise, over the Exercise Price, multiplied by the number of Shares subject to the SARs which are so exercised. For purposes of this Section 5(a), fair market value shall be determined by calculating the average of the high and low publicly-traded price of a Share on the date of exercise.
(b) Issuance of Shares . The Company shall issue Shares to the Grantee upon exercise of SARs pursuant to Section 5(a) above by issuing to the Grantee a stock certificate (or registering the Shares in book-entry form) representing a number of requisite number of Shares. No fractional shares may be delivered, but in lieu thereof a cash or other adjustment shall be made as determined by the Committee in its discretion.
6. RESPONSIBILITY FOR TAXES .
(a) Generally . The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantees participation in the Plan and legally applicable to the Grantee ( Tax-Related Items ) is and remains the Grantees responsibility and may exceed the amount actually withheld by Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the SARs, including, but not limited to, the grant, vesting or exercise of the SARs, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the SARs to reduce or eliminate the Grantees liability for Tax-Related Items or achieve any particular tax result. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.
(b) Multiple Jurisdiction . If the Grantee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(c) Tax Withholding . The Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with
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regard to all Tax-Related Items by withholding from proceeds of the sale of Shares acquired at exercise of the SARs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantees behalf pursuant to this authorization) without further consent. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Finally, the Grantee agrees to pay to the Company or the Employer, including through withholding from the Grantees wages or other cash compensation paid to the Grantee by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantees participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.
7. LEGALITY OF INITIAL ISSUANCE. No Shares shall be issued unless and until the Company has determined that:
(a) It and the Grantee, at the Companys expense, have taken any actions required to register or qualify the Shares under the U.S. securities Act of 1933, as amended or any local, state, federal or foreign securities law or rulings or regulations of the U.S. Securities and Exchange Commission ( SEC ) or of any other governmental regulatory body, that the Company shall, in its absolute discretion, deem necessary or advisable;
(b) Any applicable listing requirement of any stock exchange or other securities market on which the Common Stock is listed has been satisfied; and
(c) Any other applicable provision of local, state, federal or foreign laws and regulations have been satisfied, including but not limited to exchange control laws.
The Grantee understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Grantee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Grantees consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.
8. DATA PRIVACY . The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantees personal data as described in this Agreement and any other SAR grant materials by and among, as applicable, the Employer, the Company and any subsidiary and affiliate for the exclusive purpose of implementing, administering and managing the Grantees participation in the Plan.
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The Grantee understands that the Company and the Employer may hold certain personal information about the Grantee, including, but not limited to, the Grantees name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all SARs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantees favor ( Data ), for the exclusive purpose of implementing, administering and managing the Plan.
The Grantee understands that Data will be transferred to such broker and/or stock plan service provider as may be designated by the Company from time to time (the Designated Broker ), which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients country (e.g., the United States) may have different data privacy laws and protections than the Grantees country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantees local human resources representative. The Grantee authorizes the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantees participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantees participation in the Plan. The Grantee understands that the Grantee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantees local human resources representative. Further, the Grantee understands that the Grantee is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke the Grantees consent, the Grantees employment status or career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantees consent is that the Company would not be able to grant the Grantee SARs or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing the Grantees consent may affect the Grantees ability to participate in the Plan. For more information on the consequences of the Grantees refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantees local human resources representative.
9. NO ADVICE REGARDING GRANT . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantees participation in the Plan, or the Grantees acquisition or sale of the underlying Shares. The Grantee is hereby advised to consult with the Grantees own personal tax, legal and financial advisors regarding the Grantees participation in the Plan before taking any action related to the Plan.
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10. MISCELLANEOUS PROVISIONS.
(a) Rights as a Stockholder . Neither the Grantee nor the Grantees representative shall have any rights as a stockholder with respect to any Shares subject to the SARs until the date that the Company is obligated to deliver Shares to the Grantee or the Grantees representative pursuant to Section 5 above, and then only with respect to the Shares so delivered.
(b) Anti-Dilution . In the event that any change in the outstanding Shares of Common Stock of the Company (including an exchange of Common Stock for stock or other securities of another corporation) occurs by reason of a Common Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of Shares or other similar corporate changes, other than for consideration received by the Company therefor, the number of Shares subject to the SARs hereunder shall be appropriately adjusted by the Committee whose determination shall be conclusive, final and binding; provided, however that fractional Shares shall be rounded to the nearest whole share. In the event of any other change in the Common Stock, the Committee shall in its sole discretion determine whether such change equitably requires a change in the number or type of Shares subject to the SARs and any adjustment made by the Committee shall be conclusive, final and binding.
(c) Change in Control . A Change in Control of the Company shall be deemed to have occurred if any of the events set forth in any one of the following subparagraphs shall occur:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act )) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (y) the then-outstanding shares of Common Stock of the Company (the Outstanding Company Common Stock ) or (z) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities ); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection (iii) of this definition;
(ii) Individuals who, as of the date hereof, constitute the Board (the Incumbent Board ) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Companys stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;
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(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a Business Combination ), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
(v) For purposes of clarification, the sale by the Company of a subsidiary or affiliate that employs Grantee shall not constitute a Change in Control of none of the events set forth in Sections 10(c)(i)-(iv) have occurred.
(d) Cause . Cause shall mean:
(i) Grantees willful and continued failure to perform substantially his duties owed to the Company or its affiliates after a written demand for substantial performance is delivered to him specifically identifying the nature of such unacceptable performance, which is not cured by Grantee within a reasonable period, not to exceed thirty (30) days;
(ii) Grantee is convicted of (or pleads guilty or no contest to) a felony or any crime involving moral turpitude; or
(iii) Grantee has engaged in conduct that constitutes gross misconduct in the performance of his employment duties.
An act or omission by Grantee shall not be willful if conducted in good faith and with Grantees reasonable belief that such conduct is in the best interests of the Company.
(e) Good Reason . Good Reason shall mean, without the express written consent of Grantee, the occurrence of any of the following events:
(i) Grantees base salary or annual target cash incentive opportunity is materially reduced;
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(ii) Grantees duties or responsibilities are negatively and materially changed in a manner inconsistent with Grantees position (including status, offices, titles, and reporting responsibilities) or authority; or
(iii) The Company requires Grantees principal office to be relocated more than 50 miles from its location as of the date immediately preceding the Change in Control.
Prior to any termination by Grantee for Good Reason, Grantee shall provide the Company not less than thirty (30) nor more than ninety (90) days notice, with specificity, of the grounds constituting Good Reason and an opportunity within such notice period for the Company to cure such grounds. The notice shall be given within ninety (90) days following the initial existence of grounds constituting Good Reason for such notice and subsequent termination, if not so cured above, to be effective.
(f) Incorporation of Plan . The provisions of the Plan are incorporated by reference into these terms and conditions.
(g) Inconsistency . To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.
(h) Notices . Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he most recently provided to the Company.
(i) Entire Agreement; Amendments . This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. The Committee shall have authority, subject to the express provisions of the Plan, to interpret this Agreement and the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to modify the terms and provisions of this Agreement, to impose other requirements on Grantee where necessary or advisable for legal or administrative reasons, to require Grantee to sign additional agreements or undertakings to impose additional requirements, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem necessary or desirable to carry it into effect. All action by the Committee under the provisions of this paragraph shall be final, conclusive and binding for all purposes.
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(j) Governing Law; Venue . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof. For purposes of litigating any dispute that arises under the grant or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Missouri, agree that such litigation shall be conducted in the courts of the St. Louis County, or the federal courts for the United States for the Eastern District of Missouri, where this grant is made and/or to be performed.
(k) Successors .
(i) This Agreement is personal to the Grantee and, except as otherwise provided in Section 2 above, shall not be assignable by the Grantee otherwise than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Grantees legal representatives.
(ii) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. It shall not be assignable except in connection with the sale or other disposition of all or substantially all the assets or business of the Company.
(l) Severability . If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion hereof, which remaining provision or portion hereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion hereof eliminated.
(m) Headings . The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.
(n) Counterparts . This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.
(o) Language . If the Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
(p) Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation
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in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agree 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.
(q) Appendix . Notwithstanding any provisions in this Agreement, the SAR grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Grantees country. Moreover, if the Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
(r) Insider Trading Restrictions/Market Abuse Laws . The Grantee acknowledges that, depending on the Grantees country of residence, the Grantee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Grantees ability to acquire or sell Shares or rights to Shares (e.g., SARs) under the Plan during such times as the Grantee is considered to have inside information regarding the Company (as defined by the laws in the Grantees country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee is responsible for complying with any applicable restrictions and are advised to speak with a personal legal advisor on this matter.
(s) Waiver . The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other participant.
By accepting this grant, the Grantee hereby acknowledges receipt of this Agreement and accepts the SARs granted hereunder, and further agrees to the terms and conditions hereinabove set forth.
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APPENDIX TO
BELDEN INC.
STOCK APPRECIATION RIGHT AWARD AGREEMENT
(FOR NON-U.S. GRANTEES)
TERMS AND CONDITIONS
This Appendix includes additional terms and conditions that govern the SARs granted to the Grantee under the Plan if the Grantee works and/or resides in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently working (or is considered as such for local law purposes), or if the Grantee transfers employment or residency to a different country after the SARs are granted, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Grantee.
Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Agreement and/or the Plan.
NOTIFICATIONS
This Appendix also includes notifications regarding certain issues of which the Grantee should be aware with respect to the Grantees participation in the Plan. These notifications are based on the securities, exchange control and other laws in effect in the respective countries as of January 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the notifications contained in this Appendix as the only source of information relating to the consequences of the Grantees participation in the Plan because the information may be outdated at the time the Grantee exercises the SARs received any dividends or distributions, or sells any Shares acquired upon such exercise.
In addition, the notifications contained in this Appendix are general in nature and may not apply to the Grantees particular situation and, as a result, the Company is not in a position to assure the Grantee of any particular result. Accordingly, the Grantee is strongly advised to seek appropriate professional advice as to how the relevant laws in the country may apply to the Grantees individual situation.
If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently working (or is considered as such for local law purposes), or if the Grantee relocates to a different country after the SARs are granted, the notifications contained in this Appendix may not be applicable to the Grantee in the same manner.
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CHINA
TERMS AND CONDITIONS
The following terms apply only to nationals of the Peoples Republic of China (the PRC ) residing in the PRC, unless otherwise determined by the Company :
Post-Termination Exercise Period . Notwithstanding any provision of the Plan or the Agreement, including but not limited to Section 2(c)(i) and (ii) of the Agreement, the SARs will expire on the earlier of the following dates: (i) the end of the SAR Term, (ii) the last day of any applicable post-termination exercise period set forth in Section 2(c) of the Agreement, or (iii) the six-month anniversary of the date when the Grantee is no longer employed by the Company. Any portion of a vested SAR that is not exercised prior to the expiration of the SAR will be forfeited.
Settlement of SARs and Sale of Shares. The Grantee agrees to the immediate sale of the Shares issued upon exercise of the SARs. The Grantee further agrees that the Company is authorized to instruct its Designated Broker to assist with the mandatory sale of the Shares (on the Grantees behalf pursuant to this authorization) and the Grantee expressly authorizes the Companys Designated Broker to complete the sale of the Shares. Upon the sale of the Shares, the Company agrees to pay the Grantee the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Grantee acknowledges that the Grantee is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of these Terms and Conditions.
Exchange Control Restrictions . By accepting the Award, the Grantee understands and agrees that, due to PRC exchange control restrictions, the Grantee will be required to repatriate all proceeds due to the Grantee under the Plan to the PRC, including any proceeds from the sale of the Shares acquired under the Plan or dividends or other distributions.
Further, the Grantee understands that such repatriation will need to be effected through a special exchange control account established by the Company or a subsidiary or affiliate in the PRC, and the Grantee hereby consents and agrees that the proceeds may be transferred to such special account prior to being delivered to the Grantee. The proceeds may be paid to the Grantee in U.S. dollars or in local currency, at the Companys discretion. If the proceeds are paid in U.S. dollars, the Grantee understands that he or she will be required to set up a U.S. dollar bank account in the PRC so that the proceeds may be deposited into this account. If the proceeds are paid in local currency, the Grantee acknowledges that neither the Company nor any subsidiary or affiliate is under an obligation to secure any particular currency conversion rate and that the Company (or a subsidiary or affiliate) may face delays in converting the proceeds to local currency due to exchange control requirements in the PRC. The Grantee agrees to bear any currency fluctuation risk and further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with PRC exchange control requirements.
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NOTICE OF AWARD OF BELDEN INC.
1. | Participant Name: [[FIRSTNAME]] [[LASTNAME]] |
2. | Number of Shares: [[SHARESGRANTED]] |
3. | Option Price: $[[GRANTPRICE]] |
4. | The Date of Grant: [[GRANTDATE]] |
5. | The Expiration Date of the Option: [[GRANTEXPIRATIONDATE]] |
Vesting Schedule:
[[ALLVESTSEGS]]
A-1
Exhibit 10.2
BELDEN INC.
PERFORMANCE STOCK UNIT AWARD AGREEMENT
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (including any special terms and conditions for the grantees country set forth in the appendix attached hereto (the Appendix ), this Agreement ) is effective as of the date shown as the Date of Grant on the attached Notice of Award (the Grant Date ) by and between Belden Inc., a Delaware corporation (the Company ) and the individual shown as the Grantee on the attached Notice of Award (the Grantee ).
WHEREAS , the Grantee is an executive or management employee of the Company, a subsidiary or an affiliate, and has been selected by the Compensation Committee (the Committee ) of the Board of Directors of the Company (the Board ) to receive a grant of the number of Performance Stock Units reflected on the attached Notice of Award (the PSUs ) representing, subject to certain restrictions, a certain number of shares (the Shares ) of the Companys common stock, $0.01 par value per share (the Common Stock ), such number to be based on the attainment of performance objectives and vesting conditions as provided below, and to enter into a Performance Stock Unit Agreement in the form hereof;
NOW THEREFORE , the Company and the Grantee hereby agree as follows:
1. GRANT OF PSUs . The Company hereby grants to the Grantee on the Grant Date the PSUs. Each PSU represents the right to receive between zero (0) and two (2) Restricted Stock Units ( RSU ), depending on the attainment of Company performance objectives in accordance with Section 2 below. Each RSU in turn represents the right to receive one (1) Share. The RSUs shall vest and become nonforfeitable ( Vest ) in accordance with Section 3 below. The Company shall hold the RSUs in book-entry form. The Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares to be issued to the Grantee under Section 6 hereof and will have the status of a general unsecured creditor of the Company. The PSUs and RSUs are granted under the Companys 2011 Long Term Incentive Plan (the Plan ) and shall be subject to the terms and conditions of the Plan and this Agreement. Capitalized terms used in this Agreement without further definition shall have the same meanings given to such terms in the Plan.
2. PERFORMANCE OBJECTIVES .
(a) Award Period; Performance Objectives . The award period ( Award Period ) during which performance shall be measured is calendar year 2014. The Committee has established thresholds and targets for such Award Period for (i) consolidated operating income margin and (ii) consolidated free cash flow. An equal weighting of the Companys actual performance relative to the thresholds and targets will result in a conversion factor (the Conversion Factor ). After the Award Period, the Committee shall apply the Conversion Factor to determine the number (if any) of RSUs to be awarded for each PSU based on Company performance during the Award Period,
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which determination shall be final, conclusive and binding (the date on which the Committee makes such determination is the Performance Determination Date , and the RSUs that are so awarded are the Awarded RSUs ). In the event that the application of the Conversion Factor results in a fractional amount of an RSU, the result will be rounded to the nearest whole number of Awarded RSUs.
(b) Death or Disability During Award Period . If, prior to the Performance Determination Date and while employed by the Company or one of its subsidiaries or affiliates, the Grantee dies or becomes disabled (and leaves the Company or one of its subsidiaries or affiliates) in accordance with any Company disability policy then in effect, then the Grantee (or, as the case may be, the person entitled by will or the applicable laws of descent and distribution) shall, after the Award Period, be entitled to receive a prorated portion of the RSUs that would otherwise (but for such death or disability) be awarded to the Grantee after the Award Period pursuant to Section 2(a) above, such prorated portion being a fraction whose numerator shall be the number of days of the Grantees employment by the Company or one of its subsidiaries or affiliates during the Award Period prior to such death or disability and the denominator of which shall be three hundred and sixty-five (365). Such Awarded RSUs shall immediately Vest in full.
(c) Other Employment Termination During Award Period . Subject to Section 4(j), if the Grantee or the Company or one of its subsidiaries or affiliates otherwise terminates the Grantees employment during the Award Period, any and all PSUs shall be forfeited, cancelled and terminated upon such termination.
(d) Change in Control During Award Period . Immediately preceding the occurrence of a Change in Control of the Company (as defined in Section 11(d) below), any and all unvested PSUs shall be converted to Awarded RSUs based on a Conversion Factor of 1.00.
3. VESTING.
(a) Generally . Subject to the acceleration of the Vesting pursuant to Section 3(b) or (d) below, or the forfeiture and termination of the Awarded RSUs pursuant to Section 3(c) below, the Awarded RSUs will vest according to the Vesting Schedule described on the attached Notice of Award. All Vested Awarded RSUs shall be paid to the Grantee as provided in Section 6 hereof.
(b) Death, Disability or Retirement . If, after the award of the Awarded RSUs and while employed by the Company or one of its subsidiaries or affiliates, the Grantee dies, becomes disabled (and leaves the Company or one of its subsidiaries or affiliates) in accordance with any Company disability policy then in effect, or retires from employment with the Company or one of its subsidiaries or affiliates under any Company retirement plan then in effect, then any and all unvested Awarded RSUs shall immediately Vest in full.
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(c) Other Employment Termination . Subject to Section 4(j), if the Grantee or the Company or one of its subsidiaries or affiliates otherwise terminates the Grantees employment, any and all Awarded RSUs that are not Vested at such time shall be forfeited, cancelled and terminated upon such termination. For purposes of this Section 2(d), the applicable termination date shall be Grantees final day performing his or her job duties, without regard to any severance or garden leave arrangement.
(d) Change in Control . If a Change in Control of the Company (as defined in Section 11(d) below) occurs and Grantees employment is terminated by the Company or one of its subsidiaries or affiliates without Cause (as defined in Section 11(e) below) (other than for death or disability) or by Grantee for Good Reason (as defined in Section 11(f) below), in either case, within two years following the Change in Control, any and all unvested Awarded RSUs shall immediately Vest in full.
4. NATURE OF GRANT . In accepting the grant, the Grantee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted in the past;
(c) all decisions with respect to future PSUs or other grants, if any, will be at the sole discretion of the Committee;
(d) Nothing in this Agreement, the PSU grant or the Grantees participation in the Plan shall create a right to employment or confer upon the Grantee any right to continue in the employ of the Company, the Grantees employer (the Employer ), or any subsidiary or affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company, the Employer or any subsidiary or affiliate, as applicable, or the rights of the Grantee, which rights are expressly reserved by each, to terminate the Grantees employment relationship (if any) at any time and for any reason, with or without cause;
(e) the Grantee is voluntarily participating in the Plan;
(f) the PSUs and the Shares subject to the Awarded RSUs are not intended to replace any pension rights or compensation;
(g) subject to Article 21.13 of the Plan, the PSUs and the Shares subject to the Awarded RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
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(h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs or Awarded RSUs resulting from the termination of the Grantees employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantees employment agreement, if any), and in consideration of the grant of the PSUs to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, any subsidiary or affiliate or the Employer, waives the Grantees ability, if any, to bring any such claim, and releases the Company, any subsidiary and affiliate and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) for purposes of Awarded RSUs, the Grantees employment relationship will be considered terminated as of the date the Grantee is no longer on the payroll records of the Company or any subsidiary or affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantees employment agreement, if any) the Board shall have the exclusive discretion to determine when the Grantee is no longer an Employee for purposes of the Awarded RSUs (including whether the Grantee may still be considered to be an Employee while on an approved leave of absence); and
(k) the Grantee acknowledges and agrees that neither the Company, the Employer nor any subsidiary or affiliate shall be liable for any foreign exchange rate fluctuation between the Grantees local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to the Grantee pursuant to the settlement of the Awarded RSUs, or the subsequent sale of any Shares acquired upon the settlement of the Awarded RSUs.
5. NO TRANSFER OR ASSIGNMENT OF PSUs OR AWARDED RSUs; RESTRICTIONS ON SALE. Except as otherwise provided in this Agreement, the PSUs, the Awarded RSUs and the rights and privileges conferred thereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process until the Shares underlying any Awarded RSUs are delivered to the Grantee or his designated representative. The Grantee agrees not to sell any Shares at any time when applicable laws or Company policies prohibit a sale. This restriction shall apply as long as the Grantee is an employee of the Company or one of its subsidiaries or affiliates.
6. DELIVERY OF SHARES. As of the date on which the Awarded RSUs Vest, the Company shall issue to the Grantee a stock certificate (or register the Shares in book-entry form) representing a number of Shares equal to the number of Awarded RSUs then vested.
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7. RESPONSIBILITY FOR TAXES .
(a) Generally . The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantees participation in the Plan and legally applicable to the Grantee ( Tax-Related Items ) is and remains the Grantees responsibility and may exceed the amount actually withheld by Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant of the PSUs, the grant, vesting or settlement of the Awarded RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate the Grantees liability for Tax-Related Items or achieve any particular tax result. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.
(b) Multiple Jurisdiction . If the Grantee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(c) Tax Withholding . The Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(i) withholding from the Grantees wages or other cash compensation paid to the Grantee by the Company and/or the Employer;
(ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Awarded RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantees behalf pursuant to this authorization without further consent); or
(iii) withholding in Shares to be issued upon settlement of the Awarded RSUs.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is
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satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested Awarded RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Further, the Grantee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantees participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Grantee fails to comply with the Grantees obligations in connection with the Tax-Related Items.
8. LEGALITY OF INITIAL ISSUANCE. No Shares shall be issued unless and until the Company has determined that:
(a) It and the Grantee, at the Companys expense, have taken any actions required to register or qualify the Shares under the U.S. Securities Act of 1933, as amended or any local, state, federal or foreign securities law or rulings or regulations of the U.S. Securities and Exchange Commission ( SEC ) or of any other governmental regulatory body, that the Company shall, in its absolute discretion, deem necessary or advisable;
(b) Any applicable listing requirement of any stock exchange or other securities market on which the Common Stock is listed has been satisfied; and
(c) Any other applicable provision of local, state, federal or foreign laws and regulations have been satisfied, including but not limited to exchange control laws.
The Grantee understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Grantee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Grantees consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.
9. DATA PRIVACY . The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantees personal data as described in this Agreement and any other PSU grant materials by and among, as applicable, the Employer, the Company and any subsidiary and affiliate for the exclusive purpose of implementing, administering and managing the Grantees participation in the Plan.
The Grantee understands that the Company and the Employer may hold certain personal information about the Grantee, including, but not limited to, the Grantees name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all PSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantees favor ( Data ), for the exclusive purpose of implementing, administering and managing the Plan.
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The Grantee understands that Data will be transferred to such broker and/or stock plan service provider as may be designated by the Company from time to time ( Designated Broker ), which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients country (e.g., the United States) may have different data privacy laws and protections than the Grantees country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantees local human resources representative. The Grantee authorizes the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantees participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantees participation in the Plan. The Grantee understands that the Grantee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantees local human resources representative. Further, the Grantee understands that the Grantee is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke the Grantees consent, the Grantees employment status or career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantees consent is that the Company would not be able to grant the Grantee PSUs or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing the Grantees consent may affect the Grantees ability to participate in the Plan. For more information on the consequences of the Grantees refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantees local human resources representative.
10. NO ADVICE REGARDING GRANT . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantees participation in the Plan, or the Grantees acquisition or sale of the underlying Shares. The Grantee is hereby advised to consult with the Grantees own personal tax, legal and financial advisors regarding the Grantees participation in the Plan before taking any action related to the Plan.
11. MISCELLANEOUS PROVISIONS .
(a) Rights as a Stockholder . Neither the Grantee nor the Grantees representative shall have any rights as a stockholder with respect to any Shares underlying the Awarded RSUs until the date that the Company is obligated to deliver such Shares to the Grantee or the Grantees representative.
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(b) Dividend Equivalents . Between the Performance Determination Date and the date of Vesting of the Awarded RSUs (the Accrual Period ), any dividends or distributions payable with respect to the number of Shares equal to the number of Awarded RSUs held by the Grantee shall be accumulated and deferred until the Vesting of the Awarded RSUs. After such Vesting of the Awarded RSUs, the Company shall promptly distribute to the Grantee all such dividends and distributions accrued during the Accrual Period.
(c) Anti-Dilution . In the event that any change in the outstanding Common Stock of the Company (including an exchange of Common Stock for stock or other securities of another corporation) occurs by reason of a Common Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of Shares or other similar corporate changes, other than for consideration received by the Company therefor, the number of PSUs awarded hereunder, the number of resulting Awarded RSUs, and the number of Shares distributable pursuant to Vested Awarded RSUs, shall be appropriately adjusted by the Committee whose determination shall be conclusive, final and binding; provided, however that fractional Shares shall be rounded to the nearest whole share. In the event of any other change in the Common Stock, the Committee shall in its sole discretion determine whether such change equitably requires a change in the number or type of Shares subject to RSUs and any adjustment made by the Committee shall be conclusive, final and binding.
(d) Change in Control . A Change in Control of the Company shall be deemed to have occurred if any of the events set forth in any one of the following subparagraphs shall occur:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act )) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (y) the then-outstanding shares of Common Stock of the Company (the Outstanding Company Common Stock ) or (z) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities ); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection (iii) of this definition;
(ii) Individuals who, as of the date hereof, constitute the Board (the Incumbent Board ) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Companys stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;
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(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a Business Combination ), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
(v) For purposes of clarification, the sale by the Company of a subsidiary or affiliate that employs Grantee shall not constitute a Change in Control of none of the events set forth in Sections 11(d)(i)-(iv) have occurred.
(e) Cause . Cause shall mean:
(i) Grantees willful and continued failure to perform substantially his duties owed to the Company or its affiliates after a written demand for substantial performance is delivered to him specifically identifying the nature of such unacceptable performance, which is not cured by Grantee within a reasonable period, not to exceed thirty (30) days;
(ii) Grantee is convicted of (or pleads guilty or no contest to) a felony or any crime involving moral turpitude; or
(iii) Grantee has engaged in conduct that constitutes gross misconduct in the performance of his employment duties.
An act or omission by Grantee shall not be willful if conducted in good faith and with Grantees reasonable belief that such conduct is in the best interests of the Company.
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(f) Good Reason . Good Reason shall mean, without the express written consent of Grantee, the occurrence of any of the following events:
(i) Grantees base salary or annual target cash incentive opportunity is materially reduced;
(ii) Grantees duties or responsibilities are negatively and materially changed in a manner inconsistent with Grantees position (including status, offices, titles, and reporting responsibilities) or authority; or
(iii) The Company requires Grantees principal office to be relocated more than 50 miles from its location as of the date immediately preceding the Change in Control.
Prior to any termination by Grantee for Good Reason, Grantee shall provide the Company not less than thirty (30) nor more than ninety (90) days notice, with specificity, of the grounds constituting Good Reason and an opportunity within such notice period for the Company to cure such grounds. The notice shall be given within ninety (90) days following the initial existence of grounds constituting Good Reason for such notice and subsequent termination, if not so cured above, to be effective.
(g) Incorporation of Plan . The provisions of the Plan are incorporated by reference into these terms and conditions.
(h) Inconsistency . To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.
(i) Notices . Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he most recently provided to the Company.
(j) Entire Agreement; Amendments . This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. The Committee shall have authority, subject to the express provisions of the Plan, to interpret this Agreement and the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to modify the terms and provisions of this Agreement, to impose other requirements on Grantee where necessary or advisable for legal or administrative reasons, to require Grantee to sign additional agreements or undertakings to impose additional requirements and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency
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in the Plan or in this Agreement in the manner and to the extent it shall deem necessary or desirable to carry it into effect. All action by the Committee under the provisions of this paragraph shall be final, conclusive and binding for all purposes.
(k) Governing Law; Venue . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof. For purposes of litigating any dispute that arises under the grant or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Missouri, agree that such litigation shall be conducted in the courts of the St. Louis County, or the federal courts for the United States for the Eastern District of Missouri, where this grant is made and/or to be performed.
(l) Successors .
(i) This Agreement is personal to the Grantee and, except as otherwise provided in Section 5 above, shall not be assignable by the Grantee otherwise than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Grantees legal representatives.
(ii) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. It shall not be assignable except in connection with the sale or other disposition of all or substantially all the assets or business of the Company.
(m) Severability . If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion hereof, which remaining provision or portion hereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion hereof eliminated.
(n) Headings . The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.
(o) Counterparts . This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.
(p) Language . If the Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
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(q) Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agree 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.
(r) Appendix . Notwithstanding any provisions in this Agreement, the PSU grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Grantees country. Moreover, if the Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
(s) Insider Trading Restrictions/Market Abuse Laws . The Grantee acknowledges that, depending on the Grantees country of residence, the Grantee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Grantees ability to acquire or sell Shares or rights to Shares (e.g., PSUs and Awarded RSUs) under the Plan during such times as the Grantee is considered to have inside information regarding the Company (as defined by the laws in the Grantees country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee is responsible for complying with any applicable restrictions and are advised to speak with a personal legal advisor on this matter.
(t) Waiver . The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other participant.
By accepting this grant, the Grantee hereby acknowledges receipt of this Agreement and accepts the PSUs granted hereunder, and further agrees to the terms and conditions hereinabove set forth.
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APPENDIX TO
BELDEN INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(FOR NON-U.S. GRANTEES)
TERMS AND CONDITIONS
This Appendix includes additional terms and conditions that govern the PSUs granted to the Grantee under the Plan if the Grantee works and/or resides in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently working (or is considered as such for local law purposes), or if the Grantee transfers employment or residency to a different country after the PSUs are granted, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Grantee.
Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Agreement and/or the Plan.
NOTIFICATIONS
This Appendix also includes notifications regarding certain issues of which the Grantee should be aware with respect to the Grantees participation in the Plan. These notifications are based on the securities, exchange control and other laws in effect in the respective countries as of January 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the notifications contained in this Appendix as the only source of information relating to the consequences of the Grantees participation in the Plan because the information may be outdated at the time the Grantee vests in the Awarded RSUs receives any dividends or distributions, or sells any Shares acquired upon such vesting.
In addition, the notifications contained in this Appendix are general in nature and may not apply to the Grantees particular situation and, as a result, the Company is not in a position to assure the Grantee of any particular result. Accordingly, the Grantee is strongly advised to seek appropriate professional advice as to how the relevant laws in the country may apply to the Grantees individual situation.
If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently working (or is considered as such for local law purposes), or if the Grantee relocates to a different country after the PSUs are granted, the notifications contained in this Appendix may not be applicable to the Grantee in the same manner.
Appendix - 1
CHINA
TERMS AND CONDITIONS
The following terms apply only to nationals of the Peoples Republic of China (the PRC ) residing in the PRC, unless otherwise determined by the Company :
Immediate Sale Restriction . Due to exchange control laws in the PRC, the Grantee understands and agrees that the Company may require that any Shares acquired upon the vesting of the Awarded RSUs be immediately sold. If the Company, in its discretion, does not exercise its right to require the automatic sale of Shares issuable upon vesting of the Awarded RSUs, as described in the preceding sentence, the Grantee understands and agrees that any such Shares must be sold no later than the six-month anniversary of the date when the Grantee is no longer employed by the Company, or within any other such time frame as may be permitted by the Company or required by the PRC State Administration of Foreign Exchange. The Grantee understands that any Shares that have not been sold within six months of the Grantees termination of employment relationship will be automatically sold by the Designated Broker at the Companys direction, pursuant to this authorization by the Grantee.
The Grantee agrees that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such Shares (on the Grantees behalf pursuant to this authorization), and the Grantee expressly authorizes the Designated Broker to complete the sale of such Shares. The Grantee also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Designated Broker) to effectuate the sale of the Shares (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters, provided that the Grantee shall not be permitted to exercise any influence over how, when or whether the sales occur. The Grantee acknowledges that the Designated Broker is under no obligation to arrange for the sale of the Shares at any particular price. Due to fluctuations in the price of the Common Stock and/or applicable exchange rates between the Awarded RSU vesting date and (if later) the date on which the Shares are sold, the amount of proceeds ultimately distributed to the Grantee may be more or less than the market value of the Shares on the Awarded RSU vesting date (which is the amount relevant to determining the Grantees Tax-Related Items liability). The Grantee understands and agrees that the Company is not responsible for the amount of any loss the Grantee may incur and that the Company assumes no liability for any fluctuations in the price of the Common Stock and/or any applicable exchange rate. The Grantee acknowledges that the Grantee is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement.
Upon the sale of the Shares, the Company agrees to pay the cash proceeds from the sale (less any applicable Tax-Related Items, brokerage fees or commissions) to the Grantee in accordance with applicable exchange control laws and regulations including, but not limited to, the restrictions set forth in this Appendix for China below under Exchange Control Restrictions.
Exchange Control Restrictions . By accepting the Award, the Grantee understands and agrees that, due to PRC exchange control restrictions, the Grantee is not permitted to transfer any Shares acquired under the Plan out of the Grantees account established with the Designated Broker and that the Grantee will be required to repatriate all proceeds due to the Grantee under the Plan to the PRC, including any proceeds from the sale of Shares acquired under the Plan or dividends or other distributions.
Appendix - 2
Further, the Grantee understands that such repatriation will need to be effected through a special exchange control account established by the Company or a subsidiary or affiliate in the PRC, and the Grantee hereby consents and agrees that the proceeds may be transferred to such special account prior to being delivered to the Grantee. The proceeds may be paid to the Grantee in U.S. dollars or in local currency, at the Companys discretion. If the proceeds are paid in U.S. dollars, the Grantee understands that he or she will be required to set up a U.S. dollar bank account in the PRC so that the proceeds may be deposited into this account. If the proceeds are paid in local currency, the Grantee acknowledges that neither the Company nor any subsidiary or affiliate is under an obligation to secure any particular currency conversion rate and that the Company (or a subsidiary or affiliate) may face delays in converting the proceeds to local currency due to exchange control requirements in the PRC. The Grantee agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the proceeds are converted into local currency and distributed to the Grantee. The Grantee further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with PRC exchange control requirements.
Appendix - 3
NOTICE OF AWARD OF BELDEN INC.
1. | Participant Name: [[FIRSTNAME]] [[LASTNAME]] |
2. | Number of Shares: [[SHARESGRANTED]] |
3. | Option Price: N/A |
4. | The Date of Grant: [[GRANTDATE]] |
5. | The Expiration Date of the Option: N/A |
Vesting Schedule:
[[ALLVESTSEGS]]
A-1
Exhibit 10.3
BELDEN INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (including any special terms and conditions for the grantees country set forth in the appendix attached hereto (the Appendix ), this Agreement ) is effective as of the date shown as the Date of Grant on the attached Notice of Award (the Grant Date ) by and between Belden Inc., a Delaware corporation (the Company ) and the individual shown as the Grantee on the attached Notice of Award (the Grantee ).
WHEREAS , the Grantee is an executive or management employee of the Company, a subsidiary or an affiliate, and has been selected by the Compensation Committee (the Committee ) of the Board of Directors of the Company (the Board ) to receive a grant of the number of Restricted Stock Units reflected on the attached Notice of Award (the RSUs ) representing shares (the Shares ) of the Companys common stock, $0.01 par value per share (the Common Stock ), subject to certain restrictions, and to enter into a Restricted Stock Unit Agreement in the form hereof;
NOW THEREFORE , the Company and the Grantee hereby agree as follows:
1. GRANT OF RSUs . The Company hereby grants to the Grantee on the Grant Date the RSUs. Each RSU represents the right to receive one (1) Share. Each RSU shall vest and become nonforfeitable ( Vest ) in accordance with Section 2 below. The Company shall hold the RSUs in book-entry form. The Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares to be issued to the Grantee under Section 5 hereof and will have the status of a general unsecured creditor of the Company. The RSUs are granted under the Companys 2011 Long Term Incentive Plan (the Plan ) and shall be subject to the terms and conditions of the Plan and this Agreement. Capitalized terms used in this Agreement without further definition shall have the same meanings given to such terms in the Plan.
2. VESTING .
(a) Generally . Subject to the acceleration of the Vesting pursuant to Section 2(b), (c) or (e) below, or the forfeiture and termination of the RSUs pursuant to Section 2(d) below, the RSUs will vest according to the Vesting Schedule described on the attached Notice of Award. All Vested RSUs shall be paid to the Grantee as provided in Section 5 hereof.
(b) Death or Disability . If, while employed by the Company or one of its subsidiaries or affiliates, the Grantee dies or becomes disabled (and leaves the Company or one of its subsidiaries or affiliates) in accordance with any Company disability policy then in effect, then any and all unvested RSUs shall immediately Vest in full.
(c) Retirement. If the Grantee retires from employment with the Company or one of its subsidiaries or affiliates under any Company retirement plan then
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in effect, then any and all unvested RSUs shall immediately Vest in full. Notwithstanding the preceding sentence, the RSUs must be outstanding for a minimum holding period prior to the retirement date in order for the accelerated vesting to occur. For a grant vesting 100% in three years, this holding period shall be one year for the entire grant. For a grant vesting 50% in three years and 50% in four years, this holding period shall be one year for the portion vesting in three years and two years for the portion vesting in four years.
(d) Other Employment Termination . Subject to Section 3(j), if the Grantee or the Company or one of its subsidiaries or affiliates otherwise terminates the Grantees employment, any and all RSUs that are not Vested at such time shall be forfeited, cancelled and terminated upon such termination. For purposes of this Section 2(d), the applicable termination date shall be Grantees final day performing his or her job duties, without regard to any severance or garden leave arrangement.
(e) Change in Control . If a Change in Control of the Company (as defined in Section 10(d) below) occurs and Grantees employment is terminated by the Company or one of its subsidiaries or affiliates without Cause (as defined in Section 10(e) below) (other than for death or disability) or by Grantee for Good Reason (as defined in Section 10(f) below), in either case, within two years following the Change in Control, any and all unvested RSUs shall immediately Vest in full.
3. NATURE OF GRANT . In accepting the grant, the Grantee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
(c) all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Committee;
(d) Nothing in this Agreement, the RSU grant or the Grantees participation in the Plan shall create a right to employment or confer upon the Grantee any right to continue in the employ of the Company, the Grantees employer (the Employer ), or any subsidiary or affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company, the Employer or any subsidiary or affiliate, as applicable, or the rights of the Grantee, which rights are expressly reserved by each, to terminate the Grantees employment relationship (if any) at any time and for any reason, with or without cause;
(e) the Grantee is voluntarily participating in the Plan;
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(f) the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;
(g) subject to Article 21.13 of the Plan, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of the Grantees employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantees employment agreement, if any), and in consideration of the grant of the RSUs to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, any subsidiary or affiliate or the Employer, waives the Grantees ability, if any, to bring any such claim, and releases the Company, any subsidiary and affiliate and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j) for purposes of the RSUs, the Grantees employment relationship will be considered terminated as of the date the Grantee is no longer on the payroll records of the Company or any subsidiary or affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantees employment agreement, if any) the Board shall have the exclusive discretion to determine when the Grantee is no longer an Employee for purposes of the Grantees RSU grant (including whether the Grantee may still be considered to be an Employee while on an approved leave of absence); and
(k) the Grantee acknowledges and agrees that neither the Company, the Employer nor any subsidiary or affiliate shall be liable for any foreign exchange rate fluctuation between the Grantees local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Grantee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
4. NO TRANSFER OR ASSIGNMENT OF RSUs; RESTRICTIONS ON SALE. Except as otherwise provided in this Agreement, the RSUs and the rights and privileges conferred thereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under
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execution, attachment, levy or similar process until the Shares underlying the RSUs are delivered to the Grantee or his designated representative. The Grantee agrees not to sell any Shares at any time when applicable laws or Company policies prohibit a sale. This restriction shall apply as long as the Grantee is an employee of the Company or one of its subsidiaries or affiliates.
5. DELIVERY OF SHARES . As of the date on which the RSUs Vest, the Company shall issue to the Grantee a stock certificate (or register the Shares in book-entry form) representing a number of Shares equal to the number of RSUs then vested.
6. RESPONSIBILITY FOR TAXES .
(a) Generally . The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantees participation in the Plan and legally applicable to the Grantee ( Tax-Related Items ) is and remains the Grantees responsibility and may exceed the amount actually withheld by Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Grantees liability for Tax-Related Items or achieve any particular tax result. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.
(b) Multiple Jurisdiction . If the Grantee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(c) Tax Withholding . The Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(i) withholding from the Grantees wages or other cash compensation paid to the Grantee by the Company and/or the Employer;
(ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantees behalf pursuant to this authorization without further consent); or
(iii) withholding in Shares to be issued upon settlement of the RSUs.
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Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Further, the Grantee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantees participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Grantee fails to comply with the Grantees obligations in connection with the Tax-Related Items.
7. LEGALITY OF INITIAL ISSUANCE. No Shares shall be issued unless and until the Company has determined that:
(a) It and the Grantee, at the Companys expense, have taken any actions required to register or qualify the Shares under the U.S. Securities Act of 1933, as amended or any local, state, federal or foreign securities law or rulings or regulations of the U.S. Securities and Exchange Commission ( SEC ) or of any other governmental regulatory body, that the Company shall, in its absolute discretion, deem necessary or advisable;
(b) Any applicable listing requirement of any stock exchange or other securities market on which the Common Stock is listed has been satisfied; and
(c) Any other applicable provision of local, state, federal or foreign laws and regulations have been satisfied, including but not limited to exchange control laws.
The Grantee understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Grantee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Grantees consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.
8. DATA PRIVACY . The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantees personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company and any subsidiary and affiliate for the exclusive purpose of implementing, administering and managing the Grantees participation in the Plan.
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The Grantee understands that the Company and the Employer may hold certain personal information about the Grantee, including, but not limited to, the Grantees name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantees favor ( Data ), for the exclusive purpose of implementing, administering and managing the Plan.
The Grantee understands that Data will be transferred to such broker and/or stock plan service provider as may be designated by the Company from time to time (the Designated Broker ), which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients country (e.g., the United States) may have different data privacy laws and protections than the Grantees country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantees local human resources representative. The Grantee authorizes the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantees participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantees participation in the Plan. The Grantee understands that the Grantee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantees local human resources representative. Further, the Grantee understands that the Grantee is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke the Grantees consent, the Grantees employment status or career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantees consent is that the Company would not be able to grant the Grantee RSUs or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing the Grantees consent may affect the Grantees ability to participate in the Plan. For more information on the consequences of the Grantees refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantees local human resources representative.
9. NO ADVICE REGARDING GRANT . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantees participation in the Plan, or the Grantees acquisition or sale of the underlying Shares. The Grantee is hereby advised to consult with the Grantees own personal tax, legal and financial advisors regarding the Grantees participation in the Plan before taking any action related to the Plan.
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10. MISCELLANEOUS PROVISIONS.
(a) Rights as a Stockholder . Neither the Grantee nor the Grantees representative shall have any rights as a stockholder with respect to any Shares underlying the RSUs until the date that the Company is obligated to deliver such Shares to the Grantee or the Grantees representative.
(b) Dividend Equivalents . Between the Grant Date and the date of Vesting of the RSUs (the Accrual Period ), any dividends or distributions payable with respect to the number of Shares equal to the number of RSUs held by the Grantee shall be accumulated and deferred until the Vesting of the RSUs. After such Vesting of the RSUs, the Company shall promptly distribute to the Grantee all such dividends and distributions accrued during the Accrual Period.
(c) Anti-Dilution . In the event that any change in the outstanding Common Stock of the Company (including an exchange of Common Stock for stock or other securities of another corporation) occurs by reason of a Common Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of Shares or other similar corporate changes, other than for consideration received by the Company therefor, the number of RSUs awarded hereunder, and the number of Shares distributable pursuant to Vested RSUs, shall be appropriately adjusted by the Committee, whose determination shall be conclusive, final and binding; provided, however, that fractional Shares shall be rounded to the nearest whole share. In the event of any other change in the Common Stock, the Committee shall in its sole discretion determine whether such change equitably requires a change in the number or type of Shares subject to RSUs and any adjustment made by the Committee shall be conclusive, final and binding.
(d) Change in Control . A Change in Control of the Company shall be deemed to have occurred if any of the events set forth in any one of the following subparagraphs shall occur:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act )) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (y) the then-outstanding shares of Common Stock of the Company (the Outstanding Company Common Stock ) or (z) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities ); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection (iii) of this definition;
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(ii) Individuals who, as of the date hereof, constitute the Board (the Incumbent Board ) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Companys stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a Business Combination ), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination, beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv) Approval by the stockholder of the Company of a complete liquidation or dissolution of the Company.
(v) For purposes of clarification, the sale by the Company of a subsidiary or affiliate that employs Grantee shall not constitute a Change in Control of none of the events set forth in Sections 10(d)(i)-(iv) have occurred.
(e) Cause . Cause shall mean:
(i) Grantees willful and continued failure to perform substantially his duties owed to the Company or its affiliates after a written demand for substantial performance is delivered to him specifically identifying the nature of such unacceptable performance, which is not cured by Grantee within a reasonable period, not to exceed thirty (30) days;
(ii) Grantee is convicted of (or pleads guilty or no contest to) a felony or any crime involving moral turpitude; or
(iii) Grantee has engaged in conduct that constitutes gross misconduct in the performance of his employment duties.
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An act or omission by Grantee shall not be willful if conducted in good faith and with Grantees reasonable belief that such conduct is in the best interests of the Company.
(f) Good Reason . Good Reason shall mean, without the express written consent of Grantee, the occurrence of any of the following events:
(i) Grantees base salary or annual target cash incentive opportunity is materially reduced;
(ii) Grantees duties or responsibilities are negatively and materially changed in a manner inconsistent with Grantees position (including status, offices, titles, and reporting responsibilities) or authority; or
(iii) The Company requires Grantees principal office to be relocated more than 50 miles from its location as of the date immediately preceding the Change in Control.
Prior to any termination by Grantee for Good Reason, Grantee shall provide the Company not less than thirty (30) nor more than ninety (90) days notice, with specificity, of the grounds constituting Good Reason and an opportunity within such notice period for the Company to cure such grounds. The notice shall be given within ninety (90) days following the initial existence of grounds constituting Good Reason for such notice and subsequent termination, if not so cured above, to be effective.
(g) Incorporation of Plan . The provisions of the Plan are incorporated by reference into these terms and conditions.
(h) Inconsistency . To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.
(i) Notices . Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he most recently provided to the Company.
(j) Entire Agreement; Amendments . This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. The Committee shall have authority, subject to the express provisions of the Plan, to
9
interpret this Agreement and the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to modify the terms and provisions of this Agreement, to impose other requirements on Grantee where necessary or advisable for legal or administrative reasons, to require Grantee to sign additional agreements or undertakings to impose additional requirements, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem necessary or desirable to carry it into effect. All action by the Committee under the provisions of this paragraph shall be final, conclusive and binding for all purposes.
(k) Governing Law; Venue . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof. For purposes of litigating any dispute that arises under the grant or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Missouri, agree that such litigation shall be conducted in the courts of the St. Louis County, or the federal courts for the United States for the Eastern District of Missouri, where this grant is made and/or to be performed.
(l) Successors .
(i) This Agreement is personal to the Grantee and, except as otherwise provided in Section 4 above, shall not be assignable by the Grantee otherwise than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Grantees legal representatives.
(ii) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. It shall not be assignable except in connection with the sale or other disposition of all or substantially all the assets or business of the Company.
(m) Severability . If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion hereof, which remaining provision or portion hereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion hereof eliminated.
(n) Headings . The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.
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(o) Counterparts . This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.
(p) Language . If the Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
(q) Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agree 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.
(r) Appendix . Notwithstanding any provisions in this Agreement, the RSU grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Grantees country. Moreover, if the Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
(s) Insider Trading Restrictions/Market Abuse Laws . The Grantee acknowledges that, depending on the Grantees country of residence, the Grantee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Grantees ability to acquire or sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as the Grantee is considered to have inside information regarding the Company (as defined by the laws in the Grantees country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee is responsible for complying with any applicable restrictions and are advised to speak with a personal legal advisor on this matter.
(t) Waiver . The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other participant.
By accepting this grant, the Grantee hereby acknowledges receipt of this Agreement and accepts the RSUs granted hereunder, and further agrees to the terms and conditions hereinabove set forth.
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APPENDIX TO
BELDEN INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(FOR NON-U.S. GRANTEES)
TERMS AND CONDITIONS
This Appendix includes additional terms and conditions that govern the RSUs granted to the Grantee under the Plan if the Grantee works and/or resides in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently working (or is considered as such for local law purposes), or if the Grantee transfers employment or residency to a different country after the RSUs are granted, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Grantee.
Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Agreement and/or the Plan.
NOTIFICATIONS
This Appendix also includes notifications regarding certain issues of which the Grantee should be aware with respect to the Grantees participation in the Plan. These notifications are based on the securities, exchange control and other laws in effect in the respective countries as of January 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the notifications contained in this Appendix as the only source of information relating to the consequences of the Grantees participation in the Plan because the information may be outdated at the time the Grantee vests in the RSUs receives any dividends or distributions, or sells any Shares acquired upon such vesting.
In addition, the notifications contained in this Appendix are general in nature and may not apply to the Grantees particular situation and, as a result, the Company is not in a position to assure the Grantee of any particular result. Accordingly, the Grantee is strongly advised to seek appropriate professional advice as to how the relevant laws in the country may apply to the Grantees individual situation.
If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently working (or is considered as such for local law purposes), or if the Grantee relocates to a different country after the RSUs are granted, the notifications contained in this Appendix may not be applicable to the Grantee in the same manner.
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CHINA
TERMS AND CONDITIONS
The following terms apply only to nationals of the Peoples Republic of China (the PRC ) residing in the PRC, unless otherwise determined by the Company :
Immediate Sale Restriction . Due to exchange control laws in the PRC, the Grantee understands and agrees that the Company may require that any Shares acquired upon the vesting of the RSUs be immediately sold. If the Company, in its discretion, does not exercise its right to require the automatic sale of Shares issuable upon vesting of the RSUs, as described in the preceding sentence, the Grantee understands and agrees that any such Shares must be sold no later than the six-month anniversary of the date when the Grantee is no longer employed by the Company, or within any other such time frame as may be permitted by the Company or required by the PRC State Administration of Foreign Exchange. The Grantee understands that any Shares that have not been sold within six months of the Grantees termination of employment relationship will be automatically sold by the Designated Broker at the Companys direction, pursuant to this authorization by the Grantee.
The Grantee agrees that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such Shares (on the Grantees behalf pursuant to this authorization), and the Grantee expressly authorizes the Designated Broker to complete the sale of such Shares. The Grantee also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Designated Broker) to effectuate the sale of the Shares (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters, provided that the Grantee shall not be permitted to exercise any influence over how, when or whether the sales occur. The Grantee acknowledges that the Designated Broker is under no obligation to arrange for the sale of the Shares at any particular price. Due to fluctuations in the price of the Common Stock and/or applicable exchange rates between the RSU vesting date and (if later) the date on which the Shares are sold, the amount of proceeds ultimately distributed to the Grantee may be more or less than the market value of the Shares on the RSU vesting date (which is the amount relevant to determining the Grantees Tax-Related Items liability). The Grantee understands and agrees that the Company is not responsible for the amount of any loss the Grantee may incur and that the Company assumes no liability for any fluctuations in the price of the Common Stock and/or any applicable exchange rate. The Grantee acknowledges that the Grantee is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement.
Upon the sale of the Shares, the Company agrees to pay the cash proceeds from the sale (less any applicable Tax-Related Items, brokerage fees or commissions) to the Grantee in accordance with applicable exchange control laws and regulations including, but not limited to, the restrictions set forth in this Appendix for China below under Exchange Control Restrictions.
Exchange Control Restrictions . By accepting the Award, the Grantee understands and agrees that, due to PRC exchange control restrictions, the Grantee is not permitted to transfer any Shares acquired under the Plan out of the Grantees account established with the Designated Broker and that the Grantee will be required to repatriate all proceeds due to the Grantee under the Plan to the PRC, including any proceeds from the sale of Shares acquired under the Plan or dividends or other distributions.
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Further, the Grantee understands that such repatriation will need to be effected through a special exchange control account established by the Company or a subsidiary or affiliate in the PRC, and the Grantee hereby consents and agrees that the proceeds may be transferred to such special account prior to being delivered to the Grantee. The proceeds may be paid to the Grantee in U.S. dollars or in local currency, at the Companys discretion. If the proceeds are paid in U.S. dollars, the Grantee understands that he or she will be required to set up a U.S. dollar bank account in the PRC so that the proceeds may be deposited into this account. If the proceeds are paid in local currency, the Grantee acknowledges that neither the Company nor any subsidiary or affiliate is under an obligation to secure any particular currency conversion rate and that the Company (or a subsidiary or affiliate) may face delays in converting the proceeds to local currency due to exchange control requirements in the PRC. The Grantee agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the proceeds are converted into local currency and distributed to the Grantee. The Grantee further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with PRC exchange control requirements.
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NOTICE OF AWARD OF BELDEN INC.
1. | Participant Name: [[FIRSTNAME]] [[LASTNAME]] |
2. | Number of Shares: [[SHARESGRANTED]] |
3. | Option Price: N/A |
4. | The Date of Grant: [[GRANTDATE]] |
5. | The Expiration Date of the Option: N/A |
Vesting Schedule:
[[ALLVESTSEGS]]
A-1
Exhibit 31.1
CERTIFICATE PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, John S. Stroup, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Belden Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
May 6, 2014
/s/ John S. Stroup |
John S. Stroup |
President, Chief Executive Officer and Director |
Exhibit 31.2
CERTIFICATE PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Henk Derksen, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Belden Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
May 6, 2014
/s/ Henk Derksen |
Henk Derksen |
Senior Vice President, Finance, and Chief Financial Officer |
Exhibit 32.1
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Belden Inc. (the Company) on Form 10-Q for the period ended March 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John S. Stroup, President, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ John S. Stroup |
John S. Stroup |
President, Chief Executive Officer and Director |
May 6, 2014 |
Exhibit 32.2
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Belden Inc. (the Company) on Form 10-Q for the period ended March 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Henk Derksen, Senior Vice President, Finance, and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Henk Derksen |
Henk Derksen |
Senior Vice President, Finance, and Chief Financial Officer |
May 6, 2014 |