Exhibit 10.12
December 21, 2001
▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇:
This Letter of Agreement summarizes the discussions which we have had concerning
your transition into retirement over the next two years. The terms are as
follows:
1. Subject to earlier termination as set forth in Paragraph 14, this
arrangement will be in effect from January 1, 2002 through December 31,
2003 (the "Transition Period").
2. Effective January 1, 2002, you will be classified as a part-time
employee of the Company.
3. During the Transition Period, you will work as a part-time employee
approximately ten hours per week on average, performing such duties as
may be assigned.
4. During the Transition Period, you would receive the full base salary
which you are receiving as of December 31, 2001, i.e., $145,948.37 per
year.
5. You would qualify for any applicable executive year-end bonus for
calendar year 2001.
6. Prior stock options granted to you become 100% vested upon your
execution of this Agreement.
7. ▇▇▇▇▇▇ will pay the full cost of medical and dental insurance coverage
through June 30, 2002. You may thereafter pick up the cost at the COBRA
rate until you are eligible for Medicare. In the event of your death,
your current wife may continue to purchase at the COBRA rate until age
65 unless she were to remarry or go to work for any employer which
offers medical benefits.
8. After December 31, 2001, you will not be eligible to participate in any
other benefit plan of the Company.
9. During the Transition Period, you would be reimbursed for reasonable
out-of-pocket expenses incurred in your part-time position with the
Company.
10. You would maintain an office at ▇▇▇▇▇▇, along with access to computer
and other support services. This arrangement will continue at the sole
discretion of the CEO.
Page 2.
December 21, 2001
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11. During the Transition Period, you would not perform work of any kind
for any other entity, whether as an employee or as a contractor or
consultant, without my prior express written authorization.
12. ▇▇▇▇ ▇▇▇▇▇▇▇ will assume your current responsibilities as of January 1,
2002, and thereafter you will report to ▇▇▇▇.
13. This Agreement will be considered to be your request for part time
employment effective December 31, 2001, and resignation as a part time
employee effective December 31, 2003, or an earlier date of termination
pursuant to Paragraph 14.
14. This Agreement may be terminated by either Belden or you at any time
prior to December 31, 2003, upon ten days written notice. If the
agreement is terminated, any remaining salary payable through December
31, 2003, as provided in Subsection 4 of this letter will be paid in
one lump sum payment within thirty days of written notice of the
termination of the agreement by either Belden or you. The terms of
Paragraphs 6, 7 and 16 will survive any termination of this Agreement.
15. The acceptance of the terms of this Agreement constitutes a waiver of
any claim you may have for severance pay of any kind under any other
agreement or ▇▇▇▇▇▇ policy.
16. You agree that during your employment and permanently following the end
of your employment you will not disclose to any person, firm,
association, partnership, entity or corporation, other than in
discharge of your duties or pursuant to a court order or in discovery
proceedings in which you are required to present evidence or testimony
in a matter associated with ▇▇▇▇▇▇'▇ business dealings, any information
concerning ▇▇▇▇▇▇'▇ business, including: (i) the business operations or
internal structure of ▇▇▇▇▇▇; (ii) ▇▇▇▇▇▇'▇ customers; (iii) ▇▇▇▇▇▇'▇
financial condition; and (iv) other confidential information including
but not limited to trade secrets, technical data, sales figures and
forecasts, marketing analyses and studies, customer and price lists,
including any and all of the foregoing confidential information of any
affiliates or subsidiaries of ▇▇▇▇▇▇. All papers and records of every
kind, including all memoranda, lists, tapes, notes, sketches, designs,
plans, data, telephone lists, address lists, rolodexes, customer lists,
price lists and other documents, whether made by your or Belden
relating in any way to the business and affairs of Belden, its
successors, affiliates and subsidiaries or to any business or field of
investigation of ▇▇▇▇▇▇ which shall at any time come into your
possession or control, shall be the sole and exclusive property of
Belden and you shall surrender these to Belden at any time upon request
from ▇▇▇▇▇▇.
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Page 3.
December 21, 2001
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
If the terms of this Agreement are acceptable to you, please sign and return a
copy to me no later than December 31, 2001.
Sincerely,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President & Chief Executive Officer
Accepted this 21st day of December, 2001
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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