EX-101 INSTANCE DOCUMENT

Geschäftsführeranstellungsvertrag

 

Zwischen

- nachfolgend “Gesellschaft” genannt -

 

und

- nachfolgend “Geschäftsführer” genannt -

 

Herr Christoph Gusenleitner soll zum Geschäftsführer der Gesellschaft bestellt werden.

 

Die Gesellschaft ist Teil des Belden-Konzerns, an dessen Spitze die Belden Inc. mit Sitz in den Vereinigten Staaten steht. Der Konzern ist in vier Geschäftsbereiche (,,business units“) aufgeteilt: Belden Americas Group, EMEA (Europe, Middle East und Afrika), Belden Asia und Trapeze. Der Geschäftsführer soll für den Geschäftsbereich EMEA zuständig sein. Der Geschäftsbereich EMEA besteht aus allen Belden, Hirschmann und Lumberg Signalübertragungsprodukten inklusive Kupfer- und Glasfaserkabel; Kupfer und Faserstecker; industrielle Ethernet-Schalter

 

(Ethernet switches) und entsprechende Anlagen; Glasfaseranschlüsse und Media-Umwandler (media converters); Lastenmonent-Anzeigen für Kräne und andere lasttragende Anlagen; sowie Software und Komponenten für kabellose Technology.

 

Die Parteien vereinbarenden nachfolgenden Anstellungsvertrag:

 

1.    The Managing Director shall be employed at the Company and appointed as managing director as soon as it is possible for the Managing Director with regard to his departure from his current employment relationship, but at the latest with effect as of 1 April 2010. He shall represent the Company in accordance with legislation, the provisions of the Company’s Articles of Association, the directions of the shareholders and the provisions of this Employment Contract. He shall be obliged to carry out the instructions of the shareholder meeting. The place of performance shall be the respective headquarters of the Company, currently Neckartenzlingen, Germany.

 

2.    The Managing Director shall represent the Company together with another managing director or together with a procurist if several managing directors have been appointed. If he is the only managing director, then he shall represent the Company on his own. Release from the restrictions contained in § 181 BGB shall not be granted to him.

 

3.    Der Geschäftsführer wird nach entsprechender Einarbeitung die Aufgabe des Executive Vice President, EMEA Operations übernehmen. Zu seinen

3.    After appropriate familiarisation, the Managing Director shall take on the role of the Executive Vice President, EMEA Operations. His tasks shall include the

 

       general leadership and the management of the EMEA business of Belden Inc. He shall report directly to the President & CEO of Belden Inc. (Mr John Stroup). It shall be possible for the Company to allocate another business area to the Managing Director at any time.

 

4.    The Company shall be entitled to appoint additional managing directors. The shareholders shall from time to time determine the division of business activities among the managing directors.

 

 

1.    The Managing Director shall devote his full working capacity and all his knowledge and experience exclusively to the Company.

 

2.    The undertaking of any paid or unpaid ancillary activity, of honorary offices as well as of supervisory board, advisory board or similar mandates shall require the prior written consent of the shareholders.

 

3.    The Managing Director shall be obliged to

 

       take care of all the economic, financial and organisational interests of the Company. He shall take over the rights and duties of the employer in the sense of the German employment and social security legal provisions.

 

4.    The Company hereby reserves the right to transfer the Managing Director to another position which corresponds to his status, knowledge and capacities, also in another place. The Company and the Managing Director shall amicably decide if his residence should be moved or his current residence in Munich should be kept with weekly travel to the new place. The Company shall bear the reasonable moving costs or recurring travel costs thereof, upon presentation of receipts, etc.

 

1.    The Managing Director shall be entitled to annual holiday leave of 30 working days, in which regard all calendar days which are not Saturdays, Sundays or statutory public holidays shall count as working days. Holiday leave is to be taken after consultation with the shareholder and taking into the then current business requirements into account.

 

2.    Unused holiday leave from any year shall only be able to be carried over until 31 March of the subsequent year. Unused holiday leave shall not be compensated.

 

1.    Without being bound to specific working hours, the Managing Director shall be obliged to render his services as often and

 

       die pflichtgemäße Führung der Geschäfte verlangt, zur Verfügung der Gesellschaft zu halten und alle dem Wohle der Gesellschaft dienenden Leistungen zu erbringen.

       for as long as the prudent management of the business demands, to make himself available to the Company and to render his services for the good of the Company.

 

2.    The entire employment of the Managing Director shall be remunerated by the remuneration pursuant to § 7 of this Contract, even if the working hours go beyond the usual ones due to business reasons.

 

1.    During the term of this Contract, the Managing Director shall neither directly nor indirectly hold shares in companies which compete with the Company or with which the Company maintains business connections. Irrespective of the ancillary work prohibition in § 3.2 hereof, in any event it shall also be prohibited for the Managing Director to work — whether in an employee capacity, on a freelance basis or in any other way — during the term of this Contract directly or indirectly for a company which directly or indirectly competes with the Company or a company affiliated with the Company in the sense of § 15 ff of the German Stock Corporation Act (AktG).

 

2.    During the term of this Contract, the Managing Director shall also be prohibited from poaching Company employees from the Company and/or from employing Company employees for purposes other than those benefiting the Company.

 

3.    This competition prohibition shall also continue to apply unchanged during any period of release from the obligation to work for the Company (see § 12.4 of this Contract).

 

1.    As remuneration for his work, the Managing Director shall receive an annual gross salary in the amount of EUR 270,000.00 (in words: two hundred and seventy thousand Euros), which will be paid in twelve equal monthly instalments on the last day of each month, after tax and social security insurance contributions have been deducted.

 

2.    The Managing Director shall also receive a variable, success-dependent remuneration sum (“Bonus”). The amount of the Bonus to be paid out shall depend on the degree of the attainment of the quantitative and qualitative personal targets which the Company shall stipulate annually (end of November/December) for one business year in a bonus plan (also designated “Annual Cash Incentive Plan” respectively “ACIP”) in each instance. In the event of full target attainment, the Bonus to be paid out shall amount to 70% of the annual gross salary pursuant to § 7.1 hereof. The targets shall in each instance be stipulated in advance for a fixed time period by the Company in writing and communicated to the Managing Director. The stipulation of the Bonus plan shall be done by the Company in its dutiful discretion, taking account of the development of the business in the preceding period and the targets of the Company and the other companies belonging to the company group of the Company for the pertinent period, and taking account of the justified interests of the Managing Director.

 

3.    The Company shall decide whether and in what amount the Bonus will be paid out,

 

 

4.    An overview of the Annual Cash Incentive Plan currently applicable in the company group is attached to this Contract as Annex 2.

 

5.    In business years when the Managing Director is not continuously employed, he shall receive the Bonus pro rata on the basis of the degree of attainment achieved in the period of work. For the year of leaving the company, § 12.4 stipulates rules regarding the details in the event that the managing director is released from his obligation to work.

 

6.    For the 2010 fiscal year, the Managing Director shall be guaranteed 50% of his annual target Bonus (i.e. 50% of 70% of his basic salary, i.e. EUR 97,500.00 gross) as the minimum Bonus.

 

7.    The additional work necessary for fulfilment of the allocated tasks, as well as all work for other companies with which the Company is affiliated, shall be remunerated through payment of the total remuneration. Any employer/works council agreements or company regulations concerning additional remuneration, regardless of what kind, which may exist at the Company shall not apply to the Managing Director or shall be settled through payment of the total remuneration pursuant to this Contract.

 

8.    Remuneration for work as a member of a supervisory board, advisory board, administrative board or a similar body shall be set off against the salary claims (remuneration) if this occurs in connection

 

 

9.    Upon the expiry of 12 months after the commencement of his employment, the Company shall pay the Managing Director a once-off sum “sign-on bonus” in the amount of EUR 100,000.00 gross. However, payment shall not be owed if the Company has already permanently released the Managing Director from his obligation to perform work for the Company pursuant to § 12.4 of this Contract before the expiry of 12 months after the commencement of his employment.

 

1.    The Company shall reimburse the Managing Director for reasonable travel costs incurred due to business journeys and trips, additional expenditure for food, overnight stays and entertainment costs to an appropriate extent upon production of the relevant receipts therefor, insofar as the deductibility of these expenses is acknowledged for tax purposes. The expenses can be settled in a lump sum, insofar as this is permissible pursuant to German income tax legislation.

 

2.    A company car (BMW X5 3.5d with arbitrary optional equipment or comparable) shall be made available to the Managing Director, which the Managing Director shall also be able to use for private purposes.

 

3.    The benefit in money’s worth from the usage of the company car is to be calculated in accordance with the administration guidelines and to be subject to income tax. Any potential income tax arising from the above-mentioned benefits in money’s

 

 

1.    The Managing Director shall be obliged to announce every instance of incapacity to work and its likely duration to the Company.

 

2.    In the event of illness or other non-culpable inability to work, the Managing Director shall continue to be paid his contractual remuneration pursuant to § 7 of this Contract for the duration of six months, and this payment shall be made subject to deduction of the sickness benefit sum which is paid by the health insurance company. The continued payment of the remuneration shall, however, only occur at most until the cessation of this Contract.

 

1.    In addition, the Company shall pay the Managing Director a total sum in the amount of EUR 17,700.00 gross, in four instalments in the amount of EUR 4,425.00 gross each at the end of each calendar quarter, as the Company’s contribution to the Managing Director’s private old-age pension scheme.

 

2.    If the Managing Director obtains private health insurance for himself, the Company shall bear the one half of the insurance premiums up to the amount that would otherwise have to be paid as the employer’s contribution to the statutory health insurance.

 

3.    The Managing Director shall also have a claim for all of the social security insurance payments which the Company grants its managing directors in the framework of what is usual practice at the Company.

 

1.    The parties hereby agree that the German Employee Inventions Act shall not apply to the Managing Director’s work inventions. Inventions in the sense of the following provisions shall mean all inventions and technical improvement proposals by the Managing Director in the sense of § 1 — § 3 of the German Employee Inventions Act and all patents and trademarks. “Work inventions” in the sense of this Contract shall mean all inventions made by the Managing Director during the existence of the employment relationship that (i) result from the tasks incumbent on the Managing Director in the business, (ii) are significantly based on the experience or work in the business, or (iii) concern the Company’s area of business. “Work inventions” shall also include all inventions of the aforementioned kind which the Managing Director completes after the cessation of the employment relationship, if the preparatory work for the invention was predominantly done during the term of the employment relationship; this shall be presumed to be the case if the invention is made within three months after the cessation of the employment relationship.

 

2.    The Managing Director hereby irrevocably transfers to the Company the exclusive usage and utilisation right — unrestricted as to time, space and content — for any and all copyrightable work results which the

 

 

3.    The Managing Director hereby expressly waives all other rights in the work result to which he is potentially entitled as author/creator, particularly the right to the use of a name and making the work accessible. Work results which do not have a direct or an indirect connection with the company object of the Company shall be excluded from the abovementioned assignment.

 

4.    The Managing Director shall be obliged to ensure appropriate documentation of his copyrightable work results and to keep that documentation updated, as well as to make this accessible to the Company at all times and to transfer to the Company the ownership therein.

 

5.    The Managing Director shall be obliged at the request of the Company to support the latter in the acquisition and enforcement of copyright and other industrial property rights for his work results in other countries. For this purpose, the Managing Director shall fill out and submit all applications, assignment declarations and other legal declarations, sign all documents and perform other legal acts which are

 

 

6.    For the fulfilment of these co-operation obligations, the Managing Director shall not receive any further remuneration during the term of the employment relationship, apart from the reimbursement of costs which he incurs as a result of the Company’s request. § 32a of the German Copyright Act (UrhG) shall remain unaffected hereby. Insofar as the Managing Director fulfils the co-operation obligation after the cessation of the employment relationship, he shall receive a reasonable per diem rate therefor as well as the reimbursement of all costs which he incurs as a result of the Company’s request.

 

7.    In the event of the cessation of the employment relationship, the work result shall remain in the hands of the Company for further usage. A right of access by the creator to the work result is hereby expressly excluded.

 

1.    The Contract shall commence on the date named in § 1 above, and is hereby entered into for an indefinite period of time.

 

2.    The Contract shall be subject to the condition subsequent that the Managing Director commences his contractual activity

 

 

3.    An ordinary termination of the Contract can be effected at any time subject to compliance with a termination notice period of 6 months to month’s end, however, for the first time with effect as of May 31, 2013. The right to effect an extraordinary termination shall remain unaffected hereby.

 

4.    The termination of the Contract as well as the removal and the resignation of the Managing Director shall require to be in writing.

 

5.    After termination has been declared, the Company shall be entitled at any time to release the Managing Director from the obligation to render his services to the Company, subject to continued payment of the basic remuneration pursuant to § 7.1 hereof. The pro rata Bonus pursuant to § 7.2 to § 7.6 hereof which accrues with regard to the time until the commencement of the release period shall be paid in full. During the release period, the Company shall pay the Managing Director 50 % of the target Bonus pursuant to § 7.2 hereof. Any potential unused holiday leave shall be used during, and counted towards, the time of the release from the obligation to render his services. During the release period, the contractual competition prohibition pursuant to § 6 of this Contract shall continue to apply unchanged. Other remuneration earned by the Managing Director and remuneration which the Managing Director maliciously fails to earn through working for other parties during

 

 

6.    The appointment of the Managing Director can be revoked at any time through resolution of the shareholders. The revocation shall at the same time count as termination of this Contract by the Company as of the next possible point in time.

 

7.    The employment relationship shall come to an end, without a termination being required, upon the expiry of the month in which the Employee reaches the usual age threshold of the statutory pension insurance fund.

 

1.    In dealings with third parties, the Managing Director shall be obliged to maintain the strictest silence concerning all Company matters. This confidentiality obligation shall continue to exist after his departure from the service of the Company.

 

2.    This obligation shall particularly include details of this Contract, with the exception of its duration and possibilities of termination. Information which the Managing Director requires for entry into private insurance policies as well as for fulfilment of public law obligations shall also be excluded from this obligation.

 

1.    The Managing Director shall be obliged to duly store all records, drafts,

 

 

2.    Any copying of such documents for purposes other than business reasons is hereby excluded.

 

3.    The items named must be returned without undue delay, without being requested to do so, and completely to the Company by the Managing Director upon his departure from the service of the Company or after his release from the obligation to render his services to the Company.

 

4.    Any right of retention to these items is hereby excluded, but the Managing Director may make and keep copies of the correspondence between him and the Company.

 

Es ist dem Geschäftsführer untersagt, Geschenke oder Vergünstigungen zu eigenem oder fremden Vorteil von solchen Personen oder Unternehmen zu fordern, sich versprechen zu lassen oder anzunehmen, die mit der Gesellschaft oder mit ihr verbundenen Gesellschaften in Geschäftsverbindung stehen oder aber eine solche anstreben.

 

Von diesem Verbot ausgenommen sind gebräuchliche Gelegenheitsgeschenke, sofern sich diese im Rahmen der jeweils gültigen Bestimmungen der Belden Inc. über die Annahme von Vergünstigungen Dritter durch Angestellte/Geschäftsführer der Belden-Gruppe halten.

 

1.    The respective headquarters of the Company are hereby agreed to be the legal venue for any legal disputes arising in connection with this Contract on the occasion of its entry, performance or cessation.

 

2.    Weiterhin vereinbaren die Parteien als zuständiges Gericht die Zuständigkeit des Landgerichts, Kammer für Handelssachen.

2.    In addition, the parties hereby agree that the competent court shall be the Regional Court, Chamber for Commercial Matters.

 

3.    This Contract is drafted in German and in English. The parties hereby agree that the employment relationship shall be exclusively governed by German law. In the event of a contentious contract provision, the German version shall be authoritative.

 

1.    All claims which arise out of and in connection with the employment relationship and on the occasion of its cessation shall cease to be valid if they are not made in writing by the contract parties within a period of three months after the respective claims become due.

 

2.    If the respective other party rejects the claim in writing or does not make a declaration within one month after the claim has been made, then the claim shall cease to be valid if it is not made in writing to a court within three months after the rejection or after the expiry of the one-month period.

 

3.    The above-named periods shall not apply for claims arising out of liability due to intentional behaviour or due to loss of life,

 

 

1.    Should individual provisions of this Contract be or become invalid, the validity of the remaining provisions shall remain unaffected thereby. The invalid provision shall be replaced by a valid provision which comes as close as possible to fulfilling the economic purpose of the parties, and which is compatible with the remaining provisions of this Contract. The same shall apply if the Contract should prove to contain unintended lacunae.

 

2.    Any amendments or additions to this Contract shall require to be in writing to be valid. The same shall also apply for the cancellation of the written form requirement.

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/s/ Henk Derksen

Company/Gesellschaft

Beide Vertragspartner bestätigen, ein rechtsverbindlich von beiden Seiten unterzeichnetes Exemplar dieses Geschäftsführeranstellungsvertrages erhalten zu haben.

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/s/ Henk Derksen

Company/Gesellschaft