(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrantþ
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Preliminary proxy statement | ||||||
Confidential, for Use of the Commission Only | ||||||
þ | Definitive proxy statement | |||||
Definitive additional materials | ||||||
Soliciting material pursuant to Rule 14a-12 | ||||||
BELDEN INC. | ||||||
(Name of Registrant as Specified in Its Charter) | ||||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of filing fee (Check the appropriate box): | ||||
þ | No fee required. | |||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
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¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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(2) | Form, schedule or registration statement no.: |
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(4) | Date filed: |
Dear Stockholder:
I am pleased to invite you to our 20112014 Annual Stockholders’ Meeting. We will hold the meeting at 11 a.m.12:30 p.m. central time on Wednesday, May 18, 201128, 2014 at the Saint Louis Club (16th Floor), Pierre Laclede Center, 7701 Forsyth Boulevard,Four Seasons Hotel St. Louis, Mississippi Room, 8th Floor at 999 North 2nd Street, St. Louis, Missouri.
Consistent with the past two years,practice, we are pleased to be taking advantage of the U.S. Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders primarily over the Internet. We believe that thise-proxy process has expedited stockholders’ receipt of proxy materials, lowered the associated costs, and conserved natural resources.
On April 6, 2011,15, 2014, we began mailing our stockholders a notice containing instructions on how to access our 20112014 Proxy Statement and 20102013 Annual Report and vote online. The notice also included instructions on how to receive a paper copy of your annual meeting materials, including the notice of annual meeting, proxy statement, and proxy card. If you received your annual meeting materials by mail, the notice of annual meeting, proxy statement, and proxy card from our Board of Directors were enclosed. If you received your annual meeting materials viae-mail, thee-mail contained voting instructions and links to the annual report and the proxy statement on the Internet, which are both available athttp://investor.belden.com/annuals.cfmfinancialDocuments.cfm.
The agenda for this year’s annual meeting includesconsists of the following items:
Agenda Item | ||
Board Recommendation | ||
1. Election of the | FOR | |
2. Ratification of the Appointment of Ernst & Young as the Company’s Independent Registered Public Accounting Firm for 2014 | FOR | |
3. Advisory Vote on Executive Compensation | FOR | |
Please refer to the proxy statement for detailed information on the proposalproposals and the annual meeting. Your voteparticipation is important and we kindly request that you cast your vote.
Sincerely,
John Stroup
President and Chief Executive Officer
1 North Brentwood Boulevard,Suite 800
15th Floor
St. Louis, Missouri 63105
314-854-8000
NOTICE OF 20112014 ANNUAL STOCKHOLDERS’ MEETING
TIME | |||
PLACE | |||
AGENDA | 1. To elect the | ||
2. To ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for 2014 | |||
3. To hold an advisory vote on executive compensation | |||
4. | |||
WHO CAN VOTE | You are entitled to vote if you were a stockholder at the close of business on | ||
FINANCIAL STATEMENTS | The Company’s | ||
VOTING | Please vote as soon as possible to record your vote promptly, even if you plan to attend the annual meeting. You have three options for submitting your vote before the annual meeting: | ||
• Internet | |||
• Phone (if you request a full delivery of the proxy materials) | |||
• Mail (if you request a full delivery of the proxy materials) |
By Authorization of the Board of Directors,
Kevin Bloomfield
Senior Vice President, Secretary and General Counsel
St. Louis, Missouri
April 6, 2011
15, 2014
2014 ANNUAL MEETING OF STOCKHOLDERS
OF
BELDEN INC.
To be held on Wednesday, May 18, 201128, 2014
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Belden Inc. 2014 Proxy Statement | Pagei |
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Page ii | Belden Inc. 2014 Proxy Statement |
Internet Availability of Proxy Materials
This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the annual meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability.Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials viae-mail unless you elect otherwise.
QUESTIONS
For questions | ||
Regarding: | Contact: | |
Annual meeting or | Belden Investor Relations,314-854-8054 | |
Executive Compensation Questions | ||
Stock ownership | American Stock Transfer & Trust Company | |
(Stockholders of Record) | http://www.amstock.com | |
800-937-5449 (within the U.S. and Canada) | ||
718-921-8124 (outside the U.S. and Canada) | ||
Stock ownership | Contact your broker, bank or other nominee | |
(Beneficial Owners) | ||
Voting | Belden Corporate Secretary, 314-854-8035 |
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Q: | Why am I receiving these materials? |
A: | The Board of Directors (the “Board”) of Belden Inc. (sometimes referred to as the “Company” or “Belden”) is providing these proxy materials to you in connection with the solicitation of proxies by Belden on behalf of the Board for the |
Q: | Why am I being asked to review materials online? |
A: | Under rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our stockholders on the Internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. We began mailing the Notice of Internet Availability of Proxy Materials to stockholders on April |
Q: | Who is qualified to vote? |
A: | You are qualified to receive notice of and to vote at the annual meeting if you owned shares of common stock of the Company at the close of business on our record date of |
Q: | What information is available for review? |
A: | The information included in this proxy statement relates to the proposals to be voted on at the meeting, the voting process, the compensation of directors and our most highly paid officers, and certain other required information. Our |
Q: | What matters will be voted on at the meeting? |
A: |
(1) |
(2) | the ratification of the appointment of Ernst & Young as the Company’s independent registered public accountant for 2013; and |
(3) |
Q: | What |
A: | Our Board of Directors recommends that you vote your shares: |
(1) |
(2) | FOR the ratification of Ernst & Young; and |
(3) |
Q: | What shares owned by me can be voted? |
A: | All shares owned by you as of |
Q: | What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
A: | Some Belden stockholders hold their shares through a |
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Belden Inc. 2014 Proxy Statement |
Stockholder of Record
If your shares are registered directly in your name with Belden’s transfer agent, American Stock Transfer & Trust Company, you are considered (with respect to those shares) the stockholder of record and the Notice of Internet Availability of Proxy Materials is being sent directly to you by Belden. As thestockholder of record, you have the right to grant your voting proxy directly to Belden or to vote in person at the meeting.
Beneficial Owner
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered thebeneficial owner of shares held in “street name” (that is, the name of your stock broker, bank, or other nominee) and the Notice of Internet Availability of Proxy Materials is being forwarded to you by your broker or nominee who is considered, with respect to those shares, thestockholder of record. As the beneficial owner, you have the right to direct your broker or nominee how to vote and are also invited to attend the meeting. However, since you are not thestockholder of record, you may not vote these shares in person at the meeting.
Q: | How can I vote my shares in person at the meeting? |
A: | Shares held directly in your name as the stockholder of record may be voted in person at the annual meeting. If you choose to do so, please bring proof of identification. |
Even if you plan to attend the annual meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you decide later not to attend the meeting.
Q: | How can I vote my shares without attending the meeting? |
A: | Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. You will be able to do this over the Internet by following the instructions on your Notice of Internet Availability of Proxy Materials. If you request a full delivery of the |
proxy materials, a proxy card will be included that will contain instructions on how to vote by telephone or mail in addition to the Internet. |
Q: | Can I change my vote? |
A: | You may change your proxy or voting instructions at any time prior to the vote at the annual meeting. For shares held directly in your name, you may accomplish this by granting a new proxy or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares held beneficially by you, you may accomplish this by submitting new voting instructions to your broker or nominee. |
Q: | What class of shares is entitled to be voted? |
A: | Each share of our common stock outstanding as of the close of business on |
Q: | What is the quorum requirement for the meeting? |
A: | The quorum requirement for holding the meeting and transacting business is a majority of the outstanding shares entitled to vote. The shares may be present in person or represented by proxy at the meeting. Both abstentions and withheld votes are counted as present for the purpose of determining the presence of a quorum for the meeting. |
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Belden Inc. 2014 Proxy Statement | Page 3 |
Q: | What are the voting requirements to approve the proposals and how are votes withheld, abstentions and broker non-votes treated? |
A: | The following table describes the voting requirements and treatment of votes withheld, abstentions, and broker non-votes for each proposal: |
Proposal | Voting Requirement | Tabulation Treatment | |||||||||
Votes Withheld/Abstentions | |||||||||||
Broker Non-Votes | |||||||||||
Election of Directors | Plurality of votes cast to elect each director | Present for quorum purposes; treated as a vote against the director(s) for purposes of calculating approval percentage | Not present for quorum purposes; brokers do not have discretion to vote non-votes in favor of directors | ||||||||
Ratification of Ernst & Young | No requirement; not binding on company | The Board of Directors will consider the number of abstentions in its analysis of the results of the advisory vote | Count as present for quorum purposes; brokers have discretion to vote non-votes in favor of | ||||||||
Advisory vote on executive compensation | No requirement; not binding on company | The Board of Directors will consider the of abstentions in its analysis of the results of the advisory vote | |||||||||
Not present for quorum purposes; brokers do not have discretion to vote non-votes in favor of compensation matters | |||||||||||
Q: | Where can I find the voting results of the meeting? |
A: | We will announce preliminary voting results at the meeting and publish final results in a report onForm 8-K within four business days of the date on which our meeting ends. |
Q: | What happens if additional proposals are presented at the meeting? |
A: | Other than the proposals described in this proxy statement, we do not expect any matters to be presented for a vote at the annual meeting. If you grant a proxy, the persons named as proxy holders, Kevin L. Bloomfield, the Company’s Secretary, |
vote your proxy for such other candidate or candidates as may be nominated by the Board. |
Q: | Who will count the votes? |
A: | A representative of Broadridge Financial Solutions, Inc. will tabulate the votes and will act as the inspector of election. |
Q: | Is my vote confidential? |
A: | Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Belden or to third parties except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, or (3) to facilitate a successful proxy solicitation by our Board. Occasionally, stockholders provide written comments on their proxy cards, which are then forwarded to Belden management. |
Page 4 | Belden Inc. 2014 Proxy Statement |
Q: | Who will bear the cost of soliciting votes for the meeting? |
A: | Belden has retained Phoenix Advisory Partners to act as proxy solicitor for the annual meeting and to provide other advisory services throughout the year. Belden will |
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reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of the Company’s common stock. | ||
Belden Inc. 2014 Proxy Statement | ||
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Nominating and | ||||||||||||
Name of Director | Audit | Compensation | Finance | Corporate Governance | ||||||||
David Aldrich | 5 | |||||||||||
Lorne D. Bain | 5 | |||||||||||
Lance C. Balk | 5* | 5 | ||||||||||
Judy L. Brown | 5 | |||||||||||
Bryan C. Cressey | 5 | 5 | ||||||||||
Glenn Kalnasy | 5* | |||||||||||
Mary S. McLeod | 5 | |||||||||||
George Minnich | 5 | |||||||||||
John M. Monter | 5 | 5* | ||||||||||
Bernard G. Rethore | 5* | |||||||||||
John Stroup | ||||||||||||
Dean Yoost** | 5 | |||||||||||
Meetings held in 2010 | 11 | 6 | 2 | 4 | ||||||||
Name of Director | Audit | Compensation | Finance | Nominating and Corporate Governance | ||||
David Aldrich | p | |||||||
Lance C. Balk | p* | p | ||||||
Steven W. Berglund | p | |||||||
Judy L. Brown | p | p | ||||||
Bryan C. Cressey | p | p | ||||||
Glenn Kalnasy | p* | |||||||
George Minnich | p* | |||||||
John M. Monter | p | p* | ||||||
John Stroup | ||||||||
Dean Yoost | p | |||||||
Meetings held in 2013 | 11 | 6 | 8 | 4 |
p | Committee member | |
* | Chair | |
At its regular meeting in March 2011,2014, the Board determined that Ms. Brown, Ms. McLeod and Messrs. Aldrich, Balk, Cressey, Kalnasy, Minnich, Monter, Rethore and Yoost each metof the non-employee directors seeking reappointment meets the independence requirements of the NYSE listing standards. As part of this process, the Board determined that each such member had no material relationship with the Company. In connection with Mr. Yoost’s
Biographies of Directors Seeking Reappointment
David Aldrich, 57, was appointed to the Company’s Board and Compensation Committee in February 2007. The Board recruited Mr. Aldrich based on his experience in high technology signal transmission applications and for his experience as a current Chief Executive Officer of a public company. Since April 2000, he has served as President, Chief Executive Officer, and Director of Skyworks Solutions, Inc. (“Skyworks”). Skyworks is an innovator of high performance analog and mixed signal semiconductors enabling mobile connectivity. Mr. Aldrich received a B.A. degree in political science from Providence College and an M.B.A. degree from the University of Rhode Island. |
Page 6 | Belden Inc. 2014 Proxy Statement |
Lance C. Balk, 56, has been a director of the Company since March 2000, is a member of the Nominating and Corporate Governance Committee and chairs the Finance Committee. In September 2010, Mr. Balk was appointed as General Counsel of Six Flags Entertainment Corporation. Mr. Balk served as Senior Vice President and General Counsel of Siemens Healthcare Diagnostics from November 2007 to January 2010. From May 2006 to November 2007, he served in those positions with Dade Behring, a leading supplier of products, systems and services for clinical diagnostics, which was acquired by Siemens Healthcare Diagnostics in November 2007. Previously, he had been a partner of Kirkland & Ellis LLP since 1989, specializing in securities law and mergers and acquisitions. The Board originally recruited Mr. Balk based on his expertise in advising multinational public and private companies on complex mergers and acquisitions and corporate finance transactions. He provides insight to the Board regarding business strategy, business acquisitions, and capital structure. Mr. Balk received a B.A. degree from Northwestern University and a J.D. degree and an M.B.A. degree from the University of Chicago. | ||
Steven W. Berglund, 62, was appointed to the Company’s Board and Compensation Committee in December 2013. The Board recruited Mr. Berglund for his experience as a current CEO of a public company and based on his extensive industrial experience, which includes complex wireless and software technology applications. Since March 1999, Mr. Berglund has served as President, Chief Executive Officer and Director of Trimble Navigation Limited (“Trimble”). Trimble is a leader in providing integrated positioning, wireless and software technology solutions that improve productivity and reduce costs for customers in various fields, including engineering and construction firms, surveying companies, and farmers and agricultural companies. He also served as a director of Verigy Ltd. until its acquisition in 2011. Prior to joining Trimble, Mr. Berglund was President of Spectra Precision, a group within Spectra Physics AB. Mr. Berglund’s business experience includes a variety of senior leadership positions with Spectra Physics, and manufacturing and planning roles at Varian Associates. He began his career as a process engineer at Eastman Kodak. Mr. Berglund attended the University of Oslo and the University of Minnesota where he received a B.S. in chemical engineering. He received his M.B.A. from the University of Rochester and is the current chair of the board of directors of the Silicon Valley Leadership Group. | ||
Judy L. Brown, 45, was appointed to the Company’s Board and Audit Committee in February 2008. She also serves on the Finance Committee. In recruiting Ms. Brown, the Board sought a member with international experience in finance and accounting to help the Company pursue its strategic global focus. As an employee of Ernst & Young for more than nine years in the U.S. and Germany, she provided audit and advisory services to U.S. and European multinational public and private companies. She served in various financial and accounting roles for six years in the U.S. and Italy with Whirlpool Corporation, a leading manufacturer and marketer of appliances. In 2004, she was appointed Vice President and Controller of Perrigo Company, a leading global healthcare supplier and the world’s largest manufacturer and marketer of over-the-counter pharmaceutical products sold under store brand labels. Since 2006, she has served as Executive Vice President and Chief Financial Officer of Perrigo. She received a B.S. degree in Accounting from the University of Illinois; an M.B.A. from the University of Chicago; and attended the Aresty Institute of Executive Education of the Wharton School of the University of Pennsylvania. Ms. Brown also is a Certified Public Accountant. |
Belden Inc. 2014 Proxy Statement | Page 7 |
Bryan C. Cressey, 64, has been Chairman of the Board of the Company since 1988 and a director of the Company since 1985. He also serves on the Nominating and Corporate Governance Committee and the Finance Committee. For the past twenty-nine years, Mr. Cressey has been a General Partner and Principal of Golder, Thoma and Cressey, Thoma Cressey Bravo, and Cressey & Company, all private equity firms, the last of which he founded in 2007. The firms have specialized in healthcare, software and business services. He is also a director of Select Medical Holdings Corporation, a healthcare services company, and several privately held companies. He was a director of Jazz Pharmaceuticals, a specialty pharmaceutical company until 2012. Mr. Cressey’s years of senior-level experience with public and private companies in diverse industries, his legal and business education and experience, and his regular interaction with the equity markets make him highly qualified to serve on the Company’s Board. Mr. Cressey received a B.A. degree from the University of Washington and a J.D. degree and an M.B.A. degree from Harvard University. | ||
Glenn Kalnasy, 70, has been a director of the Company since 1985 and is Chair of the Compensation Committee. From February 2002 through October 2003, Mr. Kalnasy served as the Chief Executive Officer and President of Elan Nutrition Inc., a private-label manufacturer of nutrition food bars. From 1982 to 2003, he was a Managing Director of The Northern Group, Inc., a private equity firm that acquired and managed businesses. Mr. Kalnasy’s extensive general management and business experience at the policy-making level, which includes being one of the founders of Cable Design Technologies (the company—now called Belden Inc.—that merged with Belden 1993 Inc. in 2004), and his long history with the Company qualify him to serve on the Board. Mr. Kalnasy received a B.S. degree from Southern Methodist University. | ||
George Minnich, 64, was appointed to the Company’s Board and Audit Committee in May 2010. Mr. Minnich served as Senior Vice President and Chief Financial Officer of ITT Corporation from 2005 to 2007. Prior to that, he served for twelve years in several senior finance positions at United Technologies Corporation, including Vice President and Chief Financial Officer of Otis Elevator and of Carrier Corporation. He also held various positions within Price Waterhouse from 1971 to 1993, serving as an Audit Partner from 1984 to 1993. Mr. Minnich also serves on the Board of Trustees of Albright College and is the Audit Committee Chairman and Board member of Kaman Corporation, an aerospace and industrial distribution company, and AGCO Corporation, a maker of a broad range of tractors, combines and other farm equipment. His extensive financial and accounting experience gained over 35 years plus his experience on other public company boards was important to the Board in connection with his initial election. His senior level operational background provides the Board with additional insights into multinational industrial companies. Mr. Minnich received a B.S. degree in Accounting from Albright College. |
Page 8 | Belden Inc. 2014 Proxy Statement |
John M. Monter, 66, had been a director of Belden 1993 Inc. since 2000 and was appointed to the Company’s Board at the time of the merger of Belden 1993 Inc. and Cable Design Technologies Corporation in 2004. He serves on the Compensation Committee and chairs the Nominating and Corporate Governance Committee. During his career, Mr. Monter has served in the general management position for three companies, two manufacturers and a construction services company. Previous to his general management experience, Mr. Monter worked in several marketing and sales positions, including holding worldwide responsibilities in both marketing and sales for a multinational manufacturing company. His broad general management and sales and marketing experience at the policy-making level particularly qualifies him to serve on the Company’s Board. From 1993 to 1996, he was President of the Bussmann Division of Cooper Industries, Inc. Bussmann is a multi-national manufacturer of electrical and electronic fuses, with ten manufacturing facilities in four countries and sales offices in most major industrial markets around the world. From 1996 through 2004, he was President and Chief Executive Officer of Brand Services, Inc. (“Brand”) and also a member of the board of directors of the parent companies, Brand DLJ Holdings (1996-2002) and Brand Holdings, LLC (2002-2006). He was named Chairman of Brand DLJ Holdings in 2001 and Chairman of Brand Holdings, LLC in 2002. From January 1, 2005 through April 30, 2006, he served as Vice Chairman of Brand Holdings, LLC. Brand is a supplier of scaffolding and specialty industrial services. In 2008, he was elected a director on the board of Environmental Logistics Services, a privately held company that is owned by Centre Partners. Environmental Logistics Services is a hauler and disposer of solid wastes. Mr. Monter received a B.S. degree in journalism from Kent State University and an M.B.A. degree from the University of Chicago. | ||
John S. Stroup, 47, was appointed President, Chief Executive Officer, and member of the Board effective October 31, 2005. His experience in strategic planning and general management of business units of other public companies, coupled with his in-depth knowledge of the Company, makes him an integral member of the Board and a highly qualifed intermediary between management and the Company’s non-employee directors. From 2000 to the date of his appointment with the Company, he was employed by Danaher Corporation, a manufacturer of professional instrumentation, industrial technologies, and tools and components. At Danaher, he initially served as Vice President, Business Development. He was promoted to President of a division of Danaher’s Motion Group and later to Group Executive of the Motion Group. Earlier, he was Vice President of Marketing and General Manager with Scientific Technologies Inc. Mr. Stroup received a B.S. degree in mechanical engineering from Northwestern University and an M.B.A. degree from the University of California at Berkeley. Mr. Stroup is a director of RBS Global, Inc. RBS Global manufactures power transmission components, drives, conveying equipment and other related products under the Rexnord name. |
Belden Inc. 2014 Proxy Statement | Page 9 |
The Audit Committee operates under a Board-approved written charter and each member meets the independence requirements of the NYSE’s listing standards. The Committee assists the Board conducted ain overseeing the Company’s accounting and reporting practices by, among other items:
meeting with its financial management and independent registered public accounting firm (Ernst & Young) to review of his background to ensure that he would be independentthe financial statements, quarterly earnings releases, and financial data of the Company;
reviewing and selecting the independent registered public accounting firm who will audit the Company’s financial statements;
reviewing the selection of the internal auditors who provide internal audit services;
reviewing the scope, procedures, and results of the Company’s financial audits, internal audit procedures, and internal controls assessments and procedures under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”);
providing oversight responsibility for the process the Company uses in performing its periodic enterprise risk analysis; and
evaluating the Company’s key financial and management.accounting personnel.
At its March 4, 2014 meeting, the Board determined that each of Ms. Brown and Mr. Minnich was an Audit Committee Financial Expert as defined in the rules pursuant to SOX and each is independent.
The Compensation Committee of Belden determines, approves, and reports to the Board on compensation for the Company’s elected officers. The Committee reviews the design, funding, and competitiveness of the Company’s retirement programs. The Committee also assists the Company in developing compensation and benefit strategies to attract, develop, and retain qualified employees. The Committee operates under a written charter approved by the Board. The Finance Committee provides oversight in the area of corporate finance and makes recommendations to the Board about the financial aspects of the Company. Examples of topics upon which the Finance Committee may provide guidance include capital structure, capital adequacy, credit ratings, capital expenditure planning, and dividend policy and share repurchase programs. The Committee is governed by a written charter approved by the Board. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee identifies, evaluates, and recommends nominees for the Board for each annual meeting (and to fill vacancies during interim periods); evaluates the composition, organization, and governance of the Board and its committees; oversees senior management succession planning; and develops and recommends corporate governance principles and policies applicable to the Company. The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders if such nominations are submitted to the Company prior to the deadline for proposals as noted above under the caption “Nomination of Director Candidates.” The Committee’s responsibilities with respect to its governance function include considering matters of corporate governance and reviewing (and recommending to the Board revisions to) the Company’s corporate governance guidelines and its code of ethics, which applies to all Company employees, officers and directors. The Committee is governed by a written charter approved by the Board. Corporate Governance Documents Current copies of the Audit, Compensation, Finance, and Nominating and Corporate Governance Committee charters, as well as the Company’s governance principles and code of ethics, are available on the Company’s website athttp://investor.belden.com/documents.cfm. Printed copies of these materials are also available to stockholders upon request, addressed to the Corporate Secretary, Belden Inc., 1 North Brentwood Boulevard, 15th Floor, St. Louis, Missouri 63105. Related Party Transactions and Compensation Committee Interlocks It is our policy to review all relationships and transactions in which the company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Annually, we obtain information from all directors and executive officers with respect to related person transactions to determine, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in any such transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in our proxy statement. We have determined that there were no material related party transactions during 2013. None of our executive officers served during 2013 as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as member of our Board of Directors or Compensation Committee. The Company’s Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board (including Bryan Cressey, Chairman of the Board and presiding director for non-management director meetings), any Board committee, or any chair of any such committee by U.S. mail, through calling the Company’s hotline or via e-mail. To communicate with the Board, any individual director or any group or committee of directors, correspondence should be addressed to the Company’s Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent “c/o Corporate Secretary, Belden Inc.” at 1 North Brentwood Boulevard, 15th Floor, St. Louis, MO 63105. To communicate with any of our directors electronically or through the Company’s hotline, stockholders should go to our corporate website athttp://investor.belden.com/documents.cfm. On this page, you will find a section titled “Contact the Belden Board”, on which are listed the Company’s hotline number (with access codes for dialing from outside the U.S.) and an e-mail address that may be used for writing an electronic message to the Board, any individual directors, or any group or committee of directors. Please follow the instructions on our website to send your message. All communications received as set forth in the preceding paragraph will be opened by (or in the case of the hotline, initially reviewed by) our corporate ombudsman for the sole purpose of determining whether the contents represent a message to our directors. The Belden Ombudsman will not forward certain items which are unrelated to the duties and responsibilities of the Board, including: junk mail, mass mailings, product inquiries, product complaints, resumes and other forms of job inquiries, opinion surveys and polls, business solicitations, promotions of products or services, patently offensive materials, advertisements, and complaints that contain only unspecified or broad allegations of wrongdoing without appropriate information support. In the case of communications to the Board or any group or committee of directors, the corporate ombudsman’s office will send copies of the contents to each director who is a member of the group or committee to which the envelope or e-mail is addressed. In addition, it is the Company’s policy that each director attends the annual meeting absent exceptional circumstances. Each director other than Mr. Yoost attended the Company’s 2013 annual meeting. For some time, the Company has separated the Chief Executive Officer and Board Chairman positions. We believe this separation of roles is most appropriate for the Company and stockholders. Mr. Cressey, who is independent of management and the Company, provides strong leadership experience, strategic vision, and an understanding of the risks associated with our business. Mr. Stroup, as CEO, provides strategic planning, general management experience, and in-depth knowledge of the Company, and, as a member of the Board, acts as an important liaison between management and the Company’s non-employee directors.Page 10 Belden Inc. 2014 Proxy Statement Belden Inc. 2014 Proxy Statement Page 11 6
Director Stock Ownership Policy
The Board’s policy requires that each non-employee director hold Company stock equal in value to five times his or her annual cash retainer (currently 5 times $68,000). Upon appointment, a member has five years to meet this requirement, but must meet interim goals during the five-year period of: 20% after one year; 40% after two years; 60% after three years; and 80% after four years. The in-the-money value of vested stock options and the value of unvested RSUs are included in making this determination at the higher of their grant date value or current market value. Each non-employee director meets either the full-period or interim-period holding requirement: Ms. Brown and Messrs. Aldrich, Balk, Cressey, Kalnasy and Monter each meet 100% of the stock holding requirement. Mr. Minnich, who was appointed in May 2010, and Mr. Yoost, who was appointed in March 2011, each meet the three-year interim requirement. Mr. Berglund, who was appointed in December 2013 does not yet have an interim requirement.
The following table reflects the director annual compensation structure as of December 31, 2013 and as of May 1, 2014 per changes approved by the Board at its December 2013 meeting:
Description | As of December 31, 2013 ($) | As of May 1, 2014 ($) | Recipient(s) | |||
Cash Components | ||||||
Basic Retainer | 68,000 | 71,000 | All except Stroup | |||
Audit Committee Chair | 11,000 | 11,500 | Minnich | |||
Other Committee Chair | 5,800 | 6,000 | Balk, Kalnasy and Monter | |||
Audit Committee Service | 5,800 | 6,000 | Brown, Minnich and Yoost | |||
Multiple Committee Service | 5,800 | 6,000 | Balk, Brown, Cressey and Monter | |||
Non-Executive Chair | 37,500 | 39,000 | Cressey | |||
Equity Components | ||||||
Restricted Stock Unit Grant | 126,000 | 131,000 | All except Stroup | |||
Additional Grant for Non-Executive Chair | 37,500 | 39,000 | Cressey |
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In 2013, the Board, guided by industry data, approved an increase in compensation for the non-executive chair position, retroactive to January 1, 2012, of $75,000 per year, half of which was to be paid in cash and half of which was to be included in the annual equity grant. As illustrated above, this aggregate amount will increase to $78,000 as of May 1, 2014.
The following table provides information on non-employee director compensation for 2013.
Director | Fees Earned or ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | |||||
David Aldrich | 67,000 | 125,982 | - | 768 | 193,750 | |||||
Lance C. Balk | 78,400 | 125,982 | - | 12,506 | 216,888 | |||||
Steven W. Berglund | 5,667 | 170,250 | - | - | 175,917 | |||||
Judy L. Brown | 78,400 | 125,982 | - | 768 | 205,150 | |||||
Bryan C. Cressey | 147,700 | 201,025 | - | 768 | 349,493 | |||||
Glenn Kalnasy | 72,700 | 125,982 | - | 768 | 199,450 | |||||
George Minnich | 83,533 | 125,982 | - | 500 | 210,015 | |||||
John M. Monter | 78,400 | 125,982 | - | 768 | 205,150 | |||||
Dean Yoost | 72,700 | 125,982 | - | 1,101 | 199,783 |
(1) | Amount of cash retainer and committee fees. |
(2) | As required by the | |
(3) | As of December 31, 2013, the only director that held any option awards was Mr. Kalnasy, who held 2,000 options. |
(4) | Amount of interest earned on deferred director fees and dividends paid on vested stock awards. |
The Audit CommitteeITEM I – ELECTION OF NINE DIRECTORSAudit Committee operates under a Board-approved written charterCompany has ten directors – Ms. Brown and Messrs. Aldrich, Balk, Berglund, Cressey, Kalnasy, Minnich, Monter, Stroup and Yoost. The term of each member meets the independence requirements of the NYSE’s listing standards. The Committee assistsdirector will expire at this annual meeting and the Board in overseeingproposes that each of them (other than Mr. Yoost who will not stand for reelection) be reelected for a new term of one year and until their successors are duly elected and qualified. Each nominee has consented to serve if elected. If any of them becomes unavailable to serve as a director, the Company’s accounting and reporting practices by:
THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE NOMINATED SLATE OF DIRECTORS.
Belden Inc. 2014 Proxy Statement | ||
PUBLIC ACCOUNTING FIRM INFORMATION
ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014
It is anticipated that Ernst & Young LLP is expectedwill be selected as our independent registered public accounting firm for the year ending December 31, 2014, and the Board of Directors has directed that management submit the anticipated appointment for ratification by the stockholders at the annual meeting. Ernst & Young has served as our registered public accounting firm since the 2004 merger of Belden Inc. and Cable Design Technologies Corporation, and prior to that served as Belden 1993 Inc.’s registered public accounting firm since it became a public company in 1993. A representative of the firm will be present at the annual meeting, and will have thean opportunity to make a statement, if the representative desires to do so,they desire, and is expected towill be available to respond to appropriate questions.
We are not required to obtain stockholder ratification of the appointment of Ernst & Young as our independent registered public accounting firm. However, we are submitting the appointment to stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain Ernst & Young. Even if the appointment is ratified, the Audit Committee in its March 2, 2011discretion may direct the appointment of a different independent registered public accounting firm at any time if they determine that such a change would be in our best interests and the best interests of our stockholders.
Fees to Independent Registered Public Accountants for 2013 and 2012
The following table presents fees for professional services rendered by EY for the audit of the Company’s annual financial statements and internal control over financial reporting for 2013 and 2012 as well as other permissible audit-related and tax services.
2013 | 2012 | |||||||
Audit Fees | $ | 2,633,723 | $ | 2,691,710 | ||||
Audit-Related Fees | 265,349 | 475,082 | ||||||
Tax Fees | 1,187,534 | 623,966 | ||||||
All Other Fees | 0 | 0 | ||||||
Total EY fees | $ | 4,086,606 | $ | 3,790,758 |
“Audit fees” primarily represent amounts paid or expected to be paid for audits of the Company’s financial statements and internal control over financial reporting under SOX 404, review of SEC comment letters, reviews of SEC Forms 10-Q, Form S-8, Form 10-K and the proxy statement, and statutory audit requirements at certain non-U.S. locations.
“Audit-related fees” are primarily related to due diligence services on completed and potential acquisitions.
“Tax fees” for 2013 and 2012 are for domestic and international compliance totaling $132,746 and $95,053, respectively, and tax planning totaling $1,054,788 and $528,913, respectively.
In approving such services, the Audit Committee did not rely on the pre-approval waiver provisions of the applicable rules of the SEC.
Audit Committee’s Pre-Approval Policies and Procedures
Audit Fees:For 2013, the Committee reviewed and pre-approved the audit services and estimated fees for the year. Throughout the year, the Committee received project updates and, if appropriate, approved or ratified any amounts exceeding the original estimates.
Page 14 | Belden Inc. 2014 Proxy Statement |
Audit-Related and Non-Audit Services and Fees:Annually, and otherwise as necessary, the Committee reviews and pre-approves all audit-related and non-audit services and the estimated fees for such services. For recurring services, such as tax compliance and statutory filings, the Committee reviews and pre-approves the services and estimated total fees for such matters by category and location of service. The projected fees are updated quarterly and the Committee considers and, if appropriate, approves any amounts exceeding the original estimates.
For non-recurring services, such as special tax projects, due diligence, or other tax services, the Committee reviews and pre-approves the services and estimated fees by individual project. Up to an approved threshold amount, the Committee has delegated approval authority to the Committee Chair. The cost projections are updated quarterly and the Committee reviews, and, if appropriate, approves any amounts exceeding the original estimates.
Should an engagement need pre-approval before the next Committee meeting, the Board determined that each of Ms. Brown and Messrs. Bain, Minnich, Rethore and Yoost wasCommittee has delegated to the Committee Chair authority to grant such approval up to an Auditapproved spending threshold. Thereafter, the entire Committee Financial Expert as defined in the rules pursuant to SOX and each is independent.
The Audit Committee assists the Board in overseeing various matters, including: (i) the integrity of the Company’s financial The Audit Ernst & Young LLP (“EY”), the Company’s registered public accounting firm for statements. This includes overseeingstatements; (ii) all material aspects of the Company’s financial reporting, process, its systems of internal accounting control, and financial controls,audit functions; (iii) the annual independent audit processqualifications and independence of the Company’s annual financial statements,independent auditors; and (iv) the qualification, independence, and performance of the Company’s internal audit function and independent registered public accounting firm.Committee reviewsCommittee’s oversight includes reviewing with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate, and control such exposures. Management has the responsibility for the implementation of these activities and is responsible for the Company’s internal controls, financial reporting process, compliance with laws and regulations, and the preparation and presentation of the Company’s financial statements.2010,2013, is responsible for performing an independent audit of the consolidated financial statements and an audit of the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company7
In fulfilling its oversight responsibilities,connection with the CommitteeCompany’s December 31, 2013 financial statements, the Committee: (i) has reviewed and discussed the audited financial statements with management the Company’s audited consolidated financial statements for 2010,(including management’s assessment of the effectiveness of the Company’s internal control over financial reporting and EY’s audit of the Company’s internal control over financial reporting for 2010.
As part of such discussions, the Committee has considered whether the provision of services provided by EY, not related to the audit of the consolidated financial statements and internal control over financial reporting referred to above or to the reviews of the interim consolidated financial statements included in the Company’s quarterly reports onForm 10-Q, is compatible with maintaining EY’s independence. Below(Above is a report on audit fees, audit-related fees tax fees, and othertax fees the Company paid EY for services performed in 20102013 and 2009.2012.) The Committee has concluded that EY’s provision of non-audit services to the Company and its subsidiaries is compatible with EY’stheir independence.
Belden Inc. 2014 Proxy Statement | Page 15 |
Based on these reviews and discussions, the Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report onForm 10-K for 2010.
Audit Committee
George Minnich (Chair)
Judy L. Brown
Dean Yoost
THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED ACCOUNTING FIRM.
Page 16 | Belden Inc. 2014 Proxy Statement |
Fees to Independent Registered Public Accountants for 2010 and 2009OWNERSHIP INFORMATIONThe following table presents fees for professional services rendered by EY for the audit of the Company’s annual financial statements and internal control over financial reporting for 2010 and 2009 as well as other permissible audit-related and tax services. 2010 2009 Audit Fees $ 2,310,972 $ 2,718,141 Audit-Related Fees 231,563 248,570 Tax Fees 535,131 489,231 All Other Fees 0 0 Total EY fees $ 3,077,666 $ 3,455,942 “Audit fees” primarily represent amounts paid or expected to be paid for audits of the Company’s financial statements and internal control over financial reporting under SOX 404, review of SEC comment letters, reviews of SECForms 10-Q,Form S-8,Form 10-K and the proxy statement, and statutory audit requirements at certainnon-U.S. locations.“Audit-related fees” are primarily related to due diligence services on completed and potential acquisitions.“Tax fees” for 2010 and 2009 are for domestic and international compliance totaling $436,795 and $406,962, respectively, and tax planning totaling $98,336 and $82,269, respectively.8
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A | B | C | |||||||||||||||||||||||
Number of | Weighted | Number of Securities | |||||||||||||||||||||||
Securities to be | Average | Remaining Available for | |||||||||||||||||||||||
Issued Upon | Exercise Price | Future Issuance Under | |||||||||||||||||||||||
Exercise of | of | Equity Compensation Plans | |||||||||||||||||||||||
Outstanding | Outstanding | (Excluding Securities | |||||||||||||||||||||||
Plan Category | Options | Options | Reflected in Column A) | ||||||||||||||||||||||
Equity Compensation Plans Approved by Stockholders(1) | 2,687,493 | (2 | ) | 25.9770 | 1,095,712 | (3 | ) | ||||||||||||||||||
Equity Compensation Plans Not Approved by Stockholders(4) | 355,080 | (5 | ) | 19.8583 | 0 | ||||||||||||||||||||
Total | 3,042,573 | 1,095,712 | |||||||||||||||||||||||
Plan Category | A | B | C | |||||||||||||||||
Number of Securities to be Issued Upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) | ||||||||||||||||||
Equity Compensation Plans Approved by Stockholders(1) | 1,667,880 | (2 | ) | 36.3784 | 3,006,911.50 | (3 | ) | |||||||||||||
Equity Compensation Plans Not Approved by Stockholders | - | - | - | |||||||||||||||||
Total | 1,667,880 | 3,006,911.50 | ||||||||||||||||||
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(1) | Consists of | |
(2) | Consists of | |
(3) | Consists of |
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of filings with the Securities and Exchange Commission and other reports submitted by our directors and officers, we believe that all of our directors and executive officers complied during 2013 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934.
Belden Inc. 2014 Proxy Statement | ||
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The following table shows the amount of Belden common stock beneficially owned (unless otherwise indicated) by our directors, the executive officers named in theSummary Compensation Tablebelow and the directors and named executive officers as a group. Except as otherwise noted, all information is as of March 23, 2011.
EXECUTIVE OFFICERSNAMED Number of Shares Acquirable Within Percent of Class Name Beneficially Owned(1)(2) 60 Days(3) Outstanding(4) 18,416 - * 32,951 - * 43,770 9,500 * 72,865 121,530 * 16,383 - * 117,605 12,000 * 11,595 8,501 * 29,020 9,500 * 35,456 120,066 * 16,383 - * 7,148 - * 86,511 - * 38,516 - * 213,141 770,598 * 40,674 53,832 * 2,500 - * All directors and named officers as a group (16 persons) 782,934 1,105,527 1.02 %
Name | Number of Shares Beneficially Owned(1)(2) | Acquirable Within 60 Days(3) | Percent of Class Outstanding(4) | |||||||||
David Aldrich | 27,725 | - | * | |||||||||
Lance Balk | 79,329 | - | * | |||||||||
Steven W. Berglund | 2,500 | - | * | |||||||||
Kevin Bloomfield | 15,168 | 104,188 | * | |||||||||
Judy L. Brown | 25,692 | - | * | |||||||||
Bryan C. Cressey | 157,282 | - | * | |||||||||
Henk Derksen | 14,557 | 59,752 | * | |||||||||
Christoph Gusenleitner | 11,704 | 29,568 | * | |||||||||
Glenn Kalnasy | 31,108 | 1,000 | * | |||||||||
George Minnich | 16,457 | - | * | |||||||||
John M. Monter(5) | 80,220 | - | * | |||||||||
John Stroup | 168,130 | (6) | 334,806 | (7) | * | |||||||
Dhrupad Trivedi | 7,436 | 4,045 | * | |||||||||
Dean Yoost | 14,970 | - | * | |||||||||
All directors and executive officers as a group (18 persons) | 694,700 | 653,961 | 1.16 | % |
* | Less than one percent |
(1) | The number of shares includes shares that are individually or jointly owned, as well as shares over which the individual has either sole or shared investment or voting authority. Mr. Cressey’s number does not include shares held by the Bryan and Christina Cressey Foundation. Mr. Cressey is the President of the foundation but disclaims any beneficial ownership of shares owned by the foundation. |
(2) | The number of shares shown for |
Page 18 | Belden Inc. 2014 Proxy Statement |
(3) | Reflects the number of shares that could be purchased by exercise of stock options and the number of SARs that |
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(4) | Represents the total of the “Number of Shares Beneficially Owned” column (excluding RSUs, which do not have voting rights before vesting) divided by the number of shares outstanding at |
(5) | Includes | |
(6) | Includes 4,063 shares held in trust for children and 86,555 shares held in a family trust. |
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(7) | Includes 92,500 SARs held in trust for estate planning purposes. |
Belden Inc. 2014 Proxy Statement | Page 19 |
The following table shows information regarding those stockholders known to the Company to beneficially own more than 5% of the outstanding Belden shares as of December 31, 2010.
Percent of | ||||||||||
Amount and Nature of | Outstanding Common | |||||||||
Name and Address of Beneficial Owner | Beneficial Ownership | Stock(1) | ||||||||
Allianz Global Investors Capital LLC 600 West Broadway, Suite 2900 San Diego, California 92101 and NFJ Investment Group LLC 2100 Ross Avenue, Suite 700 Dallas, Texas 75201 (collectively, the “Allianz Group”) | 2,374,400 | (2) | 5.05 | % | ||||||
BlackRock, Inc. 40 East 52nd Street New York, New York 10022 | 3,547,453 | (3) | 7.54 | % | ||||||
Frontier Capital Management Co., LLC 99 Summer Street Boston, Massachusetts 02110 | 2,862,867 | (4) | 6.09 | % | ||||||
Invesco Ltd. Invesco Advisers, Inc. Invesco Powershares Capital Management Invesco National Trust Company (collectively, the “Invesco Group”) 1555 Peachtree Street NE Atlanta, Georgia 30309 | 2,601,495 | (5) | 5.53 | % | ||||||
Wellington Management Company, LLP 280 Congress Street Boston, Massachusetts 02109 | 5,620,734 | (6) | 11.95 | % | ||||||
Amount and Nature of Beneficial Ownership | Percent of Outstanding Common Stock(1) | |||||||
Wellington Management Company, LLP 280 Congress Street Boston, Massachusetts 02210 | 4,729,537 | (2) | 10.88 | % | ||||
BlackRock, Inc. 40 East 52nd Street New York, New York 10022 | 3,912,781 | (3) | 9.00 | % | ||||
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 2,640,019 | (4) | 6.08 | % | ||||
Invesco Ltd. Invesco Advisers, Inc. Invesco PowerShares Capital Management Invesco National Trust Company (collectively, the “Invesco Group”) 1555 Peachtree Street NE Atlanta, Georgia 30309 | 2,261,084 | (5) | 5.20 | % |
(1) | Based on |
(2) | ||
Information based on Schedule 13G/A filed with the SEC by Wellington Management Company, LLP on February 14, |
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(3) | Information based on Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 28, 2014, reporting sole voting power over 3,778,742 shares and sole dispositive power over 3,912,781 shares. |
(4) | Information based on Schedule 13G filed with the SEC by the Vanguard Group on February 11, 2014, reporting sole voting power over 62,243 shares, sole dispositive power over 2,580,376 and shared dispositive power over 59,643 shares. |
(5) | Information based on Schedule 13G filed with the SEC by the Invesco Group on February 4, 2014, reporting sole voting power over 2,192,369 shares and sole dispositive power over 2,261,084 shares. |
Fees Earned or | Option | All Other | |||||||||||||
Paid in Cash(1) | Stock Awards(2) | Awards(3) | Compensation(4) | Total | |||||||||||
Director | ($) | ($) | ($) | ($) | ($) | ||||||||||
David Aldrich | 60,000 | 114,992 | -- | 1,251 | 176,243 | ||||||||||
Lorne D. Bain | 65,000 | 114,992 | -- | 1,251 | 181,243 | ||||||||||
Lance C. Balk | 65,833 | 114,992 | -- | 10,664 | 191,489 | ||||||||||
Judy L. Brown | 65,000 | 114,992 | -- | 1,251 | 181,243 | ||||||||||
Bryan C. Cressey | 62,917 | 114,992 | -- | 1,251 | 179,160 | ||||||||||
Glenn Kalnasy | 65,000 | 114,992 | -- | - | 179,992 | ||||||||||
Mary S. McLeod | 60,000 | 114,992 | -- | 1,585 | 176,577 | ||||||||||
George Minnich | 43,333 | 180,617 | -- | - | 223,950 | ||||||||||
John M. Monter | 70,000 | 114,992 | -- | 7,086 | 192,078 | ||||||||||
Bernard G. Rethore | 75,000 | 114,992 | -- | 1,251 | 191,243 | ||||||||||
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Valued Belden Stockholders:
The Committee would like to thank Belden’s stockholders for another year of loyal support in 2013. For the second consecutive year, our Say-on-Pay proposal was supported by over 97% of the voted shares. This illustrates to us that: (1) the stockholders understand and support the Company’s strategy, (2) the stockholders believe in the management team and agree that the compensation structure is well aligned with Company strategy and (3) that there is an open line of communication between management and stockholders. Continuous engagement with the investment community is a top priority for Belden management and our Say-on-Pay support signals to us that management is executing well on this priority.
2013 was an important year of transition at Belden. The integration of two major 2012 acquisitions coupled with the transition to a new operating platform structure required strong leadership. The fact that the Company balanced these changes with strong execution in the marketplace is a testament to the team that John Stroup has assembled and the business systems they have put in place over the past eight years. The investment community’s endorsement of the strategy and performance are reflected in valuations not previously seen at Belden, and we strive to build upon the trust provided by current and prospective stockholders.
We understand, however, that successful times can test a compensation program as much as challenging times. We are acutely aware that as the equity prices increase, we need to ensure that our management remains properly engaged and motivated. We believe that the long term focus of incentive programs will be successful in motivating our leaders to drive even more value creation well into the future. We hope that after reviewing the materials that follow, you will continue to agree that we are doing our job of aligning pay with performance.
Therefore, we request your support for Belden’s Say-on-Pay proposal this year. If at any time you would like to discuss the compensation program, Belden management is available to address your questions. Thank you for your consideration.
The Belden Inc. Compensation Committee
| STEVEN W. BERGLUND | JOHN MONTER |
In this section, we discuss our compensation program as it pertains to our chief executive officer, our chief financial officer, and our three other most highly compensated executive officers who were serving at the end of 2010.2013. We refer to these five persons throughout as the “named executive officers” or our “NEOs.”
For 2010,2013, our named executive officers were:
John Stroup | ||
President and Chief Executive Officer | ||
Henk Derksen | Senior Vice President, Finance, and Chief Financial Officer | |
Kevin Bloomfield | Senior Vice President, Secretary and General Counsel | |
Christoph Gusenleitner | Executive Vice President, | |
Dhrupad Trivedi | Executive Vice President, | |
Belden Inc. 2014 Proxy Statement | ||
As noted by our Compensation Committee above, 2013 was an exciting year at Belden. 2012 closed with four second-half M&A transactions and plans to transition into a new reporting structure in 2013. The acquisitions of Miranda Technologies and PPC Broadband were integrated successfully and at the beginning of April we began reporting results as four global business platforms: Industrial Connectivity Solutions, Industrial IT Solutions, Enterprise Connectivity Solutions and Broadcast Solutions. Some financial highlights of the consolidated business included:
A total stockholder return for 2013 of 57.1%.
Over a 12% increase in revenues, both on a GAAP and an adjusted basis.
The distribution of over $100 million to stockholders in the form of dividends and our share repurchase program.
The Company’s 20102013 overall financial results and the individual performance of our NEOs are discussed underAnnual Cash Incentive Plan Awardsbeginning on page 21.27.
Some of the compensation-related highlights since our last proxy statement include:
The Company again employed two six-month periods for the establishment of performance targets under our annual cash incentive program (“ACIP”). This allowed management to set second half targets that kept our associates properly incentivized to deliver a solid close to the year.
• | Consistent with the transformation of the product portfolio, S&P reclassified the Company’s Global Industry Classification Standard (GICS®) code from the Capital Goods industry to the Technology Hardware & Equipment industry. |
Under this new GICS code, the Company’s three-year average equity award burn rate of 1.52% is far below the 5.49% burn rate cap established by Institutional Shareholder Services Inc. (“ISS”).
In thisour continual efforts to employ best practices, the Compensation Discussion and Analysis, you will seeCommittee implemented the following changes to the compensation program:
o | Performance stock units based on two performance measures instead of one; |
o | Starting in 2014, all equity award agreements will contain a double-trigger acceleration provision upon the occurrence of a change in control. Previously, award agreements contained a single trigger provision; and |
o | Also starting in 2014, the CEO’s ACIP opportunity will be capped at 200% of target. |
These new features enhanced a compensation program, which already had the following stockholder-friendly components:
No tax gross-ups on perquisites and no change-in-control-related excise tax gross-ups in employment agreements entered into in or after 2010.
Double trigger change-in-control severance provisions in employment agreements.
No history of option repricing or cash buyouts of underwater options.
Equity plans do not have evergreen share authorizations and do not allow for 2010:aggressive share recycling.
Robust director and officer ownership guidelines, including six times annual base salary for the Chief Executive Officer.
No guaranteed ACIP or LTIP awards for officers. Both plans also contain award caps.
Page 22 | ||
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IV. Compensation Objectives and Elements
Belden’s executive compensation program is designed to support the interests of stockholders by rewarding executives for achievement of the Company’s specific business objectives, which in 20102013 were net/operatingnet income from continuing operations, operating working capital/inventory turnsincome and organic growth.share capture. The overarching principles of the program are:
Maximizing stockholder value by allocating a significant percentage of compensation to performance-based pay that is dependent upon achievement of the Company’s performance goals, without encouraging excessive or unnecessary risk taking.
Aligning executives’ interests with stockholder interests by providing significant stock-based compensation and expecting executives to hold the stock they earn in compliance with our ownership guidelines.
Attracting and retaining talented executives by providing competitive compensation opportunities.
Rewarding overall corporate results while recognizing individual contributions.
Belden Inc. 2014 Proxy Statement | ||
Below is an illustration of Belden’s compensation program. Individual compensation packages and the mix of base salary, annual cash incentive opportunity and long-term equity incentive compensation for each NEO varies depending upon the executive’s level of responsibilities, potential, performance and tenure with the Company. Each of the elements shown below is designed for a specific purpose, with the overall goal of achieving a high and sustainable level of Company and individual performance. The percentage of total compensation that is performance-based and therefore at risk generally increases as an officer’s level of responsibilities increases. Approximately 83% of Mr. Stroup’s 2013 compensation was performance-based compensation, up from 73% for 2012. The chart below is not to scale for any particular named executive officer.
Additionally, the Company provides competitive retirement and benefit programs to our NEOs on the same basis as other employees and limited perquisites as described underCompensation Policies and Other Considerations.
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Our ability to execute on our strategic plan relies on implementation of our talent management program. We continually seek to hire and retain high performing and high potential managers to both drive performance today and build a dependable bench of successors for the future. This philosophy includes both compensating these managers well when we achieve our performance goals as well as placing large portions of management compensation at risk if the Company underperforms.
Role of Compensation Consultant
Following an analysis based on rules promulgated by the NYSE, the Compensation Committee has retained Deloitte Consulting LLP (“Deloitte”) as its independent compensation consultant. Deloitte reports directly to the Committee. The Committee generally relies on Deloitte to provide it with comparison group benchmarking data and information as to market practices and trends, and to provide advice on key Committee decisions.
In 2013, Deloitte provided advice to the Compensation Committee and management in connection with a proposed new long-term incentive compensation program, the composition of peer companies we use for benchmarking purposes, the design of our annual cash incentive and long-term incentive programs, and our executive employment agreements. For their compensation consulting in 2013, we paid Deloitte $178,084.
In 2013, our financial management engaged Deloitte to perform other services involving internal controls auditing, tax consulting and acquisition due diligence. For these non-compensation related services, we paid Deloitte $1,595,001. The Compensation Committee did not approve these charges prior to their incurrence, but considered them in connection with Deloitte’s retention for 2014. Given the nature and scope of these other services, the Compensation Committee does not believe this work had any impact on the independence of our independent consultant.
Benchmarking and Survey Data
In determining total compensation levels for our NEOs, the Compensation Committee reviews market trends in executive compensation and a competitive analysis prepared by Deloitte, Consulting LLP (“Deloitte”), which is derived from the most recent proxy data ofcompares our executive compensation to both the companies in the comparator group described below.below and to broader market survey data. The Committee also considers other available market survey data on executive compensation philosophy, strategy and design. The Company’s compensation philosophy is to target base salaries at the 50th percentile of the competitive market and total directmarket. As discussed above, at-risk incentive compensation (the items illustrated incomponents have the chart above)potential to reward our executives at levels above industry medians, but only when the 75th percentile ofCompany is outperforming the competitive market. For this purpose, equity awards are valued as of their grant date.
The Committee chose theour comparator group from companies in the primary industry segments in which the Company operates that had similar annual revenues and market capitalizations. Two companies previously in our comparator group, ADC Telecommunications, Inc. and CommScope, Inc. were acquired during 2010 and have therefore been removed from the group.
The comparator group companies arefor 2013 were as follows:
Acuity Brands, Inc. | ||||
JDS Uniphase Corporation | ||||
Amphenol Corporation | ||||
General Cable Corporation | Molex Incorporated | |||
Anixter International Inc. | Hexcel Corporation | Regal Beloit Corporation | ||
A.O. Smith Corporation | Hubbell Incorporated | Roper Industries, Inc. | ||
Carlisle Companies Incorporated | IDEX Corporation | Wesco International, Inc. |
Molex Incorporated was acquired at the end of 2013 and will not be in the comparator group for 2014.
ISS and Glass-Lewis now both independently develop and publish peer groups that they use to analyze our compensation. It is noteworthy that of the 15 companies in our comparator group, 13 were chosen by ISS, Glass-Lewis, or both, as appropriate peer companies. The Committee considers thisthe comparator group competitive pay analysis and survey data as a frame of reference and onesimply non-determinative data pointpoints in making its pay decisions. The approach to pay decisions areis not formulaic and the Committee, based on advice from Deloitte, exercises judgment in making them.
Belden Inc. 2014 Proxy Statement | Page 25 |
Each year, the Committee reviews the performance evaluations and pay recommendations for the named executive officers and the other senior executives. The Compensation Committee, with input from the Board, meets in executive session without the CEO present to review the CEO’s performance and set his compensation.
In its most recent review in March 2014, the Committee concluded that the total direct compensation of executive officers, with respect to compensation levels, as well as structure, remained consistent with our compensation design and objectives.
Salaries of executive officers are reviewed annually and at the time of a promotion or other change in responsibilities. Increases in salary are based on a review of the individual’s performance, the competitive market, the individual’s experience and internal equity. For executives who earn a composite individual performance score of 3 or more, base salaries may be adjusted using a merit salary increase matrix, discussed below. An executive who scores less than 3 and fails to improve his or her performance may be subject to disciplinary action, including dismissal.
The executive is scored on our merit salary increase matrix that is annually reviewed and, if appropriate, revised to reflect the competitive market based on the salary survey data noted above. The Committee reviews the merit budget and salary increase matrix. The executive’s salary is classified based on three categories: below market, market and above market. Company-wide, the ranking system is designed to take the form of a normal distribution, as follows:
1 – Least Effective – At least 5% of workforce
2 – Needs Improvement – At least 10% of workforce
3 – Effective-Consistently Meets Expectations – 50% to 70% of workforce
4 – Highly Valued – Combined with ‘5’, no more than 15% of workforce
5 – Exceptional – No more than 5% of workforce
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Current | 1 | 2 | 3 | 4 | ||||||||||||||||||||||||
Current | Salary as a % | Least | Needs | Highly | 5 | |||||||||||||||||||||||
Salary | of Midpoint | Effective | Improvement | Effective | Valued | Exceptional | ||||||||||||||||||||||
Above Market | 106-120% | 0 | % | 0 | % | 0-2 | % | 2-4 | % | 3-5 | % | |||||||||||||||||
Market | 95-105% | 0 | % | 0 | % | 0-3 | % | 4-6 | % | 6-8 | % | |||||||||||||||||
Below Market | 80-94% | 0 | % | 0 | % | 3-5 | % | 6-8 | % | 8-10 | % | |||||||||||||||||
Current Salary | Current Salary as a % of Midpoint | 1 Least | 2 Needs | 3 Effective | 4 Highly | 5 Exceptional | ||||||||||||||||||
Above Market | 106-120 | % | 0 | % | 0 | % | 0-2 | % | 2-4 | % | 3-5 | % | ||||||||||||
At Market | 95-105 | % | 0 | % | 0 | % | 0-3 | % | 4-6 | % | 6-8 | % | ||||||||||||
Below Market | 80-94 | % | 0 | % | 0 | % | 3-5 | % | 6-8 | % | 8-10 | % |
The timing and amount of any salary adjustment will be based on the executive’s annual overall performance ranking and whether the executive falls “below,” “at” or “above” market as compared to the applicable survey data noted above.
For example, an executive with an overall ranking of “5” who is “above market” will receive a lower salary increase than an executive with a ranking of “5” who is “below market”.
Page 26 | Belden Inc. 2014 Proxy Statement |
The named executive officers’ salaries and market scorings are provided in the following table (salaries(salary for Messrs.Mr. Gusenleitner and Kumra werewas converted from Euros to U.S. dollars based on the Oandaa one-year average exchange ratesrate ending on December 31, 2010)2013):
Name | ||||||
Annual Base Salary at | ||||||
Mr. Stroup | $ | |||||
Mr. | Derksen | $ | ||||
Mr. | Bloomfield | $ | ||||
Mr. | Gusenleitner | $ | ||||
Mr. | Trivedi | $ | ||||
360,400 |
B. Annual Cash Incentive Plan Awards
Executive officers participate in our annual cash incentive plan. Overall, we had 1,2981,580 employees participate in the plan’s 20102013 performance offering. Under the plan, participants earn cash awards based on the achievement of Company and individual performance goals. For 2010,2013, the amount paid under the plan to all participants was $15,570,640approximately $18.5 million or approximately 0.96%7% of adjusted net income before ACIP expense. This compares to approximately 7%, 8% and 12% in 2012, 2011 and 2010, revenue.
(Dollar amounts in thousands) | 2013 | 2012 | 2011 | 2010 | ||||
(Adjusted) Net Income | $165,139 | $128,630 | $114,345 | $84,605 | ||||
Tax effected ACIP Expense (assuming 30% rate) (a) | $12,984 | $9,909 | $10,084 | $11,032 | ||||
Adjusted Net Income Before ACIP Expense (b) | $178,123 | $138,539 | $124,429 | $95,637 | ||||
Reflected as a percentage (a divided by b) | 7.29% | 7.15% | 8.10% | 11.54% | ||||
Form 8-K in which adjusted net income is reconciled to GAAP net income | February 6, 2014 | February 7, 2013 | N/A | February 3, 2011 |
A participant’s award (other than the CEO) is computed using the following formula:
ACIP Award = Base Salary X Target Percentage X Financial Factor X Personal Performance Factor
In 2012, based on the fact that Mr. Stroup’s personal performance factor (“PPF”) had consistently been equal to or greater than 1.0, the Compensation Committee removed the component from the calculation of Mr. Stroup’s ACIP award. The Committee desired to avoid any perception that the PPF was simply serving as a second multiplier to Mr. Stroup’s award. Given his direct reporting relationship to the Board, the Committee is comfortable that Mr. Stroup is accountable without the need of the additional lever to adjust his ACIP award downward or upward.
Target Percentages
For 2013, each NEO’s Target Percentage is delineated in his respective employment agreement. For the full year of 2010, the NEOACIP Target Percentages were as follows: Mr. Stroup – 130%, Mr. Benoist – 85% and Messrs. Derksen, Bloomfield, Gusenleitner Kumra and SuggsTrivedi – 70%.
Financial Factors
As noted in the Executive Summary,stated above, performance targets for calculating the Financial FactorFactors were based on net/operatingnet income from continuing operations, operating working capital/inventory turnsincome and organic growth. Managementshare capture. In addition, as discussed further below, the performance stock units (“PSUs”) had performance targets based on operating income margin and free cash flow. In order to ensure that we are rewarding performance that drives stockholder value, these factors flow from and support the Board continuestrategic financial goals we communicate to believe that income from continuing operations is the financial metric most clearly aligned with the enhancement of stockholder value. Therefore, it is weighed heavily as a performance target. The Company’s implementation of Lean manufacturing techniques since the beginning of 2006 has been transformational to how Belden is viewed by customers, competitors andour investors. Thus, the resulting opportunities for continuous improvement in inventory and working capital turns make this an important measure and motivational
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Belden Inc. 2014 Proxy Statement | Page 27 |
The performance factors we use that make up the Financial Factor support our short- and long-range business objectives and strategy. We have selected multiple factors because we believe no one metric is sufficient to capture the performance we are seeking to achieve and any one metric in isolation may not promote appropriate management performance.
Because of the impending change in reporting structure at the beginning of the second quarter, the decision was made to measure all of the executive officers based on consolidated thresholds and targets for the first half of the year. For the second half, the officers with company-wide responsibilities (Messrs. Stroup, Derksen and Bloomfield) continued to be measured using consolidated metrics. As the leaders of the two industrial product platforms, Mr. Gusenleitner and Mr. Trivedi share a common sales force and target many of the same customers. Therefore, their compensation components were interlinked. Mr. Gusenleitner is compensated 25% based on consolidated performance, 50% based on his Industrial Connectivity platform and 25% based on Mr. Trivedi’s Industrial IT platform. Similarly, Mr. Trivedi is compensated 25% based on consolidated performance, 50%
Page 28 | Belden Inc. 2014 Proxy Statement |
based on his Industrial IT platform and 25% based on Mr. Gusenleitner’s Industrial Connectivity platform. The applicable factors and weighting percentages are set prior to each performance period as shown in the chart below.
In setting performance goals, we consider our annual and long-range business plans and factors such as our past variance to targeted performance, economic and industry conditions, and our industry performance. We set challenging, realistic goals that will motivate performance within the top quartile of our comparator group. We recognize that the metrics may need to change over time to reflect new priorities and, accordingly, review these performance metrics at the beginning of each performance period.
In the first half of 2013, thresholds and targets of the performance factors that make up the Financial Factor reflected our expectationswere set to challenge management to grow the company in a low growth environment. They were also set to account for the fact that the macroeconomic environment was improving.2013 would include a full year’s results from Miranda and PPC. The first half 2013 target for the consolidated net income from continuing operations component of the Financial Factor (annualized) was over 13%20% higher than the actual performance in 2012. Likewise, the annualized target for consolidated operating income was approximately 35% in excess of actual 2012 performance. The share capture targets were set at a level to achieve Similarly, the second half of 2009 and the second half target was over 15% higher than the first half target. The target for first half consolidated working capital turns was set 23.6% higher than the 2009 target and was enhanced by another one-half turn for the second half target. Organic growth targets were derived from the rates of growth necessary to place us in the top quartile of our comparator group. Similarly, the divisionalplatform level thresholds and targets were set at levels that, if achieved, would reflect noticeably improved performance.
Consistent with the terms of the annual cash incentive plan, the performance factors were adjusted to reflect certain unusual events that occurred during the year. These adjustments can result in either increases or decreases in performance factors and in 2013 primarily concerned discontinued operations,amortization of intangible assets, purchase accounting effects of acquisitions, asset impairment and restructuring of the Company’s operations, as well as some income tax adjustments. The Compensation Committee and the Audit Committee meet jointly to analyze and approve the adjustments recommended by management. The Committees believed it was appropriate to adjust the financial results for these matters to eliminate the potential for managers delaying strategic decisions beneficial to the Company in the long term (e.g., acquisitions and divestitures)restructuring) because of the impact of those decisions on short-term financial metrics.
For each individual performance factor, threshold and target amounts are set by the Compensation Committee. Actual performance at the threshold level is reflected with a Financial Factor score of 0.5 and actual performance at the target level is reflected with a Financial Factor score of 1.0, with performance between the two levels and above target scored on a linear basis. Actual performance below the threshold resultswould result in a component score
Belden Inc. 2014 Proxy Statement | Page 29 |
of 0 and failure to achieve threshold performance on the net income/operating income component would result in a Financial Factor score of 0.
The performance factor definitions, thresholds, targets and administrative expenses (“SG&A”), less interest expense, plus interest income, plus other income, less other expense, less tax expense, and less any loss from discontinued operations.
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First Half | Second Half | |||||||||||||||||||||||
Category | Threshold | Target | Actual | Score | Threshold | Target | Actual | Score | ||||||||||||||||
Consolidated Net Income from Continuing Operations ($) | 28,400 | 35,500 | 37,412 | 1.13 | 32,800 | 41,000 | 45,657 | 1.28 | ||||||||||||||||
Consolidated Organic Growth | 0.00% | 7.30% | 12.60% | 1.73 | 6.35% | 12.70% | 11.60% | 0.91 | ||||||||||||||||
Consolidated Operating Working Capital Turns | 6.0 | 6.8 | 7.8 | 1.63 | 7.8 | 8.3 | 8.3 | 1.00 | ||||||||||||||||
EMEA Operating Income (€) | 19,165 | 23,956 | 22,700 | 0.87 | 20,240 | 25,300 | 23,083 | 0.78 | ||||||||||||||||
EMEA Organic Growth | 0.00% | 6.80% | 14.50% | 2.00 | 4.95% | 9.90% | 18.30% | 1.85 | ||||||||||||||||
EMEA Operating Working Capital Turns | 4.5 | 5.6 | 5.1 | 0.77 | 5.0 | 5.5 | 6.0 | 1.50 | ||||||||||||||||
Asia Pacific Operating Income ($) | 14,400 | 18,000 | 17,731 | 0.96 | 18,800 | 23,500 | 22,722 | 0.92 | ||||||||||||||||
Asia Pacific Organic Growth | 0.00% | 18.80% | 32.80% | 1.74 | 12.05% | 24.10% | 0.90% | 0.00 | ||||||||||||||||
Asia Pacific Inventory Turnover | 12.7 | 14.1 | 15.1 | 1.36 | 14.6 | 15.1 | 14.1 | 0.00 | ||||||||||||||||
Americas Operating Income ($) | 61,280 | 76,600 | 77,193 | 1.02 | 64,800 | 81,000 | 77,568 | 0.89 | ||||||||||||||||
Americas Organic Growth | 0.00% | 8.00% | 8.60% | 1.08 | 6.15% | 12.30% | 14.10% | 1.15 | ||||||||||||||||
Americas Operating Working Capital Turns | 5.7 | 6.4 | 7.2 | 1.57 | 7.2 | 7.7 | 7.6 | 0.90 | ||||||||||||||||
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Messrs. Stroup and Benoist | ||||||||||||||||||
First Half | Second Half | |||||||||||||||||
Contribution to | Contribution to | |||||||||||||||||
Category | Score | Weighting | Financial Factor | Score | Weighting | Financial Factor | ||||||||||||
Consolidated Net Income from Continuing Operations | 1.13 | 80% | 0.90 | 1.28 | 70% | 0.90 | ||||||||||||
Consolidated Organic Growth | 1.73 | 5% | 0.09 | 0.91 | 10% | 0.09 | ||||||||||||
Consolidated Operating Working Capital Turns | 1.63 | 15% | 0.25 | 1.00 | 20% | 0.20 | ||||||||||||
Consolidated Financial Factors | 1.24 | 1.19 | ||||||||||||||||
Mr. Gusenleitner | ||||||||||||||||||
First Half | Second Half | |||||||||||||||||
Contribution to | Contribution to | |||||||||||||||||
Category | Score | Weighting | Financial Factor | Score | Weighting | Financial Factor | ||||||||||||
EMEA Operating Income | 0.87 | 35% | 0.30 | 0.78 | 35% | 0.27 | ||||||||||||
EMEA Organic Growth | 2.00 | 2.5% | 0.05 | 1.85 | 5% | 0.09 | ||||||||||||
EMEA Operating Working Capital Turns | 0.77 | 12.5% | 0.09 | 1.50 | 10% | 0.15 | ||||||||||||
Consolidated Financial Factor | 1.24 | 50% | 0.62 | 1.19 | 50% | 0.60 | ||||||||||||
EMEA Financial Factors | 1.06 | 1.11 | ||||||||||||||||
Mr. Kumra | ||||||||||||||||||
First Half | Second Half | |||||||||||||||||
Contribution to | Contribution to | |||||||||||||||||
Category | Score | Weighting | Financial Factor | Score | Weighting | Financial Factor | ||||||||||||
Asia Pacific Operating Income | 0.96 | 35% | 0.33 | 0.92 | 35% | 0.32 | ||||||||||||
Asia Pacific Organic Growth | 1.74 | 2.5% | 0.04 | 0.00 | 5% | 0.00 | ||||||||||||
Asia Pacific Inventory Turnover | 1.36 | 12.5% | 0.17 | 0.00 | 10% | 0.00 | ||||||||||||
Consolidated Financial Factor | 1.24 | 50% | 0.62 | 1.19 | 50% | 0.60 | ||||||||||||
Asia Pacific Financial Factors | 1.16 | 0.92 | ||||||||||||||||
Mr. Suggs | ||||||||||||||||||
First Half | Second Half | |||||||||||||||||
Contribution to | Contribution to | |||||||||||||||||
Category | Score | Weighting | Financial Factor | Score | Weighting | Financial Factor | ||||||||||||
Americas Operating Income | 1.02 | 35% | 0.36 | 0.89 | 35% | 0.31 | ||||||||||||
Americas Organic Growth | 1.08 | 2.5% | 0.03 | 1.15 | 5% | 0.06 | ||||||||||||
Americas Operating Working Capital Turns | 1.57 | 12.5% | 0.19 | 0.90 | 10% | 0.09 | ||||||||||||
Consolidated Financial Factor | 1.24 | 50% | 0.62 | 1.19 | 50% | 0.60 | ||||||||||||
Americas Financial Factors | 1.20 | 1.06 | ||||||||||||||||
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Named Executive Officer | First-Half Financial Factor | Second-Half Financial Factor | ||
Mr. Stroup | 1.06 | 1.10 | ||
Mr. Derksen | 1.06 | 1.10 | ||
Mr. Bloomfield | 1.06 | 1.10 | ||
Mr. Gusenleitner | 1.06 | 0.95 | ||
Mr. Trivedi | 1.06 | 0.84 |
Each named executive officer other than Mr. Stroup establishes annual personal performance objectives. InAs discussed above, the caseCommittee feels that the consolidated Financial Factor is the best reflection of Mr. Stroup, the objectives are agreed upon between him and the independent directors; in the case of the remaining NEOs, theStroup’s personal performance. The other NEO’s objectives are agreed upon between the NEO and Mr. Stroup. At the end of the year, the parties measure progress relative to the objectives. The Compensation Committee, with respect to Mr. Stroup and Mr. Stroup, with respect to the other NEOs, scores each NEO on a scale of 0.5 to 1.5, (0.8 to 1.2 in the case of Mr. Stroup), which we refer to as the NEO’s Personal Performance Factor (“PPF”).
The personal performance goals reflected in the Personal Performance Factor measure the attainment of short- and long-term goals that often are in furtherance of achieving objectives set out in our three-year strategic plan. Personal performance goals can be qualitative in nature and the determination of the NEO’s degree of attainment of them generally requires the judgment of the evaluation supervisor (i.e., the independent directors with respect to Mr. Stroup and Mr. Stroup with respect to the other NEOs).
As a general rule, the higher in the organizational structure that one sits, the more global in scope are his or her personal objectives. Mr. Stroup, as CEO, focused his objectives on key improvement priorities for the Company in the areas of organic growth, talent management and investor relations. Mr. Benoist,Derksen, as the CFO, also had objectives in the areas of talent management and investor relations, but also focused other objectives on areas specific to the finance function, e.g., liquidity, accounting, tax and information technology.capital structure. As the chief legal officer, Mr. Bloomfield had objectives relating to legal compliance areas, such as insider trading and conflict minerals, as well as providing legal support to the finance function in its capital structure endeavors. As the EVPs of two of Belden’s three geographical segments,product platforms, the objectives of Messrs. Gusentleitner, KumraGusenleitner and SuggsTrivedi were supportive of the Company’s global goals, but focused within their respective business units. TheTheir objectives of all three EVPs related to the areas of organic growth,market share expansion (including in emerging markets), talent management and Lean manufacturingthe institution of the Belden Market Delivery System in their respective business units.
The 20102013 Personal Performance Factors for the NEOs as recommended by Mr. Stroup and approved by the Committee ranged from 0.911.00 to 1.20.
Page 30 | Belden Inc. 2014 Proxy Statement |
Annual Cash Incentive Plan Payouts
Based on the preceding discussion, each NEO’s annual cash incentive plan award is as shown in the table below. The total of the first half and second half awards were as follows:
NEO | First Half Award | Second Half Award | Full Year Total | % of Target | ||||||||||||||||
John Stroup | $ | 677,040 | $ | 649,740 | $ | 1,326,780 | 146 | % | ||||||||||||
Gray Benoist | $ | 227,980 | $ | 218,790 | $ | 446,770 | 128 | % | ||||||||||||
Christoph Gusenleitner(1) | $ | 69,830 | (2) | $ | 146,250 | $ | 216,080 | 86 | % | |||||||||||
Naresh Kumra(3) | $ | 141,760 | $ | 112,430 | $ | 254,190 | 95 | % | ||||||||||||
Denis Suggs | $ | 226,800 | $ | 200,340 | $ | 427,140 | 136 | % | ||||||||||||
NEO | First-Half ACIP Award | Second-Half ACIP Award | Total ACIP Award(1) | Percentage of Target | ||||||||||||
John Stroup | $ | 585,650 | $ | 607,750 | $ | 1,193,400 | 108.0 | % | ||||||||
Henk Derksen | $ | 196,333 | $ | 203,742 | $ | 400,080 | 129.6 | % | ||||||||
Kevin Bloomfield | $ | 142,606 | $ | 147,988 | $ | 290,590 | 113.4 | % | ||||||||
Christoph Gusenleitner(2) | $ | 146,756 | $ | 131,526 | $ | 278,288 | 100.5 | % | ||||||||
Dhrupad Trivedi | $ | 133,708 | $ | 105,958 | $ | 239,670 | 95.0 | % |
(1) | For administrative convenience, the final payouts are rounded to the nearest ten dollar amount. Mr. Gusenleitner’s award was rounded to the nearest ten euro amount. |
(2) | Mr. Gusenleitner’s ACIP payout is made in Euros. The information was converted to U.S. dollars based on | |
C. Performance-Based Equity Awards
Our long-term equity incentive plan is designed to align the financial interests of our executives and our stockholders by providing executives with a continuing stake in the long-term success of the company. In addition, withWith grants of SARs that have value only if Belden’s stock price increases and PSUs that only convert into RSUs if certain threshold performance is achieved, the plan emphasizespay-for-performance. Pay-for-Performance. For 2010,2013, executive officers received 75%50% of their LTI Valueaward (discussed below) under the plan in the form of SARs and the other 25%50% in the form of performance-based RSUs. In order to amplify the retention benefit of the RSUs, the decision was made to issue each eligible participant a three-year grant of RSUs with a five-year total vesting period, rather than a more typical three-year vesting period. The SARs were granted in February 2010 at the closing price of Belden stock on the grant date and one-third of the SARs vest on each of the first three anniversaries
29
LTI Value
We use the following matrix to determine the LTI as a percentage of base salary for each officer. officer:
PPF | 0.85 – 1.15 | 1.16 – 1.50 | ||
Percentage of Target LTI | 70% – 120% | 100% – 190% |
An officer did not receive an equity award in 20102013 if his or her 20092012 Personal Performance Factor was less than 0.85. Mr. Stroup’s LTI for 2010 was based on his employment agreement. His agreement provides that, for 2009 and 2010, he will receive equity awards havingStroup does not have a grant date value of not less than $2.5 million per year. Mr. Benoist has a Targettarget LTI percentage or a Personal Performance Factor. At its March 2013 meeting, the Compensation Committee awarded Mr. Stroup LTI valued at approximately $2.75 million, or approximately 325% of 200%base salary. Messrs. Derksen, Bloomfield, Gusenleitner and Messrs. Gusenleitner, Kumra and SuggsTrivedi each have a Target LTI percentage of 120%.
To illustrate the LTI value matrix, assume a base salary of $200,000 and a Target LTI percentage of 50%. The Target LTI is $100,000. Assuming the officer’s PPF is 1.0, he or she would receive equity valued between $70,000 and $120,000. If the same officer’s PPF is 1.16,1.20, he or she would receive equity valued between $130,000$100,000 and $190,000. The exact amount granted within the range for each individual is at the discretion of the individual’s immediate supervisor.
Belden Inc. 2014 Proxy Statement | Page 31 |
For 2013, the NEOs received 50% of their LTI Award in the form of SARs and 50% in the form of performance stock units. We useduse the Black-Scholes-Merton (“Black-Scholes”) option pricing formula to calculate SAR values andvalues. Instead of using the grant date stock price as the input in the Black-Scholes formula, we use a one-year average price of the stock (the “Average Belden Stock Price”). That same price is utilized to determine the number of RSUs granted was based on a one-year averagePSUs granted. In summary, the LTI Award is allocated into the number of Belden’s stock price ending onunits resulting from the date of grant. Additionally, we apply a 75% discounting factor to the RSU award amount to calibrate the impact on dilution of our full-value awards versus our SARs. The intended grant date value is then allocated as follows:
SARs = (LTI Value – (25%50% of Targetthe LTI Value))Award divided by the Black-Scholes value of a Belden SAR.
PSUs = (25% X Target50% of the LTI Value X 75% Discounting Factor)Award divided by the one-year averageAverage Belden stock price ending on February 22, 2010. This result was then multiplied by threeStock Price, rounded to account for the three-year grant.
The SARs provide a material incentive tofor executives to obtain a significant stock ownership stake in the Company, but only ifincrease the Company’s share price increases during their ten-year term, and they serve as a retention tool because they take three years to fully vest. The RSUs have valuePSUs drive performance against targets during the grant year and then support retention during the subsequent two-year vesting period.
The PSU agreements state that following a one-year performance period, a conversion factor ranging from 0 to 2.0 will be applied. The result of that formula, rounded to the holder only if targeted financialnearest whole unit, is the number of RSUs the officer receives. The RSUs to be received in 2014 based on 2013 performance, goal is achieved during their performance measurement periodwill vest equally in 2015 and if the employee remains employed by the Company during the vesting period.
At its February 2010March 2013 meeting, the Compensation Committee approved equity award grants in the form of 775,183311,378 SARs, 160,767 PSUs and 384,55476,824 RSUs to over 280 employees. In addition, the Committee approved the conversion of the 2009 second half performance share units (“PSUs”) at a conversion rate of 1.5 RSUs per PSU based on the Company’s achievement of maximum financial performance. The conversion of the second half PSUs led to the issuance of 229,950 RSUs. As discussed in last year’s proxy statement, performance in the first half of 2009 led to the cancellation of the 2009 first half PSUs. Mr. Gusenleitner joined the Company on April 1, 2010 and received grants of SARs and RSUs comparable to what he would have received had he been employed at the time of the February 2010 Compensation Committee meeting. On the third anniversary of his employment, as a retention tool, the Committee awarded Mr. Suggs an additional grant of SARs and RSUs. See theGrants of Plan-Based Awardstable for further details. The table below shows the total 20102013 grants of SARs and RSUs to the named executive officers.
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RSUs(3) | ||||||||||||||||||||
For the 2009 PSU | ||||||||||||||||||||
NEO | SARs(1) | 2010 Performance RSUs(2) | Performance Periods | |||||||||||||||||
Mr. Stroup | 157,653 | 71,264 | 66,150 | |||||||||||||||||
Mr. Benoist | 50,449 | 22,804 | 20,250 | |||||||||||||||||
Mr. Gusenleitner | 25,503 | 11,595 | N/A | |||||||||||||||||
Mr. Kumra | 41,494 | 12,143 | 15,000 | |||||||||||||||||
Mr. Suggs | 59,144 | 20,273 | 11,625 | |||||||||||||||||
NEO | SARs(1) | PSUs | ||||
Mr. Stroup | 74,147 | 36,228 | ||||
Mr. Derksen | 15,234 | 7,443 | ||||
Mr. Bloomfield | 10,785 | 5,270 | ||||
Mr. Gusenleitner | 12,403 | 6,060 | ||||
Mr. Trivedi | 12,133 | 5,928 |
(1) | The Committee granted the listed SARs to | |
Following is a table illustrating the thresholds, targets and actual performance for the two PSU financial factors, consolidated operating income margin and consolidated free cash flow (dollar amounts in thousands):
Factor | Weighting | Threshold | Target | Actual | Factor | |||||||||||||||
Consolidated operating income margin | 50 | % | 13.0 | % | 14.0 | % | 13.8 | % | 0.90 | |||||||||||
Consolidated free cash flow | 50 | % | $ | 151,360 | $ | 189,200 | $ | 199,369 | 1.14 | |||||||||||
PSU Conversion Factor |
| 1.02 |
Consolidated operating income margin is the quotient of our adjusted operating income divided by our adjusted revenues. Free cash flow is defined as net cash provided by operating activities adjusted for acquisition and divestiture transaction costs, capital expenditures net of the proceeds from the disposal of tangible assets, non-recurring payments related to divestitures, and non-recurring tax payments related to the settlement of a tax sharing agreement. For a reconciliation of each of these non-GAAP financial measures to GAAP financial measures, please see our Current Report on Form 8-K filed with the SEC on February 6, 2014.
Based on the PSU Conversion Factor of Compensation Consultant
VI. Compensation Policies and trends, and to provide advice on key Committee decisions.
Stock Ownership Guidelines
To align their interests with those of the Company’s stockholders, Company officers who are required to report their holdings of Belden stock to the Securities and Exchange Commission must hold stock whose value is at least three times their annual base salary (five(six times in the case of Mr. Stroup). Officers have five years from May 2005 (the date the guidelines were implemented or, if later, five years from becoming an officer) to acquire the appropriate shareholdings. In addition, officers must make interim progress toward the ownership requirement during the five year period – period—20% after one year, 40% after two years, 60% after three years and 80% after four years. For purposes of determining ownership, unvested RSUs and the value of vested but unexercised,in-the-money options and SARs are included. For calculation purposes, the Company will use the higher of the current trading price or the acquisition price. As of March 23, 2011April 4, 2014 (our record date for the annual meeting), each of the named executive officers either met his interim or five-year stock ownership guideline. In accordance with Company policy, an
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RegulatoryTax and Accounting Considerations
Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the Company’s CEO or any of the Company’s other NEOs, other than the Chief Financial Officer, who are employed as of the end of the fiscal year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance based” compensation (i.e., compensation paid only if performance meets pre-established objective goals based on performance criteria approved by stockholders). The Company’s incentive compensation plans are designed to qualify under Internal Revenue Code Section 162(m) to ensure tax deductibility. However, the Committee retains the flexibility to design and administer compensation programs that are in the best interests of Belden and its stockholders.
Annual bonuses for our named executive officersNamed Executive Officers are discretionary,unguaranteed, subject to maximum bonus amounts based on the achievement of the Section 162(m) performance objectives established by the Committee annually. These objectives are selected by the Committee from among the performance objectives in the annual incentive plan but are not communicated to participants as individual performance targets. The Committee may exercise “negative discretion” to reduce the award based on an assessment of Company and individual performance. For 20102013 the Committee awarded less than the maximum amount. We have also adopted amendments toAlso, our compensation plans to comply with the requirements of Internal Revenue Code Section 409A, which requires that nonqualified deferred compensation arrangements must meet specific requirements.
In accordance with FASB ASC Topic 718, for financial statement purposes, we expense all equity-based awards over the period earned based upon their estimated fair value at grant date. FASB ASC Topic 718 has not resulted in any significant changes in our compensation program design.
Executive Compensation Recovery
In accordance with the Sarbanes-Oxley Act of 2002, Mr. Stroup, as CEO, and Mr. Benoist,Derksen, as CFO, must forfeit certain bonuses and profits if the Company is required to restate its financial statements as a result of misconduct. In addition, if the Board of Directors determines that any other executive officer has engaged in fraudulent or intentional misconduct that results in the Company restating its financial statements because of a material inaccuracy, the Company, as permitted by law, will seek to recover any cash incentive compensation or other equity-based compensation (including proceeds from the exercise of a stock option or SAR) received by the
Belden Inc. 2014 Proxy Statement | Page 33 |
officer from the Company during the12-month period following the first public issuance or filing with the SEC of the financial statement required to be restated. The Company will reconsiderrevisit its clawback policies once the SEC issues final rules implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).
Insider Trading; Hedging and Pledging of Company Stock
Company policy requires executive officers and directors to consult the Company’s legal department prior to engaging in transactions involving Belden stock. In order to protect the Company from exposure under insider trading policy,laws, executive officers and directors are encouraged to enter into pre-programmed trading plans under Exchange Act Rule 10b5-1. The Company will not approve hedging or monetization transactions including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities. Executive officers and directors are prohibited from utilizing margin accounts to engage in transactions in Belden stock.stock and from pledging Belden stock for any purpose. The Company will reconsiderrevisit its trading policies once the SEC issues final rules implementing the Dodd-Frank Act.
Equity Compensation Grant Practices
The Committee approves all grants of equity compensation, including stock appreciation rights, performance stock units and restricted stock units, to executive officers of the Company, as defined in Section 16 of the Exchange Act. All elements of executive officer compensation are reviewed by the Committee annually at its FebruaryFebruary/March meeting. Generally, the Company’s awards of stock appreciation rights, andperformance stock units and/or restricted stock units are made at that meeting, but may be made at other meetings of the Committee. The Committee meeting date, or the next business day if the meeting falls on a non-business day, is the grant date for stock appreciation rights and restricted stock unit awards. The Company may also make awards in connection with acquisitions or promotions, or for retention purposes. Under the Company’s equity
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Employment Agreements: Severance, Termination and Retirement
The Company has an employment agreement with each of the named executive officers. We believe that our agreements are essential in attracting and retaining the desired executive talent in a competitive market. In addition, the agreements benefit the Company by providing for the upfront agreement of each executive on certain important provisions, including post-termination covenants and an agreement to provide a full release of claims against the Company. These agreements address key provisions of the employment relationship, including payment of severance benefits upon a termination of employment before and after a change of control of the Company. Beginning in 2010, new executive employment agreements no longer contain agross-up to compensate the executives for an Internal Revenue Code Section 280G excise tax. Instead the executives will be given the option of either (a) collecting their full severance and paying the excise tax themselves with no assistance from the Company or (b) reducing the severance payments to an amount that prevents the excise tax from being imposed. Information regarding benefits under these agreements is provided following this Compensation Discussion and Analysis under the headingPotential Payments upon Termination or Change of Control.
Aircraft Leasing
The Company owns and from time to time leases corporate aircraft as needed to provide flexibility to executive officers and other associates for business use and to allow more efficient use of executive time for Company matters. It is Company policy that corporate aircraft shall be used for business purposes only. The Nominating and Corporate Governance Committee reviews management’s use of corporate aircraft throughout the year to confirm management’s compliancethat it is consistent with the policy.
Page 34 | Belden Inc. 2014 Proxy Statement |
Benefits and Perquisites
The named executive officers receive retirement and health care benefits on a consistent basis with other Belden employees. As described inPension BenefitsandNonqualified Deferred Compensation, excess defined benefit and defined contribution plans are offered to eligible U.S. employees. We provide anon-U.S. cash balance retirement plan for Mr. Kumra and contribute to a private German pension account for Mr. Gusenleitner. In order to attract and maintain talented officers, we have provided certain other compensation to our NEOs. This includes commuting costs for Mr. Benoist,the use of an automobile for Mr. Gusenleitner and a cost of living adjustmentGusenleitner. It is our policy to not provide tax gross-ups for Mr. Kumra. Certain other minimalany perquisites are provided to the NEOs as described in footnote 6 to theSummary Compensation Tablebelow. Beginning in 2010, taxexecutive officers.
gross-ups will not be provided in connection with certain nominal reimbursement perquisites, e.g., tax preparation costs, club dues and commuting costs.
The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis section of this proxy statement. Based on such review and discussion, the Committee recommended to the Board of Belden that the Compensation Discussion and Analysis be included in the proxy statement.
Compensation Committee
Glenn Kalnasy (Chair)
David Aldrich
Steven W. Berglund
John Monter
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We consider the variable,pay-for-performance components of our compensation programs to assess the level of risk-taking these elements may create. The variable components of our compensation programs offered to management (including our executives) are our annual cash incentive plan and performance-based equity awards program. We believe the way we select and set performance goals and targets with multiple levels of performance; useusing gradually-sloped payout curves that do not provide large payouts for small incremental improvements; and confirmconfirming the achievement of performance before issuing the awards, all reduce the potential for management’s excessive risk-taking or poor judgment. Consistent with sound risk management, we limit the annual cash incentive award by capping the financial factor component at two times the target (unless approved by our Compensation Committee) andas well as capping the awards themselves at the lesser of three times target or $5 million. The long-term incentive tois limited through the use of a fixed percentage of the participant’s base salary. In addition, we require that executive officers adhere to stock ownership guidelines to promote a long-term focus.
We also consider our variable compensation programs offered to other associates. These are primarily incentive programs offered to sales and marketing associates. We believe the way we administer these programs reducereduces the potential of their causing a material adverse impact on the Company through excessive risk-taking. We have customer contract practices with respect to operating margins, customer creditworthiness, and channel management that are designed to reduce poor judgment in connection with entering into sales contracts having unreasonable terms. Sales targets are not designed to provide large payouts that are either based on small incremental improvement or overly aggressive goals that could induce excessive risk-taking by the salesperson. These programs are monitored throughout the performance period to ensure they are being properly administered.
Starting on the next page are the following compensation tables: Summary Compensation Table; Grants of Plan-Based Awards; Outstanding Equity Awards at Fiscal Year-End; Option Exercises and Stock Vested; Nonqualified Deferred Compensation; and Potential Payments Upon Termination or Change-in-Control. Name and Principal (a) Year (b) Salary(1) ($) (c) Bonus(2) ($) (d) Stock ($) (e) Option ($) (f) Non-Equity sation(5) ($) (g) Change in Pension Deferred ($) (h) All Other ($) (i) Total ($) (j) John Stroup President and Chief Executive Officer 2012 2011 800,000 775,000 - - - - 2,555,842 2,476,127 915,200 1,050,000 353,770 317,882 100,650 111,168 4,725,462 4,730,177 Henk Derksen Senior Vice President, Finance, and Chief Financial Officer 2012 415,000 - 39,432 485,532 307,880 66,278 29,206 1,343,328 Kevin Bloomfield Senior Vice President, Secretary and General Counsel Christoph Gusenleitner Executive Vice President, Industrial Connectivity Solutions 2012 2011 362,113 383,164 - 139,130 - - 441,304 339,072 241,306 289,112 - - 76,780 64,534 1,121,503 1,215,012 Dhrupad Trivedi Executive Vice President, Industrial IT Solutions Each amount listed in column (e) represents the grant date fair value of performance share units (“PSUs”) based on the assumption that the Company would meet its performance goals at the target level, resulting in one restricted stock unit (“RSU”) being issued to the officer for each PSU. In 2013 John Stroup Henk Derksen Kevin Bloomfield Christoph Gusenleitner(b) Dhrupad Trivedi John Stroup Kevin Bloomfield Equity (#) Equity # John Stroup Henk Derksen Kevin Bloomfield Dhrupad Trivedi OPTION EXERCISES AND STOCK VESTED Number of Shares (#) Value Realized on ($) Number of Shares (#) Value Realized on Vesting(1) ($) John Stroup Henk Derksen Christoph Gusenleitner Dhrupad Trivedi 01/02/2013 02/13/2013 05/16/2013 08/19/2013 08/20/2013 08/21/2013 08/22/2013 Mr. Stroup also exercised the following SARs and sold the resulting shares pursuant to his 10b5-1 plan: 05/16/2013 08/19/2013 08/19/2013 09/06/2013 09/06/2013 09/19/2013 09/19/2013 02/11/2013 08/09/2013 09/13/2013 09/13/2013 04/16/2013 05/03/2013 Number of Years (#) Present Value of ($) Payments During ($) John Stroup Henk Derksen Kevin Bloomfield Christoph Gusenleitner Dhrupad Trivedi NONQUALIFIED DEFERRED COMPENSATION(1) Executive ($) Registrant ($) Aggregate Earnings ($) John Stroup Henk Derksen Kevin Bloomfield Christoph Gusenleitner Dhrupad Trivedi The Company has written agreements with each of the named executive officers. The Compensation Committee (with the assistance of Deloitte and management) reviewed the key provisions of the executive employment agreements to ensure they were competitive, based on peer group and market survey data. John Stroup.Mr. Stroup entered into an employment agreement with the Company, effective October 31, 2005, and it was amended and restated in 2008. The amended agreement Kevin Bloomfield. Mr. Bloomfield entered into an employment agreement with the Company, effective July 15, 2007, and it was amended and restated in 2008. The agreement’s initial term was for three years and it automatically renews for additional one-year terms if not terminated by either party. It is subject to earlier termination based on disability, death, termination by the Company, with or without cause, and before or after a change in control of the Company. Mr. Bloomfield’s annual base salary of $366,080 is subject to annual review. Mr. Bloomfield is entitled to participate in the Company’s long-term incentive plan, annual cash incentive plan and all other employment benefit plans available to senior executives. His target annual cash incentive award is 70% of his base salary. Amounts payable in the event of his separation of employment are noted below under“Potential Payments upon Termination or Change in Control.” Christoph Gusenleitner. Mr. Gusenleitner entered into an employment agreement with the Company, effective April 1, 2010. The agreement can be terminated by the Company on six months prior benefit plans available to senior executives. His target annual cash incentive award is 70% of his base salary. Amounts payable in the event of his separation of employment are noted below under“Potential Payments upon Termination or Change in Control.” The following discussion does not pertain to Mr. Gusenleitner, who, except in the case of a termination for cause, is entitled to remuneration through the effective termination date of his employment Termination not for cause Pursuant to the employment agreements, in the event a named executive officer is terminated without “cause,” as defined below, the executive will be entitled to receive: severance payments equal to the sum of the officer’s current base salary plus his annual target bonus (multiplied by 1.5 in the case of Mr. Stroup), payable in equal semi-monthly installments over a twelve-month period (eighteen months in the case of Mr. Stroup); any unpaid bonus earned with respect to any fiscal year ending on or prior to the date of termination; and continued participation in the Company’s medical and dental plans for twelve months (eighteen months for Mr. Stroup). Pursuant to the employment agreements, “cause” is defined to include the officer’s: willful and continued failure to perform his duties following appropriate opportunities to cure the deficiencies; conviction of a felony or any crime involving moral turpitude; lack of authority to enter the employment agreement without violating another agreement to which officer was a party; and gross misconduct in the performance of his employment duties. Termination not for cause by the Company or for good reason by the officer after a change in control Each employment agreement provides that if, within two years following a “change in control,” as defined below, the officer is terminated without cause or resigns for “good reason,” the officer will be entitled to receive: severance payments equal to the sum of the officer’s current base salary plus his annual target bonus multiplied by two, payable in equal semi-monthly installments over a24-month period; any unpaid bonus earned with respect to any fiscal year ending on or prior to the date of termination; unvested equity awards vest upon the “change in control”; continued participation in the Company’s medical and dental plans for 24 months; and if necessary, agross-up payment to cover the officer’s excise tax liability under IRC Section 280G where the present value of his payments is more than 110% of the threshold at which such amounts become an excess parachute payment under IRC Section 280G. Starting in 2010, thisgross-up feature Death/Disability The Company provides long-term disability coverage and life insurance coverage for the executive officers on terms consistent with and generally available to all salaried employees. Upon the officer’s death or disability, the officer, or the officer’s heirs will be entitled to receive: any unpaid bonus earned with respect to any fiscal year ending on or prior to the date of termination; and unvested equity awards vest immediately. Retirement Under the Company’s equity plans, an employee who has reached the age of 55 can voluntarily retire from the Company with the result that all unvested equity awards that were granted at least one year prior to the retirement date (longer for portions of certain multi-year grants) shall immediately vest in full and any options or stock appreciation rights are eligible for exercise for the shorter of three years or the original term of the award. Estimate of Payments The estimated payments owed to each officer upon the various termination events are based on the following assumptionsand/or exclusions: it is assumed that each triggering event occurred on December 31, the payments do not include any amounts earned and owed to the officer as of the termination date, such as salary earned to date, unreimbursed expenses or benefits generally available to all employees of the Company on a non-discriminatory basis (the the payments include only additional benefits that result from termination and do not include any amounts or benefits earned, vested, accrued or owing under any plan. See“Outstanding Equity Awards at Fiscal Year-End”, “Pension Benefits”and in performing calculations for determining whether a Section 280Ggross-up payment was applicable, no reductions were made to the hypothetical severance amounts to allocate amounts as reasonable compensation or to a non-competition agreement. The values placed on the acceleration of previously unvested equity awards were consistent with the regulations set out under Section 280G and the methodology was consistent with our standard practices for determining fair value of equity awards for our financial statements. Section 280G is not applicable to John Stroup Termination not for cause not in connection with a change in control Termination not for cause by the Company or for good reason by the officer after a change in control Death/Disability Retirement Henk Derksen Termination not for cause not in connection with a change in control Termination not for cause by the Company or for good reason by the officer after a change in control Death/Disability Retirement Kevin Bloomfield Termination not for cause not in connection with a change in control Termination not for cause by the Company or for good reason by the officer after a change in control Death/Disability Retirement Christoph Gusenleitner1 Termination not for cause not in connection with a change in control Termination not for cause by the Company or for good reason by the officer after a change in control Death/Disability Retirement Dhrupad Trivedi Termination not for cause not in connection with a change in control Termination not for cause by the Company or for good reason by the officer after a change in control Death/Disability Retirement The Dodd-Frank Act requires that we include in this proxy statement a non-binding stockholder vote on our executive compensation as described in this proxy statement (commonly referred to as We encourage stockholders to review the Compensation Discussion and Analysis on pages TheSay-on-Pay resolution discussed below gives stockholders the opportunity to endorse or not endorse the compensation that we pay to our named executive officers by voting to approve or not approve such compensation as described in this proxy statement. The Board strongly endorses the Company’s executive compensation program and recommends that the stockholders vote in favor of the following resolution: RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 ofRegulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED. Because the vote is advisory, it will not be binding upon the Board or the Compensation Committee and neither the Board nor the Compensation Committee will be required to take any action as a result of the outcome of the vote on this proposal. The Compensation Committee will carefully consider the outcome of the vote when considering future executive compensation arrangements. THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. The Company knows of no other matters that will be brought before the annual meeting. If other matters are introduced, the persons named in the proxy as the proxy holders will vote on such matters in their discretion. You may submit proposals for consideration at future stockholder meetings, including director nominations. Stockholder Proposals: To be included in the Company’s proxy statement and form of proxy for the 2015 annual meeting, a stockholder proposal must, in addition to satisfying the other requirements of the Company’s bylaws and the SEC’s rules and regulations, be received at the Company’s principal executive offices by December 16, 2014. If you want the Company to consider a proposal at the 2015 annual meeting that will not be included in the Company’s proxy statement, among other things, the Company’s bylaws require that you notify our Board of your proposal no earlier than January 29, 2015 and no later than February 28, 2015. Nomination of Director Candidates:The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders if such nominations are submitted to the Company prior to the deadline for proposals to be included in future proxy statements as noted in the above paragraph. To have a candidate considered by the Committee, a stockholder must submit the recommendation in writing and must include the following information: The name of the stockholder and evidence of the person’s ownership of Company stock, including the number of shares owned (whether direct ownership or derivative ownership) and the length of time of ownership; and The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of Belden, In considering candidates submitted by stockholders, the Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. The Committee believes that the minimum qualifications for serving as The Committee will identify potential nominees by asking current directors and executive officers to Once a person has been identified by the Committee as a potential candidate, the Committee may collect and review publicly available information regarding the person to assess whether the person should be The performance factors applicable to the NEOs, along with the respective threshold, target and actual performance levels and the respective financial factor scores, are illustrated below (income numbers are shown in thousands): Consolidated Net Income from Continuing Operations ($) Consolidated Operating Income from Continuing Ops. ($) Consolidated Share Capture Consolidated Net Income from Continuing Operations ($) Consolidated Operating Income from Continuing Ops. ($) Consolidated Share Capture Industrial Connectivity Operating Income ($) Industrial Connectivity Share Capture Industrial IT Operating Income ($) Industrial IT Share Capture Performance Factor Definitions “Net Income from Continuing Operations” is consolidated revenues, less cost of sales, less selling, general and administrative expenses (“SG&A”), less interest expense, plus interest income, plus other income, less other expense, less tax expense, and less any loss from discontinued operations. “Operating Income” is revenues, less cost of sales, less SG&A expenses, whether on a consolidated basis or “Share Capture” is the Below is a Consolidated Net Income from Continuing Operations Consolidated Operating Income from Continuing Ops. Consolidated Share Capture Consolidated Financial Factor Consolidated Net Income from Continuing Operations Consolidated Operating Income from Continuing Ops. Consolidated Share Capture Consolidated Financial Factor Industrial Connectivity Operating Income Industrial Connectivity Share Capture Industrial IT Financial Factor Consolidated Financial Factor EMEA Financial Factor Industrial IT Operating Income Industrial IT Share Capture Industrial Connectivity Financial Factor Consolidated Financial Factor Americas Financial Factor Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. 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Brown 05 Bryan C. Cressey 06 The Board of Directors recommends you vote FOR proposals 2 and 3. 2 To ratify the ¨ ¨ ¨ 3 Advisory vote ¨ ¨ ¨ NOTE: In their discretion, proxies are authorized to transact and vote Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 JOB # SHARES CUSIP # SEQUENCE # Signature [PLEASE SIGN WITHIN BOX] Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The NOTICE AND PROXY STATEMENT, ANNUAL REPORT is/are available atwww.proxyvote.com. BELDEN INC. MAY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder of Belden Inc. appoints Kevin L. Bloomfield, Signing and dating this proxy card will have the effect of revoking any proxy card that you signed on an earlier date, and will constitute a revocation of all previously granted authority to vote for every proposal included on any proxy card. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO CHOICE IS SPECIFIED AND THE PROXY IS SIGNED AND RETURNED, THEN THE PROXY WILL BE VOTED ON THE PROPOSALS CONSISTENT WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. Receipt is hereby acknowledged of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April Continued and to be signed on reverse side *** Exercise Your Right to Vote*** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 28, 2014 BELDEN INC. The Mississippi Room 8th Flour 999 North 2nd Street St. Louis, Missouri 63102 You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. 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Vote By Internet: To vote now by Internet, go towww.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Internal Use Only 1. Election of Directors The Board of Directors recommends you vote FOR proposals 2 and 3. 2 To ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for 2014. 3 Advisory vote to approve named executive officer compensation. NOTE:In their discretion, proxies are authorized to transact and vote upon such other business as may properly come before the meeting. Broadridge Internal Use Only xxxxxxxxxx xxxxxxxxxx Cusip Job # Envelope # Sequence # # of # Sequence # NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLEBelden Inc. 2014 Proxy Statement • Summary Compensation Table; • Grants of Plan-Based Awards;• Outstanding Equity Awards at Fiscal Year-End;• Option Exercises and Stock Vested;• Pension Benefits;• Nonqualified Deferred Compensation; and• Potential Payments Upon Termination orChange-in-Control.Page 3534
Pension Benefits; Non- Change Equity in Pension Value Incentive and Nonqualified Plan Deferred All Other Name and Stock Option Compen- Compensation Compensa- Principal Salary(1) Bonus Awards(2) Awards(3) sation(4) Earnings(5) tion(6) Total Position Year ($) ($) ($) ($) ($ ($) ($) ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) 2010 700,000 1,546,429 1,623,826 1,326,780 175,574 83,367 5,455,976 2009 700,000 1,509,984 1,552,150 990,990 142,796 64,729 4,960,649 2008 686,026 — 1,273,856 4,179,571 136,500 117,053 113,615 6,506,621 2010 409,000 494,847 519,625 446,770 67,294 63,412 2,000,948 2009 400,000 462,240 481,000 387,090 46,719 52,278 1,829,327 2008 375,000 — 380,928 408,126 39,000 56,465 66,702 1,326,221 2010 268,898 — 322,109 344,035 216,080 — 41,999 1,193,121 2010 362,988 263,503 427,388 254,190 69,024 360,902 1,737,995 2009 355,000 292,600 183,540 411,516 18,431 186,377 1,447,464 2008 408,996 — 253,952 271,542 88,600 46,155 126,045 1,195,290 2010 411,635 471,225 641,836 427,140 57,331 35,874 2,045,041 2009 355,000 — 226,765 137,655 301,306 31,868 19,885 1,072,479
Position
Awards(3)
Awards(4)
Incentive
Plan
Compen-
Value and
Nonqualified
Compensation
Earnings(6)
Compensa-
tion(7) 2013 837,500 - 1,811,762 1,824,758 1,193,400 31,791 104,272 5,803,483 2013 435,750 - 372,224 374,909 400,080 44,442 38,246 1,665,651 2013 362,560 - 263,553 265,419 290,590 53,705 37,022 1,272,849 2013 390,857 - 303,061 305,238 278,288 - 81,407 1,358,851 2013 355,300 - 296,459 298,593 239,670 - 30,695 1,220,717 (1) Salaries are amounts actually received. Mr. Gusenleitner received compensation in Euros. Mr. Kumra received compensation in U.S. Dollars and Indian Rupee. For this table, the compensation of Messrs.Mr. Gusenleitner and Kumra was converted into U.S. Dollars based on the Oanda one-year average exchange ratesrate ending on December 31, 2010.2013, 1.3279 U.S. Dollars per Euro.(2) Pursuant to his employment agreement, Mr. Gusenleitner received a bonus of 100,000 Euros on his first anniversary of employment. (3) Reflects the aggregate grant date fair value with respect to awards of stock for each named officer computed in accordance with FASB ASC Topic 718. SeeGrants of Plan-Based AwardsTable for 20102013 stock awards to the named officers. The assumptions used in calculating these amounts are described in Note 17: Share-Based Compensation, to the Company’s audited financial statements included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2010.2013. 2009 and 2008,2013, performance at 120%140% of target levels or greater would have resulted in the issuance of 1.5two RSUs for each PSU. During the applicable performance periods,year, the Company periodically analyzed performance and made appropriate adjustments to the amount of stock-basedstock-Page 36 Belden Inc. 2014 Proxy Statement based compensation expense it records.recorded. Based on this structure, the maximum grant date fair value of each award (in dollars) was as follows: Mr. Stroup Mr. Benoist Mr. Gusenleitner Mr. Kumra Mr. Suggs 2009 2,264,976 693,360 Not Listed 438,900 340,148 2008 1,910,784 571,392 Not Listed 380,928 Not Listed 35 Mr. Stroup Mr. Derksen Mr. Bloomfield Mr. Gusenleitner Mr. Trivedi 3,623,525 744,449 527,105 606,121 592,919 (3)(4) Reflects the aggregate grant date fair value with respect to awards of options or SARs for each named officer computed in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are described in Note 17: Share-Based Compensation, to the Company’s audited financial statements included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2010.2013.(4)(5) Represents amounts earned under the Company’s annual cash incentive plan as determined by the Compensation Committee at its March 20112014 meeting.(5)(6) The amounts in this column reflect the increase in the actuarial present value of the accumulated benefits under the Company’s defined benefit plans in which the named executives participate. None of the named executives received above-market or preferential earnings on deferred compensation. Tax Company’s Life Commuting Preparation Matching Club Dues Insurance Costs Costs Contributions (including tax and (including tax (including German In Its Defined gross up for Long Term gross up for Foreign Cost tax gross up Restricted Standard Contribution 2009 and Disability 2009 and of Living for 2009 Stock Tax Company Fringe (6) Year Total Plan(a) 2008) Benefits 2008) Adjustment(b) and 2008) Dividends Equalization Car Benefits John Stroup 2010 83,367 76,095 3,725 3,547 2009 64,729 37,643 5,862 3,383 2,841 15,000 2008 113,615 98,263 12,181 3,171 Gray Benoist 2010 63,412 35,824 3,725 7,260 14,353 2,250 2009 52,278 19,755 5,862 6,717 14,274 5,670 2008 66,702 37,143 4,752 6,203 18,604 2010 41,999 17,628 13,643 10,728 2010 360,902 130,207 2,565 227,410 720 2009 186,377 2,807 146,359 1,860 35,351 2008 126,045 521 125,524 Denis Suggs 2010 35,874 32,082 2,802 990 2009 19,885 16,790 2,600 495 (7) The amounts shown in column (i) for 2013 consist of the following: Perquisites Total Company’s
Matching
Contributions
In Its Defined
Contribution
Plan(a) Life
Insurance
and
Long Term
Disability
Benefits Restricted
Stock
Dividends Home
Security Company
Car 104,272 78,872 4,021 21,379 38,246 33,463 2,922 1,861 37,022 26,560 7,281 3,181 81,407 23,504 3,479 14,877 39,547 30,695 24,527 3,540 2,628 (a) For Mr. Gusenleitner, this represents a quarterly contribution by the Company to a German private pension fund. (b) Per Mr. Kumra’s Executive Employment Agreement, the Company pays an annual foreign cost of living adjustment to compensate Mr. Kumra for relocating his family from the United States to India. This amount consists of the following items: a housing allowance (net of his hypothetical U.S. housing expense), residential utilities, residential security, automobile expense, school fees for Mr. Kumra’s children and travel to the U.S. for Mr. Kumra and his family once per year.(c)Amounts for Mr. Gusenleitner are valued in Euros and were converted into U.S. Dollars based on the Oandaa one-year average exchange rate ending on December 31, 2010.(d)Some amounts for Mr. Kumra are valued in Indian Rupees and were converted into U.S. Dollars based on the Oanda one-year average exchange rate ending on December 31, 2010.2013.36GRANTS OF PLAN-BASED AWARDS All Other All Other Estimated Future Payouts Under Stock Option Exercise Grant Non-Equity Incentive Plan Estimated Future Payouts Under Awards: Awards: or Base Date Fair Awards(1) Equity Incentive Plan Awards(2) Number of Number of Price of Value of Shares of Securities Option Stock and Threshold Target Maximum Threshold Target Maximum Stock or Underlying Awards(5) Option Name Grant Date ($) ($) ($) (#) (#) (#) Units(3) (#) Options(4) (#) ($/Sh) Awards (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) John Stroup 455,000 910,000 2/22/2010 71,264 1,546,429 2/22/2010 66,150 1,132,488 2/22/2010 157,653 21.70 1,623,826 Gray Benoist 175,100 350,200 2/22/2010 22,804 494,847 2/22/2010 20,250 346,680 2/22/2010 50,449 21.70 519,625 Christoph Gusenleitner 125,486 250,971 4/1/2010 11,595 322,109 4/1/2010 25,503 27.78 344,035 Naresh Kumra 134,295 268,590 2/22/2010 12,143 263,503 2/22/2010 15,000 260,100 2/22/2010 41,494 21.70 427,388 Denis Suggs 157,500 315,000 2/22/2010 12,143 263,503 6/11/2010 8,130 207,722 2/22/2010 11,625 201,578 2/22/2010 41,494 21.70 427,388 6/11/2010 17,650 25.55 214,448 (1)Belden Inc. 2014 Proxy StatementPage 37 Name Grant
Date Award
Type Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1) Estimated Future Payouts Under
Equity Incentive Plan
Awards(2) All
Other
Stock
Awards:
Number
of
Shares
of
Stock
or
Units (#) All
Other
Option
Awards:
Number
of
Securities
Underlying
Options(3) (#) Exercise
or
Base
Price
of
Option
Awards(4)
($ per
Share) Grant
Date
Fair
Value of
Stock
and
Option
Awards Threshold
($) Target ($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) ACIP 552,500 1,105,000 3,315,000 3/4/2013 PSU 18,114 36,228 72,456 1,811,762 3/4/2013 SAR 74,147 50.01 1,824,758 Henk Derksen ACIP 154,350 308,700 926,100 3/4/2013 PSU 3,722 7,443 14,886 372,224 3/4/2013 SAR 15,234 50.01 374,909 ACIP 128,128 256,256 768,768 3/4/2013 PSU 2,635 5,270 10,540 263,553 3/4/2013 SAR 10,785 50.01 265,419 Christoph Gusenleitner ACIP 138,449 276,898 830,693 3/4/2013 PSU 3,030 6,060 12,120 303,061 3/4/2013 SAR 12,403 50.01 305,238 Dhrupad Trivedi ACIP 126,140 252,280 756,840 3/4/2013 PSU 2,964 5,928 11,856 296,459 3/4/2013 SAR 12,133 50.01 298,593 (1) The amounts in column (c) represent the cash payment under the Company’s annual cash incentive plan (“ Plan”ACIP”) that would have been made if the threshold performance for 20102013 was met andmet; the amounts in column (d) represent the cash payment under the planACIP that would have been made if the target performance for 20102013 was met. Although there is no maximum level of financial performance, the Plan is capped with respect to payment of individual awards at a maximum award of $5 million per yearmet; and the amount payable to all participantsamounts in any year is capped atcolumn (e) represent the maximum cash payment under ACIP, the lesser of three times the total target amounts for all participants.or $5 million. For Mr. Gusenleitner, who is paid in Euros, and Mr. Kumra, who is paid in Indian Rupee, these U.S. Dollar amounts are based on the Oandaa one year average exchange ratesrate ending on December 31, 20102013 of 1.327891.3279 U.S. Dollars per Euro and 0.02188 U.S. Dollars per Indian Rupee.Euro.(2) The Compensation Committee granted the performance-based restrictedperformance stock unit awards (“RSUs”)(PSUs) at its February 22, 2010 meetingMarch 4, 2013 meeting. The period during which performance is measured is calendar year 2013. Any payout is made in restricted stock units (RSUs). The conversion factor from PSUs to RSUs is based on the Company’s 2013 consolidated operating income margin, weighted 50%, and then made an additional award to Mr. Suggs on June 11, 2010. Mr. Gusenleitner’s awards were valued on his first day of employment with the Company, April 1, 2010. All of these awards require the achievement of a specified net income target in addition to their time-based vesting requirements. If the net income target is not achieved prior to the tenth anniversarycompany’s 2013 consolidated free cash flow, weighted 50%. After expiration of the grants,one-year performance period, the awards are cancelled. AtCommittee determined at its March 20112014 meeting the Compensation Committee determined thatactual performance for the target2013 performance period. The conversion factor for each named executive officer used in determining the number of awarded RSUs was achieved during1.02, which resulted in the second37halffollowing number of 2010. Therefore, 50% of theRSUs: Mr. Stroup – 36,953; Mr. Derksen – 7,592; Mr. Bloomfield – 5,375; Mr. Gusenleitner – 6,181; and Mr. Trivedi – 6,047. The RSUs will vest in 2013, 25% will vest in 2014equal amounts on March 4, 2015 and 25% will vest in 2015, on the respective grant date anniversaries.March 4, 2016.(3) Reflects the issuance of 1.5 RSUs per PSU granted during the second half of 2009. Because the Company did not attain at least Threshold performance during the first half of 2009, the first half 2009 PSUs did not result in the issuance of any RSUs. 50% of the granted RSUs vested in February 2011 and the remaining 50% will vest in February 2012.(4)The amounts in column (j) are the number of SARs or stock options granted to each of the named executive officers in 2010.2013. These awards vest in equal amounts over three years on the first, second and third anniversaries of the grant date.(5)(4) The exercise price for awarded SARs or stock options was the closing price of the Belden shares on the grant date.38Page 38 Belden Inc. 2014 Proxy Statement Option Awards Stock Awards Equity Incentive Equity Plan Incentive Awards: Equity Plan Market Incentive Awards: or Payout Plan Number Value of Awards: Market of Unearned Unearned Number of Number of Number of Number of Value of Shares, Shares, Securities Securities Securities Shares or Shares or Units Units or Underlying Underlying Underlying Units of Units of or Other Other Unexercised Unexercised Unexercised Option Stock That Stock That Rights That Rights That Options(1) Options(2)(3) Unearned Exercise Option Have Not Have Not Have Not Have Not (#) (#) Options Price(4) Expiration Vested(5) Vested(6) Vested Vested Name Exercisable Unexercisable (#) ($) Date (#) ($) # ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) 451,580 - 19.930 10/31/2015 66,150 2,435,643 - 113,600 25.805 2/22/2016 71,264 2,623,940 - 107,400 47.705 2/21/2017 - - 55,734 27,866 40.960 2/20/2018 - - 195,037 37.260 4/1/2018 - - 55,934 111,866 11.920 2/24/2019 - - 157,653 21.700 2/22/2020 29,446 - 33.000 8/24/2016 9,090 334,694 - 15,500 47.705 2/21/2017 20,250 745,605 - 16,734 8,366 40.960 2/20/2018 22,804 839,643 - 17,334 34,666 11.920 2/24/2019 - - 50,449 21.700 2/22/2020 25,503 27.780 4/1/2020 11,595 426,928 - 9,400 - 26.380 3/1/2016 15,000 552,300 - 4,800 47.705 2/21/2017 12,143 447,105 - 50,000 47.705 2/21/2017 - - 11,134 5,566 40.960 2/20/2018 - - 12,667 25,333 11.920 2/24/2019 - - 41,494 21.700 2/22/2020 6,800 - 53.900 6/11/2017 7,250 266,945 - 9,468 4,732 40.960 2/20/2018 11,625 428,033 - 9,500 19,000 11.920 2/24/2019 12,143 447,105 - 41,494 21.700 2/22/2020 8,130 299,347 - 17,650 25.550 6/11/2020 - - Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options(1)
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options(2) (3)
(#)
Unexercisable
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options Option
Exercise
Price(4)
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested(5)
(#) Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested(6)
($)
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(7) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested(8)
($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) 157,653 - - 21.700 2/22/2020 35,632 2,510,274 36,228 2,552,263 93,580 46,790 35.790 3/2/2021 43,534 87,066 39.830 2/27/2022 - 74,147 50.010 3/4/2023 1,800 - - 47.705 2/21/2017 3,100 218,395 7,443 524,359 8,400 - 40.960 2/20/2018 1,400 98,630 1,868 - 11.920 2/24/2019 990 69,746 13,768 - 21.700 2/22/2020 6,820 3,410 35.830 3/1/2021 2,067 1,033 28.760 8/28/2021 8,270 16,540 39.830 2/27/2022 - 15,234 50.010 3/4/2023 5,600 - - 25.805 2/22/2016 5,302 373,526 5,270 371,272 8,600 - 47.705 2/21/2017 11,700 - 40.960 2/20/2018 24,000 - 11.920 2/24/2019 23,459 - 21.700 2/22/2020 9,494 4,746 35.830 3/1/2021 6,497 12,993 39.830 2/27/2022 - 10,785 50.010 3/4/2023 Christoph Gusenleitner 10,000 6,400 - 35.830 3/1/2021 5,797 408,399 6,060 426,927 7,517 15,033 39.830 2/27/2022 - 12,403 50.010 3/4/2023 - 3,770 - 35.830 3/1/2021 2,779 195,781 5,928 417,628 - 12,987 39.830 2/27/2022 - 12,133 50.010 3/4/2023 (1) Shows vested SARs. (2) Shows unvested SARs. (3) For Mr. Stroup, his 46,790 unexercisable SARs expiring on March 2, 2021 vested on March 2, 2014. His 87,066 unexercisable SARs expiring on February 27, 2022 vest as follows: 43,533 on February 27, 2014 and 43,533 on February 27, 2015. His 74,147 unexercisable SARs expiring on March 4, 2023 vest as follows: 24,716 on March 4, 2014, 24,716 on March 4, 2015 and 24,715 on March 4, 2016. (1)Belden Inc. 2014 Proxy StatementShows vested options and SARs.Page 39 (2)Shows unvested options and SARs.(3)For Mr. Stroup,Derksen, his 27,8663,410 unexercisable SARs expiring on 2/20/2018 vestMarch 1, 2021 vested on 2/20/11.March 1, 2014. His 195,037 unexercisable options expiring on 4/1/2018 all vest on 2/21/13. His 111,8661,033 unexercisable SARs expiring on 2/24/2019August 28, 2021 will vest as follows: 55,933 on 2/24/11 and 55,933 on 2/24/12.August 28, 2014. His 157,653 unexercisable SARs expiring 2/22/2020 vest as follows: 52,551 on 2/22/11. 52,551 on 2/22/12 and 52,551 on 2/22/13. For Mr. Benoist, his 8,36616,540 unexercisable SARs expiring on 2/20/2018February 27, 2022 vest as follows: 8,270 on 2/20/11.February 27, 2014 and 8,270 on February 27, 2015. His 34,66615,234 unexercisable SARs expiring on 2/24/2019March 4, 2023 vest as follows: 17,3335,078 on 2/24/11March 4, 2014, 5,078 on March 4, 2015 and 17,3335,078 on 2/24/12. His 50,449March 4, 2016.For Mr. Bloomfield, his 4,746 unexercisable SARs expiring on 2/22/2020March 1, 2021 vested on March 1, 2014. His 12,993 unexercisable SARs expiring on February 27, 2022 vest as follows: 16,8176,497 on 2/22/11, 16,816February 27, 2014 and 6,496 on 2/22/12February 27, 2015. His 10,785 unexercisable SARs expiring on March 4, 2023 vest as follows: 3,595 on March 4, 2014, 3,595 on March 4, 2015 and 16,8163,595 on 2/22/13. March 4, 2016.For Mr. Gusenleitner, his 25,5036,400 unexercisable SARs that expireexpiring on 4/1/2020 vest as39follows: 8,501March 1, 2021 vested on 4/1/2011, 8,501 on 4/1/12 and 8,501 on 4/1/13. For Mr. Kumra his 5,566March 1, 2014. His 15,033 unexercisable SARs that expireexpiring on 2/20/2018 vest on 2/20/11. His 25,333 unexercisable SARs that expire on 2/24/2019February 27, 2022 vest as follows: 12,6677,517 on 2/24/11February 27, 2014 and 12,6667,516 on 2/24/12.February 27, 2015. His 41,49412,403 unexercisable SARs that expireexpiring on 2/22/2020March 4, 2023 vest as follows: 13,8324,135 on 2/22/11, 13,831March 4, 2014, 4,134 on 2/22/12March 4, 2015 and 13,8314,134 on 2/22/13. March 4, 2016.For Mr. SuggsTrivedi, his 4,7323,770 unexercisable SARs that expireexpiring on 2/20/2018 vestMarch 1, 2021 vested on 2/20/11.March 1, 2014. His 19,00012,987 unexercisable SARs that expireexpiring on 2/24/2019February 27, 2022 vest as follows: 9,5006,494 on 2/24/11February 27, 2014 and 9,5006,493 on 2/24/12.February 27, 2015. His 41,494 unexercised12,133 unexercisable SARs that expireexpiring on 2/22/2020March 4, 2023 vest as follows: 13,8324,045 on 2/22/11, 13,831March 4, 2014, 4,044 on 2/22/12March 4, 2015 and 13,8314,044 on 2/22/13. His 17,650 unexercised SARs that expire on 6/11/2020 vest as follows: 5,884 on 6/11/11, 5,883 on 6/11/12 and 5,883 on 6/11/13.March 4, 2016.(4) The exercise price of option and SAR awards granted since 2008 was the closing price of Belden shares on the grant date. The exercise price of option and SAR awards granted prior to 2008 was the average of the high and low prices of Belden shares on the grant date.(5) Mr. Stroup’s 66,150 restricted stock units (“RSUs”) vest as follows: 33,075 on 2/22/11 and 33,075 on 2/22/12. His 71,26435,632 RSUs vest as follows: 35,632 on 2/22/13, 17,816 on 2/22/14February 22, 2014 and 17,816 on 2/22/15.February 22, 2015. Mr. Benoist’s 9,090 RSUs vest on 8/24/2011. His 20,250Derksen’s 3,100 RSUs vest as follows: 10,1251,550 on 2/22/11February 22, 2014 and 10,1251,550 on 2/22/12.February 22, 2015. His 22,8041,400 RSUs vest on August 26, 2014 and his 990 RSUs vest on February 27, 2015. Mr. Bloomfield’s 5,302 RSUs vest as follows: 11,4022,651 on 2/22/13, 5,701February 22, 2014 and 2,651 on 2/22/14 and 5,701 on 2/22/15.February 22, 2015. Mr. Gusenleitner’s 11,5955,797 RSUs vest as follows: 5,798 on 4/1/13, 2,899 on 4/1/14April 1, 2014 and 2,898 on 4/1/15.April 1, 2015. Mr. Kumra’s 15,000Trivedi’s 2,779 RSUs vest as follows: 7,5001,390 on 2/22/11February 22, 2014 and 7,5001,389 on 2/22/12. His 12,143 RSUs vest as follows: 6,072 on 2/22/13, 3,036 on 2/22/14 and 3,035 on 2/22/15. Mr. Suggs’ 7,250 RSUs vest on June 11, 2012. His 11,625 RSUs vest as follows: 5,813 on 2/22/11 and 5,812 on 2/22/12. His 12,143 RSUs vest as follows: 6,072 on 2/22/13, 3,036 on 2/22/14 and 3,035 on 2/22/15. His 8,130 RSUs vest on 6/11/13.February 22, 2015.(6) The market value represents the product of the number of shares and the closing market price of Belden shares on December 31, 20102013 ($36.82)70.45).40(7) On March 4, 2013, the NEOs were granted PSUs. Based on the 2013 performance, the PSUs were converted to the following number of RSUs: Mr. Stroup – 36,953; Mr. Derksen – 7,592; Mr. Bloomfield – 5,375; Mr. Gusenleitner – 6,181; and Mr. Trivedi – 6,047. The RSUs will vest in equal amounts on March 4, 2015 and March 4, 2016. (8) The market value represents the product of the number of shares and the closing market price of Belden shares on December 31, 2013 ($70.45). OPTION EXERCISES AND STOCK VESTED Option Awards Stock Awards Number of Shares Value Realized Acquired on Value Realized on Number of Shares on Exercise Exercise Acquired on Vesting Vesting(1) Name (#) ($) (#) ($) (a) (b) (c) (d) (e) - - 155,983.38 4,410,040 - - 5,625 122,203 - - - - - - 1,800 �� 39,105 - - 2,475 53,769 (1)Page 40Belden Inc. 2014 Proxy Statement Option Awards Stock Awards Name
Acquired on
Exercise
Exercise
Acquired on Vesting (a) (b) (c) (d) (e) 962,528 27,163,154 (2) 35,632 1,774,474 - - 3,101 154,430 Kevin Bloomfield - - 5,302 264,040 28,303 788,732 (3) 5,798 294,799 18,132 277,590 (4) 4,380 216,172 (1) The dates on which the executive officers had stock awards vest and the applicable fair market values on those days are as follows: 2/20/2010January 25, 2013 – $21.725$48.58, February 22, 2013 – $49.80 and 10/31/2010April 1, 2013 – $28.2725.$50.845. When the vesting date falls on a trading day, the fair market value is the average of the high and low trading prices of Belden shares on that day. When the vesting date falls on a non-trading day, the fair market value is the average of (a) the average of the high and low trading prices of Belden shares on the trading day immediately preceding the vesting date and (b) the average of the high and low trading prices of Belden shares on the trading day immediately following the vesting date. The number of RSUs that vested were as follows: Mr. Stroup – 35,632 RSUs on February 22, 2013; Mr. Derksen – 3,101 RSUs on February 22, 2013; Mr. Bloomfield – 5,302 RSUs on February 22, 2013; Mr. Gusenleitner – 5,798 RSUs on April 1, 2013; and Mr. Trivedi – 1,600 RSUs on January 25, 2013 and 2,780 RSUs on February 22, 2013. Giving effect to the actual tax withholding that occurred, Mr. Stroup acquired 155,983.3818,546 shares on 10/31/2010.February 22, 2013; Mr. BenoistDerksen acquired 5,625 shareson 2/20/2010. Mr. Kumra acquired 1,8002,017 shares on 2/20/2010.February 22, 2013; Mr. SuggsBloomfield acquired 2,4753,475 shares on 2/20/2010.February 22, 2013; Mr. Gusenleitner acquired 3,103 shares on April 1, 2013; and Mr. Trivedi acquired 897 shares on January 25, 2013 and 1,735 shares on February 22, 2013.41(2) During 2013, in a series of broker-assisted cashless exercises, Mr. Stroup exercised and sold the following options pursuant to his 10b5-1 plan: Date # of options/SARS Market Price Exercise Price Pre-tax proceeds Net proceeds 143,511 $ 45.00 $ 19.93 $ 3,597,820.77 $ 2,007,528.22 125,000 $ 50.01 $ 19.93 $ 3,759,421.24 $ 1,951,633.75 26,580 $ 55.00 $ 19.93 $ 932,160.60 $ 484,087.63 49,737 $ 56.35 $ 37.26 $ 949,308.55 $ 492,070.69 55,300 $ 56.98 $ 37.26 $ 1,090,728.94 $ 565,457.51 51,800 $ 56.40 $ 37.26 $ 991,303.25 $ 513,844.32 38,200 $ 57.13 $ 37.26 $ 758,889.33 $ 393,429.85 Date # of options/SARS Market Price Exercise Price Pre-tax proceeds Resulting shares Net proceeds 100,000 $ 54.655 $ 25.805 $ 2,885,000.00 27,474 $ 1,513,067.37 13,600 $ 56.635 $ 25.805 $ 419,288.00 3,853 $ 216,999.39 50,000 $ 56.635 $ 11.92 $ 2,235,750.00 20,547 $ 1,157,198.68 83,600 $ 59.95 $ 40.96 $ 1,587,564.00 13,783 $ 842,343.70 50,000 $ 59.95 $ 11.92 $ 2,401,500.00 20,850 $ 1,274,241.18 107,400 $ 65.56 $ 47.705 $ 1,917,627.00 15,224 $ 989,187.87 67,800 $ 65.56 $ 11.92 $ 3,636,792.00 28,873 $ 1,867,703.60 PENSION BENEFITS Present Value of Number of Years Accumulated Payments During Credited Service Benefit(2) Last Fiscal Year Name Plan Name(1) (#) ($) ($) (a) (b) (c) (d) (e) Pension Plan 5.2 79,986 - Excess Plan 505,079 - Pension Plan 4.4 67,832 - Excess Plan 144,724 - Pension Plan 0 - - Excess Plan - - Pension Plan 4.8 5,950 - Excess Plan 172,035 - Pension Plan 3.6 55,463 - Excess Plan 68,858 - (1)Belden Inc. 2014 Proxy StatementPage 41 (3) During 2013, Mr. Gusenleitner exercised the following SARs and sold the resulting shares: Date # of options/SARS Market Price Exercise Price Pre-tax proceeds Resulting shares Net proceeds 10,000 $ 49.335 $ 27.78 $ 215,550 2,474 $ 123,683.63 10,000 $ 57.615 $ 27.78 $ 298,350 2,770 $ 163,541.80 5,503 $ 63.595 $ 27.78 $ 197,090 1,662 $ 106,700.40 2,800 $ 63.595 $ 35.83 $ 77,742 655 $ 42,051.00 (4) During 2013, prior to becoming an executive officer, Mr. Trivedi exercised 7,869 SARs. After being named an executive officer, Mr. Trivedi exercised the following SARs and sold the resulting shares pursuant to his 10b5-1 plan: Date # of options/SARS Market Price Exercise Price Pre-tax proceeds Resulting shares Net proceeds 3,770 $ 46.70 $ 35.83 $ 40,980 547 $ 25,065.21 6,493 $ 50.69 $ 39.83 $ 70,514 868 $ 44,363.57 Each of the named executive officers participatesPage 42 Belden Inc. 2014 Proxy Statement Name Plan Name(1)
Credited Service
Accumulated Benefit(2)
Last Fiscal Year (a) (b) (c) (d) (e) Pension Plan 8.2 258,382 - Excess Plan 1,001,220 -
Postretirement
Life Benefits
520 - Pension Plan 3.8 102,137 - Excess Plan 73,488 - Pension Plan 32.8 972,773 - Excess Plan 56,789 -
Postretirement
Life Benefits
2,234 - Pension Plan 0 - - Excess Plan - - Pension Plan 0 - - Excess Plan - - (1) Messrs. Stroup, Derksen and Bloomfield participate in the Belden Wire & Cable Company Pension Plan (“Pension Plan”) and the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (“Excess Plan”) with the exception of Messrs.. Mr. Gusenleitner and Kumra, who dodoes not participate in the U.S. plan because they residehe resides outside of the U.S. Mr. Trivedi does not participate in the plans because he joined the Company after they were closed to new participants in 2010. The Pension Plan is a cash balance plan. The account of each participant increases on an annual basis by 4% of the participant’s eligible compensation up to the Social Security wage limit ($106,800113,700 for 2010)2013) and by 8% of the participant’s eligible compensation in excess of the Social Security wage limit up to the limit on compensation that may be taken into account by a plan qualified under the Internal Revenue Code ($245,000260,000 for 2010)2013). The Excess Plan provides the benefit to the participant that would have been available under the Pension Plan if there were not a limit on compensation that may be taken into account by a plan qualified under the Internal Revenue Code. In general, eligible compensation for a participant includes base salary plus any amount earned under the annual cash incentive plan. Upon retirement, participants in the Pension Plan may elect a lump sum distribution or a variety of annuity options. Upon retirement, participants in the Excess Plan may electwill receive a lump sum distribution.(2) The computation of the value of accumulated benefit for each individual incorporates a 5.0%4.25% discount rate, an interest credit rate of 4.5%, and an expected retirement age of 65.(3)Mr. Kumra previously participated in the Pension Plan, but is no longer participating since he is no longer living in the U.S. and is not subject to U.S. taxes and is thus, no longer eligible for the U.S. Pension Plan. Mr. Kumra does participate in anon-U.S. cash balance retirement plan.42NONQUALIFIED DEFERRED COMPENSATION* Executive Registrant Aggregate Aggregate Contributions in Contributions in Aggregate Earnings Withdrawals/ Balance at Last FY Last FY in Last FY Distributions Last FYE Name ($) ($) ($) ($) ($) (a) (b) (c) (d) (e) (f) 84,959 60,070 25,745 - 961,240 39,226 24,799 7,426 - 291,137 - - - - - - - 161 - 5,708 40,535 21,057 2,585 - 121,844 * Belden Inc. 2014 Proxy StatementPage 43 Name
Contributions in
Last FY
Contributions in
Last FY
in Last FY Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last FYE
($) (a) (b) (c) (d) (e) (f) 105,625 31,688 27,929 - 1,544,524 21,945 16,459 1,441 - 98,856 21,272 13,675 14,991 - 805,278 - - - - - 15,203 13,052 192 - 28,447 (1) Each of Messrs. Stroup, BenoistDerksen, Bloomfield and SuggsTrivedi participates in the Belden Supplemental Excess Defined Contribution Plan. Amounts reflected in column (c), but not those in column (d), have been reflected in column (i) of the Summary Compensation Table. A portion of amounts included in column (f), attributable to years prior to 2006, were not reported as compensation in such years.43Page 44 Belden Inc. 2014 Proxy Statement ARRANGEMENTSiswas for a term through October 31, 2011 and automatically renews for additional one-year terms if not terminated by either party. It is subject to earlier termination based on disability, death, termination by the Company, with or without cause, and before or after a change in control of the Company. Mr. Stroup’s current base salary of $800,000$850,000 per year is subject to annual review. He is entitled to participate in the Company’s long-term incentive plan, annual cash incentive plan, and all other employment benefit plans available to senior executives. His target annual cash incentive award is 130% of his base salary. In 2008, Mr. Stroup received a retention option award having a grant date value of $3 million. The options vest in five years and were granted at the closing price of Belden shares on the grant date. Upon his appointment, Mr. Stroup received an inducement equity award of 451,580 stock options with an exercise price equal to the fair market value of Belden stock ($19.93). The options vested in equal installments over three years and expire in ten years. Also as a part of his inducement award upon his appointment, Mr. Stroup received an award of 150,526 RSUs that vested during 2010 on the fifth anniversary of his hire. Amounts payable in the event of Mr. Stroup’s separation of employment are noted below under“Potential Payments upon Termination or Change in Control.”Gray BenoistHenk Derksen. Mr. BenoistDerksen entered into an employment agreement with the Company, effective August 24, 2006, and itJanuary 1, 2010. It was amended and restated in 2008.as of January 1, 2012 when Mr. Derksen was promoted to his current office. The agreement’s initial term iswas for fivethree years and it automatically renews for additional one-year terms if not terminated by either party. It is subject to earlier termination based on disability, death, termination by the Company, with or without cause, and before or after a change in control of the Company. Mr. Benoist’sDerksen’s annual base salary of $412,000 per year$441,000 is subject to annual review. Mr. BenoistDerksen is entitled to participate in the Company’s long-term incentive plan, annual cash incentive plan and all other employment benefit plans available to senior executives. His target annual cash incentive award is 85%70% of his base salary. Upon his appointment, Mr. Benoist received an inducement equity award of 29,446 SARs with an exercise price equal to the fair market value of Belden stock on that date ($33.00). The SARs vested in equal installments over three years and expire in ten years. Also upon his appointment, Mr. Benoist received an award of 9,090 RSUs (which vest in five years and will be paid in Company stock upon vesting) and an award of 15,151 PSUs. The PSUs were based on achieving target performance for 2006 and in February 2007, the Compensation Committee awarded Mr. Benoist 22,727 RSUs for the attainment of the 2006 PSU goals. The RSUs vested equally over two years. Amounts payable in the event of his separation of Mr. Benoist’s employment are noted below under“Potential Payments upon Termination or Change in Control.”notice, with an effective termination date no earlier than May 31, 2013.notice. The agreement also is subject to earlier termination based on disability, death and retirement. Mr. Gusenleitner’s base salary of €270,000€297,890 per year (approximately $358,530)$395,568) is subject to annual review. He iswas entitled to a one-time “sign-on” bonus if still employed by the Company on April 1, 2011. Mr. Gusenleitner is entitled to participate in the Company’s long-term incentive plan, annual cash incentive plan, and all other employment benefit plans available to senior executives based in Europe, including quarterly contributions to a German private pension. His target annual cash incentive award is 70% of his base salary. For 2010, the agreement guaranteed him a minimum payout of €97,500. Upon his appointment, Mr. Gusenleitner received equity awards comparable to those he would have received had he been employed at the time of the annual award cycle in February 2010. Amounts payable in the event of Mr. Gusenleitner’s separation of employment are noted below under“Potential Payments upon Termination or Change in Control.”Naresh KumraDhrupad Trivedi.Mr. KumraTrivedi entered into an employment agreement with the Company, effective April 1, 2010.March 5, 2013, upon his promotion to his current position. The agreement’s initial term is for three yearsone year and it automatically renews for additional one-year terms if not terminated by either party. It is subject to earlier termination based on disability, death, termination by the Company, with or without cause, and before or after a change in control of the Company. The agreement reflects his continuing employment with the Company at anMr. Trivedi’s annual base salary of 17,536,574 Indian Rupee (approximately $383,700). His base salary$360,400 is subject to annual review. Mr. KumraTrivedi is entitled to participate in the Company’s long-term incentive plan, annual cash incentive plan and all other employmentBelden Inc. 2014 Proxy Statement Page 45 44Denis Suggs. Mr. Suggs entered into an employment agreement with the Company, effective June 11, 2007, and it was amended and restated in 2008. The agreement’s initial term is for three years and is subject to earlier termination based on disability, death, termination by the Company, with or without cause, and before or after a change in control of the Company. In connection with its renewal in 2010, his annual base salary was increased to $450,000 and is subject to annual review. Mr. Suggs is entitled to participate in the Company’s long-term incentive plan, annual cash incentive plan and all other employment benefit plans available to senior executives. His target annual cash incentive award is 70% of his base salary. Amounts payable in the event of his separation of employment are noted below under“Potential Payments upon Termination or Change in Control.”agreement, which can be no earlier than May 31, 2013.agreement. The remaining NEO’s employment agreements with the Company provide for the potential payment of severance and other benefits upon certain terminations of employment. In addition, pursuant to the terms of the Company’s equity incentive plans, upon certain termination events, each executive will be entitled to acceleration of his outstanding and unvested equity awards.prior tonot in connection with a change in control n n n in the case of Messrs. Benoist and Suggs, the unvested portion of certain equity awards granted on the original date of employment, will vest on the date of termination; and n n n n n n n n n n iswas not offered to new executive officers. There is no gross-up in the employment agreements of Messrs. Derksen, Gusenleitner and Trivedi.45Page 46 Belden Inc. 2014 Proxy Statement n n Messrs. Stroup, Gusenleitner, Kumra and SuggsNone of the NEOs are not currently eligible for retirement. n 20102013 and that the value of our common stock was the closing market price of our stock on that date, or $36.82$70.45 (in the case of Termination not for cause by the Company or for good reason by the officer after a change in control, it is assumed that the change in control and the termination both occurred on December 31, 2010)2013); n 20102013 Non-Equity Incentive Plan Compensation is included based on the technical requirement that an employee must be employed on January 1, 20112014 to earn the 20102013 bonus. The officers’ employment agreements would entitle them to receive the 20102013 bonus even if termination occurred on December 31, 2010)2013); n “Nonqualified “Nonqualified Deferred Compensation”; and n Messrs.Mr. Gusenleitner and Kumra as they are not U.S. citizens and dohe does not reside in the U.S.46 Accelerated Vesting of Equity Value 2010 Non- Equity Restricted Stock Welfare Excise Tax Aggregate Incentive Plan Stock Options/ Benefits Gross-up Name Severance Compensation Units SARs Continuation Payment Total $ 2,415,000 $ 1,326,780 - - $ 18,294 - $ 3,760,074 $ 3,220,000 $ 1,326,780 $ 5,087,066 $ 5,169,177 $ 24,392 $ 2,433,899 $ 17,261,314 - $ 1,326,780 $ 5,087,066 $ 5,169,177 - - $ 11,583,023 - - - - - - - $ 762,200 $ 446,770 $ 342,875 - - - $ 1,551,845 $ 1,524,400 $ 446,770 $ 1,936,734 $ 1,625,972 - $ (145,326 )(1) $ 5,388,550 - $ 446,770 $ 1,936,734 $ 1,625,972 - - $ 4,009,476 - - $ 1,092,530 $ 863,183 - - $ 1,955,713 $ 1,169,706 $ 216,080 - - - - $ 1,385,786 $ 1,169,706 $ 216,080 $ 428,667 $ 230,547 - - $ 2,045,000 - $ 216,080 $ 428,667 $ 230,547 - - $ 875,294 - - - - - - - $ 652,290 $ 254,190 - - $ 13,397 - $ 919,877 $ 1,304,580 $ 254,190 $ 1,004,834 $ 1,258,181 $ 26,794 - $ 3,848,579 - $ 254,190 $ 1,004,834 $ 1,258,181 - - $ 2,517,205 Retirement - - - - - - - $ 765,000 $ 427,140 $ 272,020 - $ 12,196 - $ 1,476,356 $ 1,530,000 $ 427,140 $ 1,002,537 $ 1,299,405 $ 24,392 $ 847,827 $ 5,131,301 - $ 427,140 $ 1,002,537 $ 1,299,405 - - $ 2,729,082 - - - - - - - (1)Belden Inc. 2014 Proxy StatementPage 47 Accelerated Vesting of
Equity Value Name Aggregate
Severance 2013 Non-
Equity
Incentive Plan
Compensation Restricted
Stock
Units Stock
Options/
SARs Welfare
Benefits
Continuation Excise Tax
Gross-up
Payment Total $ 2,932,500 $ 1,193,400 - - $ 19,071 - $ 4,144,971 $ 3,910,000 $ 1,193,400 $ 2,538,780 $ 5,803,267 $ 25,428 - $ 13,470,875 - $ 1,193,400 $ 2.538,780 $ 5,803,267 - - $ 9,535,447 - - - - - - - $ 749,700 $ 400,080 - - $12,853 - $ 1,162,633 $ 1,499,400 $ 400,080 $ 390,277 $ 978,958 $25,706 - $ 3,294,421 - $ 400,080 $ 390,277 $ 978,958 - - $ 1,769,315 - - - - - - - $ 622,336 $ 290,590 - - $12,714 - $ 925,640 $ 1,244,672 $ 290,590 $ 377,768 $ 782,598 $25,428 - $ 2,721,056 - $ 290,590 $ 377,768 $ 782,598 - - $ 1,450,956 - - $377,768 $562,152 - - $939,920 $ 336,233 $278,288 - - - - $ 614,521 $ 336,233 $278,288 $ 412,746 $ 935,396 - - $ 1,962,663 - $278,288 $ 412,746 $ 935,396 - - $ 1,626,430 - - - - - - - $ 612,680 $ 239,670 - - $ 12,714 - $ 865,064 $ 1,225,360 $ 239,670 $ 198,004 $ 776,178 $ 25,428 - $ 2,464,640 - $ 239,670 $ 198,004 $ 776,178 - - $ 1,213,852 - - - - - - - 1 For Mr. Gusenleitner, this table assumes that notice of termination was delivered on December 31, 2013, with effect on June 30, 2014. This table reflects the amounts to which Mr. Gusenleitner would be entitled through June 30, 2014. Per Mr. Benoist’s employment agreement, if the present value of the change in control payments calculated in accordance with Section 280G of the Internal Revenue Code (“280G”) is greater than the 280G safe harbor amount, but less than 110% of the 280G safe harbor amount, a reduction in the cash severance is made to avoid a 280G excise tax. Under the hypothetical calculation performed for these purposes, this circumstance resulted.Page 48 Belden Inc. 2014 Proxy Statement 47IIIII – ADVISORY VOTE ON EXECUTIVE COMPENSATION“Say-on-Pay” “Say-on-Pay”) and a non-binding stockholder vote to advise on whether theSay-on-Pay vote should occur every one, two or three years.1821 to 2935 and the tabular disclosure that follows it. We believe that our compensation policies and procedures are competitive, are focused on pay for performance principles and are strongly aligned with the long-term interests of our stockholders. Our executive compensation philosophy is based on the belief that the compensation of our employees should be set at levels that allow us to attract and retain employees who are committed to achieving high performance and who demonstrate the ability to do so. We seek to provide an executive compensation package that is driven by our overall financial performance, our increased stockholder value, the success of areas of our business directly impacted by the executive’s performance, and the performance of the individual executive. We view our compensation program as a strategic tool that supports the successful execution of our business strategy and reinforces a performance-based culture. The Company employs an executive compensation program for our senior executives that emphasizes long-term compensation over short-term, with a significant portion weighted toward equity awards. This approach strongly aligns our senior executive compensation with that of our stockholders. We believe that there is a direct correlation between the performance of Belden and the compensation our senior executives receive. We also believe that our annual compensation disclosure is reflective of this correlation and is transparent and helpful to stockholders.48ITEM III – VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATIONAlso, in accordance with the Dodd-Frank Act, we are providing our stockholders with the opportunity to cast an advisory vote regarding the frequency that the stockholders will consider and vote regarding our executive compensation. This is theSay-on-Pay vote discussed in Item II above. Stockholders will be given the opportunity to vote on whether they want theSay-on-Pay vote regarding our executive officers’ compensation to occur every one year, every two years or every three years.For the following reasons, the Company believes that an advisory vote on executive compensation every three years is the best approach:n The Company’s compensation program is designed to induce performance over a multi-year period. For example, as discussed in the Compensation Discussion and Analysis, equity grants in the form of SARs have multi-year vesting, only create value when the Company’s stock price increases, and represent a significant part of the compensation of the named executive officers. A vote held every three years would be more consistent with the Company’s long-term compensation strategy;n A three-year vote cycle gives the Board sufficient time to thoughtfully consider the results of the advisory vote and to implement any desired changes to the Company’s executive compensation program; andn A three-year cycle will provide investors sufficient time to evaluate the effectiveness of the Company’s short- and long-term compensation strategies and the related business performance of the Company.Stockholders may cast their vote on the preferred voting frequency by choosing the option of one year, two years, three years or by abstaining from voting in response to the resolution set forth below:RESOLVED, that the stockholders approve conducting an advisory vote on executive compensation every three years.The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. Abstentions will not be counted as a vote on any of the frequency options. However, because this vote is advisory and not binding on the Board or the Company in any way, the Board may decide that it is in the best interest of the stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders.THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE TOCONDUCT AN ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY “THREE YEARS”.49ITEM IV – PROPOSAL TO APPROVE THE BELDEN INC. 2011 LONG TERM INCENTIVE PLANOn March 2, 2011, the Board adopted the Belden Inc. 2011 Long Term Incentive Plan (the “2011 Plan”), subject to approval of Belden’s stockholders. A copy of the 2011 Plan is attached asAppendix I to this proxy statement. If approved, the 2011 Plan will be the plan used for future awards, in place of the 2001 Cable Design Technologies Corporation Long-Term Performance Incentive Plan (the “2001 Plan”).The Board believes that the 2011 Plan will be an important part of Belden’s overall compensation program. The 2011 Plan will enable Belden to provide competitive levels of compensation needed to attract and retain high-quality executives, managers, employees, and nonemployee directors, and to strengthen the alignment between these individuals and Belden’s stockholders.The 2011 Plan incorporates the following features:n It offers the ability to grant stock options, restricted stock units, performance shares, performance units and cash-based awards;n It prohibits reloads, repricing, stock options issued at a discount to fair market value or the transfer of nonqualified stock options or stock appreciation rights by a participant for consideration;n It prohibits “liberal” share counting provisions, such as counting only the net number of shares issued upon exercise of a stock appreciation right, or adding back shares withheld to satisfy taxes or tendered to pay the exercise price of a stock option;n It prohibits dividends to be paid on unvested performance shares;n It requires that all awards can only be made pursuant to the authority of the Board or its Committees; andn It limits the 2011 Plan term to ten years.Description of the 2011 PlanThe 2011 Plan provides Belden the ability to use equity-based awards to attract, retain and motivate its employees. These awards help align employees with Belden’s financial success and will encourage them to devote their best efforts to Belden’s business over the long term. As a result, these awards help advance the interests of Belden and its stockholders.The 2011 Plan is designed as a flexible share authorization plan, such that the Company’s share authorization is based on the least costly type of award (stock options). Shares issued pursuant to “Full Value Awards” (awards other than stock options or stock appreciation rights which are settled by the issuance of shares, e.g., restricted stock, restricted stock units, performance shares, performance units if settled with stock, or other stock-based awards) count against the 2011 Plan’s share authorization at a rate of 1.90 to 1, while shares issued upon exercise of stock options or stock appreciation rights count against the share authorization at a rate of 1 to 1. The value of an option is compared to a “full value share” to determine a valuation ratio. The Company has used a binominal model provided by an outside institutional stockholder advisory service to determine its valuation ratio. This means that every time an option is granted, the authorized pool of shares is reduced by one (1) share and every time a full value share is granted, the authorized pool of shares is reduced by 1.90 shares.The 2011 Plan will become effective upon stockholder approval and will terminate ten years later unless terminated sooner.A summary of the material features of the 2011 Plan is provided below, but does not replace or modify the terms of the 2011 Plan document which is attached asAppendix I to this proxy statement.2011 Plan Share LimitsThe maximum number of shares of common stock authorized to be issued under the 2011 Plan without additional stockholder action is four million, which shall consist of new or treasury shares. Also available (for awards under the 2011 Plan) will be any of the shares already subject to awards granted and outstanding under the 2001 Plan that cease to be subject to such awards for any reason (other than by exercise for, or settlement in, shares). If the 2011 Plan is approved by stockholders, no additional awards will be made after the date of its approval under any of the50prior plans, though awards previously granted under the prior plans will remain outstanding in accordance with their terms.Shares are counted against the authorization only to the extent they are actually issued. Thus, awards which terminate by expiration, forfeiture, cancellation, or otherwise are settled in cash in lieu of shares, or exchanged for awards not involving shares, shall again be available for grant under the 2011 Plan, including those awards granted under prior plans.Awards of Full Value Awards may be made only if the awards either vest more slowly than prorated annual vesting over a three-year period or vest based on the attainment of performance goals by reference to a performance period of at least 12 months.Upon stockholder approval of the 2011 Plan, any ungranted shares remaining in the 2001 Plan pool will not be granted in the future.OverhangThe equity overhang, or the percentage of outstanding shares (plus shares that could be issued pursuant to the 2011 Plan) represented by all stock incentives awarded and those available for future awards under all Plans was 14.37% (calculated as all shares issuable upon exercise of outstanding stock options and vesting of outstanding restricted stock and restricted stock units plus shares available for future award divided by (a) basic common shares outstanding + (b) shares in the numerator).The following table displays the overhang based on actual Company data as of April 1, 2011 and assuming approval of the 2011 Plan.EQUITY COMPENSATION PLAN INFORMATION ON APRIL 1, 2011(assuming approval of this proposal) Weighted Average Weighted Remaining Years Number of Securities Number of Average of Remaining Available for Securities to be Exercise Price Contractual Future Issuance Under Issued Upon of Life of Equity Compensation Plans Exercise of Outstanding Outstanding (Excluding Securities Plan Category Outstanding Options Options Options Reflected in Column A) Equity Compensation Plans Approved by Stockholders(1) 2,972,708 (2) 27.9664 7.68 4,000,000 (3) �� Equity Compensation Plans Not Approved by Stockholders(4) 305,080 (5) 19.8466 4.55 0 Total 3,277,788 27.2107 7.38 4,000,000 (1)Consists of the Belden Inc. Long-Term Incentive Plan (the “1993 Plan”); the Belden Inc. 2003 Long-Term Incentive Plan (the “2003 Plan”); and the Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (the “2001 Plan”). The 1993 Plan has expired, but stock option awards remain outstanding under this plan. No further awards can be issued under the 2003 Plan. If the 2011 Plan is approved, no further a1wards will be issued under the 2001 Plan.(2)Consists of 23,500 shares under the 1993 Plan; 87,298 shares under the 2003 Plan; and 2,861,910 shares under the 2001 Plan. All of these shares pertain to outstanding stock options or stock appreciation rights (“SARs”).(3)Consists of the 4,000,000 shares under the 2011 Plan for which stockholder approval is being sought.(4)Consists of the Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan (the “1999 Plan”) and the Executive Employment Agreement between the Company and John Stroup dated September 26, 2005.(5)Consists of 3,500 shares under the 1999 Plan and 301,580 shares under Mr. Stroup’s Employment Agreement.51As of April 1, 2011, the Company had 666,981 outstanding full-value awards, in the form of restricted stock awards and restricted stock units. The number of basic common shares outstanding on April 1, 2011 was 47,354,641.Burn RateAs discussed in this Proxy Statement, the Company utilizes equity awards to attract, retain and motivate our talent. We balance this practice with the interests of our stockholders in non-dilution. The proxy advisory firm, Institutional Shareholder Services (“ISS”) has devised an industry-specific model of acceptable equity award burn rate. ISS calculates burn rate as (a) the number of equity awards granted during a given year, divided by (b) the weighted average shares outstanding for the year. ISS’s model calls for Belden’s PSUs to be counted in the year in which they convert to RSUs. Based on ISS’s applicable measure of Belden’s stock volatility, our RSUs are multiplied by a factor of 2.0.The following table sets forth information regarding awards granted and earned, the burn rate for each of the last three years, and the average burn rate over the last three years: 2008 2009 2010 3-Year Average SARs and options granted(a) 637,233 871,100 807,892 772,075 RSUs granted(b) 219,237 176,338 447,502 281,026 RSUs earned based on PSUs(c) 84,150 — 229,950 104,700 Numerator (a + (2.0 X (b + c))) 1,244,007 1,223,776 2,162,796 1,543,526 Weighted average shares outstanding (Denominator) 44,692,300 46,593,866 46,804,507 46,030,224 2.78 % 2.63 % 4.62 % 3.34 % The Company’s three-year average burn rate of 3.34% is the highest acceptable rate for Belden’s Global Industry Classification Standard (“GICS”) group. Clearly, the decision to make a three-year grant of RSUs in 2010 caused the rate to spike. Without making any specific pledge, the Company would anticipate the burn rate to decrease in 2011 and 2012, as a majority of the eligible participants will not receive full-value awards in those years.Participant Award LimitsThe 2011 Plan also imposes annual per-participant award limits for employees. The annual per-participant limits are as follows:Award(s)Annual LimitStock-Based Awards400,000 shares, plus any unused limit from prior yearsCash-Based Awards$5,000,000, plus any unused limit from prior yearsThe number of shares that may be issued or subject to outstanding awards, the option price or grant price applicable to outstanding awards, the annual per-participant award limits, and other value determinations are subject to adjustment by the Compensation Committee of the Board (the “Compensation Committee” or “Committee”) to reflect stock dividends, stock splits, reverse stock splits, and other corporate events or transactions, including without limitation distributions of stock or property other than normal cash dividends. The Compensation Committee may also make adjustments to reflect unusual or nonrecurring events.AdministrationThe Compensation Committee is responsible for administering the 2011 Plan and has the discretionary power to interpret the terms and intent of the 2011 Plan and any related documentation, to determine eligibility for awards and the terms and conditions of awards, and to adopt rules, regulations, forms, instruments, and guidelines. The Committee may delegate administrative duties and powers to one or more of its members or to one or more officers,52agents, or advisors. The Committee may also delegate to one or more Belden officers the power to designate other employees (other than officers subject to Section 16 of the Securities Exchange Act of 1934, as amended) to be recipients of awards.EligibilityEmployees of Belden and its affiliatesand/or subsidiaries and nonemployee directors of Belden and its subsidiaries who are selected by the Compensation Committee are eligible to participate in the 2011 Plan. There are currently approximately 2,200 eligible employees, and eleven eligible nonemployee directors.Types of AwardsThe 2011 Plan provides that the Compensation Committee may grant awards of various types. A description of each of the types of awards follows.Stock Options. The Committee may grant both incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”) under the 2011 Plan. Eligibility for ISOs is limited to employees of Belden and its subsidiaries. The exercise price for options cannot be less than the fair market value of Belden common stock as of the date of grant. The latest expiration date cannot be later than the tenth (10th) anniversary of the date of grant. Fair market value under the 2011 Plan may be determined by reference to market prices on a particular trading day or on an average of trading days. The Company’s current practice is to determine the Fair Market Value as the closing price on the date of the grant. The exercise price may be paid with cash or its equivalent, with previously acquired shares of common stock, or by other means approved by the Committee, including by means of a broker-assisted exercise.Stock Appreciation Rights. The Committee may grant stock appreciation rights (“SARs”) under the 2011 Plan either alone or in tandem with stock options. The grant price of an SAR cannot be less than the fair market value of Belden common stock as of the date of grant. The grant price of an SAR granted in tandem with a stock option will be the same as the option price of the tandem option. SARs cannot be exercised later than the tenth (10th) anniversary of the date of grant.Freestanding SARs may be exercised on such terms as the Committee determines and tandem SARs may be exercised by relinquishing the related portion of the tandem option. Upon exercise of a SAR, the holder will receive from Belden shares of common stock, equal in value to the difference between the fair market value of the common stock subject to the SAR, determined as described above, and the grant price.Restricted Stock and Restricted Stock Units. The Committee may award restricted common stock and restricted stock units. Restricted stock awards consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock unit awards result in the transfer of shares of stock to the participant only after specified conditions are satisfied. A holder of restricted stock is treated as a current stockholder and is entitled to dividend and voting rights, whereas the holder of a restricted stock unit award is treated as a stockholder with respect to the award only when the shares of common stock are delivered in the future. The Committee will determine the restrictions and conditions applicable to each award of restricted stock or restricted stock units.Performance Share and Performance Unit Awards. Performance share and performance unit awards may be granted under the 2011 Plan. Performance shares will have an initial value that is based on the fair market value of the stock as of the date of grant. Performance unit awards will have an initial value that is determined by the Committee. Such awards will be earned only if performance goals over performance periods established by or under the direction of the Committee are met. The performance goals may vary from participant to participant, group to group, and period to period. The performance goals for performance share and performance unit awards and any other awards granted under the 2011 Plan that are intended to constitute “qualified performance-based compensation” will be based upon one or more of the following:Financial Metrics:n Net sales or revenue growth;n Return measures (including, but not limited to return on invested capital, assets, capital, equity, sales);53n Gross profit margin;n Operating expense ratios;n Operating expense targets;n Productivity ratios;n Operating income;n Gross or operating margins;n Earnings before or after taxes, interest, depreciationand/or amortization;n Net earnings or net income (before or after taxes);n Earnings per share;n Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);n Working capital targets;n Capital expenditures;n Share price (including, but not limited to, growth measures and total stockholder return);n Appreciation in the fair market value or book value of the common stock;n Economic value added (net operating profit after tax minus the sum of capital multiplied by the cost of the capital);n Total stockholder return;n Debt to equity ratio / debt levels; andn Organic or inorganic growth.Non-financial Metrics:n Customer satisfaction / service (relative improvement);n Market share;n Employee satisfaction / engagement;n Employee retention / attrition;n Safety;n Diversity; andn Inventory control / efficiency.The Compensation Committee will determine whether the performance targets or goals that have been chosen for a particular performance award have been met and may provide in an award that any evaluation of performance may include or exclude any of the following that are objectively determinable and that occur during the performance period to which the award is subject: asset write-downs, litigation, claims, judgments, or settlements; the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reporting results; any reorganization and restructuring programs; extraordinary nonrecurring items as described in FASB Accounting Standards Codification225-20 – Extraordinary and Unusual Itemsand/or in management’s discussion of financial condition and results of operations appearing in Belden’s annual report to stockholders for the applicable year; acquisitions or divestitures; and foreign exchange gains and losses.Awards that are designed to qualify as performance-based compensation may not be adjusted upward. However, the Compensation Committee has the discretion to adjust these awards downward. In addition, the Committee has the discretion to make awards that do not qualify as performance-based compensation. Generally, awards may be paid in the form of cash, shares of common stock, or in any combination, as determined by the Committee.Cash-Based Awards. The Compensation Committee may grant cash-based awards under the 2011 Plan that specify the amount of cash to which the award pertains, the conditions under which the award will be vested and exercisable or payable, and such other conditions as the Committee may determine that are consistent with the terms of the 2011 Plan. Although based on a specified amount of cash, cash-based awards may be paid, in the Committee’s discretion, either in cash or by the delivery of shares of common stock.54Other Stock-Based Awards. The Compensation Committee may grant equity-based or equity-related awards, referred to as “other stock-based awards,” other than options, SARs, restricted stock, restricted stock units, performance shares, or performance units. The terms and conditions of each other stock-based award shall be determined by the Committee. Payment under any other stock-based award will be made in shares of common stock or cash, as determined by the Committee.Dividend EquivalentsUnless otherwise provided by the Compensation Committee, dividend equivalents shall be granted for each Full Value Award not entitled to dividends based on the dividends declared on shares of common stock that are subject to such Full Value Award, to be credited as of dividend payment dates, during the period between the date the Full Value Award is granted and the date the Full Value Award is exercised, vests or expires. Such dividend equivalents shall be converted to cash or additional shares of common stock by such formula and at such time and subject to such limitations as may be determined by the Committee. Under no circumstances may dividend equivalents be granted for any Option, SAR or Full Value Award which has its vesting or grant dependent upon achievement of one or more Performance Measures.Termination of EmploymentThe Compensation Committee will determine how each award will be treated following termination of the holder’s employment with or service for Belden, including the extent to which unvested portions of the award will be forfeited and the extent to which Options, SARs, or other awards requiring exercise will remain exercisable.Treatment of Awards Upon a Change in ControlIn the event of a “change in control” of Belden, as defined in the 2011 Plan, then unless otherwise provided in an award agreement, any outstanding option or SAR shall become fully exercisable, and any outstanding restricted stock, restricted stock units, other stock-based awards, or other award that was forfeitable shall become non-forfeitable and fully vested, and, to the extent applicable, shall be converted into shares of Belden common stock. Any payout or conversion of a performance-based award shall be done assuming performance was “at target” for the applicable performance period.Treatment of Awards Upon Disposition of a Facility or Operating UnitIf Belden closes or disposes of a facility or operating unit or sells or otherwise disposes of a subsidiary, then with respect to awards held by participants employed at the facility, unit, or subsidiary, the Committee may, but need not, to the extent consistent with Section 409A of the Internal Revenue Code of 1986 as amended (“Code”) (if applicable), (i) accelerate the exercisability of the awards, (ii) remove any restrictions applicable to the awards,and/or (iii) extend for up to five years the period during which the awards may be exercised.Amendment of Awards or 2011 Plan, and Adjustment of AwardsThe Compensation Committee may at any time alter, amend, modify, suspend, or terminate the 2011 Plan or any outstanding award in whole or in part. No amendment of the 2011 Plan will be made without stockholder approval if stockholder approval is required by law or stock exchange rule. No amendment may adversely affect the rights of any participant without his or her consent under an outstanding award, unless specifically provided for in the 2011 Plan.Additional ProvisionsUnder no circumstances may a participant transfer an NQSO or a SAR for consideration. Neither ISOs nor, except as the Compensation Committee otherwise expressly determines, other awards may be transferred other than by will or by the laws of descent and distribution. During a recipient’s lifetime, an ISO and NQSO, except as the Committee may determine, other non-transferable awards requiring exercise, may be exercised only by the recipient.55If provided in the award agreement or an associated agreement, a participant’s rights to an award may be subject to the participant agreeing to not compete with Belden or any of its subsidiaries, and to not solicit Belden’s customers or employees. In addition, participants generally shall be subject to nondisclosure and non-disparagement requirements, as well as other requirements consistent with protecting the interests of the stockholders and Belden.A breach of these restrictions may result in cancellation of awards or the recovery by Belden of gain realized under an award.Except as contemplated in Belden’s 2004 Non-Employee Director Deferred Compensation Plan, generally deferrals of compensation, as defined under Code Section 409A, are not permitted under the 2011 Plan. However, the Committee may permit a participant to defer compensation received under the 2011 Plan in accordance with the requirements of Code Section 409A.To comply with the laws in other countries in which Belden or its affiliatesand/or subsidiaries operate or may operate or have employees or directors, the Committee may establish subplans under the 2011 Plan and modify the terms of the awards made to such employees, and directors.Nonemployee Director AwardsThe 2011 Plan will also be used to grant equity awards to nonemployee directors, so that they too will develop a sense of proprietorship and personal involvement in the development and financial success of Belden and so that their interests will be more closely aligned with those of Belden’s stockholders.No more than 750,000 shares in total may be issued to nonemployee directors, and no nonemployee director may receive an award for more than 15,000 shares in any calendar year.Nonemployee directors can be granted any of the awards available under the 2011 Plan except ISOs, which are only available for employees. The Board shall from time to time determine the nature and number of awards to be granted to nonemployee directors.New Plan BenefitsThe future benefits or amounts that would be received under the 2011 Plan by executive officers, nonemployee directors and nonexecutive officer employees are discretionary and are therefore not determinable at this time. The benefits or amounts that would have been received by or allocated to such persons for the last completed fiscal year if the 2011 Plan had been in effect would not have differed from the benefits and amounts received by those persons under the 2001 Plan.Federal Income Tax ConsequencesThe following discussion summarizes certain federal income tax consequences of the issuance and receipt of stock options under the 2011 Plan under the law in effect on the date of this proxy statement. The summary does not purport to cover all federal employment tax or other federal tax consequences that may be associated with the 2011 Plan, nor does it cover state, local, ornon-U.S. taxes.Qualified or Incentive Stock Options (“ISOs”)In general, an optionee realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the optionee. With some exceptions, a disposition of shares purchased under an ISO within two (2) years from the date of grant or within one (1) year after exercise produces ordinary income to the optionee equal to the value of the shares at the time of exercise less the exercise price. The same amount is deductible by Belden as compensation. Any additional gain recognized in the disposition is treated as a capital gain for which Belden is not entitled to a deduction.Nonqualified Stock Options (“NQSOs”)In general, in the case of a NQSO, the optionee has no taxable income at the time of grant but realizes income in connection with exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market56value of shares acquired upon exercise over the exercise price. For employee optionees, the same amount is deductible by Belden as compensation, provided that income taxes are withheld from the employee. Upon a subsequent sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as capital gain or loss for which Belden is not entitled to a deduction. In general, an ISO that is exercised by the optionee more than three months after termination of employment is treated as a NQSO. ISOs are also treated as NQSOs to the extent they first become exercisable by an individual in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of one hundred thousand dollars ($100,000).OtherAwards under the 2011 Plan may be subject to tax withholding. Where an award results in income subject to withholding, participants may satisfy their tax withholding requirements by causing shares of common stock to be withheld. Otherwise, Belden may require the participant to remit the necessary taxes to Belden.In general, under Code Section 162(m), remuneration paid by a public corporation to its chief executive officer or any of its other top three named executive officers (excluding the CFO), ranked by pay, is not deductible to the extent it exceeds one million dollars ($1,000,000) for any year. Taxable payments or benefits under the 2011 Plan may be subject to this deduction limit. However, under Code Section 162(m), qualifying performance-based compensation, including income from stock options, SARs and other performance-based awards that are made under stockholder-approved plans and that meet certain other requirements, is exempt from the deduction limitation. The 2011 Plan has been designed so that the Committee in its discretion may grant qualifying exempt performance-based awards under the 2011 Plan.Under the “golden parachute” provisions of the Code, the accelerated vesting of stock options, restricted stock and benefits paid under other awards in connection with a change in control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a portion of the amounts payable to the participant may be subject to an additional federal excise tax of 20%, and may be nondeductible to the corporation.THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL TO APPROVE THE2011 LONG-TERM INCENTIVE PLAN.57March 2, 2011Appendix IBELDEN INC. 2011 LONG TERM INCENTIVE PLANArticle 1. Belden Inc. 2014 Proxy StatementEstablishment, Purpose, and DurationPage 491.1 Establishment.STOCKHOLDER PROPOSALS FOR THE 2015 ANNUAL MEETINGInc.the candidate’s ownership interest in the Company (if any), a Delaware corporation (hereinafter referred to asdescription of any arrangements between the “Company”), establishes an incentive compensation plancandidate and the nominating stockholder, and the person’s consent to be knownnamed as a director if selected by the Belden Inc. 2011 Long Term Incentive Plan (hereinafter referred toCommittee and nominated by the Board.the “Plan”), as set forth in this document.This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Other Stock-Based Awards, and Cash-Based Awards.This Plan shall become effective upon shareholder approval (the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof.1.2 Purpose of this Plan. The purpose of this Plan is to attract and retain highly qualified executives, Directors, and Employees, to advance the interestsa director of the Company are that a nominee demonstrate, by giving Employees and Directorssignificant accomplishment in his or her field, an ability to make a stake inmeaningful contribution to the Company’s future growth and success, to strengthen the alignment of interests of Employees and Directors with thoseBoard’s oversight of the Company’s shareholders through the ownership of Shares,business and to provide additional incentives for Employees and Directors to maximize the long-term success of the Company’s business.1.3 Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall terminate ten (10) years from the Effective Date. After this Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and this Plan’s terms and conditions.Article 2. DefinitionsWhenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.2.1 “Affiliate”shall mean any corporation or any other entity (including, but not limited to, a partnership) that is affiliated with the Company through stock ownership or otherwise.2.2 “Annual Award Limit”or“Annual Award Limits”have the meaning set forth in Section 4.3.2.3 “Award”means, individually or collectively, a grant under this Plan of Cash-Based Awards, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, or Other Stock-Based Awards, in each case subject to the terms of this Plan.2.4 “Award Agreement”means either (i) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (ii) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet or other non-paper Award Agreements, and the use of electronic, Internet or other non-paper means for the acceptance thereof and actions thereunder by the Participant.2.5 “Beneficial Owner”or“Beneficial Ownership”shall have the meaning ascribed to such term inRule 13d-3 of the General Rules and Regulations under the Exchange Act.2.6 “Board”or“Board of Directors”means the Board of Directors of the Company.2.7 “Cash-Based Award”means an Award granted to a Participant as described in Article 10.I-12.8 “Change in Control”means any one or more of the following events:(i) the consummation of:(a) any merger, reorganization, or consolidation of the Company or any Subsidiary with or into any corporation or other Person if Persons who were the beneficial owners (as such term is used inRule 13d-3 under the Exchange Act) of the Company’s common stock and securities of the Company entitled to vote generally in the election of Directors (“Voting Securities”) immediately before such merger, reorganization, or consolidation are not, immediately thereafter, the beneficial owners, directly or indirectly, of greater than fifty percent (50%) of the then-outstanding common shares and the combined voting power of the then-outstanding Voting Securities (“Voting Power”) of the corporation or other Person surviving or resulting from such merger, reorganization, or consolidation (or the parent corporation thereof) in substantially the same respective proportions as their beneficial ownership, immediately before the consummation of such merger, reorganization, or consolidation, of the then-outstanding common stock and Voting Power of the Company;(b) the sale or other disposition of all or substantially all of the consolidated assets of the Company, other than a sale or other disposition by the Company of all or substantially all of its consolidated assets to an entity of which greater than fifty percent (50%) of the common shares and the Voting Power outstanding immediately after such sale or other disposition are then beneficially owned (as such term is used inRule 13d-3 under the Exchange Act) by shareholders of the Company in substantially the same respective proportions as their beneficial ownership of common stock and Voting Power of the Company immediately before the consummation of such sale or other disposition; or(ii) approval by the shareholders of the Company of a liquidation or dissolution of the Company; or(iii) the following individuals cease for any reason to constitute a majority of the Directors of the Company then serving: individuals who, on the Effective Date, constitute the Board and any subsequently appointed or elected Director of the Company whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds of the Company’s Directors then in office whose appointment, election, or nomination for election was previously so approved or recommended or who were Directors on the Effective Date; or(iv) the acquisition or holding by any person, entity, or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), the Company, any Subsidiary, any employee benefit plan of the Company or a Subsidiary, of beneficial ownership (as such term is used inRule 13d-3 under the Exchange Act) of twenty percent (20%) or more of either the Company’s then-outstanding common stock or Voting Power;providedthat:(a) no such person, entity, or group shall be deemed to own beneficially any securities held by the Company or a Subsidiary or any employee benefit plan (or any related trust) of the Company or a Subsidiary;(b) no Change in Control shall be deemed to have occurred solely by reason of any such acquisition if both (x) after giving effect to such acquisition, such person, entity, or group has beneficial ownership of less than thirty percent (30%) of the then-outstanding common stock and Voting Poweraffairs of the Company and (y) priorhave an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, the Committee examines a candidate’s specific experiences and skills, time availability in light of other commitments, potential conflicts of interest, and independence from management and Belden. The Committee also seeks to such acquisition, at least two-thirds of the Directors described in paragraph (iii) of this definition vote to adopt a resolution ofhave the Board represent a diversity of backgrounds and experience.the specific effect that such acquisition shall not be deemed a Change in Control; and(c) no Change in Control shall be deemed to have occurred solely by reason of any such acquisition or holding in connection with any merger, reorganization, or consolidationI-2of the Company or any Subsidiary which is not a Change in Control within the meaning of paragraph (i)(a) above.Notwithstanding the occurrence of any of the foregoing events, no Change in Control shall occur with respect to any Participant if (x) the event which otherwise would be a Change in Control (or the transaction which resulted in such event) was initiated by such Participant, or was discussed by him with any third party, in either case without the approval of the Board with respect to such Participant’s initiation or discussion, as applicable, or (y) such Participant is, by written agreement, a participant on his own behalf in a transaction in which the persons (or their affiliates) with whom such Participant has the written agreement cause the Change in Control to occur and, pursuant to the written agreement, such Participant has an equity interest (or a right to acquire such equity interest) in the resulting entity.2.9 “Code”means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provisions.2.10 “Committee”means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members ofnotify the Committee shall be appointed from time to time by and shall serve atif they become aware of persons, meeting the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.2.11 “Company”means Belden Inc., a Delaware corporation, and any successor thereto as provided in Article 20 herein.2.12 “Covered Employee”means any key salaried Employeecriteria described above, who is or may become a “Covered Employee,” as defined in Section 162(m) of the Code, or any successor statute, and who is designated, either as an individual Employee or class of Employees, by the Committee within the shorter of (i) ninety (90) days after the beginning of the Performance Period, or (ii) twenty-five percent (25%) of the Performance Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance Period.2.13 “Director”means any individual who is a member of the Board of Directors of the Company.2.14 “Effective Date”has the meaning set forth in Section 1.1.2.15 “Employee”means any person designated as an employee of the Company, its Affiliates,and/or its Subsidiaries on the payroll records thereof. An Employee shall not include any individual during any period he or she is classified or treated by the Company, Affiliate,and/or Subsidiary as an independent contractor, a consultant, or any employee of an employment, consulting, or temporary agency or any other entity other than the Company, Affiliate,and/or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as a common-law employee of the Company, Affiliate,and/or Subsidiary during such period.2.16 “Exchange Act”means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.2.17 “Fair Market Value”or“FMV”means a price that is based on the opening, closing, actual, high, low, or average selling prices of a Share reported on the New York Stock Exchange (“NYSE”) or other established stock exchange (or exchanges) on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, if the Shares are traded over the counter at the time a determination of its Fair Market Value is required to be made hereunder, its Fair Market Value shall be deemed to be equal to the average between the reported high and low or closing bid and asked prices of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly determined at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate. Such definition(s) of FMV shall be specified in each Award Agreement and may differ depending on whether FMV is in reference to the grant, exercise, vesting, settlement, or payout of an Award;I-3provided, however, that upon a broker-assisted exercise of an Option, the FMV shall be the price at which the Shares are sold by the broker.2.18 “Freestanding SAR”means an SAR that is granted independently of any Options, as described in Article 7.2.19 “Full Value Award”means an Award other than in the form of an NQSO, ISO or SAR, and which is settled by the issuance of Shares.2.20 “Grant Price”means the price established at the time of grant of an SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR.2.21 “Incentive Stock Option”or“ISO”means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422, or any successor provision.2.22 “Insider”shall mean an individual who is, on the relevant date, an officer or Director of the Company, or a more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.2.23 “Nonemployee Director”means a Director who is not an Employee.2.24 “Nonemployee Director Award”means any NQSO, SAR, or Full Value Award granted, whether singly, in combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this Plan.2.25 “Nonqualified Stock Option”or“NQSO”means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.2.26 “Option”means an ISO or an NQSO, as described in Article 6.2.27 “Option Price”means the price at which a Share may be purchased by a Participant pursuant to an Option.2.28 “Other Stock-Based Award”means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to Article 10.2.29 “Participant”means any eligible individual as set forth in Article 5 to whom an Award is granted.2.30 “Performance-Based Compensation”means compensation under an Award that is intended to satisfy the requirements of Section 162(m) of the Code and the applicable treasury regulations thereunder for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.2.31 “Performance Measures”means measures as described in Article 11 on which the performance goals are based and which are approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation.2.32 “Performance Period”means the period of time during which the performance goals must be met in order to determine the degree of payoutand/or vesting with respect to an Award.2.33 “Performance Share”means an Award under Article 9 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.I-42.34 “Performance Unit”means an Award under Article 9 herein and subject to the terms of this Plan, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.2.35 “Period of Restriction”means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8.2.36 “Person”shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.2.37 “Plan”means the Belden Inc. 2011 Long Term Incentive Plan.2.38 “Plan Year”means the calendar year.2.39 “Prior Plan”means the Company’s 2001 Long-Term Performance Incentive Plan, as amended.2.40 “Restricted Stock”means an Award granted to a Participant pursuant to Article 8.2.41 “Restricted Stock Unit”means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the Participant on the date of grant.2.42 “Share”means a share of common stock of the Company.2.43 “Stock Appreciation Right”or“SAR” means an Award, designated as an SAR, pursuant to the terms of Article 7 herein.2.44 “Stock-Based Award”means any Award other than a Cash-Based Award.2.45 “Subsidiary”means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.2.46 “Tandem SAR”means an SAR that is granted in connection with a related Option pursuant to Article 7 herein, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be canceled).Article 3. Administration3.1 General. The Committee shall be responsible for administering this Plan, subject to this Article 3 and the other provisions of this Plan. The Committee may consult with attorneys, consultants, accountants, agents, and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested individuals.3.2 Authority of the Committee. The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of this Plan and any Award Agreement or other agreement or document ancillary to or in connection with this Plan, to determine eligibility for Awards and to adopt such rules, regulations, forms, instruments, and guidelines for administering this Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including the terms and conditions set forth in Award Agreements, granting Awards as an alternative to or as the form of payment for grants or rights earned or due under compensation plans or arrangements of the Company, and, subject to Article 18, adopting modifications and amendments to this Plan or any Award Agreement, including without limitation, any that are necessary to comply with the laws of the countries and other jurisdictions in which the Company, its Affiliates,and/or its Subsidiaries operate.3.3 Delegation. The Committee may delegate to one or more of its members or to one or more officers of the Company,and/or its Subsidiaries and Affiliates or to one or more agents or advisors suchI-5administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards and (b) determine the size of any such Awards; provided, however, (i) the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee who is considered an Insider; (ii) the resolution providing such authorization sets forth the total number of Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.Article 4. Shares Subject to this Plan and Maximum Awards4.1 Number of Shares Available for Awards.(a) Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for grant to Participants under this Plan (the “Share Authorization”) shall be:(i) 4,000,000, of which 4,000,000 shall be eligible to be issued as Incentive Stock Options, plus(ii) Any Shares subject to outstanding awards under the Prior Plan as of the Effective Date that on or after the Effective Date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable Shares).(b) To the extent that a Share is granted pursuant to a Full Value Award, it shall reduce the Share Authorization by one and ninety one hundredths (1.90) Shares; and, to the extent that a Share is granted pursuant to an Award other than a Full Value Award, it shall reduce the Share Authorization by one (1) Share.(c) Subject to the limit set forth in Section 4.1(a) on the number of Shares that may be granted in the aggregate under this Plan, the maximum number of shares that may be granted to Nonemployee Directors shall be seven hundred fifty thousand (750,000) Shares, and no Nonemployee Director may receive Awards subject to more than fifteen thousand (15,000) Shares in any Plan Year.(d) Any Full Value Awards which vest on the basis of the Participant’s continued employment with or provision of service to the Company shall not provide for vesting which is any more rapid than annual pro rata vesting over a three (3) year period and any Full Value Awards which vest upon the attainment of performance goals shall provide for a Performance Period of at least twelve (12) months.4.2 Share Usage. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan; additionally, Shares related to an Award of Restricted Stock that are forfeited shall again be available for grant under this Plan. However, the full number of Stock Appreciation Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued upon settlement of such Stock Appreciation Rights. Furthermore, any Shares withheld to satisfy tax withholding obligations on an Award issued under the Plan, Shares tendered to pay the exercise price of an Award under the Plan, and Shares repurchased on the open market with the proceeds of an Option exercise will no longer be eligible to be again available for grant under this Plan. The Shares available for issuance under this Plan may be authorized and unissued Shares or treasury Shares.4.3 Annual Award Limits. Unless and until the Committee determines that an Award to a Covered Employee shall not be designed to qualify as Performance-Based Compensation, the following limitsI-6(each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of such Awards under this Plan:(a) Stock-Based Awards. The maximum aggregate number of Shares subject to Stock-Based Awards granted in any one Plan Year to any one Participant shall be four hundred thousand (400,000) plus the amount of the Participant’s unused applicable Annual Award Limit for Options and for SARs as of the close of the previous Plan Year.(b) Cash-Based Awards. The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed five million dollars ($5,000,000) plus the amount of the Participant’s unused applicable Annual Award Limit for Cash-Based Awards as of the close of the previous Plan Year.4.4 Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to,had a change in circumstances that might make them available to serve on the Shares of the Company or the capitalization of the Company) after the Effective Date such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, special cash dividend, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall appropriately and equitably substitute or adjust, as applicable, the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards.shall also, make appropriate and equitable adjustments in the terms of any Awards under this Plan to reflect such changes or distributions and to modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.Subject to the provisions of Article 18, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with the ISO rules under Section 422 of the Code, where applicable.Article 5. Eligibility and Participation5.1 Eligibility. Individuals eligible to participate in this Plan include all Employees and Directors.5.2 Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time, select from all eligible individuals, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.Article 6. Stock Options6.1 Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion; provided that ISOs may be granted only to eligible Employees of the Company, its Affiliatesand/or its Subsidiaries (as permitted under Code Section 422).6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO.I-76.3 Option Price. The Option Price for each grant of an Option under this Plan shall be as determined by the Committee and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as of the date of grant.6.4 Term of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.6.6 Payment. Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price (provided that except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Participant for at least six (6) months (or such other period, if any, as the Committee may permit) prior to their tender to satisfy the Option Price if acquired under this Plan or any other compensation plan maintained by the Company, or have been purchased on the open market); (c) by a combination of (a) and (b); or (d) any other method approved or accepted by the Committee in its sole discretion, including, without limitation, if the Committee so determines, a cashless (broker-assisted) exercise.Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listedand/or traded, or under any blue sky or state securities laws applicable to such Shares.6.8 Termination of Employment. Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the Company, its Affiliates,and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.6.9 Transferability of Options.(a) Incentive Stock Options. No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under this Article 6 shall be exercisable during his lifetime only by such Participant.(b) Nonqualified Stock Options. Under no circumstances may a Participant transfer an NQSO to another Person for consideration. Subject to the foregoing, and except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, no NQSO grantedI-8under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided that the Board or Committee may permit further transferability, on a general or a specific basis, and may impose conditions and limitations on any permitted transferability. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, or unless the Board or Committee decides to permit further transferability, all NQSOs granted to a Participant under this Article 6 shall be exercisable during his lifetime only by such Participant. With respect to those NQSOs, if any, that are permitted to be transferred to another individual, references in this Plan to exercise or payment of the Option Price by the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.6.10 Notification of Disqualifying Disposition. If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10) days thereof.Article 7. Stock Appreciation Rights7.1 Grant of SARs. Subject to the terms and conditions of this Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SARs.Subject to the terms and conditions of this Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of this Plan, in determining the terms and conditions pertaining to such SARs.The Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and shall be specified in the Award Agreement; provided, however, the Grant Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as of the date of grant. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option.7.2 SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine.7.3 Term of SAR. The term of an SAR granted under this Plan shall be determined by the Committee, in its sole discretion, and except as determined otherwise by the Committee and specified in the SAR Award Agreement, no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant.7.4 Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.7.5. Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable.7.6 Settlement of SAR Amount. Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:(a) The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by(b) The number of Shares with respect to which the SAR is exercised.The payment upon SAR exercise shall be in Shares.7.7 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates,and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into withI-9Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.7.8 Transferability of SARs. Under no circumstances may a Participant transfer an SAR to another Person for consideration. Subject to the foregoing, and except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, no SAR granted under this Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, all SARs granted to a Participant under this Plan shall be exercisable during his lifetime only by such Participant. With respect to those SARs, if any, that are permitted to be transferred to another individual, references in this Plan to exercise of the SAR by the Participant or payment of any amount to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.7.9 Other Restrictions. The Committee shall impose such other conditionsand/or restrictions on any Shares received upon exercise of an SAR granted pursuant to this Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of an SAR for a specified period of time.Article 8. Restricted Stock and Restricted Stock Units8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stockand/or Restricted Stock Units to Participantsengage firms that specialize in such amounts asidentifying director candidates. As described above, the Committee shall determine. Restricted Stock Units shallwill also consider candidates recommended by stockholders.similarconsidered further. If the Committee determines that the candidate warrants further consideration, the Chairman or another member of the Committee may contact the person. Generally, if the person expresses a willingness to Restricted Stock except that no Shares are actually awardedbe considered and to the Participantserve on the dateBoard, the Committee will request information from the candidate, review the person’s accomplishments and qualifications, and conduct one or more interviews with the candidate. In certain instances, Committee members may contact one or more references provided by the candidate or may contact other members of grant.8.2 Restricted Stockthe business community or Restricted Stock Unit Agreement. Each Restricted Stockand/other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Committee’s evaluation process will not vary based on whether or Restricted Stock Unit grant shall be evidenced not a candidate is recommended by an Award Agreement that shall specifya stockholder, although, as stated above, the Period(s) of Restriction,Board may take into consideration the number of Sharesshares held by the recommending stockholder and the length of Restricted Stocktime that such shares have been held.Page 50 Belden Inc. 2014 Proxy Statement Category 2013 ACIP – First Half Threshold Target Actual Score 64,800 81,000 82,492 1.05 117,600 147,000 142,264 0.92 9,000 18,000 21,655 1.21 Category 2013 ACIP – Second Half Threshold Target Actual Score 69,600 87,000 82,647 0.88 123,200 154,000 145,906 0.87 9,000 18,000 31,884 1.77 44,400 55,500 54,423 0.95 3,300 6,600 7,821 1.19 22,720 28,400 26,303 0.82 1,150 2,300 (1,600) 0.00 the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.8.3 Transferability. Except as provided in this Plan or an Award Agreement, the Shares of Restricted Stockand/or Restricted Stock Units granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established bybusiness platform (i.e., Industrial Connectivity for Mr. Gusenleitner and Industrial IT with respect to Mr. Trivedi).Committee and specified inrevenue that the Award Agreement (and in the case of Restricted Stock Units until the date of deliveryCompany, whether on a consolidated basis or other payment), or upon earlier satisfaction of any other conditions, as specified by the Committee, in its sole discretion, and set forth in the Award Agreement or otherwise at any time by the Committee. All rights with respect to the Restricted Stockand/or Restricted Stock Units grantedapplicable business platform, compared to a Participant under this Plan shall be available during his lifetime onlythe revenue from the same period the previous year, excluding revenue changes due to such Participant, except as otherwise providedacquisitions and divestitures, changes in an Award Agreement or at any time by the Committee.8.4 Other Restrictions. The Committee shall impose such other conditionsand/or restrictionscopper prices, changes in foreign currency exchange rates, actual market growth (as measured based on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions,and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units.To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stockthird-party sources), changes in channel inventory and changes in the Company’s possession until such time as all conditionsand/or restrictions applicable to such Shares have been satisfied or lapse.Except as otherwise provided in this Article 8, Sharesnumber of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), andI-10Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion shall determine.8.5 Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.4, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion:“The sale or transfer of Shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Belden Inc. 2011 Long Term Incentive Plan, and in the associated Award Agreement. A copy of this Plan and such Award Agreement may be obtained from Belden Inc.”8.6 Voting Rights. Unless otherwise determined by the Committee and set forthdays in a Participant’s Award Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.8.7 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stockand/or Restricted Stock Units following termination of the Participant’s employment with or provision of services to the Company, its Affiliates,and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.8.8 Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company.Article 9. Belden Inc. 2014 Proxy StatementPerformance Shares/Performance UnitsPage I-19.1 Grant of Performance Shares/Performance Units. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Performance Sharesand/or Performance Units to Participants in such amounts and upon such terms as the Committee shall determine.9.2 Value of Performance Shares/Performance Units. Each Performance Share shall have an initial value equal to the Fair Market Value ofShare as of the date of grant. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant (for example, the Committee could grant 1,000 units to a participant and determine their value at $1.00 per unit). The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the numberand/or value of Performance Shares/Performance Units that will be paid out to the Participant.9.3 Earning of Performance Shares/Performance Units. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Shares/Performance Units shall be entitled to receive payout on the value and number of Performance Shares/Performance Units earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.9.4 Form and Timing of Payment of Performance Shares/Performance Units. Payment of earned Performance Shares/Performance Units shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Shares/Performance Units in the form of Shares or in cash (or in a combination thereof) equal to the value of the earned Performance Shares/Performance Units at the closesummary of the applicable Performance Period, or as soon as practicable after the endperformance factors and weighting percentages for each NEO and a calculation of the Performance Period. Any Shares may be granted subjecteach NEO’s applicable Financial Factor for each performance period (rounded to any restrictionsI-11All NEOs – 2013 First Half Category Score Weighting Contribution to Financial Factor 1.05 50 % 0.53 0.92 25 % 0.23 1.21 25 % 0.30 1.06 Messrs. Stroup, Derksen and Bloomfield – 2013 Second Half Category Score Weighting Contribution to Financial Factor 0.88 50 % 0.44 0.87 25 % 0.22 1.77 25 % 0.44 1.10 Mr. Gusenleitner – 2013 Second Half Category Score Weighting Contribution to Financial Factor 0.95 37.5 % 0.36 1.19 12.5 % 0.15 0.62 25 % 0.16 1.10 25 % 0.28 0.95 Mr. Trivedi – 2013 Second Half Category Score Weighting Contribution to Financial Factor 0.82 37.5 % 0.31 0.00 12.5 % 0.00 1.01 25 % 0.25 1.10 25 % 0.28 0.84 deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.9.5 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Sharesand/or Performance Units following termination of the Participant’s employment with or provision of services to the Company, its Affiliates,and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards of Performance Shares or Performance Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.9.6 Transferability of Performance Shares/Performance Units. Except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, Performance Shares/Performance Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, a Participant’s rights under this Plan shall be exercisable during his lifetime only by such Participant.Article 10. Page I-2Cash-Based Awards and Other Stock-Based AwardsBelden Inc. 2014 Proxy Statement10.1 Grant of Cash-Based Awards. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms, including the achievement of specific performance goals, as the Committee may determine.10.2 Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.10.3 Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish performance goals, the numberand/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met.10.4 Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines.10.5 Termination of Employment. The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of services to the Company, its Affiliates,and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an Award Agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.10.6 Transferability of Cash-Based and Other Stock-Based Awards. Except as otherwise determined by the Committee, neither Cash-Based Awards nor Other Stock-Based Awards may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided by the Committee, a Participant’s rights under this Plan, if exercisable, shall be exercisable during his lifetime only by such Participant. With respect to those Cash-Based Awards or Other Stock-Based Awards, if any, that are permitted to be transferred to another individual, references in this Plan to exercise or payment of such Awards by or to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.I-12Article 11 Performance Measures11.1 Performance Measures. The performance goals upon which the payment or vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance Measures:(a) Net sales or revenue growth;(b) Return measures (including, but not limited to return on invested capital, assets, capital, equity, sales);(c) Gross profit margin;(d) Operating expense ratios;(e) Operating expense targets;(f) Productivity ratios;(g) Operating income;(h) Gross or operating margins;(i) Earnings before or after taxes, interest, depreciationand/or amortization;(j) Net earnings or net income (before or after taxes);(k) Earnings per share;(l) Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);(m) Working capital targets;(n) Organic or inorganic growth;(o) Capital expenditures;(p) Share price (including, but not limited to, growth measures and total shareholder return);(q) Appreciation in the fair market value or book value of the common stock;(r) Economic value added (net operating profit after tax minus the sum of capital multiplied by the cost of the capital);(s) Total stockholder return;(t) Debt to equity ratio / debt levels;(u) Customer satisfaction / service (relative improvement);(v) Market share;(w) Employee satisfaction / engagement;(x) Employee retention / attrition;(y) Safety;(z) Diversity; and(aa) Inventory control / efficiency.Any Performance Measure(s) may be used to measure the performance of the Company, Affiliate,and/or Subsidiary as a whole or any business unit of the Company, Affiliate,and/or Subsidiary or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (j) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 11.11.2 Evaluation of Performance. The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items as described in FASB Accounting Standards Codification225-20 – Extraordinary and Unusual Itemsand/or in Management’s Discussion and Analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (f) acquisitions or divestitures, and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affectI-13Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.11.3 Adjustment of Performance-Based Compensation. Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis or any combination, as the Committee determines.11.4 Committee Discretion. In the event that applicable taxand/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 11.1.Article 12. Nonemployee Director AwardsThe Board or Committee shall determine all Awards to Nonemployee Directors. The terms and conditions of any grant to any such Nonemployee Director shall be set forth in an Award Agreement.Article 13. Substitution AwardsAwards may be granted under the Plan from time to time in substitution for stock options and other awards held by employees or directors of other entities who are about to become Employees, whose employer is about to become an Affiliate as the result of a merger or consolidation of the Company with another corporation, or the acquisition by the Company of substantially all the assets of another corporation, or the acquisition by the Company of at least fifty percent (50%) of the issued and outstanding stock of another corporation as the result of which such other corporation will become a Subsidiary. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in the Plan to such extent as the Board at the time of grant may deem appropriate for the plan to remain consistent with Code Section 409A, in whole or in part, to the provisions of the award in substitution for which they are granted.Article 14. Dividend EquivalentsUnless otherwise provided by the Committee, dividend equivalents shall be granted for each Full Value Award not entitled to dividends based on the dividends declared on Shares that are subject to such Full Value Award, to be credited as of dividend payment dates, during the period between the date the Full Value Award is granted and the date the Full Value Award is exercised, vests or expires. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Committee. Under no circumstances may dividend equivalents be granted for any Option, SAR or Full Value Award dependent up on achievement of one or more Performance Measures.Article 15. Beneficiary DesignationEach Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.Article 16 Rights of Participants16.1 Employment. Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Affiliates,and/or its Subsidiaries, to terminate any Participant’s employmentI-14or service on the Board or to the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director for any specified period of time.Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, its Affiliates,and/or its Subsidiaries and, accordingly, subject to Articles 3 and 18, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company, its Affiliates,and/or its Subsidiaries.16.2 Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.16.3 Rights as a Shareholder. Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.Article 17. Change in ControlExcept as otherwise provided at the time of grant in the certificate, notice or agreement relating to a particular Award, if a Change in Control occurs, then:(i) the Participant’s Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Cash-Based Awards, or Other Stock-Based Awards that were forfeitable shall, unless otherwise determined by the Committee, become nonforfeitable and, to the extent applicable, shall be converted into Shares; provided, that for any Award which is performance-based, it shall be assumed for purposes of determining such payout or conversion that performance was “at target” for the applicable Performance Period, and(ii) any unexercised Option or SAR, whether or not exercisable on the date of such Change in Control, shall thereupon be fully exercisable and may be exercised, in whole or in part.Article 18. Amendment, Modification, Suspension, and Termination18.1 Amendment, Modification, Suspension, and Termination. Subject to Section 18.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate this Plan and any Award Agreement in whole or in part; provided, however, that, without the prior approval of the Company’s shareholders and except as provided in Section 4.4, Options or SARs issued under this Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option or the Grant Price of a previously granted SAR, and no amendment of this Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule, including, but not limited to, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if applicable, the New York Stock Exchange Listed Company Manual rules.18.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (it being understood that the events described in Section 4.4 shall result in mandatory adjustment) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.18.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary (other than Section 18.4), no termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the Participant holding such Award.18.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Board of Directors may amend the Plan or an Award Agreement, to take effect retroactively orI-15otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder.Article 19. Withholding19.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.19.2 Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing or electronically, and signed or acknowledged electronically by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.Article 20. SuccessorsAll obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the businessand/or assets of the Company.Article 21. General Provisions21.1 Forfeiture Events.(a) The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company, Affiliate,and/or Subsidiary, violation of material Company, Affiliate,and/or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates,and/or its Subsidiaries.(b) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve-(12-) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.21.2 Legend. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer of such Shares.I-1621.3 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.21.4 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.21.5 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.21.6 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:(a) Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and(b) Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.21.7 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.21.8 Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.21.9 Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the contrary, in order to comply with the laws in other countries in which the Company, its Affiliates,and/or its Subsidiaries operate or have Employeesand/or Directors, the Committee, in its sole discretion, shall have the power and authority to:(a) Determine which Affiliatesand/or Subsidiaries shall be covered by this Plan;(b) Determine which Employeesand/or Directors outside the United States are eligible to participate in this Plan;(c) Modify the terms and conditions of any Award granted to Employeesand/or Directors outside the United States to comply with applicable foreign laws;(d) Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 21.9 by the Committee shall be attached to this Plan document as appendices; and(e) Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law.21.10 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on an uncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.21.11 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company,and/or its Affiliates,and/or its Subsidiaries may make to aid it in meeting itsI-17obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any person acquires a right to receive payments from the Company, its Affiliates,and/or its Subsidiaries under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company, an Affiliate, or a Subsidiary, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, an Affiliate, or a Subsidiary, as the case may be and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan.21.12 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.21.13 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Affiliate’s or Subsidiary’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.21.14 Compliance with Code Section 409A.(a) In General. The Plan is intended to be administered in a manner consistent with the requirements, where applicable, of Code Section 409A. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to such Section 409A. Notwithstanding the foregoing, neither the Company nor the Committee shall have any liability to any person in the event such Section 409A applies to any such Award in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transferees.(b) Elective Deferrals. No elective deferrals or re-deferrals of compensation (as defined under Code Section 409Aand/or guidance thereto) other than in regard to Restricted Stock Units are permitted under this Plan.(c) Applicable Requirements. To the extent any of the Awards granted under this Plan are deemed “deferred compensation” and hence subject to Code Section 409A, the following rules shall apply to such Awards:(i) Mandatory Deferrals. If the Company decides that the payment of compensation under this Plan shall be deferred within the meaning of Code Section 409A, then, except as provided pursuant to Treas. Reg. 1.409A-1(b)(4)(ii), at grant of the Award to which such compensation payment relates, the Company shall specify the date(s) at which such compensation will be paid in the Award Agreement.(ii) Initial Deferral Elections. For Awards of Restricted Stock Units where the Participant is given the opportunity to elect the timing and form of the payment of the underlying Shares at some future time once any requirements have been satisfied, the Participant must make his or her initial deferral election for such Award in accordance with the requirements of Code Section 409A,i.e.,within thirty (30) days of first becoming eligible to receive such award or prior to the start of the year in which the Award is granted to the Participant, in each case pursuant to the requirements of Code Section 409A and Treas. Reg. Section 1.409A-2.(iii) Subsequent Deferral Elections. To the extent the Company or Committee decides to permit compensation subject to Code Section 409A to be re-deferred pursuant to Treas. Reg. 1.409A-2(b), then the following conditions must be met: (1) such election will not take effect until at least 12 months after the date on which it is made; (2) in the case of anI-18election not related to a payment on account of disability, death, or an unforeseeable emergency, the payment with respect to which such election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been paid; and, (3) any election related to a payment at a specified time or pursuant to a fixed schedule (within the meaning of Treas. Reg. 1.409A-3(a)(4)) must be made not less than 12 months before the date the payment is scheduled to be paid.(iv) Timing of Payments. Payment(s) of compensation that is subject to Code Section 409A shall only be made upon an event or at a time set forth in Treas. Reg. 1.409A-3,i.e.,the Participant’s separation from service, the Participant’s becoming disabled, the Participant’s death, at a time or a fixed schedule specified in the Plan or an Award Agreement, a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation, or the occurrence of an unforeseeable emergency.(v) Certain Delayed Payments. Notwithstanding the foregoing, to the extent an amount was intended to be paid such that it would have qualified as a short-term deferral under Code Section 409A and the applicable regulations, then such payment is or could be delayed if the requirements of Treas. Reg. 1.409A-1(b)(4)(ii) are met.(vi) Acceleration of Payment. Any payment made under this Plan to which Code Section 409A applies may not be accelerated, except in accordance with Treas. Reg. 1.409A-3(j)(4),i.e.,upon a Participant’s separation from service, the Participant becomes disabled, the Participant’s death, a change of ownership or effective control, or in the ownership of a substantial portion of the assets, or upon an unforeseeable emergency (all as detailed in Treas. Reg. 1.409A-3(a)).(vii) Payments upon a Change in Control. Notwithstanding any provision of this Plan to the contrary, to the extent an Award subject to Code Section 409A shall be deemed to be vested or restrictions lapse, expire or terminate upon the occurrence of a Change in Control and such Change in Control does not constitute a “change in the ownership or effective control” or a “change in the ownership or a substantial portion of the assets” of the Company within the meaning of Code Section 409A(a)(2)(A)(v), then even though such Award may be deemed to be vested or restrictions lapse, expire or terminate upon the occurrence of the Change in Control or any other provision of this Plan, payment will be made, to the extent necessary to comply with the provisions of Code Section 409A, to the Participant on the earliest of: (i) the Participant’s “separation from service” with the Company (determined in accordance with Code Section 409A), (ii) the date payment otherwise would have been made pursuant to the regular payment terms of the Award in the absence of any provisions in this Plan to the contrary (provided such date is permissible under Code Section 409A), or (iii) the Participant’s death.(viii) Payments to Specified Employees. Payments due to a Participant who is a “specified employee” within the meaning of Code Section 409A on account of the Participant’s “separation from service” with the Company (determined in accordance with Code Section 409A) shall be made on the date that is six months after the date of Participant’s separation from service or, if earlier, the Participant’s date of death.(d) Deferrals to Preserve Deductibility under Code Section 162(m). The Committee may postpone the exercising of Awards, the issuance or delivery of Shares under any Award or any action permitted under the Plan to prevent the Company or any Subsidiary from being denied a Federal income tax deduction with respect to any Award other than an ISO as a result of Code Section 162(m), in accordance with Treas. Reg. 1.409A-1(b)(4)(ii). In such case, payment of such deferred amounts must be made as soon as reasonably practicable following the first date on which the Companyand/or Subsidiary anticipates or reasonably should anticipate that, if the payment were made on such date, the Company’sI-19and/or Subsidiary’s deduction with respect to such payment would no longer be restricted due to the application of Code Section 162(m).(e) Determining “Controlled Group”. In order to determine for purposes of Code Section 409A whether a Participant or eligible individual is employed by a member of the Company’s controlled group of corporations under Code Section 414(b) (or by a member of a group of trades or businesses under common control with the Company under Code Section 414(c)) and, therefore, whether the Shares that are or have been purchased by or awarded under this Plan to the Participant are shares of “service recipient” stock within the meaning of Code Section 409A:(i) In applying Code Section 1563(a)(1), (2) and (3) for purposes of determining the Company’s controlled group under Code Section 414(b), the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Code Section 1563(a)(1), (2) and (3);(ii) In applying TreasuryRegulation Section 1.414(c)-2 for purposes of determining trades or businesses under common control with the Corporation for purposes of Code Section 414(c), the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Treasury RegulationSection 1.414(c)-2; and(iii) Notwithstanding the above, to the extent that the Company finds that legitimate business criteria exist within the meaning of Treas. Reg. 1.409A-1(b)(5)(iii)(E)(1), then the language “at least 50 percent” in clause (i) and (ii) above shall instead be “at least 20 percent.”21.15 Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.21.16 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (i) limit, impair, or otherwise affect the Company’s or an Affiliate’s or a Subsidiary’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (ii) limit the right or power of the Company or an Affiliate or a Subsidiary to take any action which such entity deems to be necessary or appropriate.21.17 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Delaware to resolve any and all issues that may arise out of or relate to this Plan or any related Award Agreement.21.18 Effect of Disposition of Facility or Operating Unit. In the event that the Company or any of its Affiliatesand/or Subsidiaries closes or disposes of the facility at which a Participant is located or the Company or any of its Affiliatesand/or Subsidiaries diminish or eliminate ownership interests in any operating unit of the Company or any of its Affiliatesand/or Subsidiaries so that such operating unit ceases to be majority owned by the Company or any of its Affiliatesand/or Subsidiaries, then, with respect to Awards held by Participants who subsequent to such event will not be Employees, the Committee may, to the extent consistent with Code Section 409A (if applicable), (i) accelerate the exercisability of Awards to the extent not yet otherwise exercisable or remove any restrictions applicable to any Awards; and (ii) extend the period during which Awards will be exercisable to a date subsequent to the date when such Awards would otherwise have expired by reason of the termination of such Participant’s employment with the Company or any of its Affiliatesand/or Subsidiaries (but in no event to a date later than the expiration date of the Awards or the fifth anniversary of the transaction in which such facility closes or operating unit ceases). If the Committee takes no special action with respect to any disposition of a facility or an operating unit, then the terms and conditions of the Award Agreement and the other terms and conditions of this Plan shall control.I-2021.19 Indemnification. Subject to requirements of Delaware law, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf, unless such loss, cost, liability, or expense is a result of his own willful misconduct or except as expressly provided by statute.The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.I-21*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 18, 2011. BELDEN INC. BELDEN INC. 7733 FORSYTH BLVD., SUITE 800 ST. LOUIS, MO 63105 Meeting Information Meeting Type: Annual Meeting For holders as of: March 23, 2011 Date: May 18, 2011 Time: 11:00 AM CDT Location: Saint Louis Club, Pierre Laclede Center The Lewis & Clark Room 16th Floor 7701 Forsyth Blvd. St. Louis, MO 63105 You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions.Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 4, 2011 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.Voting Items The Board of Directors recommends you vote FOR the following: 1. To elect eleven directors, each for a term of one year. 01) David Aldrich 07) George Minnich 02) Lance C. Balk 08) John M. Monter 03) Judy L. Brown 09) Bernard G. Rethore 04) Bryan C. Cressey 10) John S. Stroup 05) Glenn Kalnasy 11) Dean Yoost 06) Mary S. McLeod The Board of Directors recommends you vote FOR the following proposal: 2. Advisory vote on executive compensation. The Board of Directors recommends you vote 3 years on the following proposal: 3. To recommend, by non-binding vote, the frequency of executive compensation votes. The Board of Directors recommends you vote FOR the following proposal: 4. Proposal to approve the Belden Inc. 2011 Long Term Incentive Plan. To act upon such other business as may properly come before the meeting.BELDEN INC. 7733 FORSYTH BLVD., SUITE 800 ST. LOUIS, MO 63105 INSTRUCTIONS FOR VOTING YOUR PROXY Belden Inc. encourages you to take advantage of a cost-effective, convenient way to vote the shares. You may vote your proxy 24 hours a day, 7 days a week using either a touch-tone telephone or the Internet. Your telephone or Internet vote must be received no later than 11:59 p.m. Eastern Time on May 17, 2011, and authorizes the proxies named on the proxy card on the reverse side to vote these shares in the same manner as if you marked, signed and returned your proxy card. If you vote by telephone or Internet, do not return your proxy card by mail. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY INTERNET —- www.proxyvote.comp.m.P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.Belden Inc.,Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M33738-P04471 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY BELDENFor
AllWithhold
AllFor All
Except All All Except nominee(s), mark “For AllThe Board of Directors recommends you vote number(s) of FOR the following: 1. To elect eleven directors, each for a term of one year. 0 0 0 01) David Aldrich 07) George Minnich 02) Lance C. Balk 08) John M. Monter 03) Judy L. Brown 09) Bernard G. Rethore 04) Bryan C. Cressey 10) John S. Stroup 05) Glenn Kalnasy 11) Dean Yoost 06) Mary S. McLeod 1. Election of Directors ¨ ¨ ¨ Nominees Glenn Kalnasy 07 George Minnich 08 John M. Monter 09 John S. Stroup For Against Abstain following proposal: For Against Abstain For Against Abstain following proposal: 2. appointment of Ernst & Young as the Company’s independent registered public accounting firm for 2014.on executive compensation. 0 0 0 4. Proposal to approve the Belden Inc. 2011 Long Term 0 0 0 Incentive Plan. The Board of Directors recommends younamed executive officer compensation. 1 Year 2 Years 3 Years Abstain 3 years on the following proposal: To act upon such other business as may properly come before 3. To recommend, by non-binding vote, the 0 0 0 0 the meeting. frequency of executive compensation votes. (Please sign exactly as name appears on your proxy card. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.) PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Yes No Please indicate if you plan to attend this meeting. 0 0meeting¨ ¨ Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. M33739-P04471 PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS18, 2011 28, 2014 and Christopher E. Allen and Brian E. Anderson, as proxies, acting jointly or severally and with full power of substitution, for and in the name of the undersigned to vote at the Annual Meeting of Stockholders to be held on May 18, 2011,28, 2014, beginning at 11:00 a.m.12:30 p.m., local time, at the Lewis & ClarkMississippi Room 16thon the 8th Floor of the SaintFour Seasons Hotel St. Louis, Club, Pierre Laclede Center, 7701 Forsyth Blvd.,999 North 2nd Street, St. Louis, Missouri 6310563102 and at any adjournments or postponements thereof, as directed, on the matters set forth in the accompanying Proxy Statement and on all other matters that may properly come before the Annual Meeting, including on a motion to adjourn or postpone the Annual Meeting to another time or place (or both) for the purpose of soliciting additional proxies.6, 2011,15, 2014, and the Annual Report to Stockholders for the year ended December 31, 2010. SEE REVERSE SIDE2013.Meeting Information Meeting Type: Annual Meeting For holders as of: April 04, 2014 Date: May 28, 2014 Time: 12:30 PM CDT Location: Four Seasons Hotel St. Louis See the reverse side of this notice to obtain proxy materials and voting instructions. Broadridge Internal Use Only Envelope # Sequence # # of # Sequence # Voting items The Board of Directors recommends you vote FOR the following: Nominees 01 David Aldrich 02 Lance C. Balk 03 Steven W. Berglund 04 Judy L. Brown 05 Bryan C. Cressey 06 Glenn Kalnasy 07 George Minnich 08 John M. Monter 09 John S. Stroup Reserved for Broadridge Internal Control Information Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence #