| ● | We use for benchmarking purposes, the design of our annual cash incentiveperformance and long-term incentive programs, and our executive employment agreements. For its compensation consulting in 2015, we paid Deloitte Consulting $162,797.In 2015, our financial management separately engaged affiliates of Deloitte Consultingreview process to perform other services involving internal controls auditing, tax consulting and acquisition due diligence. For these non-compensation related services, we paid Deloitte $2,988,411. The Compensation Committee did not approve these charges prior to their incurrence, but considered them in connection with Deloitte Consulting’s retention for 2016. 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, which compares our executive compensation to both the companiesassess performance in the comparator group described belowyear and allocate greater reward to broader market survey data. The Committee also considersthose who deliver the highest performance relative to other available market survey data on executive compensation philosophy, strategymembers of a particular team; and design. The Company’s compensation philosophy is to target base salaries at the 50th percentile of the competitive market. Individual executives may have base salaries above or below the target based on their individual performances, internal equity and experience. As discussed above, at-risk incentive compensation components have the potential to reward our executives at levels above industry medians, but only when the Company is outperforming the industry.
The Committee chose our comparator group from companies in the primary industry segments in which the Company operates and competes for talent.
The comparator group companies for 2015 were as follows:
| | | | | Acuity Brands, Inc.
| | Curtiss-Wright Corporation | | Regal Beloit Corporation | Amphenol Corporation
| | General Cable Corporation | | Roper Industries, Inc. | Anixter International Inc.
| | Hexcel Corporation | | Viavi Solutions Inc. | A.O. Smith Corporation
| | Hubbell Incorporated | | Wesco International, Inc. | Carlisle Companies Incorporated
| | IDEX Corporation | | |
ISS
| ● | We provide honest and Glass-Lewis independently develop and publish peer groups that they usetimely feedback to analyze our compensation. It is noteworthy that of the 14 companies in our comparator group, 12 were chosen by ISS, Glass-Lewis, or both, as appropriate peer companies. The Committee considers the comparator group competitive pay analysis and survey data as non-determinative data points in making its pay decisions. The approach to pay decisions is not formulaic and the Committee, basedeach other on advice from Deloitte Consulting, exercises judgment in making them.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 February 2016,opportunities to continuously improve, so that everyone has the Committee concluded thatopportunity to be the very best at what they do.
|
We believe that this philosophy has provided an appropriate balance to drive continuous improvement while retaining high performers through challenging times. More importantly, we believe the incentives we provide for achievement without rewarding under-performance contributes to our industry-leading employee engagement while aligning the interests of our managers closely with those of our customers and investors. D. Compensation Design Role of Compensation Consultant Following an analysis based on rules promulgated by the NYSE, the Compensation Committee retained Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant during 2020. Meridian reported directly to the Committee. The Committee generally relies on the independent compensation consultant 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 2020, Meridian provided advice to the Compensation Committee and management in connection with 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 severance and retirement plans. 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 the independent compensation consultant, which compares our executive compensation to both the companies in the comparator group described below and to broader market survey data. The Compensation 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. Individual executives may have base salaries above or below the target based on their individual performances, internal equity and experience. As discussed above, at-risk incentive compensation components have the potential to reward our executives at levels above industry medians, but only when the Company is outperforming the industry. The Compensation Committee chose our comparator group from companies in the primary industry segments in which the Company operates and competes for talent. The comparator group companies for 2020 were as follows: | | | Acuity Brands, Inc. | CommScope Holding Company, Inc. | Regal Beloit Corporation | Amphenol Corporation | Curtiss-Wright Corporation | Rexnord Corporation | Anixter International Inc. | Hexcel Corporation | Roper Technologies, Inc. | A.O. Smith Corporation | Hubbell Incorporated | Viavi Solutions, Inc. | Carlisle Companies Incorporated | IDEX Corporation | Wesco International, Inc. |
| | Page 22 | Belden Inc. 2021 Proxy Statement |
The Compensation Committee considers the comparator group competitive pay analysis and survey data as relevant, but non-determinative data points in making its pay decisions. The approach to pay decisions is not formulaic and the Committee, based on advice from the compensation consultant, exercises judgment in making them. Each year, the Compensation 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 February 2021, the Compensation Committee concluded that the total direct compensation of executive officers, with respect to compensation levels, as well as structure, are consistent with our compensation design and objectives. V. 2020 Compensation Analysis A. Base Salary Adjustments Salaries of executive officers are ordinarily 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 against objective performance measures, the competitive market, the individual’s experience and internal equity. For executives who earn a composite individual performance score of 0.91 or more, base salaries may be adjusted using a merit salary increase matrix, discussed below. An executive who scores less than 0.91 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 by the Committee and, if appropriate, revised to reflect the competitive market, based on the salary survey data noted above. The executive’s salary is classified based on three categories: below market, market and above market. Company-wide, the ranking system, which assigns personal performance factors ranging from 0.5 to 1.5, is designed to take the form of a normal distribution. However, given the uncertainty facing the Company in early 2020 when annual compensation increases are customarily awarded, no NEOs or other Belden associates received annual merit increases in 2020. Instead, Mr. Stroup’s salary was reduced by 50% for the period between May 1, 2020 and December 31, 2020, Mr. Vestjens salary was reduced by 30% during the period between May 1, 2020 and his promotion to President and Chief Executive Officer on May 21, 2020, at which time his salary was reduced by 50% through December 31, 2020. The other NEO’s salaries were reduced by 30% for the period between May 1, 2020 and December 31, 2020, and other Belden associates with base salaries exceeding $100,000 experienced reductions in salary of between 10% and 20% for the period between July 1, 2020 and December 31, 2020. Base salaries were restored to normal levels as of January 1, 2021, and merit increases will be reevaluated during 2021 consistent with past practice and the guidelines described herein. | | | | | | | | | | | | | | | 5/1-5/21/2020 Salary | | | 5/21-12/31/2020 Salary | | Officer | | 1/1/2020 Salary | | | (annualized) | | | (annualized) | | Mr. Stroup | | $ 927,000 | | | $ 463,500 | | | $ 250,000 | | Mr. Vestjens | | $ 525,000 | | | $ 367,500 | | | $ 375,000 | | Mr. Derksen | | $ 584,490 | | | $ 409,143 | | | $ 409,143 | | Mr. Anderson | | $ 381,260 | | | $ 266,882 | | | $ 266,882 | | Mr. Chand | | $ 460,000 | | | $ 322,000 | | | $ 322,000 | | Mr. McKenna | | $ 388,040 | | | $ 271,628 | | | $ 271,628 | |
| | Belden Inc. 2021 Proxy Statement | Page 23 |
Historic Merit Increase Guidelines for Named Executive Officers (not utilized in 2020) | | | | | | | | | | | | | | | | | Personal Performance Factor | |
| Current |
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| | | | Salary as a % of executive officers, with respect to compensation levels, as well as structure, are consistent with our compensation design and objectives. | | | | | | | | | | Current Salary | | Midpoint | | | 0.50–0.90 | | | 0.91–1.10 | | | 1.11–1.50 | Above Market | | | Above 105% | | | 0% | | | 0%-2% | | | 2%-5% | Market | | 95%-105% | | | 0% | | | 0%-3% | | | 4%-8% | Below Market | | Below 95% | | | 0% | | | 3%-5% | | | 6%-10% | Belden Inc. 2016 Proxy Statement | | Page 19 |
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 median of the applicable market data noted above. For example, an executive with an overall ranking of “1.25” who is “above market” will receive a lower salary increase than an executive with a ranking of “1.25” who is “below market”. The named executive officers’ un-reduced salaries as of December 31, 2020 are provided in the following table. Notwithstanding the reduction in salaries from and after May 1, annual cash incentive payments and other compensation schemes that are based on a percentage of salary were measured using the unadjusted number presented below:
| V. 2015 Compensation Analysis
| A.Annual Base Salary Adjustmentsat
| 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:Name
| 1
| December 31, 2020 | | Mr. Stroup | | | $ 500,000 | | Mr. Vestjens | | | $ 750,000 | | Mr. Derksen | | | $ 584,490 | | Mr. Anderson | | | $ 381,260 | | Mr. Chand | | | $ 460,000 | | Mr. McKenna | | | $ 388,040 | | |
B. Annual Cash Incentive Plan Awards Executive officers participate in our annual cash incentive plan. Overall, we had 1,617 employees participate in the plan’s 2020 performance offering. Under the plan, participants earn cash awards based on the achievement of Company and individual performance goals. For 2020, the amount paid under the plan to all participants was approximately $17.912 million or approximately 9.2% of adjusted net income before ACIP expense. This compares to approximately 3.9%, 3.4%, 3.7%, and 7.8% in 2019, 2018, 2017, and 2016, respectively, as shown below: | | | | | | | | | | | | | | | | | (Dollar amounts in thousands) | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | Adjusted Net Income from Continuing Operations | | | $ 123,536 | | | $ 209,974 | | | $ 289,645 | | | $ 265,019 | | | $ 239,975 | | Tax effected ACIP Expense (assuming 30% rate) (a) | | | $ 12,538 | | | $ 8,562 | | | $ 10,128 | | | $ 10,145 | | | $ 20,036 | | Adjusted Net Income Before ACIP Expense (b) | | | $ 136,074 | | | $ 218,536 | | | $ 299,773 | | | $ 275,164 | | | $ 260,281 | | Reflected as a percentage (a divided by b) | | | 9.21% | | | 3.92% | | | 3.38% | | | 3.68% | | | 7.80% | | Form 8-K in which adjusted net income is reconciled to GAAP net income | | | February 10, 2021 | | | February 4, 2020 | | | February 20, 2019 | | | February 1, 2018 | | | February 2, 2017 | |
| | Page 24 | Belden Inc. 2021 Proxy Statement |
A participant’s award (other than Messrs. Stroup and Vestjens) 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 the Chief Executive Officer’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 the Chief Executive Officer’s ACIP award. The Committee desired to avoid any perception that the PPF was simply serving as a second multiplier to the CEO’s award. Given his direct reporting relationship to the Board, the Committee is comfortable that Mr. Vestjens is fully accountable without the need of the additional lever to adjust his ACIP award downward or upward. Target Percentages For 2020, each NEO’s ACIP Target Percentages were as follows: Mr. Stroup–125%, Mr. Vestjens – 130%, Messrs. Derksen and Chand–75%, Messrs. Anderson and McKenna–70%. The target percentage for Mr. Vestjens increased from 75% to 130% upon his promotion to President and CEO on May 21, 2020, and Mr. Stroup’s target percentage was reduced from 130% to 125% upon his appointment as Executive Chairman on May 21, 2020. | | Belden Inc. 2021 Proxy Statement | Page 25 |
Financial Factors Performance targets for calculating the Financial Factors were based on net income from continuing operations, revenue, EBITDA, operating working capital turns and inventory turns. In addition, as discussed further below, the performance stock units (“PSUs”) had performance targets based on relative total stockholder return and free cash flow. As illustrated below, in order to ensure that we are rewarding performance that drives stockholder value, ACIP financial factors and long term equity incentive plan performance targets flow from and support the strategic financial goals we communicate to our investors. 
Performance Factor Determination and Adjustments 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. Management and the Board believe that income from continuing operations and EBITDA are the financial metrics most clearly aligned with the enhancement of stockholder value. Therefore, they are weighted heavily in our consolidated and platform targets. Additionally, revenue growth has been highlighted by our stockholders as a key component of value creation. Consistent with our Lean manufacturing philosophy, continuous improvement in inventory and working capital turnover remains a high corporate priority. 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 2020, threshold, target and maximum levels for the performance factors that make up the Financial Factors were set to challenge management to achieve upper quartile performance, including with respect to consolidated revenue, consolidated net income, and consolidated EBITDA. As mentioned by the Compensation Committee in its letter earlier in this document, second-half Financial Factors were established in July of 2020 to account for changes in the macroeconomic environment that were unforeseeable when the 2020 performance factors were initially adopted. The Financial Factors for the second half of 2020 were determined using the consensus forecast of analysts covering Belden that was developed following our 2020 second quarter earnings release and analyst call. | | Page 26 | Belden Inc. 2021 Proxy Statement |
Officers with company-wide responsibilities (Messrs. Stroup, Vestjens, Derksen, Anderson and McKenna) were measured using consolidated performance. Mr. Chand, as Executive Vice President of Industrial Automation, was compensated based on the performance of the Industrial Automation segment. The applicable factors and weighting percentages are set at the beginning of each performance period as depicted below and illustrated in further detail on Appendix I. Messrs. Stroup, Vestjens, Derksen, Anderson and McKenna | | | | Factor – Least EffectiveFirst Half 2020 | | Weight | Consolidated EBITDA | | | 25% | Consolidated Revenue | | | 25% | Consolidated Working Capital Turns | | | 25% | Consolidated Net Income from Continuing Operations | | | 25% |
Factor – At least 5% of workforceSecond Half 2020 | 2
| Weight | Consolidated EBITDA | | | 25% | Consolidated Revenue | | | 25% | Consolidated Working Capital Turns | | | 25% | Consolidated Net Income from Continuing Operations | | | 25% |
Mr. Chand | | | | Factor – Needs ImprovementFirst Half 2020 | | Weight | Industrial Automation EBITDA | | | 25% | Industrial Automation Revenue | | | 25% | Industrial Automation Inventory Turns | | | 25% | Tripwire Non-renewal bookings | | | 12.5% | Tripwire EBITDA | | | 12.5% |
| | | | Factor – At least 10% of workforceSecond Half 2020 | 3 – Effective-Consistently Meets Expectations –
| Weight | Industrial Automation EBITDA | | | 50% to 70% of workforce | 4 – Highly Valued – Combined with ‘5’, no more than 15% of workforceIndustrial Automation Revenue
| 5 – Exceptional – No more than 5% of workforce
| 2015 Merit Increase Guidelines
| 25% | Industrial Automation Inventory Turns | | | 25% |
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. As stated above, the unprecedented macroeconomic events that occurred in 2020 required that new targets be established for the second half of the year. The Compensation Committee and the Audit Committee meet jointly to analyze and approve the adjustments recommended by management. The Committees agree that it was appropriate to adjust the financial performance targets for these matters to properly capture our operating results and to eliminate the potential for managers delaying strategic decisions beneficial to the Company in the long term (e.g., restructuring) because of the impact of those decisions on short-term financial metrics or benefitting from favorable one-time adjustments or unbudgeted events (such as acquisitions). For each individual financial performance factor, threshold, target and maximum amounts are set by the Compensation Committee. Actual performance at the threshold level is reflected with a Financial Factor score of 0.5, actual performance at the target level is reflected with a Financial Factor score of 1.0 and actual performance at or above the maximum level is reflected with a Financial Factor score of 2.0. Performance between the threshold and target and between the target and maximum are interpolated on a linear basis. Actual performance below the threshold would result in a component score of 0 and the failure to achieve at least threshold performance on the consolidated net income/segment EBITDA component would result in an overall Financial Factor of 0. Because | | Belden Inc. 2021 Proxy Statement | Page 27 |
Financial Factors are capped at 2.0 and because, as described below, he does not have a Personal Performance Factor, Mr. Vestjens ACIP payout cannot mathematically be higher than 200% of his target payout. The performance factor definitions, thresholds, targets and actual results, as well as the applicable weighting and calculations for each NEO are contained in Appendix I, which is incorporated herein by this reference. The applicable 2020 Financial Factors for the first and second halves of 2020 for the NEOs are as follows: | | | | Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | Current Salary | | Current
Salary as a % of
Median | | 1 Least
Effective | | | 2 Needs
Improvement | | | 3 Effective | | | 4 Highly
Valued | | | 5 Exceptional | Above Market | | Above 105% | | | 0 | % | | | 0 | % | | | 0-2 | % | | | 2-4 | % | | 3-5% | At Market | | 95-105% | | | 0 | % | | | 0 | % | | | 0-3 | % | | | 4-6 | % | | 6-8% | Below Market | | Below 95% | | | 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 median of the applicable market 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”.
The named executive officers’ salaries as of December 31, 2015 are provided in the following table:
| | | | | Name | | Annual Base Salary at
December 31, 2015 Officer | | Mr. Stroup
| | $ | 850,000 | | Mr. Derksen
| | $ | 490,740 | | Mr. Pennycook
| | $ | 360,500 | | Mr. Rosenberg
| | $ | 389,890 | | Mr. Vestjens
| | $ | 374,500 | |
| | | Page 20 | | Belden Inc. 2016 Proxy Statement |
B. Annual Cash Incentive Plan Awards
| Executive officers participate in our annual cash incentive plan. Overall, we had 1,935 employees participate in the plan’s 2015 performance offering. Under the plan, participants earn cash awards based on the achievement of Company and individual performance goals. For 2015, the amount paid under the plan to all participants was approximately $22.0 million or approximately 6.7% of adjusted net income before ACIP expense. This compares to approximately 7.7%, 7.3%, 7.2% and 8.1% in 2014, 2013, 2012 and 2011, respectively, as shown below:
| | | | | | | | | | | | (Dollar amounts in thousands) | | 2015 | | 2014 | | 2013 | | 2012 | | 2011 | Adjusted Net Income | | $213,722 | | $186,167 | | $165,139 | | $128,630 | | $114,345 | | Tax effected ACIP Expense (assuming 30% rate) (a) | | $15,400 | | $15,527 | | $12,984 | | $9,909 | | $10,084 | | Adjusted Net Income Before ACIP Expense (b) | | $229,122 | | $201,694 | | $178,123 | | $138,539 | | $124,429 | Reflected as a percentage
(a divided by b) | | 6.72% | | 7.70% | | 7.29% | | 7.15% | | 8.10% | | Form 8-K in which adjusted net income is reconciled to GAAP net income | | February 9,
2016 | | February 5,
2015 | | February 6,
2014 | | February 7,
2013 | | N/A |
A participant’s award (other than the CEO) is computed using the following formula:
ACIP Award = Base Salary X Target Percentage XFirst Half 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 | | 0.00 | | Mr. Vestjens | | 0.00 | | Mr. Derksen | | 0.00 | | Mr. Anderson | | 0.00 | | Mr. Chand | | 0.00 | | Mr. McKenna | | 0.00 | |
| | | | Named Executive Officer |
| Second Half Financial Factor |
| Mr. Stroup | | 1.76 | | Mr. Vestjens | | 1.76 | | Mr. Derksen | | 1.76 | | Mr. Anderson | | 1.76 | | Mr. Chand | | 1.32 | | Mr. McKenna | | 1.76 | |
Personal Performance Factor In addition to the Financial Factor, the ACIP payout for each named executive officer, other than Messrs. Stroup and Vestjens, is modified based on a Personal Performance Factor (“PPF”). As discussed above, the Committee feels that the consolidated Financial Factor is the best reflection of Messrs. Stroup’s and Vestjens’ personal performances and, thus, they do not have a separate PPF. The other NEO’s objectives are agreed upon between the NEO and Mr. Vestjens. At the end of the year, the parties measure progress relative to the objectives, as well as an assessment of how effectively the individual has lived the Company’s values during the year. Mr. Vestjens scores each NEO’s PPF on a scale of 0.50 to 1.50. 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 Mr. Vestjens. The values scoring is, by definition, subjective based on the manager’s observations throughout the year, as well as feedback collected from others inside and outside of the organization. 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. Derksen, as the CFO, had objectives in the areas of talent management, information technology and investor relations performance, but also focused other objectives on areas specific to the finance function, e.g., accounting, tax and capital structure. As global functional leads Messrs. Anderson and McKenna had objectives that connected them to the corporate priorities of stockholder value enhancement, customer satisfaction and sustainable employee engagement. As an Executive Vice President of Belden’s Industrial Automation business, the objectives of Mr. Chand were supportive of goals of the Company’s industrial businesses. His objectives related to the areas of growth, both organic and inorganic, talent management and operational excellence through the continued institution of Lean enterprise principles. The 2020 Personal Performance Factors for the NEOs as recommended by Mr. Vestjens and approved by the Committee ranged from 1.00 to 1.24. | | Page 28 | Belden Inc. 2021 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 awards were paid out following adoption of the Financial Factors and Personal Performance Factors by the Committee in February 2021. | | | |
| 2020 ACIP Award | NEO | | ($) | Mr. Stroup | | 550,000 | Mr. Vestjens | | 858,000 | Mr. Derksen | | 385,763 | Mr. Anderson | | 258,342 | Mr. Chand | | 287,930 | Mr. McKenna | | 282,059 |
C. Long Term Incentive 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. With at least 75% of each executive officer’s (other than Mr. Stroup) LTI grant made up of SARs that have value only if Belden’s stock price increases and PSUs that only convert into Belden shares if certain performance metrics are achieved, the plan emphasizes our Pay-for-Performance. For 2020, executive officers other than Mr. Stroup received 50% of their LTI award (discussed below) under the plan in the form of PSUs, 25% in the form of SARs and 25% in the form of RSUs. Mr. Stroup’s LTI was awarded as 50% PSUs and 50% RSUs. Individual performance, the competitive market, executive experience and internal equity were factors used to determine the total dollar value of SARs, RSUs and PSUs granted to each executive officer in 2020, which we refer to as the “Long-Term Incentive Value”, or “LTI Value”. LTI Value Each executive is assigned a target LTI value (expressed as a % of base salary) based on the factors described above. We then use the following matrix to determine actual grant size as a % of target: | | | | | | | PPF | | 0.85 – 1.15 | | | 1.16 – 1.50 | | Percentage of the additional lever to adjust his ACIP award downward or upward. Target PercentagesLTI For 2015, each NEO’s ACIP Target Percentages were as follows: Mr. Stroup – 130%, Mr. Derksen – 75% and Messrs. Pennycook, Rosenberg and Vestjens – 70%.
| 70% – 120% | | | | Belden Inc. 2016 Proxy Statement | | Page 21 |
Financial Factors
As stated above, performance targets for calculating the Financial Factors were based on net income from continuing operations, EBITDA, share capture, operating working capital turns and inventory turns. In addition, as discussed further below, the performance stock units (“PSUs”) had performance targets based on relative total stockholder return and free cash flow. In order to ensure that we are rewarding performance that drives stockholder value, these factors flow from and support the strategic financial goals we communicate to our investors.
Performance Factor Determination and Adjustments
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. Management and the Board believe that income from continuing operations and EBITDA are the financial metrics most clearly aligned with the enhancement of stockholder value. Therefore, they are weighted heavily in our consolidated and platform targets. Additionally, share capture continues to be an important measure of our performance versus our competitors. And despite the maturity of our development from a Lean manufacturing standpoint, continuous improvement in inventory and working capital turnover remains a high corporate priority.
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 based on consensus data on the peer companies publicly available at the time the targets are set. 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 2015, thresholds, targets and maximum levels for the performance factors that make up the Financial Factors were set to challenge management to grow the company in a low growth environment. For instance, the 2015 target for consolidated net income from continuing operations reflected a 30% increase over actual 2014 performance. Likewise, the consolidated share capture target represented an almost 68% improvement over actual 2014 performance. Targets for the business platforms reflected similar stretch improvement initiatives. While platform performance on EBITDA and working capital/inventory turns did not fully meet our expectations, outperformance on share capture was achieved at the platform and consolidated levels. We view this as a positive result of our Belden Market Delivery System.
| | 100% – 190% | | Page 22 | | Belden Inc. 2016 Proxy Statement |
Officers with company-wide responsibilities (Messrs. Stroup, Derksen and Rosenberg) were measured using consolidated performance. Mr. Pennycook and Mr. Vestjens were compensated based on the performance of the Enterprise Connectivity Solutions and Broadcast Solutions platforms, respectively. The applicable factors and weighting percentages are set prior to each performance period as shown in the chart below and illustrated in further detail onAppendix I.
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 2015 primarily concerned amortization of intangible assets, deferred gross profit adjustments, restructuring of the Company’s operations, purchase accounting effects of acquisitions, depreciation expense, as well as the income tax impact of these adjustments. The Compensation Committee and the Audit Committee meet jointly to analyze and approve the adjustments recommended by management. The Committees agree that it was appropriate to adjust the financial results for these matters to properly capture our operating results and to eliminate the potential for managers delaying strategic decisions beneficial to the Company in the long term (e.g., restructuring) because of the impact of those decisions on short-term financial metrics or to benefit from favorable one-time adjustments or unbudgeted events (such as acquisitions).
For each individual performance factor, threshold, target and maximum amounts are set by the Compensation Committee. Actual performance at the threshold level is reflected with a Financial Factor score of 0.5, actual performance at the target level is reflected with a Financial Factor score of 1.0 and actual performance at or above the maximum level is reflected with a Financial Factor score of 2.0. Performance between the threshold and target and between the target and maximum are interpolated on a linear basis. Actual performance below the threshold would result in a component score of 0 and the failure to achieve at least threshold performance on the net income/operating income component would result in an overall Financial Factor of 0. Because Financial Factors are capped at 2.0 and because, as described below, he does not have a Personal Performance Factor, Mr. Stroup’s ACIP payout cannot mathematically be higher than 200% of his target payout.
|
| | | Belden Inc. 2016 Proxy Statement | | Page 23 |
The performance factor definitions, thresholds, targets and actual results, as well as the applicable weighting and calculations for each NEO are contained inAppendix I, which is incorporated herein by this reference. The applicable 2015 Financial Factor for the NEOs is as follows:
An officer did not receive an equity award in 2020 if his or her 2019 Personal Performance Factor was less than 0.85. Mr. Stroup does not have a target LTI percentage or a Personal Performance Factor. At its February 2020 meeting, the Compensation Committee awarded Mr. Stroup LTI with a grant date fair value of approximately $5.0 million. Messrs. Derksen and Vestjens each had a Target LTI percentage of 160% of their respective base salaries while Messrs. Anderson, Chand and McKenna each had a Target LTI percentage of 120% of their respective base salaries. Mr. Vestjens was not awarded additional LTI upon his promotion to President and Chief Executive Officer. | | | Named Executive Officer | | Financial Factor | Mr. Stroup
| | 0.99 | Mr. Derksen
| | 0.99 | Mr. Pennycook
| | 1.35 | Mr. Rosenberg
| | 0.99 | Mr. Vestjens
| | 0.91 |
Personal Performance Factor
Each named executive officer other than Mr. Stroup establishes annual personal performance objectives. As discussed above, the Committee feels that the consolidated Financial Factor is the best reflection of Mr. Stroup’s personal performance and, thus, he does not have a separate Personal Performance Factor (“PPF”
To illustrate the LTI Value matrix, assume a base salary of $400,000 and a Target LTI percentage of 50%. The Target LTI Value is $200,000. Assuming the officer’s PPF is 1.0, he or she would receive equity valued between $140,000 and $240,000. If the same officer’s PPF is 1.20, he or she would receive equity valued between $200,000 and $380,000. The exact amount granted within the range for each individual is at the discretion of the individual’s immediate supervisor (the “LTI Award”). 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. Mr. Stroup scores each NEO’s PPF on a scale of 0.5 to 1.5. 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 Mr. Stroup.
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. Derksen, as the CFO, had objectives in the areas of talent management, and information technology and investor relations performance, but also focused other objectives on areas specific to the finance function, e.g., accounting, tax and capital structure. As the chief strategy officer, Mr. Rosenberg had objectives relating to the Company’s M&A funnel and integration, as well as talent management and other strategic objectives. As the EVPs of two of Belden’s product platforms, the objectives of Messrs. Pennycook and Vestjens were supportive of the Company’s global goals, but focused within their respective business units. Their objectives related to the areas of growth, both organic and M&A, talent management and operational excellence through the continued institution of Lean enterprise principles in their respective business units.
The 2015 Personal Performance Factors for the NEOs as recommended by Mr. Stroup and approved by the Committee ranged from 1.00 to 1.15.
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 awards were paid out in February 2016 following adoption of the Financial Factors and Personal Performance Factors by the Committee.
| | | | | | | | NEO | | 2015 ACIP Award(1) | | | Percentage of Target | John Stroup | | $ | 1,093,950 | | | 99.0% | Henk Derksen | | $ | 382,590 | | | 103.9% | Glenn Pennycook | | $ | 391,770 | | | 155.2% | Ross Rosenberg | | $ | 270,190 | | | 99.0% | Roel Vestjens | | $ | 238,560 | | | 91.0% |
(1) | For administrative convenience, the final payouts are rounded to the nearest ten dollar amount. |
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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. With grants of SARs that have value only if Belden’s stock price increases and PSUs that only convert into Belden shares if certain performance metrics are achieved, the plan emphasizes Pay-for-Performance. For 2015, executive officers received 50% of their LTI award (discussed below) under the plan in the form of SARs and 50% in the form of PSUs.
Individual performance, the competitive market, executive experience and internal equity were factors used to determine the total dollar value of SARs and PSUs granted to each executive officer in 2015, which we refer to as the “Long-Term Incentive Value”, or “LTI Value”.
LTI Value
We use the following matrix to determine the LTI as a percentage of base salary for each 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 2015 if his or her 2014 Personal Performance Factor was less than 0.85. Mr. Stroup does not have a target LTI percentage or a Personal Performance Factor. At its February 2015 meeting, the Compensation Committee awarded Mr. Stroup LTI valued at approximately $3.75 million, or approximately 441% of base salary. Mr. Derksen has a Target LTI of 160% while Messrs. Pennycook, Rosenberg and Vestjens each have a Target LTI percentage of 120% of their respective base salaries.
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 1.20, he or she would receive equity valued between $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 (the “LTI Award”)
For 2015, the NEOs received 50% of their LTI Award in the form of SARs and 50% in the form of PSUs.
As previously discussed, the NEOs other than Mr. Stroup received 50% of their LTI Award in the form of PSUs, 25% in the form of SARs and 25% in the form of RSUs. We use the Black-Scholes-Merton (“Black-Scholes”) option pricing formula to calculate SAR values. 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 PSUs granted. | | Belden Inc. 2021 Proxy Statement | Page 29 |
In summary, the LTI Award is allocated into the number of units resulting from the following formulas: PSUs = 50% of the LTI Award divided by the Average Belden Stock Price, rounded to the nearest unit. SARs = 25% of the LTI Award divided by the Black-Scholes value of a Belden SAR, rounded to the nearest unit. RSUs = 25% of the LTI Award divided by the Average Belden Stock Price, rounded to the nearest unit. Half of the PSUs granted in 2020 will be measured based on total stockholder return (TSR) relative to the S&P 1500 Industrials Index. The other half of the PSUs will be measured based on cumulative consolidated free cash flow, as adjusted for certain restructuring expenses in connection with acquisition integration and other changes to the Company. The PSU agreements state that following the three-year performance period, a conversion factor ranging from 0 to 2.0 will be applied to each award. The result of that formula, rounded to the nearest whole unit, is the gross number of Belden shares the officer will receive. The actual number of shares to be distributed will be net of any required withholding taxes. The PSUs granted in 2020 will be measured on the performance period from February 11, 2020 (the grant date) to December 31, 2022, in the case of the TSR-based PSUs, and January 1, 2020 to December 31, 2022, in the case of the free cash flow-based PSUs. The conversion and any resulting payout will occur in the first quarter of 2023. Conversion will be effected based on threshold, target and maximum levels. For the PSUs based on relative TSR, threshold performance results in a conversion factor of 0.25, target performance results in a conversion factor of 1.00 and maximum performance results in a conversion factor of 2.00. Performance between threshold and target and between target and maximum are interpolated on a linear basis. For the PSUs based on consolidated free cash flow, threshold performance results in a conversion factor of 0.50, target performance results in a conversion factor of 1.00 and maximum performance results in a conversion factor of 2.00. Performance between threshold and target and between target and maximum are interpolated on a linear basis. The SARs provide a material incentive for executives to increase the Company’s share price during their ten-year term, and they serve as a retention tool because they take three years to fully vest. The PSUs drive performance against targets during the three-year performance period, as PSUs will not convert to Belden shares if performance thresholds are not achieved (as was the case in 2021 for PSUs granted in 2018). RSUs provide executives with an interest in the company designed to align the interest of the executives and stockholders, and they also serve as a retention tool because they cliff vest only after the passage of time, normally three years. At its February 2020 meeting, the Compensation Committee approved equity award grants in the form of 149,401 SARs, 187,599 PSUs and 102,439 RSUs to 210 employees. The Compensation Committee also approved equity award grants to Messrs. Derksen and Anderson upon the successful completion of the divestiture of the Company’s Live Media business. In May 2020, in the face of unprecedented uncertainty resulting from the COVID-19 pandemic, the Compensation Committee approved a temporary reduction in the salaries payable to certain Belden associates, including each of the NEOs, through December 31, 2020. In place of the forfeited salary compensation, on July 1, 2020 the Compensation Committee granted each affected Belden Associate an amount of time-vested RSUs equal in value at the time of the grant to the value of the forfeited salary compensation. These RSUs vest in 1/3 increments on each anniversary of July 1, 2020. In August 2020, to account for changes to the global macroeconomic environment since the 2019 and 2020 PSUs were granted, the Compensation Committee approved a modification of the performance criteria applicable to the 2019 and 2020 free cash flow PSUs. For reporting purposes, those PSUs are accounted for in the Summary Compensation Table and Grants of Plan Based Awards Table that follow, as an additional grant of PSUs in August of 2020. The table below shows the total 2020 grants of SARs, PSUs and RSUs to the named executive officers. | | Page 30 | Belden Inc. 2021 Proxy Statement |
2020 Equity Awards to NEOs | | | | | | | | | NEO | | SARs(1) | | | PSUs | | | RSUs | Mr. Stroup | | — | | | 46,218 | | | 51,623 | Mr. Vestjens | | 10,825 | | | 7,857 | | | 11,149 | Mr. Derksen | | 11,462 | | | 8,319 | | | 10,691 | Mr. Anderson | | 6,368 | | | 4,622 | | | 7,618 | Mr. Chand | | 9,297 | | | 6,748 | | | 6,266 | Mr. McKenna | | 6,368 | | | 4,622 | | | 4,648 |
| (1) | The Committee granted the listed SARs to the NEOs at the closing price of Belden stock on February 11, 2020 ($51.14), 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 awards. |
2018-2020 PSU Grant Beginning in 2015, the Company moved from a one-year performance measurement period to a three-year performance measurement period for its PSUs. The three-year performance measurement period for PSUs granted in 2018 ended on December 31, 2020. At its February 2021 meeting, the Compensation Committee certified a conversion ratio of 0 for both types of PSUs granted in 2018, resulting in each NEO receiving no shares of Belden stock in connection with this grant. The threshold, target, maximum and actual performance are shown below: | | | | | | | | | | | | | | | | | Factor | | | Threshold | | | | Target | | | | Maximum | | | | Actual | | Relative TSR | | | 25th Percentile | | | | 50th Percentile | | | | 75th Percentile | | | | 7th Percentile | | Consolidated Free Cash Flow | | | 738,000,000 | | | | 923,000,000 | | | | 1,108,000,000 | | | | 504,000,000 | |
Free cash flow is defined as net cash provided by operating activities, adjusted for certain acquisition and divestiture transaction costs and capital expenditures, plus the proceeds from the disposal of tangible assets. At certain times in each of 2018 and 2019, the Compensation Committee granted a special long-term incentive award comprised of 50% time-vested RSUs and 50% performance-based PSUs (the “Supplemental Incentive Plan”) to Messrs. Vestjens, Derksen, Anderson and McKenna. The time-vested RSUs will cliff-vest on the four-year anniversary of the grant date. The performance-based PSUs will be earned based on relative TSR performance compared to the S&P 1500 Industrials index from the grant date to the third anniversary of the grant date, with any earned awards subject to an additional one-year vesting period. The Compensation Committee has rarely granted this type of special stock award and generally confines equity grants to the regular compensation program for its executives. In this case, however, the Compensation Committee determined that it was appropriate to make this special award to retain and incentivize key executives. No such Supplemental Incentive Plan Awards were granted in 2020. However, on February 11, 2020, the Compensation Committee awarded Messrs. Derksen and Anderson $100,000 RSU awards that would be granted upon the successful completion of the divestiture of the Company’s Live Media business. Messrs. Derksen and Anderson were granted such awards on July 2, 2020 that cliff vest on July 2, 2023. In connection with his departure from the Company as of March 12, 2021, Mr. Derksen received accelerated vesting of the awards described in this paragraph. VI. Compensation Policies and Other Considerations Stock Ownership Guidelines To align their interests with those of the Company’s stockholders, the Company’s executive officers must hold stock with value of at least three times their annual base salary (six times in the case of Messrs. Stroup and Vestjens). Officers have five years from the date they are appointed as an officer or promoted to acquire the appropriate shareholdings. In addition, officers must make interim progress toward the ownership requirement during the five year 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 uses the higher of the current trading price or the | | Belden Stock Price”). That same price is utilized to determine the number of PSUs granted. In summary, the LTI Award is allocated into the number of units resulting from the following formulas:Inc. 2021 Proxy Statement | SARs = 50% of the LTI Award divided by the Black-ScholesPage 31
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acquisition price. As of March 29, 2021 (our record date for the annual meeting), each of the named executive officers other than Mr. McKenna either met his interim or five-year stock ownership guideline. In accordance with Company policy, an officer is prohibited from selling Belden stock until the officer meets the applicable guideline. Tax and Accounting Considerations Section 162(m) of the Internal Revenue Code of 1986, as amended, precludes the Company from taking a federal income tax deduction for compensation paid in excess of $1 million to our “covered employees” (which included the CEO and our three other most highly-compensated executive officers, other than the Chief Financial Officer, for years prior to 2018 and now includes all NEOs, including the CFO). Prior to 2018, this limitation did not apply to “performance-based” compensation. While the Compensation Committee has generally attempted to maximize the tax deductibility of executive compensation, the Compensation Committee believes that the primary purpose of our compensation program is to support the Company’s business strategy and the long-term interests of our shareholders. Therefore, the Compensation Committee has maintained the flexibility to award compensation that may not be tax deductible if doing so furthers the objectives of our executive compensation program. Under the December 2017 U.S. tax reform, the exception to Section 162(m) for performance-based compensation was repealed for tax years beginning after December 31, 2017, subject to certain transition and grandfathering rules. Despite these new limits on the deductibility of performance-based compensation, the Compensation Committee continues to believe that a significant portion of our named executive officers’ compensation should be tied to the Company’s performance. Therefore, it is not anticipated that the changes to Section 162(m) will significantly impact the design of our compensation program going forward. Annual non-equity based incentive compensation and PSUs for our Named Executive Officers are unguaranteed, subject to maximum payout amounts based on the achievement of the performance objectives established by the Compensation Committee annually. These objectives are selected by the Compensation Committee from among the performance metrics in the annual incentive plan for non-equity based compensation and the long term incentive plan for the PSUs. The Compensation Committee may exercise discretion to adjust the award based on an assessment of Company and individual performance. Also, our compensation plans 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. Executive Compensation Recovery In accordance with the Sarbanes-Oxley Act of 2002, the CEO and the 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 officer from the Company during the 12-month period following the first public issuance or filing with the SEC of the financial statement required to be restated. The Company will revisit its clawback policies once the proposed rules issued by the SEC implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) are finalized. 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 laws, executive officers and directors are encouraged to enter into pre-programmed trading plans under Securities 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 | | Page 32 | Belden SAR, rounded to the nearest unit.Inc. 2021 Proxy Statement |
in transactions in Belden stock and from pledging Belden stock for any purpose. Such restrictions do not apply to non-executive officer employees. Equity Compensation Grant Practices The Compensation 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 Compensation Committee annually at a first quarter meeting. Generally, the Company’s awards of stock appreciation rights, performance stock units and/or restricted stock units are made at that meeting, but may be made at other meetings of the Compensation Committee. The Compensation 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 plan, the Compensation Committee may delegate to the Company’s CEO the authority to grant stock options to any employees of the Company other than executive officers of the Company as that term is defined in Section 16 of the Exchange Act. The Compensation Committee has exercised this authority and delegated to the CEO the ability to make limited equity grants in connection with promotion, retention and acquisitions, which he uses strategically but infrequently. Awards made by the CEO are reported to the Compensation Committee on a periodic basis. Severance, Termination and Retirement In 2020, the Company and the NEOs (other than Mr. Stroup, who maintained an employment agreement with no severance obligations outside of a change of control) agreed to terminate each NEO’s existing employment contract. In place of the severance provisions of the employment agreements, the Company’s executive officers are participants in the Belden 2020 Executive Severance Plan (the “Severance Plan”), which establishes a specified severance program that will govern the benefits, if any, offered to an executive officer following the conclusion of his or her employment by the Company. We believe that the Company’s Severance Plan is essential in attracting and retaining the desired executive talent in a competitive market. In addition, the Severance Plan benefits 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. Information regarding benefits under the Severance Plan is provided following this Compensation Discussion and Analysis under the heading Potential Payments upon Termination or Change of Control. Aircraft The Company owns and from time to time leases corporate aircraft to provide flexibility to executive officers and other associates to allow more efficient use of executive time for Company matters. The Nominating and Corporate Governance Committee reviews management’s use of corporate aircraft throughout the year to confirm that it is consistent with this philosophy and in full compliance with the regulations promulgated by the Federal Aviation Administration, the Internal Revenue Service and the Securities and Exchange Commission. Benefits and Perquisites The named executive officers receive retirement and health care benefits on a consistent basis with other Belden employees. As described in Pension Benefits and Nonqualified Deferred Compensation, excess defined benefit and defined contribution plans are offered to eligible U.S. employees. In order to attract and retain talented officers, we have provided certain other compensation to our NEOs. It is our policy to not provide tax gross-ups for any perquisites provided to executive officers other than in extraordinary circumstances, as was the case in 2020 to ensure that Mr. Chand's relocation from Hong Kong to the San Francisco area was economically neutral for him. PSUs = 50% of the LTI Award divided by the Average
| | Belden Stock Price, rounded to the nearest unit.Inc. 2021 Proxy Statement Half of the PSUs granted in 2015 will be measured based on total stockholder return (TSR) relative to the S&P 1500 Industrials Index. The other half of the PSUs will be measured based on cumulative consolidated free cash flow. The PSU agreements state that following the three-year performance period, a conversion factor ranging from 0 to 2.0 will be applied to each award. The result of that formula, rounded to the nearest whole unit, is the gross number of Belden shares the officer will receive. The actual number of shares to be distributed will be net of any required withholding taxes. The PSUs granted in 2015 will be measured on the performance period from January 1, 2015 to December 31, 2017, and the conversion and any required payout will occur in the first quarter of 2018.
Conversion will be effected based on the following threshold, target and maximum levels:
| | | | | | Page 33 | Factor
| | Threshold | | Target | | Maximum | Relative TSR
| | 25th Percentile | | 50th Percentile | | 75th Percentile | Consolidated Free Cash Flow
| | $672 million | | $840 million | | $1,008 million |
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For the PSUs based on relative TSR, threshold performance results in a conversion factor
Report of 0.25, target performance results in a conversion factor of 1.00 and maximum performance results in a conversion factor of 2.00. Performance between threshold and target and between target and maximum are interpolated on a linear basis. For the PSUs based on consolidated free cash flow, threshold performance results in a conversion factor of 0.50, target performance results in a conversion factor of 1.00 and maximum performance results in a conversion factor of 2.00. Performance between threshold and target and between target and maximum are interpolated on a linear basis.
The SARs provide a material incentive for executives to increase the Company’s share price during their ten-year term, and they serve as a retention tool because they take three years to fully vest. The PSUs drive performance against targets during the three-year performance period.
At its February 2015 meeting, the Compensation Committee approved equity award grants in the form of 223,506 SARs, 90,817 PSUs and 62,862 RSUs to over 375 employees. The table below shows the total 2015 grants of SARs and RSUs to the named executive officers.
2015 Equity Awards to NEOs
| | | | | | NEO | | SARs(1) | | PSUs | Mr. Stroup | | 62,672 | | 25,407 | Mr. Derksen | | 13,370 | | 5,420 | Mr. Pennycook | | 6,351 | | 2,575 | Mr. Rosenberg | | 7,521 | | 3,049 | Mr. Vestjens | | 8,356 | | 3,388 |
(1) | The Committee granted the listed SARs to the NEOs at the closing price of Belden stock on February 25, 2015 ($89.23), the grant date of the awards. |
Pay for Performance in Action
As of December 31, 2015, based on the stock price performance in 2015 after the February 25 grant date, the SARs reflected above have no value and the PSUs based on relative TSR would not convert to any shares. Similarly, the PSUs based on consolidated free cash flow would not convert to any shares. In reviewing theSummary Compensation Table that follows, it is important to note that the approximately $7.5 million of value shown in the Stock Awards and Option Awards columns for 2015 currently have no value. In order to create value for themselves, the members of the management team must create value for our stockholders. We believe this is a true reflection of the alignment between our pay and our performance.
VI. Compensation Policies and Other Considerations
Stock Ownership Guidelines
To align their interests with those of the Company’s stockholders, the Company’s executive officers must hold stock whose value is at least three times their annual base salary (six times in the case of Mr. Stroup). Officers have five years from the date they are appointed an officer to acquire the appropriate shareholdings. In addition, officers must make interim progress toward the ownership requirement during the five year 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 31, 2016 (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 officer is prohibited from selling Belden stock received from the Company as an equity award until the officer meets the interim guideline.
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Tax 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 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 non-equity based incentive compensation and PSUs for our Named Executive Officers are unguaranteed, subject to maximum payout 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 metrics in the annual incentive plan for non-equity based compensation and the long term incentive plan for the PSUs.See Item IV, beginning on page 42 for a broader discussion of the long term incentive plan performance metrics. The Committee may exercise “negative discretion” to reduce the award based on an assessment of Company and individual performance. For 2015, the Committee awarded less than the maximum amount. Also, our compensation plans 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.
Executive Compensation Recovery
In accordance with the Sarbanes-Oxley Act of 2002, Mr. Stroup, as CEO, and Mr. 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 officer from the Company during the 12-month period following the first public issuance or filing with the SEC of the financial statement required to be restated. The Company will revisit its clawback policies once the proposed rules issued by the SEC implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) are finalized.
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 laws, executive officers and directors are encouraged to enter into pre-programmed trading plans under Securities 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 and from pledging Belden stock for any purpose. The Company will revisit its trading policies once the proposed rules issued by the SEC implementing the Dodd-Frank Act are finalized.
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 February/March meeting. Generally, the Company’s awards of stock appreciation rights, performance stock
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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 plan, the Committee may delegate to the Company’s CEO the authority to grant stock options to any employees of the Company other than executive officers of the Company as that term is defined in Section 16 of the Exchange Act. The Committee has exercised this authority and delegated to the CEO the ability to make limited equity grants in connection with promotion, retention and acquisitions, which he uses strategically but infrequently. Awards made by the CEO are reported to the Committee on a periodic basis.
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 a gross-up to compensate the executives for an Internal Revenue Code Section 280G excise tax. Instead the executives are 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
The Company owns and from time to time leases corporate aircraft to provide flexibility to executive officers and other associates to allow more efficient use of executive time for Company matters. The Nominating and Corporate Governance Committee reviews management’s use of corporate aircraft throughout the year to confirm that it is consistent with this philosophy and in full compliance with the regulations promulgated by the Federal Aviation Administration, the Internal Revenue Service and the Securities and Exchange Commission.
Benefits and Perquisites
The named executive officers receive retirement and health care benefits on a consistent basis with other Belden employees. As described inPension Benefits andNonqualified Deferred Compensation, excess defined benefit and defined contribution plans are offered to eligible U.S. employees. In order to attract and retain talented officers, we have provided certain other compensation to our NEOs. In connection with an expatriate assignment in Hong Kong that ended in 2014, Mr. Vestjens was, by agreement, entitled to tax equalization, including a gross-up to make him whole financially. Other than this limited exception, it is our policy to not provide tax gross-ups for any perquisites provided to executive officers.
Report of the Compensation Committee
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 Compensation Committee recommended to the Board of Belden that the Compensation Discussion and Analysis be included in the proxy statement. | | | Compensation Committee | | | | David Aldrich (Chair) | | Lance Balk | Steve Berglund
Glenn Kalnasy
| | Jonathan Klein | Page 28 | | Belden Inc. 2016 Proxy Statement |
Compensation and Risk 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 long term incentive awards program. We believe the way we select and set performance goals and targets with multiple levels of performance; using gradually-sloped payout curves that do not provide large payouts for small incremental improvements; and confirming 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, as well as capping the awards themselves at the lesser of three times target or $5 million. The long-term incentive is 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 and have adopted a compensation recovery policy in the event of fraudulent or intentional misconduct that leads to a restatement of our financial results. 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 reduces 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. The results are subject to multiple levels of approval, including through the involvement of internal and external audit resources. Pay Ratio Disclosure In accordance with its rulemaking responsibilities related to the Dodd-Frank Act, the Securities and Exchange Commission has adopted a rule that requires annual disclosure of the ratio of the median Company employee’s total annual compensation to the total annual compensation of the Company’s principal executive officer. Though Mr. John Stroup and Mr. Roel Vestjens each served as the Company’s principal executive officer during 2020, for the purposes of determining the ratio of the median Company employees total annual compensation to the compensation of the Company’s principal executive officer, the Company’s principal executive officer is Roel Vestjens, President and Chief Executive Officer as of the time the median employee was calculated. Belden’s median employee was determined by reviewing the cash compensation paid to all Belden employees worldwide¸ excluding certain de minimis jurisdictions under item 402(u) of Regulation S-K, but including Belden employees based in countries where the cost of living and average salaries in the market are substantially lower than the United States, from January 1, 2020 through December 31, 2020. Once the median employee was identified, the calculation of annual total compensation for that median employee was determined in the same manner as the “Total Compensation” shown for Mr. Vestjens in the Summary Compensation Table contained herein.
Page 34 | Belden Inc. 2021 Proxy Statement | |
Compensation elements that were included in the annual total compensation for the median employee include: cash compensation received in 2020, matching payments related to Company retirement plans, and any other compensation received in 2020. The median total annual compensation of Belden associates, excluding Mr. Vestjens, in 2020 was $31,063.08. As disclosed herein, Mr. Vestjens’ total reported 2020 compensation was $2,648,191. Accordingly, Mr. Vestjens reported 2020 compensation was approximately 85.25 times that of the median of the total annual compensation of all employees other than Mr. Vestjens. Pay for Performance in Action In reviewing the Compensation Tables that follow, it is important to note that equity based compensation is reported based on the fair value at the grant date as determined under GAAP. As a result, it is not fully illustrative of compensation actually received. For example, in two of the last three years, vesting PSUs failed to convert to common shares as a result of the Company’s failure to satisfy the challenging conversion criteria. As a result, a significant portion of the compensation that was reported for NEOs in 2018 has not been realized. Further, the exercise price associated with the SARs in each of 2018, 2019, and 2020 is in excess of the price per share of Belden’s common stock as of December 31, 2020. Accordingly, none of the SARs granted during the last three grant cycles had value as of December 31, 2020. All of our NEOs and other senior managers are similarly affected. While extremely disappointing, this does illustrate how the interests of Belden’s executive officers are aligned with those of Belden’s shareholders. As a result of the manner in which PSUs, RSUs and SARs are structured, it takes years to determine whether a particular year’s compensation will end up resulting in the realization of more or less than the amount reported. It is subject to a number of factors, but is most sensitive to the price of Belden stock. The bottom line is that the Belden Compensation Program is effective in aligning pay and performance in that the reported level of compensation is only attained when performance is at a level satisfactory to the investor community. Compensation TablesCompensation and Risk 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; using gradually-sloped payout curves that do not provide large payouts for small incremental improvements; and confirming 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, as well as capping the awards themselves at the lesser of three times target or $5 million. The long-term incentive is 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 and have adopted a compensation recovery policy in the event of fraudulent or intentional misconduct that leads to a restatement of our financial results.
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 reduces 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. The results are subject to multiple levels of approval, including through the involvement of internal and external audit resources.
Compensation Tables
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. | | Belden Inc. 2021 Proxy Statement | | Page 29 | Page 35 |
SUMMARY COMPENSATION TABLE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Change | | | | | | | | | | | | | | | | | | | | | | | | | | | | in Pension | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value and | | | | | | | | | | | | | | | | | | | | | | | | | Non-Equity | | | Nonqualified | | | | | | | | | | | | | | | | | | | | | | | | | Incentive | | | Deferred | | | | | | | | | | | | | | | | | | | | | | | | | Plan | | | Compen- | | | All Other | | | | | | | | | | | | | | | | Stock | | | Option | | | Compen- | | | sation | | | Compensa- | | | | | | | | | | Salary(1) | | | Bonus(2) | | | Awards(3) | | | Awards(4) | | | sation(5) | | | Earnings(6) | | | tion(7) | | | Total | | Name and Principal | | Year | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | Position (a) | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | John Stroup | | 2020 | | | 487,231 | | | — | | | 6,835,918 | | | — | | | 550,000 | | | 448,473 | | | 64,012 | | | 8,385,634 | | Executive Chairman | | 2019 | | | 920,250 | | | — | | | 5,408,056 | | | — | | | 518,193 | | | 550,611 | | | 88,658 | | | 7,485,768 | | | | 2018 | | | 893,750 | | | — | | | 2,584,766 | | | 2,142,882 | | | 620,100 | | | — | | | 94,389 | | | 6,335,887 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Roel Vestjens | | 2020 | | | 424,594 | | | — | | | 1,133,356 | | | 197,989 | | | 858,000 | | | — | | | 34,252 | | | 2,648,191 | | President and | | 2019 | | | 495,756 | | | — | | | 391,163 | | | 331,682 | | | 209,561 | | | — | | | 38,288 | | | 1,466,450 | | Chief Executive Officer | | 2018 | | | 455,689 | | | — | | | 2,791,504 | | | 344,504 | | | 179,469 | | | — | | | 39,187 | | | 3,810,353 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Henk Derksen | | 2020 | | | 467,592 | | | 50,000 | | | 1,190,415 | | | 209,640 | | | 385,763 | | | 190,598 | | | 38,020 | | | 2,532,028 | | Senior Vice | | 2019 | | | 581,625 | | | — | | | 507,050 | | | 429,978 | | | 192,268 | | | 200,209 | | | 43,965 | | | 1,955,095 | | President, Finance, | | 2018 | | | 570,221 | | | — | | | 3,458,402 | | | 413,425 | | | 227,779 | | | 16,182 | | | 45,780 | | | 4,731,789 | | and Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | Brian Anderson | | 2020 | | | 305,008 | | | 50,000 | | | 713,275 | | | 116,471 | | | 258,342 | | | 124,468 | | | 27,815 | | | 1,595,379 | | Senior Vice President, | | 2019 | | | 368,828 | | | — | | | 1,643,008 | | | 233,408 | | | 123,940 | | | 113,783 | | | 29,415 | | | 2,512,382 | | Legal, General Counsel and Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ashish Chand | | 2020 | | | 395,738 | | | — | | | 784,956 | | | 170,042 | | | 287,930 | | | — | | | 802,029 | | | 2,440,695 | | Executive Vice President, | | | | | | | | | | | | | | | | | | | | | | | | | | | | Industrial Automation | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dean McKenna | | 2020 | | | 310,432 | | | — | | | 618,885 | | | 116,471 | | | 282,059 | | | — | | | 47,510 | | | 1,375,537 | | Senior Vice President, | | 2019 | | | 375,387 | | | — | | | 1,790,707 | | | 117,933 | | | 124,976 | | | — | | | 26,880 | | | 2,435,883 | | Human Resources | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Salaries are amounts actually received. |
(2) | SUMMARY COMPENSATION TABLEReflects cash bonuses paid to Messrs. Anderson and Derksen upon the successful divestiture of the Company’s Live Media Business.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal
Position (a) | | Year (b) | | | Salary(1) ($) (c) | | | Bonus ($) (d) | | | Stock
Awards(2) ($) (e) | | | Option
Awards(3) ($) (f) | | | Non-Equity
Incentive
Plan
Compen- sation(4) ($) (g) | | | Change in Pension
Value and
Nonqualified Deferred
Compensation
Earnings(5) ($) (h) | | | All Other
Compensa-
tion(6) ($) (i) | | | Total ($) (j) | | John Stroup | | | 2015 | | | | 850,000 | | | | - | | | | 2,802,138 | | | | 1,967,901 | | | | 1,093,950 | | | | 91,352 | | | | 115,769 | | | | 6,921,110 | | President and | | | 2014 | | | | 850,000 | | | | - | | | | 1,966,865 | | | | 1,929,994 | | | | 1,143,680 | | | | 387,080 | | | | 110,462 | | | | 6,388,081 | | Chief Executive | | | 2013 | | | | 837,500 | | | | - | | | | 1,811,762 | | | | 1,824,758 | | | | 1,193,400 | | | | 31,791 | | | | 104,272 | | | | 5,803,483 | | Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Henk Derksen | | | 2015 | | | | 486,023 | | | | - | | | | 597,772 | | | | 419,818 | | | | 382,590 | | | | 58,230 | | | | 47,543 | | | | 1,991,976 | | Senior Vice | | | 2014 | | | | 464,153 | | | | - | | | | 544,638 | | | | 534,462 | | | | 418,750 | | | | 110,300 | | | | 44,062 | | | | 2,116,365 | | President, Finance, | | | 2013 | | | | 435,750 | | | | - | | | | 372,224 | | | | 374,909 | | | | 400,080 | | | | 44,442 | | | | 38,246 | | | | 1,665,651 | | and Chief Financial | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Glenn Pennycook | | | 2015 | | | | 357,875 | | | | - | | | | 283,997 | | | | 199,421 | | | | 391,770 | | | | 36,375 | | | | 31,835 | | | | 1,301,273 | | Executive Vice | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | President, Enterprise | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Solutions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ross Rosenberg | | | 2015 | | | | 387,050 | | | | - | | | | 336,274 | | | | 236,159 | | | | 270,190 | | | | - | | | | 15,266 | | | | 1,244,939 | | Senior Vice | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | President, Strategy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | and Corporate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Development | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Roel Vestjens | | | 2015 | | | | 368,375 | | | | - | | | | 373,663 | | | | 262,378 | | | | 238,560 | | | | - | | | | 576,497 | | | | 1,819,473 | | Executive Vice | | | 2014 | | | | 311,087 | | | | - | | | | 242,094 | | | | 237,543 | | | | 290,510 | | | | - | | | | 313,826 | | | | 1,395,060 | | President, Broadcast | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Solutions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Salaries are amounts actually received. |
(3) (2) | 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 2015 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 on Form 10-K for the year ended December 31, 2015. |
Each amount listed in column (e) represents the grant date fair value with respect to awards of performance share units (“PSUs”) basedstock for each named officer computed in accordance with FASB ASC Topic 718 and includes amounts for the PSUs originally granted in 2019 and 2020 on which the assumption thattargets were modified in August 2020. See Grants of Plan-Based Awards Table for 2020 stock awards to the Company would meet its performance goals atnamed officers. The assumptions used in calculating these amounts are described in Note 21: Share-Based Compensation, to the target level, resulting in one restricted stock unit (“RSU”), orCompany’s audited financial statements included in the case ofCompany’s Annual Report on Form 10-K for the PSUs granted in 2015, one share of Belden stock, being issued to the officer for each PSU. In 2013, performance at 140% of target levels or greater would have resulted in the issuance of two RSUs for each PSU. In 2014, performance at 120% of target levels or greater would have resulted in the issuance of two RSUs for each PSU. For the PSUs granted in 2015, performance over ayear ended December 31, 2020.
|
Some of the amounts listed in column (e) represent 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 share of Belden stock, being issued to the officer for each PSU. Performance over the relevant three-year measurement period from 2015-2017 at 120% of target levels or greater (in the case of PSUs based on free cash flow) or at or greater than the 75th percentile (in the case of PSUs based on relative TSR) could result in the issuance of two shares of Belden stock for each PSU. During each performance period, the Company periodically analyzes performance and makes appropriate adjustments to the amount of stock-based compensation expense it records. Based on this structure, the maximum grant date fair values of the stock awards | | Page 36 | Belden Inc. 2021 Proxy Statement |
for each NEO (in dollars), including those associated with restating the performance thresholds associated with 2019 and 2020 PSUs, are as follows: | | | | | | | | | | | | | | | | | | | | | Mr. Stroup | | | Mr. Vestjens | | | Mr. Derksen | | | Mr. Anderson | | | Mr. Chand | | | Mr. McKenna | | 2020 | | 11,138,800 | | | 1,839,291 | | | 1,541,675 | | | 1,139,927 | | | 1,306,644 | | | 1,046,274 | | 2019 | | 8,305,584 | | | 782,326 | | | 1,014,100 | | | 2,695,209 | | | — | | | 2,859,626 | | 2018 | | 5,169,532 | | | 3,543,452 | | | 4,376,132 | | | — | | | — | | | — | |
(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 20: Share-Based Compensation, to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The amounts shown above include the maximum grant date fair value for the PSUs issued in 2020, as well as the deemed issuance of each awardadditional PSUs when the performance thresholds associated with the 2019 and 2020 free cash flow PSUs were reset. |
(5) | Represents amounts earned under the Company’s annual cash incentive plan as approved by the Compensation Committee at its February 2021 meeting. |
(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. |
(7) | The amounts (in dollars) shown in column (i) for 2020 consist of the following: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Life | | | | | | | | | | | | | | | | | | | | | | Company’s | | | Insurance | | | | | | | | | | | | | | | | | | | | | | Contributions | | | and Long | | | | | | | | | Gross Up | | | | | | | | | | | | | In Its Defined | | | Term | | | Tax | | | | | | On | | | | | | Gross Up | | | | | | | Contribution | | | Disability | | | reparation | | | Relocation | | | Relocation | | | Housing | | | on Housing | | | | Total | | | Plan | | | Benefits | | | Costs | | | Costs | | | Costs | | | Allowance | | | Allowance | | John Stroup | | 64,012 | | | 45,244 | | | 5,697 | | | 13,071 | | | — | | | — | | | | | | | | Roel Vestjens | | 34,252 | | | 27,010 | | | 3,142 | | | 4,100 | | | — | | | — | | | | | | | | Henk Derksen | | 38,020 | | | 30,579 | | | 5,241 | | | 2,200 | | | — | | | — | | | | | | | | Brian Anderson | | 27,815 | | | 21,553 | | | 3,613 | | | 2,650 | | | — | | | — | | | | | | | | Ashish Chand | | 802,029 | | | 26,831 | | | 1,876 | | | — | | | 316,132 | | | 309,000 | | | 73,000 | | | 75,190 | | Dean McKenna | | 47,510 | | | 17,918 | | | 4,592 | | | — | | | — | | | — | | | 25,000 | | | | |
Mr. Chand received payment for relocation costs, and a gross up on such relocation costs, as a result of being required to relocate from Hong Kong to California during 2020. The COVID-19 pandemic led to unexpected complications and delays in the relocation process. For calendar years 2020 and 2021, Mr. Chand will receive a housing rental allowance of $250,000 in 2021 that will reduce in thirds in 2022 and 2023 until it reaches zero in 2024. Mr. McKenna’s family relocated to Europe during the pandemic. He receives a $25,000 annual stipend to secure living arrangements in the U.S., where he spends a significant amount of time. | | Belden Inc. 2021 Proxy Statement | Page 37 |
GRANTS OF PLAN-BASED AWARDS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Awards: | | | All Other | | | | | | Grant | | | | | | | | | | | | | | | | | | | | | | | | | | | | Number | | | Option | | | Exercise | | | Date Fair | | | | | | | | | | | | | | | | | | | | | | | | | | | | of | | | Awards: | | | or Base | | | Value of | | | | | | | | | | Estimated Future Payouts Under | | | Estimated Future Payouts | | | Shares | | | Number of | | | Price of | | | Stock | | | | | | | | | | Non-Equity Incentive Plan | | | Under Equity Incentive Plan | | | of | | | Securities | | | Option | | | and | | | | | | | | | | Awards(1) | | | Awards(2) | | | Stock or | | | Underlying | | | Awards(5) | | | Option | | | | Grant | | | Award | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | | Units | | | Options(4) | | | ($ per | | | Awards | | Name | | Date | | | Type | | | ($) | | | ($) | | | ($) | | | (#) | | | (#) | | | (#) | | | (#) (3) | | | (#) | | | Share) | | | ($) | | (a) | | (b) | | | | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | | (k) | | | (l) | | John Stroup | | | | | ACIP | | | 433,354 | | | 866,708 | | | 1,733,416 | | | | | | | | | | | | | | | | | | | | | | | | | 2/11/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 46,218 | | | | | | | | | 2,363,589 | | | | 7/1/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 5,405 | | | | | | | | | 169,555 | | | | 2/11/2020 | | | PSU | | | | | | | | | | | | 17,332 | | | 46,218 | | | 92,436 | | | | | | | | | | | | 2,743,038 | | | | 8/17/2020 | | | PSU | | | | | | | | | | | | 21,712 | | | 43,424 | | | 86,848 | | | | | | | | | | | | 1,559,790 | | Roel Vestjens | | | | | ACIP | | | 366,406 | | | 732,813 | | | 1,465,625 | | | | | | | | | | | | | | | | | | | | | | | | | 2/11/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 3,929 | | | | | | | | | 200,929 | | | | 7/1/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 7,220 | | | | | | | | | 226,491 | | | | 2/11/2020 | | | PSU | | | | | | | | | | | | 2,947 | | | 7,858 | | | 15,716 | | | | | | | | | | | | 466,313 | | | | 8/17/2020 | | | PSU | | | | | | | | | | | | 3,336 | | | 6,672 | | | 13,344 | | | | | | | | | | | | 239,622 | | | | 2/11/2020 | | | SAR | | | | | | | | | | | | | | | | | | | | | | | | 10,825 | | | 51.14 | | | 197,989 | | Henk Derksen | | | | | ACIP | | | 109,592 | | | 438,368 | | | 1,315,103 | | | | | | | | | | | | | | | | | | | | | | | | | 2/11/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 4,160 | | | | | | | | | 212,742 | | | | 7/1/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 3,520 | | | | | | | | | 110,422 | | | | 7/2/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 3,011 | | | | | | | | | 96,412 | | | | 2/11/2020 | | | PSU | | | | | | | | | | | | 3,120 | | | 8,320 | | | 16,640 | | | | | | | | | | | | 493,733 | | | | 8/17/2020 | | | PSU | | | | | | | | | | | | 3,858 | | | 7,715 | | | 15,430 | | | | | | | | | | | | 277,105 | | | | 2/11/2020 | | | SAR | | | | | | | | | | | | | | | | | | | | | | | | 11,462 | | | 51.14 | | | 209,640 | | Brian Anderson | | | | | ACIP | | | 66,721 | | | 266,882 | | | 800,646 | | | | | | | | | | | | | | | | | | | | | | | | | 2/11/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 2,311 | | | | | | | | | 118,185 | | | | 7/1/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 2,296 | | | | | | | | | 72,026 | | | | 7/2/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 3,011 | | | | | | | | | 96,412 | | | | 2/11/2020 | | | PSU | | | | | | | | | | | | 1,733 | | | 4,622 | | | 9,244 | | | | | | | | | | | | 274,316 | | | | 8/17/2020 | | | PSU | | | | | | | | | | | | 2,121 | | | 4,241 | | | 8,482 | | | | | | | | | | | | 152,337 | | | | 2/11/2020 | | | SAR | | | | | | | | | | | | | | | | | | | | | | | | 6,368 | | | 51.14 | | | 116,471 | | Ashish Chand | | | | | ACIP | | | 92,218 | | | 368,873 | | | 1,106,619 | | | | | | | | | | | | | | | | | | | | | | | | | 2/11/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 3,374 | | | | | | | | | 172,546 | | | | 7/1/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 2,892 | | | | | | | | | 90,722 | | | | 2/11/2020 | | | PSU | | | | | | | | | | | | 2,531 | | | 6,748 | | | 13,496 | | | | | | | | | | | | 400,494 | | | | 8/17/2020 | | | PSU | | | | | | | | | | | | 1,687 | | | 3,374 | | | 6,748 | | | | | | | | | | | | 121,194 | | | | 2/11/2020 | | | SAR | | | | | | | | | | | | | | | | | | | | | | | | 9,297 | | | 51.14 | | | 170,042 | | Dean McKenna | | | | | ACIP | | | 67,907 | | | 271,628 | | | 814,884 | | | | | | | | | | | | | | | | | | | | | | | | | 2/11/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 2,311 | | | | | | | | | 118,185 | | | | 7/1/2020 | | | RSU | | | | | | | | | | | | | | | | | | | | | 2,337 | | | | | | | | | 73,312 | | | | 2/11/2020 | | | PSU | | | | | | | | | | | | 1,733 | | | 4,622 | | | 9,244 | | | | | | | | | | | | 274,316 | | | | 8/17/2020 | | | PSU | | | | | | | | | | | | 2,131 | | | 4,262 | | | 8,524 | | | | | | | | | | | | 153,073 | | | | 2/11/2020 | | | SAR | | | | | | | | | | | | | | | | | | | | | | | | 6,368 | | | 51.14 | | | 116,471 | |
| (1) | The amounts in column (c) represent the cash payment under the Company’s annual cash incentive plan (“ACIP”) that would have been made if the threshold performance for 2020 was as follows: | | | | | | | | | | | | | | Mr. Stroup | | Mr. Derksen | | Mr. Pennycook | | Mr. Rosenberg | | Mr. Vestjens | 2015 | | 5,604,276 | | 1,195,544 | | 567,994 | | 672,548 | | 747,325 | 2014 | | 3,933,729 | | 1,089,276 | | Not listed | | Not listed | | 484,187 | 2013 | | 3,623,525 | | 744,449 | | Not listed | | Not listed | | Not listed |
| | | Page 30 | | Belden Inc. 2016 Proxy Statement |
(3) | 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 on Form 10-K for the year ended December 31, 2015. |
(4) | Represents amounts earned under the Company’s annual cash incentive plan as determined by the Compensation Committee at its February 2016 meeting. |
(5) | 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. |
(6) | The amounts shown in column (i) for 2015 consist of the following: |
| | | | | | | | | | | | | | | | Total | | Company’s
Matching
Contributions
In Its Defined
Contribution
Plan | | Life
Insurance
and Long
Term
Disability
Benefits | | Restricted
Stock
Dividends | | Expatriate
Tax
Equalization
Payment | | Gross-Up
on Tax
Equalization
Payment | John Stroup | | 115,769 | | 89,716 | | 4,542 | | 21,511 | | - | | | Henk Derksen | | 47,543 | | 40,715 | | 3,925 | | 2,903 | | - | | | Glenn Pennycook | | 31,835 | | 24,647 | | 5,802 | | 1,386 | | - | | | Ross Rosenberg | | 15,266 | | 11,925 | | 2,971 | | 370 | | - | | | Roel Vestjens | | 576,497 | | 29,650 | | 2,709 | | 902 | | 309,205 | | 234,031 |
| | | Belden Inc. 2016 Proxy Statement | | Page 31 |
GRANTS OF PLAN-BASED AWARDS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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) | John Stroup | | | | | | ACIP | | | 552,500 | | | | 1,105,000 | | | | 2,210,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/25/2015 | | | PSU | | | | | | | | | | | | | | | 12,704 | | | | 25,407 | | | | 50,814 | | | | | | | | | | | | | 2,802,138 | | | | 2/25/2015 | | | SAR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 62,672 | | | | 89.23 | | | 1,967,901 | Henk Derksen | | | | | | ACIP | | | 184,028 | | | | 368,055 | | | | 1,104,165 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/25/2015 | | | PSU | | | | | | | | | | | | | | | 2,710 | | | | 5,420 | | | | 10,840 | | | | | | | | | | | | | 597,772 | | | | 2/25/2015 | | | SAR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,370 | | | | 89.23 | | | 419,818 | Glenn Pennycook | | | | | | ACIP | | | 126,175 | | | | 252,350 | | | | 757,050 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/25/2015 | | | PSU | | | | | | | | | | | | | | | 1,288 | | | | 2,575 | | | | 5,150 | | | | | | | | | | | | | 283,997 | | | | 2/25/2015 | | | SAR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,351 | | | | 89.23 | | | 199,421 | Ross Rosenberg | | | | | | ACIP | | | 136,462 | | | | 272,923 | | | | 818,769 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/25/2015 | | | PSU | | | | | | | | | | | | | | | 1,525 | | | | 3,049 | | | | 6,098 | | | | | | | | | | | | | 336,274 | | | | 2/25/2015 | | | SAR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,521 | | | | 89.23 | | | 236,159 | Roel Vestjens | | | | | | ACIP | | | 131,075 | | | | 262,150 | | | | 786,450 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/25/2015 | | | PSU | | | | | | | | | | | | | | | 1,694 | | | | 3,388 | | | | 6,776 | | | | | | | | | | | | | 373,663 | | | | 2/25/2015 | | | SAR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,356 | | | | 89.23 | | | 262,378 |
(1) | The amounts in column (c) represent the cash payment under the Company’s annual cash incentive plan (“ACIP”) that would have been made if the threshold performance for 2015 was met; the amounts in column (d) represent the cash payment under ACIP that would have been made if the target performance for 2015 was met; and the amounts in column (e) represent the maximum cash payment under ACIP, the lesser of three times target or $5 million. For Mr.met, including a personal performance factor of 0.5; the amounts in column (d) represent the cash payment under ACIP that would have been made if the target performance for 2020 was met; and the amounts in column (e) represent the maximum cash payment under ACIP, the lesser of three times target or $5 million. For Messrs. Stroup and Vestjens, the maximum cash payment under ACIP is two times target because the company financial factor is capped at 2.0 and because a personal performance factor is not utilized for him. |
(2) | The Compensation Committee granted the performance stock unit awards (PSUs) at its February 25, 2015 meeting. The period during which performance is measured is January 1, 2015 to December 31, 2017. Any payout will be made in shares of Belden stock in 2018.| (2) | The Compensation Committee granted the performance stock unit awards (PSUs) at its February 11, 2020 meeting. The PSUs granted in 2020 will be measured on the performance period from February 11, 2020 (the grant date) to December 31, 2022, in the case of the TSR-based PSUs, and January 1, 2020 to December 31, 2022, in the case of the free cash flow-based PSUs. Any payout will be made in shares of Belden stock in 2023. The conversion factor from PSUs to shares is based on the Company’s total stockholder return over the performance period measured relative to the S&P 1500 Industrials Index (the “Index”), weighted 50%, and the company’s consolidated free cash flow over the performance period, weighted 50%. On August 17, 2020, as a result of the changed macroeconomic environment resulting from the COVID-19 pandemic, the Compensation Committee elected to revise the performance criteria applicable to the 2019 and 2020 free cash flow-based performance stock units. Neither the 2018 performance stock units nor the 2019 or 2020 total shareholder return-based performance stock units were affected by the revision. The revision is shown above as a new grant of performance stock units as of August 17, 2020. |
| | Page 38 | Belden Inc. 2021 Proxy Statement |
| (3) | The Compensation Committee granted Restricted Stock Units (RSUs) to the NEOs and other company managers on July 1, 2020 to compensate those individuals for salary compensation that was forfeited during 2020 as a result of the COVID-19 pandemic. The July 1 RSUs vest in equal installments on each of July 1, 2021, 2022, and 2023. Additionally, the Compensation Committee granted RSUs to each of Messrs. Anderson and Derksen on July 2, 2020 upon the successful divestiture of the Company’s Live Media Business. The July 2 RSUs vest entirely on the third anniversary of the grant date. |
(3) | The amounts in column (j) are the number of SARs granted to each of the named executive officers in 2015.| (4) | The amounts in column (j) are the number of SARs granted to each of the named executive officers in 2020. These awards vest in equal amounts over three years on the first, second and third anniversaries of the grant date and expire on the tenth anniversary of the grant date. |
(4)| (5) | The exercise price for awarded SARs was the closing price of the Belden shares on the grant date. |
Belden Inc. 2021 Proxy Statement | | Page 39 | Page 32 | | Belden Inc. 2016 Proxy Statement |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | | | | | | | | | | | | | | | Equity | | | | | | | | | | | | | | | | | | | Incentive | | | | | | | | | | | | | | | | | | | Plan | | | | | | | | | | | | | | | | | Equity | | Awards: | | | | | | | | | | | | | | | | | Incentive | | Market | | | | | | | Equity | | | | | | | | | | Plan | | or Payout | | | | | | | Incentive | | | | | | | | | | Awards: | | Value of | | | | | | | Plan | | | | | | | | Market | | Number of | | Unearned | | | | | | | Awards: | | | | | | Number | | Value of | | Unearned | | Shares, | | | | | | | Number of | | | | | | of Shares | | Shares or | | Shares, | | Units or | | | Number of | | Number of | | Securities | | | | | | or Units | | Units of | | Units or | | Other | | | Securities | | Securities | | Underlying | | | | | | of Stock | | Stock | | Other | | Rights | | | Underlying | | Underlying | | Unexercised | | Option | | Option | | That | | That | | Rights That | | That | | | Unexercised | | Unexercised | | Unearned | | Exercise | | Expiration | | Have Not | | Have Not | | Have Not | | Have Not | Name | | Options(1) | | Options(2)(3) | | Options | | Price(4) | | Date | | Vested | | Vested | | Vested(5) | | Vested(6) | | | (#) | | (#) | | | | | | | | | | | | | | | | | Exercisable | | Unexercisable | | (#) | | ($) | | | | (#) | | ($) | | # | | ($) | (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | John Stroup | | 54,412 | | — | | — | | 72.570 | | 3/4/2024 | | — | | — | | 30,598 | | 1,282,056 | | | 62,672 | | — | | | | 89.230 | | 2/25/2025 | | | | | | 40,630 | | 1,702,397 | | | 81,175 | | — | | | | 52.890 | | 2/24/2026 | | | | | | 46,218 | | 1,932,763 | | | 86,166 | | — | | | | 74.910 | | 2/22/2027 | | | | | | 40,630 | | 1,702,397 | | | 56,422 | | 28,210 | | | | 72.730 | | 2/28/2028 | | | | | | 46,218 | | 1,932,763 | | | | | | | | | | | | | | | | | 5,405 | | 226,470 | Roel Vestjens | | 980 | | — | | — | | 39.830 | | 2/27/2022 | | — | | — | | 4,919 | | 206,106 | | | 5,392 | | — | | | | 50.010 | | 3/4/2023 | | | | | | 17,847 | | 747,789 | | | 6,697 | | — | | | | 72.570 | | 3/4/2024 | | | | | | 17,847 | | 747,789 | | | 8,356 | | — | | | | 89.230 | | 2/25/2025 | | | | | | 5,485 | | 229,822 | | | 9,435 | | — | | | | 52.890 | | 2/24/2026 | | | | | | 7,857 | | 329,208 | | | 12,337 | | — | | | | 74.910 | | 2/22/2027 | | | | | | 3,929 | | 164,625 | | | 9,071 | | 4,535 | | | | 72.730 | | 2/28/2028 | | | | | | 7,220 | | 329,208 | | | 4,949 | | 9,898 | | | | 61.790 | | 2/28/2029 | | | | | | | | | | | — | | 10,825 | | | | 51.140 | | 2/11/2030 | | | | | | | | | Henk Derksen | | 10,230 | | — | | — | | 35.830 | | 3/1/2021 | | — | | — | | 5,903 | | 247,336 | | | 3,100 | | — | | | | 28.760 | | 8/28/2021 | | | | | | 22,232 | | 931,521 | | | 24,810 | | — | | | | 39.830 | | 2/27/2022 | | | | | | 22,232 | | 931,521 | | | 15,234 | | — | | | | 50.010 | | 3/4/2023 | | | | | | 7,110 | | 297,909 | | | 15,068 | | — | | | | 72.570 | | 3/4/2024 | | | | | | 8,139 | | 348,566 | | | 13,370 | | — | | | | 89.230 | | 2/25/2025 | | | | | | 4,160 | | 174,304 | | | 16,409 | | — | | | | 52.890 | | 2/24/2026 | | | | | | 3,520 | | 147,488 | | | 19,583 | | — | | | | 74.910 | | 2/22/2027 | | | | | | 3,011 | | 126,161 | | | 10,886 | | 5,442 | | | | 72.730 | | 2/28/2028 | | | | | | | | | | | 6,416 | | 12,831 | | | | 61.790 | | 2/28/2029 | | | | | | | | | | | — | | 11,462 | | | | 51.140 | | 2/11/2030 | | | | | | | | | Brian Anderson | | 1,590 | | — | | — | | 35.830 | | 3/1/2021 | | — | | — | | 2,624 | | 109,946 | | | 2,290 | | — | | | | 39.830 | | 2/27/2022 | | | | | | 3,860 | | 161,734 | | | 1,241 | | — | | | | 50.010 | | 3/4/2023 | | | | | | 11,039 | | 462,534 | | | 434 | | — | | | | 72.570 | | 3/4/2024 | | | | | | 11,039 | | 462,534 | | | 5,535 | | — | | | | 89.230 | | 2/25/2025 | | | | | | 4,622 | | 193,662 | | | 6,769 | | — | | | | 52.890 | | 2/24/2026 | | | | | | 2,311 | | 96,831 | | | 6,854 | | — | | | | 74.910 | | 2/22/2027 | | | | | | 2,296 | | 96,202 | | | 4,838 | | 2,419 | | | | 72.730 | | 2/28/2028 | | | | | | 3,011 | | 126,161 | | | 3,483 | | 6,965 | | | | 61.790 | | 2/28/2029 | | | | | | | | | | | — | | 6,368 | | | | 51.140 | | 2/11/2030 | | | | | | | | | Ashish Chand | | 537 | | — | | — | | 72.570 | | 3/4/2024 | | — | | — | | 1,672 | | 70,057 | | | 1,103 | | — | | | | 89.230 | | 2/25/2025 | | | | | | 836 | | 35,028 | | | 738 | | — | | | | 52.890 | | 2/24/2026 | | | | | | 1,289 | | 54,009 | | | 1,477 | | — | | | | 74.910 | | 2/22/2017 | | | | | | 6,748 | | 282,741 | | | 1,542 | | 770 | | | | 72.730 | | 2/28/2028 | | | | | | 3,374 | | 141,371 | | | 3,194 | | 6,386 | | | | 61.790 | | 2/28/2029 | | | | | | 2,892 | | 121,175 | | | — | | 9,297 | | | | 51.140 | | 2/11/2030 | | | | | | | | | Dean McKenna | | 4,725 | | — | | — | | 84.640 | | 5/11/2025 | | — | | — | | 2,952 | | 123,689 | | | 7,384 | | — | | | | 52.890 | | 2/24/2026 | | | | | | 1,950 | | 81,705 | | | 8,029 | | — | | | | 74.910 | | 2/22/2027 | | | | | | 3,901 | | 163,452 | | | 5,443 | | 2,721 | | | | 72.730 | | 2/28/2028 | | | | | | 11,235 | | 470,747 | | | 1,760 | | 3,519 | | | | 61.790 | | 2/28/2029 | | | | | | 11,235 | | 470,747 | | | — | | 6,368 | | | | 51.140 | | 2/11/2030 | | | | | | 2,311 | | 96,831 | | | | | | | | | | | | | | | | | 2,337 | | 97,921 | | | | | | | | | | | | | | | | | 4,622 | | 193,662 |
Page 40 | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDBelden Inc. 2021 Proxy Statement
| | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | Name | | Number of
Securities
Underlying
Unexercised
Options(1) | | Number of
Securities
Underlying
Unexercised
Options(2)(3) | | Equity
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) | | Equity
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) | | (#)
Exercisable
(b) | | (#)
Unexercisable
(c) | | (#) (d) | | ($) (e) | | (f) | | (#) (g) | | ($) (h) | | # (i) | | ($) (j) | John Stroup | | 42,500 | | - | | - | | 35.790 | | 3/2/2021 | | 18,476 | | 880,936 | | 25,407 | | 1,211,406 | | | 49,432 | | 24,715 | | | | 50.010 | | 3/4/2023 | | 27,645 | | 1,318,114 | | | | | | | 18,138 | | 36,274 | | | | 72.570 | | 3/4/2024 | | | | | | | | | | | - | | 62,672 | | | | 89.230 | | 2/25/2025 | | | | | | | | | Henk Derksen | | 1,800 | | - | | - | | 47.705 | | 2/21/2017 | | 3,796 | | 180,993 | | 5,420 | | 258,426 | | | 8,400 | | - | | | | 40.960 | | 2/20/2018 | | 7,655 | | 364,990 | | | | | | | 1,868 | | - | | | | 11.920 | | 2/24/2019 | | | | | | | | | | | 13,768 | | - | | | | 21.700 | | 2/22/2020 | | | | | | | | | | | 10,230 | | - | | | | 35.830 | | 3/1/2021 | | | | | | | | | | | 3,100 | | - | | | | 28.760 | | 8/28/2021 | | | | | | | | | | | 24,810 | | - | | | | 39.830 | | 2/27/2022 | | | | | | | | | | | 10,156 | | 5,078 | | | | 50.010 | | 3/4/2023 | | | | | | | | | | | 5,023 | | 10,045 | | | | 72.570 | | 3/4/2024 | | | | | | | | | | | - | | 13,370 | | | | 89.23 | | 2/25/2025 | | | | | | | | | Glenn Pennycook | | 13,190 | | - | | - | | 21.700 | | 2/22/2020 | | 1,303 | | 62,127 | | 2,575 | | 122,776 | | | 11,200 | | - | | | | 35.830 | | 3/1/2021 | | 786 | | 37,476 | | | | | | | 9,950 | | - | | | | 39.830 | | 2/27/2022 | | 2,764 | | 131,788 | | | | | | | 4,208 | | 2,103 | | | | 50.010 | | 3/4/2023 | | | | | | | | | | | 1,814 | | 3,627 | | | | 72.570 | | 3/4/2024 | | | | | | | | | | | - | | 6,351 | | | | 89.230 | | 2/25/2025 | | | | | | | | | Ross Rosenberg | | - | | 30,600 | | - | | 50.070 | | 2/18/2023 | | 8,500 | | 405,280 | | 3,049 | | 145,376 | | | 2,477 | | 2,477 | | | | 50.010 | | 3/4/2023 | | 1,852 | | 88,303 | | | | | | | 1,535 | | 3,069 | | | | 72.570 | | 3/4/2024 | | 2,339 | | 111,524 | | | | | | | - | | 7,521 | | | | 89.230 | | 2/25/2025 | | | | | | | | | Roel Vestjens | | 980 | | - | | - | | 39.830 | | 2/27/2022 | | 1,344 | | 64,082 | | 3,388 | | 161,540 | | | 3,595 | | 1,797 | | | | 50.010 | | 3/4/2023 | | 3,403 | | 162,255 | | | | | | | 2,233 | | 4,464 | | | | 72.570 | | 3/4/2024 | | | | | | | | | | | - | | 8,356 | | | | 89.230 | | 2/25/2025 | | | | | | | | |
| | |
| (3) | For Mr. Stroup, his 24,715 unexercisable SARs expiring on March 4, 2023 vested on March 4, 2016. His 36,274 unexercisable SARs expiring on March 4, 2024 vest as follows: 18,137 on March 4, 2016 and 18,137 on March 4, 2017. His 62,672 unexercisable SARs expiring on February 25, 2025 vest as follows: 20,891 on February 25, 2016, 20,891 on February 25, 2017 and 20,890 on February 25, 2018. |
For Mr. Derksen,Stroup, his 5,078 unexercisable SARs expiring on March 4, 2023 vested on March 4, 2016. His 10,045 unexercisable SARs expiring on March 4, 2024 vest as follows: 5,023 on March 4, 2016 and 5,022 on March 4, 2017. His 13,37028,210 unexercisable SARs expiring on February 25, 2025 vest as follows: 4,45728, 2028 vested on February 25, 2016, 4,457 on February 25, 2017 and 4,456 on February 25, 2018. For Mr. Pennycook, his 2,103 unexercisable SARs expiring on March 4, 2023 vested on March 4, 2016. His 3,627 unexercisable SARs expiring on March 4, 2024 vest as follows: 1,814 on March 4, 2016 and 1,813 on March 4, 2017. His 6,351 unexercisable SARs expiring on February 25, 2025 vest as follows: 2,117 on February 25, 2016, 2,117 on February 25, 2017 and 2,117 on February 25, 2018.
For Mr. Rosenberg, his 30,600 unexercisable SARs expiring on February 18, 2023 vest on February 18, 2018. His 2,477 unexercisable SARs expiring on March 4, 2023 vested on March 4, 2016. His 3,069 unexercisable SARs expiring on March 4, 2024 vest as follows: 1,535 on
| | 28, 2021. | Belden Inc. 2016 Proxy Statement | | Page 33 |
March 4, 2016 and 1,534 on March 4, 2017. His 7,521 unexercisable SARs expiring on February 25, 2025 vest as follows: 2,507 on February 25, 2016, 2,507 on February 25, 2017 and 2,507 on February 25, 2018.
|
For Mr. Vestjens, his 4,535 unexercisable SARs expiring on February 28, 2028 vested on February 28, 2021. His 9,898 unexercisable SARs expiring on February 28, 2029, vest as follows: 4,949 on February 28, 2021, and 4,949 on February 28, 2022; his 10,825 SARs expiring on February 11, 2030 vest as follows: 3,609 on February 11, 2021; 3,608 on February 11, 2022; and 3,608 on February 11, 2023. For Mr. Derksen, his 5,442 unexercisable SARs expiring on February 28, 2028 vested on February 28, 2021. 6,416 of his 12,831 unexercisable SARs expiring February 28, 2028 vested on February 28, 2021; and 6,415 were canceled upon his termination of employment on March 12, 2021. 3,821 of his 11,462 SARs expiring on February 11, 2030 vested on February 11, 2021; 7,641 were canceled upon his termination of employment on March 12, 2021. For Mr. Anderson, his 2,419 unexercisable SARs expiring on February 28, 2028 vested on February 28, 2021. His 6,965 unexercisable SARs expiring on February 28, 2029 vest as follows: 3,483 on February 28, 2021, and 3,482 on February 28, 2022. His 6,368 unexercisable SARs expiring February 11, 2030, vest as follows: 2,123 on February 11, 2021; 2,123 on February 11, 2022; and 2,122 on February 11, 2023. For Mr. Chand, his 770 unexercisable SAR’s expiring on February 28, 2028 vested on February 28, 2021. His 6,386 unexercisable SARs expiring on February 28, 2029 vest as follows: 3,183 on February 28, 2021, and 3,182 on February 28, 2022. His 9,297 unexercisable SARs expiring February 11, 2030, vest as follows: 3,099 on February 11, 2021; 3,099 on February 11, 2022; and 3,099 on February 11, 2023. For Mr. McKenna, his 2,721 unexercisable SAR’s expiring on February 28, 2028 vested on February 28, 2021. His 3,519 unexercisable SARs expiring on February 28, 2029 vest as follows: 1,760 on February 28, 2021, and 1,759 on February 28, 2022. His 6,368 unexercisable SARs expiring February 11, 2030, vest as follows: 2,123 on February 11, 2021; 2,123 on February 11, 2022; and 2,122 on February 11, 2023. For Mr. Vestjens, his 1,797 unexercisable SARs expiring on March 4, 2023 vested on March 4, 2016. His 4,464 unexercisable SARs expiring on March 4, 2024 vest as follows: 2,232 on March 4, 2016 and 2,232 on March 4, 2017. His 8,356 unexercisable SARs expiring on February 25, 2025 vest as follows: 2,786 on February 25, 2016, 2,785 on February 25, 2017 and 2,785 on February 25, 2018.
(4) | The exercise price of SAR awards granted since 2008 was| (4) | The exercise price of SAR awards granted is the closing price of Belden shares on the grant date. The exercise price of SAR awards granted prior to 2008 was the average of the high and low prices of Belden shares on the grant date. |
| (5) | On each of February 28, 2018, February 28, 2019, and February 11, 2020, the NEOs were granted PSUs. Each tranche of PSUs carries a three year measurement period. Based on the Company’s performance during this period on total stockholder return relative to the S&P 1500 Industrials Index, weighted 50%, and on consolidated free cash flow, weighted 50%, a conversion factor from 0 to 2.0 will be generated. If the conversion factor is greater than 0, the PSUs will be converted to a whole number of shares and delivered to the NEOs upon conversion. |
Effective May 1, 2020, each of the Company’s NEOs experienced a salary reduction of between 30% and 50% for the duration of 2020. In place of the forfeited salary compensation, each NEO was awarded an amount of time-vested RSUs on July 1, 2020 equal to the aggregate value of the salary reduction. The vesting schedule for these RSUs is included in the descriptions below. Mr. Stroup’s 30,598 PSUs were reviewed by the Compensation Committee on February 16, 2021 and, based on the conversion ratio, they converted to zero shares. His 40,630 PSUs will be reviewed at the first quarter 2022 Compensation Committee meeting. His 46,218 PSUs will be reviewed at the first quarter 2023 Compensation Committee meeting. His 40,630 restricted stock units granted on February 28, 2019 will vest on February 28, 2022. His 46,218 restricted stock units granted on February 11, 2020 will vest on February 11, 2023. His 5,405 restricted stock units granted on July 1, 2020 will vest as follows: 1,802 on July 1, 2021; 1,802 on July 1, 2022; and 1,801 on July 1, 2023. It is contemplated that Mr. Stroup will retire from the Company in 2021. Upon retirement, all of the PSU and RSU grants would receive accelerated vesting. Mr. Vestjens’ 4,919 PSUs were reviewed by the Compensation Committee on February 16, 2021 and, based on the conversion ratio, they converted to zero shares. His 5,485 PSUs will be reviewed at the first quarter 2022 Compensation Committee meeting. His 7,857 PSUs will be reviewed at the first quarter 2023 Compensation Committee meeting. His 17,847 Supplemental Incentive Plan PSU’s and 17,847 Supplemental Incentive Plan RSUs vest as described in the discussion of the Supplemental Incentive Plan above. His 3,939 restricted stock units granted on February 11, 2020 will vest on February 11, 2023. His 7,220 restricted stock units granted on July 1, 2020 will vest as follows: 2,407 on July 1, 2021; 2,407 on July 1, 2022, and 2,406 on July 1, 2023. Mr. Derksen’s 5,903 PSUs were reviewed by the Compensation Committee on February 16, 2021 and, based on the conversion ratio, they converted to zero shares. His 7,110 PSUs and his 8,319 PSUs were canceled upon his termination of employment on March 12, 2021. His 22,232 Supplemental Incentive Plan PSU’s and 22,232 Supplemental Incentive Plan RSUs vested upon termination of his employment on March 12, 2021. His 4,160 restricted stock units granted on February 11, 2020 and his 3,520 restricted stock units granted on July 1, 2020 were canceled upon his termination of employment on March 12, 2021. Mr. Derksen was also granted 3,011 restricted stock units upon the successful divestiture of the Company’s Live Media business on July 2, 2020 that vested upon termination of his employment on March 12, 2021. The RSUS that received accelerated vesting will be delivered six months after the termination date pursuant to Internal Revenue Code Section 409A. Mr. Anderson’s 2,624 PSUs were reviewed by the Compensation Committee on February 16, 2021 and, based on the conversion ratio, they converted to zero shares. His 3,860 PSUs will be reviewed at the first quarter 2022 Compensation Committee meeting. His 4,622 PSUs will be reviewed at the first quarter 2023 Compensation Committee meeting. His 11,039 Supplemental Incentive Plan PSU’s and 11,039 Supplemental Incentive Plan RSUs vest as described in the discussion of the Supplemental Incentive Plan above. His 2,311 restricted stock units granted on February 11, 2020 will vest on February 11, 2023. His 2,296 restricted stock (5) | Mr. Stroup’s 18,476 RSUs vested on March 4, 2016. His 27,645 RSUs vest on February 25, 2017. | |
Belden Inc. 2021 Proxy Statement | Page 41 | |
units granted on July 1, 2020 will vest as follows: 766 on July 1, 2021; 765 on July 1, 2022, and 765 on July 1, 2023. Mr. Anderson was also granted 3,011 restricted stock units upon the successful divestiture of the Company’s Live Media business on July 2, 2020 that will vest on July 2, 2023. Mr. Chand’s 1,672 PSUs were reviewed by the Compensation Committee on February 16, 2021 and, based on the conversion ratio, they converted to zero shares. His 6,748 PSUs will be reviewed at the first quarter 2023 Compensation Committee meeting. His 836 restricted stock units granted on February 28. 2018 vested on February 28, 2021. His 1,289 restricted stock units granted on February 28, 2019 will vest on February 28, 2022. His 3,374 restricted stock units granted on February 11, 2020 will vest on February 11, 2023. His 2,892 restricted stock units granted on July 1, 2020 will vest as follows: 964 on July 1, 2021; 964 on July 1, 2022; and 964 on July 1, 2023. Mr. McKenna’s 2,952 PSUs were reviewed by the Compensation Committee on February 16, 2021 and, based on the conversion ratio, they converted to zero shares. His 3,901 PSUs will be reviewed at the first quarter 2022 Compensation Committee meeting. His 4,622 PSUs will be reviewed at the first quarter 2023 Compensation Committee meeting. His 11,235 Supplemental Incentive Plan PSU’s and 11,235 Supplemental Incentive Plan RSUs vest as described in the discussion of the Supplemental Incentive Plan above. His 1,950 restricted stock units granted on February 28, 2019 will vest on February 28, 2022. His 2,311 restricted stock units granted on February 11, 2020 will vest on February 11, 2023. His 2,337 restricted stock units granted on July 1, 2020 will vest as follows: 779 on July 1, 2021; 779 on July 1, 2022, and 779 on July 1, 2023. | (6) | The market value represents the product of the number of shares and the closing market price of Belden shares on December 31, 2020 ($41.90). The value of PSU awards assumes a conversion at a 1.0 ratio. |
| | Page 42 | Belden Inc. 2021 Proxy Statement |
OPTION EXERCISES AND STOCK VESTED | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | | | Number of | | | | | | | | | Value Realized | | | | Shares Acquired | | | Value Realized on | | | Number of Shares | | | on | | | | on Exercise | | | Exercise | | | Acquired on Vesting | | | Vesting(1) | | Name | | (#) | | | ($) | | | (#) | | | ($) | | (a) | | (b) | | | (c) | | | (d) | | | (e) | | John Stroup | | — | | | — | | | — | | | — | | Roel Vestjens | | — | | | — | | | — | | | — | | Henk Derksen | | — | | | — | | | — | | | — | | Brian Anderson | | — | | | — | | | — | | | — | | Ashish Chand | | — | | | — | | | 1,237 | | | 54,030 | | Dean McKenna | | — | | | — | | | — | | | — | |
| (1) | Mr. Derksen’s 3,796 RSUs vested on March 4, 2016. His 7,655 RSUsChand had stock awards vest on February 25, 2017.Mr. Pennycook’s 1,303 RSUs22, 2020 and his 786 RSUs each vested on March 4, 2016. His 2,764 RSUs vestAugust 1, 2020; and the applicable fair market value per share on February 25, 2017.
Mr. Rosenberg’s 8,50022 was $47.1175, and was $31.8550 on August 1. When the vesting date falls on a trading day, the fair market value is the average of the high and low trading prices of Belden shares on that day. When the vesting date falls on non-trading day, the fair market value is the average of (a) the average of the high and low trading prices of Belden shares on the trading day immediately preceding the vesting date and (b) the average of the high and low trading prices of Belden shares on the trading day immediately following the vesting date. The number of RSUs that vested were as follows: 470 RSUs on February 18, 2016. His 1,85222, and 1,000 RSUs vested on March 4, 2016. His 2,339 RSUs vestAugust 1. Giving effect to the actual tax withholding that occurred, Mr. Chand acquired 470 shares on February 25, 2017.22, 2020, and 767 shares on August 1, 2020.
|
PENSION BENEFITS | | | | | | | | | | | | | | | | | | | | | Present Value of | | | | | | | | | | Number of Years | | | Accumulated | | | Payments During | | | | | | | Credited Service | | | Benefit(2) | | | Last Fiscal Year | | Name | | Plan Name(1) | | | (#) | | | ($) | | | ($) | | (a) | | (b) | | | (c) | | | (d) | | | (e) | | John Stroup | | Pension Plan | | | | | | 941,216 | | | — | | | | Excess Plan | | | | | | 2,421,757 | | | — | | | | Postretirement | | | 15.2 | | | | | | | | | | Life Benefits | | | | | | 2,528 | | | — | | Roel Vestjens | | Pension Plan | | | — | | | — | | | — | | | | Excess Plan | | | | | | — | | | — | | Henk Derksen | | Pension Plan | | | 10.8 | | | 577,442 | | | — | | | | Excess Plan | | | | | | 424,888 | | | — | | Brian Anderson | | Pension Plan | | | 12.6 | | | 365,522 | | | — | | | | Excess Plan | | | | | | 117,956 | | | — | | Ashish Chand | | Pension Plan | | | — | | | — | | | — | | | | Excess Plan | | | | | | — | | | — | | Dean McKenna | | Pension Plan | | | — | | | — | | | — | | | | Excess Plan | | | | | | — | | | — | |
| (1) | Messrs. Stroup, Derksen and Anderson participate in the Belden Wire & Cable Company Pension Plan (“Pension Plan”) and the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (“Excess Plan”). Mr. Vestjens’ 1,344 RSUs vestedMcKenna does not participate in the plans because he joined the Company after the plans were closed to new participants in 2010. Mr. Vestjens and Mr. Chand do not participate in the plans because they relocated to the U.S. after the Plans were closed to new participants in 2010. The |
| | Belden Inc. 2021 Proxy Statement | Page 43 |
| Pension Plan is a cash balance plan. The account of each participant increases on March 4, 2016. His 3,403 RSUs vestan annual basis by 4% of the participant’s eligible compensation up to the Social Security wage limit ($137,700 for 2020) and by 8% of the participant’s eligible compensation in excess of the Social Security wage limit up to the limit on February 25, 2017.(6) | The market value represents the product of the number of shares and the closing market price of Belden shares on December 31, 2015 ($47.68). |
(7) | On February 25, 2015, the NEOs were granted PSUs. The PSUs carry a three year measurement period from January 1, 2015 to December 31, 2017. Based on the Company’s performance during this period on total stockholder return relative to the S&P 1500 Industrials Index, weighted 50%, and on consolidated free cash flow, weighted 50%, a conversion factor from 0 to 2.0 will be generated. If the conversion factor is greater than 0, the PSUs will be converted to a whole number of shares and delivered to the NEOs in 2018. |
(8) | The market value represents the product of the number of shares and the closing market price of Belden shares on December 31, 2015 ($47.68). |
| | | Page 34 | | Belden Inc. 2016 Proxy Statement |
OPTION EXERCISES AND STOCK VESTED
| | | | | | | | | | | | Option Awards | | Stock Awards | | Name | | Number of Shares Acquired
on Exercise (#) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting(1) ($) | | (a) | | (b) | | (c) | | (d) | | (e) | John Stroup | | 180,600 | | 8,890,309(2) | | 36,293 | | 3,229,796 | Henk Derksen | | - | | - | | 6,336 | | 563,933 | Glenn Pennycook | | - | | - | | 2,016 | | 179,546 | Ross Rosenberg | | 4,012 | | 120,635(3) | | 1,852 | | 164,291 | Roel Vestjens | | - | | - | | 2,022 | | 179,787 |
(1) | The dates on which the executive officers had stock awards vest and the applicable fair market values on those days are as follows: February 22, 2015 – $89.285, February 27, 2015 – $89.695, March 1, 2015 – $89.3975 and March 4, 2015 – $88.71. 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 – 17,816 RSUs on February 22, 2015 and 18,477 RSUs on March 4, 2015; Mr. Derksen – 1,550 RSUs on February 22, 2015, 990 RSUs on February 27, 2015 and 3,796 on March 4, 2015; Mr. Pennycook – 1,229 RSUs on February 22, 2015 and 787 RSUs on March 4, 2015; Mr. Rosenberg – 1,852 RSUs on March 4, 2015; and Mr. Vestjens – 453 RSUs on February 22, 2015, 225 RSUs on March 1, 2015 and 1,344 RSUs on March 4, 2015. Giving effect to the actual tax withholding that occurred, Mr. Stroup acquired 9,273 shares on February 22, 2015 and 9,617 shares on March 4, 2015; Mr. Derksen acquired 1,005 shares on February 22, 2015, 659 shares on February 27, 2015 and 2,530 shares on March 4, 2015; Mr. Pennycook acquired 799 shares on February 22, 2015 and 537 shares on March 4, 2015; Mr. Rosenberg acquired 1,234 shares on March 4, 2015; and Mr. Vestjens acquired 277 shares on February 22, 2015, 149 shares on March 1, 2015 and 895 shares on March 4, 2015. |
(2) | During 2015, Mr. Stroup exercised the following SARs and sold the resulting shares pursuant to his 10b5-1 plan: |
| | | | | | | | | | | | | | | | | | | | | | | | | | Date | | Number
of SARS | | | Market
Price | | | Exercise
Price | | | Pre-tax
proceeds | | | Resulting
shares | | | Net proceeds | | 02/13/2015 | | | 50,000 | | | $ | 87.380 | | | $ | 35.790 | | | $ | 2,579,500.00 | | | | 17,036 | | | $ | 1,484,748.99 | | 02/13/2015 | | | 87,067 | | | $ | 87.380 | | | $ | 39.830 | | | $ | 4,140,035.85 | | | | 24,661 | | | $ | 2,148,765.55 | �� | 02/27/2015 | | | 43,533 | | | $ | 89.695 | | | $ | 39.830 | | | $ | 2,170,773.05 | | | | 12,596 | | | $ | 1,115,455.48 | |
(3) | During 2015, Mr. Rosenberg exercised the following SARs and retained the resulting shares: |
| | | | | | | | | | | | | | | | | | | | | | | | | | Date | | Number
of SARS | | | Market
Price | | | Exercise
Price | | | Pre-tax
proceeds | | | Resulting
shares | | | Value at
12/31/15 | | 03/04/2015 | | | 2,477 | | | $ | 88.710 | | | $ | 50.010 | | | $ | 95,859.90 | | | | 720 | | | $ | 34,329.60 | | 03/04/2015 | | | 1,535 | | | $ | 88.710 | | | $ | 72.570 | | | $ | 24,774.90 | | | | 186 | | | $ | 8,868.48 | |
| | | Belden Inc. 2016 Proxy Statement | | Page 35 |
PENSION BENEFITS
| | | | | | | | | | Name | | Plan Name(1) | | Number of Years
Credited Service (#) | | Present Value of
Accumulated
Benefit(2) ($) | | Payments During Last Fiscal Year ($) | | (a) | | (b) | | (c) | | (d) | | (e) | John Stroup | | Pension Plan | | 10.2 | | 321,173 | | - | | | | Excess Plan | | | 1,416,862 | | - | | | | Postretirement
Life Benefits | | | 726 | | - | Henk Derksen | | Pension Plan | | 5.8 | | 150,329 | | - | | | | Excess Plan | | | 193,825 | | - | Glenn Pennycook | | Pension Plan | | 7.1 | | 152,953 | | - | | | | Excess Plan | | | 76,020 | | - | Ross Rosenberg | | Pension Plan | | 0 | | - | | - | | | | Excess Plan | | | - | | - | Roel Vestjens | | Pension Plan | | 0 | | - | | - | | | | Excess Plan | | | - | | - |
(1) | Messrs. Stroup, Derksen and Pennycook participate in the Belden Wire & Cable Company Pension Plan (“Pension Plan”) and the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (“Excess Plan”). Mr. Rosenberg does not participate in the plans because he joined the Company after the plans were closed to new participants in 2010. Mr. Vestjens does not participate in the plans because he relocated to the U.S. 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 ($118,500 for 2015) 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 ($265,000 for 2015)compensation that may be taken into account by a plan qualified under the Internal Revenue Code ($285,000 for 2020). The Excess Plan provides the benefit to the participant that would have been available under the Pension Plan if there were not a limit on compensation that may be taken into account by a plan qualified under the Internal Revenue Code. In general, eligible compensation for a participant includes base salary plus any amount earned under the annual cash incentive plan. Upon retirement, participants in the Pension Plan may elect a lump sum distribution or a variety of annuity options. Upon retirement, participants in the Excess Plan will receive a lump sum distribution. |
| (2) | The computation of the value of accumulated benefit for each individual incorporates a 4.0% discount rate, an interest credit rate of 4.5%, and an expected retirement age of 65. |
NONQUALIFIED DEFERRED COMPENSATION(1)
| | | | | | | | | | | | | | Name | | Executive
Contributions
in Last FY
($) | | Registrant
Contributions
in Last FY
($) | | Aggregate
Earnings
in Last FY
($) | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance
at Last
FYE ($) | | (a) | | (b) | | (c) | | (d) | | (e) | | | (f) | John Stroup | | 270,427 | | 74,828 | | 40,032 | | | - | | | 2,149,616 | Henk Derksen | | 33,833 | | 27,174 | | 3,968 | | | - | | | 228,100 | Glenn Pennycook | | 95,888 | | 11,370 | | 5,361 | | | - | | | 320,101 | Ross Rosenberg | | - | | - | | - | | | - | | | - | Roel Vestjens | | 19,661 | | 16,545 | | 366 | | | - | | | 36,572 |
(1) | Each of Messrs. Stroup, Derksen, Pennycook and Vestjens 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. |
| | | Page 36 | | Belden Inc. 2016 Proxy Statement |
EMPLOYMENT, SEVERANCE AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has written agreements with each of the named executive officers. The Compensation Committee (withvalue of accumulated benefit for each individual incorporates a 2.10% discount rate, an interest credit rate of 3.50%, and an expected retirement age of 65.
|
NONQUALIFIED DEFERRED COMPENSATION(1) | | | | | | | | | | | | | | | | | | Executive | | | Registrant | | | Aggregate | | | Aggregate | | | Aggregate | | | | Contributions | | | Contributions | | | Earnings | | | Withdrawals/ | | | Balance | | | | in Last FY | | | in Last FY | | | in Last FY | | | Distributions | | | at Last | | Name | | ($) | | | ($) | | | ($) | | | ($) | | | FYE ($) | | (a) | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | John Stroup | | 60,934 | | | 32,419 | | | 66,848 | | | — | | | 3,398,002 | | Roel Vestjens | | 18,549 | | | 14,185 | | | 4,511 | | | — | | | 247,879 | | Henk Derksen | | 23,092 | | | 17,754 | | | 11,117 | | | — | | | 583,773 | | Brian Anderson | | 33,588 | | | 8,728 | | | 2,350 | | | — | | | 135,883 | | Dean McKenna | | 6,624 | | | 5,093 | | | 2,024 | | | — | | | 111,708 | |
| (1) | Each of Messrs. Stroup, Derksen, Anderson, McKenna, and Vestjens participates in the assistance of Deloitte Consulting and management) annually reviews the key provisionsBelden Supplemental Excess Defined Contribution Plan. Amounts reflected in column (c), but not those in column (d), have been reflected in column (i) of the executive employment agreements to ensure they are competitive, based on peer group and market survey data.Summary Compensation Table. |
| | .Page 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 was 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 $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. Amounts payable in the event of Mr. Stroup’s separation of employment are noted below under44
| “Potential Payments upon Termination or Change in Control.”Belden Inc. 2021 Proxy Statement
Henk Derksen. Mr. Derksen entered into an employment agreement with the Company, effective January 1, 2010. It was amended and restated as of January 1, 2012 when Mr. Derksen was promoted to his current office. 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. Derksen’s annual base salary of $490,740 is subject to annual review. Mr. Derksen 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 75% of his base salary. Amounts payable in the event
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EMPLOYMENT, SEVERANCE AND CHANGE-IN-CONTROL ARRANGEMENTS Each of the Company’s named executive officers other than Mr. Stroup are parties to the Belden Inc. Executive Severance Program. The Compensation Committee (with the assistance of Meridian and management) annually reviews the key provisions of the Executive Severance Program to ensure it is competitive, based on peer group and market survey data. Mr. Stroup entered into an employment agreement with the Company on May 21, 2020 in connection with this appointment as Executive Chairman and Mr. Vestjens appointment as President and Chief Executive Officer of the Company. The agreement is for a term of one year and is renewable only upon the mutual consent of the Company and Mr. Stroup. Mr. Stroup’s current base salary is $500,000 per year, and is subject to annual review. Mr. Stroup is entitled to participate in the Company’s annual cash incentive plan and other employment benefit plans available to senior executives. His target annual cash incentive award is 125% of his base salary. Amounts payable in the event of each NEO’s separation of employment are noted below under“Potential Payments upon Termination or Change in Control.” | | Belden Inc. 2021 Proxy Statement | Glenn Pennycook.Page Mr. Pennycook entered into an employment agreement with the Company, effective May 30, 2013, in connection with his promotion to his current position. The agreement’s initial term was for one 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. Mr. Pennycook’s annual base salary of $360,500 is subject to annual review. Mr. Pennycook 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 under45“Potential Payments upon Termination or Change in Control.”
Ross Rosenberg.Mr. Rosenberg entered into an employment agreement with the Company, effective May 28, 2014, in connection with his promotion to his current position. The agreement’s initial term is for one 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. Mr. Rosenberg’s annual base salary of $389,890 is subject to annual review. Mr. Rosenberg 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.”
Roel Vestjens.Mr. Vestjens entered into an employment agreement with the Company, effective May 28, 2014, in connection with his promotion to his current position. The agreement’s initial term was for one 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. Mr. Vestjens’ annual base salary of $374,500 is subject to annual review. Mr. Vestjens 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.”
| | | Belden Inc. 2016 Proxy Statement | | Page 37 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
The NEO’s employment agreements with the Company provide
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The Belden Executive Severance Program provides 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. Mr. Stroup is not a participant in the Belden Executive Severance Program. Mr. Stroup, if terminated not in connection with a change of control, voluntarily or otherwise, is entitled to receive any accrued and base salary through the date of termination, along with any accrued and unused vacation, and reimbursement of any unreimbursed expenses. Termination not for cause not in connection with a change in control Pursuant to the Severance Program and 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. Termination not for cause not in connection with a change in control
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 monthsperiod; |
| ● | if the executive is the Company’s Chief Executive Officer, severance payments equal to the sum of the officer’s current base salary plus his target bonus, multiplied by 1.5, payable in the case of Mr. Stroup);equal semi-monthly installments over an eighteen-month period; |
| ● | any unpaid bonus earned with respect to anythe portion of the current fiscal year endingcompleted as of the date of termination based on orthe actual performance under the applicable annual cash incentive plan, payable when awards are generally paid for senior executives for such year; and |
| ● | a lump sum payment equal to the full monthly premium (i.e., the executive’s and the Company’s) for coverage under the Company group health care plan (including group dental and vision coverage) based on the executive’s coverage elections in effect immediate prior to the date of termination; andcontinued participationtermination multiplied by 12 (or, in the case of the Company’s medical and dental plans for twelve months (eighteen months for Mr. Stroup)Chief Executive Officer, multiplied by 18).
Pursuant to the employment agreements, “cause” is defined to include the officer’s:
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Pursuant to the Severance Program, “cause” is defined to include: | ● | willful and continued failure to perform his duties following appropriate opportunities to cure the deficiencies; |
| ● | conviction or plea of nolo contendere of a felony or any crime involving moral turpitude;lackengagement in a dishonest act, misappropriation of authority to enterfunds, embezzlement, criminal conduct or common law fraud;
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| ● | material violation of the employment agreement without violating another agreement to which officer was a party;Company’s Code of Conduct; andgross misconduct
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| ● | engagement in the performance of his employment duties.Termination not for cause byan act that materially damages or materially prejudices the Company or its affiliates or the officer’s engagement in activities materially damaging to the property, business or reputation of the Company or its affiliates.
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Termination not for cause by the Company or for good reason by the officer after a change in control The Severance Program 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: | ● | any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for good reasonsuch year; |
| | Page 46 | Belden Inc. 2021 Proxy Statement |
| ● | A pro-rated annual cash incentive for the fiscal year in which the termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365; |
| ● | a lump sum severance payment payable at the time provided by Section 4.02(e) in the officer after aggregate amount equal to the product of (A) the sum of (1) the Participant’s highest base salary during the time between the change of control and the date that is two years following the change of control plus (2) the executive’s annual target cash incentive award for the year in which the termination occurs multiplied by (B) two (2); |
| ● | a changelump sum payment equal to the full monthly premium (i.e., the executive’s and the Company’s) for coverage under the Company group health care plan (including group dental and vision coverage) based on the executive’s coverage elections in controlEacheffect immediate prior to the termination multiplied by 24 ;
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| ● | unvested PSUs convert to RSUs at a 1.00 conversion ratio at the time of the “change in control;” and |
| ● | unvested equity awards vest upon the termination following the “change in control”. |
Mr. Stroup’s 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 a 24-month period;
| ● | any unpaid bonusannual cash incentive award earned with respect to any fiscal year ending on or prior topreceding the date of termination;unvested PSUs converttermination, payable when awards are paid generally to RSUs atsenior executives for such year;
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| ● | A pro-rated annual cash incentive for the fiscal year in which the termination occurs, the amount of which shall be based on target performance and a 1.00 conversion ratiofraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365; |
| ● | a lump sum severance payment payable at the time provided by Section 4.02(e) in the aggregate amount equal to the product of (A) the “changesum of (1) the Participant’s highest base salary during the time between the change of control and the date that is two years following the change of control plus (2) the executive’s annual target cash incentive award for the year in control”;unvested equity awards vest uponwhich the termination following the “change in control”occurs multiplied by (B) two (2);
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| ● | subject to his continued co-payment of premiums, continued participation for two years in the Company’s medical benefits plan which covers Mr. Stroup and dental planshis eligible dependents on the same terms in effect for 24 months; andif necessary, a gross-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%active employees of the threshold at which such amounts become an excess parachute payment under IRC Section 280G. Starting in 2010, this gross-up feature was not offered to new executive officers. There is no gross-upCompany.
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A “change in control” of the Company generally will occur when a person acquires more than 50% of the outstanding shares of the Company’s stock or a majority of the Board consists of individuals who were not approved by the Board. Upon a change in control in the Company, the named executive officers will have the employment agreements of Messrs. Derksen, Pennycook, Rosenberg and Vestjens. A “change in control” of the Company generally will occur when a person acquires more than 50% of the outstanding shares of the Company’s stock or a majority of the Board consists of individuals who were not approved by the Board. Upon a change in control in the Company, the named executive officers will have the
| | | Page 38 | | Belden Inc. 2016 Proxy Statement |
right for a period of two years to leave the Company for “good reason” and receive the amounts set out above should the scope of their employment with the Company “negatively and materially” change. 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 | ● | Any unpaid bonuscash incentive award earned with respect to any fiscal year ending on or prior topreceding the date of termination;termination, payable when annual cash incentives are paid generally to senior executives for such year; |
| ● | A pro-rated annual cash incentive award for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable annual cash incentive plan and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated cash incentive award shall be paid when awards are paid generally to senior executives for such year; |
| | Belden Inc. 2021 Proxy Statement | Page 47 |
| ● | Any unvested equity awards will vest immediately.Retirement
Underimmediately;
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| ● | The pro rata portion of PSUs related to the Company’s equity plans, anamount of time the employee who has reachedwas employed during the agemeasuring period will convert to shares of 65Company common stock when awards are converted generally for such year; |
| ● | Any disability insurance benefits, or has reachedlife insurance proceeds, as the age of 55 with ten years of service withcase may be, as may be provided under the Company can voluntarily retire fromplans in which the Company with the result that all unvested equity awards that were granted at least one yearParticipant participates immediately 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. None of the NEOs were eligible for retirement as of December 31, 2015.such termination; |
Retirement Under the Company’s equity plans, an employee who has reached the age of 65 or has reached the age of 55 with ten years of service with the Company 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 (with certain limited exceptions) 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. As of December 31, 2020, none of the Company’s NEOs were eligible for retirement. Estimate of Payments The estimated payments owed to each officer upon the various termination events are based on the following assumptions and/or exclusions: | ● | it is assumed that each triggering event occurred on December 31, 20152020 and that the value of our common stock was the closing market price of our stock on that date, or $47.68the last trading day prior to December 31, 2020, $41.90 (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, 2015)2020); |
| ● | 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 20152020 Non-Equity Incentive Plan Compensation is included based on the technical requirement that an employee must be employed on January 1, 20162021 to earn the 20152020 bonus. The officers’ employment agreementsSeverance Program would entitle them to receive the 20152020 bonus even if termination occurred on December 31, 2015); | • | | 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 “Nonqualified Deferred Compensation”2020); and |
| ● | 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 “Nonqualified Deferred Compensation.” |
in performing calculations for determining whether a Section 280G gross-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. | | | Page 48 | Belden Inc. 2021 Proxy Statement | Belden Inc. 2016 Proxy Statement | | Page 39 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting | | | | | | | | | | | | | | | | 2020 Non- | | | of Equity Value | | | | | | | | | | | | | | | | Equity | | | | | | Stock | | | Welfare | | | Excise Tax | | | | | | | Aggregate | | | Incentive Plan | | | Restricted | | | Options/ | | | Benefits | | | Gross-up | | | | | | | Severance | | | Compensation | | | Stock Units | | | SARs | | | Continuation | | | Payment | | | Total | | Name | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | 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 | | 2,250,000 | | | 550,000 | | | 8,812,424 | | | — | | | 35,404 | | | — | | | 11,647,828 | | Death/Disability | | — | | | 550,000 | | | 8,812,424 | | | — | | | — | | | | | | 9,362,424 | | Retirement | | — | | | — | | | — | | | — | | | — | | | — | | | | | Roel Vestjens | | | | | | | | | | | | | | | | | | | | | | Termination not for cause not in connection with a change in control | | 2,587,500 | | | 858,000 | | | — | | | — | | | 26,553 | | | — | | | 3,472,053 | | Termination not for cause by the Company or for good reason by the officer after a change in control | | 3,450,000 | | | 858,000 | | | 2,739,181 | | | — | | | 35,404 | | | — | | | 7,082,586 | | Death/Disability | | — | | | 858,000 | | | 2,739,181 | | | — | | | — | | | — | | | 3,597,181 | | Retirement | | — | | | | | | — | | | — | | | — | | | — | | | | | Henk Derksen | | | | | | | | | | | | | | | | | | | | | | Termination not for cause not in connection with a change in control | | 1,022,858 | | | 385,763 | | | — | | | — | | | 17,626 | | | — | | | 1,426,247 | | Termination not for cause by the Company or for good reason by the officer after a change in control | | 2,045,715 | | | 385,763 | | | 3,218,518 | | | — | | | 35,252 | | | — | | | 5,685,248 | | Death/Disability | | — | | | 385,763 | | | 3,218,518 | | | — | | | — | | | — | | | 3,604,281 | | Retirement | | — | | | — | | | | | | — | | | — | | | — | | | | | Brian Anderson | | | | | | | | | | | | | | | | | | | | | | Termination not for cause not in connection with a change in control | | 648,142 | | | 258,342 | | | — | | | — | | | 17,702 | | | — | | | 924,186 | | Termination not for cause by the Company or for good reason by the officer after a change in control | | 1,296,284 | | | 258,342 | | | 1,714,460 | | | — | | | 35,404 | | | — | | | 3,304,490 | | Death/Disability | | — | | | 258,342 | | | 1,714,460 | | | — | | | — | | | — | | | 1,972,802 | | Retirement | | — | | | — | | | — | | | — | | | — | | | — | | | | | Ashish Chand | | | | | | | | | | | | | | | | | | | | | | Termination not for cause not in connection with a change in control | | 805,000 | | | 287,930 | | | — | | | — | | | 17,702 | | | — | | | 1,110,632 | | Termination not for cause by the Company or for good reason by the officer after a change in control | | 1,610,000 | | | 287,930 | | | 706,362 | | | — | | | 35,404 | | | — | | | 2,639,696 | | Death/Disability | | — | | | 287,930 | | | 706,362 | | | — | | | — | | | — | | | 994,292 | | Retirement | | — | | | — | | | — | | | — | | | — | | | — | | | | | Dean McKenna | | | | | | | | | | | | | | | | | | | | | | Termination not for cause not in connection with a change in control | | 659,668 | | | 282,059 | | | — | | | — | | | 17,626 | | | — | | | 959,353 | | Termination not for cause by the Company or for good reason by the officer after a change in control | | 1,319,336 | | | 282,059 | | | 1,704,160 | | | — | | | 35,252 | | | — | | | 3,340,807 | | Death/Disability | | — | | | 282,059 | | | 1,704,160 | | | — | | | — | | | — | | | 1,986,219 | | Retirement | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accelerated Vesting
of Equity Value | | | | | | | | | | | | Name | | Aggregate
Severance | | | 2015 Non-
Equity
Incentive Plan
Compensation | | | Restricted
Stock Units | | | Stock
Options/
SARs | | | Welfare
Benefits
Continuation | | | Excise Tax
Gross-up
Payment | | | Total | | John Stroup | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination not for cause not in connection with a change in control | | $ | 2,932,500 | | | $ | 1,093,950 | | | | - | | | | - | | | $ | 20,970 | | | | - | | | $ | 4,047,420 | | Termination not for cause by the Company or for good reason by the officer after a change in control | | $ | 3,910,000 | | | $ | 1,093,950 | | | $ | 3,423,374 | | | | - | | | $ | 27,960 | | | | - | | | $ | 8,455,284 | | Death/Disability | | | - | | | $ | 1,093,950 | | | $ | 3,423,374 | | | | - | | | | - | | | | - | | | $ | 4,517,324 | | Retirement | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | Henk Derksen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination not for cause not in connection with a change in control | | $ | 858,795 | | | $ | 382,590 | | | | - | | | | - | | | $ | 14,089 | | | | - | | | $ | 1,255,474 | | Termination not for cause by the Company or for good reason by the officer after a change in control | | $ | 1,717,950 | | | $ | 382,590 | | | $ | 807,459 | | | | - | | | $ | 28,177 | | | | - | | | $ | 2,935,816 | | Death/Disability | | | - | | | $ | 382,590 | | | $ | 807,459 | | | | - | | | | - | | | | - | | | $ | 1,190,049 | | Retirement | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | Glenn Pennycook | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination not for cause not in connection with a change in control | | $ | 612,850 | | | $ | 391,770 | | | | - | | | | - | | | $ | 13,980 | | | | - | | | $ | 1,018,600 | | Termination not for cause by the Company or for good reason by the officer after a change in control | | $ | 1,225,700 | | | $ | 391,770 | | | $ | 355,816 | | | | - | | | $ | 27,960 | | | | - | | | $ | 2,001,246 | | Death/Disability | | | - | | | $ | 391,770 | | | $ | 355,816 | | | | - | | | | - | | | | - | | | $ | 747,586 | | Retirement | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | Ross Rosenberg | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination not for cause not in connection with a change in control | | $ | 662,813 | | | $ | 270,190 | | | | - | | | | - | | | $ | 13,980 | | | | - | | | $ | 946,983 | | Termination not for cause by the Company or for good reason by the officer after a change in control | | $ | 1,325,626 | | | $ | 270,190 | | | $ | 756,792 | | | | - | | | $ | 27,960 | | | | - | | | $ | 2,380,568 | | Death/Disability | | | - | | | $ | 270,190 | | | $ | 756,792 | | | | - | | | | - | | | | - | | | $ | 1,026,982 | | Retirement | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | Roel Vestjens | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination not for cause not in connection with a change in control | | $ | 636,650 | | | $ | 238,560 | | | | - | | | | - | | | $ | 13,980 | | | | - | | | $ | 889,190 | | Termination not for cause by the Company or for good reason by the officer after a change in control | | $ | 1,273,300 | | | $ | 238,560 | | | $ | 389,095 | | | | - | | | $ | 27,960 | | | | - | | | $ | 1,928,915 | | Death/Disability | | | - | | | $ | 238,560 | | | $ | 389,095 | | | | - | | | | - | | | | - | | | $ | 627,655 | | Retirement | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | Page 49 | Page 40 | | Belden Inc. 2016 Proxy Statement |
ITEM III – ADVISORY VOTE ON EXECUTIVE COMPENSATION
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 “Say-on-Pay”).
We encourage stockholders to review the Compensation Discussion and Analysis on pages 15 to 28
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ITEM III – ADVISORY VOTE ON EXECUTIVE COMPENSATION 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 “Say-on-Pay”). We encourage stockholders to review the Compensation Discussion and Analysis on pages 18 to 36 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. The Say-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 of Regulation 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. |
| | Page 50 | | | | Belden Inc. 2016 Proxy Statement | | Page 41 |
ITEM IV – AMEND AND RESTATE THE BELDEN INC. 2011 LONG TERM INCENTIVE PLAN
In 2011, the stockholders of Belden Inc. 2021 Proxy Statement
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2021 LONG TERM INCENTIVE PLAN ITEM IV – PROPOSAL TO APPROVE THE BELDEN INC. 2021 LONG TERM INCENTIVE PLAN On February 17, 2021, the Board adopted the Belden Inc. 2021 Long Term Incentive Plan (the “2021 Plan”), subject to approval of Belden’s stockholders. A copy of the 2021 Plan is attached as Appendix II to this proxy statement. If approved, the 2021 Plan will be the plan used for future awards, in place of the 2011 Belden Inc. Long Term Incentive Plan (the “2011 Plan”). The Board believes that the 2021 Plan is an integral part of Belden’s overall compensation program. The Plan enables 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 Plan incorporates the following features: It offers the ability to grant stock options, stock appreciation rights, restricted stock units, performance shares, performance units and cash-based awards; 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; 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; It prohibits dividends to be paid on unvested performance shares; It requires that all awards can only be made pursuant to the authority of the Board or its Committees; and It limits the 2021 Plan term to ten years from the date the 2021 Plan is adopted. A summary of the material features of the Plan is provided below, but does not replace or modify the terms of the Plan document which is attached as Appendix II to this proxy statement. Vote Required for Approval In order to be approved, this Item IV requires that a majority of the shares present at the meeting be voted in favor of it. Therefore, an abstention has the same impact as a vote against the proposal in determining whether it has achieved a majority. Description of the Plan The 2021 Plan provides Belden the ability to use equity-based awards to attract, retain and motivate its employees, directors and other individuals who perform services for the Company (“Participants”). 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 Plan provides for the granting of the following types of incentive awards: stock options, stock appreciation rights (“SARs”), restricted stock, performance grants and other types of awards that the Board of Directors or a duly appointed committee of the Board of Directors deems to be consistent with the purposes of the Plan. Additional shares are necessary in order to achieve the purpose of the Plan over its remaining term. The 2021 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 Plan’s share authorization at a rate of 1.73 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 | | Belden Inc. 2021 Proxy Statement | Page 51 |
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 share and every time a full value share is granted, the authorized pool of shares is reduced by 1.73 shares. Plan Share Limits The maximum number of shares of common stock authorized to be issued under the 2021 Plan without additional stockholder action is three million two hundred fifty thousand (3,250,000), which shall consist of new or treasury shares. Notwithstanding the approval of the 2021 Plan, awards previously granted under any 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 are settled in cash in lieu of shares, or exchanged for awards not involving shares, shall again be available for grant under the Plan, including those awards granted under prior plans. Overhang The following table displays information about the number of SARs outstanding and the number of shares available for future issuance under the Plan based on actual Company data as of March 29, 2021. In addition, as of March 29, 2021, the Company had 730,874 outstanding full-value awards, in the form of restricted stock units. The number of common shares outstanding on March 29, 2021 was 44,711,224. EQUITY COMPENSATION PLAN INFORMATION ON MARCH 29, 2021 | | | | | | | | | | | | | | | Number of | | | Weighted | | | Weighted Average | | | | | | | Securities to be | | | Average | | | Remaining Years | | | Number of Securities | | | | Issued Upon | | | Exercise | | | of Contractual | | | Remaining Available | | | | Exercise of | | | Price of | | | Life of | | | for Future Issuance | | | | Outstanding | | | Outstanding | | | Outstanding | | | Under Equity | | Plan Category | | Options | | | Options | | | Options | | | Compensation Plans | | Equity Compensation Plans Approved by Stockholders | | 1,426,833 | | | $62.7456 | | | 6.1947 | | | 1,117,245.47 | | Equity Compensation Plans Not Approved by Stockholders | | — | | | — | | | — | | | — | | Total | | 1,426,833 | | | $62.7456 | | | 6.1947 | | | 1,117,245.47 | |
Overhang is calculated as (a) the number of outstanding equity awards, plus (b) the number of shares anticipated to be granted from the 2011 Plan from March 29, 2011 until May 26, 2011, plus (c) the number of shares being requested in this Item IV, divided by (x) the basic common shares outstanding, plus (y) the cumulative sum of (a), (b) and (c). | | (a) | = | 1,426,833 SARs outstanding + 730,874 RSUs outstanding = 2,157,707 | (b) | = | Maximum number of new awards anticipated to be granted between March 29 and May 26 = 25,000 | (c) | = | 3,250,000 requested under 2021 Plan | (x) | = | 44,711,224 shares outstanding | (y) | = | 2,157,707 + 25,000 + 3,250,000 = 5,432,707 |
| | Page 52 | Belden Inc. 2021 Proxy Statement |
| | Overhang = | 5,396,587 | = 10.83% | | 44,711,224 | | | | |
Burn Rate As 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. | | | | | | | | | | | | | Plan Category | | 2018 | | | 2019 | | | 2020 | | | 3-Year Average | | SARS and options granted (a) | | 264,915 | | | 237,345 | | | 142,713 | | | 214,991 | | RSUs granted (b) | | 316,836 | | | 372,118 | | | 906,894 | | | 531,949 | | RSUs earned on PSUs (c) | | 48,297 | | | 123,569 | | | 52,186 | | | 74,684 | | Numerator (a + (2.0 X (b + c))) | | 995,181 | | | 1,228,719 | | | 2,060,873 | | | 1,428,258 | | Weighted Average shares outstanding (Denominator) | | 40,675,000 | | | 42,203,000 | | | 44,778,000 | | | 42,552,000 | | Burn Rate | | 2.45% | | | 2.91% | | | 4.60% | | | 3.32% | |
Awards in 2021 The tables below shows equity awards made at the meeting of the Compensation Committee on February 16, 2021, or anticipated to be made in 2021, under the 2011 Plan and the 2021 Plan. | | | | | | | | | | | | | Belden Inc. 2011 Long Term Incentive Plan | | | Dollar Value | | | Number of | | | Number of | | | Number of | | Name and Position | | ($) | | | SARs | | | PSUs(1) | | | RSUs | | John Stroup, Executive Chairman | | — | | | — | | | — | | | — | | Roel Vestjens, President and Chief Executive Officer | | 3,500,000 | | | 48,937 | | | 40,147 | | | 20,073 | | Henk Derksen, Senior Vice President, Finance, and Chief Financial Officer | | — | | | — | | | — | | | — | | Brian Anderson, Senior Vice President, Legal – General Counsel and Corporate Secretary | | 580,800 | | | 8,121 | | | 6,662 | | | 3,331 | | Ashish Chand, Executive Vice President, Industrial Solutions | | 938,432 | | | 13,121 | | | 10,764 | | | 5,382 | | Dean McKenna, Senior Vice President, Human Resources | | 549,467 | | | 7,683 | | | 6,303 | | | 3,151 | | Executive Group | | 4,282,512 | | | 108,816 | | | 89,269 | | | 44,635 | | Non-Executive Director Group(1) | | — | | | — | | | — | | | — | | Non-Executive Employee Group(2) | | 9,109,161 | | | 95,555 | | | 126,227 | | | 39,195 | |
| | Belden Inc. 2021 Proxy Statement | Page 53 |
| | | | | | | | | | | | | Belden Inc. 2021 Long Term Incentive Plan. On February 25, 2016,Plan | |
| Dollar Value |
|
| Number of |
|
| Number of |
|
| Number of |
| Name and Position | | ($) | | | SARs | | | PSUs | | | RSUs |
| John Stroup, Executive Chairman | | — | | | — | | | — | | | — | | Roel Vestjens, President and Chief Executive Officer | | — | | | — | | | — | | | — | | Henk Derksen, Senior Vice President, Finance, and Chief Financial Officer | | — | | | — | | | — | | | — | | Brian Anderson, Senior Vice President, Legal – General Counsel and Corporate Secretary | | — | | | — | | | — | | | — | | Ashish Chand, Executive Vice President, Industrial Solutions | | — | | | — | | | — | | | — | | Dean McKenna, Senior Vice President, Human Resources | | — | | | — | | | — | | | — | | Executive Group | | — | | | — | | | — | | | — | | Non-Executive Director Group(1) | | 1,327,000 | | | — | | | — | | | | | Non-Executive Employee Group | | — | | | — | | | — | | | — | |
(1) | It is anticipated, following the Board approvedannual meeting, that each non-executive director will receive an Amended and Restatedannual RSU award of $144,500 divided by the then-current Belden Inc. 2011 Long Term Incentive Plan (the “Plan”) and directed the Company to submit the Plan to the Company’s stockholdersshare price ($171,000 for approval. Mr. Aldrich). The Board believes that the Plan is an integral part of Belden’s overall compensation program. The Plan enables 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 Plan incorporates the following features:
It offers the ability to grant stock options, restricted stock units, performance shares, performance units and cash-based awards;
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;
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;
It prohibits dividends to be paid on unvested performance shares;
It requires that all awards can only be made pursuant to the authority of the Board or its Committees; and
It limits the Plan term to ten years from the date the Plan was originally adopted in 2011.
A summary of the material features of the PlanRSUs is provided below, but does not replace or modify the terms of the Plan document which is attached asAppendix II todeterminable at this time.
|
(2) | As described elsewhere in this proxy statement. The amendments that will be effectedstatement, amounts shown are based on target Company performance measured against performance goals determined by the Plan, if approved by Stockholders, include the following, mostCompensation Committee. The PSUs shown above may be converted in share of which changes memorialize in the Plan the existing practices of the Company: Increasing the number of shares authorized for issuance under the plan by 2,500,000 shares;
Limiting the time period during which a Participant may exercise a SAR Award to ten years from the date the SAR Award is granted;
| • | | Limiting acceleration of Awards under the Plan in Change of Control scenarios to situations where (i) a Change of Control has occurredand(ii) the Participant is terminated by the Company without Cause or the Participant terminates his or her employment with the Company for Good Reason, in either case within two years of a Change of Control; and |
Prohibiting the Company from exchanging underwater Option or SARs for cash.
Additionally, Section 162(m) of the Internal Revenue Code requires that the criteria used to assess whether or not performance-based awards have been earned by a given Participant be approved by stockholders no fewer than every five years in order for such performance awards to remain tax deductible.By approving the adoption of the Plan, the Company’s stockholders shall also be deemed to re-approve the performance criteria used in awarding performance-based awards. A summary of such criteria is provided later in this Item IV.
Vote Required for Approval
In order to be approved, this Item IV requires that a majority of the shares present at the meeting be voted in favor of it. Therefore, an abstention has the same impact as a vote against the proposal in determining whether it has achieved a majority.
| | | Page 42 | | Belden Inc. 2016 Proxy Statement |
Description of the Plan
The Plan provides Belden the ability to use equity-based awards to attract, retain and motivate its employees, directors and other individuals who perform services for the Company (“Participants”). 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 Plan provides for the granting of the following types of incentive awards: stock options, stock appreciation rights (“SARs”), restricted stock, performance grants and other types of awards that the Board of Directors or a duly appointed committee of the Board of Directors deems to be consistent with the purposes of the Plan. Additional shares are necessary in order to achieve the purpose of the Plan over its remaining term.
The 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 Plan’s share authorization at a rate of 2.23 to 1 (1.90 to 1 prior to the amendment and restatement), 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 share and every time a full value share is granted, the authorized pool of shares is reduced by 2.23 shares.
Plan Share Limits
stock. The maximum number of shares of common stock authorizedRSUs to be issued under the Plan without additional stockholder actionper PSU is six million five hundred thousand (6,500,000), which shall consist of new or treasury shares. Notwithstanding the approval of the Plan, awards previously granted under any 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 are settled in cash in lieu of shares, or exchanged for awards not involving shares, shall again be available for grant under the 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.
Overhang
The following table displays information about the number of SARs outstanding2.0, and the minimum number of shares available for future issuance under the Plan based on actual Company data as of March 31, 2016. In addition, as of March 31, 2016, the Company had 368,921 outstanding full-value awards, in the form of restricted stock units. The number of basic common shares outstanding on March 31, 2016 was 42,059,401.is 0.
| | | Belden Inc. 2016 Proxy Statement | | Page 43 |
Plan Administration The 2021 Plan is administered by the Compensation Committee and the Committee has the exclusive authority to select 2021 Plan participants and to determine the type, size and terms of each award, to modify the terms of awards, to determine when awards will be granted and paid, and to make all other determinations which it deems necessary or desirable in the interpretation and administration of the Plan. Upon termination of a Participant’s employment or other relationship with the Company, the Committee shall determine how these forms of contingent consideration are to be treated, 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. Generally, a Participant’s rights and interests under the 2021 Plan will not be transferable except by will or by the laws of descent and distribution. Awards under the Plan Options: The Compensation Committee may grant both incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”) under the 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 2021 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. SARs: The Compensation Committee may grant stock appreciation rights (“SARs”) under the 2021 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 Compensation 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
EQUITY COMPENSATION PLAN INFORMATION ON MARCH 31, 2016Page 54
| | | | | | | | | | | | | | | | | | Plan Category | | Number of
Securities to be
Issued Upon Exercise of Outstanding
Options | | | Weighted
Average Exercise
Price of
Outstanding
Options | | | Weighted Average
Remaining Years
of Contractual
Life of
Outstanding
Options | | | Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans | | Equity Compensation Plans Approved by Stockholders | | | 1,457,624 | | | $ | 53.6461 | | | | 7.20 | | | | 1,515,100.90 | | Equity Compensation Plans Not Approved by Stockholders | | | - | | | | - | | | | - | | | | - | | Total | | | 1,457,624 | | | $ | 53.6461 | | | | 7.20 | | | | 1,515,100.90 | |
Overhang is calculated as (a) the number of outstanding equity awards, plus (b) the number of shares available under equity plans for future issuance of equity awards, plus (c) the number of shares being requested in this Item IV, divided by (x) the basic common shares outstanding, plus (y) the cumulative sum of (a), (b) and (c).
| | | | | | Belden Inc. 2021 Proxy Statement | (a) | | | = | | | 1,457,624 SARs outstanding + 368,921 RSUs outstanding = 1,826,545 |
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 Compensation 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 Shares and Performance Unit Awards: Performance share and performance unit awards may be granted under the 2021 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 Plan may be based on, but shall not be limited to, the following performance measures: | | | (b) | | | = | | | 1,515,100.90 currently available under Plan | | | | (c) | | | = | | | 2,500,000 requested under this Item IV | | | | (x) | | | = | | | 42,059,401 shares outstanding | | | | (y) | | | = | | | 1,826,545 + 1,515,100.90 + 2,500,000 = 5,841,645.90 |
(a) | | | | | Overhang = | | 5,841,645.90
| | = 12.20% | | | | | | 42,059,401 + 5,841,645.90 | | |
The table below shows equity awards made at the meeting of the Compensation Committee on February 24, 2016, or anticipated to be made in 2016. None of the 2,500,000 in new share authority is earmarked for any of the 2016 grant activity.
| | | | | | | | | | | | | | | | | | Belden Inc. 2011 Long Term Incentive Plan | | | Name and Position | | Dollar Value
($) | | | Number of
SARs | | | Number of
PSUs(1) | | | Number of
RSUs | | John Stroup, President and Chief Executive Officer | | | 3,957,500 | | | | 81,175 | | | | 30,078 | | | | - | | Henk Derksen, Senior Vice President, Finance, and Chief Financial Officer | | | 800,000 | | | | 16,409 | | | | 6,080 | | | | - | | Glenn Pennycook, Executive Vice President, Enterprise Solutions | | | 500,000 | | | | 10,256 | | | | 3,800 | | | | - | | Ross Rosenberg, Senior Vice President, Strategy and Corporate Development | | | 460,000 | | | | 9,435 | | | | 3,496 | | | | - | | Roel Vestjens, Executive Vice President, Broadcast Solutions | | | 460,000 | | | | 9,435 | | | | 3,496 | | | | - | | Executive Group | | | 7,744,670 | | | | 157,808 | | | | 58,861 | | | | 388 | | Non-Executive Director Group(2) | | | 1,153,750 | | | | - | | | | - | | | | - | | Non-Executive Employee Group | | | 9,599,269 | | | | 129,011 | | | | 32,146 | | | | 65,965 | |
(1) | As described elsewhere in this proxy statement, amounts shown are based on target Company performance measured against performance goals determined by the Compensation Committee. The PSUs shown above may be converted into shares of Company stock. The maximum number of RSUs to be issued per PSU is 2.0 and the minimum number is 0. |
| | | Page 44 | | Belden Inc. 2016 Proxy Statement |
(2) | It is anticipated, following the annual meeting, that each non-executive director will receive an annual RSU award of $139,000 divided by the then-current Belden share price ($180,750 for Mr. Cressey). The number of RSUs is not determinable at this time. Due to his impending retirement from the Board, Mr. Kalnasy may receive a partial award or a cash-equivalent award. This determination will be made at the May Board meeting. |
Participant Award Limits
The Plan provides that no Participant is entitled to receive grants of common stock, stock options or SARs in a calendar year in excess of 400,000 shares or cash-based awards in excess of $5,000,000, in either case plus any unused limit from prior years. The Plan affords the Company latitude in tailoring incentive compensation to support corporate and business objectives, and to anticipate and respond to a changing business environment and competitive compensation practices.
Plan Administration
The Plan is administered by the Compensation Committee and the Committee has the exclusive authority to select Plan participants and to determine the type, size and terms of each award, to modify the terms of awards, to determine when awards will be granted and paid, and to make all other determinations which it deems necessary or desirable in the interpretation and administration of the Plan.
Upon termination of a Participant’s employment or other relationship with the Company, the Committee shall determine how these forms of contingent consideration are to be treated, 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. Generally, a Participant’s rights and interests under the Plan will not be transferable except by will or by the laws of descent and distribution.
Awards under the Plan
Options:The Compensation Committee may grant both incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”) under the 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 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.
SARs:The Compensation Committee may grant stock appreciation rights (“SARs”) under the 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 Compensation 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 Compensation 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
| | | Belden Inc. 2016 Proxy Statement | | Page 45 |
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 Shares and Performance Unit Awards:Performance share and performance unit awards may be granted under the 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 Plan that are intended to constitute “qualified performance-based compensation” will be based upon one or more of the following:
Financial Metrics:
Net sales or revenue growth; | |
| (b) | Return measures (including, but not limited to return on invested capital, assets, capital, equity, sales); |
| (d) | Operating expense ratios; |
| (e) | Operating expense targets; |
| (h) | Gross or operating margins; |
| (i) | Earnings before or after taxes, interest, depreciation and/or amortization; |
| (j) | Net earnings or net income (before or after taxes); |
| (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; |
| (p) | Share price (including, but not limited to, growth measures and total stockholdershareholder 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 stockholdershareholder return; |
| (t) | Debt to equity ratio / debt levels; and |
| (u) Organic or inorganic growth.
| Non-financial Metrics:
Customer satisfaction / service (relative improvement); |
| (w) | Employee satisfaction / engagement; | | | Page 46 | | Belden Inc. 2016 Proxy Statement |
|
(x) | Employee retention / attrition; |
| (z) | Environmental, social and governance (ESG); |
| (bb) | Inventory control / efficiency.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; nonrecurring items as described in FASB Accounting Standards Codification 225-20 – Unusual or Infrequently Occurring Items and/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 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 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.
Other 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.
Section 162(m) and Performance-Based Compensation:With respect to the various types of awards under the Plan, each of these aspects is discussed above, and stockholder approval of the Plan is intended to constitute approval of each of these aspects of the Incentive Plan for purposes of the approval requirements of Section 162(m).
Dividend Equivalents
Unless 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 Employment
The 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.Inc. 2021 Proxy Statement
| | Page 55 | Belden Inc. 2016 Proxy Statement | | Page 47 |
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; nonrecurring items as described in FASB Accounting Standards Codification 225-20 – Unusual or Infrequently Occurring Items and/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 2021 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 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. Other 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. Minimum Vesting Requirements Any Stock-Based Award shall have a minimum vesting period of one year from the date of its grant with no vesting prior to the first anniversary of the grant date. This shall be subject to exceptions for Substitute Awards and other de minimis exceptions. The Compensation Committee will have the authority to provide for acceleration of awards in the event of a Participant’s death, disability, retirement or termination from service other than for cause. Dividends Unless otherwise provided by the Compensation Committee, dividends shall be accrued 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 accrued 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 accruals 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 dividends 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 Employment The 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 Control In the event that a “change in control” of Belden (as defined in the 2021 Plan) occurs and Participant’s employment is terminated (i) by the Company without Cause (as defined in the 2021 Plan), other than for death or disability, or (ii) by the Participant for Good Reason (as defined in the Plan, in either case, within two (2) years of the change of control, then unless otherwise provided in an award agreement, any outstanding option or SAR shall become fully exercisable, and any outstanding restricted stock, restricted stock
Page 56 | Treatment of Awards Upon a Change in Control
In the event that a “change in control” of Belden (as defined in the Plan) occurs and Participant’s employment is terminated (i) by the Company without Cause (as defined in the Plan), other than for death or disability, or (ii) by the Participant for Good Reason (as defined in the Plan, in either case, within two (2) years of the change of control, then unless otherwise provided in an award agreement, any outstanding option or SAR shall become fully exercisable, and any outstanding restricted stock, restricted stock Inc. 2021 Proxy Statement
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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 Unit If 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 the Plan and Adjustment of Awards The Compensation Committee may at any time alter, amend, modify, suspend, or terminate the Plan or any outstanding award in whole or in part. No amendment of the 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 Plan. Additional Provisions Under 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. If 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 2021 Plan, generally deferrals of compensation, as defined under Code Section 409A, are not permitted under the 2021 Plan. However, the Committee may permit a participant to defer compensation received under the Plan in accordance with the requirements of Code Section 409A. To comply with the laws in other countries in which Belden or its affiliates and/or subsidiaries operate or may operate or have employees or directors, the Committee may establish subplans under the 2021 Plan and modify the terms of the awards made to such employees, and directors. Nonemployee Director Awards The 2021 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. Termination By its terms, the 2021 Plan will expire on May 31, 2031, approximately ten years from the date that the Plan will be initially approved by the Company’s stockholders. | | 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.Inc. 2021 Proxy Statement | Page 57 |
U.S. Federal Tax Consequences Under the 2021 Plan Treatment of Awards Upon Disposition of a Facility or Operating Unit Federal Income Tax Consequences – Incentive Stock Options. In general, an optionee realizes no taxable income upon the grant or exercise of an Incentive Stock Option (“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. Federal Income Tax Consequences – 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 market value 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). Federal Income Tax Consequences – Stock Appreciation Rights. Stock Appreciation Rights awards involve the issuance of shares, without other payment by the recipient, as additional compensation for services to the Company. The recipient will recognize taxable income upon exercise equal to the fair market value of the shares on the date of the exercise, which becomes the tax basis in a subsequent sale, less the exercise price, which is paid in shares. Generally, the Company will be entitled to a corresponding deduction in an amount equal to the income recognized by the recipient. Federal Income Tax Consequences – Restricted Stock and Performance Share Grants. Restricted stock granted under the 2021 Plan generally will not be taxed to the recipient, nor deductible by the Company, at the time of grant. On the date the restrictions lapse and the shares become transferable or not subject to a substantial risk of forfeiture, the recipient recognizes ordinary income equal to the excess of the fair market value of the shares on that date over the purchase price paid for the stock, if any. The participant’s tax basis for the shares includes the amount paid for the shares and the ordinary income recognized. Generally, the Company will be entitled to a deduction in an amount of income recognized by the recipient. Performance share units that are converted into restricted stock units will result in the same treatment. Performance share units not converted into restricted stock units have no tax consequences. Other. Awards under the 2021 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 named executive officers, 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 2021 Plan are subject to this deduction limit. 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 discussion set forth above is intended only as a summary and does not purport to be a complete enumeration or analysis of all potential tax effects relevant to recipients of awards under the Plan. Accordingly, all award recipients are advised to consult their own tax advisors concerning the federal, state, local and foreign income and other tax considerations relating to such awards and rights thereunder. | | Page 58 | 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.Inc. 2021 Proxy Statement Amendment of Awards or the Plan and Adjustment of Awards
The Compensation Committee may at any time alter, amend, modify, suspend, or terminate the Plan or any outstanding award in whole or in part. No amendment of the 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 Plan.
Additional Provisions
Under 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.
If 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 Plan. However, the Committee may permit a participant to defer compensation received under the Plan in accordance with the requirements of Code Section 409A.
To comply with the laws in other countries in which Belden or its affiliates and/or subsidiaries operate or may operate or have employees or directors, the Committee may establish subplans under the Plan and modify the terms of the awards made to such employees, and directors.
Nonemployee Director Awards
The 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.
| | | Page 48 | | Belden Inc. 2016 Proxy Statement |
Incorporation by Reference. The foregoing is only a summary of the 2021 Plan and is qualified in its entirety by reference to the full text of the 2021 Plan, a copy of which is attached hereto as Appendix II.
No more than 1,218,750 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 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.
Termination
By its terms, the Plan will expire on May 18, 2021, ten years from the date that the Plan was initially approved by the Company’s stockholders.
U.S. Federal Tax Consequences Under the Plan
Federal Income Tax Consequences – Incentive Stock Options. In general, an optionee realizes no taxable income upon the grant or exercise of an Incentive Stock Option (“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.
Federal Income Tax Consequences – 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 market value 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).
Federal Income Tax Consequences – Stock Appreciation Rights. Stock Appreciation Rights awards involve the issuance of shares, without other payment by the recipient, as additional compensation for services to the Company. The recipient will recognize taxable income upon exercise equal to the fair market value of the shares on the date of the exercise, which becomes the tax basis in a subsequent sale, less the exercise price, which is paid in shares. Generally, the Company will be entitled to a corresponding deduction in an amount equal to the income recognized by the recipient.
Federal Income Tax Consequences – Restricted Stock and Performance Share Grants.Restricted stock granted under the Plan generally will not be taxed to the recipient, nor deductible by the Company, at the time of grant. On the date the restrictions lapse and the shares become transferable or not subject to a substantial risk of forfeiture, the recipient recognizes ordinary income equal to the excess of the fair market value of the shares on that date over the purchase price paid for the stock, if any. The participant’s tax basis for the shares includes the amount paid for the shares and the ordinary income recognized. Generally, the Company will be entitled to a deduction in an amount of income recognized by the recipient. Performance share units that are converted into restricted stock units will result in the same treatment. Performance share units not converted into restricted stock units have no tax consequences.
Other. Awards under the 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.
| | | Belden Inc. 2016 Proxy Statement | | Page 49 |
In general, under Code Section 162(m), remuneration paid by a public corporation to its chief executive officer or any of its other named executive officers, 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 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 Plan has been designed so that the Committee in its discretion may grant qualifying exempt performance-based awards under the 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 discussion set forth above is intended only as a summary and does not purport to be a complete enumeration or analysis of all potential tax effects relevant to recipients of awards under the Plan. Accordingly, all award recipients are advised to consult their own tax advisors concerning the federal, state, local and foreign income and other tax considerations relating to such awards and rights thereunder.
Incorporation by Reference.The foregoing is only a summary of the Plan and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto asAppendix II.
THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AMENDMENT AND RESTATEMENTAPPROVAL OF THE BELDEN INC. 20112021 LONG TERM INCENTIVE PLAN AND RE-APPROVAL | |
| | Belden Inc. 2021 Proxy Statement | Page 59 |
EMPLOYEE STOCK PURCHASE PLAN ITEM V – EMPLOYEE STOCK PURCHASE PLAN We are seeking your vote to approve our Employee Stock Purchase Plan, which we refer to as the “ESPP.” The ESPP was approved and adopted by our Board of Directors on February 17, 2021, subject to approval by the stockholders at the Annual Meeting, and will become effective upon receiving stockholder approval at that Meeting. The purpose of the ESPP is to provide eligible employees of the Company and certain of its affiliates and subsidiaries an opportunity to use payroll deductions to purchase shares of our common stock and thereby acquire an ownership interest in the Company. The ESPP consists of two components: a 423 component, which is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code (“Section 423”) (the “423 Component”), and a non-423 component (the “Non-423 Component”), which is not intended to qualify under Section 423. The maximum aggregate number of shares of our Common Stock that may be purchased under the ESPP will be 3,000,000 shares, subject to adjustment as provided for in the ESPP. The share pool for the ESPP represents approximately 6.71% of the total number of shares of our common stock outstanding as March 29, 2021. SUMMARY OF MATERIAL TERMS OF THE ESPP A summary of the material terms of the ESPP is set forth below. The summary is qualified in its entirety by reference to the full text of the ESPP, which is filed with this Proxy Statement as Appendix III. Authorized Shares Subject to adjustment as provided in the ESPP, a total of 3,000,000 shares of our Common Stock will be made available for sale under the ESPP. In the event of a stock dividend, stock split or combination of shares, recapitalization or other change in the Company’s capitalization, or other distribution with respect to our stockholders other than normal cash dividends, an automatic adjustment will be made in the number and kind of shares as to which outstanding options then unexercised will be exercisable, in the available shares reserved for sale under the ESPP, and in the purchase period limit, in order to maintain the proportionate interest of the participants before and after the event. As of March 29, 2021, the closing price of our common stock on New York Stock Exchange was $41.91 per share. Plan Administration Our Compensation Committee will administer the ESPP as the “Administrator”, and will have full and exclusive authority to interpret the terms of the ESPP and determine eligibility to participate, subject to the conditions of the ESPP. The Board of Directors and Compensation Committee are also entitled to delegate certain executive officers of the Company appointed to serve as the Administrator. The Administrator is authorized to adopt rules, procedures and subplans with respect to the Non-423 Component of the ESPP and for the operation of the ESPP in jurisdictions outside of the United States. Eligibility Generally, employees of the Company and any of its designated subsidiaries and affiliates are eligible to participate in the ESPP, subject to the procedural enrollment and other requirements in the ESPP. However, our plan Administrator may, in its discretion, determine prior to the beginning of an offering period that employees will not be eligible to participate if they (i) have not completed at least two years of service since their last hire date (or such lesser period as may be determined by our Compensation Committee or the Administrator in its discretion), (ii) customarily not work more than 20 hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily work not more than five months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), or (iv) are highly compensated employee within the meaning of Section 414(q) of the Code. | | Page 60 | Belden Inc. 2021 Proxy Statement |
No employee may be granted options to purchase shares of our Common Stock under the 423 Component of the ESPP if such employee (i) immediately after the grant would own capital stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock, or (ii) holds rights to purchase shares of our common stock under all of our employee stock purchase plans (as defined in Section 423) that accrue at a rate that exceeds $25,000 worth of shares of our common stock for each calendar year. Employees who are citizens or residents of a non-U.S. jurisdiction may be excluded from participation in the ESPP or a specific offering if such participation is prohibited under applicable local law or would violate Section 423 of the Internal Revenue Code. For purposes of the ESPP, designated subsidiaries include any subsidiary (within the meaning of Section 424(f) of the Code) of the Company that has been designated by the Administrator as eligible to participate in the 423 Component of the ESPP and designated affiliates include any of our affiliates that have been designated by the Administrator as eligible to participate in the Non-423 Component of the ESPP. As of March 29, 2021, no more than approximately 6,500 employees, would be eligible to participate in the ESPP. Offering Periods Pursuant to the terms of the ESPP, on the first trading day of an offering period, each eligible employee will be granted an option to purchase shares of our Common Stock on the last day of such offering period. The Administrator will determine the length of each offering period. Contributions The ESPP permits each participant to purchase shares of our common stock through payroll deductions of up to 25% of their eligible compensation; provided, however, that a participant may not purchase more than a specific maximum number of shares, which limit will be determined by our Compensation Committee prior to the commencement of the offering period. No interest will accrue on a participant’s contributions to the ESPP, unless required by law in certain jurisdictions. A participant may withdraw during the offering period and may decrease (but not increase) their contributions. Purchases Unless a participant terminates employment or withdraws from the ESPP or an offering period before the last trading day of an offering period, the participant’s option will automatically be exercised on the last trading day of each offering period. The number of shares of our Common Stock purchased will be determined by dividing the payroll contributions accumulated in the participant’s account by the applicable purchase price, subject to the maximum share limit discussed above. No fractional shares of our Common Stock will be purchased. Any contributions accumulated in a participant’s account which are not sufficient to purchase a full share of our Common Stock will be rolled over to the next offering period, without interest, or will be refunded to them, without interest. Our Compensation Committee will determine the purchase price of the shares, which will not be less than 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the last trading day of each offering period (which we refer to as the “purchase date”). Withdrawals; Termination of Employment A participant may end their participation at any time during an offering period and all, but not less than all, of their accrued contributions not yet used to purchase shares of our common stock will be returned to them, or will be rolled over to the next offering period, without interest. If a participant withdraws from an offering period, they must re-enroll in the ESPP in order to re-commence participation. Unless otherwise determined by the Administrator, if a participant ceases to be an eligible employee for any reason, they will be deemed to have elected to withdraw from the ESPP and their contributions not yet used to purchase shares of our common stock will be returned to them. Non-Transferability A participant may not assign, transfer, pledge or otherwise dispose of in any way (other than by will or the laws of descent and distribution) their rights with regard to options granted under the ESPP or contributions credited to their account. | | Belden Inc. 2021 Proxy Statement | Page 61 |
Corporate Transactions The ESPP provides that in the event of a reorganization, merger, or consolidation of the Company with one or more corporations in which the Company is not the surviving corporation (or survives as a direct or indirect subsidiary of such other constituent corporation or its parent), or upon a sale of substantially all of the property or stock of the Company to another corporation, a successor corporation may assume or substitute each outstanding option. If the successor corporation refuses to assume or substitute for the outstanding option, the offering period then in progress will be shortened, and a new purchase date will be set. The Company will notify each participant that the purchase date has been changed and that the participant’s option will be exercised automatically on the new purchase date unless prior to such date the participant has withdrawn from the offering period. Amendment; Termination Subject to applicable law, our Board of Directors, in its sole discretion, may amend, suspend, or terminate the ESPP at any time and for any reason, without stockholder approval. The Administrator may change the offering periods, designate separate offerings, limit the frequency and/or number of changes in the amount withheld during an offering period, establish the exchange rate applicable to amounts withheld in a currency other than U.S. dollars, permit contributions in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly completed contribution elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of our common stock for each participant properly correspond with contribution amounts, and establish such other limitations or procedures as our Compensation Committee determines in its sole discretion advisable that are consistent with the ESPP. Such modifications will not require stockholder approval or the consent of any ESPP participants. The ESPP automatically will terminate on May 31, 2031, unless we terminate it sooner. Sub-Plans Consistent with the requirements of Section 423, the Administrator may amend the terms of the ESPP, or an offering, or provide for separate offerings under the ESPP to, among other things, reflect the impact of local law outside of the United States as applied to one or more eligible employees of a designated subsidiary and may, where appropriate, establish one or more sub-plans to reflect such amended provisions. CERTAIN FEDERAL INCOME TAX EFFECTS The following summary briefly describes U.S. federal income tax consequences of options granted under the ESPP, but is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors concerning tax aspects of options granted under the ESPP. The discussion below concerning tax deductions that may become available to the Company under U.S. federal tax law is not intended to imply that the Company will necessarily obtain a tax benefit from those deductions. Taxation of equity-based payments in other countries is complex, does not generally correspond to U.S. federal tax laws, and is not covered by the summary below. The 423 Component of the ESPP is intended to qualify as an “employee stock purchase plan” meeting the requirements of Section 423. Under these provisions, a participant will not recognize taxable income until they sell or otherwise dispose of the shares purchased under the ESPP. If a participant disposes of the shares acquired under the ESPP more than two years from the option grant date and more than one year from the date the stock is purchased, then the participant must treat as ordinary income the amount by which the lesser of (i) the fair market value of the shares at the time of disposition, or (ii) the fair market value of the shares at the option grant date, exceeds the purchase price. Any gain in addition to this amount will be treated as a capital gain. If a participant holds shares at the time of their death, the holding period requirements are automatically deemed to have been satisfied and they will realize ordinary income in the amount by which the lesser of (i) the fair market value of the shares at the time of death, or (ii) the fair market value of the shares at the option grant date exceeds the purchase price. The Company will not be allowed a deduction if the holding period requirements are satisfied. | | Page 62 | Belden Inc. 2021 Proxy Statement |
If a participant disposes of shares before expiration of two years from the date of grant and one year from the date of exercise, then the participant must treat as ordinary income the excess of the fair market value of the shares on the purchase date over the purchase price. Any additional gain will be treated as long-term or short-term capital gain or loss, as the case may be. The Company will be allowed a deduction equal to the amount of ordinary income recognized by the participant. The Non-423 Component of the ESPP does not qualify under the provisions of Section 423. Under the applicable Code provisions, a participant will recognize ordinary income at the time the shares are purchased measured as the excess of the fair market value of the shares purchased over the purchase price and the Company will be entitled to a corresponding deduction. Any additional gain or loss on the subsequent sale or disposition will be long-term or short-term capital gain or loss, depending on the capital gain holding period. NEW PLAN BENEFITS As of the date of this Proxy Statement, no employee has been granted any options under the proposed ESPP. Accordingly, the benefits to be received pursuant to the ESPP by the Company’s officers and employees are not determinable at this time. | | THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE PERFORMANCE AWARD METRICS CONTAINED THEREIN.COMPANY’S EMPLOYEE 2021 STOCK PURCHASE PLAN. |
| | | Belden Inc. 2021 Proxy Statement | Page 63 | Page 50 | | Belden Inc. 2016 Proxy Statement |
OWNERSHIP INFORMATION EQUITY COMPENSATION PLAN INFORMATION ON DECEMBER 31, 2015
| | | | | | | | | | | | | | | | | | | | 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) | | | 1,189,068 | (2) | | | | $ | 53.8021 | | | | | | 1,913,471.50 | (3) | | | | Equity Compensation Plans Not Approved by Stockholders | | | - | | | | | | - | | | | | | - | | | | Total | | | 1,189,068 | | | | | $ | 53.8021 | | | | | | 1,913,471.50 | | | |
|
EQUITY COMPENSATION PLAN INFORMATION ON DECEMBER 31, 2020 | | | | | | | | | | | A | | B | | C | | | | | | | | | Number of Securities | | | | Number of | | | | | Remaining Available for | | | | Securities to be | | Weighted | | Future Issuance Under | | | | Issued Upon | | Average Exercise | | Equity Compensation | | | | Exercise of | | Price of | | Plans (Excluding | | | | Outstanding | | Outstanding | | Securities | | Plan Category | | Options | | Options | | Reflected in Column A) | | Equity Compensation Plans Approved by Stockholders(1) | | 1,310,950 | (2) | | $64.06 | | 1,693,569.96 | (3) | Equity Compensation Plans Not Approved by Stockholders | | — | | | — | | — | | Total | | 1,310,950 | | | $64.06 | | 1,693,569.96 | |
| (1) | Consists of the Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan (the “2001 Plan”); and the Belden Inc. 2011 Long Term Incentive Plan (the “2011 Plan”). The 2001 Plan has expired, but stock appreciation rights and restricted stock unit awards remain outstanding under the plan. |
(2) | Consists of 304,705 shares under the 2001 Plan; and 884,363| (2) | Consists of 40,570 shares under the 2001 Plan; and 1,270,380 shares under the 2011 Plan. All of these shares pertain to outstanding stock appreciation rights (“SARs”). Because the issued shares resulting from SAR exercises only represent the share appreciation between the grant date and exercise date, after any applicable tax withholding, SARs are much less dilutive to our stockholders than stock options. |
(3) | Consists of 1,913,471.50 shares under the 2011 Plan. Pursuant to the flexible share authorization nature of the 2011 Plan, full-value awards (e.g., restricted stock units (“RSUs”), performance stock units (“PSUs”), other stock-based awards) count against the share authorization at a rate of 1.90 to 1. Stock options, SARs and other non-full-value awards count against the share authorization at a rate of 1 to 1. We subtract awards from the share reserve at the time of grant (or at the time of conversion into RSUs or shares in the case of PSUs), as opposed to the time of issuance, as we feel this gives us a more accurate picture of our remaining reserve. Awards cancelled| (3) | Consists of 1,693,569.96 shares under the 2011 Plan. Pursuant to the flexible share authorization nature of the 2011 Plan, full-value awards (e.g., restricted stock units (“RSUs”), performance stock units (“PSUs”), other stock-based awards) count against the share authorization at a rate of 1.90 to 1 for awards granted or converted, as the case may be, prior to May 26, 2016, and 2.23 to 1 for awards granted or converted, as the case may be, on or after May 26, 2016. Stock options, SARs and other non-full-value awards count against the share authorization at a rate of 1 to 1. We subtract awards from the share reserve at the time of grant (or at the time of conversion into RSUs or shares in the case of PSUs), as opposed to the time of share issuance, as we feel this gives us a more accurate picture of our remaining reserve. Awards canceled prior to vesting or exercise, as the case may be, are added back to the reserve in accordance with the 2011 Plan document. |
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of filings with the 2011 Plan document.
|
Section 16(a) Delinquent Section 16(a) Reports 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 2020 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, except that a (i) a Form 4 filing made on behalf of Doug Zink was completed late on March 3, 2020 due to an administrative oversight and (2) a Form 4 filing made on behalf of Mr. Chand was completed late on October 6, 2020 due to a delay in calculating the applicable withholding tax applicable between the United States and Hong Kong. | | Page 64 | Belden Inc. 2021 Proxy Statement |
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows the amount of Belden common stock beneficially owned (unless otherwise indicated) by our directors, the executive officers named in the Summary Compensation Table below and the directors and executive officers as a group. Except as otherwise noted, all information is as of March 29, 2021. BENEFICIAL OWNERSHIP TABLE OF DIRECTORS, NOMINEES AND
EXECUTIVE OFFICERS | | | | | | | | | | | Number of Shares | | Acquirable Within | | | Percent of Class | | Name | | Beneficially Owned(1)(2)(3)(4)(5) | | 60 Days(6) | | | Outstanding(7) | | David Aldrich | | 48,288 | | — | | | * | | Brian Anderson | | 27,140 | | 39,469 | | | * | | Lance Balk(8) | | 109,181 | | — | | | * | | Steven W. Berglund | | 20,998 | | — | | | * | | Diane D. Brink | | 13,318 | | — | | | * | | Judy L. Brown | | 22,258 | | — | | | * | | Nancy Calderon | | 3,245 | | | | | * | | Ashish Chand | | 15,484 | | 15,653 | | | * | | Bryan C. Cressey | | 199,879 | | — | | | * | | Henk Derksen | | 48,329 | | 112,644 | | | * | | Jonathan Klein | | 15,913 | | — | | | * | | Dean McKenna | | 23,376 | | 33,945 | | | * | | George Minnich(9) | | 35,086 | | — | | | * | | John Stroup | | 183,165 | (10) | 369,057 | (11) | | * | | Roel Vestjens | | 55,047 | | 70,310 | | | * | | All directors and executive officers as a group (16 persons) | | 869,100 | | 653,461 | | | 0.520 | % |
| (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. |
| (2) | For Ms. Brink, the number of shares includes 833 unvested RSUs from her date of appointment to the Board in December, 2017. For Ms. Calderon, the number of shares includes 2,500 unvested RSUs from her date of appointment to the Board in May, 2020, For each of Mses. Brink and Exchange CommissionBrown and other reports submitted by our directorsMessrs. Balk, Berglund, Cressey, Klein, and officers, we believe that allMinnich, the number of our directorsshares includes unvested RSUs of 4,749 awarded to them in May 2020. For Mr. Aldrich, the number of shares includes unvested RSUs of 5,603 awarded to him in May 2020. For each of Messrs. Aldrich, Balk and executive officers complied during 2015Minnich, the number of shares includes awards, the receipt of which has been deferred pursuant to the 2004 Belden Inc. Non-Employee Director Deferred Compensation Plan as follows: Mr. Aldrich – 1,489; Mr. Balk – 20,916; and Mr. Minnich – 9,309. |
| (3) | For Mr. Stroup, the number of shares includes 40,630 unvested RSUs granted in February 2019 and 46,218 unvested RSUs granted in February 2020. For Mr. Vestjens, the number of shares includes 17,847 unvested RSUs granted in May 2018 in connection with the reporting requirementsSupplemental Incentive Plan, 3,929 unvested RSUs granted in February 2020, and 20,073 unvested RSUs granted in February 2021. For Mr. Derksen, the number of Section 16(a)shares includes 22,232 unvested RSUs and 22,232 PSUs granted in May 2018 in connection with the Supplemental Incentive Plan and 3,011 unvested RSUs granted in July 2020 upon the successful completion of the Securities Exchange ActLive Media business divestiture that vested upon termination of 1934. | | his employment on March 12, 2021. For Mr. Anderson, the number of shares includes 11,039 unvested RSUs granted in May 2019 in connection with the Supplemental Incentive Plan, 2,311 unvested RSUs granted in February 2020, 3,011 unvested RSUs granted in July 2020 upon the successful completion of the Live Media business divestiture, and 3,331 unvested RSUs granted in February 2021. For Mr. Chand, the number of shares includes 1,289 | Belden Inc. 2016 |
| | Belden Inc. 2021 Proxy Statement | | Page 51 | Page 65 |
| unvested RSUs granted in February 2019, 3,374 unvested RSUs granted in February 2020, and 5,382 unvested RSUs granted in February 2021. For Mr. McKenna, the number of shares includes 1,950 unvested RSUs granted in February 2019, 11,235 unvested RSUs granted in May 2019 in connection with the Supplemental Incentive Plan, 2,311 unvested RSUs granted in February 2020, and 3,151 unvested RSUs granted in February 2021. |
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows
| (4) | For each of the amountDirectors, Nominees and Executive Officers, the number of shares includes unvested RSUs granted to them on July 1, 2020 in place of cash compensation, as follows: Mr. Aldrich - 1,112; Mr. Anderson - 2,296; Mr. Balk - 919; Mr. Berglund - 851; Ms. Brink - 783; Ms. Brown - 919; Ms. Calderon - 745; Mr. Chand - 2,892; Mr. Cressey - 919; Mr. Klein - 851; Mr. McKenna - 2,337; Mr. Minnich - 982; Mr. Stroup - 5,405; and Mr. Vestjens - 7,220. |
| (5) | For each of Messrs. Anderson, Derksen, McKenna, Stroup and Vestjens, the number of shares includes shares of Belden commonCommon Stock held in a 401(k) account pursuant to the terms of Belden's 401(k) employee contribution matching program. Each of Messrs. Anderson, Derksen, McKenna, Stroup and Vestjens hold 294 shares in a 401(k) account, and Mr. Chand holds 176 shares in a 401(k) account. |
| (6) | Reflects the number of shares that could be purchased by exercise of stock beneficially owned (unless otherwise indicated) by our directors, the executive officers named in theSummary Compensation Tablebelowoptions and the directors and executive officers as a group. Except as otherwise noted, all information is asnumber of SARs that are exercisable at March 31, 2016.BENEFICIAL OWNERSHIP TABLE OF DIRECTORS, NOMINEES AND
EXECUTIVE OFFICERS
| | | | | | | | | | | | | | | | | | Name | | Number of Shares
Beneficially Owned(1)(2) | | Acquirable Within
60 Days(3) | | Percent of Class
Outstanding(4) | David Aldrich | | | 31,134 | | | | | | - | | | | | * | | | Lance Balk | | | 85,738 | | | | | | - | | | | | * | | | Steven W. Berglund | | | 5,909 | | | | | | - | | | | | * | | | Judy L. Brown | | | 29,101 | | | | | | - | | | | | * | | | Bryan C. Cressey | | | 181,704 | | | | | | - | | | | | * | | | Henk Derksen | | | 18,337 | | | | | | 93,713 | | | | | * | | | Glenn Kalnasy | | | 27,017 | | | | | | - | | | | | * | | | Jonathan Klein | | | 2,500 | | | | | | - | | | | | * | | | George Minnich | | | 19,866 | | | | | | - | | | | | * | | | John M. Monter(5) | | | 88,309 | | | | | | - | | | | | * | | | Glenn Pennycook | | | 5,153 | | | | | | 46,396 | | | | | * | | | Ross Rosenberg | | | 10,590 | | | | | | 10,531 | | | | | * | | | John Stroup | | | 164,512 | (6) | | | | | 173,813 | (7) | | | | * | | | | Roel Vestjens | | | 5,619 | | | | | | 13,623 | | | | | * | | | | All directors and executive officers as a group (19 persons) | | | 684,470 | | | | | | 390,401 | | | | | 1.37% | | |
| (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 Mr. Berglund includes 833 unvested RSUs from his date of appointment to the Board in December 2013. For Mr. Klein, the number of shares consists of a grant of 2,500 unvested RSUs from his date of appointment to the Board in August 2015. For each of Ms. Brown and Messrs. Aldrich, Balk, Berglund, Kalnasy, Minnich and Monter, the number of shares includes unvested RSUs of 1,599 awarded to them in May 2015. For Mr. Cressey, the number of shares includes unvested RSUs of 2,073 awarded to him in May 2015. For each of Messrs. Aldrich, Balk, Kalnasy and Minnich, the number of shares includes awards, the receipt of which has been deferred pursuant to the 2004 Belden Inc. Non-Employee Director Deferred Compensation Plan as follows: Mr. Aldrich – 1,489; Mr. Balk – 20,916; Mr. Kalnasy – 18,625; and Mr. Minnich – 9,309. For executive officers, the number of shares includes unvested RSUs granted under the Company’s long-term incentive plans, as follows: Mr. Stroup – 27,645; Mr. Derksen – 7,655; Mr. Pennycook – 2,764; Mr. Rosenberg – 2,339; Mr. Vestjens – 3,403; and all executive officers as a group – 55,110. |
| | | Page 52 | | Belden Inc. 2016 Proxy Statement |
| (3) | Reflects the number of shares that could be purchased by exercise of stock options and the number of SARs that are exercisable at March 31, 2016,29, 2021, or within 60 days thereafter, under the Company’s long-term incentive plans. Upon exercise of a SAR, the holder would receive the difference between the market price of Belden shares on the date of exercise and the exercise price paid in the form of Belden shares. This column includes stock options and SARs that are exercisable without regard to whether the current market price of Belden common stock is greater than the applicable exercise price. |
| (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 March 31, 2016 – 42,059,401.| (7) | 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 March 29, 2021 – 44,711,546. |
| (5) | Includes 4,290 shares held in his spouse’s revocable trust, 16,820 shares held in a charitable remainder unitrust and 46,181| (8) | Includes 2,400 shares held in trust for spouse and children. |
| (9) | Includes 10,577 shares held in a family investment LLC. |
| (6)| (10) | Includes 4,063 shares held in trust for children and 86,555 shares held in a family trust. |
| (7) | Includes 42,500| (11) | Includes 117,084 SARs held in trust for estate planning purposes. |
Page 66 | | Belden Inc. 2021 Proxy Statement | Belden Inc. 2016 Proxy Statement | | Page 53 |
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BENEFICIAL OWNERSHIP TABLE OF STOCKHOLDERS OWNING MORE THAN FIVE PERCENTBENEFICIAL OWNERSHIP TABLE OF STOCKHOLDERS OWNING MORE THAN FIVE PERCENT 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, 2020. | | | | | | | |
| Amount and Nature of | |
| Percent of Outstanding | | Name and Address of Beneficial Owner | | Beneficial Ownership | | | Common Stock(1) | | BlackRock, Inc. | | 4,866,510 (2) | | | 10.90% | | 55 East 52nd Street | | | | | | | New York, NY 10022 | | | | | | | The Vanguard Group | | 4,114,544 (3) | | | 9.22% | | 100 Vanguard Boulevard | | | | | | | Malvern, PA 19355 | | | | | | | T. Rowe Price Associates, Inc. | | 3,983,161 (4) | | | 8.90% | | 100 E. Pratt Street | | | | | | | Baltimore, MD 21202 | | | | | | | ArrowMark Colorado Holdings, LLC | | 2,934,110 (5) | | | 6.60% | | 100 Fillmore Street, Suite 325 | | | | | | | Denver, CO 80206 | | | | | | | AllianceBernstein LP | | 2,447,226 (6) | | | 5.50% | | 1345 Avenue of the Americas | | | | | | | New York, NY 10055 | | | | | | |
| (1) | Based on 44,642,672 shares outstanding on December 31, 2020. |
| (2) | Information based on Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 27, 2021, reporting sole voting power over 4,793,992 shares and sole dispositive power over 4,866,510 shares. |
| (3) | Information based on Schedule 13G/A filed with the SEC by the Vanguard Group on February 10, 2021, reporting shared voting power over 45,245 shares, sole dispositive power over 4,034,198 shares, and shared dipositive power over 80,346 shares. |
| (4) | Information based on a Schedule 13G/A filed with the SEC by T. Rowe Price Associates, Inc. on February 16, 2021, reporting sole voting power over 1,334,787 shares and sole dispositive power over 3,983,161 shares. |
| (5) | Information based on a Schedule 13G/A filed with the SEC by ArrowMark Colorado Holdings, LLC, on February 16, 2021, reporting sole voting and sole dispositive power over 2,934,110 shares. |
| (6) | Information based on Schedule 13G filed with the SEC by AllianceBernstein LP on February 8, 2021, reporting sole voting power over 2,069,251 shares, sole dispositive power over 2,399,456 shares, and shared dispositive power over 47,770 shares. |
| | Belden Inc. 2021 Proxy Statement | Page 67 |
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. FREQUENTLY ASKED QUESTIONS 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 2021 annual meeting of stockholders which will take place on May 26, 2021. This proxy statement includes information about the issues to be voted on at the meeting. You are invited to attend the meeting virtually and we request that you vote on the proposals described in this proxy statement. 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 8, 2021. 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 March 29, 2021. On the record date, there were 44,711,546 shares of Belden common stock outstanding. Each share is entitled to one vote on each matter properly brought before the annual meeting. 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 2020 Annual Report to Stockholders, which includes our Annual Report on Form 10-K, is also available on-line. The Form 10-K includes our 2020 audited financial statements with notes and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations. Q: What matters will be voted on at the meeting? A: Five matters will be voted on at the meeting: (1) the election of the ten directors nominated by the Board, each for a term of one year; (2) the ratification of the appointment of Ernst & Young as the Company’s independent registered public accountant for 2021; (3) an advisory vote on executive compensation for 2020; | | Page 68 | Belden Inc. 2021 Proxy Statement |
(4) the approval of the Belden Inc. 2021 Long Term Incentive Plan; and (5) the approval of the Belden Inc. 2021 Employee Stock Purchase Plan. Q: What are Belden’s voting recommendations? A: Our Board of Directors recommends that you vote your shares: (1) FOR the Company’s slate of directors; (2) FOR the ratification of Ernst & Young; (3) FOR the approval of the Company’s executive compensation; (4) FOR the approval of the Belden Inc. 2021 Long Term Incentive Plan; and (5) FOR the approval of the Belden Inc. 2021 Employee Stock Purchase Plan. Q: What shares owned by me can be voted? A: All shares owned by you as of March 29, 2021, the record date, may be voted by you. These shares include those (1) held directly in your name as the stockholder of record, and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee. 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 stock broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially. 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 the stockholder 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 the beneficial 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, the stockholder 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 the stockholder 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. | | Belden Inc. 2021 Proxy Statement | Page 69 |
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 March 29, 2021, the record date, is entitled to one vote at the annual meeting. Q: What about shares held pursuant to a Belden 401(k) or other benefit plan? A: If you are a participant in the Belden Retirement Savings Plan, Tripwire Inc. 401(k) Plan, or PPC 401(k) Plan and hold shares of Belden Inc. common stock pursuant to either plan, you will receive a proxy card associated with such shares from the plan administrator in addition to a proxy card from any other custodian through which you hold shares. To allow sufficient time for the Belden Retirement Savings Plan, Tripwire Inc. 401(k) Plan, and PPC 401(k) Plan Trustee to vote, the trustee must receive your voting instructions by 11:59 p.m. Eastern time on May 23, 2021. If the trustee does not receive your instructions by that date, the trustee will not vote your shares. 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. | | Page 70 | Belden Inc. 2021 Proxy Statement |
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 | Majority of votes cast for
or against a particular director* | Present for quorum purposes; not counted in determining whether a director has received more votes
cast for his or her election to the Companyboard than against | Not present for quorum purposes; brokers do not have discretion to beneficially own more than 5%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 outstandingresults of the advisory vote | Count as present for quorum purposes; brokers have discretion to vote non-votes in favor of ratification | Advisory vote on
executive
compensation | 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 | Not present for quorum purposes; brokers do not have discretion to vote non-votes in favor of compensation matters | Approving the Belden Inc.
2021 Long Term
Incentive Plan | Majority of the shares present at meeting or represented by proxy | Present for quorum purposes; same effect as a vote against the proposal | Not present for quorum purposes; brokers do not have discretion to vote non-votes in favor of December 31, 2015.compensation matters | Approving the Belden Inc.
2021 Employee Stock
Purchase Plan | Majority of the shares present at meeting or represented by proxy | Present for quorum purposes; same effect as a vote against the proposal | Not present for quorum purposes; brokers do not have discretion to vote non-votes in favor of compensation matters | | | | | | | | | | | | | | Name and Address of Beneficial Owner | | Amount and Nature of
Beneficial Ownership
| | | | | Percent of Outstanding
Common Stock(1) | | | | Wellington Management Company, LLP
280 Congress Street
Boston, Massachusetts 02210
| | | 4,375,148 | (2) | | | | | 10.42 | % | | | Janus Capital Management LLC
151 Detroit Street
Denver, Colorado 80206
| | | 4,356,710 | (3) | | | | | 10.38 | % | | | Invesco Ltd.
1555 Peachtree Street NE, Suite 1800
Atlanta, Georgia 30309
| | | 3,840,543 | (4) | | | | | 9.15 | % | | | BlackRock, Inc.
55 East 52nd Street
New York, New York 10022
| | | 3,634,036 | (5) | | | | | 8.66 | % | | | The Vanguard Group
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
| | | 2,928,531 | (6) | | | | | 6.98 | % | | | FMR LLC
245 Summer Street
Boston, Massachusetts 02210
| | | 2,705,300 | (7) | | | | | 6.44 | % | | |
(1) | Based 41,980,674 shares outstanding on December 31, 2015. |
(2) | Information based on Schedule 13G/A filed with the SEC by Wellington Management Company, LLP on February 11, 2016, reporting shared voting power over 3,402,826 shares and shared dispositive power over 4,375,148 shares. |
* | Information based on Schedule 13G/A filed with the SEC by Janus Capital Management LLC on January 12, 2016, reporting sole voting power and sole dispositive power over 4,356,710 shares. |
(4) | Information based on Schedule 13G filed with the SEC by Invesco Ltd. on February 16, 2016, reporting sole voting power and sole dispositive power over 3,840,543 shares. |
(5) | Information based on Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 25, 2016, reporting sole voting power over 3,536,921 shares and sole dispositive power over 3,634,036 shares. |
(6) | Information based on Schedule 13G/A filed with the SEC by the Vanguard Group on February 10, 2016, reporting sole voting power over 93,371 shares, shared voting power over 2,400 shares, sole dispositive power over 2,835,360 shares and shared dispositive power over 93,171 shares. |
(7) | Information based on Schedule 13G filed with the SEC by FMR LLC on February 12, 2016, reporting sole voting power over 3,600 shares and sole dispositive power over 2,705,300 shares. |
| | | Page 54 | | Belden Inc. 2016 Proxy Statement |
The Company knows of no other mattersCompany’s bylaws, as amended, provide that, in an uncontested election, a director must receive more votes “for” than votes “against” to be elected to the Board. An incumbent director that fails to receive such a majority shall tender his or her resignation, which will be brought beforeconsidered by 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.Board’s Nominating and Corporate Governance Committee. FREQUENTLY ASKED QUESTIONS
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 2016 annual meeting of stockholders which will take place on May 26, 2016. This proxy statement includes information about the issues to be voted on at the meeting. You are invited to attend the meeting and we request that you vote on the proposals described in this proxy statement. |
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 6, 2016. |
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 March 31, 2016. On the record date, there were 42,059,401 shares of Belden common stock outstanding. Each share is entitled to one vote on each matter properly brought before the annual meeting. |
Q: | What information is available for review? Belden Inc. 2021 Proxy Statement 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 2015 Annual Report to Stockholders, which includes our Annual Report on Form 10-K, is also available on-line. The Form 10-K includes our 2015 audited financial statements with notes and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations. | Page 71 |
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 on Form 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, Brian E. Anderson, the Company’s Senior Vice President–Legal, General Counsel and Corporate Secretary, and Nicholas E. Eckelkamp, the Company’s Senior Legal Counsel–Corporate/M&A, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees are not available as a candidate for director, the persons named as proxy holders will 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. Q: Who will bear the cost of soliciting votes for the meeting? A: Belden has retained Alliance Advisors LLC to act as proxy solicitor for the annual meeting and to provide other advisory services throughout the year. Belden will bear the cost of this arrangement, which amounts to $7,000 annually. Upon request, the Company will reimburse brokers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of the Company’s common stock. Page 72 Q: | What matters will be voted on at the meeting? |
A: | Three matters will be voted on at the meeting: |
| (1) | the election of the nine directors nominated by the Board, each for a term of one year; |
| (2) | the ratification of the appointment of Ernst & Young as the Company’s independent registered public accountant for 2015; |
| (3) | an advisory vote on executive compensation; and |
| (4) | the approval of the amendment and restatement of the Belden Inc. 2011 Long Term Incentive Plan. |
Q: | What are Belden’s voting recommendations? |
A: | Our Board of Directors recommends that you vote your shares: |
| (1) | FOR the Company’s slate of directors; |
| (2) | FOR the ratification of Ernst & Young; |
| (3) | FOR the approval of the Company’s executive compensation; and |
| (4) | FOR the approval amending and restating the Belden Inc. 2011 Long Term Incentive Plan. |
| | Belden Inc. 2021 Proxy Statement | Belden Inc. 2016 Proxy Statement | | Page 55 |
Q: | What shares owned by me can be voted? |
Table of Contents A: | All shares owned by you as of March 31, 2016, the record date, may be voted by you. These shares include those (1) held directly in your name as the stockholder of record, and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee. |
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 stock broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially. |
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. |
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 March 31, 2016, the record date, is entitled to one vote at the annual meeting. |
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. |
| | | Page 56 | | Belden Inc. 2016 Proxy Statement |
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 ratification | | | | | Advisory vote on executive compensation | | 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 | | Not present for quorum purposes; brokers do not have discretion to vote non-votes in favor of compensation matters | | | | | Amending and Restating the Belden Inc. 2011 Long Term Incentive Plan | | Majority of shares present at meeting or represented by proxy | | Present for quorum purposes; same effect as vote against the proposal | | 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 on Form 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, Brian E. Anderson, the Company’s Senior Vice President – Legal, General Counsel and Corporate Secretary, and Nicholas E. Eckelkamp, the Company’s Legal Counsel – Corporate/M&A, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees are not available as a candidate for director, the persons named as proxy holders will 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? |
STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING 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. |
You may submit proposals for consideration at future stockholder meetings, including director nominations. 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 bear the cost of this arrangement, which amounts to $8,000 annually. Upon request, the Company will reimburse brokers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of the Company’s common stock. |
| | | Belden Inc. 2016 Proxy Statement | | Page 57 |
STOCKHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING
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 2017 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 7, 2016. If you want the Company to consider a proposal at the 2017 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 26, 2017 and no later than February 25, 2017.
Stockholder Proposals: To be included in the Company’s proxy statement and form of proxy for the 2022 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 9, 2021. If you want the Company to consider a proposal at the 2022 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 26, 2022 and no later than February 25, 2022. 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, the candidate’s ownership interest in the Company (if any), a description of any arrangements between the candidate and the nominating stockholder, and the person’s consent to be named as a director if selected by the Committee and nominated by the Board. 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 a director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company and have 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 have the Board represent a diversity of backgrounds and experience.
The Committee will identify potential nominees by asking current directors and executive officers to notify the Committee if they become aware of persons, meeting the criteria described above, who have had a change in circumstances that might make them available to serve on the Board. The Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the Committee will also consider candidates recommended by stockholders.
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 considered 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 be considered and to serve on the Board, 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 the business community or 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 not a candidate is recommended by a stockholder, although, as stated above, the Board may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.
| | | Page 58 | | Belden Inc. 2016 Proxy Statement |
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 a director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company and have 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 have the Board represent a diversity of backgrounds and experience. The Committee will identify potential nominees by asking current directors and executive officers to notify the Committee if they become aware of persons, meeting the criteria described above, who have had a change in circumstances that might make them available to serve on the Board. The Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the Committee will also consider candidates recommended by stockholders. 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 considered 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 be considered and to serve on the Board, 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 the business community or 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 not a candidate is recommended by a stockholder, although, as stated above, the Board may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. Belden Inc. 2021 Proxy Statement | Page 73 | |
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 (numbers other than working capital turns are shown in thousands): | | | | | | | | | | | | | | | | January – June 2020 | | 2020 ACIP H-1 | | Category | | Threshold | | | Target | | | Maximum | | | Actual | | | Score | | Consolidated Net Income from Continuing Operations ($) | | 82,000 | | | 102,000 | | | 112,000 | | | 51,000 | | | — | | Consolidated EBITDA ($) | | 159,000 | | | 176,000 | | | 185,000 | | | 110,000 | | | — | | Consolidated Revenues ($) | | 1,012,000 | | | 1,065,000 | | | 1,119,000 | | | 932,000 | | | — | | Consolidated Operating Working Capital Turns | | 4.8 | | | 5.3 | | | 5.8 | | | 5.3 | | | 1.0(1) | | Industrial Automation EBITDA ($) | | 96,000 | | | 120,000 | | | 132,000 | | | 81,000 | | | — | | Industrial Automation Revenues ($) | | 462,000 | | | 517,000 | | | 543,000 | | | 452,000 | | | — | | Industrial Automation Inventory Turns | | 5.1 | | | 5.6 | | | 6.1 | | | 5.3 | | | 0.70(1) | | Tripwire Non-renewal bookings | | 33,000 | | | 36,000 | | | 40,000 | | | 28,000 | | | — | | Tripwire EBITDA | | 12,000 | | | 15,000 | | | 17,000 | | | 4,000 | | | — | |
(1) | Despite performance factors applicable toabove threshold for these individual metrics, there was no payout for 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): | | | | | | | | | | | | | | | | | | | | | | Category | | 2015 ACIP | | | | Threshold | | | Target | | | Maximum | | | Actual | | | Score | | Consolidated Net Income from Continuing Operations ($) | | | 191,174 | | | | 238,967 | | | | 286,761 | | | | 213,722 | | | | 0.74 | | Consolidated EBITDA ($) | | | 404,750 | | | | 449,722 | | | | 494,694 | | | | 400,688 | | | | 0.00 | | Consolidated Share Capture ($) | | | 11,864 | | | | 23,727 | | | | 35,591 | | | | 61,894 | | | | 2.00 | | Consolidated Operating Working Capital Turns | | | 5.5 | | | | 6.0 | | | | 6.5 | | | | 6.1 | | | | 1.20 | | Enterprise Connectivity EBITDA ($) | | | 62,705 | | | | 78,381 | | | | 94,057 | | | | 85,966 | | | | 1.48 | | Enterprise Connectivity Share Capture | | | (4,600 | ) | | | - | | | | 4,600 | | | | 3,900 | | | | 1.85 | | Enterprise Connectivity Inventory Turns | | | 8.5 | | | | 9.0 | | | | 9.5 | | | | 8.6 | | | | 0.60 | | Broadcast Solutions EBITDA ($) | | | 159,095 | | | | 198,869 | | | | 238,643 | | | | 162,870 | | | | 0.55 | | Broadcast Solutions Share Capture ($) | | | 5,000 | | | | 10,000 | | | | 15,000 | | | | 25,600 | | | | 2.00 | | Broadcast Solutions Operating Working Capital Turns | | | 3.6 | | | | 4.1 | | | | 4.6 | | | | 3.6 | | | | 0.50 | |
Performance Factor Definitions
“Net Income from Continuing Operations” is consolidated revenues, less costfirst half 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.
“EBITDA” is GAAP operating income, adjusted in a manner consistent with the Company’s use of Adjusted EBITDA in its periodic filings on Forms 10-K, 10-Q and 8-K, whether on a consolidated basis or of2020 because the applicable business platform (i.e., Enterprise Connectivity Solutions for Mr. Pennycook and Broadcast Solutions with respect to Mr. Vestjens).
“Share Capture” is the revenue that the Company, whether on a consolidated basis or with respect to the applicable business platform, compared to the revenue from the same period the previous year, excluding revenue changes due to acquisitions and divestitures, changes in copper prices, changes in foreign currency exchange rates, actual market growth (as measured based on third-party sources), changes in channel inventory and changes in the number of days in a period.
“Operating Working Capital Turns”, whether on a consolidated basis or with respect to the applicable business platform, are based on a monthly average of working capital turns during the applicable performance period and for each individual monthnet income/EBITDA amounts were computed based on a ratio calculated at the end of the month of (i) annualized actual cost of goods sold for the prior two months and the current month to (ii) operating working capital at the end of the month.below threshold.
“Inventory Turns” are based on a monthly average of inventory turns during the applicable performance period and for each individual month were computed based on a ratio calculated at the end of the month of (i) annualized actual cost of goods sold for the prior two months and the current month to (ii) inventory at the end of the month.
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| | | | | | | | | | | | | | | | July – December 2020 | | 2020 ACIP H-2 | | Category | | Threshold | | | Target | | | Maximum | | | Actual | | | Score | | Consolidated Net Income from Continuing Operations ($) | | 38,000 | | | 63,000 | | | 76,000 | | | 73,000 | | | 1.77 | | Consolidated EBITDA ($) | | 104,000 | | | 130,000 | | | 143,000 | | | 139,000 | | | 1.71 | | Consolidated Revenues ($) | | 826,000 | | | 918,000 | | | 1,010,000 | | | 971,000 | | | 1.57 | | Consolidated Operating Working Capital Turns | | 5.4 | | | 5.9 | | | 6.4 | | | 6.5 | | | 2.00 | | Industrial Solutions EBITDA ($) | | 56,000 | | | 94,000 | | | 113,000 | | | 113,000 | | | 2.00 | | Industrial Solutions Revenues ($) | | 377,000 | | | 443,000 | | | 510,000 | | | 461,000 | | | 1.27 | | Industrial Solutions Inventory Turns | | 5.2 | | | 5.7 | | | 6.2 | | | 5.0 | | | — | |
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. “EBITDA” is GAAP operating income, adjusted in a manner consistent with the Company’s use of Adjusted EBITDA in its periodic filings on Forms 10-K, 10-Q and 8-K, whether on a consolidated basis or of the applicable business platform. “Revenue” is revenue, adjusted in a manner consistent with the Company’s use of Adjusted Revenue in its periodic filings on Forms 10-K, 10-Q and 8-K, whether on a consolidated basis or with respect to the applicable business platform. “Operating Working Capital Turns”, whether on a consolidated basis or with respect to the applicable business platform, are based on a monthly average of working capital turns during the applicable performance period and for each individual month were computed based on a ratio calculated at the end of the month of (i) annualized actual cost of goods sold for the prior two months and the current month to (ii) operating working capital at the end of the month.
Below is a summary of the applicable performance factors and weighting percentages for each NEO and a calculation of each NEO’s applicable Financial Factor for each performance period (rounded to two decimal places):
| | | | | | | | Messrs. Stroup, Derksen and Rosenberg – 2015 | | Category | | Score | | Weighting | | Contribution to Financial Factor | Consolidated Net Income from Continuing Operations | | 0.74 | | 25% | | 0.19 | Consolidated EBITDA | | 0.00 | | 25% | | 0.00 | Consolidated Share Capture | | 2.00 | | 25% | | 0.50 | Consolidated Operating Working Capital Turns | | 1.20 | | 25% | | 0.30 | Consolidated Financial Factor | | | | | | 0.99 |
| | | | | | | | Mr. Pennycook – 2015 | | Category | | Score | | Weighting | | Contribution to Financial Factor | Enterprise Connectivity EBITDA | | 1.48 | | 50% | | 0.74 | Enterprise Connectivity Share Capture | | 1.85 | | 25% | | 0.46 | Enterprise Connectivity Inventory Turns | | 0.60 | | 25% | | 0.15 | Mr. Pennycook’s Financial Factor | | | | | | 1.35 |
| | | | | | | | Mr. Vestjens – 2015 | | Category | | Score | | Weighting | | Contribution to Financial Factor | Broadcast Solutions EBITDA | | 0.55 | | 50% | | 0.28 | Broadcast Solutions Share Capture | | 2.00 | | 25% | | 0.50 | Broadcast Solutions Operating Working Capital Turns | | 0.50 | | 25% | | 0.13 | Mr. Vestjens’ Financial Factor | | | | | | 0.91 |
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| February 25, 2016
BELDEN INC. 2011 LONG TERM INCENTIVE PLAN
Article 1. Establishment, Purpose, and Duration
1.1 Establishment. Belden Inc., a Delaware corporation (hereinafter referred to as the “Company”), establishes an incentive compensation plan to be known as the Belden Inc. 2011 Long Term Incentive Plan (hereinafter referred to as the “Plan”), as set forth in this document.2021 Proxy Statement
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 interests of the Company by giving Employees and Directors a stake in the Company’s future growth and success, to strengthen the alignment of interests of Employees and Directors with those of the Company’s shareholders through the ownership of Shares, 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. Definitions
Whenever 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 in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
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“Inventory Turns” are based on a monthly average of inventory turns during the applicable performance period and for each individual month were computed based on a ratio calculated at the end of the month of (i) annualized actual cost of goods sold for the prior two months and the current month to (ii) inventory at the end of the month. Below is a summary of the applicable performance factors and weighting percentages for each NEO and a calculation of each NEO’s applicable Financial Factor for the performance period (rounded to two decimal places): | | | | | | | | Messrs. Stroup, Vestjens, Derksen, Anderson and McKenna– First Half 2020 | | Category | | Score | | Weighting | | Contribution to Financial Factor | | Consolidated Net Income from Continuing Operations | | 0.00 | | 25% | | — | | Consolidated EBITDA | | 0.00 | | 25% | | — | | Consolidated Revenue | | 0.00 | | 25% | | — | | Consolidated Operating Working Capital Turns | | 0.00 | | 25% | | — | | Consolidated Financial Factor | | | | | | 0.00 | |
| | | | | | | | Messrs. Stroup, Vestjens, Derksen, Anderson and McKenna– Second Half 2020 | | Category | | Score | | Weighting | | Contribution to Financial Factor | | Consolidated Net Income from Continuing Operations | | 1.77 | | 25% | | 1.77 | | Consolidated EBITDA | | 1.71 | | 25% | | 1.71 | | Consolidated Revenue | | 1.57 | | 25% | | 1.57 | | Consolidated Operating Working Capital Turns | | 2.00 | | 25% | | 2.00 | | Consolidated Financial Factor | | | | | | 1.76 | |
| | | | | | | | Mr. Chand – First Half 2020 | | Category | | Score | | Weighting | | Contribution to Financial Factor | | Industrial Automation EBITDA | | 0.00 | | 25% | | — | | Industrial Automation Revenue | | 0.00 | | 25% | | — | | Industrial Automation Inventory Turns | | 0.00 | | 25% | | — | | Tripwire Non-renewal bookings | | 0.00 | | 12.5% | | — | | Tripwire EBITDA | | 0.00 | | 12.5% | | — | | Consolidated Financial Factor | | | | | | 0.00 | |
| | | | | | | | Mr. Chand – Second Half 2020 | | Category | | Score | | Weighting | | Contribution to Financial Factor | | Industrial Automation EBITDA | | 2.00 | | 50% | | 2.00 | | Industrial Automation Revenue | | 1.27 | | 25% | | 1.27 | | Industrial Automation Inventory Turns | | 0.00 | | 25% | | — | | Consolidated Financial Factor | | | | | | 1.32 | |
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.
2.8 “Cause” means:
(i) A Participant’s willful and continued failure to perform substantially his duties owed to the Company or its affiliates after a written demand for substantial performance is delivered to him specifically identifying the nature of such unacceptable performance, which is not cured by the Participant within a reasonable period, not to exceed thirty (30) days;
(ii) A Participant is convicted of (or pleads guilty or no contest to) a felony or any crime involving moral turpitude; or
(iii) A Participant has engaged in conduct that constitutes gross misconduct in the performance of his employment duties.
An act or omission by a Participant shall not be “willful” if conducted in good faith and with the Participant’s reasonable belief that such conduct is in the best interests of the Company.
2.9 “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 in Rule 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 in Rule 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 in Rule 13d-3 under the
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Exchange Act) of twenty percent (20%) or more of either the Company’s then-outstanding common stock or Voting Power;provided that:
(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 Power of the Company and (y) prior to such acquisition, at least two-thirds of the Directors described in paragraph (iii) of this definition vote to adopt a resolution of the Board to 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 consolidation of 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.
2.10 “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.
2.11 “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 of the Committee shall be appointed from time to time by and shall serve at 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.
2.12 “Company” means Belden Inc., a Delaware corporation, and any successor thereto as provided in Article 20 herein.
2.13 “Covered Employee” means any key salaried Employee 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.
2.14 “Director” means any individual who is a member of the Board of Directors of the Company.
2.15 “Effective Date” has the meaning set forth in Section 1.1.
2.16 “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
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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.
2.17 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
2.18 “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; provided, 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.
2.19 “Freestanding SAR” means an SAR that is granted independently of any Options, as described in Article 7.
2.20 “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.
2.21 “Good Reason” means, without the express written consent of a Participant, the occurrence of any of the following events:
(i) The Participant’s base salary or annual target cash incentive opportunity is materially reduced;
(ii) The Participant’s duties or responsibilities are negatively and materially changed in a manner inconsistent with the Participant’s position (including status, offices, titles, and reporting responsibilities) or authority; or
(iii) The Company requires the Participant’s principal office to be relocated more than 50 miles from its location as of the date immediately preceding the Change in Control.
Prior to any termination by a Participant for “Good Reason,” the Participant shall provide the Company not less than thirty (30) nor more than ninety (90) days’ notice, with specificity, of the grounds constituting Good Reason and an opportunity within such notice period for the Company to cure such grounds. The notice shall be given within ninety (90) days following the initial existence of grounds constituting Good Reason for such notice and subsequent termination, if not so cured above, to be effective.
2.22 “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.
2.23 “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.
2.24 “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
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registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.
2.25 “Nonemployee Director” means a Director who is not an Employee.
2.26 “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.
2.27 “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.
2.28 “Option” means an ISO or an NQSO, as described in Article 6.
2.29 “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.
2.30 “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.
2.31 “Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.
2.32 “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.
2.33 “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.
2.34 “Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.
2.35 “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.
2.36 “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.
2.37 “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.
2.38 “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.
2.39 “Plan” means the Belden Inc. 2011 Long Term Incentive Plan.2021 Proxy Statement
2.40 “Plan Year” means the calendar year.
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APPENDIX II BELDEN INC. 2021 LONG TERM INCENTIVE PLAN Article 1.Establishment, Purpose, and Duration 1.1Establishment. Belden Inc., a Delaware corporation (hereinafter referred to as the “Company”), establishes an incentive compensation plan to be known as the Belden Inc. 2021 Long Term Incentive Plan (hereinafter referred to as 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. 1.2Purpose of this Plan. The purpose of this Plan is to attract and retain highly qualified executives, Directors, and Employees, to advance the interests of the Company by giving Employees and Directors a stake in the Company’s future growth and success, to strengthen the alignment of interests of Employees and Directors with those of the Company’s shareholders through the ownership of Shares, and to provide additional incentives for Employees and Directors to maximize the long-term success of the Company’s business. 1.3Duration 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.Definitions Whenever 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“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. 2.3“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. 2.4“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. 2.5“Board” or “Board of Directors” means the Board of Directors of the Company. 2.6“Cash-Based Award” means an Award granted to a Participant as described in Article 10.
2.41 “Prior Plan” means the Company’s 2001 Long-Term Performance Incentive Plan, as amended.Page II -1
2.42 “Restricted Stock” means an Award granted to a Participant pursuant to Article 8.
2.43 “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.
2.44 “Share” means a share of common stock of the Company.
2.45 “Stock Appreciation Right” or “SAR” means an Award, designated as an SAR, pursuant to the terms of Article 7 herein.
2.46 “Stock-Based Award”means any Award other than a Cash-Based Award.
2.47 “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.
2.48 “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. Administration
3.1 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 such administrative 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.
| | Belden Inc. 2021 Proxy Statement | Page II-6 | | Belden Inc. 2016 Proxy Statement |
2.7“Cause” means: (i)A Participant’s willful and continued failure to perform substantially his duties owed to the Company or its affiliates after a written demand for substantial performance is delivered to him specifically identifying the nature of such unacceptable performance, which is not cured by the Participant within a reasonable period, not to exceed thirty (30) days; (ii)A Participant is convicted of (or pleads guilty or no contest to) a felony or any crime involving moral turpitude; or (iii)A Participant has engaged in conduct that constitutes gross misconduct in the performance of his employment duties. An act or omission by a Participant shall not be “willful” if conducted in good faith and with the Participant’s reasonable belief that such conduct is in the best interests of the Company. 2.8“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 in Rule 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 in Rule 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), , of beneficial ownership (as such term is used in Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of either the Company’s then-outstanding common stock or Voting Power; provided that:
Article 4. Shares Subject to this Plan and Maximum Awards
4.1 Number of Shares Available for Awards.
(a) Belden Inc. 2021 Proxy StatementSubject 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)Page II -6,500,000, of which 6,500,000 shall be eligible to be issued as Incentive Stock Options, plus2
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(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 Power of the Company and (y) prior to such acquisition, at least two-thirds of the Directors described in paragraph (iii) of this definition vote to adopt a resolution of the Board to 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 consolidation of 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 of the Committee shall be appointed from time to time by and shall serve at 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“Director” means any individual who is a member of the Board of Directors of the Company. 2.13“Effective Date” has the meaning set forth in Section 1.1. 2.14“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. 2.15“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. 2.16“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 | | (ii)Page 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).3
| (b)Belden Inc. 2021 Proxy StatementTo the extent that a Share is granted pursuant to a Full Value Award, it shall reduce the Share Authorization by two and twenty-three hundredths (2.23) 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.
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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; provided, 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. 2.17“Freestanding SAR” means an SAR that is granted independently of any Options, as described in Article 7. 2.18“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, or, if otherwise provided for in an applicable award agreement or as otherwise provided by the Committee, cash or a combination of Shares and cash. 2.19“Good Reason” means, without the express written consent of a Participant, the occurrence of any of the following events: (i)The Participant’s base salary or annual target cash incentive opportunity is materially reduced; (ii)The Participant’s duties or responsibilities are negatively and materially changed in a manner inconsistent with the Participant’s position (including status, offices, titles, and reporting responsibilities) or authority; or (iii)The Company requires the Participant’s principal office to be relocated more than 50 miles from its location as of the date immediately preceding the Change in Control. Prior to any termination by a Participant for “Good Reason,” the Participant shall provide the Company not less than thirty (30) nor more than ninety (90) days’ notice, with specificity, of the grounds constituting Good Reason and an opportunity within such notice period for the Company to cure such grounds. The notice shall be given within ninety (90) days following the initial existence of grounds constituting Good Reason for such notice and subsequent termination, if not so cured above, to be effective. 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. | | (c)Belden Inc. 2021 Proxy StatementSubject 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 one million two hundred eighteen thousand seven hundred fifty (1,218,750) Shares, and no Nonemployee Director may receive Awards subject to more than fifteen thousand (15,000) Shares in any Plan Year.
| (d)Page II -Except as may be provided in an Award Agreement in the case of death, disability, retirement, or change in control, any 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 Awards which vest upon the attainment of performance goals shall provide for a Performance Period of at least twelve (12) months.4
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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 Measures” means measures as described in Article 11 on which the performance goals are based. 2.31“Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award. 2.32“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. 2.33“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. 2.34“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. 2.35“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. 2.36“Plan” means the Belden Inc. 2021 Long Term Incentive Plan. 2.37“Plan Year” means the calendar year. 2.38“Prior Plan” means the Company’s 2011 Long-Term Performance Incentive Plan, as amended. 2.39“Restricted Stock” means an Award granted to a Participant pursuant to Article 8. 2.40“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. 2.41“Share” means a share of common stock of the Company. 2.42“Stock Appreciation Right” or “SAR” means an Award, designated as an SAR, pursuant to the terms of Article 7 herein. 2.43“Stock-Based Award” means any Award other than a Cash-Based Award. 2.44“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. 2.45“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). 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 limits (each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of such Awards under this Plan:
| (a)Page II -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.5
| (b)Belden Inc. 2021 Proxy StatementCash-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.
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Article 3.Administration 3.1General. 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. 3.2Authority 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. In addition, in the event that applicable tax and/or securities laws change to require Awards to be conditioned or otherwise limited in order for the Company to receive favorable tax treatment, or to avoid adverse tax treatment, the Committee shall have the sole discretion to initiate such conditions or limitations as it deems appropriate without obtaining shareholder approval 3.3Delegation. 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 such administrative 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 Awards 4.1Number of Shares Available for Awards. (a)Subject to adjustment as provided in Section 4.3 herein, the maximum number of Shares available for grant to Participants under this Plan (the “Share Authorization”) shall be: (i)3,250,000, of which 3,250,000 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 seventy-three hundreths (1.73) 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. 4.2Share 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
4.4 Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in 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.Belden Inc. 2021 Proxy Statement
The Committee 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 Participation
5.1 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 Options
6.1 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 Affiliates and/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.
6.3 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.
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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. 4.3Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in 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, and other value determinations applicable to outstanding Awards. The Committee may 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. 4.4Minimum Vesting Period. Except in the case of Substitution Awards granted pursuant to Section 13, any Stock-Based Award (including any portion thereof) shall have a minimum vesting period of one year from the date of its grant with no vesting prior to the first anniversary of the grant date. Notwithstanding the foregoing, (i) the Committee may provide in an Award Agreement or following the time of grant that the vesting of an Award shall accelerate in the event of the Participant’s death, disability, retirement, or a termination of service other than for cause, and (ii) the Committee may grant Awards covering up to five percent (5%) of the total number of shares of Stock authorized under Section 4.1 of the Plan (subject to adjustment pursuant to Section 4.3 of the Plan) without respect to the minimum vesting requirements set forth in this Section 4.4. Notwithstanding the foregoing, with regard to Stock-Based Awards granted to a Non-employee Director, the vesting of such Awards will be deemed to satisfy the one (1) year minimum vesting requirement to the extent that the Awards vest on the earlier of the one (1) year anniversary of the date of grant and the next annual meeting of the Company’s shareholders that is at least fifty (50) weeks after the immediately preceding year’s annual meeting. Article 5.Eligibility and Participation 5.1Eligibility. Individuals eligible to participate in this Plan include all Employees and Non-employee Directors. 5.2Actual 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 Options 6.1Grant 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;
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 listed and/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)Page II -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.7
| (b)Belden Inc. 2021 Proxy StatementNonqualified 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 granted under 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
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provided that ISOs may be granted only to eligible Employees of the Company, its Affiliates and/or its Subsidiaries (as permitted under Code Section 422). 6.2Award 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. 6.3Option 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. 6.4Term 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. 6.5Exercise 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. 6.6Payment. 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 ; (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. 6.7Restrictions 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 listed and/or traded, or under any blue sky or state securities laws applicable to such Shares. 6.8Termination 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. 6.9Transferability of Options.
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 Rights
7.1 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. Each SAR granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, 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)Belden Inc. 2021 Proxy StatementThe excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
| (b)Page II -The number of Shares with respect to which the SAR is exercised.8
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 with Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
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(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 granted under 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. 6.10Notification 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 Rights 7.1Grant 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. 7.2SAR 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. 7.3Term of SAR. Each SAR granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant. 7.4Exercise 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. 7.6Settlement 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
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(b)The number of Shares with respect to which the SAR is exercised. The payment upon SAR exercise shall be in Shares. 7.7Termination 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 with Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination. 7.8Transferability 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. 7.97.8 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 conditions and/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 Units 8.1Grant 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 Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant. 8.2Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine. 8.3Transferability. Except as provided in this Plan or an Award Agreement, the Shares of Restricted Stock and/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 by the Committee and specified in the Award Agreement (and in the case of Restricted Stock Units until the date of delivery 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 Stock and/or Restricted Stock Units granted to a Participant under this Plan shall be available during his lifetime only to such Participant, except as otherwise provided in an Award Agreement or at any time by the Committee. 8.4Other Restrictions. The Committee shall impose such other conditions and/or restrictions 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. | | Belden Inc. 2021 Proxy Statement | Page II -10 |
To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse. Except as otherwise provided in this Article 8, Shares 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), and Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion shall determine. 8.5Certificate 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.” 8.6Voting Rights. Unless otherwise determined by the Committee and set forth 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. 8.7Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/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. 8.8Section 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.Performance Shares/Performance Units 9.1Grant 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 Shares and/or Performance Units to Participants in such amounts and upon such terms as the Committee shall determine. 9.2Value of Performance Shares/Performance Units. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share 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 number and/or value of Performance Shares/Performance Units that will be paid out to the Participant. 9.3Earning 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. | | Page II -11 | Belden Inc. 2021 Proxy Statement |
9.4Form 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 close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions 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. 9.5Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Shares and/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. 9.6Transferability 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.Cash-Based Awards and Other Stock-Based Awards 10.1Grant 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. 10.2Other 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. 10.3Value 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 number and/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. 10.4Payment 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. 10.5Termination 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. | | Belden Inc. 2021 Proxy Statement | Page II -12 |
10.6Transferability 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. Article 11Performance Measures 11.1Performance Measures. The performance goals upon which the payment or vesting of an Award to a Participant 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 Units
8.1 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 Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant.
8.2 Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or 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 Stock and/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 by the Committee and specified in the Award Agreement (and in the case of Restricted Stock Units until the date of delivery 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 Stock and/or Restricted Stock Units granted to a Participant under this Plan shall be available during his lifetime only to such Participant, except as otherwise provided in an Award Agreement or at any time by the Committee.
8.4 Other Restrictions. The Committee shall impose such other conditions and/or restrictions 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 Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse.
Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such
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Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and Restricted 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 forth 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 Stock and/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. Performance Shares/Performance Units
9.1 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 Shares and/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 of a Share 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 number and/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
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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 close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions 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 Shares and/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. Cash-Based Awards and Other Stock-Based Awards
10.1 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 number and/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.
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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.
Article 11 Performance Measures
11.1 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); |
| (d) | Operating expense ratios; |
| (e) | Operating expense targets; |
| (h) | Gross or operating margins; |
| (i) | Earnings before or after taxes, interest, depreciation and/or amortization; |
| (j) | Net earnings or net income (before or after taxes); |
| (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; |
| (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 shareholder return; |
| (t) | Debt to equity ratio / debt levels; |
| (u) | Customer satisfaction / service (relative improvement); |
| (w) | Employee satisfaction / engagement; |
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(y) Safety;
| (z) | Environmental, social and governance (ESG); |
| (bb) | 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) nonrecurring items as described in FASB Accounting Standards Codification 225-20—Unusual or Infrequently Occurring Items and/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 affect Awards 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 tax and/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 Awards
The 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 Awards
Awards 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.
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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. 11.2Evaluation 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) nonrecurring items as described in FASB Accounting Standards Codification 225-20—Unusual or Infrequently Occurring Items and/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. 11.3Committee Discretion. In the event that applicable tax and/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. Article 12.Nonemployee Director Awards The 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 Awards Awards 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.Dividends Unless otherwise provided by the Committee, dividends shall accrue 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 accrued 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 accruals 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. For the avoidance of doubt, accrued dividends shall vest and be paid solely to the extent the underlying
Article 14. Dividend Equivalents
Unless 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 Designation
Each 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 Participants
16.1 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 employment or 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 Control
Except 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 and the Participant’s employment is terminated by the Company without Cause (other than for death or disability) or by the Participant for Good Reason, in either case, within two years following the Change in Control, then:
(i)Belden Inc. 2021 Proxy Statementthe 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)Page 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 Termination
18.1 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
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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, 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. The Company shall not purchase Options or SARs from plan participants at a price less than the Option Price of such awards, or otherwise exchange underwater Options or SARs for cash.
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 or otherwise, 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. Withholding
19.1 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. Successors
All 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 business and/or assets of the Company.
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Article 21. General Provisions
21.1 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.
21.3 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.
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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 Employees and/or Directors, the Committee, in its sole discretion, shall have the power and authority to:
(a)Determine which Affiliates and/or Subsidiaries shall be covered by this Plan;
(b)Determine which Employees and/or Directors outside the United States are eligible to participate in this Plan;
(c)Modify the terms and conditions of any Award granted to Employees and/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 its obligations 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
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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 409A and/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 an election 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
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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 Company and/or Subsidiary anticipates or reasonably should anticipate that, if the payment were made on such date, the Company’s and/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 Treasury Regulation 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 Regulation Section 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.
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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 Affiliates and/or Subsidiaries closes or disposes of the facility at which a Participant is located or the Company or any of its Affiliates and/or Subsidiaries diminish or eliminate ownership interests in any operating unit of the Company or any of its Affiliates and/or Subsidiaries so that such operating unit ceases to be majority owned by the Company or any of its Affiliates and/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 Affiliates and/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.
21.19 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.
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Full Value Awards vests. Under no circumstances may dividends accrue for any Option, SAR or Full Value Award dependent up on achievement of one or more Performance Measures. Article 15.Beneficiary Designation Each 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 16Rights of Participants 16.1Employment. 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 employment or 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. 16.2Participation. 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. 16.3Rights 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 Control Except 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 and the Participant’s employment is terminated by the Company without Cause (other than for death or disability) or by the Participant for Good Reason, in either case, within two years following the Change in Control, 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 provided in an applicable Award Agreement, 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. Payment of any amounts owed to Participant under this Article 17 shall be payable by the Company within sixty days from the date that the Participant becomes entitled to payment of the Award, unless such payment would be noncompliant with Code Section 409A. | | Page II -15 | Belden Inc. 2021 Proxy Statement Use the Internet to transmit your voting instructions and for electronic delivery of information 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 access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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Article 18.Amendment, Modification, Suspension, and Termination 18.1Amendment, 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 4.3, Options or SARs issued under this Plan will not be repriced, replaced, 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. The Company shall not purchase Options or SARs from plan participants at a price less than the Option Price of such awards, or otherwise exchange underwater Options or SARs for cash. 18.2Adjustment 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 4.3 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. 18.3Awards 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. 18.4Amendment 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 or otherwise, 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.Withholding 19.1Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount up to the maximum 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. 19.2Share 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 maximum 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.Successors All 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 business and/or assets of the Company. | | Belden Inc. 2021 Proxy Statement | Page II -16 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
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Article 21.General Provisions 21.1Forfeiture 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, 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, or such other amount as may be required by applicable law. 21.2Legend. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer of such Shares. 21.3Gender 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. 21.4Severability. 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. 21.5Requirements 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. 21.6Delivery 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. 21.7Inability 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. 21.8Investment 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. | | Page II -17 | Belden Inc. 2021 Proxy Statement VOTE BY PHONE - 1-800-690-6903
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21.9Employees 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 Employees and/or Directors, the Committee, in its sole discretion, shall have the power and authority to: (a)Determine which Affiliates and/or Subsidiaries shall be covered by this Plan; (b)Determine which Employees and/or Directors outside the United States are eligible to participate in this Plan; (c)Modify the terms and conditions of any Award granted to Employees and/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. 21.10Uncertificated 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. 21.11Unfunded 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 its obligations 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. 21.12No 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. 21.13Retirement 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. 21.14Compliance 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 Belden Inc. 2021 Proxy Statement 
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
KEEP THIS PORTION FOR YOUR RECORDS
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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 409A and/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 an election 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 | | Page II -19 | Belden Inc. 2021 Proxy Statement 
| | | |  | | | | | The Board of Directors recommends you vote FOR the following:
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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)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 Treasury Regulation 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 Regulation Section 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.” 21.15Nonexclusivity 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. 21.16No 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. 21.17Governing 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. 21.18Effect of Disposition of Facility or Operating Unit. In the event that the Company or any of its Affiliates and/or Subsidiaries closes or disposes of the facility at which a Participant is located or the Company or any of its Affiliates and/or Subsidiaries diminish or eliminate ownership interests in any operating unit of the Company or any of its Affiliates and/or Subsidiaries so that such operating unit ceases to be majority owned by the Company or any of its Affiliates and/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 | | Belden Inc. 2021 Proxy Statement | Page II -20 | | ¨ | | ¨ | | ¨ | | | | | | | | | | | 1. | | Election of Directors | | | | | | | | | | | | | | | | |
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 Affiliates and/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. 21.19Indemnification. 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. | | Page II -21 | Belden Inc. 2021 Proxy Statement | | | | | Nominees
| | | | | | | | | | | | | | | | | | | | | 01
| | David J. Aldrich 02 Lance C. Balk 03 Steven W. Berglund 04 Judy L. Brown 05 Bryan C. Cressey
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| | Jonathan C. Klein 07 George E. Minnich 08 John M. Monter 09 John S. Stroup | | | | | | The Board of Directors recommends you vote FOR proposals 2, 3 and 4.
| | | | For | | Against | | Abstain | | | | | | | | 2
| | To ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for 2016.
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| | | | | | | | | 3
| | Advisory vote to approve named executive officer compensation.
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| | ¨
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| | | | | | | | | | | | | | | | | | 4
| | To amend and restate the Company’s 2011 Long Term Incentive Plan.
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| | | | | | | | | NOTE: In their discretion, proxies are authorized to transact and vote upon such other business as may properly come before the meeting.
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| | | | | | Yes
| | | | No
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| | | | | | | | Please indicate if you plan to attend this meeting | | ¨ | | | | ¨ | | | | | | | | | | | | | 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.
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APPENDIX III BELDEN INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1.Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries and Designated Affiliates with an opportunity to purchase shares of Common Stock through accumulated Contributions. This Plan includes two components: a Code Section 423 Component (the “423 Component”) and a non-Code Section 423 Component (the “Non-423 Component”). It is the intention of the Company to have the 423 Component qualify as an “employee stock purchase plan” under Section 423 of the Code. The provisions of the 423 Component, accordingly, shall be construed so as to extend and limit participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of options under the Non-423 Component that does not qualify as an “employee stock purchase plan” under Section 423 of the Code; such options shall be granted pursuant to rules, procedures or subplans adopted by the Committee designed to achieve tax, securities laws or other objectives for Eligible Employees and the Company. Except as otherwise provided herein, the Non-423 Component will be operated and administered in the same manner as the 423 Component. 2.Definitions. (a)“Administrator” means the Committee or, subject to Applicable Laws, one or more of the Company’s officers or management team appointed by the Board or Committee to administer the day-to-day operations of the Plan. (b)“Affiliate” means (a) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (b) any entity in which the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter existing. (c)“Applicable Laws” means the requirements relating to the administration of equity-based awards and the related issuance of shares of Common Stock under U.S. state corporate laws, U.S. federal and state securities laws, the Code, the rules of any Exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any non-U.S. jurisdiction where options to purchase shares of Common Stock are, or will be, granted under the Plan. (d)“Board” means the Board of Directors of the Company. (e)“Code” means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or U.S. Treasury Regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. (f)“Committee” means the Compensation Committee of the Board, or any subcommittee referred to in Section 14(d). (g)“Common Stock” means the common stock of the Company. (h)“Company” means Belden Inc., a Delaware corporation, or any successor thereto. (i)“Compensation” shall be defined from time to time by the Administrator in its sole discretion with respect to any Offering Period. (j)“Contributions” means the payroll deductions or, if permitted by the Administrator to comply with non-U.S. requirements, amounts contributed to the Plan via cash, check or other means, used to fund the exercise of options granted pursuant to the Plan. (k)“Designated Affiliate” means any Affiliate that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Non-423 Component.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The NOTICE AND PROXY STATEMENT and ANNUAL REPORT is/are available atwww.proxyvote.com
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| | | | | | | |  | | BELDEN INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 2016
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
| | | | The undersigned stockholder of Belden Inc. appoints Brian E. Anderson and Nicholas E. Eckelkamp, 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 26, 2016, beginning at 12:30 p.m., local time, at the Mississippi Room on the 8th Floor of the Four Seasons Hotel St. Louis, 999 North 2nd Street, St. Louis, Missouri 63102 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.
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 6, 2016, and the Annual Report to Stockholders for the year ended December 31, 2015.
Continued and to be signed on reverse side
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*** Exercise YourRight to Vote ***Important Notice Regarding the Availability ofBelden Inc. 2021 Proxy Materials for the
Stockholder Meeting to Be Held on May 26, 2016
Statement | | | | 
| | BELDEN INC.
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(l)“Designated Subsidiary” means any Subsidiary that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the 423 Component. (m)“Designated Percent” means the percentage of Fair Market Value determined by the Administrator for purposes of determining the Purchase Price. (n)“Effective Date” means the date that the Company’s stockholders approve the Plan. (o)“Eligible Employee” means (i) any individual who is an employee providing services to the Company or a Designated Subsidiary, or (ii) any individual who is an employee providing services to the Company or any Designated Affiliate, unless any such employee is specifically excluded by the Administrator from participation. The Administrator, in its discretion, from time to time may, prior to an Offering Date for all options to be granted on such Offering Date in an Offering, determine that the definition of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), or (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, provided that any such exclusion is applied with respect to each Offering in a uniform manner to all similarly-situated employees who otherwise would be Eligible Employees for that Offering. For purposes of the 423 Component, the employment relationship shall be treated as continuing intact while the individual is on military or sick leave or other bona fide leave of absence approved by the Company or the Designated Subsidiary so long as the leave does not exceed three (3) months or if longer than three (3) months, the individual’s right to reemployment is provided by statute or has been agreed to by contract or in a written policy of the Company which provides for a right of reemployment following the leave of absence. The employment relationship shall be treated as continuing intact where an Eligible Employee transfers employment between the Company, Designated Subsidiaries and/or Designated Affiliates; provided, however, that an individual who is not employed by the Company or a Designated Subsidiary on the Offering Date and through a date that is no more than three (3) months prior to the Exercise Date will participate only in the Non-423 Component unless the individual continues to have a right to reemployment with the Company or a Designated Subsidiary provided by statute or contract or in a written policy of the Company which provides for a right of reemployment following the leave of absence. The Administrator shall establish rules to govern other transfers into the 423 Component, and between any separate Offerings established thereunder, consistent with the applicable requirements of Section 423 of the Code. (p)“Exchange” means any national securities exchange or national market system on which the Stock may from time to time be listed or traded. (q)“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder. (r)“Exercise Date” means the last Trading Day of the Offering Period. (s)“Fair Market Value” means, as of any date and unless the Administrator determines otherwise, (i) if the Common Stock is listed or traded on any Exchange, the closing price for such Common Stock (or the closing bid, if no sales were reported) as quoted on such Exchange (or the Exchange with the greatest volume of trading in the Common Stock) for the last market trading day prior to the day of Administrator deems reliable; (ii) if the Common Stock is quoted on the over-the-counter market or is regularly quoted by a recognized securities dealer, but selling prices are not reported, the Fair Market Value of the Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported by Bloomberg L.P. or such other source as the Administrator deems reliable, or (iii) in the absence of an established market for the Common Stock, the Fair Market Value shall be determined by such other method as the Administrator determines in good faith to be reasonable. | | | | | | | | | | | Page III -2 | Belden Inc. 2021 Proxy Statement | | | | | | | | | | | 
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(t)“Maximum Share Amount” means the maximum number of shares of Common Stock that a Participant may purchase on any given Exercise Date, as determined by the Committee in its sole discretion prior to the commencement of the Offering Period. (u)“New Exercise Date” means a new Exercise Date if the Administrator shortens any Offering Period then in progress. (v)“Offering” means an offer under the Plan of an option that may be exercised during an Offering Period. For purposes of this Plan, the Committee may designate separate Offerings under the Plan (the terms of which need not be identical) in which Eligible Employees of one or more Designated Subsidiaries or Designated Affiliates will participate, even if the dates of the applicable Offering Periods of each such Offering are identical. (w)“Offering Date” means the first Trading Day of each Offering Period. (x)“Offering Periods” means the period of time during which offers to purchase shares of Common Stock are outstanding under the Plan. The Committee shall determine the length of each Offering Period, which need not be uniform; provided that no Offering Period shall exceed twenty-seven (27) months in length. No voluntary payroll deductions shall be solicited until after the effective date of a registration statement on Form S-8 filed under the Securities Act of 1933, as amended, covering the shares to be issued under the Plan. (y)“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. (z)“Participant” means an Eligible Employee that participates in the Plan. (aa)“Plan” means this Belden Inc. 2021 Employee Stock Purchase Plan, including both the 423 Component and the Non-423 Component. (bb)“Purchase Price” means the Designated Percent of the Fair Market Value of a share of Common Stock on the Offering Date or on the Exercise Date, whichever is lower. The Administrator may change the Designated Percent for any Offering Period but in no event shall the Designated Percent be less than eighty-five percent (85%). Such Purchase Price may be established by the Committee by any manner or method the Committee determines, pursuant to Section 14, and subject to (i) with respect to the 423 Component, compliance with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or Exchange rule) or (ii) with respect to the Non-423 Component, pursuant to such manner or method as determined by the Committee to comply with applicable local law. (cc)“Securities Act” means the Securities Act of 1933, as amended from time to time. (dd)“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code. (ee)“Trading Day” means a day on which the New York Stock Exchange is open for trading. (ff)“U.S.” means United States. (gg)“U.S. Treasury Regulations” means the Treasury regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code shall include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation. 3.Eligibility. (a)Offering Periods. Any Eligible Employee on a given Offering Date will be eligible to participate in the Plan, subject to the requirements of Section 5, provided, however, that employees who are citizens or residents of a non-U.S. jurisdiction may be excluded from participation in the Plan or an Offering if the participation of such Employees is prohibited under the | | Belden Inc. 2021 Proxy Statement | Page III -3 |
laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. (b)Limitations. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an option under the 423 Component of the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate which exceeds twenty-five thousand U.S. dollars (USD 25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder. 4.Offering Periods. Within the limitations set forth in Section 2(x), the Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) without stockholder approval. Any such change shall be announced prior to the scheduled beginning of the first Offering Period to be affected thereafter. 5.Participation. An Eligible Employee may become a participant in the Plan by following an electronic or other enrollment procedure as may be established by the Administrator from time to time. 6.Contributions. (a)At the time a Participant enrolls in the Plan pursuant to Section 5, he or she will elect to have Contributions made on each pay day during the Offering Period in an amount not exceeding twenty-five percent (25%) of the Compensation which he or she receives on each pay day during the Offering Period. The Administrator may permit Eligible Employees participating in a specified Offering to contribute amounts to the Plan through payment by cash, check or other means to comply with non-U.S. requirements, provided, that such contributions shall not exceed twenty-five percent (25%) of the Compensation received each pay period, during the Offering Period. A Participant’s subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof. (b)Payroll deductions or contributions, as applicable, for a Participant will commence on the first pay day following the Offering Date and will end on the last pay day prior to the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 10 hereof. (c)All Contributions made for a Participant will be credited to his or her account under the Plan and Contributions will be made in whole percentages only. (d)Subject to Applicable Laws, a Participant may discontinue his or her participation in the Plan as provided in Section 10 by completing any forms and following any procedures (including specified deadlines) established by the Administrator or its designee. The change will become effective as soon as administratively practicable after receipt. (e)Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b), a Participant’s Contributions may be decreased to zero percent (0%) at any time during an Offering Period. Subject to Section 423(b)(8) of the Code, Contributions will recommence at the rate originally elected by the Participant effective as of the beginning of the first Offering Period scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 10. (f)At the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed of (or any other time that a taxable event related to the Plan occurs), the Participant must make adequate provision for the Company’s or its Subsidiary’s or Affiliate’s federal, state, local or any other tax liability payable to any authority, national insurance, social security, payment-on-account or other tax obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock (or any other time that a taxable event related to the Plan | | Page III -4 | Belden Inc. 2021 Proxy Statement |
occurs), including, for the avoidance of doubt, any liability of the Participant to pay an employer tax or social insurance contribution obligation, which liability has been shifted to the Participant as a matter of law or contract. At any time, the Company or its Subsidiary or Affiliate, as applicable, may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company or its Subsidiary or Affiliate, as applicable, to meet applicable withholding obligations, including any withholding required to make available to the Company or its Subsidiary or Affiliate, as applicable, any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Eligible Employee. In addition, the Company or its Subsidiary or Affiliate, as applicable, may (i) withhold from the proceeds of the sale of Common Stock, (ii) withhold a sufficient whole number of shares of Common Stock otherwise issuable following purchase having an aggregate fair market value sufficient to pay applicable withholding obligations, or (iii) may withhold by any other means set forth in the applicable subscription agreement. 7.Grant of Option. On the Offering Date of each Offering Period, each Eligible Employee participating in such Offering Period will be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such Eligible Employee’s Contributions accumulated during such Offering Period prior to such Exercise Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event will an Eligible Employee be permitted to purchase during each Offering Period more than the Maximum Share Amount, subject to adjustment pursuant to Section 19(a), and provided further that such purchase will be subject to the limitations set forth in Sections 3(b) and 13. The Eligible Employee may accept the grant of such option by electing to participate in the Plan in accordance with the requirements of Section 5. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that an Eligible Employee may purchase during each Offering Period. Exercise of the option will occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10. The option will expire on the last day of the Offering Period. 8.Exercise of Option. (a)Unless a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated Contributions from his or her account; provided that in no event will an Eligible Employee be permitted to purchase during each Offering Period more than the Maximum Share Amount, subject to adjustment pursuant to Section 19(a), and provided further that such purchase will be subject to the limitations set forth in Sections 3(b) and 13. No fractional shares of Common Stock will be purchased. Any Contributions accumulated in a Participant’s account which are not sufficient to purchase a full share will, at the discretion of the Administrator, be refunded to the Participant, without interest, or be retained in the Participant’s account for the subsequent Offering Period. During a Participant’s lifetime, a Participant’s option to purchase shares hereunder is exercisable only by him or her. (b)In the event that the number of shares of Common Stock to be purchased by all Participants in any Offering Period exceeds the number of shares of Common Stock then available for issuance under the Plan, (i) the Company shall make a pro rata allocation of the remaining shares of Common Stock in as uniform a manner as shall be practicable and as the Committee shall, in its sole discretion, determine to be equitable and (ii) all funds not used to purchase shares of Common Stock on the Exercise Date shall be returned, without interest to the Participants. 9.Delivery. By enrolling in the Plan, each Participant shall be deemed to have authorized the establishment of a brokerage account on his or her behalf at a securities brokerage firm selected by the Company. As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company shall arrange for the delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her option to the Participant’s brokerage or Plan share account in a form determined by the Company. Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule or regulation, the Company shall not deliver to any Participant certificates evidencing shares of Common Stock issued in connection with any purchase under the Plan, and instead such shares of Common Stock shall be recorded in the books of the brokerage firm or, as applicable, the Company, its transfer agent, stock plan administrator or such other outside entity which is not a brokerage firm. | | Belden Inc. 2021 Proxy Statement | Page III -5 | | | Meeting Information
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10.Withdrawal. (a)A Participant may withdraw all but not less than all the Contributions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by following an electronic or other withdrawal procedure determined by the Administrator from time to time. All of the Participant’s Contributions credited to his or her account will, at the discretion of the Administrator, (i) be retained in Participant’s account and used to purchase shares of Common Stock at the next Exercise Date, or (ii) be paid to such Participant as soon as reasonably practicable after receipt of notice of withdrawal and such Participant’s options for the Offering Period shall be terminated automatically, and no further payroll deductions or contributions for the purchase of shares of Common Stock shall be made for such Offering Period. If a Participant withdraws from an Offering Period, Contributions will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan as prescribed by the Administrator from time to time. (b)A Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws. 11.Termination of Employment. Unless otherwise determined by the Administrator, upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15, and such Participant’s option will be automatically terminated. Unless determined otherwise by the Administrator in a manner that is permitted by, and compliant with, Section 423 of the Code, a Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Subsidiary or Designated Affiliate shall not be treated as terminated under the Plan. 12.Interest. No interest will accrue on the Contributions of a Participant in the Plan, except as may be required by applicable law, as determined by the Administrator. 13.Stock. Subject to adjustment as provided in Section 19 hereof, the maximum number of shares of Common Stock that will be made available for sale under the Plan will be 3,000,000 shares of Common Stock. The limitation set forth in this section may be used to satisfy purchases of shares of Common Stock under either the 423 Component or the Non-423 Component of the Plan. 14.Administration. (a)Unless otherwise designated by the Board, the Committee shall serve as the Administrator. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the Plan, to designate Subsidiaries or Affiliates as participating in the Plan, to determine eligibility and adjudicate all disputed claims filed under the Plan, including whether Eligible Employees shall participate in the 423 Component or the Non-423 Component and which entities shall be Designated Subsidiaries or Designated Affiliates, and to establish such procedures that it deems necessary for the administration of the Plan. Notwithstanding any provision to the contrary in this Plan, the Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the United States. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules, procedures and subplans, which, for purposes of the Non-423 Component, may be outside the scope of Section 423 of the Code, regarding, without limitation, eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements. | | Page III -6 | Belden Inc. 2021 Proxy Statement | | | Meeting Type:Annual Meeting
| | | | For holders as of:March 31, 2016
| | | | Date:May 26, 2016 Time:12:30 PM CDT
| | | | Location:
| | Four Seasons Hotel St. Louis
| | | | | | | | The Mississippi Room
8th Floor
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. 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 atwww.proxyvote.comor 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.
| |
(b)Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties, including the Company, Designated Subsidiary, Designated Affiliate, Participant, Eligible Employee, or any beneficiary of such person, as applicable. (c)To the extent allowable pursuant to applicable law, each member of the Board, the Committee, the Administrator or any employee of the Company, a Designated Subsidiary, or a Designated Affiliate (each such person, a “Covered Person”) shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such Covered Person in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided, however, that he or she has acted in accordance with his or her duties and responsibilities to the Company under applicable law, and provided that he or she gives the Company an opportunity, at its own expense, to handle and defend any claim, action, suit, or proceeding to which he or she is a party before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Covered Persons may be entitled pursuant to 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. (d)To the extent not prohibited by Applicable Law, the Committee may, from time to time, delegate some or all of its authority under the Plan to a subcommittee or subcommittees of the Committee, the Administrator or other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation. For purposes of the Plan, reference to the Committee will be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Committee delegates authority pursuant to this Section 14(d). 15.Designation of Beneficiary. (a)If permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any shares of Common Stock and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition, if permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to exercise of the option. If a Participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective. (b)Such designation of beneficiary, if permitted, may be changed by the Participant at any time by notice in a form determined by the Administrator. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company will deliver such shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. (c)All beneficiary designations will be in such form and manner as the Administrator may designate from time to time. 16.Transferability. Neither Contributions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof. Belden Inc. 2021 Proxy Statement | | | | | | | | | Broadridge Internal Use Only
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17.Use of Funds. The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such Contributions, except as may be required by applicable local law, as determined by the Administrator. Until shares of Common Stock are issued, Participants will only have the rights of an unsecured creditor with respect to the Plan, although Participants in specified Offerings may have additional rights where required under local law, as determined by the Administrator. 18.Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to participating Eligible Employees at least annually, which statements will set forth the amounts of Contributions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any. 19.Adjustments; Dissolution or Liquidation; Corporate Transactions. (a)Adjustments. Subject to any required action by the stockholders of the Company, the maximum number of shares of Common Stock that shall be made available for sale under the Plan, the maximum number of shares of Common Stock that each Participant may purchase during the Offering Period pursuant to the Maximum Share Amount or over a calendar year under the USD 25,000 limitation (pursuant to Section 3(b)) and the per share price used to determine the Purchase Price shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from any nonreciprocal transaction between the Company and its stockholders, (such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend), that affects the Common Stock (or other securities of the Company) or the price of shares of Common Stock (or other securities) and causes a change in the per share value of the Common Stock underlying outstanding options. Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option. (b)Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof. (c)Certain Corporate Transactions. In the event of a reorganization, merger, or consolidation of the Company with one or more corporations in which the Company is not the surviving corporation (or survives as a direct or indirect subsidiary of such other constituent corporation or its parent), or upon a sale of substantially all of the property or stock of the Company to another corporation, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the date of the Company’s proposed merger or Change in Control. The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof. 20.Amendment or Termination. (a)Subject to any applicable law or government regulation and to the rules of any Exchange or quotation system on which the shares of Common Stock may be listed or quoted, the Plan may be amended, modified, suspended or terminated by the Board without the approval of the stockholders of the Company. Except as provided in Section 19, no amendment may make any change in any option previously granted which adversely affects the rights of any Participant or any beneficiary (as | | Page III -8 | Belden Inc. 2021 Proxy Statement |
applicable) without the consent of the affected Participant or beneficiary. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or Exchange rule), the Company shall obtain stockholder approval of any amendment in such a manner and to such a degree as required. (b)Without stockholder approval and without regard to whether any Participant rights may be considered to have been “adversely affected,” the Administrator or its delegate, to the extent permitted under the terms of the Plan, applicable law, the Bylaws of the Company and under the Committee charter, may change the Offering Periods, limit the frequency or number of changes in the amount withheld during an Offering Period, establish the exchange rate applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant to adjust for delays or mistakes in the Company’s processing of properly completed Contribution elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of shares of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Committee deems appropriate. 21.Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 22.Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of U.S. and non-U.S. law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any Exchange, and will be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law. 23.Notification of Sale of Shares of Common Stock. Each Participant shall give the Administrator prompt notice of any disposition of Common Stock acquired pursuant to the option granted under the Plan in accordance with such procedures as may be established by the Administrator. The Administrator may require that until such time as a Participant disposes of shares of Common Stock acquired pursuant to the option granted under the Plan, the Participant shall hold all such shares of Common Stock in the Participant’s name and with a third-party broker/administrator designated by the Company until the lapse of any time period(s) established by the Administrator. 24.Clawback/Recoupment Policy. Notwithstanding anything contained herein to the contrary, all shares of Common Stock acquired pursuant to the Plan shall be and remain subject to any incentive compensation clawback or recoupment policy currently in effect or as may be adopted by the Board and, in each case, as may be amended from time to time. No such policy adoption or amendment shall in any event require the prior consent of any Participant. 25.Code Section 409A; Tax Qualification. (a)Options granted under the 423 Component are exempt from the application of Section 409A of the Code. Options granted under the Non-423 Component to U.S. taxpayers are intended to be exempt from the application of Section 409A under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. Subject to Section 25(b), options granted to U.S. taxpayers under the Non-423 Component are subject to such terms and conditions that will permit such options to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares of Common Stock subject to an option be delivered within the short-term deferral period. Subject to Section 25(b), in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Company determines that an option or the exercise, payment, settlement or deferral is subject to Section 409A of the Code, the option shall be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective | | Belden Inc. 2021 Proxy Statement | Page III -9 |
Date. Anything in the foregoing to the contrary notwithstanding, the Company shall have no liability to a Participant or any other party if the option that is intended to be exempt from, or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Company with respect thereto. (b)Although the Company may endeavor to (i) qualify an option for favorable tax treatment under the laws of the U.S. or jurisdictions outside of the U.S. or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 25(a). The Company is not constrained in its corporate activities by any potential negative tax impact on Participants under the Plan. 26.Term of Plan. The Plan will be effective as of the Effective Date and will continue in effect through the tenth (10th) anniversary thereof, unless sooner terminated under Section 20. 27.Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. 28.Governing Law and Jurisdiction. The Plan shall be governed by, and construed in accordance with, the laws of the U.S. State of Delaware (except its choice-of-law provisions). The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to) this Plan shall be exclusively in the courts in the U.S. State of Delaware, including the U.S. federal courts located therein (should federal jurisdiction exist). 29.No Right to Employment. Participation in the Plan by a Participant shall not be construed as giving a Participant the right to be retained as an employee of the Company, a Subsidiary or an Affiliate, as applicable. Furthermore, the Company, a Subsidiary or an Affiliate may dismiss a Participant from employment at any time, free from any liability or any claim under the Plan. 30.Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included. 31.Compliance with Applicable Laws. The terms of this Plan are intended to comply with all Applicable Laws and will be construed accordingly. | | Page III -10 | Belden Inc. 2021 Proxy Statement | | | | | Envelope # | | | | | Sequence # | | | | | # of # Sequence #
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| | | | | | | | | | | | | | | | | | | | | | | | | Voting items | | | | | | | | | | | |  | | | The Board of Directors recommends you vote | | | | FOR the following: | | | | 1. | | Election of Directors | | | | | | | | | | | | | | | | | | Nominees | | | | | | | | | | | | | | | | 01 | | David J. Aldrich | | 02 | | Lance C. Balk | | 03 | | Steven W. Berglund | | 04 | | Judy L. Brown | | 05 | | Bryan C. Cressey | | | | 06 | | Jonathan C. Klein | | 07 | | George E. Minnich | | 08 | | John M. Monter | | 09 | | John S. Stroup | | | | | | | | The Board of Directors recommends you vote FOR proposals 2, 3 and 4. | | | | 2 | | To ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for 2016. | | | | 3 | | Advisory vote to approve named executive officer compensation. | | | | 4 | | To amend and restate the Company’s 2011 Long Term Incentive Plan. | | | | NOTE:In their discretion, proxies are authorized to transact and vote upon such other business as may properly come before the meeting. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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