Under rules of the United States Securities and Exchange Commission (SEC), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On April 11, 2023, we began mailing to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our annual report. The Notice of Internet Availability of Proxy Materials also instructs you on how to access your proxy card to vote through the Internet or by telephone.

This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the annual meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

Answers to certain frequently asked questions including the votes required for approval of the agenda items are included in this document beginning on page 50. For other questions, please see the following contact information:

The Belden Board has ten members and four standing committees: Audit; Compensation; Finance; and Nominating and Corporate Governance. The Board also maintains a Cybersecurity subcommittee that reports to the Audit Committee. The Board had five meetings during 2022. All directors attended 75% or more of the Board meetings and the Board committee meetings, taken together, on which they served. The maximum number of directors authorized under the Company's bylaws is currently eleven.

At its regular meeting in February 2023, the Board determined that each of the non-employee directors seeking reappointment that was then on the board meets the independence requirements of the NYSE listing standards. The Board has also determined that Ms. Lee meets the independence requirement of the NYSE listing standards. As part of this process, the Board determined that each such member had no material relationship with the Company.

At Belden, we believe that responsible stewardship, managing our climate impacts, and driving sustainability through innovation is core to our business strategy. In 2022, we continued to deliver on our commitment to creating shared value for all our stakeholders and executed on our ESG strategy across our strategic priority topics

Our ESG matters are overseen by our Board of Directors through the Nominating and Corporate Governance Committee. Belden’s ESG Steering Committee implements our global ESG strategy under the leadership of our SVP of Human Resources. For more information about our approach to ESG and governance matters, please our Sustainability page at https://www.belden.com/resources/sustainability.

Our primary strategy in reducing our greenhouse gas (GHG) emissions is to identify internal opportunities and implement GHG reduction projects. For 2022, these projects included solar panel installation at our manufacturing plants, replacement of inefficient traditional lighting systems with LED lighting units, and utilization of cogeneration plants across our global sites of operation. We also executed on initiatives for waste diversion from landfill and set up infrastructure for recycling and repurposing of materials. Additionally, we undertook the first steps towards developing a line of eco-friendly products and assembled a cross-functional team to develop a rating system to measure the eco-friendliness of our products.

Building on our commitment to our employees, in 2022 we introduced a universal parental leave policy that covers all our full-time employees throughout our global operations. To ensure Belden welcomes a diverse workforce, we also revised all global job descriptions with inclusive language and essential requirements for diversity considerations. We rolled out unconscious bias training and trained more than 70% of our global employees, which significantly exceeded our target, in addition to holding diversity, equity, and inclusivity (DEI) trainings for our Senior Leadership Team. In 2022, in addition to our Denmark, Germany, and India locations that we recertified as a Great Place to Work®, we also earned accreditations for our Canada, France, Hong Kong, Hungary, Mexico, Singapore, Spain, United Kingdom, and United States locations.

Belden is proud to be incorporating ESG goals into our executive compensation in order to further align leader expectations with our ESG and sustainability objectives. Beginning in 2023, our executive team will have performance objectives linked to short-term variable compensation and will be evaluated on the execution of our ESG strategy and our achievement of certain environmental and diversity and inclusion goals. Additionally, in 2022, we translated our Code of Conduct into fifteen languages and continued to foster our employees’ understanding of our Code through trainings towards our goal of 100% non-production employees receiving training.

In 2022, our CEO pledged to advance DEI initiatives by joining the CEO Action for Diversity and Inclusion initiative to uphold our commitment to inclusivity within Belden and beyond. In August 2022, Belden recommitted to becoming a United Nations Global Compact

(UNGC) signatory; our Communication on Progress (COP) is publicly available on UNGC’s website. We also advanced our climate commitments by becoming signatories of the United Nations Caring for Climate pact.

The Audit Committee operates under a Board-approved written charter and each member meets the independence requirements of the NYSE’s listing standards. The Committee assists the Board in overseeing the Company’s accounting and financial reporting practices by, among other items:

At its February 2023 meeting, the Board determined that each of Mses. Brown and Calderon qualifies as an Audit Committee Financial Expert as defined in the applicable SEC rules. As previously described, each member of the Audit Committee is independent. The Board subsequently determined that Ms. Lee qualified as an Audit Committee Financial Expert.

The Compensation Committee determines, approves and reports to the Board on compensation for the Company’s elected officers and oversees senior management succession planning and human capital management. The Committee reviews the design, funding and competitiveness of the Company’s cash, equity-based and retirement programs. The Committee also assists the Company in developing compensation and benefit strategies to attract, develop and retain qualified employees. The Committee operates under a written charter approved by the Board and is composed only of independent directors.

The Finance Committee provides oversight in the area of corporate finance and makes recommendations to the Board about the financial aspects of the Company. Examples of topics upon which the Finance Committee may provide guidance include capital structure, capital adequacy, credit ratings, capital expenditure planning, dividend policy and share repurchase programs. The Committee is governed by a written charter approved by the Board and is composed only of independent directors.

The Nominating and Corporate Governance Committee identifies, evaluates, and recommends nominees for the Board for each annual meeting (and to fill vacancies during interim periods); and evaluates the composition, organization and governance of the Board and its committees. The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders if such nominations are submitted to the Company prior to the deadline for proposals as noted above under the caption “Nomination of Director Candidates” on page 54.

The Committee’s responsibilities with respect to its governance function include considering matters of corporate governance and reviewing (and recommending to the Board revisions to) the Company’s corporate governance principles and its code of conduct, which applies to all Company employees, officers and directors. The Committee also provides primary oversight for the Company’s ESG strategy. The Committee is governed by a written charter approved by the Board and is composed only of independent directors.

The Cybersecurity subcommittee provides oversight of the Company’s cybersecurity posture. The subcommittee consists of three independent directors and reports up through the Audit Committee. The subcommittee receives regular reports from the Company’s Chief Information Officer and Director of Cybersecurity and meets no less frequently than quarterly. Management provides a report on cybersecurity to the full Board no less frequently than annually. The subcommittee receives regular updates from management regarding the Company’s information security training program as well as the annual third-party assessment of the Company’s cyber-security processes.

Current copies of the Audit, Compensation, Finance and Nominating and Corporate Governance Committee charters, as well as the Company’s governance principles and code of conduct, are available on the Company’s website at http://investor.belden.com/investor-relations/corporate-governance/governance-documents/default.aspx. Printed copies of these materials are also available to stockholders upon request, addressed to the Corporate Secretary, Belden Inc., 1 North Brentwood Boulevard, 15th Floor, Saint Louis, Missouri 63105.

It is our policy to review all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Annually, we obtain information from all directors and executive officers with respect to related party transactions to determine, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in any such transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in our proxy statement. We have determined that there were no material related party transactions during 2022.

None of our executive officers served during 2022 as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of our Board of Directors or Compensation Committee.

The Company’s Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board (David Aldrich, Chairman of the Board and presiding director for non-management director meetings), any Board committee, or any chair of any such committee by U.S. mail, through calling the Company’s hotline or via e-mail.

To communicate with the Board, any individual director or any group or committee of directors, correspondence should be addressed to the Company’s Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent “c/o Corporate Secretary, Belden Inc.” at 1 North Brentwood Boulevard, 15th Floor, Saint Louis, MO 63105. To communicate with any of our directors electronically or through the Company’s hotline, stockholders should go to our corporate website at http://investor.belden.com/investor-relations/corporate-governance/governance-documents/default.aspx. On this page, you will find a section titled “Contact the Belden Board”, on which are listed the Company’s hotline number (with access codes for dialing from outside the U.S.), the Internet address for our web-based hotline portal and an e-mail address that may be used for writing an electronic message to the Board, any individual directors, or any group or committee of directors. Please follow the instructions on our website to send your message.

All communications received as set forth in the preceding paragraph will be opened by (or in the case of the hotline, initially reviewed by) our corporate ombudsman, the Corporate Secretary, for the sole purpose of determining whether the contents represent a message to our directors. The Belden ombudsman will not forward certain items which are unrelated to the duties and responsibilities of the Board, including: junk mail, mass mailings, product inquiries, product complaints, resumes and other forms of job inquiries, opinion surveys and polls, business solicitations, promotions of products or services, patently offensive materials, advertisements, and complaints that contain only unspecified or broad allegations of wrongdoing without appropriate supporting information.

In the case of communications to the Board or any group or committee of directors, the corporate ombudsman’s office will send copies of the contents to each director who is a member of the group or committee to which the envelope or e-mail is addressed.

In addition, it is the Company’s policy that each director attends the annual meeting absent exceptional circumstances. Each director that was then a director, other than Mr. Berglund, attended the Company’s 2022 annual meeting.

Mr. Aldrich, who is independent of management and the Company, provides strong leadership experience, strategic vision, and an understanding of the risks associated with our business. Mr. Chand, President and CEO of the Company, provides strategic planning

expertise, general management experience, and in-depth knowledge of the Company, and acts as an important liaison between management and the Company's non-employee directors.

Our Board assesses on an ongoing basis the risks faced by the Company in executing its strategic plan. These risks include strategic, technological, competitive and operational risks. The Audit Committee oversees the process we use in performing our periodic enterprise risk management analysis (while the Board oversees the content of the analysis, management is responsible for the execution of the process and the development of the content).

The Board’s policy requires that each non-employee director hold Company stock equal in value to five times his or her annual cash retainer (currently $425,000). Upon appointment, a member has five years to meet this requirement, but must meet interim goals during the five-year period of: 20% after one year; 40% after two years; 60% after three years; and 80% after four years. The value of unvested RSUs are included in making this determination at the higher of their grant date value or current market value. As of the record date for the annual meeting, each non-employee director other than Mr. McCray and Ms. Lee meets the full-period holding requirement.

The following table reflects the director annual compensation structure as of December 31, 2022:

The following table provides information on non-employee director compensation for 2022. Ms. Lee did not serve during 2022.

The Company currently has ten directors – Mses. Brink, Brown, Calderon and Lee and Messrs. Aldrich, Balk, Berglund, Chand, Klein, and McCray. The term of each director will expire at this annual meeting and the Board proposes that each of Mses. Brink, Brown, Calderon and Lee and Messrs. Aldrich, Balk, Berglund, Chand, Klein, and McCray be reelected for a new term of one year and until their successors are duly elected and qualified. Each nominee has consented to serve if elected. If any of them becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.

ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023

It is anticipated that Ernst & Young LLP (“EY”) will be selected as our independent registered public accounting firm for the year ending December 31, 2023, and the Board of Directors has directed that management submit the anticipated appointment for ratification by the stockholders at the annual meeting. EY has served as our registered public accounting firm since the 2004 merger of Belden Inc. and Cable Design Technologies Corporation, and prior to that served as Belden 1993 Inc.’s registered public accounting firm since it became a public company in 1993. A representative of the firm will be present at the annual meeting, will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions.

We are not required to obtain stockholder ratification of the appointment of EY as our independent registered public accounting firm. However, we are submitting the appointment to stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain EY. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if they determine that such a change would be in our best interests and the best interests of our stockholders.

The following table presents fees for professional services rendered by EY for the audit of the Company’s annual financial statements and internal control over financial reporting for 2022 and 2021 as well as other permissible tax services.

“Audit fees” primarily represent amounts paid or expected to be paid for audits of the Company’s financial statements and internal control over financial reporting under SOX 404, reviews of SEC Forms 10‑Q, Form 10‑K and the proxy statement, statutory audit requirements at certain non-U.S. locations, and comfort letter procedures related to debt issuances.

“Tax fees” for 2022 and 2021 are for domestic and international compliance totaling $26,141 and $24,327, respectively, and tax planning totaling $82,701 and $39,749, respectively.

In approving such services, the Audit Committee did not rely on the pre-approval waiver provisions of the applicable rules of the SEC.

Audit Fees: For 2022, the Committee reviewed and pre-approved the audit services and estimated fees for the year. Throughout the year, the Committee received project updates and approved or ratified amounts that significantly exceeded the original estimates, if any.

Audit-Related and Non-Audit Services and Fees: Annually, and otherwise as necessary, the Committee reviews and pre-approves all audit-related and non-audit services and the estimated fees for such services. For recurring services, such as tax compliance and statutory filings, the Committee reviews and pre-approves the services and estimated total fees for such matters by category and location of service.

For non-recurring services, such as special tax projects, due diligence, or other tax services, the Committee reviews and pre-approves the services and estimated fees by individual project. Up to an approved threshold amount, the Committee has delegated approval authority to the Committee Chair.

For both recurring and non-recurring services, the projected fees are updated quarterly and the Committee considers and, if appropriate, approves any amounts exceeding the original estimates.

Should an engagement need pre-approval before the next Committee meeting, the Committee has delegated to the Committee Chair authority to grant such approval up to an approved spending threshold. Thereafter, the entire Committee will review such approval at its next quarterly meeting.

The Audit Committee assists the Board in overseeing various matters, including: (i) the integrity of the Company’s financial statements; (ii) all material aspects of the Company’s financial reporting, internal accounting control and audit functions; (iii) the qualifications and independence of the independent auditors; and (iv) the performance of the Company’s internal audit function and independent auditors.

The Audit Committee’s oversight includes reviewing with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures. Management has the responsibility for the implementation of these activities and is responsible for the Company’s internal controls, financial reporting process, compliance with laws and regulations and the preparation and presentation of the Company’s financial statements.

Ernst & Young LLP (“EY”), the Company’s registered public accounting firm for 2022, is responsible for performing an independent audit of the consolidated financial statements and an audit of the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (U.S.) (“PCAOB”) and issuing reports with respect to these matters, including expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles.

In connection with the Company’s December 31, 2022 financial statements, the Committee: (i) has reviewed and discussed the audited financial statements with management (including management’s assessment of the effectiveness of the Company’s internal control over financial reporting and EY’s audit of the Company’s internal control over financial reporting for 2022); (ii) has discussed with EY the matters required to be discussed by the applicable requirements of the PCAOB and SEC; and (iii) has received and discussed with EY the written disclosures and letter from EY required by the PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with EY its independence from the Company.

As part of such discussions, the Committee has considered whether the provision of services provided by EY, not related to the audit of the consolidated financial statements and internal control over financial reporting referred to above or to the reviews of the interim consolidated financial statements included in the Company’s quarterly reports on Form 10‑Q, is compatible with maintaining EY’s independence. (Above is a report on audit fees, tax fees, and other fees the Company paid EY for services performed in 2022 and 2021.) The Committee has concluded that EY’s provision of non-audit services to the Company and its subsidiaries is compatible with its independence.

Based on these reviews and discussions, the Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K, is available on the same website as this Proxy Statement. If you were mailed this Proxy Statement, the Annual Report was included in the package. The Form 10-K includes the Company’s audited financial statements and notes10‑K for ~~the year ended December 31, 2015, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~2022.

Note: Throughout this section, the Company utilizes adjusted results and other non-GAAP measures to describe Company performance. For a reconciliation of each non-GAAP measure to its most closely comparable GAAP measure, please see the Form 8‑K filed with the SEC by the Company on February 8, 2023.

The Committee would like to thank Belden’s stockholders for another year of loyal support in 2022. For the eleventh consecutive year, our Say-on-Pay proposal was supported by over 94% of the voted shares. This level of support is commensurate with what we believe to be a stockholder-friendly compensation design. Our shareholder engagement efforts allow us to better understand the individual points of view of our top holders. We believe that all of our stockholders benefit from this continuous dialogue.

2022 was a significant year for Belden in many ways. The Company made material progress on the execution of important strategic measures designed to make the Company stronger well into the future, including the successful divestiture of the Company’s Tripwire cybersecurity business. The Company also made significant progress on its organic growth strategies and continuing evolution to a complete solutions provider while successfully managing continuing inflationary pressures and unpredictable supply chain challenges. As a result of these items and the actions expected to be taken in 2023, the Company is well-positioned for success in the future and well-positioned to continue to make investments in its future, both organic and inorganic, while keeping leverage low.

As the Compensation Committee, it is our duty to ensure that the Belden compensation program is appropriately designed to reward excellent performance, but it is also our duty to hold management accountable for suboptimal performance. We believe the program is functioning properly in this regard. The Company performed exceptionally well in 2022, as demonstrated by the achievement of a Company record full year adjusted earnings per share of $6.42. However, even in the face of excellent overall performance, the Company did not achieve all of its stated goals in 2022. As a result of the Company’s decision to increase inventory levels in order to mitigate supply chain concerns of its customers, the Company did not meet its established working capital turn targets for 2022. The compensation program held management accountable to the originally stated goals even in the face of excellent overall financial performance. As a result of the Company’s strong overall performance, annual cash incentive payouts are higher than target amounts, but less than the maximum possible payout amounts. Performance stock units granted to executives and other senior managers in 2020 will convert into shares of Belden common stock for the second consecutive year.

In June of 2022, the Compensation Committee created the Stretch Achievement Share Award program to incentivize management to publicly establish and reach an adjusted earnings-per-share goal of $8.00 or more by 2025, more than a 67% increase over the Company’s $4.78 adjusted earnings per share in 2021. Pursuant to the terms of the Stretch Achievement Share Award program, if the Company exceeds certain adjusted earnings per share targets, recipients of performance stock units in February of 2022 will receive additional shares of Belden common stock equal to a conversion factor between 0.5 and 1.0 multiplied by the number of shares of Company common stock received by the recipient upon conversion, if any, of the 2022 PSUs. We believe that this special incentive opportunity will drive performance levels not reached in the 120-year history of Belden and we hope that you will agree that its cost will pale in comparison to the value such performance will create for stockholders.

Discipline on our executive compensation is what our stockholders expect and deserve. We believe that after reviewing the materials that follow, you will continue to agree that we are performing our duty of aligning pay with performance and aligning the interests of our executives with those of our stockholders. Therefore, we request your support for Belden’s 2023 Say-on-Pay proposal. If at any time you would like to discuss the compensation program, we are available to address your questions. Thank you for your consideration.

In this section, we discuss our compensation program as it pertains to the individual who acted as our chief executive officer during 2022, our chief financial officer during 2022, and our three other most highly compensated executive officers who were serving at the end of 2022. We refer to these five persons throughout as the “named executive officers” or our “NEOs”.

As noted by our Compensation Committee above, 2022 was an outstanding year in a number of ways. The business as a whole experienced exceptional performance to expectations during 2022, including record earnings per share. Some of the financial highlights of the consolidated business, included the following (see the Company’s Form 8-K filed on February 8, 2023 for a reconciliation of GAAP financial measures to non-GAAP measures):

The Company’s 2022 overall financial results and the individual performance of our NEOs are discussed under Annual Cash Incentive Plan Awards beginning on page 22.

Our compensation program design takes into account several stockholder friendly features, including:

		~~718-921-8124 (outside the U.S. and Canada)~~

~~Stock ownership~~		~~Contact your broker, bank or other nominee~~
~~(Beneficial Owners)~~

~~Voting~~		~~Belden Corporate Secretary, 314-854-8035~~


~~Belden Inc. 2016 Proxy Statement~~		~~Page 1~~

•

~~CORPORATE GOVERNANCE~~

The Belden Board has ten members and four standing committees: Audit, Compensation, Finance and Nominating and Corporate Governance. The Board had five meetings during 2015; one of which was telephonic. All directors attended 75% or more of the Board meetings and the Board committee meetings on which they served. The maximum number of directors authorized under the Company’s bylaws is currently ten. Mr. Kalnasy will not stand for reappointment to the Board and will retire from the Board in May 2016. The Board and the Company thank Mr. Kalnasy for his distinguished service to Belden over the last three decades.

Name of Director
Audit Compensation Finance Nominating and
Corporate
Governance
David Aldrich⁽¹⁾
Chair
Lance C. Balk⁽²⁾
Member Chair
Steven W. Berglund
Member
Judy L. Brown
Member Member
Bryan C. Cressey⁽³⁾
Member Member
Glenn Kalnasy
Member
Jonathan Klein⁽⁴⁾
Member
George Minnich
Chair
John M. Monter
Member Chair
John Stroup

Meetings held in 2015
11 4 5 4

~~(1)~~

~~Mr. Aldrich became the chair of the Compensation Committee in August 2015.~~

~~(2)~~

~~Mr. Balk rotated from the Nominating & Corporate Governance Committee to the Compensation Committee in November 2015.~~

~~(3)~~

~~Mr. Cressey serves as the chair of the Board.~~

~~(4)~~

~~Mr. Klein was appointed to the Board and the Nominating and Corporate Governance Committee in August 2015.~~


~~Page 2~~		~~Belden Inc. 2016 Proxy Statement~~

At its regular meeting in February 2016, the Board determined that each of the non-employee directors seeking reappointment meets the independence requirements of the NYSE listing standards. As part of this process, the Board determined that each such member had no material relationship with the Company.

~~Biographies of Directors Seeking Reappointment~~


~~Director Since:~~~~2007~~ ~~Board Committees:~~ ~~• Compensation~~ ~~(Chair)~~				~~David J. Aldrich, 59~~
				~~Principal Occupation, Professional Experience and Educational Background:~~ The Board recruited Mr. Aldrich based on his experience in high technology signal transmission applications and for his experience as a current Chief Executive Officer of a public company. From April 2000 to May 2014, he served as President, Chief Executive Officer, and Director of Skyworks Solutions, Inc. (“Skyworks”). In May 2014, Mr. Aldrich was named Chairman of the Board and Chief Executive Officer of Skyworks. Skyworks is an innovator of high performance analog and mixed signal semiconductors enabling mobile connectivity. ~~Mr. Aldrich received a B.A. degree in political science from Providence College and an M.B.A. degree from the University of Rhode Island.~~

~~Director Since:~~~~2000~~ ~~Board Committees:~~ ~~• Compensation~~ ~~• Finance (Chair)~~				~~Lance C. Balk, 58~~
				~~Principal Occupation, Professional Experience and Educational Background:~~ In September, 2010, Mr. Balk was appointed as General Counsel of Six Flags Entertainment Corporation. Previously, Mr. Balk served as Senior Vice President and General Counsel of Siemens Healthcare Diagnostics from November 2007 to January 2010. From May 2006 to November 2007, he served in those positions with Dade Behring, a leading supplier of products, systems and services for clinical diagnostics, which was acquired by Siemens Healthcare Diagnostics in November 2007. Previously, he had been a partner of Kirkland & Ellis LLP since 1989, specializing in securities law and mergers and acquisitions. The Board originally recruited Mr. Balk based on his expertise in advising multinational public and private companies on complex mergers and acquisitions and corporate finance transactions. He provides insight to the Board regarding business strategy, business acquisitions and capital structure. ~~Mr. Balk received a B.A. degree from Northwestern University and a J.D. degree and an M.B.A. degree from the University of Chicago.~~


~~Belden Inc. 2016 Proxy Statement~~		~~Page 3~~


~~Director Since:~~~~2013~~ ~~Board Committees:~~ ~~• Compensation~~				~~Steven W. Berglund, 64~~
				~~Principal Occupation, Professional Experience and Educational Background:~~ Mr. Berglund’s experience as president and chief executive officer of Trimble Navigation Limited, a technology based firm providing positioning and location solutions, since March 1999 make him highly qualified to serve on the Company’s Board. Prior to joining Trimble, Mr. Berglund was President of Spectra Precision, a group within Spectra Physics AB. Mr. Berglund’s business experience includes a variety of senior leadership positions with Spectra Physics, and manufacturing and planning roles at Varian Associates. He began his career as a process engineer at Eastman Kodak. Mr. Berglund attended the University of Oslo and the University of Minnesota where he received a B.S. in chemical engineering. He received his M.B.A. from the University of Rochester and is the current chair of the board of directors of the Silicon Valley Leadership Group and a member of the construction sector board of the Association of Equipment Manufacturers.

~~Director Since:~~~~2008~~ ~~Board Committees:~~ ~~• Audit~~ ~~• Finance~~				~~Judy L. Brown, 47~~
				~~Principal Occupation, Professional Experience and Educational Background:~~ In recruiting Ms. Brown, the Board sought a member with international experience in finance and accounting to help the Company pursue its strategic global focus. As an employee of Ernst & Young for more than nine years in the U.S. and Germany, she provided audit and advisory services to U.S. and European multinational public and private companies. She served in various financial and accounting roles for six years in the U.S. and Italy with Whirlpool Corporation, a leading manufacturer and marketer of appliances. In 2004, she was appointed Vice President and Controller of Perrigo Company, a leading global healthcare supplier and the world’s largest manufacturer and marketer of over-the-counter pharmaceutical products sold under store brand labels. Since 2006, she has served as Executive Vice President and Chief Financial Officer of Perrigo. She received a B.S. degree in Accounting from the University of Illinois; an M.B.A. from the University of Chicago; and attended the Aresty Institute of Executive Education of the Wharton School of the University of Pennsylvania. Ms. Brown also is a Certified Public Accountant.


~~Page 4~~		~~Belden Inc. 2016 Proxy Statement~~


~~Director Since:~~~~1985~~ ~~Chairman~~ ~~Board Committees:~~ ~~• Finance~~ ~~• Nominating and~~ ~~Corporate~~ ~~Governance~~				~~Bryan C. Cressey, 66~~
				~~Principal Occupation, Professional Experience and Educational Background:~~ For the past twenty-nine years, Mr. Cressey has been a General Partner and Principal of Golder, Thoma and Cressey, Thoma Cressey Bravo, and Cressey & Company, all private equity firms, the last of which he founded in 2007. The firms have specialized in healthcare, software and business services. He is also a director of Select Medical Holdings Corporation, a healthcare services company, and several privately held companies. He was a director of Jazz Pharmaceuticals, a specialty pharmaceutical company until 2012. Mr. Cressey’s years of senior-level experience with public and private companies in diverse industries, his legal and business education and experience, and his regular interaction with the equity markets make him highly qualified to serve on the Company’s Board. ~~Mr. Cressey received a B.A. degree from the University of Washington and a J.D. degree and an M.B.A. degree from Harvard University.~~

~~Director Since:~~~~2015~~ ~~Board Committees:~~ ~~• Nominating and~~ ~~Corporate~~ ~~Governance~~				~~Jonathan C. Klein, 58~~
				~~Principal Occupation, Professional Experience and Educational Background:~~ The Board recruited Mr. Klein for his extensive experience within the broadcast industry, more specifically his experience with programming, production, and over-the-top distribution models. Since 2012, Mr. Klein has served as the CEO and Co-Founder of TAPP Media, an over-the-top subscription video platform which operates paid channels build around personalities. From 2004 to 2010, he served as President of CNN leading the U.S. network to its highest ratings and profitability. Previously he had been the Founder and CEO of the FeedRoom, a pioneering online video aggregation site, developing new online advertising concepts which have become industry standards today. From 1996 to 1998 he served as Executive Vice President of CBS News, overseeing prime time programming and strategic planning for in-house studio productions. ~~Mr. Klein attended Brown University where he received a B.A. in history.~~


~~Belden Inc. 2016 Proxy Statement~~		~~Page 5~~


~~Director Since:~~~~2010~~ ~~Board Committees:~~ ~~• Audit (Chair)~~				~~George E. Minnich, 66~~
				~~Principal Occupation, Professional Experience and Educational Background:~~ Mr. Minnich served as Senior Vice President and Chief Financial Officer of ITT Corporation from 2005 to 2007. Prior to that, he served for twelve years in several senior finance positions at United Technologies Corporation, including Vice President and Chief Financial Officer of Otis Elevator and of Carrier Corporation. He also held various positions within Price Waterhouse from 1971 to 1993, serving as an Audit Partner from 1984 to 1993. Mr. Minnich served on the Board of Trustees of Albright College from 2008 to 2014, is a member of the Board and Audit Committee of Kaman Corporation, an aerospace and industrial distribution company, and a Board member and Audit Committee Chair of AGCO Corporation, a maker of a broad range of tractors, combines, sprayers, forage and tillage equipment, implements and hay tools. His extensive financial and accounting experience gained over 35 years plus his experience on other public company boards was important to the Board in connection with his initial election. His senior level operational background provides the Board with additional insights into multinational industrial companies. ~~Mr. Minnich received a B.S. degree in Accounting from Albright College.~~

~~Director Since:~~~~2004~~ ~~Board Committees:~~ ~~• Audit~~ ~~• Nominating and~~ ~~Corporate~~ ~~Governance (Chair)~~				~~John M. Monter, 68~~
				~~Principal Occupation, Professional Experience and Educational Background:~~ Mr. Monter served as a director of Belden 1993 Inc. beginning in 2000 and was appointed to the Company’s Board at the time of the merger of Belden 1993 Inc. and Cable Design Technologies Corporation in 2004. During his career, Mr. Monter has served in the general management position for three companies, two manufacturers and a construction services company. Previous to his general management experience, Mr. Monter worked in several marketing and sales positions, including holding worldwide responsibilities in both marketing and sales for a multinational manufacturing company. His broad general management and sales and marketing experience at the policy-making level particularly qualifies him to serve on the Company’s Board. From 1993 to 1996, he was President of the Bussmann Division of Cooper Industries, Inc. Bussmann is a multi-national manufacturer of electrical and electronic fuses, with ten manufacturing facilities in four countries and sales offices in most major industrial markets around the world. From 1996 through 2004, he was President and Chief Executive Officer of Brand Services, Inc. (“Brand”) and also a member of the board of directors of its parent companies, Brand DLJ Holdings (1996-2002) and Brand Holdings, LLC (2002-2006). He was named Chairman of Brand DLJ Holdings in 2001 and Chairman of Brand Holdings, LLC in 2002. From January 1, 2005 through April 30, 2006, he served as Vice Chairman of Brand Holdings, LLC. Brand is a supplier of scaffolding and specialty industrial services. In 2008, he was elected a director on the board of Environmental Logistics Services, a privately held company that is owned by Centre Partners. Environmental Logistics Services operates a landfill operation in northeast Ohio. ~~Mr. Monter received a B.S. degree in journalism from Kent State University and an M.B.A. degree from the University of Chicago.~~


~~Page 6~~		~~Belden Inc. 2016 Proxy Statement~~

~~Director Since:~~~~2005~~

~~President and Chief Executive~~
~~Officer of Belden Inc.~~

~~John S. Stroup, 49~~

~~Principal Occupation, Professional Experience and Educational Background:~~

Mr. Stroup was appointed President, Chief Executive Officer and member of the Board effective October 31, 2005. His experience in strategic planning and general management of business units of other public companies, coupled with his in-depth knowledge of the Company, makes him an integral member of the Board and a highly qualified intermediary between management and the Company’s non-employee directors.

From 2000 to the date of his appointment with the Company, he was employed by Danaher Corporation, a manufacturer of professional instrumentation, industrial technologies, and tools and components. At Danaher, he initially served as Vice President, Business Development. He was promoted to President of a division of Danaher’s Motion Group and later to Group Executive of the Motion Group. Earlier, he was Vice President of Marketing and General Manager with Scientific Technologies Inc.

Mr. Stroup received a B.S. degree in mechanical engineering from Northwestern University and an M.B.A. degree from the University of California at Berkeley. Mr. Stroup is a director of RBS Global, Inc. RBS Global manufactures power transmission components, drives, conveying equipment and other related products under the Rexnord name.


~~Belden Inc. 2016 Proxy Statement~~		~~Page 7~~

~~Audit Committee~~

meeting with its financial management and independent registered public accounting firm (Ernst & Young) to review the financial statements, quarterly earnings releases and financial data of the Company;

~~reviewing and selecting the independent registered public accounting firm who will audit the Company’s financial statements;~~

~~reviewing the selection of the internal auditors who provide internal audit services;~~

reviewing the scope, procedures and results of the Company’s financial audits, internal audit procedures, and internal controls assessments and procedures under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”);

~~providing oversight responsibility for the process the Company uses in performing its periodic enterprise risk analysis; and~~

~~evaluating the Company’s key financial and accounting personnel.~~

At its February 25, 2016 meeting, the Board determined that each of Ms. Brown and Mr. Minnich qualifies as an Audit Committee Financial Expert as defined in the rules pursuant to SOX. As previously described, each member of the Audit Committee is independent.

~~Compensation Committee~~

The Compensation Committee of Belden determines, approves and reports to the Board on compensation for the Company’s elected officers. The Committee reviews the design, funding and competitiveness of the Company’s retirement programs. The Committee also assists the Company in developing compensation and benefit strategies to attract, develop and retain qualified employees. The Committee operates under a written charter approved by the Board.

~~Finance Committee~~

The Finance Committee provides oversight in the area of corporate finance and makes recommendations to the Board about the financial aspects of the Company. Examples of topics upon which the Finance Committee may provide guidance include capital structure, capital adequacy, credit ratings, capital expenditure planning and dividend policy and share repurchase programs. The Committee is governed by a written charter approved by the Board.

~~Nominating and Corporate Governance Committee~~

The Nominating and Corporate Governance Committee identifies, evaluates, and recommends nominees for the Board for each annual meeting (and to fill vacancies during interim periods); evaluates the composition, organization and governance of the Board and its committees; oversees senior management succession planning; and develops and recommends corporate governance principles and policies applicable to the Company. The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders if such nominations are submitted to the Company prior to the deadline for proposals as noted above under the caption “~~Nomination of Director Candidates”~~ ~~on page 58.~~

The Committee’s responsibilities with respect to its governance function include considering matters of corporate governance and reviewing (and recommending to the Board revisions to) the Company’s corporate governance guidelines and its code of conduct, which applies to all Company employees, officers and directors. The Committee is governed by a written charter approved by the Board.


~~Page 8~~		~~Belden Inc. 2016 Proxy Statement~~

~~Corporate Governance Documents~~

Current copies of the Audit, Compensation, Finance and Nominating and Corporate Governance Committee charters, as well as the Company’s governance principles and code of conduct, are available on the Company’s website at~~http://investor.belden.com/investor-relations/corporate-governance/governance-documents/default.aspx. Printed copies of these materials are also available to stockholders upon request, addressed to the Corporate Secretary, Belden Inc., 1 North Brentwood Boulevard, 15~~^th ~~Floor, Saint Louis, Missouri 63105.~~

~~Related Party Transactions and Compensation Committee Interlocks~~

It is our policy to review all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Annually, we obtain information from all directors and executive officers with respect to related person transactions to determine, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in any such transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in our proxy statement. We have determined that there were no material related party transactions during 2015.

None of our executive officers served during 2015 as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of our Board of Directors or Compensation Committee.

~~Communications with Directors~~

The Company’s Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board (including Bryan Cressey, Chairman of the Board and presiding director for non-management director meetings), any Board committee, or any chair of any such committee by U.S. mail, through calling the Company’s hotline or via e-mail.

To communicate with the Board, any individual director or any group or committee of directors, correspondence should be addressed to the Company’s Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent “c/o Corporate Secretary, Belden Inc.” at 1 North Brentwood Boulevard, 15^th ~~Floor, Saint Louis, MO 63105. To communicate with any of our directors electronically or through the Company’s hotline, stockholders should go to our corporate website athttp://investor.belden.com/investor-relations/corporate-governance/governance-documents/default.aspx~~. On this page, you will find a section titled “Contact the Belden Board”, on which are listed the Company’s hotline number (with access codes for dialing from outside the U.S.) and an e-mail address that may be used for writing an electronic message to the Board, any individual directors, or any group or committee of directors. Please follow the instructions on our website to send your message.

All communications received as set forth in the preceding paragraph will be opened by (or in the case of the hotline, initially reviewed by) our corporate ombudsman for the sole purpose of determining whether the contents represent a message to our directors. The Belden ombudsman will not forward certain items which are unrelated to the duties and responsibilities of the Board, including: junk mail, mass mailings, product inquiries, product complaints, resumes and other forms of job inquiries, opinion surveys and polls, business solicitations, promotions of products or services, patently offensive materials, advertisements, and complaints that contain only unspecified or broad allegations of wrongdoing without appropriate information support.

~~In addition, it is the Company’s policy that each director attends the annual meeting absent exceptional circumstances. Each director attended the Company’s 2015 annual meeting.~~


~~Belden Inc. 2016 Proxy Statement~~		~~Page 9~~

~~Board Leadership Structure and Role in Risk Oversight~~

For some time, the Company has separated the Chief Executive Officer and Board Chairman positions. We believe this separation of roles is most appropriate for the Company and stockholders. Mr. Cressey, who is independent of management and the Company, provides strong leadership experience, strategic vision and an understanding of the risks associated with our business. Mr. Stroup, as CEO, provides strategic planning, general management experience, and in-depth knowledge of the Company, and, as a member of the Board, acts as an important liaison between management and the Company’s non-employee directors.

Our Board assesses on an ongoing basis the risks faced by the Company in executing its strategic plan. These risks include strategic, technological, competitive and operational risks. The Audit Committee oversees the process we use in performing our annual enterprise risk management (“ERM”) analysis (while the Board oversees the content of the analysis, management is responsible for the execution of the process and the development of the content).

~~Director Stock Ownership Policy~~

The Board’s policy requires that each non-employee director hold Company stock equal in value to five times his or her annual cash retainer (currently 5 times $73,000). Upon appointment, a member has five years to meet this requirement, but must meet interim goals during the five-year period of: 20% after one year; 40% after two years; 60% after three years; and 80% after four years. The value of unvested RSUs are included in making this determination at the higher of their grant date value or current market value. Each non-employee director meets either the full-period or interim-period holding requirement: Ms. Brown and Messrs. Aldrich, Balk, Cressey, Kalnasy, Minnich and Monter each meet 100% of the stock holding requirement. Mr. Berglund, who was appointed in December 2013, meets the two-year interim requirement. Mr. Klein, who was appointed in August, 2015, is not yet subject to the minimum holdings requirement.

~~DIRECTOR COMPENSATION~~

~~The following table reflects the director annual compensation structure as of December 31, 2015 and as of May 1, 2016 per changes approved by the Board at its February 2016 meeting:~~

Description As of December 31, 2015 ($) As of May 1, 2016 ($) Recipient(s)
Cash Components
Basic Retainer 73,000 75,000 All except Stroup
Audit Committee Chair 12,000 12,500 Minnich
Other Committee Chair 6,250 6,500 Aldrich, Balk and Monter
Audit Committee Service 6,250 6,500 Brown, Minnich and Monter
Multiple Committee Service 6,250 6,500 Balk, Brown, Cressey and
Monter
Non-Executive Chair 40,000 41,750 Cressey
Equity Components
Restricted Stock Unit Grant 135,000 139,000 All except Stroup
Additional Grant for Non-Executive Chair 40,000 41,750 Cressey


~~Page 10~~		~~Belden Inc. 2016 Proxy Statement~~

~~The following table provides information on non-employee director compensation for 2015.~~

  Director   Fees Earned or
Paid in Cash⁽¹⁾
($)
  Stock Awards⁽²⁾
($)

Option
  Awards
($)

All Other
  Compensation⁽³⁾
  ($)
      Total
($)
  David Aldrich
74,937    134,988    -    362    210,287
  Lance C. Balk
84,667    134,988    -    12,876    232,531
  Steven W. Berglund
72,334    134,988    -    695    208,017
  Judy L. Brown
84,667    134,988    -    362    220,017
  Bryan C. Cressey
118,117    175,003    -    470    293,590
  Glenn Kalnasy
75,896    134,988    -    362    211,246
  Jonathan Klein
30,417    132,400    -    -    162,817
  George Minnich
90,334    134,988    -    362    225,684
  John M. Monter
90,834    134,988    -    362    226,184

~~(1)~~

~~Amount of cash retainer and committee fees.~~

~~(2)~~

As required by the instructions for completing this column “Stock Awards,” amounts shown are the grant date fair value of stock awards granted during 2015. 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 director other than Mr. Cressey and Mr. Klein received 1,599 RSUs on May 29, 2015 that vest in one year. On the same date, Mr. Cressey received 2,073 RSUs that vest in one year. On August 24, 2015, Mr. Klein received 2,500 RSUs that vest in equal installments over the first three anniversaries of the grant.

~~(3)~~

~~Amount of interest earned on deferred director fees and dividends paid on vested stock awards.~~

~~ITEM I – ELECTION OF NINE DIRECTORS~~

The Company currently has ten directors – Ms. Brown and Messrs. Aldrich, Balk, Berglund, Cressey, Kalnasy, Klein, Minnich, Monter and Stroup. The term of each director will expire at this annual meeting and the Board proposes that each of Ms. Brown and Messrs. Aldrich, Balk, Berglund, Cressey, Klein, Minnich, Monter and Stroup be reelected for a new term of one year and until their successors are duly elected and qualified. Mr. Kalnasy is retiring from the Board and is not seeking re-appointment. Each nominee has consented to serve if elected. If any of them becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.

~~THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE NOMINATED SLATE OF DIRECTORS.~~


~~Belden Inc. 2016 Proxy Statement~~		~~Page 11~~

~~PUBLIC ACCOUNTING FIRM INFORMATION~~

~~ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016~~

It is anticipated that Ernst & Young LLP (“EY”) will be selected as our independent registered public accounting firm for the year ending December 31, 2016, and the Board of Directors has directed that management submit the anticipated appointment for ratification by the stockholders at the annual meeting. EY has served as our registered public accounting firm since the 2004 merger of Belden Inc. and Cable Design Technologies Corporation, and prior to that served as Belden 1993 Inc.’s registered public accounting firm since it became a public company in 1993. A representative of the firm will be present at the annual meeting, will have an opportunity to make a statement, if they desire, and will be available to respond to appropriate questions.

~~Fees to Independent Registered Public Accountants for 2015 and 2014~~

The following table presents fees for professional services rendered by EY for the audit of the Company’s annual financial statements and internal control over financial reporting for 2015 and 2014 as well as other permissible audit-related and tax services.

   2015 2014
Audit Fees
$ 2,727,995    $ 3,117,076
Audit-Related Fees
0    543,295
Tax Fees
536,464    789,319
All Other Fees
0    0
Total EY fees
$ 3,264,459    $ 4,449,690

“Audit fees” primarily represent amounts paid or expected to be paid for audits of the Company’s financial statements and internal control over financial reporting under SOX 404, reviews of SEC Forms 10-Q, Form 10-K and the proxy statement, statutory audit requirements at certain non-U.S. locations, and comfort letter procedures related to debt issuances.

~~“Audit-related fees” are primarily related to due diligence services on completed and potential acquisitions.~~

~~“Tax fees” for 2015 and 2014 are for domestic and international compliance totaling $186,377 and $258,507, respectively, and tax planning totaling $350,087 and $530,812, respectively.~~

~~In approving such services, the Audit Committee did not rely on the pre-approval waiver provisions of the applicable rules of the SEC.~~

~~Audit Committee’s Pre-Approval Policies and Procedures~~

~~Audit Fees:~~For 2015, the Committee reviewed and pre-approved the audit services and estimated fees for the year. Throughout the year, the Committee received project updates and approved or ratified amounts that significantly exceeded the original estimates, if any.


~~Page 12~~		~~Belden Inc. 2016 Proxy Statement~~

~~Audit-Related and Non-Audit Services and Fees:~~Annually, and otherwise as necessary, the Committee reviews and pre-approves all audit-related and non-audit services and the estimated fees for such services. For recurring services, such as tax compliance and statutory filings, the Committee reviews and pre-approves the services and estimated total fees for such matters by category and location of service.

~~For both recurring and non-recurring services, the projected fees are updated quarterly and the Committee considers and, if appropriate, approves any amounts exceeding the original estimates.~~

~~Report of the Audit Committee~~

The Audit Committee assists the Board in overseeing various matters, including: (i) the integrity of the Company’s financial statements; (ii) all material aspects of the Company’s financial reporting, internal accounting control, and audit functions; (iii) the qualifications and independence of the independent auditors; and (iv) the performance of the Company’s internal audit function and independent auditors.

The Audit Committee’s oversight includes reviewing with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate, and control such exposures. Management has the responsibility for the implementation of these activities and is responsible for the Company’s internal controls, financial reporting process, compliance with laws and regulations, and the preparation and presentation of the Company’s financial statements.

Ernst & Young LLP (“EY”), the Company’s registered public accounting firm for 2015, is responsible for performing an independent audit of the consolidated financial statements and an audit of the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (U.S.) (“PCAOB”) and issuing reports with respect to these matters, including expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles.

In connection with the Company’s December 31, 2015 financial statements, the Committee: (i) has reviewed and discussed the audited financial statements with management (including management’s assessment of the effectiveness of the Company’s internal control over financial reporting and EY’s audit of the Company’s internal control over financial reporting for 2015); (ii) has discussed with EY the matters required to be discussed under PCAOB Auditing Standard No. 16,~~Communications with Audit Committees~~~~; and (iii) has received and discussed with EY the written disclosures and letter from EY required by the PCAOB Ethics and Independence Rule 3526,~~~~Communication with Audit Committees Concerning Independence~~~~, and has discussed with EY its independence from the Company.~~

As part of such discussions, the Committee has considered whether the provision of services provided by EY, not related to the audit of the consolidated financial statements and internal control over financial reporting referred to above or to the reviews of the interim consolidated financial statements included in the Company’s quarterly reports on Form 10-Q, is compatible with maintaining EY’s independence. (Above is a report on audit fees, audit-related fees, tax fees, and other fees the Company paid EY for services performed in 2015 and 2014.) The Committee has concluded that EY’s provision of non-audit services to the Company and its subsidiaries is compatible with its independence.


~~Belden Inc. 2016 Proxy Statement~~		~~Page 13~~

~~Based on these reviews and discussions, the Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for 2015.~~

~~Audit Committee~~

~~George E. Minnich (Chair)~~

~~Judy L. Brown~~

~~John M. Monter~~

~~THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR 2016.~~


~~Page 14~~		~~Belden Inc. 2016 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

~~Compensation Discussion and Analysis~~

~~A NOTEFROMTHE~~ B~~ELDEN~~ C~~OMPENSATION~~ C~~OMMITTEE~~

~~Valued Belden Stockholders:~~

The Committee would like to thank Belden’s stockholders for another year of loyal support in 2015. For the fourth consecutive year, our Say-on-Pay proposal was supported by over 97% of the voted shares. This illustrates to us that: (1) the stockholders understand and support the Company’s strategy, (2) the stockholders agree that the compensation structure is well aligned with strategy and (3) the stockholders believe in the management team and there is an open line of communication between management and stockholders. Continuous engagement with the investment community is a top priority for Belden management and our consistent Say-on-Pay support signals to us that management is executing well on this priority.

That being said, 2015 was a challenging year for U.S. multinational management teams. For Belden in particular, in a year that began with the successful completion of the strategically significant Tripwire acquisition, the focus was quickly redirected. The simultaneous strengthening of the U.S. dollar and decline in oil prices impacted demand environment within several end markets. Additionally, softness with advertising spend, a source of revenue to our broadcast customers led to a temporary pause in capital spending within the industry. Overall, the diverse portfolio and the ability of the management team to quickly recognize and react to these challenges allowed Belden navigate these challenges well. The effectiveness of the Belden business system is reflected in the record EBITDA margins and strong share capture in a year which many peers reacted too late.

We acknowledge, however, the impact that the market disruptions had on equity prices in 2015. Challenging market conditions are the true test of a compensation program’s design. We believe that the Belden program is performing appropriately in these circumstances. The shorter term cash incentive plan allowed us to reward accomplishments against pre-determined objectives in areas that reflect the underlying health of the business. On the other hand, the longer term incentives provided to our executives will only result in realizable compensation if our stockholders likewise benefit from significant stock price appreciation. It is noteworthy that of the compensation shown in the Summary Compensation Table below, 68.9% of the compensation disclosed for our CEO and 56.3% for the NEOs as a whole is composed of equity grants without any current value. However, the three-year measurement period for the performance stock units and the ten-year life of the stock appreciation rights will properly incentivize the team to drive the performance needed to maximize stockholder value. On that basis and the remainder of the materials that follow, we believe that you will continue to agree that we are doing our job of aligning pay with performance.

Therefore, we request your support for Belden’s 2016 Say-on-Pay proposal and the other compensation related proposals contained in this document. If at any time you would like to discuss the compensation program, we are available to address your questions. Thank you for your consideration.

~~The Belden Inc. Compensation Committee~~


D~~AVID~~ A~~LDRICH, CHAIR~~		L~~ANCE~~ B~~ALK~~		S~~TEVE~~ B~~ERGLUND~~		G~~LENN~~ K~~ALNASY~~

~~I. Introduction~~

In this section, we discuss our compensation program as it pertains to our chief executive officer, our chief financial officer, and our three other most highly compensated executive officers who were serving at the end of 2015. We refer to these five persons throughout as the “named executive officers” or our “NEOs”.


~~Belden Inc. 2016 Proxy Statement~~		~~Page 15~~

~~For 2015, our named executive officers were:~~


~~John Stroup~~		~~President and Chief Executive Officer~~
~~Henk Derksen~~		~~Senior Vice President, Finance, and Chief Financial Officer~~
~~Glenn Pennycook~~		~~Executive Vice President, Enterprise Solutions~~
~~Ross Rosenberg~~		~~Senior Vice President, Strategy and Corporate Development~~
~~Roel Vestjens~~		~~Executive Vice President, Broadcast Solutions~~

~~II. Executive Summary~~

As noted by our Compensation Committee above, 2015 was marked by steady performance despite a mixed macroeconomic environment. We began the year by successfully completing the acquisition of Tripwire, a cybersecurity asset that we will be able to leverage across all of our served markets as demand for security in connected applications continues to increase. As we made our way through the first half of 2015, it became clear that lower oil prices and a stronger US dollar would impact the demand from several end markets within the Broadcast and Industrial platforms. Despite these impediments, the business as a whole performed well, with strong performance in our enterprise solutions, broadband connectivity and network security businesses. Productivity improvement programs during the year will allow Belden to continue to protect, and in some platforms expand, its margin profile. Some financial highlights of the consolidated business included the following (see the Company’s Form 8-K filed on February 9, 2016 for a reconciliation of GAAP financial measures to non-GAAP measures):

~~Record adjusted revenues of $2.36 billion, an increase of 7.4% over 2014 on a constant currency basis.~~

~~Adjusted gross profit margins of 41.6%, an increase of 460 basis points over 2014.~~

~~Record adjusted earnings per share of $4.98, an increase of 17.7% over 2014.~~

~~The Company’s 2015 overall financial results and the individual performance of our NEOs are discussed under~~~~Annual Cash Incentive Plan Awards~~ ~~beginning on page 21.~~

~~Some of the compensation-related highlights since our last proxy statement include:~~

~~The Company employed a full year period for the establishment of performance targets under our annual cash incentive program (“ACIP”) versus the two six-month periods employed in recent years.~~

~~A significant revision to the performance~~Performance stock unit awards granted under the long term incentive plan (“LTIP”)~~, including:~~ with the following features:

•

Performance measurement period ~~extended from one year to~~of three years.

~~Number of~~

•

Two factor performance ~~metrics increased from one to two.~~metrics.

•

Use of a relative measure (total stockholder return relative to the S&P 1500 Industrials Index).

•

No ~~longer provide~~provision for any accrued dividend equivalents.

~~These new features enhanced a~~

•

Rigorous goals for the realization of target ACIP and LTIP compensation ~~program, which already had the following stockholder-friendly components:~~set against objective measures.

•

Perquisite-light compensation structure with no change-in-control-related excise tax ~~gross-ups in~~gross-ups.

•

Replacement of employment ~~agreements entered into after January 1, 2010.~~contracts with a uniform executive severance plan.

•

Double trigger change-in-control provisions for severance ~~in employment agreements~~ and for accelerated vesting in equity ~~awards granted in and after 2014.~~awards.

•

No history of option repricing or cash buyouts of underwater options.


~~Page 16~~		~~Belden Inc. 2016 Proxy Statement~~

•

Equity plans do not have evergreen share authorizations and do not allow for aggressive share recycling.

•

Robust director and officer ownership guidelines, including six times annual base salary for the Chief Executive Officer.

•

No guaranteed ACIP or LTIP awards for officers. Both plans also contain award caps. The Chief Executive Officer’s maximum ACIP payout is capped at 200% of target.

~~III. 2015 Say-on-Pay Review~~

For the fourth consecutive year, our executive compensation program was endorsed by a vast majority of our stockholders. With 93.98% of our shares voting on the issue, we received 99.04% in favor of the proposal, with only 0.93% opposing and 0.01% abstaining. We believe this is a reflection of the transparency of our program, which is clearly aligned with the interests of our stockholders. Based on this strong endorsement, we only made minor improvements to the existing program.

~~IV. Compensation Objectives and Elements~~

~~A. Objectives~~

Belden’s executive compensation program is designed to support the interests of stockholders by rewarding executives for achievement of the Company’s specific business objectives, which for the NEOs in 2015 included net income from continuing operations, EBITDA, share capture, operating working capital turns and inventory turns. The overarching principles of the program are:

III. 2022 Say-on-Pay Review

For the eleventh consecutive year, our executive compensation program was endorsed by a vast majority of our stockholders. With over 94% of our shares voting on the issue, we received 98.02% of voted shares in favor of the proposal, with only 1.93% opposing and 0.05% abstaining. We believe this is a reflection of the transparency of our program, which is clearly aligned with the interests of our stockholders. Based on this strong endorsement, and the view of our Compensation Committee that the program is performing properly, we did not make any changes to the basic structure of the program. However, in order to incentive management to achieve the publicly


Page 18	2023 Proxy Statement

communicated stretch goal of achieving $8.00 earnings per share during or prior to 2025, the Compensation Committee granted Stretch Achievement Share Awards that may be achieved if the Company achieves a least $7.50 in earnings per share during or before 2025. As a result of this modification, each performance stock unit granted in 2022 has the potential to convert into four Belden shares if all measurement criteria are maximized.

IV. Compensation Objectives and Elements

A. Objectives

Belden’s executive compensation program is designed to support the interests of stockholders by rewarding executives for achievement of the Company’s specific business objectives, which for the NEOs in 2022 included net income from continuing operations, EBITDA, revenue, operating working capital turns and inventory turns. The overarching principles of the program are:

•

Maximizing stockholder value by allocating a significant percentage of compensation to performance-based pay that is dependent upon achievement of the Company’s performance goals, without encouraging excessive or unnecessary risk ~~taking.~~taking;

•

Aligning executives’ interests with stockholder interests by providing significant stock-based compensation and expecting executives to ~~hold~~have a long-term perspective by holding the stock they earn in compliance with our ownership ~~guidelines.~~guidelines;

•

Attracting and retaining talented executives by providing competitive compensation ~~opportunities.~~opportunities; and

•

Rewarding overall corporate results while recognizing individual ~~contributions.~~contributions and behaviors consistent with our values.

2023 Proxy Statement

Page 19


~~Belden Inc. 2016 Proxy Statement~~		~~Page 17~~

B. Elements

Below is an illustration of Belden’s compensation program. Individual compensation packages and the mix of base salary, annual cash incentive opportunity and long-term equity incentive compensation for each NEO vary depending upon the executive’s level of responsibilities, potential, performance and tenure with the Company. Each of the elements shown below is designed for a specific purpose, with the overall goal of achieving a high and sustainable level of Company and individual performance. The percentage of total compensation that is performance-based and therefore at risk generally increases as an officer’s level of responsibilities increases.

Performance Stock Units (“PSUs”)

Annual Cash Compensation

Long-Term Incentive Compensation

Stock Appreciation Rights (“SARs”)

Annual Cash Incentive Plan (“ACIP”) Opportunity

Base Salary

Restricted Stock Units (“RSUs”)

▪	Objective: Rewards achievement of the Company’s performance targets and individual performance; zeros out if performance is below certain thresholds

▪	Based on target ACIP amount, which is a percentage of base salary ~~annual cash~~

▪	If earned, paid annually following the computation and release of year-end financial results

▪	Objective: Rewards for the Company’s stock price appreciation

▪	Represents 25% of target long-term incentive opportunity

▪	Vests equally over three years and ~~long-term equity incentive compensation for each NEO varies depending upon~~has 10-year term

▪

Has no value when market price is below the executive’s level of responsibilities, potential, performance and tenure with the Company. Each of the elements shown below is designed for a specific purpose, with the overall goal of achieving a high and sustainable level of Company and individual performance. The percentage of total compensation that is performance-based and therefore at risk generally increases as an officer’s level of responsibilities increases. Approximately 85% of Mr. Stroup’s 2015 summary compensation table compensation was performance-based compensation, compared to 79% in 2014 and 83% for 2013. The chart below is not to scale for any particular named executive officer.grant date price

~~Additionally, the Company provides competitive retirement and benefit programs to our NEOs on the same basis as other employees and limited perquisites as described under~~~~Compensation Policies and Other Considerations~~.

~~C. Pay for Performance Philosophy~~

Our ability to execute on our strategic plan relies on implementation of our talent management program. We continually seek to hire and retain high performing and high potential managers to both drive performance today and build a dependable bench of successors for the future. This philosophy includes both compensating these managers well when we achieve our performance goals as well as placing large portions of management compensation at risk so we do not pay for underperformance.

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 aligns the interests of our managers closely with those of our investors, which is the main objective.

~~Page 18~~

~~Belden Inc. 2016 Proxy Statement~~

▪

~~D. Compensation Design~~

~~Role of Compensation Consultant~~

~~Following an analysis~~Objective: Compensates individuals based on ~~rules promulgated by~~job type and level within the NYSE, the Compensation Committee has retained Deloitte Consulting LLP (“Deloitte Consulting”) as its independent compensation consultant. Deloitte reports directly to the Committee. The Committee generally relies on Deloitte to provide it with comparison group benchmarking data and information as to market practices and trends, and to provide advice on key Committee decisions.Company

~~In 2015, Deloitte Consulting provided advice to the Compensation Committee and management~~▪

Eligible for merit-based increases in connection with ~~the composition of peer companies we use for benchmarking purposes, the design of our~~ annual ~~cash incentive~~performance review

▪

Objective: Supports retention 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 Consulting 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 companies in the comparator group described below and to broader market survey data. The Committee also considers other available market survey data on executive compensation philosophy, strategy and design. The Company’s compensation philosophy is to target base salaries at the 50th percentile of the competitive market. 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 and Glass-Lewis independently develop and publish peer groups that they use 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, based 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, the 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.


~~Belden Inc. 2016 Proxy Statement~~		~~Page 19~~

~~V. 2015 Compensation Analysis~~

~~A. Base Salary Adjustments~~

Salaries of executive officers are reviewed annually and at the time of a promotion or other change in responsibilities. Increases in salary are based on a review of the individual’s performance, the competitive market, the individual’s experience and internal equity. For executives who earn a composite individual performance score of 3 or more, base salaries may be adjusted using a merit salary increase matrix, discussed below. An executive who scores less than 3 and fails to improve his or her performance may be subject to disciplinary action, including dismissal.

The executive is scored on our merit salary increase matrix that is annually reviewed and, if appropriate, revised to reflect the competitive market based on the salary survey data noted above. The Committee reviews the merit budget and salary increase matrix. The executive’s salary is classified based on three categories: below market, market and above market. Company-wide, the ranking system is designed to take the form of a normal distribution, as follows:

~~1 – Least Effective – At least 5% of workforce~~

~~2 – Needs Improvement – At least 10% of workforce~~

~~3 – Effective-Consistently Meets Expectations – 50% to 70% of workforce~~

~~4 – Highly Valued – Combined with ‘5’, no more than 15% of workforce~~

~~5 – Exceptional – No more than 5% of workforce~~

~~2015 Merit Increase Guidelines for 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~~
~~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 X Financial Factor X Personal Performance Factor~~

In 2012, based on the fact that Mr. Stroup’s personal performance factor (“PPF”) had consistently been equal to or greater than 1.0, the Compensation Committee removed the component from the calculation of Mr. Stroup’s ACIP award. The Committee desired to avoid any perception that the PPF was simply serving as a second multiplier to Mr. Stroup’s award. Given his direct reporting relationship to the Board, the Committee is comfortable that Mr. Stroup is accountable without the need of the additional lever to adjust his ACIP award downward or upward.

~~Target Percentages~~

~~For 2015, each NEO’s ACIP Target Percentages were as follows: Mr. Stroup – 130%, Mr. Derksen – 75% and Messrs. Pennycook, Rosenberg and Vestjens – 70%.~~


~~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 relativeCompany’s total stockholder return and free cash ~~flow. In order to ensure that we are rewarding~~flow objectives; at risk if 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~~below certain thresholds

▪	Represents 50% of target long-term incentive opportunity

▪	2022 PSUs may or may not ~~promote appropriate management performance. Management~~result in the delivery of Belden shares in 2025 based on Company performance from 2022-2024, and 2022-2025 in the ~~Board~~case of Stretch Achievement Share Awards

▪	Potential to be enhanced if Company achieves $7.50 or more of EPS by 2025

▪	Objective: Supports retention and aligning stockholder and executive incentives

▪	Represents 25% of target long-term incentive opportunity

▪	Cliff vest three years after grant date

Additionally, the Company provides competitive retirement and benefit programs to our NEOs on the same basis as other employees and limited perquisites as described under Compensation Policies and Other Considerations.

C. Pay for Performance Philosophy

•

We believe that ~~income from continuing operations~~providing the highest reward to those who deliver the highest levels of performance creates an environment where everyone is motivated to continually improve and ~~EBITDA are~~strive for their best;

•

We set objective performance measures and hold ourselves accountable for delivery of the ~~financial metrics most clearly aligned with~~results and our own performance;

•

We believe that performance is both what you do and how you do it, so we measure specific delivery of results and how effectively we have lived our values in the ~~enhancement~~current calendar year;

•

We use our annual performance and compensation review process to assess performance in the year and allocate greater reward to those who deliver the highest performance relative to other members of ~~stockholder value. Therefore, they are weighted heavily in our consolidated~~a particular team; and ~~platform targets. Additionally, share capture continues~~

•

We provide honest and timely feedback to each other on performance and opportunities to continuously improve, so that everyone has the opportunity 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 availablevery best 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.what they do.

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.


~~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 on~~Appendix I~~.

Page 20

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). 2023 Proxy Statement

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~~

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 2022. 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 2022, Meridian provided advice to the Compensation Committee and management in connection with the composition of peer companies we use for benchmarking purposes and the design of our annual cash incentive and long-term incentive programs.

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 2022 were as follows:



A.O. Smith Corporation	CommScope Holding Company, Inc.	IDEX Corporation	Roper Technologies, Inc.
Acuity Brands, Inc.	Curtiss-Wright Corporation	Itron Inc.	Viavi Solutions, Inc.
Amphenol Corporation	Hexcel Corporation	Regal Rexnord Corporation	Zurn Water Solutions
Carlisle Companies Incorporated	Hubbell Incorporated	Rogers Corp.
~~Named Executive Officer~~		~~Financial Factor~~

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 2023, 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. 2022 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

2023 Proxy Statement

Page 21

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.

2022 Merit Increase Guidelines for Named Executive Officers

~~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

Current

Salary as a ~~separate Personal Performance Factor (“PPF”). 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.~~

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.~~
Current Salary		Midpoint	0.50–0.90	0.91–1.10	1.11–1.50

Above Market		Above 105%	0%	0%-3%	2%-6%
Market		95%-105%	0%	0%-4%	4%-9%
Below Market		Below 95%	0%	3%-6%	6%-11%

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’ salaries as of December 31, 2022 are provided in the following table.


~~Page 24~~		~~Belden Inc. 2016 Proxy Statement~~

~~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:~~

Name	Annual Base Salary at December 31, 2022

Mr. Vestjens	$	1,000,000
Mr. Parks	$	543,900
Mr. Anderson	$	488,400
Mr. Chand	$	531,463
Mr. Mehrotra	$	420,000

B. Annual Cash Incentive Plan Awards

Executive officers participate in our annual cash incentive plan. Overall, we had 1,672 employees participate in the plan’s 2022 performance offering. Under the plan, participants earn cash awards based on the achievement of Company and individual performance goals. For 2022, the amount paid under the plan to all participants was approximately $34.996 million or approximately 7.14% of adjusted net income before ACIP expense. This compares to approximately 10.9%, 9.2%, 3.9%, and 3.4%, in 2021, 2020, 2019, and 2018, respectively, as shown below:

(Dollar amounts in thousands)	2022			2021			2020			2019			2018

Adjusted Net Income from Continuing Operations	$	317,393		$	216,942		$	123,536		$	209,974		$	289,645
Tax effected ACIP Expense (assuming 30% rate) (a)	$	24,497		$	26,427		$	12,538		$	8,562		$	10,128
Adjusted Net Income Before ACIP Expense (b)	$	341,792		$	243,369		$	136,074		$	218,536		$	299,773
Reflected as a percentage (a divided by b)		7.17	%		10.86	%		9.21	%		3.92	%		3.38	%
Form 8-K in which adjusted net income is reconciled to GAAP net income	February 8, 2023			February 9, 2022			February 10, 2021			February 4, 2020			February 20, 2019

A participant’s award (other than Mr. Vestjens) is computed using the following formula:


Page 22	2023 Proxy Statement

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 2022, each NEO’s ACIP Target Percentages were as follows: Mr. Vestjens–130%, Mr. Chand–75%, Messrs. Anderson and Parks – 70%, Mr. Mehrotra–70% increasing to 75% upon his appointment as Executive Vice President, Broadband & 5G on September 1, 2022.

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 2022, 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.

Officers with company-wide responsibilities (Messrs. Vestjens, Parks and Anderson) were measured using consolidated performance. Mr. Chand, as Executive Vice President of Industrial Automation Solutions, was compensated based on the performance of the Industrial Automation segment. Mr. Mehrotra, who had company-wide responsibilities during his tenure as Senior Vice President, Sales and Marketing and now has specific responsibilities related to the Company’s Broadband & 5G business as the Executive Vice President of

2023 Proxy Statement

Page 23

Broadband & 5G, was compensated on a mixture of consolidated and Broadband & 5G performance based on portion of the year he spent in each position. 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. Vestjens, Parks, and Anderson

Factor		Weight

Consolidated EBITDA		25%
Consolidated Revenue		25%
Consolidated Working Capital Turns		25%
Consolidated Net Income from Continuing Operations		25%

Mr. Chand

Factor	Weight

Industrial Automation Solutions EBITDA		50%
Industrial Automation Solutions Revenue		25%
Industrial Automation Solutions Inventory Turns		25%

Mr. Mehrotra

Factor	Weight

Consolidated EBITDA		16.67%
Consolidated Revenue		16.67%
Consolidated Working Capital Turns		16.67%
Consolidated Net Income from Continuing Operations		16.67%
Broadband and 5G EBITDA		16.67%
Broadband & 5G Revenues		8.33%
Broadband & 5G Operating Working Capital Turns		8.33%

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. 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 Financial Factors are capped at 2.0 and because, as described below, he does not have a Personal Performance Factor, the CEO’s ACIP payout cannot mathematically be higher than 200% of his or her target payout.


Page 24	2023 Proxy Statement

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 2022 Financial Factors for the NEOs are as follows:

Named Executive Officer	Financial Factor

Mr. Vestjens		1.50
Mr. Parks		1.50
Mr. Anderson		1.50
Mr. Chand		1.63
Mr. Mehrotra		1.26

Personal Performance Factor

In addition to the Financial Factor, the ACIP payout for each named executive officer, other than Mr. 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 the CEO’s personal performance and, thus, the CEO does not have a separate PPF. The other NEO’s objectives are agreed upon between the NEO and the CEO. 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. The CEO 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. Parks, 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 Mehrotra had objectives that connected them to the corporate priorities of stockholder value enhancement, sales growth, and customer satisfaction with an increased emphasis on environmental, social and governance concerns. As Executive Vice Presidents of Belden’s Industrial Automation Solutions and Broadband & 5G businesses, respectively, the objectives of Mr. Chand and Mr. Mehrotra were supportive of goals of the businesses they manage. Their objectives related to the areas of growth, both organic and inorganic, talent management with an emphasis on diversity, equity and inclusion and operational excellence through the continued institution of Lean enterprise principles. In 2023, all officers and their direct reports will have metrics in their personal performance factors related to the Company’s ESG objectives.

The 2022 Personal Performance Factors for the NEOs, other than Mr. Vestjens, as approved by the Committee ranged from 1.13 to 1.35.

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 2023.

	2022 ACIP Award

NEO	($)
Mr. Vestjens		1,950,000
Mr. Parks		685,314
Mr. Anderson		615,384
Mr. Chand		877,113
Mr. Mehrotra		425,953

2023 Proxy Statement

Page 25

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 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 2022, executive officers 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.

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 2022, 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			~~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~~

70% – 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.~~

100% – 190%

An officer did not receive an equity award in 2022 if his or her 2021 Personal Performance Factor was less than 0.85. In 2022, Mr. Vestjens had an LTI Target of 400% of his base salary, Messrs. Chand and Parks each had a Target LTI percentage of 160% of their respective base salaries, Mr. Anderson had a Target LTI Percentage of 120% of his base salary, and Mr. Mehrotra had an LTI Target Percentage of 100% of his base salary.

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”).

As previously discussed, the NEOs 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.

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 2022 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 sum of the results 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 2022 will be measured on the performance period from February 22, 2022 (the grant date) to December 31, 2024, in the case of the TSR-based PSUs, and January 1, 2022 to December 31, 2024, in the case of the free cash flow-based PSUs.

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. 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.


Page 26	2023 Proxy Statement

To incentivize management to achieve the publicly stated stretch goal of achieving $8.00 or more of earnings-per-share prior to the end of 2025, the Compensation Committee awarded Stretch Achievement Share Awards to the recipients of PSU awards in 2022. If the Company’s earnings-per-share exceeds the stated threshold of $7.50, the Stretch Achievement Share Awards will result in 2022 PSU recipients receiving an additional number of shares calculated by multiplying the number of shares resulting from the participants 2022 PSU grant multiplied by a conversion factor between 0.5 and 1.0 based on the Company’s earnings-per-share (EPS) achievement, as measured based on audited full-year financial results. For example, if a recipient was granted 100 PSUs in 2022 and the 2022 PSUs convert to Belden shares at a conversion ratio of 1.0 and Belden achieves $8.00 of earnings-per-share, the recipient would receive 200 Belden shares (1.00 x 100 + (1.00 x 100)). Shares awarded in connection with the Stretch Achievement Share Awards, if any, will be distributed in the first quarter of 2026, unless the Company achieves $8.00 of earnings-per-share prior to 2025, in which case Stretch Achievement Share Awards will be distributed in the first quarter of 2025.

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.

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 2022 meeting, the Compensation Committee approved equity award grants in the form of 159,230 SARs, 99,600 PSUs and 66,392 RSUs to 155 employees. In June, 2022, the Stretch Achievement Share Awards were granted to the recipients of February 2022 PSU grants.

2022 Equity Awards to NEOs

NEO	SARs⁽¹⁾		PSUs		RSUs

Mr. Vestjens		39,793		33,184		16,592
Mr. Parks		8,657		7,220		3,610
Mr. Anderson		5,830		4,862		2,431
Mr. Chand		11,572		9,650		4,825
Mr. Mehrotra⁽²⁾		4,417		3,683		4,342

(1)	The Committee granted the listed SARs to the NEOs at the closing price of Belden stock on February 22, 2022 ($53.79), the grant date ~~stock price as~~of the ~~input~~awards.

(2)

In addition to RSUs awarded in the ~~Black-Scholes formula, we use a one-year average price~~ordinary course in February of the stock (the “Average 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:

~~SARs = 50% of the LTI Award divided by the Black-Scholes value of a Belden SAR, rounded to the nearest unit.~~

~~PSUs = 50% of the LTI Award divided by the Average Belden Stock Price, rounded to the nearest unit.~~

~~Half of the PSUs~~2022, Mr. Mehrotra was granted 2,500 RSUs upon his appointment as Executive Vice President, Broadband & 5G 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.August 2022.

~~Conversion will be effected based on the following threshold, target and maximum levels:~~

2020‑2022 PSU Grant

The Company utilizes a three-year performance measurement period for its PSUs. The three-year performance measurement period for PSUs granted in 2020 ended on December 31, 2022. At its February 2023 meeting, the Compensation Committee certified a conversion ratio of 2.00 for the free cash flow PSUs granted in 2020, and a conversion ratio of 2.00 for the relative TSR PSUs granted in 2020, resulting in an aggregate performance factor of 2.00 and each NEO receiving 2.00 shares of Belden stock for each PSU in connection with this grant. The threshold, target, maximum and actual performance are shown below:

~~Factor~~

Factor

Threshold

Target

Maximum

Actual

Relative TSR

25^th

Percentile

50^th

Percentile

75^th

Percentile

79^th Percentile

Consolidated Free Cash Flow

208,000,000

346,000,000

484,000,000

536,000,000

2023 Proxy Statement	Page 27		~~Threshold~~		~~Target~~		~~Maximum~~
~~Relative TSR~~		25^th ~~Percentile~~		50^th ~~Percentile~~		75^th ~~Percentile~~
~~Consolidated Free Cash Flow~~		~~$672 million~~		~~$840 million~~		~~$1,008 million~~

Free cash flow is defined as net cash provided by operating activities, adjusted for certain acquisition and divestiture related costs and capital expenditures, plus the proceeds from the disposal of tangible assets. The threshold, target and maximum levels for free cash flow were reset in 2020 in response to COVID-19.

Shares Awarded upon Conversion of 2020 PSUs
NEO	PSUs		Shares
Mr. Vestjens		7,857		15,714
Mr. Parks		—		—
Mr. Anderson		4,622		9,244
Mr. Chand		6,748		13,496
Mr. Mehrotra		—		—

From time to time, the Compensation Committee has granted a special long-term incentive award comprised of 50% time-vested RSUs and 50% performance-based PSUs (the “Supplemental Incentive Plan”) to certain executive officers. Awards under the Supplemental Incentive Program consist of 50% time-vested RSUs and 50% performance-based PSUs. In each case, 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 selectively granted this type of special stock award and generally confines equity grants to the regular compensation program for its executives.

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 the CEO). 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 acquisition price. As of March 28, 2023 (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 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.


~~Belden Inc. 2016 Proxy Statement~~		~~Page 25~~

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.~~
Page 28	2023 Proxy Statement

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 is revisiting its clawback policies following the issuance of final rules by the SEC implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).

Insider Trading; Hedging and Pledging of Company Stock

Company policy requires executive officers and directors to consult the Company’s legal department prior to engaging in transactions involving Belden stock. In order to protect the Company from exposure under insider trading 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. 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

Each of 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 practice to not provide tax gross-ups for any perquisites provided to executive officers other than in extraordinary circumstances.

2023 Proxy Statement

Page 29

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.

~~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 the~~Summary 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.

		Compensation Committee
~~Page 26~~		~~Belden Inc. 2016 Proxy Statement~~

~~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

Lance Balk (Chair)

~~Belden Inc. 2016 Proxy Statement~~		~~Page 27~~

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 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. 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 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~~

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 versus Performance

									Average
									summary		Average		Value of Initial fixed $100
									compensation		compensation		investment based on:
	Summary		Summary						table total		actually paid				Peer
	Compensation		Compensation						to non-PEO		to non-PEO				group
	table total		table total		Compensation		Compensation		named		named		Total		total					Adjusted
	for		for		actually paid		actually paid		executive		executive		shareholder		shareholder		Net			Earnings
	PEO (Vestjens)		PEO (Stroup)		to NEO (Vestjens)		to NEO (Stroup)		officers		officers		return		return		Income			Per Share
Year	($)		($)		($)		($)		($)		($)		($)		($)		($)			($)
(a)	(b)		(b)		(c)		(c)		(d)		(e)		(f)		(g)		(h)			(i)

2022		6,936,527		—		15,432,523				2,101,935		3,822,182		132		128		254,822,000			6.41
2021		6,831,323				11,850,022				2,870,217		3,781,899		121		136		64,317,000			4.75
2020		2,648,191		8,385,634		1,531,547		3,901,946		1,985,910		1,188,948		77		112		(55,058,000	)		2.75

(1)

Mr. Vestjens was our principal executive officer (PEO) for the full year in each of 2022 and 2021. For 2020, Mr. Vestjens and Mr. John Stroup each served as PEO for a portion of the year. In 2022, our non-PEO named executive officers were Messrs. Parks, Anderson, Chand, and Mehrotra. In 2021, our non-PEO named executive officers were Messrs. Parks, Anderson, Chand, Mehrotra, and Mr. Henk Derksen. In 2020, our non-PEO named executive officers were Messrs. Derksen, Anderson, Chand, and Mr. Dean McKenna.

(2)

For each of 2022, 2021, and 2020 (each, a “Covered Year”), in determining both the compensation “actually paid” to our PEO(s) and the average compensation actually paid to our non-PEO named executive officers for purposes of this Pay Versus Performance table (“PVP Table”), we deducted from or added back to the total amounts of compensation reported in column (b) or (d), as applicable, for such Covered Year, the following amounts:


Page 30	2023 Proxy Statement

Item and Value Added (Deducted)	2022	2021	2020
For Mr. Vestjens
- change in actuarial present value of pension benefits	$0	$0	$0
+ service cost of pension benefits	$0	$0	$0
+ prior service cost of pension benefits	$0	$0	$0
- SCT “Stock Awards” column value	$3,026,712	$3,077,646	$1,133,356
- SCT “Option Awards” column value	$874,650	$895,635	$197,989
+ Covered year-end fair value of outstanding equity awards granted in Covered Year	$11,481,543	$7,506,516	$968,550
+/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years	$943,557	$930,622	$(663,721)
+ vesting date fair value of equity awards granted and vested in Covered Year	$0	$0	$0
+/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year	$(35,512)	$546,513	($95,009)
- prior year-end fair value of prior-year equity awards forfeited in Covered Year	$0	$0	$0
+ includable dividends/earnings paid or accrued on equity awards during Covered Year	$7,770	$8,329	$4,881
For Mr. Stroup
- change in actuarial present value of pension benefits	- -	- -	$448,473
+ service cost of pension benefits	-	-	$178,758
+ prior service cost of pension benefits	-	-	$0
- SCT “Stock Awards” column value	- -	- -	$6,835,918
- SCT “Option Awards” column value	-	-	$0
+ Covered year-end fair value of outstanding equity awards granted in Covered Year	-	-	$4,312,695
+/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years	- -	- -	$(1,384,045)
+ vesting date fair value of equity awards granted and vested in Covered Year	-	-	$0
+/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year	-	-	$(322,304)
- prior year-end fair value of prior-year equity awards forfeited in Covered Year	-	-	$0
+ includable dividends/earnings paid or accrued on equity awards during Covered Year	-	-	$15,599
For Non-PEO Named Executive Officers (Average):
- change in actuarial present value of pension benefits	$0	$6,839	$78,767
+ service cost of pension benefits	$10,348	$18,682	$22,350
+ prior service cost of pension benefits	$0	$0	$0
- SCT “Stock Awards” column value	$624,214	$1,314,184	$826,883
- SCT “Option Awards” column value	$167,466	$138,351	$153,156
+ year-end fair value (from prior year-end to Covered year-end) of equity awards granted in Covered Year	$2,243,314	$2,135,122	$693,974
+/- change in fair value of outstanding equity awards granted in prior years	$311,697	$396,261	$(441,802)
+ vesting date fair value of equity awards granted and vested in Covered Year	$0	$0	$0
+/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year	$(57,911)	$38,593	$(17,327)
- prior year-end fair value of prior-year equity awards forfeited in Covered Year	$0	$221,889	$0
+ includable dividends/earnings paid or accrued on equity awards during Covered Year	$4,479	$4,286	$4,649

(3)

For each Covered Year, our total shareholder return¹ was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on NYSEon December 31, 2019 through and including the last day of the fiscal year covered (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period ($71.90 per share and $

¹	Note to Draft: Must use essentially the same methodology used to calculate company and peer group TSR for purposes of the Regulation S-K Item 201(e) performance graph required to be included in annual reports (the “Performance Graph”).

2023 Proxy Statement

Page 31

55.79 per share, respectively), divided by (b) our closing share price at the beginning of the Measurement Period ($55.79 per share). Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

(4)

For the purposes of this Pay Versus Performance disclosure, our peer group is the S&P Composite 1500 Industrials Index (the “Peer Group”). For each covered year, our Peer Group cumulative shareholder return was calculated based on a deemed fixed investment of $100 through the measurement period.

(5)

The Company selected measure is Adjusted Earnings Per Share, as presented in the Company’s 2023 Annual Report on Form 10-K, filed on February 24, 2023.

The following charts provide, across the covered years, a comparison between our cumulative total shareholder return and cumulative shareholder return of the Peer Group, and (2) illustrations of the relationships between (A) the executive compensation actually paid to the PEO and the average of the executive compensation paid to our non-PEO named executive officers (in each case as set forth in the PVP table above, and (B) each of the performance measures set forth in columns (f), (h), and (i) of the PVP Table above.


Page 32	2023 Proxy Statement

2023 Proxy Statement

Page 33

The following table lists the six performance measures that we believe represent the most important financial performance measures that we use to link compensation actually paid to our named executive officers in 2022 to our performance:

Performance Measure

2022 Consolidated Net Income	$	285,400,000
2022 Consolidated EBITDA	$	443,600,000
2022 Consolidated Revenue	$	2,606,000,000
Relative Total Shareholder Return (S&P Industrial 1500 Index) (2020-2022)	79%
Consolidated Free Cash Flow (2020-2022)	$	536,000,000
2022 Adjusted Earnings Per Share	$	6.41


Page 34	2023 Proxy Statement

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. The Company’s principal executive officer during 2022 was Roel Vestjens, President and Chief Executive Officer.

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 December 1, 2021 through November 30, 2022.

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. Compensation elements that were included in the annual total compensation for the median employee include: cash compensation received in 2022, matching payments related to Company retirement plans, and any other compensation received in 2022. Belden’s median employee was located in a jurisdiction other than the United States. As a result, his or her compensation was converted to US dollars based on the average exchange rate between the local currency and USD in 2022.

The median total annual compensation of Belden associates, excluding Mr. Vestjens, in 2022 was $39,532.45. As disclosed herein, Mr. Vestjens’ total reported 2022 compensation was $6,936,527. Accordingly, Mr. Vestjens reported 2022 compensation was approximately 175.46 times that of the median of the total annual compensation of all employees other than Mr. Vestjens.

Pay for Performance

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. 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 realized when performance is at a level satisfactory to the investor community.

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;

•

Pension Benefits;

•

Nonqualified Deferred Compensation; and

•

Potential Payments Upon Termination or Change-in-Control.

2023 Proxy Statement

Page 35

SUMMARY COMPENSATION TABLE

							Change
							in Pension
						Non-	Value and
						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)

Roel Vestjens	2022	946,875	—	3,026,712	874,650	1,950,000	—	138,290	6,936,527
President and	2021	778,125	—	3,077,646	895,635	1,996,313	—	83,604	6,831,323
Chief Executive Officer	2020	424,594	—	1,133,356	197,989	858,000	—	34,252	2,648,191

Jeremy Parks	2022	530,425	—	668,247	190,281	685,314	—	182,143	2,256,410
Senior Vice	2021	459,375	271,259	1,197,960	200,624	735,735	—	119,343	2,984,296
President, Finance,
and Chief Financial Officer
Brian Anderson	2022	476,300	—	443,463	128,143	615,384	—	49,574	1,712,864
Senior Vice President, Legal	2021	440,000	—	510,708	148,629	720,720	34,195	40,062	1,894,314
General Counsel and Corporate Secretary	2020	305,008	50,000	713,275	116,471	258,342	124,468	27,815	1,595,379
Ashish Chand	2022	523,942	—	880,177	254,353	877,113	—	396,868	2,932,453
Executive Vice President,	2021	494,285	—	3,723,987	240,138	865,219	—	280,777	5,604,406
Industrial Automation	2020	395,738	—	784,956	170,042	287,930	—	802,029	2,440,695
Anshu Mehrotra	2022	415,000	—	504,967	97,086	425,954	—	63,004	1,506,011
Executive Vice President,	2021	385,608	400,000	1,138,266	102,362	655,200	—	20,076	2,701,512
Broadband & 5G

(1)	Salaries are amounts actually received.

(2)	Reflects cash bonuses paid to Messrs. Parks and Mehrotra upon hiring and Mr. Anderson upon the successful divestiture of the Company’s Live Media Business.

(3)

Reflects the aggregate grant date fair value with respect to awards of stock for each named officer computed in accordance with FASB ASC Topic 718. See Grants of Plan-Based Awards Table for 2022 stock awards to the named officers. The assumptions used in calculating these amounts are described in Note 21: 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, 2022.


Page 36	2023 Proxy Statement

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 at 140% 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 for each NEO (in dollars), including those associated with restating the performance thresholds associated 2020 PSUs, are as follows:

	Mr. Vestjens		Mr. Parks		Mr. Anderson		Mr. Chand		Mr. Mehrotra

2022		9,496,763		2,085,676		1,391,430		2,761,684		1,223,050
2021		5,249,799		1,684,526		871,155		5,999,239		1,386,500
2020		1,839,291		—		1,139,927		1,306,644		—

(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 21: 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, 2022 The amounts shown above include the maximum grant date fair value for the PSUs issued in 2022.

(5)	Represents amounts earned under the Company’s annual cash incentive plan as approved by the Compensation Committee at its February 2022 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 2022 consist of the following:

					Life
			Company’s		Insurance
			Contributions		and Long
			In Its Defined		Term		Tax		Restricted				LTI
			Contribution		Disability		Preparation		Stock				Cash		Housing
	Total		Plan		Benefits		Costs		Dividends		Airfare		Bonus		Allowance

Roel Vestjens		138,290		118,718		4,863		7,500		7,209		—		—		—
Jeremy Parks		182,143		43,252		2,733		—		748		67,526		—		67,884
Brian Anderson		49,574		40,141		4,327		4,800		306		—		—		—
Ashish Chand		396,868		52,728		5,418		—		1,159		—		87,563		250,000
Anshu Mehrotra		63,004		34,434		5,052		—		1,209		3,184		—		19,125

Mr. Parks maintains his primary residence in Buffalo, New York. He receives reimbursement of airfare related to travel to and from St. Louis, Missouri, where he spends a significant amount of time, and a housing allowance to secure living arrangements in the St. Louis area.

Mr. Chand received a housing rental allowance of $250,000 in 2021 and 2022 that remains in place in 2023. Mr. Chand, prior to his appointment to Belden’s senior leadership team, elected to receive a portion of his 2020 Long Term Incentive Plan compensation in the form of a cash bonus that vests based on the performance of the business over the 2020-2022 time period. His LTI Cash election in 2020 resulted in the receipt of an $87,563 payment in 2022.

Mr. Mehrotra maintains his primary residence in Chicago, Illinois. He receives reimbursement of airfare related to travel to and from Syracuse, NY, where he spends a significant amount of time, and a housing allowance to secure a corporate apartment in the Syracuse area.

2023 Proxy Statement

Page 37

GRANTS OF PLAN-BASED AWARDS

All

Other

Stock

Awards:

All Other

Grant

Number

Option

Exercise

Date Fair

Awards:

or Base

Value of

Estimated Future Payouts Under

Estimated Future Payouts

Number of

Price of

Stock

Non-Equity Incentive Plan

Under Equity Incentive Plan

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)

Roel Vestjens

ACIP

650,000

1,300,000

2,600,000

2/22/2022

RSU

16,592

892,484

2/22/2022

PSU

12,444

33,184

132,736

2,134,229

2/22/2022

SAR

39,793

53.79

874,650

Jeremy Parks

ACIP

190,365

380,730

1,142,190

2/22/2022

RSU

3,610

194,182

2/22/2022

PSU

2,708

7,220

28,880

474,065

2/22/2022

SAR

8,657

53.79

190,281

Brian Anderson

ACIP

170,940

341,880

1,025,640

2/22/2022

RSU

2,431

130,763

2/22/2022

PSU

1,823

4,862

19,448

312,699

2/22/20022

SAR

5,830

53.79

128,143

Ashish Chand

ACIP

199,299

398,597

1,195,792

2/22/2022

RSU

4,825

259,537

2/22/2022

PSU

3,619

9,650

38,600

620,640

2/22/2022

SAR

11,572

53.79

254,353

Anshu Mehrotra

ACIP

150,500

301,000

903,000

2/22/2022

RSU

1,842

99,081

8/22/2022

RSU

2,500

168,950

2/22/2022

PSU

1,382

3,684

14,736

236,936

2/22/2022

SAR

4,417

53.79

97,086

(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 2022 was 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 2022 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. 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 ~~long-term incentive is limited through~~Compensation Committee granted the ~~use of a fixed percentage of the participant’s base salary. In addition, we require that executive officers adhere to~~performance stock ~~ownership guidelines to promote a long-term focus and have adopted a compensation recovery policy~~unit awards (PSUs) at its February 22, 2022 meeting. The PSUs granted 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 impact2022 will be measured 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 from February 22, 2022 (the grant date) 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;~~

~~Pension Benefits;~~

~~Nonqualified Deferred Compensation; and~~

~~Potential Payments Upon Termination or Change-in-Control.~~


~~Belden Inc. 2016 Proxy Statement~~		~~Page 29~~

~~SUMMARY COMPENSATION TABLE~~

  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.~~

~~(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. See~~~~Grants of Plan-Based Awards~~Table 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 of performance share units (“PSUs”) based on the assumption that the Company would meet its performance goals at the target level, resulting in one restricted stock unit (“RSU”), orDecember 31, 2024, in the case of the TSR-based PSUs, ~~granted~~and January 1, 2022 to December 31, 2024, 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 a three-year measurement period from 2015-2017 at 120% of target levels or greater (in the case of ~~PSUs based on~~the free cash ~~flow) or at or greater than the 75th percentile (in the case of PSUs based on relative TSR) could result~~flow-based PSUs. Any payout will be made in ~~the issuance of two~~ shares of Belden stock ~~for each PSU. During each~~in 2025. The conversion factor from PSUs to shares is based on the Company’s total stockholder return over the performance period ~~the Company periodically analyzes performance and makes appropriate adjustments~~measured relative to the ~~amount~~S&P 1500 Industrials Index (the “Index”), weighted 50%, and the company’s consolidated free cash flow over the performance period, weighted 50%. Taking into account the Stretch Achievement Share Award, PSU awards granted into 2022 may convert into Belden shares at up to a 4:1 ratio.

(3)	The amounts in column (i) are the number of ~~stock-based compensation expense it records. Based~~RSUs granted to each of the named executive officers in 2022. These awards cliff vest following the third anniversary of the grant date.

(4)

The amounts in column (j) are the number of SARs granted to each of the named executive officers in 2022. These awards vest in equal amounts over three years on ~~this structure,~~ the ~~maximum~~first, second and third anniversaries of the grant date ~~fair value~~and expire on the tenth anniversary of ~~each award (in dollars)~~the grant date.

(5)	The exercise price for awarded SARs was ~~as follows:~~the closing price of the Belden shares on the grant date.

   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 38

2023 Proxy Statement


~~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

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


~~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

	Option Awards									Stock Awards
Name	Number of		Number of		Equity		Option		Option	Number		Market		Equity		Equity
(a)	Securities		Securities		Incentive Plan		Exercise		Expiration	of Shares		Value of		Incentive Plan		Incentive Plan
	Underlying		Underlying		Awards:		Price(4)		Date	or Units		Shares or		Awards:		Awards:
(a)	Unexercised		Unexercised		Number of		($)		(f)	of Stock		Units of		Number of		Market
	Options(1)		Options(2)(3)		Securities		(e)			That		Stock		Unearned		or Payout
	(#)		(#)		Underlying					Have Not		That		Shares,		Value of
	Exercisable		Unexercisable		Unexercised					Vested		Have Not		Units or		Unearned
	(b)		(c)		Unearned					(#)		Vested		Other		Shares, Units
					Options					(g)		($)		Rights That		or Other
					(#)							(h)		Have Not		Rights That
					(d)									Vested(5)		Have Not
														#		Vested(6)
														(i)		($)
																(j)

Roel Vestjens		6,697		—				72.570	3/4/2024		—		—		3,929		282,495
		8,356		—				89.230	2/25/2025						2,406		172,991
		12,337		—				74.910	2/22/2027						20,073		1,443,249
		13,606		—				72.730	2/28/2028						16,592		1,192,965
		14,847		—				61.790	2/28/2029						7,857		564,918
		7,217		3,608				51.140	2/11/2030						40,147		2,886,569
		16,313		32,624				45.110	2/16/2031						33,184		2,385,930
		—		39,793				53.790	2/22/2032
Jeremy Parks		3,654		7,308		—		45.110	2/16/2031		—		—		4,496		323,262
		—		8,657				53.790	2/22/2032						7,477		537,596
															3,610		259,559
															8,993		646,597
															7,220		519,118
Brian Anderson		434		—				72.570	3/4/2024		—		—		11,039		793,704
		5,535		—				89.230	2/25/2025						2,311		166,161
		6,769		—				52.890	2/24/2026						765		55,004
		6,854		—				74.910	2/22/2027						3,011		216,491
		7,257		—				72.730	2/28/2028						3,331		239,499
		10,448		—				61.790	2/28/2029						2,431		174,789
		4,246		2,122				51.140	2/11/2030						4,622		332,322
		2,707		5,414				45.110	2/16/2031						6,662		478,998
		—		5,830				53.790	2/22/2032						4,862		349,578
Ashish Chand		537		—		—		72.570	3/4/2024		—		—		3,374		242,591
		1,103		—				89.230	2/25/2025						964		69,312
		738		—				52.890	2/24/2026						5,382		386,966
		1,477		—				74.910	2/22/2027						22,428		1,612,573
		2,312		—				72.730	2/28/2028						4,825		346,918
		9,580		—				61.790	2/28/2029						6,748		485,181
		6,198		3,099				51.140	2/11/2030						10,764		773,932
		4,347		8,747				45.110	2/16/2031						22,428		1,612,573
		—		11,572				53.790	2/22/2032						9,650		693,835
Anshu Mehrotra		1,865		3,728		—		45.110	2/16/2031		—		—		12,093		869,487
		—		4,417				53.790	2/22/2032						2,294		164,939
															1,842		132,440
															2,500		179,750
															4,588		329,877
															3,683		264,808

~~(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. Stroup, 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.

(1)

~~(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. 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, weighted 50%, and the company’s consolidated free cash flow over the performance period, weighted 50%.

~~(3)~~

The amounts in column (j) are the number of SARs granted to each of the named executive officers in 2015. 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)~~

~~The exercise price for awarded SARs was the closing price of the Belden shares on the grant date.~~

Shows vested SARs.

~~Page 32~~

~~Belden Inc. 2016 Proxy Statement~~

(2)

~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~Shows unvested SARs.

For Mr. Parks, his 7,308 unexercisable SARs expiring on February 16, 2031 vest as follows: 3,654 on February 16, 2023; and 3,654 on February 16, 2024. His 8,657 unexercisable SARs expiring on February 22, 2032 vest as follows: 2,886 on February 22, 2023; 2,886 on February 22, 2024; and 2,885 on February 22, 2025.

For Mr. Anderson, his 2,122 unexercisable SARs expiring on February 11, 2030 vested on February 11, 2023. His 5,414 unexercisable SARs expiring February 16, 2024, vest as follows: 2,707 on February 16, 2023; and 2,707 on February 16, 2024. His 5,830 unexercisable SARs expiring February 22, 2032 vest as follows: 1,944 on February 22, 2023; 1,943 on February 22, 2024 and 1,943 on February 22, 2025.

For Mr. Chand, his 3,099 unexercisable SARs expiring on February 11, 2030 vested on February 11, 2023. His 8,747 unexercisable SARs expiring February 16, 2031, vest as follows: 4,374 on February 16, 2023; and 4373 on February 16, 2024. His 11,572 unexerciseable SARs expiring on February 22, 2032, vest as follows: 3,858 on February 22, 2023; 3,857 on February 22, 2024 and 3,857 on February 22, 2025.

For Mr. Mehrotra, his 3,728 unexercisable SAR’s expiring on February 16, 2031 vest as follows: 1,864 on February 16, 2023; and 1,864 on February 16, 2024. His 4,417 unexercisable SARs expiring on February 22, 2032 vest as follows: 1,473 on February 22, 2023; 1,472 on February 22, 2024; and 1,472 on February 22, 2025.

Mr. Vestjens’ 7,857 PSUs were reviewed by the Compensation Committee on February 22, 2023 and, based on the conversion ratio, they converted to 15,714 shares. His 40,147 PSUs and his 33,184 PSUs were forfeited following his resignation on February 22, 2023. His 3,939 RSUs vested on February 11, 2023. His 2,406 RSUs, 20,073 RSUs, and 16,592 RSUs were forfeited following his resignation on February 22, 2023.

Mr. Parks’ 8,993 PSUs will be reviewed by the Compensation Committee at its first quarter 2024 Compensation Committee meeting. His 7,220 PSUs will be reviewed at the first quarter 2025 Compensation Committee meeting. His 4,496 RSUs will vest on February 16, 2024. His 7,477 RSUs will vest as follows: 3,739 on February 17, 2023; and 3,739 on February 17, 2024. His 3,610 RSUs will vest on February 22, 2025.

Mr. Anderson’s 4,622 PSUs were reviewed by the Compensation Committee on February 23, 2023 and, based on the conversion ratio, they converted to 9,244 shares. His 11,039 Supplemental Incentive Plan RSUs will vest on May 23, 2023. His 6,662 PSUs granted on February 16, 2021 will be reviewed at the first quarter 2024 Compensation Committee meeting. His 2,311 RSUs will vest on February 11, 2023. His 765 RSUs will vest on July 1, 2023. Mr. Anderson was also granted 3,011 RSUs upon the successful divestiture of the Company’s Live Media business on July 2, 2020 that will vest on July 2, 2023. His 3,331 RSUs granted on February 16, 2021 will vest on February 16, 2024. His 4,862 PSUs granted on February 22, 2022 will be reviewed at the first quarter 2025 Compensation Committee meeting. His 2,431 RSUs granted on February 22, 2022 will vest on February 22, 2025.

Mr. Chand’s 6,748 PSUs were reviewed at the first quarter 2023 Compensation Committee meeting, and based on the conversion ratio, converted into 13,496 shares. His 10,764 PSUs granted on February 16, 2021 will be reviewed at the first quarter 2024 Compensation Committee meeting. His 3,374 RSUs granted on February 11, 2020 vested on February 11, 2023. His 5,382 RSUs will vest on February 16, 2024. His 964 RSUs granted on July 1, 2020 will vest on July 1, 2023. His 22,428 Supplemental Incentive Plan PSUs and 22,428 Supplemental Incentive Plan RSUs will vest as described in the discussion of the Supplemental Incentive Plan above.

Mr. Mehrotra’s 4,588 PSUs will be reviewed at the first quarter 2024 Compensation Committee meeting. His 12,093 RSUs vest as follows: 6,045 on January 14, 2023; and 6,045 on January 14, 2024. His 2,294 RSUs will vest on February 16, 2024. His 3,683 PSUs granted on February 22, 2022 will be reviewed by the Compensation Committee at its first quarter 2025 Compensation Committee meeting. His 2,500 RSUs granted on August 22, 2022, will vest on August 22, 2025.

The dates on which certain executive officers had stock awards vest and the applicable fair market values on those days are as follows: January 14, 2022 – $62.96; February 17, 2022 - $55.56; February 22, 2022 - $54.56; February 24, 2022 - $53.54; February 28, 2022 - $56.18; May 23, 2022 – $54.38 and July 1, 2022 - $53.03. 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. Vestjens – 17,847 RSUs on May 23, 2022 and 2,406 RSUs on July 1, 2022; Mr. Anderson 765 RSUs on July 1, 2022; and Mr. Chand – 1,289 RSUs on February 28, 2022 and 964 RSUs on July 1, 2022. Giving effect to the actual tax withholding that occurred, Mr. Vestjens acquired 9,860 shares on May 24, 2022 and 1,329 shares on July 1, 2022; Mr. Anderson acquired 537 shares on July 1, 2022; and Mr. Chand acquired 540 shares on February 28, 2022 and 486 shares on July 1, 2022. PSUs granted in 2019 converted into the following number of Belden shares, giving effect to tax withholding: Mr. Vestjens – 3,066 shares on February 28, 2022; and Mr. Anderson – 2,742 shares on February 28, 2022.

~~Mr. Derksen’s 3,796 RSUs vested on March 4, 2016. His 7,655 RSUs vest on February 25, 2017.~~

~~Mr. Pennycook’s 1,303 RSUs and his 786 RSUs each vested on March 4, 2016. His 2,764 RSUs vest on February 25, 2017.~~

~~Mr. Rosenberg’s 8,500 RSUs vested on February 18, 2016. His 1,852 RSUs vested on March 4, 2016. His 2,339 RSUs vest on February 25, 2017.~~

~~Mr. Vestjens’ 1,344 RSUs vested on March 4, 2016. His 3,403 RSUs vest on February 25, 2017.~~

Each of the Company’s named executive officers participates in 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.

Amounts payable in the event of each NEO’s separation of employment are noted below under “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.

Pursuant to the Severance Program and the terms of the Company’s equity incentive plans, in the event a named executive officer is terminated without “cause,” as defined below, the executive will be entitled to receive:

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:

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 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.

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:

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, 2021, none of the Company’s NEOs were eligible for retirement.

The estimated payments owed to each officer upon the various termination events are based on the following assumptions and/or exclusions:

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~~

We encourage stockholders to review the Compensation Discussion and Analysis on pages 18 to 35 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.

ITEM IV – ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Also, in accordance with the Dodd-Frank Act, we are providing our stockholders with the opportunity to cast an advisory vote regarding the frequency that the stockholders will consider and vote regarding our executive compensation. This is the Say-on-Pay vote discussed in Item III above. Stockholders will be given the opportunity to vote on whether they want the Say-on-Pay vote regarding our executive officers’ compensation to occur annually, biennially or triennially.

Consistent with the Company’s historical practice and stockholder expectations, the Company believes that an advisory vote on executive compensation every year is the best approach.

Stockholders may cast their vote on the preferred voting frequency by choosing the option of one year, two years, three years or by abstaining from voting in response to the resolution set forth below:

RESOLVED, that the stockholders of the Company indicate, by their vote on this resolution, whether the vote on the compensation of the Company’s named executive officers, pursuant to Rule 14a-21(b) of the Exchange Act, should take place every one year, every two years, or every three years.

The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. Abstentions will not be counted as a vote on any of the frequency options. However, because this vote is advisory and not binding on the Board or the Company in any way, the Board may decide that it is in the best interest of the stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders.

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 2022 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, except for a delinquent Form 4 filing made on behalf of Doug Zink, and a delinquent Form 4 filing on behalf of Jeremy Parks, each as a result of delays associated with calculating applicable taxes.

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 28, 2023.

(6)

Reflects the number of shares ~~shall again~~that could be ~~available for grant under the Plan, including those awards granted under prior plans.~~

~~Awards~~purchased by exercise 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~~stock options and the number of SARs ~~outstanding and the number of shares available for future issuance~~that are exercisable at March 28, 2023, or within 60 days thereafter, 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.


~~Belden Inc. 2016 Proxy Statement~~		~~Page 43~~

~~EQUITY COMPENSATION PLAN INFORMATION ON MARCH 31, 2016~~

  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).


~~(a)~~	=	~~1,457,624 SARs outstanding + 368,921 RSUs outstanding = 1,826,545~~

~~(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~~


~~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 tailoringCompany’s long-term 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 (10^th~~) 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.~~plans. Upon exercise of a SAR, the holder ~~will~~would receive ~~from Belden shares of common stock, equal in value to~~ the difference between the ~~fair~~ market ~~value~~price 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~~Belden 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~~exercise and 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;~~

~~Return measures (including, but not limited to return on invested capital, assets, capital, equity, sales);~~

~~Gross profit margin;~~

~~Operating expense ratios;~~

~~Operating expense targets;~~

~~Productivity ratios;~~

~~Operating income;~~

~~Gross or operating margins;~~

~~Earnings before or after taxes, interest, depreciation and/or amortization;~~

~~Net earnings or net income (before or after taxes);~~

~~Earnings per share;~~

~~Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);~~

~~Working capital targets;~~

~~Capital expenditures;~~

~~Share~~exercise price ~~(including, but not limited to, growth measures and total stockholder return);~~

~~Appreciation in the fair market value or book value of the common stock;~~

~~Economic value added (net operating profit after tax minus the sum of capital multiplied by the cost of the capital);~~

~~Total stockholder return;~~

~~Debt to equity ratio / debt levels; and~~

~~Organic or inorganic growth.~~

~~Non-financial Metrics:~~

~~Customer satisfaction / service (relative improvement);~~

~~Market share;~~

~~Employee satisfaction / engagement;~~


~~Page 46~~		~~Belden Inc. 2016 Proxy Statement~~

~~Employee retention / attrition;~~

~~Safety;~~

~~Diversity; and~~

~~Inventory control / efficiency.~~

The Compensation Committee will determine whether the performance targets or goals that have been chosen for a particular performance award have been met and may provide in an award that any evaluation of performance may include or exclude any of the following that are objectively determinable and that occur during the performance period to which the award is subject: asset write-downs, litigation, claims, judgments, or settlements; the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reporting results; any reorganization and restructuring programs; 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~~Belden shares. This column includes 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~~options and ~~exercisable or payable, and such other conditions as the Committee may determine~~SARs that are ~~consistent with~~exercisable without regard to whether 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.


~~Belden Inc. 2016 Proxy Statement~~		~~Page 47~~

~~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 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 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~~

~~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 faircurrent 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 RESTATEMENT OF THE BELDEN INC. 2011 LONG TERM INCENTIVE PLAN AND RE-APPROVAL OF THE PERFORMANCE AWARD METRICS CONTAINED THEREIN.


~~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

~~(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 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 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~~


~~Belden Inc. 2016 Proxy Statement~~		~~Page 51~~

~~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,~~is greater than 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 31, 2016.~~applicable exercise price.

~~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%

~~Less than one percent~~

~~(1)~~

The number of shares includes shares that are individually or jointly owned, as well as shares over which the individual has either sole or shared investment or voting authority. Mr. Cressey’s number does not include shares held by the Bryan and Christina Cressey Foundation. Mr. Cressey is the President of the foundation but disclaims any beneficial ownership of shares owned by the foundation.

~~(2)~~

The number of shares shown for 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, 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.

(7)

~~(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.~~

~~(5)~~

~~Includes 4,290 shares held in his spouse’s revocable trust, 16,820 shares held in a charitable remainder unitrust and 46,181 shares held in a family investment LLC.~~

~~(6)~~

~~Includes 4,063 shares held in trust for children and 86,555 shares held in a family trust.~~

~~(7)~~

~~Includes 42,500 SARs held in trust for estate planning purposes.~~


~~Belden Inc. 2016 Proxy Statement~~		~~Page 53~~

~~BENEFICIAL 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 “Number of Shares Beneficially Owned” column (excluding RSUs, which do not have voting rights before vesting) divided by the number of shares outstanding ~~Belden shares as of December 31, 2015.~~at March 28, 2023 – 42,529,628.

~~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.

~~(3)~~

~~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~~

~~OTHER MATTERS~~

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?~~*

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?~~*

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?~~*

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?~~*

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.

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.~~

(8)


~~Belden Inc. 2016 Proxy Statement~~		~~Page 55~~

Q:	*~~What shares owned by me can be voted?~~*

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~~Includes 2,400 shares ~~are registered directly~~held 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~~trust for spouse 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~~children and 34,380 shares ~~are~~ held in a ~~stock brokerage account or by a bank or other nominee, you are considered~~grantor retained annuity trust.

(9)	Ms. Lee was awarded 2,500 RSUs upon her appointment to the~~beneficial owner~~ Board on March 31, 2023 that will vest in thirds on each of the first three anniversaries of her appointment to the Board.

(10)	Includes 500 shares held in ~~“street name” (that is,~~spouse’s retirement account.


Page 48	2023 Proxy Statement

BENEFICIAL 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, 2022.

Name and Address of Beneficial Owner	Amount and Nature of	Percent of Outstanding
	Beneficial Ownership	Common Stock⁽¹⁾
BlackRock, Inc.	4,924,614⁽²⁾	11.50%
55 East 52nd Street
New York, NY 10022
The Vanguard Group	4,429,029⁽³⁾	10.34%
100 Vanguard Boulevard
Malvern, PA 19355

(1)	Based on 42,833,107 shares outstanding on December 31, 2022.

(2)	Information based on Schedule 13G/A filed with the ~~name~~SEC by BlackRock, Inc. on January 26, 2023, reporting sole voting power over 4,846,249 shares and sole dispositive power over 4,924,614 shares.

(3)	Information based on Schedule 13G/A filed with the SEC by the Vanguard Group on February 9, 2023, reporting shared voting power over 52,642 shares, sole dispositive power over 4,334,114 shares, and shared dipositive power over 94,915 shares.

2023 Proxy Statement

Page 49

OTHER MATTERS

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 2023 annual meeting of stockholders which will take place on May 25, 2023. 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 11, 2023.

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 28, 2023. On the record date, there were 42,529,628 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 2022 Annual Report to Stockholders, which includes our Annual Report on Form 10‑K, is also available on-line. The Form 10‑K includes our 2022 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: Three 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 2023;

(3) an advisory vote on executive compensation for 2022; and

(4)

an advisory vote on the frequency of ~~your stock broker, bank, or other nominee) and the Notice of Internet Availability~~future advisory votes on executive compensation.

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; and

(3) FOR the approval of the Company’s executive compensation; and

(4)

ANNUAL advisory votes on executive compensation.


Page 50	2023 Proxy ~~Materials is being forwarded to you by your broker or nominee who is considered, with respect to those shares, the~~~~stockholder of record~~.Statement

Q: What shares owned by me can be voted?

A: All shares owned by you as of March 28, 2023, 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.

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 28, 2023, 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 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 or Tripwire Inc. 401(k) Plan Trustee to vote, the trustee must receive your voting instructions by 11:59 p.m. Eastern time on May 22, 2023. 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.

2023 Proxy Statement

Page 51

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 board than against

Not present for quorum purposes; brokers do not have discretion to vote ~~and are also invited~~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 ~~attend~~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 ~~meeting. However, since you are~~number of abstentions in its analysis of the results of the advisory vote

Not present for quorum purposes; brokers do not ~~the~~~~stockholder~~have discretion to vote non-votes in favor of ~~record~~~~, you may~~compensation matters

Advisory vote on frequency of
future advisory votes 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 ~~these shares~~non-votes in ~~person at the meeting.~~favor of compensation matters

Q:	*~~How can I vote my shares in person at the meeting?~~*

~~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~~*

The Company’s bylaws, as amended, provide that, in an uncontested election, a director must receive more votes “for” than votes “against” to ~~attend~~be elected to the ~~annual meeting, we recommend~~Board. An incumbent director that ~~you also submit your proxy as described below so that your vote~~fails to receive such a majority shall tender his or her resignation, which will be ~~counted if you decide later not to attend~~considered by the ~~meeting.~~

Q:	*~~How can I vote my shares without attending the meeting?~~*

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?~~*

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?~~*

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~~
~~Proposal~~	~~Voting Requirement~~	~~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?~~*

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?~~*

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?~~*

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.

~~Nomination of Director Candidates:~~~~The~~Board’s 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:Committee.

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 Vice President, Assistant General Counsel and Assistant Corporate Secretary, 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.


Page 52	2023 Proxy Statement

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.

2023 Proxy Statement

Page 53

STOCKHOLDER PROPOSALS FOR THE 2024 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 2023 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 12, 2023. If you want the Company to consider a proposal at the 2023 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 25, 2024 and no later than February 24, 2024.

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~~

~~APPENDIX I~~

The performance factors applicable to the NEOs, along with the respective threshold, target and actual performance levels and the respective financial factor scores, are illustrated below (income numbers are shown in thousands):

  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 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 (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 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.

“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.


~~Belden Inc. 2016 Proxy Statement~~		~~Page I-1~~

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


~~Page I-2~~		~~Belden Inc. 2016 Proxy Statement~~

~~APPENDIX II~~

~~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.

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.~~


~~Belden Inc. 2016 Proxy Statement~~		~~Page II-1~~

~~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


~~Page II-2~~		~~Belden Inc. 2016 Proxy Statement~~

~~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


~~Belden Inc. 2016 Proxy Statement~~		~~Page II-3~~

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


~~Page II-4~~		~~Belden Inc. 2016 Proxy Statement~~

~~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.~~

~~2.40 “Plan Year”~~ ~~means the calendar year.~~


~~Belden Inc. 2016 Proxy Statement~~		~~Page II-5~~

~~2.41 “Prior Plan”~~ ~~means the Company’s 2001 Long-Term Performance Incentive Plan, as amended.~~

~~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.


~~Page II-6~~		~~Belden Inc. 2016 Proxy Statement~~

~~Article 4. Shares Subject to this Plan and Maximum Awards~~

~~4.1 Number of Shares Available for Awards~~.

~~(a)~~ ~~Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for grant to Participants under this Plan (the “Share Authorization”) shall be:~~

~~(i)~~~~6,500,000, of which 6,500,000 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 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.

~~(c)~~Subject to the limit set forth in Section 4.1(a) on the number of Shares that may be granted in the aggregate under this Plan, the maximum number of shares that may be granted to Nonemployee Directors shall be 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)~~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.

~~4.2 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)~~~~Stock-Based Awards.~~ The maximum aggregate number of Shares subject to Stock-Based Awards granted in any one Plan Year to any one Participant shall be four hundred thousand (400,000) plus the amount of the Participant’s unused applicable Annual Award Limit for Options and for SARs as of the close of the previous Plan Year.

~~(b)~~~~Cash-Based Awards.~~ The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed five million dollars ($5,000,000) plus the amount of the Participant’s unused applicable Annual Award Limit for Cash-Based Awards as of the close of the previous Plan Year.


~~Belden Inc. 2016 Proxy Statement~~		~~Page II-7~~

~~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.

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 (10~~^th~~) 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.


~~Page II-8~~		~~Belden Inc. 2016 Proxy Statement~~

~~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)~~~~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


~~Belden Inc. 2016 Proxy Statement~~		~~Page II-9~~

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 (10~~^th~~) anniversary date of its grant.~~

~~7.4 Exercise of Freestanding SARs~~~~. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.~~

~~7.5. Exercise of Tandem SARs~~. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable.

~~7.6 Settlement of SAR Amount~~~~. Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:~~

~~(a)~~~~The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by~~

~~(b)~~~~The number of Shares with respect to which the SAR is exercised.~~

~~The payment upon SAR exercise shall be in Shares.~~

~~7.7 Termination of Employment~~. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into 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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~~7.8 Transferability of SARs~~. Under no circumstances may a Participant transfer an SAR to another Person for consideration. Subject to the foregoing, and except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, no SAR granted under this Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, all SARs granted to a Participant under this Plan shall be exercisable during his lifetime only by such Participant. With respect to those SARs, if any, that are permitted to be transferred to another individual, references in this Plan to exercise of the SAR by the Participant or payment of any amount to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.

~~7.9 Other Restrictions.~~ The Committee shall impose such other 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~~

~~8.1 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


~~Belden Inc. 2016 Proxy Statement~~		~~Page II-11~~

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);~~

~~(c) Gross profit margin;~~

~~(d) Operating expense ratios;~~

~~(e) Operating expense targets;~~

~~(f) Productivity ratios;~~

~~(g) Operating income;~~

~~(h) Gross or operating margins;~~

~~(i) Earnings before or after taxes, interest, depreciation and/or amortization;~~

~~(j) Net earnings or net income (before or after taxes);~~

~~(k) Earnings per share;~~

~~(l) Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);~~

~~(m) Working capital targets;~~

~~(n) Organic or inorganic growth;~~

~~(o) Capital expenditures;~~

~~(p) Share price (including, but not limited to, growth measures and total shareholder return);~~

~~(q) Appreciation in the fair market value or book value of the common stock;~~

~~(r) Economic value added (net operating profit after tax minus the sum of capital multiplied by the cost of the capital);~~

~~(s) Total shareholder return;~~

~~(t) Debt to equity ratio / debt levels;~~

~~(u) Customer satisfaction / service (relative improvement);~~

~~(v) Market share;~~

~~(w) Employee satisfaction / engagement;~~

~~(x) Employee retention / attrition;~~


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~~(y) Safety;~~

~~(z) Diversity; and~~

~~(aa) Inventory control / efficiency.~~

Any Performance Measure(s) may be used to measure the performance of the Company, Affiliate, and/or Subsidiary as a whole or any business unit of the Company, Affiliate, and/or Subsidiary or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (j) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 11.

~~11.2 Evaluation of Performance.~~ The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) 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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~~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)~~the Participant’s Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Cash-Based Awards, or Other Stock-Based Awards that were forfeitable shall, unless otherwise determined by the Committee, become nonforfeitable and, to the extent applicable, shall be converted into Shares; provided, that for any Award which is performance-based, it shall be assumed for purposes of determining such payout or conversion that performance was “at target” for the applicable Performance Period, and

~~(ii)~~~~any unexercised Option or SAR, whether or not exercisable on the date of such Change in Control, shall thereupon be fully exercisable and may be exercised, in whole or in part.~~

~~Article 18. Amendment, Modification, Suspension, and 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


~~Belden Inc. 2016 Proxy Statement~~		~~Page II-19~~

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


~~Page II-20~~		~~Belden Inc. 2016 Proxy Statement~~

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.


~~Belden Inc. 2016 Proxy Statement~~		~~Page II-21~~

~~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.


~~Page II-22~~		~~Belden Inc. 2016 Proxy Statement~~




				~~VOTE BY INTERNET - www.proxyvote.com~~ 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.
				~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~ If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
				~~VOTE BY PHONE - 1-800-690-6903~~ Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. ~~VOTE BY MAIL~~ ~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~ x

~~KEEP THIS PORTION FOR YOUR RECORDS~~

~~DETACH AND RETURN THIS PORTION ONLY~~

~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

~~For~~
~~All~~

~~Withhold~~
~~All~~

~~For All~~
~~Except~~

~~To withhold authority to vote for any~~
~~individual nominee(s), mark “For All~~
~~Except” and write the number(s) of the~~
~~nominee(s) on the line below.~~

~~The Board of Directors recommends you vote FOR the following:~~

~~Election of Directors~~

~~Nominees~~

David J. Aldrich 02 Lance C. Balk 03 Steven W. Berglund 04 Judy L. Brown 05 Bryan C. Cressey

~~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~~

~~To ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for 2016.~~

~~Advisory vote to approve named executive officer compensation.~~

~~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.~~

~~Yes~~

~~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.

~~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~~

Page 54

2023 Proxy Statement

~~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.

APPENDIX I

	2022 ACIP
Category	Threshold		Target		Maximum		Actual		Score
Consolidated Net Income from Continuing Operations ($)		195,000		243,000		268,000		283,000		2.00
Consolidated EBITDA ($)		364,000		405,000		425,000		441,000		2.00
Consolidated Revenues ($)		2,166,000		2,354,000		2,542,000		2,644,000		2.00
Consolidated Operating Working Capital Turns		7.1		7.6		8.1		5.9	0.00
Industrial Automation Solutions EBITDA ($)		244,000		305,000		335,000		351,000		2.00
Industrial Automation Solutions Revenues ($)		1,161,000		1,262,000		1,363,000		1,409,000		2.00
Industrial Automation Solutions Inventory Turns		4.8		5.3		5.8		4.8	0.50
Broadband & 5G EBITDA ($)		79,000		99,000		109,000		83,000		0.58
Broadband & 5G Revenues ($)		476,000		517,000		559,000		564,000		2.00
Broadband & 5G Operating Working Capital Turns		3.7		4.2		4.7		3.2	0.00

Performance Factor Definitions

“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.

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. Vestjens, Parks and Anderson - 2022
Category	Score		Weighting	Contribution to Financial Factor
Consolidated Net Income from Continuing Operations		2.00	25%		0.50
Consolidated EBITDA		2.00	25%		0.50
Consolidated Revenue		2.00	25%		0.50
Consolidated Operating Working Capital Turns		0.00	25%		—
Consolidated Financial Factor					1.50

2023 Proxy Statement

Page I-1

Mr. Chand – 2022
Category	Score		Weighting	Contribution to Financial Factor
Industrial Automation Solutions EBITDA		2.00	50%		1.00
Industrial Automation Solutions Revenue		2.00	25%		0.50
Industrial Automation Solutions Inventory Turns		0.50	25%		0.13
Consolidated Financial Factor					1.63

Mr. Mehrotra - 2022
Category	Score		Weighting	Contribution to Financial Factor
Consolidated Net Income from Continuing Operations		2.00	16.67%		0.33
Consolidated EBITDA		2.00	16.67%		0.33
Consolidated Revenue		2.00	16.67%		0.33
Consolidated Operating Working Capital Turns		0.00	16.67%		—
Broadband & 5G EBITDA ($)		0.58	16.67%		0.10
Broadband & 5G Revenues ($)		2.00	8.33%		0.17
Broadband & 5G Operating Working Capital Turns		0.00	8.33%		—
Consolidated Financial Factor					1.26


Page I-2	2023 Proxy Statement

BELDEN 1 N BRENTWOOD BLVD. 15TH FLOOR, ST. LOUIS, MO 63105 315.854.8000 BELDEN.COM

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V09718-P87854 For Against Abstain For Against Abstain BELDEN INC. 1 NORTH BRENTWOOD BOULEVARD 15TH FLOOR ST. LOUIS, MO 63105 1b. Lance C. Balk 1c. Steven W. Berglund 1d. Diane D. Brink 1e. Judy L. Brown 1j. Gregory J. McCray 1i. YY Lee 1h. Jonathan C. Klein 1g. Ashish Chand 1f. Nancy Calderon 1a. David J. Aldrich Nominees: 1. Election of Directors BELDEN INC. The Board of Directors recommends you vote FOR the following: The Board of Directors recommends you vote FOR proposals 2 and 3. The Board of Directors recommends you vote 1 YEAR on the following proposal: 2. Ratification of the appointment of Ernst & Young as the Company’s Independent Registered Public Accounting Firm for 2023. 4. Advisory vote on frequency of future advisory votes related to executive officer compensation. NOTE: In their discretion, proxies are authorized to transact and vote upon such other business as may properly come before the meeting. 3. Advisory vote on executive compensation for 2022. 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. Yes No Please indicate if you plan to attend this meeting. 1 Year 2 Years 3 Years Abstain SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above 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. Participants in the Belden Retirement Savings Plan or Tripwire 401(k) Plan have an earlier voting deadline, described on the reverse side, to vote shares held through such plan(s). 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. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. Participants in the Belden Retirement Savings Plan or Tripwire 401(k) Plan have an earlier voting deadline, described on the reverse side, to vote shares held through such plan(s). VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. V09719-P87854


Page I-2	2022 Proxy Statement

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. BELDEN INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 25, 2023 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 25, 2023, beginning at 8:00 a.m., Central Time, in the Mississippi Room on the 8th Floor of the Four Seasons Hotel St. Louis, 999 N. Second 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. If you are a participant in the Belden Retirement Savings Plan and hold shares of Belden Inc. common stock pursuant to the 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 Trustee to vote, the trustee must receive your voting instructions by 11:59 p.m. Eastern Time on May 22, 2023. If the trustee does not receive your instructions by that date, the trustee will not vote your shares. Receipt is hereby acknowledged of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 11, 2023, and the Annual Report to Stockholders for the year ended December 31, 2022. Continued and to be signed on reverse side

*** Exercise Your~~Right~~ to Vote ***

~~Important Notice Regarding the Availability of Proxy Materials for the~~

~~Stockholder Meeting to Be Held on May 26, 2016~~

~~BELDEN INC.~~



		~~Meeting Information~~
		~~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.~~
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		~~We encourage you to access and review all of the important information contained in the proxy materials before voting.~~
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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.








								~~Broadridge Internal Use Only~~
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								~~Cusip~~
								~~Job #~~
								~~Envelope #~~
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								~~# of # Sequence #~~


				~~Reserved for Broadridge Internal Control Information~~


		~~NAME~~
		~~THE COMPANY NAME INC. - COMMON~~			~~123,456,789,012.12345~~
		~~THE COMPANY NAME INC. - CLASS A~~			~~123,456,789,012.12345~~
		~~THE COMPANY NAME INC. - CLASS B~~			~~123,456,789,012.12345~~
		~~THE COMPANY NAME INC. - CLASS C~~			~~123,456,789,012.12345~~
		~~THE COMPANY NAME INC. - CLASS D~~			~~123,456,789,012.12345~~
		~~THE COMPANY NAME INC. - CLASS E~~			~~123,456,789,012.12345~~
		~~THE COMPANY NAME INC. - CLASS F~~			~~123,456,789,012.12345~~
		~~THE COMPANY NAME INC. - 401 K~~			~~123,456,789,012.12345~~









				~~Broadridge Internal Use Only~~
				~~Job #~~
		~~THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE~~		~~Envelope #~~
		~~THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE~~		~~Sequence #~~
				~~# of # Sequence #~~


For questions
Regarding:		Contact:

Annual meeting or		Belden Investor Relations, 314‑854‑8054
Executive Compensation Questions

Stock ownership		American Stock Transfer & Trust Company
(Stockholders of Record)		http://www.astfinancial.com
		800‑937‑5449 (within the U.S. and Canada)
		718‑921‑8124 (outside the U.S. and Canada)

Stock ownership		Contact your broker, bank or other nominee
(Beneficial Owners)

Voting		Belden Corporate Secretary, 314‑854‑8035

Belden Inc. Board Diversity Matrix as of April 11, 2023
Total Number of Directors	10
	Female	Male
Part I: Gender Identity
Directors	4	6
Part II: Demographic Background
African American or Black	0	1
Asian	1	1
White	3	4
LGBTQ	1




DAVID J. ALDRICH, 66		LANCE C. BALK, 65
Director Since: 2007, Chairman Board Committees: Compensation The Board recruited Mr. Aldrich based on his experience in high technology signal transmission applications and for his experience as a Chief Executive Officer of a public company. From April 2000 to May 2014, he served as President, Chief Executive Officer, and Director of Skyworks Solutions, Inc. (“Skyworks”). In May 2014, Mr. Aldrich was named Chairman of the Board and Chief Executive Officer of Skyworks. From May 2016 to May 2018, Mr. Aldrich served as Executive Chairman of Skyworks. From May 2018 until his retirement in May 2021, Mr. Aldrich served as Chairman of the Skyworks board of directors. Skyworks is an innovator of high performance analog and mixed signal semiconductors enabling mobile connectivity. Mr. Aldrich also serves on the Board of Directors (as Chairman), Audit Committee and Compensation Committee of indie Semiconductor, and the Board of Directors, Audit Committee, and Nominating & Corporate Governance Committee of Allegro Microsystems. Mr. Aldrich received a B.A. degree in political science from Providence College and an M.B.A. degree from the University of Rhode Island.		Director Since: 2000 Board Committees: Compensation (Chair), Finance The Board originally recruited Mr. Balk based on his expertise in advising multinational public and private companies on complex mergers and acquisitions and corporate finance transactions. He provides insight to the Board regarding business strategy, business acquisitions and capital structure. In September 2010, Mr. Balk was appointed as General Counsel of Six Flags Entertainment Corporation, a position he held until his retirement in February 2020. Previously, Mr. Balk served as Senior Vice President and General Counsel of Siemens Healthcare Diagnostics from November 2007 to January 2010. From May 2006 to November 2007, he served in those positions with Dade Behring, a leading supplier of products, systems and services for clinical diagnostics, which was acquired by Siemens Healthcare Diagnostics in November 2007. Previously, he had been a partner of Kirkland & Ellis LLP since 1989, specializing in securities law and mergers and acquisitions. Mr. Balk received a B.A. degree from Northwestern University and a J.D. degree and an M.B.A. degree from the University of Chicago.




STEVEN W. BERGLUND, 71		DIANE D. BRINK, 64
Director Since: 2013 Board Committees: Audit, Cybersecurity Mr. Berglund’s experience as a director, president and chief executive officer of Trimble Inc., a technology based firm providing positioning and location solutions, from March 1999 to January 2020 makes him highly qualified to serve on the Company’s Board. In January 2020, Mr. Berglund turned over the titles of president and chief executive officer to his successor and was named Trimble’s executive chairman. Prior to joining Trimble, Mr. Berglund was President of Spectra Precision, a group within Spectra Physics AB. Mr. Berglund’s business experience includes a variety of senior leadership positions with Spectra Physics, and manufacturing and planning roles at Varian Associates. He began his career as a process engineer at Eastman Kodak. Mr. Berglund attended the University of Oslo and the University of Minnesota where he received a B.S. in chemical engineering. He received his M.B.A. from the University of Rochester. Mr. Berglund is the Chairman of the Board of the Association of Equipment Manufacturers.		Director Since: 2017 Board Committees: Cybersecurity (Chair), Nominating and Corporate Governance (Chair) The Board recruited Ms. Brink based on her marketing and digital transformation expertise and experience as a senior marketing executive at a Fortune 100 technology company. Ms. Brink currently serves as a Senior Fellow and Adjunct Professor of Marketing at the Kellogg School of Management at Northwestern University. Prior to her retirement in 2015, Ms. Brink served in a variety of roles at IBM, most recently as Chief Marketing Officer, IBM Global Technology Services. In June 2021, Ms. Brink was appointed to the Board of Directors and Compensation Committee and as chair of the Nominating & Corporate Governance Committee of indie Semiconductor, a publicly traded provider of semiconductor systems solutions for the automotive industry. In January 2023, Ms. Brink joined the Board of Directors, Audit Committee, and Compensation Committee (as Chair) of Altus Power, Inc. Ms. Brink attended Stony Brook University, where she received a B.S. in computer science. She received her M.B.A. from Fordham University. Ms. Brink is a member of the Dean’s Council in the College of Engineering & Applied Sciences at Stony Brook University.




JUDY L. BROWN, 54		NANCY CALDERON, 64
Director Since: 2008 Board Committees: Audit, Finance (Chair) In recruiting Ms. Brown, the Board sought a member with broad international perspective to pursue its global strategic goals and for her experience as a Chief Financial Officer of a public company. As an employee of Ernst & Young for more than nine years in the U.S. and Germany, Ms. Brown provided audit and advisory services to U.S. and European multinational public and private companies. She served in various financial and accounting roles for six years in the U.S. and Italy with Whirlpool Corporation, a leading manufacturer and marketer of appliances. In 2004, she was appointed Vice President and Controller of Perrigo Company, a global healthcare supplier of over-the-counter pharmaceutical products. She was promoted to Executive Vice President and Chief Financial Officer of Perrigo in 2006 and oversaw Finance, Information Technology and Corporate Affairs until her departure from Perrigo Company in February 2017. In April 2017, Ms. Brown was appointed Senior Vice President Global Business Solutions & Finance of Amgen Corporation, a global leader in biotechnology. There, Ms. Brown oversaw the company's Global Business Solutions, Internal Audit, Tax and Treasury organizations. From October 2018 through December 2022, Ms. Brown was Amgen’s Senior Vice President, Corporate Affairs, leading Amgen's strategic communications, philanthropy advocacy relations and ESG (Environmental, Societal and Governance) management. Additionally she served as the site head for Amgen's corporate headquarters in Thousand Oaks, California. Ms. Brown received a B.S. degree in Accounting from the University of Illinois; an M.B.A. from the University of Chicago; and attended the Aresty Institute of Executive Education of the Wharton School of the University of Pennsylvania. Ms. Brown also is a Certified Public Accountant.		Director Since: 2020 Board Committees: Audit (Chair) The Board recruited Ms. Calderon for her deep executive management and audit experience. Ms. Calderon retired from KPMG LLP in September 2019 after a distinguished 33-year career. Most recently, Ms. Calderon served as KPMG's Global Lead Partner for a Fortune 50 Technology company since July 2012, senior partner of KPMG's Board Leadership Center since its inception in 2015, and as a director of KPMG's Global Delivery Center in India and its related holding companies since September 2011. Previously, she was KPMG's Americas Chief Administrative Officer and U.S. National Partner in Charge, Operations, from July 2008 to June 2012. Ms. Calderon sat on a number of KPMG committees, including the Americas Region Management Committee, Enterprise Risk Management, Privacy, Pension Steering and Investment, Social Media, and Knowledge Management. Ms. Calderon is presently a director of Northern Technologies International Corp., where she chairs the Audit Committee and serves on the Nominating and Corporate Governance Committee, and Arcimoto, where she chairs the Audit Committee. Ms. Calderon attended the University of California at Berkeley and received a B.S. degree in accounting, and Golden Gate University where she received an M.S. degree in Taxation.


GENERAL INFORMATION	1	ITEM III – ADVISORY VOTE ON EXECUTIVE COMPENSATION	45


INTERNET AVAILABILITY OF PROXY MATERIALS	1	ITEM IV – ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY
CONTACT INFORMATION FOR QUESTIONS	1	VOTES ON EXECUTIVE COMPENSATION	46

CORPORATE GOVERNANCE	2	OWNERSHIP INFORMATION	47


Biographies of Directors Seeking Reappointment	4	EQUITY COMPENSATION PLAN INFORMATION ON DECEMBER 31, 2022	47
ESG at Belden	9	SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	47
Audit Committee	10	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
Compensation Committee	10	MANAGEMENT	47
Finance Committee	10	Beneficial Ownership Table of Directors, Nominees and Executive
Nominating and Corporate Governance Committee	10	Officers	48
Cybersecurity Committee	11	Beneficial Ownership Table of Stockholders Owning More Than Five
Corporate Governance Documents	11	Percent	49
Related Party Transactions and Compensation Committee Interlocks	11	OTHER MATTERS	50
Communications with Directors	11	FREQUENTLY ASKED QUESTIONS	50
Board Leadership Structure and Role in Risk Oversight	11	STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING	54
Non-Employee Director Stock Ownership Policy	12	APPENDIX I – ANNUAL CASH INCENTIVE PLAN PERFORMANCE
DIRECTOR COMPENSATION	13	FACTORS	I-1
ITEM I – ELECTION OF DIRECTORS	14

PUBLIC ACCOUNTING FIRM INFORMATION	15


ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023	15
Fees to Independent Registered Public Accountants for 2022 and 2021	15
Audit Committee’s Pre-approval Policies and Procedures	15
Report of the Audit Committee	16

EXECUTIVE COMPENSATION	17


Compensation Discussion and Analysis	17
A Note from the Belden Compensation Committee	17
I. Introduction	18
II. Executive Summary	18
III. 2022 Say-on-Pay Review	18
IV. Compensation Objectives and Elements	19
A. Objectives	19
B. Elements	20
C. Pay for Performance Philosophy	20
D. Compensation Design	21
V. 2022 Compensation Analysis	21
A. Base Salary Adjustments	21
B. Annual Cash Incentive Plan Awards	22
C. Long-Term Incentive Awards	26
VI. Compensation Policies and Other Considerations	28
Report of the Compensation Committee	30
Compensation and Risk	30
Pay versus Performance	30
Pay Ratio Disclosure	35
Pay for Performance	35
Compensation Tables	35
Summary Compensation Table	36
Grants of Plan-Based Awards	38
Outstanding Equity Awards at Fiscal Year-End	39
Option Exercises and Stock Vested	40
Pension Benefits	41
Nonqualified Deferred Compensation	42
Employment, Severance and Change-In-Control Arrangements	42
Potential Payments Upon Termination or Change-In-Control	42




ASHISH CHAND, 48		JONATHAN C. KLEIN, 64
Director Since: 2023 President and Chief Executive Officer Dr. Chand serves as President and Chief Executive Officer of Belden Inc. Prior to his appointment as President and Chief Executive Officer, Dr. Chand served as Executive Vice President – Industrial Automation Solutions from June of 2019 until February 2023, and Managing Director of Belden Asia Pacific from August 2017. Dr. Chand has held roles across several functions, including sales and marketing and operations in both Asia and North America. Dr. Chand has played a pivotal role in developing and executing Belden’s long-term growth agenda, solutions and product strategy, and go-to-market efforts. Dr. Chand holds a B.A. in Economics from Loyal College, Chennai, India, an M.B.A. from XLRI Jamshedpur, India, and a Doctorate of Business Administration from the City University of Hong Kong.		Director Since: 2015 Board Committees: Compensation, Cybersecurity, Nominating and Corporate Governance The Board recruited Mr. Klein for his extensive experience within the broadcast industry, more specifically his experience with programming, production, and over-the-top distribution models. Mr. Klein is the co-founder and CEO of Hang Media, a sports streaming platform launched in 2021. From 2012 to 2022, Mr. Klein served as the CEO and Co-Founder of TAPP Media, an over-the-top subscription video platform which operates paid channels built around personalities. From 2018 to 2019, Mr. Klein served as the President of Vilynx Inc., an artificial intelligence company focused exclusively on media. From 2004 to 2010, he served as President of CNN, leading the U.S. network to its highest ratings and profitability. Previously he had been the Founder and CEO of the FeedRoom, a pioneering online video aggregation site, developing new online advertising concepts which have become industry standards today. From 1996 to 1998, he served as Executive Vice President of CBS News, overseeing prime time programming and strategic planning for in-house studio productions. In March 2021, Mr. Klein was appointed to the Board of Directors of Clearview Media Acquisition Corp. Mr. Klein attended Brown University where he received a B.A. degree in history.




YY Lee, 55		Gregory J. McCray, 60
Director Since: 2023 Board Committees: Audit The Board recruited Ms. Lee for her extensive experience within the software industry, including her experience in senior operational roles as a chief executive officer and chief operating offer. Ms. Lee most recently served as Chief Strategy Officer for Anaplan, a business planning software company specializing in subscription cloud-based business planning software, from 2018 until her retirement in 2021. From 2005 to 2017, Ms. Lee was employed by FirstRain, Inc., as Chief Operating Officer from 2005 to 2015, and as CEO from 2015 until FirstRain was acquired by Ignite Technologies, Inc., in 2017. FirstRain is a provider of cloud analytics software. She previously held management and product leadership positions with Cadence Design Systems, Aqueduct Software, Synopsys, Inc., 8x8, Inc., and AT&T Bell Laboratories. Ms. Lee is presently a director of Synaptics Incorporated, where she sits on the Compensation Committee and Audit Committee, and Commvault Systems Inc., where she sits on the Compensation (as chair) and Governance and Nominating committees. Ms. Lee attended Harvard University, graduating with an A.B. degree in Mathematics in 1990.		Director Since: 2022 Board Committees: Finance, Nominating and Corporate Governance The Board recruited Mr. McCray for his extensive experience within the communications technology industry, including his experience as a current CEO. Since 2018, Mr. McCray has served as the CEO FDH Infrastructure Services LLC, an engineering firm that monitors, inspects, designs and performs engineering and analysis services for cellular and broadcast towers and other infrastructure assets. From March 2017 to August 2017, Mr. McCray served as CEO of Alphabet’s Access/Google Fiber business unit. From 2013 to 2016, Mr. McCray served as CEO of Aero Communications, a provider of installation, services and support to the communications industry. From 2003 to 2012, Mr. McCray served as CEO of Antenova Limited, a developer of high dielectric antenna components and RF modules for use in smartphones, tablets and other wireless devices. He previously held managerial and engineering roles at Lucent Technologies, AT&T, Bell Laboratories, and IBM. Mr. McCray is presently a director of ADTRAN, where he sits on the Audit and Compensation Committees, and DigitalBridge, where he sits on the Compensation and Nominating & Corporate Governance Committees. Mr. McCray attended Iowa State University of Science and Technology where he received a B.S. degree in Computer Engineering, and Purdue University where he received an M.S. degree in Systems Engineering. In March 2022, he was inducted into the Iowa State University Engineering Hall of Fame.

Description	As of 12/31/2022		Recipient(s)
Cash Components

Basic Retainer		85,000	All except Chand
Audit Committee Chair		20,000	Calderon
Other Committee Chair		10,000	Balk, Brink⁽¹⁾ and Brown
Audit Committee Service		10,000	Berglund, Brown, and Lee
Compensation Committee Service		5,000	Aldrich and Klein
Cybersecurity Committee Service		5,000	Berglund and Klein
Finance Committee Service		5,000	Balk and McCray
Nominating and Corporate Governance Committee Service		5,000	Klein and McCray
Board Chair		50,000	Aldrich
Equity Components

Restricted Stock Unit Grant		145,000	All except Chand
Additional Grant for Board Chair		50,000	Aldrich

Director	Fees Earned or Paid in Cash⁽¹⁾ ($)		Stock Awards⁽²⁾ ($)		Option Awards ($)		All Other Compensation⁽³⁾ ($)		Total ($)

David Aldrich		140,000		195,012		—		905		335,917
Lance C. Balk		100,000		144,990		—		26,096		271,086
Steven W. Berglund		100,000		144,990		—		676		245,666
Diane D. Brink		105,000		144,990		—		666		250,656
Judy L. Brown		105,000		144,990		—		684		250,674
Nancy Calderon		100,833		144,990		—		661		246,484
Brian Cressey		39,583		144,990		—		776		185,349
Jonathan Klein		100,000		144,990		—		676		245,666
George Minnich		43,750		144,990		—		19,744		208,484
Gregory McCray		87,083		287,765		—		—		374,848

	2022		2021

Audit Fees	$	3,014,000	$	2,520,700
Tax Fees	$	108,842	$	64,076
Total EY fees	$	3,122,842	$	2,584,776

Audit Committee

	Nancy Calderon (Chair)
	Steven Berglund
	Judy L. Brown



				~~Phone~~ ~~(if you request a full delivery of the proxy materials)~~

				~~Internet~~

				~~Mail~~ ~~(if you request a full delivery of the proxy materials)~~


~~GENERAL INFORMATION~~			1
~~INTERNET AVAILABILITY OF PROXY MATERIALS~~			1
~~CONTACT INFORMATION FOR QUESTIONS~~			1

~~CORPORATE GOVERNANCE~~			2
~~Biographies of Directors Seeking Reappointment~~			3
~~Audit Committee~~			8
~~Compensation Committee~~			8
~~Finance Committee~~			8
~~Nominating and Corporate Governance Committee~~			8
~~Corporate Governance Documents~~			9
~~Related Party Transactions and Compensation Committee Interlocks~~			9
~~Communications with Directors~~			9
~~Board Leadership Structure and Role in Risk Oversight~~			10
~~Director Stock Ownership Policy~~			10
~~DIRECTOR COMPENSATION~~			10
~~ITEM I – ELECTION OF NINE DIRECTORS~~			11

~~PUBLIC ACCOUNTING FIRM INFORMATION~~			12
~~ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016~~			12
~~Fees to Independent Registered Public Accountants for 2015 and 2014~~			12
~~Audit Committee’s Pre-approval Policies and Procedures~~			12
~~Report of the Audit Committee~~			13

~~EXECUTIVE COMPENSATION~~			15
~~Compensation Discussion and Analysis~~			15
~~A Note from the Belden Compensation Committee~~			15
~~I. Introduction~~			15
~~II. Executive Summary~~			16
~~III. 2015 Say-on-Pay Review~~			17
~~IV. Compensation Objectives and Elements~~			17
~~A. Objectives~~			17
~~B. Elements~~			18
~~C. Pay for Performance Philosophy~~			18
~~D. Compensation Design~~			19
~~V. 2015 Compensation Analysis~~			20
~~A. Base Salary Adjustments~~			20
~~B. Annual Cash Incentive Plan Awards~~			21
~~C. Performance-Based Equity Awards~~			25
~~VI. Compensation Policies and Other Considerations~~			26
~~Report of the Compensation Committee~~			28
~~Compensation and Risk~~			29
~~Compensation Tables~~			29
~~Summary Compensation Table~~			30
~~Grants of Plan-Based Awards~~			32
~~Outstanding Equity Awards at Fiscal Year-End~~			33


~~Option Exercises and Stock Vested~~		35
~~Pension Benefits~~		36
~~Nonqualified Deferred Compensation~~		36
~~Employment, Severance and Change-In-Control Arrangements~~		37
~~Potential Payments Upon Termination or Change-In-Control~~	��	38
~~ITEM III – ADVISORY VOTE ON EXECUTIVE COMPENSATION~~		41
~~ITEM IV – AMEND AND RESTATE THE BELDEN INC. 2011 LONG TERM INCENTIVE PLAN~~		42
~~Vote Required for Approval~~		42
~~Description of the Plan~~		43
~~Plan Share Limits~~		43
~~Overhang~~		43
~~Participant Award Limits~~		45
~~Plan Administration~~		45
~~Awards under the Plan~~		45
~~Dividend Equivalents~~		47
~~Termination of Employment~~		47
~~Treatment of Awards Upon a Change in Control~~		48
~~Treatment of Awards Upon Disposition of a Facility or Operating Unit~~		48
~~Amendment of Awards or the Plan and Adjustment of Awards~~		48
~~Additional Provisions~~		48
~~Nonemployee Director Awards~~		48
~~Termination~~		49
~~U.S. Federal Income Tax Consequences Under the Plan~~		49
~~Incorporation by Reference~~		50

~~OWNERSHIP INFORMATION~~		51
~~EQUITY COMPENSATION PLAN INFORMATION ON DECEMBER 31, 2015~~		51
~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~		51
~~STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~		52
~~Beneficial Ownership Table of Directors, Nominees and Executive Officers~~		52
~~Beneficial Ownership Table of Stockholders Owning More Than Five Percent~~		54

~~OTHER MATTERS~~		55
~~FREQUENTLY ASKED QUESTIONS~~		55
~~STOCKHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING~~		58

~~APPENDIX I – ANNUAL CASH INCENTIVE PLAN PERFORMANCE FACTORS~~		~~I-1~~

~~APPENDIX II – AMENDED AND RESTATED BELDEN INC. 2011 LONG TERM INCENTIVE PLAN~~		~~II-1~~


~~For questions~~
~~Regarding:~~	~~Contact:~~

~~Annual meeting or~~	~~Belden Investor Relations, 314-854-8054~~
~~Executive Compensation~~ ~~Questions~~

~~Stock ownership~~	~~American Stock Transfer & Trust Company~~
~~(Stockholders of Record)~~	~~http://www.amstock.com~~
	~~800-937-5449 (within the U.S. and Canada)~~	•	Free cash flow of $220 million.


Name of Director	Audit	Compensation	Finance	Nominating and Corporate Governance
David Aldrich⁽¹⁾		Chair
Lance C. Balk⁽²⁾		Member	Chair
Steven W. Berglund		Member
Judy L. Brown	Member		Member
Bryan C. Cressey⁽³⁾			Member	Member
Glenn Kalnasy		Member
Jonathan Klein⁽⁴⁾				Member
George Minnich	Chair
John M. Monter	Member			Chair
John Stroup
Meetings held in 2015	11	4	5	4


Description	As of December 31, 2015 ($)	As of May 1, 2016 ($)	Recipient(s)
Cash Components
Basic Retainer	73,000	75,000	All except Stroup
Audit Committee Chair	12,000	12,500	Minnich
Other Committee Chair	6,250	6,500	Aldrich, Balk and Monter
Audit Committee Service	6,250	6,500	Brown, Minnich and Monter
Multiple Committee Service	6,250	6,500	Balk, Brown, Cressey and Monter
Non-Executive Chair	40,000	41,750	Cressey
Equity Components
Restricted Stock Unit Grant	135,000	139,000	All except Stroup
Additional Grant for Non-Executive Chair	40,000	41,750	Cressey


Director	Fees Earned or Paid in Cash⁽¹⁾ ($)		Stock Awards⁽²⁾ ($)		Option Awards ($)		All Other Compensation⁽³⁾ ($)		Total ($)
David Aldrich		74,937		134,988		-		362		210,287
Lance C. Balk		84,667		134,988		-		12,876		232,531
Steven W. Berglund		72,334		134,988		-		695		208,017
Judy L. Brown		84,667		134,988		-		362		220,017
Bryan C. Cressey		118,117		175,003		-		470		293,590
Glenn Kalnasy		75,896		134,988		-		362		211,246
Jonathan Klein		30,417		132,400		-		-		162,817
George Minnich		90,334		134,988		-		362		225,684
John M. Monter		90,834		134,988		-		362		226,184


	2015		2014
Audit Fees	$	2,727,995	$	3,117,076
Audit-Related Fees		0		543,295
Tax Fees		536,464		789,319
All Other Fees		0		0
Total EY fees	$	3,264,459	$	4,449,690


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%


Date	Number of SARS	Market Price	Exercise Price	Pre-tax proceeds	Resulting shares	Value at 12/31/22
08/04/2022	5,392	$67.145	$50.01	$92,392	759	$54,572
08/04/2022	9,435	$67.145	$52.89	$134,496	1,106	$79,521


Page 40	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.Proxy Statement

			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)

Roel Vestjens	Pension Plan	—	—		—
	Excess Plan		—		—
Jeremy Parks	Pension Plan	12.4		205,092	—
	Excess Plan		—		—
Brian Anderson	Pension Plan	14.6		262,863	—
	Excess Plan			169,121	—
Ashish Chand	Pension Plan	—	—		—
	Excess Plan		—		—
Anshu Mehrotra	Pension Plan	—	—		—
	Excess Plan		—		—

	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)
Roel Vestjens		156,091		118,718		9,770		—		677,366
Jeremy Parks		68,131		43,252		1,174		—		112,557
Brian Anderson		152,222		40,141		5,982		—		414,280
Ashish Chand		68,103		52,728		1,701		—		141,935
Anshu Mehrotra		184,800		34,434		3,062		—		245,067

					Accelerated Vesting
			2022 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	($)		($)		($)		($)		($)		($)		($)

Roel Vestjens
Termination not for cause not in connection with a change in control		3,450,000		1,950,000		—		—		30,782		—		5,430,782
Termination not for cause by the Company or for good reason by the officer after a change in control		4,600,000		1,950,000		8,944,025		1,669,550		41,042		—		17,204,617
Death/Disability		—		1,950,000		8,944,025		1,669,550		—				12,563,575
Retirement		—		—		—		—		—		—		—
Jeremy Parks
Termination not for cause not in connection with a change in control		924,630		685,314		—		—		21,680		—		1,631,624
Termination not for cause by the Company or for good reason by the officer after a change in control		1,849,260		685,314		2,291,644		352,560		43,360		—		5,222,138
Death/Disability		—		685,314		2,291,644		352,560		—		—		3,329,518
Retirement		—				—		—		—		—		—
Brian Anderson
Termination not for cause not in connection with a change in control		830,280		615,384		—		—		23,275		—		1,468,939
Termination not for cause by the Company or for good reason by the officer after a change in control		1,660,560		615,384		2,874,701		294,675		46,550		—		5,491,870
Death/Disability		—		615,384		2,874,701		294,675		—		—		3,784,760
Retirement		—		—				—		—		—		—
Ashish Chand
Termination not for cause not in connection with a change in control		930,060		877,113		—		—		24,367		—		1,831,540
Termination not for cause by the Company or for good reason by the officer after a change in control		1,860,121		877,113		6,199,375		455,492		48,734		—		9,440,835
Death/Disability		—		877,113		6,199,375		455,492		—		—		7,531,980
Retirement		—		—		—		—		—		—		—
Anshu Mehrotra
Termination not for cause not in connection with a change in control		735,000		425,954		—		—		23,926		—		1,184,880
Termination not for cause by the Company or for good reason by the officer after a change in control		1,470,000		425,954		1,947,673		179,865		47,852		—		4,071,344
Death/Disability		—		425,954		1,947,673		179,865		—		—		2,553,492
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		-		-		-		-		-		-		-

Name	Number of Shares		Acquirable Within		Percent of Class
	Beneficially Owned^{(1)(2)(3)(4)(5)}		60 Days⁽⁶⁾		Outstanding⁽⁷⁾
David Aldrich		55,641		—	*
Brian Anderson		41,848		51,023	*
Lance Balk⁽⁸⁾		114,646		—	*
Steven W. Berglund		26,463		—	*
Diane D. Brink		18,783		—	*
Judy L. Brown		27,723		—	*
Nancy Calderon		6,210		—	*
Ashish Chand		72,842		37,650	*
Jonathan Klein		11,553		—	*
YY Lee⁽⁹⁾		—		—	*
Gregory McCray		5,155		—	*
Anshu Mehrotra		15,090		5,202	*
Jeremy Parks ⁽¹⁰⁾		26,730		10,194	*
Roel Vestjens		348		8,356	*
All directors and executive officers as a group (17 persons)		462,145		139,872	*