Exhibit 10.03
GENERAL RELEASE OF ALL CLAIMS
1. Release by Executive ("Executive Release"). (a) In consideration of the
amount payable under the Separation Agreement ("Separation Agreement") between
Belden CDT Inc. (the "Company") and the undersigned, Richard K. Reece
("Executive") and other good and valuable consideration, Executive, on his own
behalf and on behalf of his heirs, executors, administrators, successors,
representatives and assigns, does herein unconditionally release, waive, and
fully discharge Company and its subsidiaries (including successors and assigns
thereof) and all of their respective past, present and future employees,
officers, directors, agents, affiliates, parents, predecessors, administrators,
representatives, attorneys, and shareholders, and employee benefit plans (all of
the above collectively, the "Executive Releasees"), from any and all legal
claims, liabilities, suits, causes of action (whether before a court or an
administrative agency), damages, costs, attorneys' fees, interest, injuries,
expenses, debts, or demands of any nature whatsoever, known or unknown,
liquidated or unliquidated, absolute or contingent, at law or in equity, which
were or could have been filed with any Federal, state, or local court, agency,
arbitrator or any other entity, based directly or indirectly on Executive's
employment with and separation from the Company or based on any other alleged
act or omission by or on behalf of the Company prior to Executive's signing this
Executive Release. Without limiting the generality of the foregoing terms, the
foregoing waiver and release specifically includes all claims based on the
terms, conditions, and privileges of employment, and those based on breach of
contract (express or implied), tort, harassment, intentional infliction of
emotional distress, defamation, negligence, privacy, employment discrimination,
retaliation, the Age Discrimination in Employment Act, as amended ("ADEA"),
Title VII of the Civil Rights Act of 1964, as amended, the National Labor
Relations Act, the Fair Labor Standards Act, the Americans with Disabilities Act
of 1990, the Family Medical Leave Act, Employee Retirement Income Security Act
of 1974, the Missouri Human Rights Act (R.S. MO Section 213.010 et seq.), as
amended, any federal, state or local fair employment, human rights wage and hour
laws and wage payment laws, and any and all other Federal, state, local or other
governmental statutes, laws, ordinances, regulations and orders, under common
law, and under any Company policy, procedure, bylaw or rule.
(b) Executive intends this Executive Release to be binding on his
successors, and Executive specifically agrees not to file or continue any claim
in respect of matters covered by the immediately preceding paragraph hereof.
Executive further agrees never to institute any suit, complaint, proceeding,
grievance or action of any kind at law, in equity, or otherwise in any court of
the United States or in any state, or in any administrative agency of the United
States or any state, county or municipality, or before any other tribunal,
public or private, against the Company arising from or relating to his
employment with or his termination of employment from the Company or any other
occurrences to the date of this Executive Release, other than a claim
challenging the validity of this Executive Release under ADEA. Executive may
bring a claim under ADEA to challenge the release under this Executive Release.
Nothing in this Executive Release is intended to reflect any party's belief that
Executive's waiver of claims under ADEA is invalid or unenforceable, it being
the interest of the parties that such claims are waived.
(c) The foregoing provisions of this Executive Release to the contrary
notwithstanding, the waiver and release hereunder shall not waive or release any
rights or claims:
(i) that Executive may have that arise after the date hereof and
shall not waive post-termination health-continuation insurance benefits
required by state or Federal law;
(ii) that Executive may have under the Separation Agreement;
(iii) any claim of indemnification under the Indemnification
Agreement between the Company and Executive, dated September 1, 2004, which
rights of indemnification survive in accordance with their terms; or
(iv) any rights to coverage under Directors and Officers
Liability and/or other Missouri policies for acts or omissions occurring
during Executive's employment.
(d) Executive further agrees that:
(i) Executive's waiver of rights under this Executive Release is
knowing and voluntary and in compliance with the Older Workers Benefit
Protection Act of 1990 ("OWBPA");
(ii) Executive understands the terms of this Executive Release;
(iii) The Company is hereby advising Executive in writing to
consult with an attorney prior to executing this Executive Release;
(iv) The Company is giving Executive a period of twenty-one (21)
days within which to consider this Executive Release;
(v) This Executive Release shall become effective and enforceable
only after the expiration of seven (7) days following its execution and
delivery by Executive to the Company and during such 7-day period Executive
may revoke this Executive Release by written notice delivered to the
Company. If no such revocation occurs, this Executive Release shall become
irrevocable in its entirety, and binding and enforceable against Executive,
on the day next following the day on which the foregoing 7-day period has
elapsed. To revoke this Executive Release, Executive shall deliver a
written statement of revocation to: Belden CDT Inc., 7701 Forsyth
Boulevard, Suite 800, St. Louis, Missouri 63105, Attn: Kevin L. Bloomfield,
Vice President, Secretary and General Counsel.
2. Counterparts. This Release may be executed in one or more counterparts,
each of which shall constitute an original for all purposes, and all of which
taken together shall constitute one and the same agreement.
/s/Richard K. Reece
-------------------
Richard K. Reece
BELDEN CDT, INC.
By:/s/Kevin L. Bloomfield
----------------------
Effective November 30, 2005
2