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EXHIBIT 10.1
GENERAL CABLE CORPORATION
Stock Loan Incentive Plan
1. PURPOSE. The purpose of the Stock Loan Incentive Plan (the "Plan") of
General Cable Corporation ("General Cable") is to facilitate the
purchase, by executive officers and key employees of General Cable and
its subsidiaries (collectively, the "Company"), of up to $6,125,000 in
market value of General Cable's common stock ("Aggregate
Subscription"). The aggregate open market purchase ("Aggregate
Purchase") will be made by a single agent selected by the Company (the
"Purchase Agent") over a period of time necessary for the Purchase
Agent to complete the purchase consistent with maintaining an orderly
market for the Company's common stock ("Purchase Period"). The
purchases facilitated by the Plan are intended to achieve the following
specific purposes:
a) more closely align financial rewards available to
executives and key employees with the financial
returns realized by the Company's shareholders;
b) increase motivation of executives and key employees
to manage the Company as owners; and
c) increase the percentage ownership of common stock by
executives and key employees of the Company.
2. ELIGIBILITY. To be eligible to participate in the Plan, an individual
("Eligible Participant") must be designated for participation by the
Compensation Committee of General Cable's Board of Directors in the
case of executive officers or the Chief Executive Officer of General
Cable in case of other participants ("Committee").
3. ADMINISTRATION. The Plan shall generally be administered by the
Committee. The Committee is authorized, subject to the provisions of
the Plan, to establish such rules and regulations as it deems necessary
for the proper administration of the Plan and to make such
determinations and interpretations and to take such action in
connection with the Plan and any Awards granted hereunder as it deems
necessary or advisable. All determinations and interpretations and to
take such action in connection with the Plan and any Awards granted
hereunder as it deems necessary or advisable including delegating
functions and administration. All determinations and interpretations
made by the Committee shall be binding and conclusive on all
participants and their legal representatives. No member of the Board,
no member of the Committee and no employee of the Company shall be
liable for any act or failure to act hereunder, except in circumstances
involving his or her bad faith, gross negligence or willful misconduct,
or for any act
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or failure to act hereunder by any other member or employee or by any
agent to whom duties in connection with the administration of this Plan
have been delegated. The Company shall indemnify members of the
Committee and any agent of the Committee who is an employee of the
Company, against any and all liabilities or expenses to which they may
be subjected by reason of any act or failure to act with respect to
their duties on behalf of the Plan, except in circumstances involving
such person's bad faith, gross negligence or willful misconduct.
4. PARTICIPATION.
A. Conditions. To become a Plan participant ("Participant"), an
Eligible Participant must satisfy the following requirements:
i) submit a completed, signed and irrevocable agreement
to acquire all or a portion (but no less than the
minimum dollar amount) of the Committee's designated
purchase opportunity applicable to each Eligible
Participant ("Initial Purchase Opportunity") no later
than a date and time specified by the Committee or
its designees;
ii) complete and sign all necessary agreements and other
documents relating to the Loan described in Section 5
below, and
iii) satisfy all other conditions of participation
specified in this Plan or by the Committee or its
designees.
Each of the agreements and other documents specified in
subsections (i), (ii) and (iii) and any other agreements
required to implement the Plan must be in such form and must
be submitted at such times and to such Company officers as
specified by the Committee or its designees. No Eligible
Participant is required to participate in the Plan.
B. Minimum/Maximum Purchase. Each Eligible Participant shall have
the opportunity to purchase between the minimum and maximum
aggregate common stock dollar amount as designated by the
Committee ("Purchase Option"). Eligible Participants may not
purchase less than the minimum dollar amount; however, if the
maximum aggregate of $6,125,000 is not subscribed for,
Eligible Participants may have the right, on a pro-rata basis
(but subject to final approval of the Committee in its sole
and absolute discretion), to purchase an aggregate common
stock dollar amount which exceeds the maximum amount specified
in that Eligible Participant's Purchase Option.
5. PAYMENT OF PURCHASE PRICE; RECEIPT OF SHARES. Individual Participants
shall inform the Company of the total dollar amount of the Company's
common stock
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such Participant elects to have purchased on his behalf ("Total
Purchase Amount"), such Total Purchase Amount to be no less or no
greater than the respective minimum or maximum dollar amounts specified
in the Participant's Purchase Option (unless subsequently adjusted by
the Committee due to an undersubscription or otherwise). The number of
shares of common stock received by a Participant shall be determined by
dividing a Participant's Total Purchase Amount by the weighted average
price of the Aggregate Purchase ("Average Purchase Price") during the
Purchase Period. All Participants shall receive their portion of the
Aggregate Purchase ("Purchased Shares") at identical share prices.
Each Participant must deliver in cash or a Promissory Note (on terms
and conditions specified in Section 5 hereof or as otherwise determined
by the Committee) an amount equal to the Total Purchase Amount. No
Purchased Shares will be issued to any Participant until General Cable
has received payment in full for all shares and no Participant will
have the right to borrow any funds from General Cable in excess of the
amount necessary to satisfy such Participant's obligations hereunder.
All payments must be made at the time, place and manner specified by
the Committee or its designees.
6. SHARE PURCHASE FINANCING.
A. Provision of Loan. To facilitate the transactions contemplated
hereby, General Cable has agreed to provide to each
Participant, on a full recourse, unsecured basis, 100% of the
funds necessary to fund the total Purchase Amount of the
Purchased Shares (the "Loan"). Each Participant must execute
all Loan and related documentation (in form and substance
satisfactory to the Committee). Each Participant is fully
obligated to repay General Cable all principal and interest
relating to the Loan as of the Acquisition Date (as defined).
B. Loan Terms. The term of the Loan shall be for a period of five
years from the Acquisition Date (subject to acceleration for a
Change in Control, and termination of employment (other than
due to Retirement or Disability)), or other event as
determined by the Committee), commencing on the date upon
which the Aggregate Purchase is completed by the Purchase
Agent (the "Acquisition Date"). Interest on the outstanding
Loan balance shall accrue at an annual rate of 5.12% (unless
increased to 15% due to the sale of any Purchased Shares, or
due to any Default as defined), commencing on the Acquisition
Date, but such interest shall not become payable until the
Loan becomes due and payable in accordance with its terms and
the terms hereof. All dividends on the Purchased Shares shall
be credited against, and deducted from, such final amount of
Loan
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principal, interest and fees due General Cable from
Participant for the Purchased Shares. A Participant shall have
the right to prepay the Loan, in part or in full, at any time
prior to the Loan Repayment Date.
C. If Participant sells any Purchased Shares and any amounts
remain due and payable to the Company pursuant to the Loan,
the interest rate shall increase to 15% until the balance of
the Loan and all interest due thereon is paid in full.
7. CUSTODIAN OF PURCHASED SHARES. Purchased Shares are at all times
subject to the restriction contained in Section 9. The Purchased Shares
will be held in Street name in a brokerage account maintained for that
purpose by the Purchase Agent.
8. STOCKHOLDER RIGHTS. The Purchased Shares shall be purchased by the
Purchase Agent in open market transactions. Participants shall have all
of the rights of a stockholder with respect to the Purchased Shares,
including the right to vote and the right to receive dividends or other
distributions on the common stock.
9. SALE RESTRICTIONS REGARDING PURCHASED SHARES. Each Participant is
permitted to sell all or any portion of the Purchased Shares, subject
to notifying the Secretary of General Cable in writing and complying
with applicable federal or state securities laws as determined by the
Company.
10. GAINS ON SALE OF PURCHASED SHARES. A Participant who either (x)
voluntarily terminates or (y) sells, pledges or otherwise disposes of
Purchased Shares prior to the third anniversary of the Exercise Date
shall pay to General Cable within seven (7) days of such disposition
50% of any "Sale Gain" which will be measured by the difference between
the sale price of the Purchased Shares and the Average Purchase Price
paid for the Purchased Shares by Participant; provided that no gain
shall be paid to General Cable pursuant to this Section in the event of
termination of employment pursuant to Sections 13 and 14 hereof, or in
connection with a Change in Control (as defined in the General Cable
Corporation 1997 Stock Incentive Plan).
11. REPAYMENT OF THE LOAN. Unless otherwise due earlier or forgiven in
accordance with the terms and provisions of this Plan, Participant must
repay the Loan and all interest accrued thereon no later than 5 years
from the Acquisition Date.
A. Failure to Repay Loan Principal or Interest. Any failure by
Participant to fully satisfy this repayment obligation will
result in a Default. In the event
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of a Default, the Company reserves the right to (a) enforce
its rights to compel repayment of the Loan and all interest
accrued thereon, (b) cancel all MRSU's granted to Participant
(such cancellation not to exceed the value of the
Participant's obligation to the Company hereunder), and (c)
increase the effective interest rate on the Loan to 15% per
annum, which may be applied retroactively to the Acquisition
Date. The Company will also be entitled to all of its out of
pocket costs and fees and expenses incurred in enforcing its
rights hereunder, including legal fees.
B. Forgiveness of Interest. In the event that each of the
following occurs:
(i) Participant has vested in the MRSUs,
(ii) General Cable achieves no less than 15% cumulative
year over year improvement in annualized operating
income for five years, and
(iii) the Loan is repaid and satisfied from and after
thirty-six (36) months,
all accrued and unpaid interest due on the Loan (net of
dividend payments received) or interest paid to Loan
repayment, as the case may be, shall be forgiven.
12. MATCHING RESTRICTED STOCK UNITS ("MRSU'S").
A. Grant of Matching Restricted Stock Units. Each Participant
shall be granted, as of the Acquisition Date, a number of
MRSU's equal to the number of Purchased Shares the Participant
has invested in at that date. The Company shall establish and
maintain for each Participant a matching account to which
MRSU's shall be credited under this Section ("Matching
Account").
B. Dividend Equivalents. No Participant shall be entitled to
receive any dividend equivalents with respect to the MRSU's as
long as the Loan (or any other amounts due the Company) remain
outstanding and unpaid. A Participant shall be entitled to
receive dividend equivalents in respect of MRSU's credited to
a Matching Account after the Loan has been satisfied.
C. Settlement. MRSU's not previously forfeited under Section
11(E) or accelerated hereunder, shall be settled as soon as
practicable after the fifth anniversary of the Acquisition
Date. The Committee may accelerate such settlement in other
circumstances deemed sufficient in its sole and
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absolute discretion. Such settlement shall be effected by
issuance and delivery, as promptly as practicable on or after
the settlement date, of one share of common stock for each
MRSU being settled. The Committee may, in its discretion, make
delivery of shares hereunder by depositing such shares into an
account maintained by or for the Participant (or of which the
Participant is a joint owner, with the Participant's consent).
If the Committee determines to settle MRSU's by making a
deposit of shares into such an account, the Company may settle
any fractional Unit by means of such deposit if practicable
under the terms of such account. In other circumstances or if
so determined by the Committee, the Company may instead pay
cash in lieu of delivery of a fractional share, on such basis
as the Committee may determine. In no event will the Company
in fact issue fractional shares. Upon such settlement, all
obligations of the Company in respect of such MRSU's shall be
terminated, and the shares so distributed shall not be subject
to any risk of forfeiture or restriction on transferability
imposed under the Plan.
D. Vesting. Purchased Shares vest in the MRSUs if (i) Participant
has been continuously employed for five years after the
Acquisition Date and (ii) Participant has owned all Purchased
Shares for three years from the Acquisition Date.
E. Forfeiture. Participant shall forfeit all MRSU's credited to
the Matching Account in the event that any of the following
shall occur:
(i) Participant is terminated by the Company (whether or
not for Cause), or Participant voluntarily terminates
his/her employment prior to five years from the
Acquisition Date;
(ii) Participant sells any of the Purchased Shares prior
to three years from the Acquisition Date; or
(iii) Participant fails to satisfy in full, for any reason
whatsoever, the obligation to repay the Loan and all
interest and fees related thereto.
13. DEATH. If, at any time while the Loan is outstanding, a Participant's
employment with the Company terminates solely because of the
Participant's death, the Participant (or the Participant's
representative in the case of Participant's death) may sell (i) all or
any portion of the Purchased Shares; and (ii) all or any portion of the
shares delivered in settlement of MRSU's. Upon Participant's death, his
or her Loan shall become due and payable. To the extent the value of
Purchased Shares and MRSU's are insufficient to satisfy the outstanding
balance of
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principal and interest (net of dividends) due to the Company with
respect to Participant's Loan, the Company shall be responsible for any
such loss.
14. DISABILITY/RETIREMENT. If Participant's employment terminates due to
Disability (as defined in Section 14(f) of the General Cable
Corporation 1997 Stock Incentive Plan) or Retirement (after reaching
60th birthday), Participant's rights under this Plan shall continue as
if Participant was still an active employee, provided that Participant
does not participate in any activities deemed harmful to General Cable,
including without limitation competing, directly or indirectly, against
the Company, disclosing confidential information pertaining to the
Company to any third party, soliciting or otherwise inducing employees
to terminate their employment, or making any desparaging remarks
regarding the Company, its business, affairs or employees, and
Participant's commitment with respect thereto is set forth in an
agreement acceptable to the Company.
15. CHANGE IN CONTROL. In the event of a Change in Control (as defined in
Section 13 of the General Cable Corporation 1997 Stock Incentive Plan),
the following provisions shall apply:
(i) the Loan (including all accrued interest thereon),
shall become payable immediately;
(ii) all Vesting requirements with respect to the MRSU's
shall be deemed to be satisfied;
(iii) all restrictions with respect to the Purchased Shares
and the MRSU's shall be of no further force and
effect;
(iv) to the extent the value of the original number of
Purchased Shares and MRSUs is insufficient to satisfy
the outstanding balance of principal and interest
(net of dividends) due to the Company with respect to
Participant's Loan, the Company shall be responsible
for any such loss.
16. ADJUSTMENTS TO COMMON STOCK. In the event that the Board determines
that any dividend or other distribution (whether in the form of cash,
common stock, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange
of common stock or other securities of the Company, issuance of
warrants or other rights to purchase common stock or other securities
of the Company, or other similar corporate transaction or event affects
the common stock such that an adjustment is determined by the Committee
to be appropriate to prevent dilution or enlargement of the benefits or
potential
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benefits intended to be made available under the Plan, then the
Committee may, in such manner as it may deem equitable, make such
adjustments and take such actions in respect of common stock hereunder
as it deems appropriate, desirable or necessary.
17. AMENDMENT. The Board of Directors reserves the right to amend or
terminate this Plan at any time, subject to any restrictions imposed by
state or federal law or any other plan maintained by the Company;
provided; however, that no such amendment or termination shall affect
any vested rights.
18. NO RIGHT TO CONTINUED EMPLOYMENT. The existence of the Plan and the
execution of an Election Form, and any actions undertaken thereunder,
shall not confer upon the Participant any right to continued employment
by the Company.
19. BINDING TERMS. The terms of the Plan and the Election Forms and the
decisions of the Committee, or its designee, shall be binding upon the
Company, its successors and assigns, and each Participant and his or
her heirs and legal representatives. Except as otherwise provided, the
Plan is governed solely by the provisions as stated herein.
20. TAXES. Participant shall be responsible to satisfy applicable federal,
state, local or other tax withholding requirements with respect to the
distribution of common stock and any taxes imposed on a Participant
shall be the sole responsibility of the Participant. Without limiting
the generality of the foregoing, if any contribution or payment under
the Plan obligates the Company to deduct or withhold an amount for
purposes of federal, state, local or other taxes, such obligation may
be satisfied by the remittance by the Participant of an amount in cash
or stock equal to the amount required to be deducted or withheld prior
to such contribution or payment, as determined by the Company in its
sole and absolute discretion.
21. GOVERNING LAW. This Plan, the rights granted hereunder, and actions
taken in connection herewith, shall be governed and construed in
accordance with the laws of the Commonwealth of Kentucky (without
regard to principles of conflicts of laws).
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