Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of December 1, 2008 (executed by Belden Inc. (the "Company") on
December 19, 2008), Gray Benoist, the Vice President and Chief Financial Officer
of the Company, has entered into an Amended and Restated Executive Employment
Agreement (the "Benoist Amended Agreement") with the Company. The Benoist
Amended Agreement amends and restates Mr. Benoist's original Executive
Employment Agreement, dated August 24, 2006. The amendments to Mr. Benoist's
original Executive Employment Agreement are primarily designed to conform such
agreement to the requirements of Section 409A of the Internal Revenue Code of
1986, as amended, and the final Treasury Regulations related thereto. The
Benoist Amended Agreement also confirms Mr. Benoist's annual base salary of
$400,000 as of December 1, 2008. The Benoist Amended Agreement is included in
this Form 8-K as Exhibit 10.1 and is incorporated herein by reference; it should
be read in its entirety for a complete description of Mr. Benoist's employment
terms.
Effective as of December 1, 2008 (executed by the Company on December 19,
2008), Kevin Bloomfield, the Vice President, Secretary and General Counsel of
the Company, has entered into an Amended and Restated Executive Employment
Agreement (the "Bloomfield Amended Agreement") with the Company. The Bloomfield
Amended Agreement amends and restates Mr. Bloomfield's prior Executive
Employment Agreement dated July 23, 2007. The amendments to Mr. Bloomfield's
prior Executive Employment Agreement are primarily designed to conform such
agreement to the requirements of Section 409A of the Internal Revenue Code of
1986, as amended, and the final Treasury Regulations related thereto. The
Bloomfield Amended Agreement also confirms Mr. Bloomfield's annual base salary
of $310,000 as of December 1, 2008. The Bloomfield Amended Agreement is included
in this Form 8-K as Exhibit 10.2 and is incorporated herein by reference; it
should be read in its entirety for a complete description of Mr. Bloomfield's
employment terms.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
10.1 Amended and Restated Executive Employment Agreement
10.2 Amended and Restated Executive Employment Agreement