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Belden Inc. – ‘10-K’ for 12/31/11 – ‘EX-10.16’

On:  Wednesday, 2/29/12, at 9:31am ET   ·   For:  12/31/11   ·   Accession #:  1193125-12-87394   ·   File #:  1-12561

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/12  Belden Inc.                       10-K       12/31/11  134:16M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.35M 
 3: EX-10.16    Material Contract                                   HTML     42K 
 4: EX-10.34    Material Contract                                   HTML    109K 
 2: EX-10.9     Material Contract                                   HTML     33K 
 6: EX-21.1     Subsidiaries List                                   HTML     47K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     36K 
 8: EX-24.1     Power of Attorney                                   HTML     54K 
 5: EX-12.1     Statement re: Computation of Ratios                 HTML     48K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     37K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     37K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     33K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     33K 
91: R1          Document and Entity Information                     HTML     62K 
69: R2          Consolidated Balance Sheets                         HTML    140K 
86: R3          Consolidated Balance Sheets (Parenthetical)         HTML     57K 
95: R4          Consolidated Statements of Operations               HTML    168K 
122: R5          Consolidated Cash Flow Statements                   HTML    170K  
73: R6          Consolidated Stockholders' Equity Statements        HTML    113K 
85: R7          Consolidated Stockholders' Equity Statements        HTML     40K 
                (Parenthetical)                                                  
63: R8          Basis of Presentation                               HTML     46K 
52: R9          Summary of Significant Accounting Policies          HTML     69K 
124: R10         Acquisitions                                        HTML     91K  
97: R11         Discontinued Operations                             HTML     54K 
96: R12         Operating Segments and Geographic Information       HTML    148K 
104: R13         Equity Method Investment                            HTML     52K  
105: R14         Income (Loss) Per Share                             HTML     54K  
101: R15         Inventories                                         HTML     46K  
106: R16         Property, Plant and Equipment                       HTML     52K  
87: R17         Intangible Assets                                   HTML    104K 
92: R18         Accounts Payable and Accrued Liabilities            HTML     45K 
99: R19         Long-Term Debt and Other Borrowing Arrangements     HTML     63K 
133: R20         Derivatives and Hedging Activities                  HTML     45K  
115: R21         Income Taxes                                        HTML     96K  
79: R22         Pension and Other Postretirement Benefits           HTML    193K 
98: R23         Share-Based Compensation                            HTML     77K 
82: R24         Stockholder Rights Plan                             HTML     47K 
40: R25         Share Repurchases                                   HTML     36K 
116: R26         Operating Leases                                    HTML     42K  
129: R27         Market Concentrations and Risks                     HTML     46K  
57: R28         Contingent Liabilities                              HTML     39K 
56: R29         Supplemental Cash Flow Information                  HTML     42K 
61: R30         Quarterly Operating Results (Unaudited)             HTML    105K 
62: R31         Subsequent Event                                    HTML     35K 
64: R32         Supplemental Guarantor Information                  HTML    303K 
28: R33         Valuation and Qualifying Accounts                   HTML     64K 
113: R34         Summary of Significant Accounting Policies          HTML    197K  
                (Policies)                                                       
77: R35         Acquisitions (Tables)                               HTML     80K 
80: R36         Discontinued Operations (Tables)                    HTML     50K 
45: R37         Operating Segments and Geographic Information       HTML    155K 
                (Tables)                                                         
132: R38         Equity Method Investment (Tables)                   HTML     48K  
19: R39         Income (Loss) Per Share (Tables)                    HTML     50K 
66: R40         Inventories (Tables)                                HTML     44K 
120: R41         Property, Plant and Equipment (Tables)              HTML     46K  
42: R42         Intangible Assets (Tables)                          HTML    105K 
55: R43         Accounts Payable and Accrued Liabilities (Tables)   HTML     43K 
60: R44         Long-Term Debt and Other Borrowing Arrangements     HTML     63K 
                (Tables)                                                         
70: R45         Income Taxes (Tables)                               HTML     96K 
27: R46         Pension and Other Postretirement Benefits (Tables)  HTML    202K 
51: R47         Share-Based Compensation (Tables)                   HTML     80K 
22: R48         Operating Leases (Tables)                           HTML     40K 
118: R49         Market Concentrations and Risks (Tables)            HTML     41K  
41: R50         Supplemental Cash Flow Information (Tables)         HTML     40K 
114: R51         Quarterly Operating Results (Unaudited) (Tables)    HTML    102K  
46: R52         Supplemental Guarantor Information (Tables)         HTML    302K 
67: R53         Basis of Presentation (Details)                     HTML     34K 
21: R54         Summary of Significant Accounting Policies          HTML     91K 
                (Details)                                                        
24: R55         Acquisitions (Details)                              HTML     78K 
59: R56         Acquisitions (Details 1)                            HTML     57K 
32: R57         Acquisitions (Details Textual)                      HTML     72K 
125: R58         Discontinued Operations (Details)                   HTML     44K  
75: R59         Discontinued Operations (Details Textual)           HTML     64K 
102: R60         Operating Segments and Geographic Information       HTML     84K  
                (Details)                                                        
50: R61         Operating Segments and Geographic Information       HTML     80K 
                (Details 1)                                                      
53: R62         Operating Segments and Geographic Information       HTML     43K 
                (Details 2)                                                      
111: R63         Operating Segments and Geographic Information       HTML     44K  
                (Details 3)                                                      
107: R64         Operating Segments and Geographic Information       HTML     56K  
                (Details 4)                                                      
78: R65         Operating Segments and Geographic Information       HTML     42K 
                (Details Textual)                                                
109: R66         Equity Method Investment (Details)                  HTML     79K  
47: R67         Equity Method Investment (Details Textual)          HTML     48K 
83: R68         Income (Loss) Per Share (Details)                   HTML     84K 
128: R69         Inventories (Details)                               HTML     56K  
23: R70         Property, Plant and Equipment (Details)             HTML     57K 
39: R71         Property, Plant and Equipment (Details Textual)     HTML     87K 
68: R72         Intangible Assets (Details)                         HTML     73K 
30: R73         Intangible Assets (Details 1)                       HTML     52K 
131: R74         Intangible Assets (Details 2)                       HTML     52K  
43: R75         Intangible Assets (Details Textual)                 HTML     57K 
34: R76         Accounts Payable and Accrued Liabilities (Details)  HTML     52K 
38: R77         Accounts Payable and Accrued Liabilities (Details   HTML     52K 
                Textual)                                                         
25: R78         Long-Term Debt and Other Borrowing Arrangements     HTML     45K 
                (Details)                                                        
29: R79         Long-Term Debt and Other Borrowing Arrangements     HTML     42K 
                (Details 1)                                                      
93: R80         Long-Term Debt and Other Borrowing Arrangements     HTML     55K 
                (Details 2)                                                      
36: R81         Long-Term Debt and Other Borrowing Arrangements     HTML    101K 
                (Details Textual)                                                
126: R82         Derivatives and Hedging Activities (Details)        HTML     38K  
65: R83         Income Taxes (Details)                              HTML     89K 
100: R84         Income Taxes (Details 1)                            HTML     58K  
108: R85         Income Taxes (Details 2)                            HTML     60K  
35: R86         Income Taxes (Details 3)                            HTML     49K 
37: R87         Income Taxes (Details Textual)                      HTML     95K 
123: R88         Pension and Other Postretirement Benefits           HTML    131K  
                (Details)                                                        
31: R89         Pension and Other Postretirement Benefits (Details  HTML     61K 
                1)                                                               
94: R90         Pension and Other Postretirement Benefits (Details  HTML     64K 
                2)                                                               
90: R91         Pension and Other Postretirement Benefits (Details  HTML     45K 
                3)                                                               
112: R92         Pension and Other Postretirement Benefits (Details  HTML     64K  
                4)                                                               
89: R93         Pension and Other Postretirement Benefits (Details  HTML     79K 
                5)                                                               
74: R94         Pension and Other Postretirement Benefits (Details  HTML     92K 
                6)                                                               
117: R95         Pension and Other Postretirement Benefits (Details  HTML     82K  
                Textual)                                                         
71: R96         Share-Based Compensation (Details)                  HTML     41K 
44: R97         Share-Based Compensation (Details 1)                HTML     67K 
81: R98         Share-Based Compensation (Details 2)                HTML    132K 
76: R99         Share-Based Compensation (Details Textual)          HTML     51K 
58: R100        Stockholder Rights Plan (Details)                   HTML     47K 
134: R101        Share Repurchases (Details)                         HTML     44K  
110: R102        Operating Leases (Details)                          HTML     60K  
88: R103        Operating Leases (Details Textual)                  HTML     35K 
26: R104        Market Concentrations and Risks (Details)           HTML     38K 
119: R105        Market Concentrations and Risks (Details Textual)   HTML     64K  
127: R106        Contingent Liabilities (Details)                    HTML     37K  
121: R107        Supplemental Cash Flow Information (Details)        HTML     43K  
84: R108        Quarterly Operating Results (Unaudited) (Details)   HTML    123K 
33: R109        Supplemental Guarantor Information (Details)        HTML    146K 
103: R110        Supplemental Guarantor Information (Details 1)      HTML    150K  
48: R111        Supplemental Guarantor Information (Details 2)      HTML    116K 
20: R112        Supplemental Guarantor Information (Details         HTML     48K 
                Textual)                                                         
72: R113        Valuation and Qualifying Accounts (Details)         HTML     57K 
130: XML         IDEA XML File -- Filing Summary                      XML    194K  
54: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.82M 
13: EX-101.INS  XBRL Instance -- bdc-20111231                        XML   3.80M 
15: EX-101.CAL  XBRL Calculations -- bdc-20111231_cal                XML    375K 
16: EX-101.DEF  XBRL Definitions -- bdc-20111231_def                 XML   1.11M 
17: EX-101.LAB  XBRL Labels -- bdc-20111231_lab                      XML   1.98M 
18: EX-101.PRE  XBRL Presentations -- bdc-20111231_pre               XML   1.63M 
14: EX-101.SCH  XBRL Schema -- bdc-20111231                          XSD    265K 
49: ZIP         XBRL Zipped Folder -- 0001193125-12-087394-xbrl      Zip    281K 


‘EX-10.16’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.16  

EXHIBIT 10.16

Belden Inc.

Annual Cash Incentive Plan

(Revised November 15, 2011)

Objective and Eligibility

The Belden Inc. Annual Cash Incentive Plan (the “Plan”) is designed to (1) attract, motivate and retain key talent, (2) reward participants for individual and company performance and (3) align management and shareholder interests.

Eligibility

Participation in the Plan is limited to active, full-time exempt employees of the Company and its subsidiaries, who fall within certain salary grades, provided that they are not a covered participant in another annual cash incentive plan and they have been approved for inclusion in the Plan by the Company’s CEO. New hires and associates who have been promoted, transferred or reclassified into a covered position during the Plan year will be eligible to participate on a prorated basis based on the number of months of Plan eligibility. An individual must be hired, promoted, transferred or reclassified on or before the 15th day of the calendar month to receive credit for that month.

Participants who are transferred to disability status will be paid according to Belden’s short- and/or long-term disability plan and are ineligible for incentive earnings during the period of disability. Participants who are on an approved leave of absence are not entitled to earn performance credit during the period of the leave.

Award Amounts

Award levels will be calculated as a percent (which may exceed 100%) of salary. For purposes of the incentive calculation, each employee’s base salary as of a certain date will be used. In the case of promotions and associated salary increases, the payment will be prorated. For the CEO and the other most highly paid officers of the Company and its subsidiaries who are “covered employees” as defined in Section 162(m) of the Internal Revenue Code (the “Highly Compensated Participants”), payment of the award shall be based solely on the attainment of performance goals as provided below. For all other Plan participants, discretion may be used to adjust award payments that would otherwise result from the attainment of the performance goals based on individual participant performance, as determined by the Compensation Committee of the Company’s Board of Directors (the “Committee”).

Performance Goals

Performance goals, including their measures and weights, shall be established periodically by the Committee. Performance criteria used by the Committee to establish performance goals shall include one or any combination of the following, which may be measured on either a relative or absolute basis with respect to the Company or one or


more of its subsidiaries or business units: (i) return on equity, assets, capital or investment; (ii) measures of profitability, including operating income, net income from continuing operations, net income, or pre-tax or after-tax earnings per share; (iii) the control or reduction in the level of working capital; (iv) economic value added; (v) revenues or sales; (vi) EBITDA; (vii) EBITDA margin; (viii) operating margin; (ix) cash flow or similar measure; (x) total shareholder return; (xi) change in the market price of the Common Stock; or (xii) market share. The performance goals established by the Committee for each award will specify achievement targets with respect to each applicable performance criterion (including a threshold level of performance below which no amount will become payable with respect to such award). The performance goals established by the Committee may be (but need not be) different for each performance period.

For Highly Compensated Participants, the Committee shall determine whether the performance goals have been met. For any award, the Committee may provide in the original terms of an award that any determination of such financial performance may include or exclude the impact of the occurrence of one or more of the following events during the performance period (“Unusual Events”): asset write-downs; gain or loss on the sale or disposal of businesses or significant assets; the effect of changes in tax laws, accounting principles or policies, or other laws or provisions affecting reported results; reorganization or restructuring programs; extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 or in the MD&A of the Company’s quarterly reports or annual report to shareholders; the effect of acquisitions, mergers, joint ventures or divestitures; plant start-up costs; costs associated with plant or other facility shutdowns; stock compensation expenses; or costs associated with executive succession (including severance). Payment shall be made with respect to an award to a Highly Compensated Participant only after the attainment of the applicable performance goals has been certified in writing by the Committee. The Committee may, at its sole discretion, reduce the amount otherwise payable under the original terms of an outstanding award to a Highly Compensated Participant, but shall have no discretion to increase the amount otherwise payable.

For all Plan participants other than Highly Compensated Participants, the Committee shall in its discretion determine whether the performance goals have been met, including whether to include or exclude any Unusual Events.

All determinations by the Committee shall be final and binding on all participants.

The amount of any award to any participant under the Plan shall in no event exceed the lesser of (i) three times target performance or (ii) $5 million (five million dollars) per Plan year.

Plan Year

January 1 through December 31.


Payment Date

Awards will be paid prior to the end of the first quarter of the year following the Plan year except in the absence of information required to report or calculate payment. Unless otherwise determined by the Committee in its discretion with respect to participants other than Highly Compensated Participants, participants must be on the payroll on the payment date to receive the incentive award, provided that any participant who retires or who is terminated by the Company without cause after December 31 of the Plan year but before the payment date shall be entitled to payment. To meet the requirements of the Internal Revenue Code Section 409A, all awards shall be paid no later than two and one-half (2 1/2) months after the end of the year in which the participant becomes vested in the right to receive the award.

Benefits and Tax Treatment

Award payments are subject to normal payroll taxes and withholding. Eligibility for inclusion in pension contributions varies by country and pension plan design provisions. Consult your local human resources department for questions on this matter.

Administration

The Annual Cash Incentive Plan will be overseen by the President & CEO, the Vice President of Human Resources, and the Chief Financial Officer. They, in turn, will report to the Committee.

Subject to the above provisions of this Plan, these individuals are responsible for:

 

   

Plan interpretation;

 

   

Examination of extraordinary circumstances;

 

   

Approval of performance standards (i.e. goals, payouts, etc.); and

 

   

Review and approval of performance achievement levels and awards

Issues concerning plan administration will be first taken up with the Vice President of Human Resources; next level of review will be the CEO.

Claims/Rights

This Plan shall not be construed as an employment contract with Belden Inc. or any affiliate nor is it a guarantee of compensation or benefits. This Plan may be suspended, modified, revoked or terminated in its entirety, or any portion thereof, at any time for any reason and without notice, by the Company.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/29/124
For Period end:12/31/11ARS
11/15/11
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/03/13  SEC                               UPLOAD9/28/17    1:72K  Belden Inc.
11/16/12  SEC                               UPLOAD9/28/17    1:201K Belden Inc.
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Filing Submission 0001193125-12-087394   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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