Stock Ownership Guidelines

General Cable Corporation
Stock Ownership Guidelines
(Adopted March 28, 2005)
(Revised December 14, 2010)


Consistent with its compensation philosophy and the principle of aligning the interests of executive officers and nonemployee directors’ of General Cable Corporation (the “Corporation”) with the interests of its stockholders, the Board of Directors Corporation adopted the following stock ownership guidelines for its executive officers and nonemployee directors


Executive Officers


Within five (5) years of the later of December 2005 or the appointment to their position, the Corporation’s executive officers are required to have a stock ownership position in the Corporation in an amount no less than the multiple of their base salary set forth below:

Executive

 

Ownership Multiple of Base
Salary

Chief Executive Officer

 

6 times

Chief Financial Officer

 

3 times

Executive Vice President

 

3 times


Nonemployee Directors


Within five (5) years of the later of December 2005 or the appointment to the Board of Directors, each of the Corporation’s nonemployee directors is required to have a stock ownership position in the Corporation in an amount no less than five times their annual cash retainer for their director service. 


Stock Considered


For purposes of these requirements, the shares that are counted for purposes of satisfying ownership requirements are shares directly owned, vested and unvested shares of restricted common stock and restricted stock units, and shares held in General Cable’s Deferred Compensation Plan. Options to purchase the Corporation’s common stock are not considered for satisfying these ownership requirements. 


Compliance Measurement Dates


The foregoing stock ownership requirements will be measured annually on the last day of the calendar year unless the Board of Directors of the Corporation determines otherwise. For purposes of the measurement, the individual’s stock ownership holdings shall be valued based on the average daily close price of the Corporation’s common stock during the prior thirty-six (36) full calendar months.


Compliance with Stock Ownership Requirements


Failure to reach the target ownership amounts in the time allotted or to make progress towards such levels may be taken into account in evaluating the individual executive’s commitment to a continuing relationship with the Corporation. The Corporation’s incentive compensation programs are designed to provide the individuals named above with an opportunity to redeploy certain amounts of the compensation benefits they have received, and expect to receive, into Corporation equity. Nonetheless, there may be extenuating facts and circumstances that will require the Board of Directors to use its judgment to override the specifics of these requirements for executive officers and Nonemployee Directors. However, this must be done on a case-by-case basis in order to allow for fair application of the requirements.