CABLE DESIGN TECHNOLOGIES CORPORATION RESTRICTED STOCK GRANT under the Supplemental Long-Term Performance Incentive Plan (the “Plan”)

Exhibit 10.23

Grantee: Xxxx X. Xxxxxx

Date of Grant: November 3, 2003

CABLE DESIGN TECHNOLOGIES CORPORATION

RESTRICTED STOCK GRANT

under the Supplemental Long-Term Performance Incentive Plan (the “Plan”)

This Agreement is entered into as of the date set forth above by and between Cable Design Technologies Corporation, a Delaware corporation (the “Company”), and the individual set forth above (the “Grantee”).

1. Grantee Bound by Plan. This grant is made under and pursuant to the Plan. A copy of the Plan has been provided to Grantee, which Plan is incorporated herein by reference and made a part hereof. Grantee hereby acknowledges receipt of a copy of the Plan and the Plan prospectus and agrees to be bound by all the terms and provisions thereof.

2. Restricted Stock Award. Subject to the terms and conditions hereof and the Plan, the Grantee is hereby granted 150,000 shares (the “Restricted Stock”) of the Company’s Common Stock, par value $.01 per share. Such Restricted Stock will be deemed issued on the date hereof, but held by the Company’s transfer agent or in escrow by the Company until the date on which the Restricted Stock vests (as described in paragraph 3), in each case (subject to restrictions on transfer as set forth in this Agreement. On or promptly following the date on which the Restricted Stock vests (as described in paragraph 3), the Grantee will receive such certificates representing shares of Restricted Stock.

The certificates representing the Restricted Stock shall be held by the Company or the Company’s transfer agent until such Restricted Stock is vested, at which time such certificates shall be delivered to the Grantee.

3. Vesting.

(a) Except as otherwise provided in paragraphs 3(b) and 3(c), the Restricted Stock will become vested (and free of restrictions under this Agreement) according to the following schedule:

Date of Vesting		Shares Vested (in addition to shares previously vested)
Vested Immediately (on date of this agreement)		54,000
December 10, 2003		24,000
December 10, 2004		24,000
December 10, 2005		24,000
December 10, 2006		24,000

(b) If the Grantee ceases to be an employee of the Company and its subsidiaries (including, without limitation, death, disability, termination with or without cause and resignation), any Restricted Stock that has not vested prior to the date of such termination shall be automatically forfeited (and shall not vest); provided that the terms of this clause (b) shall not apply if the Grantee is terminated in contemplation of, or in connection with, a Change of Control (defined in 3(c) below).

(c) The Restricted Stock shall vest 100% upon a Change of Control (defined in Exhibit A).

(d) The foregoing shall be subject to the power of the Committee (as defined in the plan) to waive the forfeiture requirements and restrictions in the event of disability or retirement as contemplated in Section 7(c) of the Plan.

(e) In the event that any of the Restricted Stock if forfeited, the Grantee grants to each officer of the Company (acting solely) the power of attorney to take such actions on his behalf to cause the certificates representing the Restricted Stock to be cancelled and returned to the Company’s transfer agent. Such power of attorney shall be without further action on behalf of the grantee.

4. Transferability. The right to receive Restricted Stock may not, prior to vesting of such Restricted Stock, be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by Grantee. Following the vesting of the Restricted Stock, the Grantee shall dispose of such stock only in accordance with applicable securities laws.

5. Adjustments. Appropriate adjustment (in number and kind) shall be made to the Restricted Stock to give effect to any stock dividends, stock splits, stock combinations, recapitalizations and other similar changes in the capital structure of the Company after the date hereof. Notwithstanding anything in this Agreement to the contrary, the Committee may take the foregoing actions without the consent of the Grantee, and the Committee’s determination shall be conclusive and binding on all persons for all purposes.

6. Tax. The payment of any taxes arising as a result of this grant shall be the responsibility of the Grantee. The Grantee shall pay to the Company or its designee on the date of vesting of Restricted Stock an amount determined by multiplying the (a) highest marginal state and federal tax rate applicable to the Grantee (the “Tax Rate”) times (b) the fair market value of the Restricted Stock vesting on such date for the purpose of satisfying the Company’s obligation to withhold federal, state, local or foreign income, employment or other taxes . In order to satisfy the condition of the preceding sentence, the Company shall withhold from the shares of Common Stock vesting on the relevant date (including the date hereof) a number of shares equal to the Tax Rate times the number of shares vesting (the “Withheld Shares”).

Grantee grants to each officer of the Company (acting solely) the power of attorney to take such actions on his behalf to cause the certificates representing the Withheld Shares to be cancelled and returned to the Company’s transfer agent. Such power of attorney shall be without further action on behalf of the grantee.

Grantee has sought his own tax advice regarding this grant, including, without limitation, advice on whether or not to file a Section 83(b) election.

7. Amendment or Substitution of Awards. The terms of this Agreement may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate (including, but not limited to, acceleration of the vesting provisions of the Restricted Stock in Paragraph 3); provided, however, that no such amendment shall adversely affect in a material manner any right of Grantee under this Agreement without Grantee’s written consent, unless the Committee determines in its sole discretion that there have occurred or are about to occur significant changes in Grantee’s position, duties or responsibilities, or significant changes in

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economic, legislative, regulatory, tax, accounting or cost/benefit conditions which are determined by the Committee in its sole discretion to have or to be expected to have a substantial effect on the performance of the Company, or any Subsidiary, affiliates, division, or department thereof, on the Plan or on this grant under the Plan. The Committee may, in its sole discretion, permit Grantee to surrender this grant in order to exercise or realize the rights under other awards under the Plan, or in exchange for the grant of new awards under the Plan, or require Grantee to surrender this grant as a condition precedent to the grant of new awards under the Plan.

8. Administration. Any action taken or decision made by the Company, the Board, or the Committee or its delegates arising out of or in connection with the construction, administration, interpretation or effect of the Plan or this Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on Grantee and all persons claiming under or through Grantee. By accepting this grant or other benefit under the Plan, Grantee and each person claiming under or through Grantee shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board or the Committee or its delegates.

9. Rights of Grantee.

(a) Neither this Agreement nor the Plan creates any employment rights in Grantee.

(b) Except as limited by this Agreement, Grantee would have all rights associates with the Restricted Stock until such time as any such shares are forfeited, including the right to vote such shares and to receive any dividends on such shares.

10. Notices. Any notice hereunder to the Company shall be addressed to: Cable Design Technologies Corporation, 0000 X. Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000, Attention: Corporate Secretary, and any notice hereunder to Grantee shall be addressed to Grantee at Grantee’s last address on the records of the Company, subject to the right of either party to designate at any time hereafter in writing some other address. Any notice shall be deemed to have been duly given when delivered personally or enclosed in a properly sealed envelope, addressed as set forth above, and deposited (with first class postage prepaid) in the United States mail.

11. Counterparts. This Agreement may be executed in one or several counterparts, each of which shall constitute one and the same instrument.

12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Grantee.

13. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

14. Delivery by Facsimile. This Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense.

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15. Governing Law. The validity, construction, interpretation, administration and effect of the Plan, and of its rules and regulations, and rights relating to the Plan and to this Agreement, shall be governed by the substantive laws, but not the choice of law rules, of the State of Delaware.

* * * * * *

IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the date first written above.

CABLE DESIGN TECHNOLOGIES CORPORATION at the direction of the Compensation Committee of the Board of Directors
By:		/s/    XXXXXXX X. XXXXX
		Xxxxxxx X. Xxxxx Vice President, General Counsel & Secretary
By:		/s/     XXXX X. XXXXXX
		Xxxx X. Xxxxxx

Pursuant to the approval by the Compensation Committee, all grants and dispositions pursuant to this restricted stock grant are intended to receive the protections of Rule 16b-3 under the Securities Exchange Act of 1934, and the Compensation Committee’s approval of this restricted stock grant constitutes the approval of issuances or dispositions of the Corporation’s stock, whether by virtue of withholding or otherwise, under this grant.

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Exhibit A

Definitions

“Change in Control” shall be deemed to have occurred if:

(a) any “person” or “group” (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities; or

(b) there shall be consummated any consolidation, merger, reorganization or acquisition involving the Company unless following such event (i) the individuals and entities who were the beneficial owners of the outstanding voting securities of the Company immediately prior to such event beneficially own, directly or indirectly, more than 66 2-3% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such event in substantially the same proportions as their ownership immediately prior to such event and (ii) at least 66 2-3% of the members of the board of directors of the corporation resulting from such event were members of the board of directors at the time of the initial consideration of, or any action of the board relating to, such event; or

(c) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (on a consolidated basis); or

(d) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation, contested election or substantial stock accumulation (a “Control Transaction”), the members of the Board immediately prior to the date the Company initiates, or is notified of, such Control Transaction (the “Incumbent Board”) shall thereafter cease to constitute at least 66 2-3% of the Board; provided, however, that for purposes of this clause (d) any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other th

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