10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2003

Commission File No. 0-22724

CABLE DESIGN TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	36-3601505
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1901 North Roselle Road

Schaumburg, IL 60195

(Address of principal executive offices)

(847) 230-1900

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x No ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at 12/10/03
Common Stock, $.01 Par Value	41,984,614

CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements
	Review Report of Independent Accountants	2
	Condensed Consolidated Statements of Operations - Unaudited for the Three Months Ended October 31, 2003 and 2002	3
	Condensed Consolidated Balance Sheets - Unaudited as of October 31, 2003 and July 31, 2003	4
	Condensed Consolidated Statements of Cash Flows - Unaudited for the Three Months Ended October 31, 2003 and 2002	5
	Notes to Condensed Consolidated Financial Statements - Unaudited	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4	Controls and Procedures	16
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	16
Item 2	Changes in Securities and Use of Proceeds	16
Item 3	Defaults upon Senior Securities	16
Item 4	Submission of Matters to a Vote of Security Holders	16
Item 5	Other Information	16
Item 6	Exhibits and Reports on Form 8-K	17
Signatures		20

1

INDEPENDENT ACCOUNTANTS’ REPORT

To the Board of Directors and Stockholders of Cable Design Technologies Corporation and subsidiaries:

We have reviewed the accompanying condensed consolidated balance sheet of Cable Design Technologies Corporation and subsidiaries as of October 31, 2003, and the related condensed consolidated statements of operations and of cash flows for the three-month periods ended October 31, 2003 and 2002. These interim financial statements are the responsibility of the Corporation’s management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Cable Design Technologies Corporation and subsidiaries as of July 31, 2003, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated October 27, 2003 (which contains an explanatory paragraph related to the adoption of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets”), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of July 31, 2003 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania

December 10, 2003

2

CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – UNAUDITED

(In thousands, except share and per share data)

	Three months ended October 31,
	2003			2002
Net sales	$	130,648		$	121,041
Cost of sales		99,758			93,348
Gross profit		30,890			27,693
Selling, general and administrative expenses		23,770			23,451
Research and development expenses		1,105			1,049
Business restructuring expense, net		—			7,072
Income (loss) from operations		6,015			(3,879	)
Interest expense, net		1,264			1,640
Other (income) expense, net		(128	)		269
Income (loss) from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle		4,879			(5,788	)
Income tax provision (benefit)		1,878			(2,301	)
Minority interest in earnings of subsidiaries, net		254			88
Net income (loss) from continuing operations before cumulative effect of accounting change		2,747			(3,575	)
Discontinued operations:
Loss from discontinued operations, net of tax benefit of $293 for the three months ended October 31, 2002		—			(636	)
Loss on sale of business, net of tax benefit of $12,676 for the three months ended October 31, 2002		—			(32,008	)
Net loss from discontinued operations		—			(32,644	)
Cumulative effect of change in accounting principle, net of tax benefit		—			(35,723	)
Net income (loss)	$	2,747		$	(71,942	)
Basic earnings (loss) per common share:
Continuing operations before cumulative effect of accounting change	$	0.07		$	(0.08	)
Discontinued operations		—			(0.73	)
Cumulative effect of accounting change		—			(0.80	)
	$	0.07		$	(1.61	)
Diluted earnings (loss) per common share:
Continuing operations before cumulative effect of accounting change	$	0.07		$	(0.08	)
Discontinued operations		—			(0.73	)
Cumulative effect of accounting change		—			(0.80	)
	$	0.07		$	(1.61	)
Basic weighted average common shares outstanding		41,501,168			44,528,305
Diluted weighted average common shares outstanding		53,824,700			44,528,305

The accompanying notes are an integral part of these statements.

3

CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS – UNAUDITED

(In thousands, except share and per share data)

	October 31, 2003			July 31, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	37,790		$	32,701
Trade accounts receivable, net of allowance for uncollectible accounts of $6,068 and $6,149, respectively		80,485			79,121
Inventories		116,218			111,589
Other current assets		31,952			30,225
Assets held for sale		6,769			6,648
Total current assets		273,214			260,284
Property, plant and equipment, net		207,949			204,738
Goodwill, net		11,020			10,980
Intangible assets, net		3,562			3,740
Other assets		13,364			13,211
Total assets	$	509,109		$	492,953
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	1,956		$	1,960
Other current liabilities		73,527			70,299
Liabilities held for sale		965			892
Total current liabilities		76,448			73,151
Long-term debt, excluding current maturities		112,337			112,730
Other non-current liabilities		24,142			24,168
Total liabilities		212,927			210,049
Minority interest in subsidiaries		7,532			7,027
Stockholders’ equity:
Preferred stock, par value $.01 per share – authorized 1,000,000 shares, no shares issued		—			—
Common stock, par value $.01 per share – authorized 100,000,000 shares, 48,575,687 and 48,436,803 shares issued, respectively		486			484
Paid-in capital		203,684			202,544
Deferred compensation		(701	)		(727	)
Retained earnings		141,225			138,478
Treasury stock, at cost, 6,761,315 shares		(65,159	)		(65,188	)
Accumulated other comprehensive income		9,115			286
Total stockholders’ equity		288,650			275,877
Total liabilities and stockholders’ equity	$	509,109		$	492,953

The accompanying notes are an integral part of these statements.

4

CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED

(In thousands)

	Three Months Ended October 31,
	2003			2002
Cash flow from operating activities:
Net income (loss)	$	2,747		$	(71,942	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		4,753			5,881
Asset impairment charges		148			1,917
Loss on disposal of assets		21			44,768
Cumulative effect of change in accounting principle		—			52,480
Deferred income taxes		(53	)		(30,585	)
Other non-cash expenses, net		217			54
Changes in assets and liabilities:
Accounts receivable		759			7,135
Inventories		(1,962	)		401
Accounts payable and accrued expenses		602			4,785
Other assets and liabilities, net		(1,851	)		(1,233	)
Net cash provided by operating activities		5,381			13,661
Cash flow from investing activities:
Purchases of property, plant and equipment		(1,631	)		(1,025	)
Proceeds from sale of assets		13			—
Proceeds from sale of discontinued operations		—			9,555
Net cash (used) provided by investing activities		(1,618	)		8,530
Cash flow from financing activities:
Funds provided by long-term debt		28			1,592
Funds used to reduce long-term debt		(566	)		(30,617	)
Proceeds from issuance of common stock		143			—
Net proceeds from exercise of stock options		837			—
Net cash provided (used) by financing activities		442			(29,025	)
Effect of exchange rate changes on cash and cash equivalents		884			(37	)
Net increase (decrease) in cash and cash equivalents		5,089			(6,871	)
Cash and cash equivalents, beginning of period		32,701			16,754
Cash and cash equivalents, end of period	$	37,790		$	9,883
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	66		$	2,005
Income taxes	$	1,449		$	1,124

The accompanying notes are an integral part of these statements.

5

CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

1. BASIS OF PRESENTATION

The condensed consolidated financial statements presented herein are unaudited. Certain information and footnote disclosures normally prepared in accordance with accounting principles generally accepted in the United States of America have been either condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Although the registrant believes that all adjustments necessary for a fair presentation have been made, interim period results are not necessarily indicative of the results of operations for a full year. As such, these financial statements should be read in conjunction with the financial statements and notes thereto included in the registrant’s most recent Form 10-K which was filed for the fiscal year ended July 31, 2003.

Certain reclassifications have been made to the prior year statements to conform with the current year presentation.

2. SIGNIFICANT ACCOUNTING POLICIES

Shipping and Handling

Amounts billed to customers for shipping and handling costs are included in net sales in the accompanying consolidated statements of operations. Shipping and handling costs incurred by the Company for the delivery of goods to customers are included in cost of sales.

Stock-Based Compensation

The Company maintains various stock benefit plans that provide for the grant of stock options, restricted stock and other types of incentive awards to employees and other key individuals. Stock options generally are granted at fair market value at the date of grant. Options vest over periods ranging from three to five years, and have a maximum option term of ten years from the date of grant. We measure compensation expense for our stock-based employee compensation plans using the intrinsic value method prescribed by Accounting Principles Board (“APB”) Opinion 25, Accounting for Stock Issued to Employees. Costs associated with restricted stock grants are amortized to expense over the vesting period. Stock-based compensation expense, net of tax, recognized by the Company related to stock awards and option grants was less than $0.1 million in each of the three-month periods ended October 31, 2003 and 2002. The following table illustrates the effect on net (loss) income and net (loss) earnings per common share if the Company had applied the fair value recognition provisions of SFAS 123, Accounting for Stock-Based Compensation for all stock-based awards:

	Three Months Ended October 31,
	2003		2002
	(In thousands, except for per share data)
Reported net income (loss)	$	2,747	$	(71,942	)
Incremental compensation cost determined under the fair value method, net of tax		617		624
Pro forma net income (loss)	$	2,130	$	(72,566	)
Basic earnings (loss) per share:
As reported	$	0.07	$	(1.61	)
Pro forma	$	0.05	$	(1.63	)
Diluted earnings (loss) per share:
As reported	$	0.07	$	(1.61	)
Pro forma	$	0.04	$	(1.63	)

6

3. INVENTORIES

Inventories, net of reserves of $21.6 million and $24.4 million as of October 31, 2003 and July 31, 2003, respectively, of the Company consist of the following:

	October 31, 2003		July 31, 2003
	(In thousands)
Raw materials	$	36,804	$	34,780
Work-in-process		24,006		24,023
Finished goods		55,408		52,786
	$	116,218	$	111,589

4. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill attributable to each business segment for the three months ended October 31, 2003 was as follows:

	Network Communication Segment			Specialty Electronic Segment		Total
	(In thousands)
Balance, July 31, 2003	$	3,073		$	7,907	$	10,980
Goodwill impairment		(148	)		—		(148	)
Currency translation		94			94		188
Balance, October 31, 2003	$	3,019		$	8,001	$	11,020

Currently the Company performs its annual goodwill impairment review during the first fiscal quarter. This annual review resulted in an impairment charge of $0.1 million, net of tax, which is included in “Selling, general and administrative expenses” in the accompanying consolidated statement of operations for the three months ended October 31, 2003.

The gross carrying amount and accumulated amortization of the Company’s other identifiable intangible assets as of

October 31, 2003 and July 31, 2003 are as follows:

	October 31, 2003							July 31, 2003
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
	(In thousands)
Finite-lived intangible assets:
Patents	$	5,235	$	(3,779	)	$	1,456	$	5,136	$	(3,536	)	$	1,600
Other		1,761		(1,690	)		71		1,743		(1,638	)		105
	$	6,996	$	(5,469	)	$	1,527	$	6,879	$	(5,174	)	$	1,705
Indefinite-lived intangible assets:
Tradenames and trademarks						$	2,035						$	2,035
Total intangible assets, net						$	3,562						$	3,740

The change in the gross carrying amount of finite-lived intangible assets was due to the effect of currency translation. The estimated useful lives of the Company’s identifiable intangible assets with finite lives range from two to ten years. Aggregate amortization expense related to these intangible assets was $0.2 million and $0.3 million for the three-month periods ended October 31, 2003 and 2002, respectively. At October 31, 2003, estimated future amortization expense of intangible assets is as follows: $0.5 million for the remaining nine months of fiscal 2004 and $0.6 million, $0.2 million, and $0.2 million in fiscal 2005, 2006, and 2007, respectively. There is no amortization expense estimated for either fiscal 2008 or 2009 as the Company’s intangible assets are expected to be fully amortized.

7

The Company performed the annual impairment review of its indefinite-lived intangible assets as of August 1, 2003 by comparing the fair value of each asset to its carrying value. Fair value was estimated by using the relief from royalty method (a discounted cash flow methodology). Based on these tests, the Company concluded that none of its tradenames or trademarks was impaired.

5. FINANCING ARRANGEMENTS

On July 8, 2003, the Company issued $110.0 million aggregate principal amount of unsecured subordinated notes. The notes are convertible into shares of our common stock, at an initial conversion price of $9.0345 per share, upon the occurrence of certain events. The conversion price is subject to adjustment under certain circumstances. Holders may surrender their notes for conversion upon satisfaction of any of the following conditions: the closing sale price of our common stock is at least 110% of the conversion price for a minimum of 20 days in the 30 trading day period ending on the trading day prior to the date of surrender; the senior implied rating assigned to the Company by Moody’s Investors Service, Inc. is downgraded to B2 or below and the corporate credit rating assigned to the Company by Standard & Poor’s is downgraded to B or below; if the Company has called the debentures for redemption; or upon the occurrence of specified corporate transactions, as specified in the Indenture. Interest of 4.0% is payable semi-annually in arrears, commencing January 15, 2004. The notes mature July 15, 2023, if not previously redeemed. The Company may redeem some or all of the notes on or after July 21, 2008 at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest up to the redemption date. Holders may require us to purchase all or part of their notes on July 15, 2008, July 15, 2013 or July 15, 2018 at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest up to the redemption date, in which case the purchase price may be paid in cash, shares of our common stock or a combination of cash and our common stock, at our option. The proceeds from the issuance of the notes were used to reduce all borrowings under the Company’s $150.0 million U.S. credit facility, including amounts outstanding under its $65.0 million revolving Canadian facility that was supported by a letter of credit under the U.S. facility. The U.S. facility was terminated on August 11, 2003, except with respect to $2.4 million of letters of credit that remain outstanding. The bank issuing the letters of credit remains the sole lender under such facility.

6. COMMITMENTS AND CONTINGENCIES

The Company had outstanding letters of credit in the amount of $2.4 million as of October 31, 2003. The Company also maintains a $1.2 million bond in connection with workers’ compensation self-insurance in the state of Massachusetts.

The Company records a liability for product warranty obligations at the time of sale to a customer based upon historical warranty experience. The Company also records a liability for specific warranty matters when they become known and are reasonably estimable. Product warranty accruals as of October 31, 2003 and July 31, 2003 as well as the related charges for the three-month period ended October 31, 2003 were not material.

The Company remains responsible for providing post-retirement benefits to employees of the discontinued NORCOM operating unit (see Note 11 “Discontinued Operations”) who retired prior to the sale closing or who retire during the two years following the sale closing. The union has filed a grievance regarding the Company’s policy with respect to the provision of certain post-retirement benefits to a survivor after the death of the retiree. The Company has denied this grievance, and the matter is scheduled to go to arbitration. As of October 31, 2003, management believes that a loss relating to this matter is not probable. The estimated contingent liability involved, based on current actuarial assumptions, is $0.9 million.

8

7. EARNINGS (LOSS) PER COMMON SHARE

Basic (loss) earnings per common share are computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per common share are computed based on the weighted average common shares outstanding plus additional potential dilutive shares assumed to be outstanding. Additional potential shares are calculated for each measurement period based on the treasury stock method, under which repurchases are assumed to be made at the average fair market value price per share of the Company’s common stock during the period.

	Three Months Ended October 31,
	2003		2002
	(In thousands, except share and per share data)
Numerator:
Net income (loss) from continuing operations before cumulative effect of accounting change for basic earnings (loss) per common share	$	2,747	$	(3,575	)
Effect of potentially dilutive securities:
Interest and amortization of debt issuance costs applicable to convertible notes, net of tax		765		—
Net income (loss) from continuing operations before cumulative effect of accounting change for diluted earnings (loss) per common share		3,512		(3,575	)
Net loss from discontinued operations		—		(32,644	)
Cumulative effect of accounting change		—		(35,723	)
Net income (loss) for basic earnings (loss) per common share	$	2,747	$	(71,942	)
Net income (loss) for diluted earnings (loss) per common share	$	3,512	$	(71,942	)
Denominator:
Basic weighted average common shares outstanding		41,501,168		44,528,305
Potentially dilutive common shares		12,323,532		—
Diluted weighted average common shares outstanding		53,824,700		44,528,305
Basic earnings (loss) per common share:
Continuing operations before cumulative effect of accounting change	$	0.07	$	(0.08	)
Discontinued operations		—		(0.73	)
Cumulative effect of accounting change		—		(0.80	)
	$	0.07	$	(1.61	)
Diluted earnings (loss) per common share:
Continuing operations before cumulative effect of accounting change	$	0.07	$	(0.08	)
Discontinued operations		—		(0.73	)
Cumulative effect of accounting change		—		(0.80	)
	$	0.07	$	(1.61	)

As a result of the net loss reported for the three months ended October 31, 2002, common stock equivalents totaling 14,243 were excluded from the calculation of diluted loss per common share due to their anti-dilutive effect. Additionally, options to purchase 3,624,487 and 4,573,595 shares of common stock were outstanding during the three-month periods ended October 31, 2003 and 2002, respectively, but were excluded from the computation of potentially dilutive common shares as the options’ exercise prices were greater than the average market price of the common stock for the respective periods. Potentially dilutive common shares for the three months ended October 31, 2003 include 12,175,549 shares issuable upon the assumed conversion of convertible notes. See Note 5 “Financing Arrangements” for further discussion of the convertible notes.

9

8. INDUSTRY SEGMENT INFORMATION

The Company’s operations are organized into two business segments: the Network Communication segment and the Specialty Electronic segment. Network Communication encompasses connectivity products used within computer networks and communication infrastructures for the electronic and optical transmission of data, voice, and multimedia. Products included in this segment are high performance network cable, fiber optic cable and passive components, including connectors, wiring racks and panels, and interconnecting hardware for end-to-end network structured wiring systems, and communication cable products for local loop, central office, wireless and other applications. The Specialty Electronic segment encompasses electronic cable products for automation and process control applications as well as specialized wire and cable products for niche markets, including commercial aviation and automotive electronics.

The Company evaluates segment performance based on operating profit, excluding business restructuring expenses, after allocation of Corporate expenses. No business restructuring expenses were incurred during the three months ended October 31, 2003. Business restructuring expenses of $7.1 million were recognized in the three-month period ended October 31, 2002, of which approximately $5.6 million was associated with operations in the Network Communication segment. See Note 10 “Business Restructuring Expenses” for further discussion.

The Company has no inter-segment revenues. Summarized financial information for the Company’s business segments is as follows:

Three Months Ended October 31,	Network Communication Segment			Specialty Electronic Segment		Total
	(In thousands)
Net Sales:
2003	$	76,165		$	54,483	$	130,648
2002	$	71,485		$	49,556	$	121,041
Segment Operating Profit (Loss):
2003	$	761		$	5,254	$	6,015
2002	$	(654	)	$	3,847	$	3,193
Total Assets:
October 31, 2003	$	309,317		$	199,792	$	509,109
July 31, 2003	$	293,173		$	199,780	$	492,953

Segment operating profit differs from consolidated income (loss) from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle reported in the consolidated statements of operations as follows:

	Three Months Ended October 31,
	2003			2002
	(In thousands)
Segment operating profit	$	6,015		$	3,193
Business restructuring expense, net		—			7,072
Interest expense, net		1,264			1,640
Other (income) expense, net		(128	)		269
Income (loss) from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle	$	4,879		$	(5,788	)

10

9. OTHER COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) consists of net income (loss), foreign currency translation adjustments and minimum pension liability adjustments. The components of comprehensive income (loss) for the three-month periods ended October 31, 2003 and 2002 are as follows:

	Three Months Ended October 31,
	2003		2002
	(In thousands)
Net income (loss)	$	2,747	$	(71,942	)
Currency translation adjustments		8,829		1,591
Minimum pension liability adjustments, net of tax		—		(704	)
Comprehensive income (loss)	$	11,576	$	(71,055	)

10. BUSINESS RESTRUCTURING EXPENSES

There were no business restructuring activities undertaken during the three months ended October 31, 2003. During the three months ended October 31, 2002, the Company incurred business restructuring expenses of $7.1 million, including severance and other employee termination costs of approximately $3.7 million, asset impairment charges related to property and equipment to be abandoned or held for sale of approximately $2.0 million, future rent payments under noncancelable operating leases of $0.8 million, and other costs associated with facility consolidations of $0.6 million. The operating leases expire at various dates through July 31, 2005.

The following table displays the activity related to previously implemented restructuring plans for the three months ended October 31, 2003:

	Severance and other employee costs			Lease payments and other costs			Total
	(In thousands)
Restructuring reserve, July 31, 2003	$	1,706		$	754		$	2,460
Cash expenditures		(685	)		(118	)		(803	)
Currency translation and other		64			30			94
Restructuring reserve, October 31, 2003	$	1,085		$	666		$	1,751

The Company continues to review its business strategies and evaluate further potential restructuring actions, which could result in additional restructuring charges in future periods.

11

11. DISCONTINUED OPERATIONS

On October 31, 2002, the Company sold substantially all of the operating assets (consisting principally of accounts receivable, inventory and fixed assets) of its NORCOM operating unit, a manufacturer of outside plant and central office cables located in Kingston, Ontario. The assets were sold for $11.3 million of cash, plus assumption by the buyer of certain current liabilities. The sale agreement provides for contingent additional purchase price of up to $8.1 million over a three year period, primarily dependent on the purchaser’s achievement of future business levels and sales of certain inventory items. Under the sale agreement, the Company retained various liabilities, including certain pension and postretirement obligations related to the transferred employees. See Note 6 “Commitments and Contingencies” and Note 12 “Pension and Other Employee Benefits”.

Net sales and pretax operating loss of the discontinued NORCOM operations were $13.3 million and $0.9 million, respectively, for the three-month period ending October 31, 2002. The results of operations for NORCOM have been reported separately as discontinued operations in the consolidated statements of operations for all periods presented.

12. PENSION AND OTHER EMPLOYEE BENEFITS

During the three months ended October 31, 2002, the Company recognized a curtailment loss of $2.3 million resulting from the sale of NORCOM (see Note 11 “Discontinued Operations”). The curtailment loss was recorded in “Loss on sale of business” in the accompanying condensed consolidated statement of operations.

Certain of the Company’s pension liabilities with respect to employees of the discontinued operation are expected to be settled during or prior to fiscal 2005. In accordance with SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, the cost to settle these liabilities will be recognized at the settlement date when the liabilities are funded in cash or through the purchase of annuities. The Company estimates the cost of settlement to be $2 to $3 million based on current actuarial assumptions.

13. SUBSEQUENT EVENTS

On November 24, 2003 the Company entered into a sale and royalty agreement pertaining to certain assets and products of its AWI/CDT subsidiary. The Company expects to divest of the remaining AWI/CDT operations during fiscal 2004. The results of AWI/CDT for the three months ended October 31, 2003 were not material, and the Company anticipates that any gain or loss on the disposal of AWI/CDT will not be material, to the Company’s consolidated results of operations.

On November 3, 2003 the Company granted 150,000 shares of restricted stock (the “grant”) to its Chief Executive Officer and canceled 500,000 option shares that had previously been granted to such officer. Terms of the grant included immediate vesting of 36% of the shares (representing the percentage of the option grant that was vested at the option cancellation date) and vesting of the remaining shares in equal installments on December 10 of each year, commencing 2003, through 2006. Stock compensation expense related to the grant is estimated to be approximately $1.5 million, of which approximately $0.9 million is expected to be recognized in the Company’s second fiscal quarter ending January 31, 2004.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Cable Design Technologies Corporation (the “Company”) is a leading manufacturer of technologically advanced connectivity products for the global Network Communication and Specialty Electronic marketplaces. Network Communication encompasses connectivity products used within computer networks and communication infrastructures for the electronic and optical transmission of data, voice and multimedia. Products included in this segment are high bandwidth network and interconnect cables, fiber optic cable and passive components, including connectors, wiring racks and panels, and interconnecting hardware for end-to-end network structured wiring systems, and communication cable products for local loop, central office, wireless and other applications. The Specialty Electronic segment encompasses electronic cable products for automation and process control applications as well as specialized wire and cable products for niche markets, including commercial aviation and automotive electronics.

Our industry is dynamic and we believe it may be entering a period of consolidation. We continue to evaluate our position in the industry, particularly given changes relating to key participants. We periodically explore and engage in discussions regarding business opportunities in our industry and related industries, including acquisitions, divestitures and other business combinations.

This discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and the notes thereto.

Results of Operations

Three Months Ended October 31, 2003 Compared to

Three Months Ended October 31, 2002

Sales for the three months ended October 31, 2003 (“first quarter 2004”) increased 7.9% to $130.6 million compared to $121.0 million for the three months ended October 31, 2002 (“first quarter 2003”). The increase in sales was primarily due to the favorable effect of foreign currency translation on the Company’s European and Canadian revenues as a result of the weaker U.S. dollar relative to last year. Network Communication segment sales increased $4.7 million, or 6.6%, to $76.2 million for the first quarter 2004 compared to $71.5 million for the first quarter 2003. The increase in Network Communication segment sales was primarily due to the effect of currency translation, as well as increased sales of telecommunications products in the European marketplace. Specialty Electronic segment sales for the quarter were $54.5 million compared to $49.6 million for the same period last year, an increase of 9.9%. Approximately half of the increase in sales for this segment was due to the effect of currency translation. Increases in sales of specialty cable for video applications and sales of products for the commercial aviation marketplace also contributed to the quarter over quarter increase. Sales outside of North America increased 17.4%, to $50.6 million for the first quarter 2004 compared to $43.1 million for the first quarter 2003. The increase in sales outside of North America was primarily due to the favorable effect of foreign currency translation, as well as increased sales of both Network Communication products, primarily for telecommunication applications, and Specialty Electronic products, primarily industrial cables, in Western Europe.

Gross profit for the first quarter 2004 was $30.9 million compared to $27.7 million for the first quarter 2003, and the gross margin was 23.6% compared to 22.9% last year. The increase in the gross margin was primarily a result of a higher gross margin for the Network Communication segment due to the absence in the current year of certain costs, primarily employee-related, that were associated with the NORCOM operations which were sold in the first quarter 2003.

Selling, general and administrative expenses (“SG&A”) for the first quarter 2004 increased $0.3 million, to $23.8 million compared to $23.5 million for the same period last year. The increase in SG&A was primarily due to the higher sales volume and the impact of foreign currency translation, which were partially offset by lower fixed costs. SG&A as a percentage of sales decreased to 18.2% for the first quarter 2004 compared to 19.4% for the first quarter 2003. The improvement in SG&A as a percentage of sales on a quarter over quarter basis was primarily due to a reduction in employee related costs through previous restructuring actions. Research and development expenses were $1.1 million in the current year period, compared to $1.0 million for first quarter 2003.

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No business restructuring expenses were incurred in the first quarter 2004, compared to expenses of $7.1 million incurred in the first quarter 2003. The prior year business restructuring expenses represented costs to consolidate four facilities into other Company operations and consisted primarily of severance and other employee related costs and asset impairment charges.

Interest expense was $1.3 million for the first quarter 2004, a decrease of $0.3 million compared to interest expense of $1.6 million for the same period last year. The decrease in interest expense was due to a lower average interest rate on outstanding borrowings during the first quarter 2004.

The Company continually evaluates its annual effective tax rate based on actual and projected results of operations and adjusts the current period tax provision or benefit accordingly. The effective tax rate for the first quarter 2004 was 38.5%, compared to a tax benefit for the first quarter 2003 of 39.8%.

Net income from continuing operations before cumulative effect of accounting change for the first quarter 2004 was $2.7 million, or $0.07 per diluted share, compared to a net loss from continuing operations before cumulative effect of accounting change of $3.6 million, or $0.08 per diluted share, for the first quarter 2003. The increase in net income from continuing operations compared to the prior year period was primarily due to the absence of restructuring expenses in the current year period as well as the improvement in gross margin.

Financial Condition

Liquidity and Capital Resources

The Company generated $5.4 million of net cash from operating activities during the first three months of 2004, net of a $2.5 million increase in operating working capital. The increase in operating working capital for the period includes an increase in inventory of $2.0 million, primarily attributable to higher inventory levels required at certain European subsidiaries for specific customer orders. The change in operating working capital excludes changes in cash and cash equivalents and current maturities of long-term debt.

Cash used for investing activities of $1.6 million primarily represented amounts expended for capital additions. Net cash provided by financing activities of $0.4 million includes approximately $1.0 million of proceeds received from the exercise of stock options and issuance of common stock pursuant to the Company’s employee stock purchase plan, which were partially offset by a net reduction of outstanding debt of $0.5 million.

On July 8, 2003, the Company issued $110.0 million aggregate principal amount of unsecured subordinated notes. The notes are convertible into shares of our common stock, at an initial conversion price of $9.0345 per share, upon the occurrence of certain events, and the conversion price is subject to adjustment under certain circumstances. Interest of 4.0% is payable semi-annually in arrears, commencing January 15, 2004. The notes mature July 15, 2023, if not previously redeemed. The Company may redeem some or all of the notes on or after July 21, 2008 at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest up to the redemption date. Holders may require us to purchase all or part of their notes on July 15, 2008, July 15, 2013 or July 15, 2018 at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest up to the redemption date, in which case the purchase price may be paid in cash, shares of our common stock or a combination of cash and our common stock, at our option. The proceeds from the issuance of the notes were used to reduce all borrowings under the Company’s $150.0 million U.S. credit facility, including amounts outstanding under its $65.0 million revolving Canadian facility that was supported by a letter of credit under the U.S. facility. The U.S. facility was terminated on August 11, 2003, except with respect to $2.4 million of letters of credit that remain outstanding. The bank issuing the letters of credit remains the sole lender under such facility.

The Company’s principal sources of liquidity in the short-term are cash and cash equivalents and cash flows provided by operations. The Company is reviewing the potential implementation of a new credit facility to serve as an additional source of funds. Based on current expectations, management believes that the Company’s available cash, cash flow from operations and the ability to secure a new credit facility will provide it with sufficient liquidity to meet its current liquidity needs.

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Critical Accounting Policies and Estimates

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. Information with respect to the Company’s critical accounting policies which the Company believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management is contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2003. Management believes that as of October 31, 2003, there has been no material change to this information.

Fluctuation in Copper Price

The cost of copper in inventories, including finished goods, reflects purchases over various periods of time ranging from one to several months for each of the Company’s operations. For certain communication cable products, profitability is generally not significantly affected by volatility of copper prices as selling prices are generally adjusted for changes in the market price of copper, however, differences in the timing of selling price adjustments do occur and may impact near term results. For other products, although selling prices are not generally adjusted to directly reflect changes in copper prices, the relief of copper costs from inventory for those operations having longer inventory cycles may affect profitability from one period to the next following periods of significant movement in the cost of copper. The Company does not generally engage in activities to hedge the underlying value of its copper inventory.

Business Seasonality

The Company’s results for the second quarter ending in January are typically the weakest in our fiscal year. This is due to a combination of the holiday season and fewer working days, adverse weather conditions, year-end inventory alignment by customers and, in the past couple of years, lower demand due to a slow economy. The early indications are that these trends will continue for our second quarter ending January 31, 2004.

Forward-Looking Statements — Under the Private Securities Litigation Act of 1995

Certain statements in this quarterly report are forward-looking statements, including, without limitation, statements regarding future financial results and performance and available liquidity, future debt reduction or incurrence, amount, or date of recognition of, future pension obligations, and the Company’s or management’s beliefs, expectations or opinions. These statements are subject to various risks and uncertainties, many of which are outside the control of the Company, including the level of market demand for the Company’s products, competitive pressures, the ability to achieve reductions in operating costs and to continue to integrate acquisitions, litigation exposure, price fluctuations of raw materials and the potential unavailability thereof, foreign currency fluctuations, technological obsolescence, environmental matters and other specific factors discussed in the Company’s Annual Report on Form 10-K for the year ended July 31, 2003, and other Securities and Exchange Commission filings. The information contained herein represents management’s best judgment as of the date hereof based on information currently available; however, the Company does not intend to update this information to reflect developments or information obtained after the date hereof and disclaims any legal obligation to the contrary.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There was no material change in the Company’s exposure to market risk from July 31, 2003.

Item 4. Controls and Procedures

a. Evaluation of disclosure controls and procedures. The Company carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures as of October 31, 2003. Based upon that evaluation, the Company’s principal executive officer and principal financial officer have concluded that, except as noted below, the Company’s disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

b. Changes in internal control. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation described above, except as noted below. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken, except as noted below.

The Company’s Annual Report on Form 10-K for the year ended July 31, 2003 disclosed certain matters that had been identified by the Company’s auditors and which constituted a “Reportable Condition” under the standards established by the American Institute of Certified Public Accountants. The Company is currently addressing these matters and implementing appropriate measures where necessary.

The Company is in the process of implementing the requirements for Section 404 of Sarbanes-Oxley. In May 2003, the company retained Ernst & Young LLP to assist management in such implementation. Internal controls and procedures are being documented and reviewed and if weaknesses are identified appropriate remediation plans will be implemented. Beginning in January, the company anticipates testing such internal controls and related procedures with the assistance of Ernst & Young. The company expects this process to continue at least through the end of its third fiscal quarter.

See also Item 9a in the company’s Annual Report on Form 10-K for the year ended July 31, 2003.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

3.1	Amended and Restated Certificate of Incorporation of CDT as filed with the Secretary of State of Delaware on November 10, 1993, incorporated by reference to Exhibit 3.1 to CDT’s Registration Statement on Form S-1 (File No. 33-69992), Certificate of Amendment of the Restated Certificate of Incorporation of CDT and Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A of CDT, as filed with the Secretary of State of Delaware on December 11, 1996 and incorporated by reference to CDT’s Registration Statement on Form 8-A/A, as filed on December 23, 1996.
3.2	By-Laws of CDT, as amended to date, incorporated by reference to Exhibit 3.2 to the Post-Effective Amendment No. 1 to CDT’s Registration Statement on Form S-3 (File No. 333-00554), as filed on February 28, 1996.
4.1	Form of certificate representing shares of the Common Stock of CDT. Incorporated by reference to Exhibit 4.1 to CDT’s Registration Statement on Form S-1 (File No. 33-69992).
4.2	Rights Agreement dated as of December 11, 1996, between Cable Design Technologies Corporation and The First National Bank of Boston, as Rights Agent, including the form of Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights attached thereto as Exhibit C. Incorporated herein by reference to CDT’s Registration Statement on Form 8-A, as filed on December 11, 1996.
4.3	Indenture, dated July 8, 2003, between Cable Design Technologies Corporation and U.S. Bank National Association, as Trustee, relating to 4.00% Convertible Subordinated Debentures Due July 15, 2023. Incorporated by reference to Exhibit 4.3 to CDT’s Annual Report on Form 10-K, as filed on October 29, 2003.
4.4	Registration Rights Agreements, dated July 8, 2003, relating to 4.00% Convertible Subordinated Debentures. Incorporated by reference to Exhibit 4.4 to CDT’s Annual Report on Form 10-K, as filed on October 29, 2003.
4.5	Purchase Agreement, dated July 1, 2003, between Cable Design Technologies Corporation and Credit Suisse First Boston LLC, relating to 4.00% Convertible Subordinated Debentures. Incorporated by reference to Exhibit 4.5 to CDT’s report on Form 10-K, as filed on October 29, 2003.
4.6	Form of 4.00% Convertible Subordinated Debenture due 2023 (included in the Indenture filed as Exhibit 4.3 hereto.)
*10.1	CDT Long-Term Performance Incentive Plan (adopted on September 23, 1993). Incorporated by reference to Exhibit 10.18 to CDT’s Registration Statement on Form S-1 (File No. 33-69992).
*10.2	CDT Stock Option Plan. Incorporated by reference to Exhibit 4.3 to CDT’s Registration Statement on Form S-8 as filed on December 22, 1993.
*10.3	Cable Design Technologies Corporation Management Stock Award Plan (adopted on September 23, 1993). Incorporated by reference to Exhibit 4.3 to CDT’s Registration Statement on Form S-8, as filed on May 2, 1994.
*10.4	Description of CDT Bonus Plan. Incorporated by reference to Exhibit 10.20 to CDT’s Registration Statement on Form S-1 (File No. 33-69992).
10.5	Collective Labour Agreement dated June 10, 2001, between NORDX/CDT and Canadian Union of Communications Workers Unit 4. Incorporated by reference to Exhibit 10.7 to CDT’s Annual Report on Form 10-K, as filed on October 29, 2002.
*10.6	Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan adopted April 19, 1999 and amended June 11, 1999. Incorporated by reference to Exhibit 10.16 to CDT’s Annual Report on Form 10-K, as filed on October 27, 1999.

17

*10.7	Cable Design Technologies Corporation Employee Stock Purchase Plan. Incorporated by reference to Exhibit 4.3 to CDT’s Registration Statement on Form S-8 (File No. 333-76351).
*10.8	Form of June 11, 1999 Stock Option Grant under the 1999 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.18 to CDT’s Annual Report on Form 10-K, as filed on October 27, 1999.
*10.9	Form of April 23, 1999 Stock Option Grant. Incorporated by reference to Exhibit 10.19 to CDT’s Annual Report on Form 10-K, as filed on October 27, 1999.
*10.10	Amendment No. 1, dated March 7, 2000, to Cable Design Technologies Corporation Non-Employee Director Stock Plan. Incorporated by reference to Exhibit 10.14 to CDT’s Annual Report on Form 10-K, as filed on October 27, 2000.
*10.11	Amendment No. 2, dated July 13, 2000, to Cable Design Technologies Corporation 1999 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.15 to CDT’s Annual Report on Form 10-K, as filed on October 27, 2000.
*10.12	Employment agreement dated August 1, 2000, among CDT, Noslo Ltd. and Ian Mack. Incorporated by reference to Exhibit 10.16 to CDT’s Annual Report on Form 10-K, as filed on October 27, 2000.
*10.13	Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan adopted December 6, 2000. Incorporated by reference to Exhibit 99.1 to CDT’s Report on Form 10-Q as filed March 15, 2001.
*10.14	Form of Stock Option Grant under CDT Non-Employee Director Stock Plan. Incorporated by reference to Exhibit 99.2 to CDT’s Report on Form 10-Q as filed March 15, 2001.
*10.15	Form of Employment Agreement dated December 10, 2001, between Cable Design Technologies Corporation and Ferdinand C. Kuznik. Incorporated by reference to Exhibit 10.2 to CDT’s Report on Form 10-Q as filed March 13, 2002.
*10.16	Form of Ferdinand C. Kuznik nonqualified stock option grant, dated January 21, 2002. Incorporated by reference to Exhibit 10.4 to CDT’s Report on Form 10-Q as filed March 13, 2002.
*10.17	Amendment, dated December 10, 2001, to Cable Design Technologies Corporation 2001 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.5 to CDT’s Report on Form 10-Q as filed March 13, 2002.
*10.18	Form of Employment Agreement dated October 15, 2002, between Cable Design Technologies Corporation and William Cann. Incorporated by reference to Exhibit 10.21 to CDT’s report on Form 10-Q as filed December 16, 2002.
*10.19	Form of Restricted Stock Grant, dated October 16, 2002, under the 2001 and Supplemental Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.22 to CDT’s report on Form 10-Q as filed December 16, 2002.
*10.20	Amendment No. 2, dated October 9, 2001, to Cable Design Technologies Corporation Non-Employee Director Stock Plan. Incorporated by reference to Exhibit 10.24 to CDT’s report on Form 10-Q, as filed on June 16, 2003.
10.21	Asset Purchase Agreement dated October 22, 2002, between NORDX/CDT, Inc., Belden (Canada) Inc. and Belden Communications Company. Incorporated by reference to Exhibit 99.3 to CDT’s report on Form 10-Q, as filed December 16, 2002.
*10.22	Form of Change in Control Agreement dated October 6, 2003, between Cable Design Technologies Corporation and Ferdinand C. Kuznik.**
*10.23	Form of Ferdinand C. Kuznik Restricted Stock Grant dated November 3, 2003, under the Supplemental Long-Term Performance Incentive Plan.**

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*10.24	Form of Change in Control Agreement between CDT and each of George C. Graeber, William Cann, Charles B. Fromm, Robert Canny, David R. Harden, Peter Sheehan and Ian Mack.**
14.1	Code of Ethics. Incorporated by reference to Exhibit 14.1 to CDT’s Annual Report on Form 10-K, as filed on October 29, 2003.
15.1	Letter of Deloitte & Touche LLP regarding unaudited interim financial statement information.**
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

** Filed Herewith

(b) Reports on Form 8-K:

The following were filed during the quarter ended October 31, 2003:

Form 8-K dated October 7, 2003, reported under Item 7. Financial Statements and Exhibits and Item 12. Results of Operations and Financial Condition regarding the press release announcing fourth quarter 2003 financial results.

Form 8-K dated October 31, 2003, reported under Item 7. Financial Statements and Exhibits and Item 12. Results of Operations and Financial Condition regarding the press release announcing a change to fourth quarter 2003 financial results.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CABLE DESIGN TECHNOLOGIES CORPORATION
	/s/    FERDINAND C. KUZNIK
December 15, 2003	Ferdinand C. Kuznik Chief Executive Officer
	/s/    WILLIAM E. CANN
December 15, 2003	William E. Cann Vice President and Chief Financial Officer

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EX-10.22

Exhibit 10.22

[GRAPHIC] October 6, 2003

Fred Kuznik

Chief Executive Officer

c/o Cable Design Technologies

1901 N. Roselle Rd.

Schaumburg, IL 60195

Dear Fred:

Cable Design Technologies Corporation (the “Company”) considers the maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company and its stockholders. In this connection, the Company recognizes that the possibility of a change in control may exist from time to time, and that this possibility, and the uncertainty and questions it may raise among management and employees, may result in the departure or distraction of management and other personnel to the detriment of the Company and its stockholders. Accordingly, the Company has determined that appropriate steps should be taken to encourage the continued attention and dedication of members of the Company’s management and other key employees, including you, to their assigned duties without the distraction that may arise from the possibility of a change in control of the Company.

This is not an employment contract nor does it alter your status as an at-will employee of the Company or, to the extent applicable, status under any employment agreement to which you and the Company or its subsidiaries may be a party (if applicable, an “Employment Agreement”). Subject to any Employment Agreement, just as you remain free to leave the employ of the Company at any time, so too does the Company retain its right to terminate your employment without notice, at any time, for any reason. However, the Company believes that, both prior to and at the time a change in control is anticipated or occurring, it is necessary to have your continued attention and dedication to your assigned duties without distraction. Therefore, should you still be an employee of the Company at such time, the Company agrees that you shall receive the severance benefits hereinafter set forth in the event your employment with the Company terminates in contemplation of or subsequent to a “change in control” (as defined in Section 2 hereof) under the circumstances described below.

For good and valuable consideration, the sufficiency and receipt of which is acknowledged, the Company and you agree as follows:

1. Term of Agreement; Amendment & Restatement. This Agreement shall commence on the date hereof and shall continue in effect through July 31, 2008; provided, however, that, if a change in control of the Company, as defined in Section 2 hereof, shall have occurred during the term of this Agreement, then this Agreement shall continue in effect until the date twenty-four months after the occurrence of change in control.

Except as provided in Section 3(a)(iii), this Agreement shall amended and restate the prior change of control agreement issued to you (the “Prior Change of Control Agreement”).

2. Change in Control. No benefits shall be payable hereunder unless there shall have been a change in control of the Company, as set forth below, and your employment by the Company or any of its

Fred Kuznik

October 6, 2003

page 2

subsidiaries shall have been terminated in accordance with Section 3 below. For purposes of this Agreement, a “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 than the Board.

3. Termination of Employment Following Change in Control.

(a) If at any time after the date hereof any of the events described in Section 2 hereof constituting a change in control of the Company occurs and in contemplation thereof, in connection therewith or within two years thereafter you involuntarily cease to be an employee of the Company or any of its subsidiaries for any reason other than termination for good cause (as hereinafter defined), disability (as hereinafter defined) or death or you terminate your employment with the Company and its subsidiaries for good reason (as hereinafter defined) then

(i) you shall be entitled to the benefits provided in Section 4(a) hereof; and

(ii) any options, restricted stock, long-term compensation, relocation allowance, profit sharing, matching contributions or other similar items (each a “Grant”) that are unvested shall vest, and, in the case of options or other items that have an expiration date, you shall be entitled to exercise such options or other items for a period of 90 days following such termination (or such longer term as provided therein); provided that this agreement shall not be deemed to amend the terms of any Grant issued prior to the date hereof, it being understood that the provisions of the Prior Change of Control Agreement shall continue to govern such Grant if this agreement were deemed to be an amendment of such terms; and

Fred Kuznik

October 6, 2003

page 3

(iii) contributions on your behalf to any pension, profit sharing, 401(k) matching or similar plan shall be made, to the extent not previously made, for the period(s) (including any partial periods) up to the Date of Termination (defined below) (it being understood that to the extent such contributions are not mandatory, contributions in the amount consistent with prior contributions shall be made), and all amount under such plans shall vest; provided that if contributions are not permitted under the terms of the plan or would cause a material adverse tax or other impact on the Company, an amount equal to such contribution (grossed-up for federal, state and local taxes) shall be paid to you in lieu of the contribution; and

(iv) the Company shall provide you (or, if you die during such period, your family) with health benefits, at a level no less than those in effect prior to the change in control, for 24 months after such termination or, the extent that you are able to purchase health benefits at a level no less than those in effect prior to the change in control, reimburse you for COBRA payments for such period (in each case, together with a tax “gross-up” to offset the tax impact of such benefits or payment and gross-up); provided that such benefits shall terminate to the extent Executive receives equivalent or better coverage and benefits under the plans, programs and/or arrangements of any subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); and

(v) the Company shall provided you with such other fringe benefits (including, without limitation, to the extent applicable automobile and related benefits but excluding contributions to profit sharing or retirement plans), for a period of 24 months after such termination at a level no less than that in effect prior to the change in control.

In the event of multiple changes of control during the term of this Agreement, the foregoing two year period shall re-start in the event of such subsequent change of control(s).

(b) For purposes of this Agreement: ”good cause” means (i) your conviction of any felony involving dishonesty, fraud or breach of trust with respect to the Company or its subsidiaries, or (ii) your willful engagement in gross misconduct in the performance of your duties that is materially and demonstrably injurious to the Company and its subsidiaries, which conduct is not cured after notice (any action or failure to act shall not be “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that the act, or failure to act was in the best interests of the Company and its subsidiaries); you shall be “disabled” if your inability to perform your normal duties on a full-time basis for 180 consecutive business days (or such shorter period as will suffice for you to qualify for full disability benefits under the applicable disability insurance policy or policies of the Company or its applicable subsidiaries) as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a qualified physician selected by the Company or its insurers and reasonably acceptable to you; and ”good reason” shall exist if, without your express written consent:

(i) you are assigned duties materially inconsistent with your position, duties, authorities, powers, functions, responsibilities and status with the Company and/or its subsidiaries as of the time of the change in control (excluding for purposes of establishing such “base” any adverse change made in contemplation of such change of control), excluding for this purpose isolated, insubstantial and inadvertent action(s) not taken in bad faith and remedied by the Company or applicable subsidiary promptly after receipt of notice from you; or

(ii) the Company or any of its subsidiaries reduces your annual base salary as in effect on the date hereof or as the same may be increased from time to time; or

(iii) the Company or any of its subsidiaries reduces your aggregate compensation and incentive and benefit package as in effect at the time of the change in control (excluding for purposes of establishing such “base” any adverse change made in contemplation of such change of control); or

Fred Kuznik

October 6, 2003

page 4

(iv) the Company or any of its subsidiaries requires you regularly to perform your duties of employment beyond a fifty-mile radius from the location of your employment as of the time of the change in control (excluding for purposes of establishing such “base” any adverse change made in contemplation of such change of control); or

(v) the Company or any of its subsidiaries takes any other action which materially and adversely changes the conditions, or perquisites of your employment as in effect at the time of the change in control (including, without limitation, level of support services, staff, secretarial or other assistance, office space or accoutrements and excluding for purposes of establishing such “base” any adverse change made in contemplation of such change of control); or

(vi) the Company or any of its subsidiaries fails to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated by Section 11(a) hereof.

(c) For purposes of this Agreement, any purported termination by the Company or any of its subsidiaries or by you shall be communicated by written “Notice of Termination” to the other party hereto in accordance with Section 12 hereof. “Date of Termination” shall mean the effective date specified in the Notice of Termination as of which your employment terminates (which shall be not more than sixty (60) days after the date such Notice of Termination is given).

(d) The above provisions of this Section 3, and the provisions of Section 4, shall be applicable after a change in control has occurred, but not prior thereto (unless termination is in contemplation of or in connection with such change of control, in which case they shall apply).

4. Benefits Upon Termination.

(a) If your employment with the Company or any of its subsidiaries is terminated under circumstances which entitle you to benefits under this Section 4(a), then the amount of such benefits (which benefits shall be in addition to any other benefits to which you are entitled other than by reason of this Agreement, except as specifically set forth in Section 9) shall be equal to the sum of:

(i) unpaid salary with respect to any vacation days accrued but not taken as of the Date of Termination;

(ii) accrued but unpaid salary and bonus through the Date of Termination; and

(iii) any unreimbursed business expenses incurred prior to the Date of Termination; and

(iv) an amount equal to the product of:

(A) 3 times

(B) the sum of

(x) your highest annual salary level in effect at any time during the three year period preceding the date the change in control occurs and

(y) the average of the bonuses paid to you with respect to each of the three full fiscal years preceding the date the change of control occurs (or, if you have not been employed for three fiscal years, such shorter number of full fiscal years and partial fiscal years during which you’ve been employed, with any bonus paid during a partial fiscal year being annualized by multiplying the amount of such bonus by a fraction the numerator of which is 365 and the denominator of which is the number of days of employment during such fiscal year).

Fred Kuznik

October 6, 2003

page 5

(b) Notwithstanding paragraph (a) of this Section 4, if all or any portion of the payments or benefits provided under this Agreement either alone or together with other payments or benefits which you receive or are then entitled to receive from the Company and any of its subsidiaries, would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments provided to you under Section 4(a) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, your net after tax benefit shall exceed the net after tax benefit if such reduction were not made. “Net after tax benefit” for purposes of this Section 4 shall mean the sum of the total amount payable to you under this Section 4, plus all other payments and benefits which you receive or are then entitled to receive from the Company and any of its subsidiaries that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less the amount of federal income taxes payable with respect to the payment and benefits described in (i) and (ii) above calculated at the maximum marginal income tax rate for each year in which such payments and benefits shall be paid to you (based upon the rate in effect for such year as set forth in the Code at the time of the first payment of the foregoing), less the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by Section 4999 of the Code. In connection with payments under this Agreement, the Company shall deliver to you a statement certified by a nationally recognized accounting firm (which may be the Company’s independent auditor) or law firm setting forth the calculation of all “parachute payments” within the meaning of Section 280G, a statement as to whether any excise tax will be imposed by Section 4999 of the Code and, if so, the amount of such tax, and the reduction of benefits contemplated by this paragraph to maximize net after tax benefits, together (in each case) with reasonable schedules showing the calculations and supporting documentation. The Company shall provide such other related information as reasonably requested. This provision shall apply only to the extent you are subject to Section 280G of the Code.

(c) The cash payment obligation of the Company under Sections 4(a) above shall be paid to you in a lump sum within ten days of the Date of Termination.

(d) Following any change of control, the Company will indemnify you to the fullest extent permitted under applicable laws against any claim, proceeding, lawsuit, investigation or other action (collectively, an “Action”) involving you in connection with, or relating to, your employment with the Company or its subsidiaries, and the Company will, to the fullest extent permitted under applicable laws, advance to you such expenses incurred by you in connection with your investigation and defense of any such Action. In addition, in connection with any change of control the Company shall, to the extent it is not the surviving corporation or to the extent that directors and officers insurance will not continue with respect to the period prior to the change of control on the same terms following the change of control purchase an extension on the Company’s directors & officers insurance to cover a period of 1 year following the change of control (or, if shorter, such maximum period that is available from the applicable insurance companies on commercially reasonable terms).

5. Default in Payment. Any payment not made within ten days after it is due in accordance with this Agreement shall thereafter bear interest, compounded annually, at the prime rate from time to time in effect at Citibank, N.A. (or any successor thereto).

6. No Assignment. No interest of you or your spouse or any other beneficiary under this Agreement, or any right to receive payment hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind (except a transfer upon death of rights that have accrued prior to such death), nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, you or your spouse or other beneficiary, including for alimony.

7. Unsecured Obligation. All rights of you and your spouse or their beneficiary under this Agreement shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company or payment of any amounts due hereunder. Neither you nor your

Fred Kuznik

October 6, 2003

page 6

spouse or other beneficiary shall have any interest in or rights against any specific assets of the Company, and you and your spouse or other beneficiary shall have only the rights of a general unsecured creditor of the Company.

8. Confidential Information. You hereby acknowledge that, in the course of your employment, you will necessarily have access to become familiar with and, as an indispensable part of your employment, use trade secrets, customer lists and detailed customer-related information (some or all of which may constitute trade secrets), business plans, financial and other proprietary and confidential information (collectively “Confidential Information”) concerning the Company and its subsidiaries and that such knowledge and familiarity was and will continue to be of special, unique, and extraordinary value to the Company and its subsidiaries. You agree that you will not reveal or disclose to any unauthorized person, or take and use for your own account any Confidential Information concerning the Company or any of its subsidiaries unless and to the extent that (a) the information was or becomes available to you on a non confidential basis from a source which is not, to your knowledge, bound by a confidentiality obligation to the Company or any of its subsidiaries, (b) you are required by a court of competent jurisdiction or otherwise compelled by law to disclose such Confidential Information or (c) such disclosure is made by you in good faith in connection with your responsibilities and duties to the Company or any of its subsidiaries. Upon termination of employment, you agree to promptly return to the Company and its subsidiaries or destroy all materials and all copies of materials involving any Confidential Information in your possession or control. You also agree to represent to the Company in writing that you have complied with the provisions of the preceding sentence upon termination of employment. In no event shall a breach or alleged breach of this Section 8 be grounds for withholding or reclaiming payments under this Agreement.

9. Effect on Other Plans, Agreements and Benefits. Except to the extent expressly set forth herein, any benefit or compensation to which you are entitled under any agreement between you and the Company or any of its subsidiaries or under any plan maintained by the Company or any of its subsidiaries in which you participate or participated shall not be modified or lessened in any way, but shall be payable according to the terms of the applicable plan or agreement. The terms of this Agreement shall supersede any existing agreement between you and the Company or any of its subsidiaries executed prior to the date hereof to the extent any such agreement is inconsistent with the terms hereof. Notwithstanding the above, any benefits received by you pursuant to this Agreement shall be in lieu of any severance benefits to which you would otherwise be entitled under any general severance policy maintained by the Company or any of its subsidiaries for its management or other personnel.

10. Further Obligations of the Executive (Non-Compete). You agree that, in the event of any change of control where your employment is terminates and you are entitled to benefits contemplated by Section 4, and you receive such benefits and the Company otherwise complies with this Agreement, you shall not, for a period of two years after the Date of Termination, without the prior written approval of the Company’s then Chief Executive Officer, participate in the management of, be employed by or own any business enterprise at a location within the United States or Europe that engages in substantial competition with the Company or its subsidiaries, where such enterprise’s revenues from any competitive activities amount to 40% or more of such enterprise’s net revenues and sales for its most recently completed fiscal year. However, nothing in this Section 10 shall prohibit you from owning stock or other securities of a competitor amounting to less than five percent of the outstanding capital stock of such competitor. The Company’s remedy for breach of this Section 10 shall be to bring an action for equitable relief, and shall not affect the payments or benefits contemplated under this Agreement. You agree that the provisions of this Section 10 are reasonable. In the event a breach or threatened breach of this Agreement, the Company may apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

Fred Kuznik

October 6, 2003

page 7

11. Successors; Binding Agreement.

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean Cable Design Technologies Corporation and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(b) This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or if there is no such designee, to your estate.

12. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when actually delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chairman of the Company with a copy to the Secretary of the Company, or to such other address for either party as it may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

13. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing and signed by you and a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach of or failure to comply with any condition or provision of this Agreement by the other party hereto shall be deemed to be a waiver of any similar or dissimilar provisions or conditions at the same or any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

14. Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement and any exhibits and schedules hereto will be governed by the internal law, and not the law of conflicts of, the State of Delaware.

15. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16. Counterpart. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

17. Survival. The obligations of the parties under this Agreement all survive the term of this Agreement.

18. Benefits Absolute; Enforcement. The Company’s obligation to pay the amounts and make the benefits and other arrangements provided in this Agreement shall be absolute and unconditional and shall not be affected by any circumstances, including without limitation any setoff, counterclaim, recoupment, defense or other right which the Company may have against you or anyone else. Each payment made under this Agreement by the Company shall be final, and the Company will not seek to recover any part of such payment from the Executive, or from whoever may be entitled to such payment, for any reason. The Company agrees to pay you all expenses (including reasonable legal fees and expenses) incurred by you in connection with any legal, arbitration or other proceeding to enforce or interpret this Agreement, so long as the Executive is not found by a competent court of law to be acting in bad faith, it being understood that such expenses shall, at your request, be advanced to you or such other person entity as you may designate.

Fred Kuznik

October 6, 2003

page 8

* * * * *

If this letter correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company this letter and the enclosed copy of this letter which will then constitute our agreement on this subject. We will return the copy of this letter to you.

Sincerely, CABLE DESIGN TECHNOLOGIES CORPORATION
By:	,
	at the direction of the Compensation Committee of the Board of Directors Name: Title:

Agreed to as of: October       , 2003

EX-10.23

Exhibit 10.23

Grantee: Fred C. Kuznik

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, 1901 N. Roselle Road, Schaumburg, IL 60195, 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/    CHARLES B. FROMM
	Charles B. Fromm Vice President, General Counsel & Secretary
By:	/s/     FRED C. KUZNIK
	Fred C. Kuznik

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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EX-10.24

Exhibit 10.24

[Form of Agreement for Messrs. Graeber, Cann, Fromm, Harden, Mack & Canny]

[GRAPHIC] October 6, 2003

[name]

[Address]

Dear [name]:

Cable Design Technologies Corporation (the “Company”) considers the maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company and its stockholders. In this connection, the Company recognizes that the possibility of a change in control may exist from time to time, and that this possibility, and the uncertainty and questions it may raise among management and employees, may result in the departure or distraction of management and other personnel to the detriment of the Company and its stockholders. Accordingly, the Company has determined that appropriate steps should be taken to encourage the continued attention and dedication of members of the Company’s management and other key employees, including you, to their assigned duties without the distraction that may arise from the possibility of a change in control of the Company.

This is not an employment contract nor does it alter your status as an at-will employee of the Company or, to the extent applicable, status under any employment agreement to which you and the Company or its subsidiaries may be a party (if applicable, an “Employment Agreement”). Subject to any Employment Agreement, just as you remain free to leave the employ of the Company at any time, so too does the Company retain its right to terminate your employment without notice, at any time, for any reason. However, the Company believes that, both prior to and at the time a change in control is anticipated or occurring, it is necessary to have your continued attention and dedication to your assigned duties without distraction. Therefore, should you still be an employee of the Company at such time, the Company agrees that you shall receive the severance benefits hereinafter set forth in the event your employment with the Company terminates in contemplation of or subsequent to a “change in control” (as defined in Section 2 hereof) under the circumstances described below.

For good and valuable consideration, the sufficiency and receipt of which is acknowledged, the Company and you agree as follows:

1. Term of Agreement; Amendment & Restatement. This Agreement shall commence on the date hereof and shall continue in effect through July 31, 2008; provided, however, that, if a change in control of the Company, as defined in Section 2 hereof, shall have occurred during the term of this Agreement, then this Agreement shall continue in effect until the date twenty-four months after the occurrence of change in control.

Except as provided in Section 3(a)(iii), this Agreement shall amended and restate the prior change of control agreement issued to you (the “Prior Change of Control Agreement”).

2. Change in Control. No benefits shall be payable hereunder unless there shall have been a change in control of the Company, as set forth below, and your employment by the Company or any of its subsidiaries shall have been terminated in accordance with Section 3 below. For purposes of this Agreement, a “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

«FirstName» «LastName»

October 6, 2003

page 2

(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 than the Board.

3. Termination of Employment Following Change in Control.

(a) If at any time after the date hereof any of the events described in Section 2 hereof constituting a change in control of the Company occurs and in contemplation thereof, in connection therewith or within two years thereafter you involuntarily cease to be an employee of the Company or any of its subsidiaries for any reason other than termination for good cause (as hereinafter defined), disability (as hereinafter defined) or death or you terminate your employment with the Company and its subsidiaries for good reason (as hereinafter defined) then

(i) you shall be entitled to the benefits provided in Section 4(a) hereof; and

(ii) any options, restricted stock, long-term compensation, relocation allowance, profit sharing, matching contributions or other similar items (each a “Grant”) that are unvested shall vest, and, in the case of options or other items that have an expiration date, you shall be entitled to exercise such options or other items for a period of 90 days following such termination (or such longer term as provided therein); provided that this agreement shall not be deemed to amend the terms of any Grant issued prior to the date hereof, it being understood that the provisions of the Prior Change of Control Agreement shall continue to govern such Grant if this agreement were deemed to be an amendment of such terms; and

(iii) contributions on your behalf to any pension, profit sharing, 401(k) matching or similar plan shall be made, to the extent not previously made, for the period(s) (including any partial periods)

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page 3

up to the Date of Termination (defined below) (it being understood that to the extent such contributions are not mandatory, contributions in the amount consistent with prior contributions shall be made), and all amount under such plans shall vest; provided that if contributions are not permitted under the terms of the plan or would cause a material adverse tax or other impact on the Company, an amount equal to such contribution (grossed-up for federal, state and local taxes) shall be paid to you in lieu of the contribution; and

(iv) the Company shall provide you (or, if you die during such period, your family) with health benefits, at a level no less than those in effect prior to the change in control, for 24 months after such termination or, the extent that you are able to purchase health benefits at a level no less than those in effect prior to the change in control, reimburse you for COBRA payments for such period (in each case, together with a tax “gross-up” to offset the tax impact of such benefits or payment and gross-up); provided that such benefits shall terminate to the extent Executive receives equivalent or better coverage and benefits under the plans, programs and/or arrangements of any subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); and

(v) the Company shall provided you with such other fringe benefits (including, without limitation, to the extent applicable automobile and related benefits but excluding contributions to profit sharing or retirement plans), for a period of 24 months after such termination at a level no less than that in effect prior to the change in control.

In the event of multiple changes of control during the term of this Agreement, the foregoing two year period shall re-start in the event of such subsequent change of control(s).

(b) For purposes of this Agreement: ”good cause” means (i) your conviction of any felony involving dishonesty, fraud or breach of trust with respect to the Company or its subsidiaries, or (ii) your willful engagement in gross misconduct in the performance of your duties that is materially and demonstrably injurious to the Company and its subsidiaries, which conduct is not cured after notice (any action or failure to act shall not be “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that the act, or failure to act was in the best interests of the Company and its subsidiaries); you shall be “disabled” if your inability to perform your normal duties on a full-time basis for 180 consecutive business days (or such shorter period as will suffice for you to qualify for full disability benefits under the applicable disability insurance policy or policies of the Company or its applicable subsidiaries) as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a qualified physician selected by the Company or its insurers and reasonably acceptable to you; and ”good reason” shall exist if, without your express written consent:

(i) you are assigned duties materially inconsistent with your position, duties, authorities, powers, functions, responsibilities and status with the Company and/or its subsidiaries as of the time of the change in control (excluding for purposes of establishing such “base” any adverse change made in contemplation of such change of control), excluding for this purpose isolated, insubstantial and inadvertent action(s) not taken in bad faith and remedied by the Company or applicable subsidiary promptly after receipt of notice from you; or

(ii) the Company or any of its subsidiaries reduces your annual base salary as in effect on the date hereof or as the same may be increased from time to time; or

(iii) the Company or any of its subsidiaries reduces your aggregate compensation and incentive and benefit package as in effect at the time of the change in control (excluding for purposes of establishing such “base” any adverse change made in contemplation of such change of control); or

(iv) the Company or any of its subsidiaries requires you regularly to perform your duties of employment beyond a fifty-mile radius from the location of your employment as of the time of the

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change in control (excluding for purposes of establishing such “base” any adverse change made in contemplation of such change of control); or

(v) the Company or any of its subsidiaries takes any other action which materially and adversely changes the conditions, or perquisites of your employment as in effect at the time of the change in control (including, without limitation, level of support services, staff, secretarial or other assistance, office space or accoutrements and excluding for purposes of establishing such “base” any adverse change made in contemplation of such change of control); or

(vi) the Company or any of its subsidiaries fails to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated by Section 11(a) hereof.

(c) For purposes of this Agreement, any purported termination by the Company or any of its subsidiaries or by you shall be communicated by written “Notice of Termination” to the other party hereto in accordance with Section 12 hereof. “Date of Termination” shall mean the effective date specified in the Notice of Termination as of which your employment terminates (which shall be not more than sixty (60) days after the date such Notice of Termination is given).

(d) The above provisions of this Section 3, and the provisions of Section 4, shall be applicable after a change in control has occurred, but not prior thereto (unless termination is in contemplation of or in connection with such change of control, in which case they shall apply).

4. Benefits Upon Termination.

(a) If your employment with the Company or any of its subsidiaries is terminated under circumstances which entitle you to benefits under this Section 4(a), then the amount of such benefits (which benefits shall be in addition to any other benefits to which you are entitled other than by reason of this Agreement, except as specifically set forth in Section 9) shall be equal to the sum of:

(i) unpaid salary with respect to any vacation days accrued but not taken as of the Date of Termination;

(ii) accrued but unpaid salary and bonus through the Date of Termination; and

(iii) any unreimbursed business expenses incurred prior to the Date of Termination; and

(iv) an amount equal to the product of:

(A) 2 times

(B) the sum of

(x) your highest annual salary level in effect at any time during the three year period preceding the date the change in control occurs and

(y) the average of the bonuses paid to you with respect to each of the three full fiscal years preceding the date the change of control occurs (or, if you have not been employed for three fiscal years, such shorter number of full fiscal years and partial fiscal years during which you’ve been employed, with any bonus paid during a partial fiscal year being annualized by multiplying the amount of such bonus by a fraction the numerator of which is 365 and the denominator of which is the number of days of employment during such fiscal year).

(b) Notwithstanding paragraph (a) of this Section 4, if all or any portion of the payments or benefits provided under this Agreement either alone or together with other payments or benefits which you

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receive or are then entitled to receive from the Company and any of its subsidiaries, would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the payments provided to you under Section 4(a) shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, your net after tax benefit shall exceed the net after tax benefit if such reduction were not made. “Net after tax benefit” for purposes of this Section 4 shall mean the sum of the total amount payable to you under this Section 4, plus all other payments and benefits which you receive or are then entitled to receive from the Company and any of its subsidiaries that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less the amount of federal income taxes payable with respect to the payment and benefits described in (i) and (ii) above calculated at the maximum marginal income tax rate for each year in which such payments and benefits shall be paid to you (based upon the rate in effect for such year as set forth in the Code at the time of the first payment of the foregoing), less the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by Section 4999 of the Code. In connection with payments under this Agreement, the Company shall deliver to you a statement certified by a nationally recognized accounting firm (which may be the Company’s independent auditor) or law firm setting forth the calculation of all “parachute payments” within the meaning of Section 280G, a statement as to whether any excise tax will be imposed by Section 4999 of the Code and, if so, the amount of such tax, and the reduction of benefits contemplated by this paragraph to maximize net after tax benefits, together (in each case) with reasonable schedules showing the calculations and supporting documentation. The Company shall provide such other related information as reasonably requested. This provision shall apply only to the extent you are subject to Section 280G of the Code.

(c) The cash payment obligation of the Company under Sections 4(a) above shall be paid to you in a lump sum within ten days of the Date of Termination.

(d) Following any change of control, the Company will indemnify you to the fullest extent permitted under applicable laws against any claim, proceeding, lawsuit, investigation or other action (collectively, an “Action”) involving you in connection with, or relating to, your employment with the Company or its subsidiaries, and the Company will, to the fullest extent permitted under applicable laws, advance to you such expenses incurred by you in connection with your investigation and defense of any such Action. In addition, in connection with any change of control the Company shall, to the extent it is not the surviving corporation or to the extent that directors and officers insurance will not continue with respect to the period prior to the change of control on the same terms following the change of control purchase an extension on the Company’s directors & officers insurance to cover a period of 1 year following the change of control (or, if shorter, such maximum period that is available from the applicable insurance companies on commercially reasonable terms).

5. Default in Payment. Any payment not made within ten days after it is due in accordance with this Agreement shall thereafter bear interest, compounded annually, at the prime rate from time to time in effect at Citibank, N.A. (or any successor thereto).

6. No Assignment. No interest of you or your spouse or any other beneficiary under this Agreement, or any right to receive payment hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind (except a transfer upon death of rights that have accrued prior to such death), nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, you or your spouse or other beneficiary, including for alimony.

7. Unsecured Obligation. All rights of you and your spouse or their beneficiary under this Agreement shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company or payment of any amounts due hereunder. Neither you nor your spouse or other beneficiary shall have any interest in or rights against any specific assets of the Company, and you and your spouse or other beneficiary shall have only the rights of a general unsecured creditor of the Company.

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8. Confidential Information. You hereby acknowledge that, in the course of your employment, you will necessarily have access to become familiar with and, as an indispensable part of your employment, use trade secrets, customer lists and detailed customer-related information (some or all of which may constitute trade secrets), business plans, financial and other proprietary and confidential information (collectively “Confidential Information”) concerning the Company and its subsidiaries and that such knowledge and familiarity was and will continue to be of special, unique, and extraordinary value to the Company and its subsidiaries. You agree that you will not reveal or disclose to any unauthorized person, or take and use for your own account any Confidential Information concerning the Company or any of its subsidiaries unless and to the extent that (a) the information was or becomes available to you on a non confidential basis from a source which is not, to your knowledge, bound by a confidentiality obligation to the Company or any of its subsidiaries, (b) you are required by a court of competent jurisdiction or otherwise compelled by law to disclose such Confidential Information or (c) such disclosure is made by you in good faith in connection with your responsibilities and duties to the Company or any of its subsidiaries. Upon termination of employment, you agree to promptly return to the Company and its subsidiaries or destroy all materials and all copies of materials involving any Confidential Information in your possession or control. You also agree to represent to the Company in writing that you have complied with the provisions of the preceding sentence upon termination of employment. In no event shall a breach or alleged breach of this Section 8 be grounds for withholding or reclaiming payments under this Agreement.

9. Effect on Other Plans, Agreements and Benefits. Except to the extent expressly set forth herein, any benefit or compensation to which you are entitled under any agreement between you and the Company or any of its subsidiaries or under any plan maintained by the Company or any of its subsidiaries in which you participate or participated shall not be modified or lessened in any way, but shall be payable according to the terms of the applicable plan or agreement. The terms of this Agreement shall supersede any existing agreement between you and the Company or any of its subsidiaries executed prior to the date hereof to the extent any such agreement is inconsistent with the terms hereof. Notwithstanding the above, any benefits received by you pursuant to this Agreement shall be in lieu of any severance benefits to which you would otherwise be entitled under any general severance policy maintained by the Company or any of its subsidiaries for its management or other personnel.

10. Further Obligations of the Executive (Non-Compete). You agree that, in the event of any change of control where your employment is terminates and you are entitled to benefits contemplated by Section 4, and you receive such benefits and the Company otherwise complies with this Agreement, you shall not, for a period of two years after the Date of Termination, without the prior written approval of the Company’s then Chief Executive Officer, participate in the management of, be employed by or own any business enterprise at a location within the United States or Europe that engages in substantial competition with the Company or its subsidiaries, where such enterprise’s revenues from any competitive activities amount to 40% or more of such enterprise’s net revenues and sales for its most recently completed fiscal year. However, nothing in this Section 10 shall prohibit you from owning stock or other securities of a competitor amounting to less than five percent of the outstanding capital stock of such competitor. The Company’s remedy for breach of this Section 10 shall be to bring an action for equitable relief, and shall not affect the payments or benefits contemplated under this Agreement. You agree that the provisions of this Section 10 are reasonable. In the event a breach or threatened breach of this Agreement, the Company may apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

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11. Successors; Binding Agreement.

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean Cable Design Technologies Corporation and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(b) This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or if there is no such designee, to your estate.

12. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when actually delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chairman of the Company with a copy to the Secretary of the Company, or to such other address for either party as it may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

13. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing and signed by you and a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach of or failure to comply with any condition or provision of this Agreement by the other party hereto shall be deemed to be a waiver of any similar or dissimilar provisions or conditions at the same or any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

14. Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement and any exhibits and schedules hereto will be governed by the internal law, and not the law of conflicts of, the State of Delaware.

15. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16. Counterpart. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

17. Survival. The obligations of the parties under this Agreement all survive the term of this Agreement.

18. Benefits Absolute; Enforcement. The Company’s obligation to pay the amounts and make the benefits and other arrangements provided in this Agreement shall be absolute and unconditional and shall not be affected by any circumstances, including without limitation any setoff, counterclaim, recoupment, defense or other right which the Company may have against you or anyone else. Each payment made under this Agreement by the Company shall be final, and the Company will not seek to recover any part of such payment from the Executive, or from whoever may be entitled to such payment, for any reason. The Company agrees to pay you all expenses (including reasonable legal fees and expenses) incurred by you in connection with any legal, arbitration or other proceeding to enforce or interpret this Agreement, so long as the Executive is not found by a competent court of law to be acting in bad faith, it being understood that such expenses shall, at your request, be advanced to you or such other person entity as you may designate.

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* * * * *

If this letter correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company this letter and the enclosed copy of this letter which will then constitute our agreement on this subject. We will return the copy of this letter to you.

Sincerely, CABLE DESIGN TECHNOLOGIES CORPORATION
By:	,
	at the direction of the Compensation Committee of the Board of Directors Name: Title:

Agreed to as of: October       , 2003

EX-15.1

Exhibit 15.1

December 12, 2003

Cable Design Technologies Corporation

1901 North Roselle Road

Schaumburg, IL 60195

We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited consolidated interim financial information of Cable Design Technologies Corporation and subsidiaries for the periods ended October 31, 2003 and 2002, as indicated in our report dated December 10, 2003; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended October 31, 2003, is incorporated by reference in Registration Statement Nos. 33-00554 and 333-110944 on Form S-3 and Registration Statement Nos. 333-80229, 333-76351, 33-73272, 33-78418, 333-02450, 333-06743, 333-17443, and 333-73790 on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania

EX-31.1

Exhibit 31.1

I, Ferdinand C. Kuznik, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cable Design Technologies Corporation (“CDT”);

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of CDT as of, and for, the periods presented in this quarterly report;

4. CDT’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for CDT and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to CDT, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of CDT’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c) disclosed in this quarterly report any changes in CDT’s internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting; and

5. CDT’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to CDT’s auditors and the audit committee of CDT’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect CDT’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in CDT’s internal controls over financial reporting.

Date: December 15, 2003

/s/    FERDINAND C. KUZNIK        

Ferdinand C. Kuznik

Chief Executive Officer

EX-31.2

Exhibit 31.2

I, William E. Cann, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cable Design Technologies Corporation (“CDT”);

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of CDT as of, and for, the periods presented in this quarterly report;

4. CDT’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for CDT and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to CDT, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of CDT’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c) disclosed in this quarterly report any changes in CDT’s internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting; and

5. CDT’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to CDT’s auditors and the audit committee of CDT’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect CDT’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in CDT’s internal controls over financial reporting.

Date: December 15, 2003

/s/    WILLIAM E. CANN        

William E. Cann

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cable Design Technologies Corporation (the “Company”) on Form 10-Q for the period ending October 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ferdinand Kuznik, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 15, 2003

/s/    FERDINAND C. KUZNIK        

Ferdinand C. Kuznik

Chief Executive Officer

(principal executive officer)

*This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge of the certifying officer, and not for any other purpose. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cable Design Technologies Corporation (the “Company”) on Form 10-Q for the period ending October 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William E. Cann, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 15, 2003

/s/    WILLIAM E. CANN        

William E. Cann

Chief Financial Officer

(principal financial officer)

*This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge of the certifying officer, and not for any other purpose. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.