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Stock Option Agreement

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Sectors: Materials and Construction
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: January 15, 1996
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Exhibit 2


STOCK OPTION AGREEMENT


STOCK OPTION AGREEMENT dated November 20, 1995 ("Agreement") among Mr. James R. Fore, a resident of Sanford, North Carolina ("Stockholder"), Kuhlman Acquisition Corp., a North Carolina corporation ("Purchaser"), and Kuhlman Corporation, a Delaware corporation ("Kuhlman").


WHEREAS, Purchaser desires to purchase from Stockholder, and Stockholder desires to sell to Purchaser, all of the shares of common stock, par value $1.00 per share (the "Shares"), of Communication Cable, Inc., a North Carolina corporation (the "Company"), that Stockholder owns at any time from the date hereof until the close of business on January 15, 1996 (subject to extension as provided in Section 15 hereof) (collectively, the "Stockholder Shares"), including Shares acquired by Stockholder upon exercise of options to purchase Shares owned by Stockholder at any time during the term of this Agreement (the "Company Options"), all upon the terms and subject to the conditions hereof;


NOW, THEREFORE, in consideration of $1,000 paid by Kuhlman to Stockholder, the sufficiency and receipt of which are hereby acknowledged, as well as the mutual covenants and agreements set forth herein, the parties hereto agree as follows:


1. PUT AND CALL OPTIONS; EXERCISE; ADJUSTMENTS


(a) Subject to the terms and conditions hereof, Purchaser hereby grants to Stockholder an irrevocable option (the "Put Option") to sell the Stockholder Shares to Purchaser at a purchase price of $12.00 per Share (the "Purchase Price"). Subject to the terms and conditions hereof, the Put Option may be exercised by Stockholder at any time and from time to time from the date hereof until the close of business on January 15, 1996 (subject to extension as provided in Section 15 hereof).


(b) Subject to the terms and conditions hereof, Stockholder hereby grants to Purchaser an irrevocable option (the "Call Option") to purchase the Stockholder Shares from Purchaser at the Purchase Price. Subject to the terms and conditions hereof, the Call Option may be exercised by Purchaser at any time and from time to time after December 31, 1995 and prior to the close of business on January 15, 1996 (subject to extension as provided in Section 15 hereof).


(c) To exercise a Put Option, Stockholder shall send a written notice to Purchaser (the "Put Exercise Notice") specifying a date (not earlier than the third business day nor later than the fifth business day following the date such notice is given) for the closing of such sale and the number of Stockholder Shares to be sold on that date. To exercise a Call Option, Purchaser shall send a written notice to Stockholder (the "Call Exercise Notice") specifying a date (not earlier than the third business day nor later than the fifth business day following the date such notice is given) for the closing of such purchase and the number of Stockholder Shares to be purchased on that date. In the event of any change in the number of issued and outstanding Shares by reason of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Stockholder Shares subject to this Agreement, the Put Option and the Call Option and the Purchase Price shall be appropriately adjusted. For purposes of this Agreement,


the Put Option and the Call Option, the term "Stockholder Shares" shall include any distributions of securities, cash, property or other assets or rights in respect of Stockholder Shares distributed or issued by the Company on or after the date of this Agreement.


(d) Upon the written request of Purchaser made at any time following an exercise of the Put Option or the Call Option, Stockholder agrees to exercise all of the Company Options that remain outstanding and exercisable or such lesser number of Company Options as the Purchaser shall have specified in its request, PROVIDED that Stockholder shall not be required to exercise any Company Options that are "out-of-the-money" for purposes of Rule 16b-6 under the Securities Exchange Act of 1934, as amended.


2. CLOSING


The closing (the "Closing") of a purchase and sale pursuant to an exercise of the Put Option or Call Option shall take place on the date specified in the Put Exercise Notice or the Call Exercise Notice, as the case may be, at 10:00 A.M., local time, at the offices of Parker, Poe, Adams & Bernstein L.L.P., 2500 Charlotte Plaza, Charlotte, North Carolina, or at such other time and place as the parties hereto may agree (a "Closing Date"). On each Closing Date, Stockholder will deliver to Purchaser a certificate or certificates, duly endorsed (or accompanied by duly executed stock powers), representing the Stockholder Shares subject to the applicable Put Exercise Notice or Call Exercise Notice, including the Shares acquired by Stockholder upon exercise of all Company Options, free and clear of all Liens (as defined below). Any payment made by Purchaser to Stockholder pursuant to this Agreement shall be made by certified or official bank check or checks or, at Stockholder's request, by wire transfer of federal funds to a bank designated by Stockholder. In this Agreement, the term "Lien" means any lien, claim, charge, encumbrance, pledge, security interest or other restriction of any nature whatsoever on or with respect to Stockholder Shares; EXCLUDING, HOWEVER, (i) as regards Stockholder Shares (including Shares acquired by Stockholder upon exercise of Company Options), the general restriction on the transferability of such Shares by virtue of Stockholder's status as a director, officer and/or ten percent beneficial owner of the Company's outstanding Shares or by virtue of such Shares being "restricted securities" as defined in Rule 144 under the Securities Act of 1933, as amended, and (ii) as regards Company Options, any and all of the restrictions thereon stated in the existing Incentive Stock Option Plan of the Company.


3. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER


Stockholder represents and warrants to Purchaser and Kuhlman that:


(a) Authority. This Agreement is a valid and binding agreement of Stockholder enforceable against Stockholder in accordance with its terms.


(b) Stockholder Shares and Company Options. Stockholder is the record and beneficial holder of, and has good and valid title to, 268,128 Shares, free and clear of all Liens. Stockholder is the record and beneficial holder of, and has good and valid title to, Company Options to purchase


2


47,475 Shares, all of which were issued to Stockholder pursuant to the
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