Exhibit 10.1
RETIREMENT AND CONSULTING
AGREEMENT
This
Retirement and Consulting Agreement (“Agreement”) is
entered into by and between Thomas & Betts Corporation, a
Tennessee corporation (the “Company”), and Kenneth
W. Fluke (“Executive”).
BACKGROUND :
Executive is employed by the Company as its
Senior Vice President and Chief Financial
Officer. Executive has informed the Company of his
intention to retire in October 2009. The Company and
Executive desire to provide certain retirement benefits and to
provide for continued services in a consulting capacity following
retirement, all to ensure smooth transition. The Company
and Executive intend, by this Agreement, to establish the terms and
conditions of Executive’s retirement and consulting
services.
NOW,
THEREFORE, in consideration of the mutual promises and covenants
herein contained and intending to be legally bound hereby, the
Company and Executive agree as follows:
1.
Retirement . Executive’s retirement shall
occur automatically pursuant to the terms of this Agreement on
October 1, 2009 (the “Retirement Date”) in the event
Executive’s death or other termination of employment has not
occurred before the Retirement Date. Upon
Executive’s retirement on the Retirement Date, Executive
shall be entitled to the Retirement benefits set forth in Section 2
and the payments set forth in Section 3 of this
Agreement. Executive shall not be entitled to any
benefits or payments under this Agreement if Executive’s
death or other termination of employment occurs before the
Retirement Date.
2.
Retirement Benefits .
(a)
Discretionary Bonus . The Company shall pay
Executive (or his beneficiary) a lump sum payment during the
2½ month period ending March 15, 2010 equal to 100% of the
annual bonus that would have been payable to Executive under the
terms of the Thomas & Betts Corporation Management Incentive
Plan with respect to performance during 2009 had Executive been
employed by the Company on the date payments are made to employees
under such Plan.
(b)
Options and Restricted Stock . The
Company’s Compensation Committee shall take any and all
actions necessary under the Thomas & Betts Corporation 2008
Stock Incentive Plan and the Thomas & Betts Corporation Equity
Compensation Plan to (i) waive the forfeiture of Executive’s
restricted stock that would otherwise occur on October 2, 2009,
(ii) provide that the restricted stock held by Executive on October
1, 2009 shall become vested on the date such restricted stock was
scheduled to vest (absent Executive’s termination of
employment) provided Executive complies with the terms of the
Employment Proprietary Information and Invention Agreement signed
by Executive on June 12, 2000 (the “Non-compete
Agreement”), (iii) cause all options granted to Executive and
outstanding on the Retirement Date to become fully vested on the
Retirement Date, and (iv) cause all such options to remain
exercisable until the earliest of (A) the stated expiration date of
the option, (B) the third anniversary of the Retirement Date, or
(C) the tenth anniversary of the original date of grant of the
option.
(c)
Benefits under Company Plans and Arrangements
. Executive shall be entitled to benefits under the
following plans and arrangements in accordance with the terms of
the applicable plan or arrangement: (i) the Thomas &
Betts Corporation Executive Retirement Plan; (ii) The Thomas &
Betts Corporation Supplemental Executive Investment Plan; (iii)
Part A of the Thomas & Betts Pension Plan; (iv) the Thomas
& Betts Corporation Employees’ Investment Plan; (v) the
executive life insurance program (with no further premium payments
made by the Company); (vi) the Indemnity Agreement
entered into between the Company and Executive; and (vii) coverage
under the Company’s D&O policy.
(d)
COBRA .
