FORM
OF RESTRICTED STOCK AGREEMENT
PURSUANT TO THOMAS & BETTS CORPORATION 2008 STOCK INCENTIVE
PLAN
This
Restricted Stock Agreement (hereinafter “Agreement”) is
made as of the <<day>> day of <<month>>,
<<year>> (the “Grant Date”), by and between
THOMAS & BETTS CORPORATION (hereinafter
“Corporation”), a Tennessee corporation, and
<<First_Name>><<Name>>, an employee of the
Corporation (hereinafter “Employee”).
WHEREAS,
the Corporation has adopted with the approval of its stockholders
the Thomas & Betts Corporation 2008 Stock Incentive Plan, as
attached to the 2008 Proxy Statement, and as amended from time to
time thereafter (the “Plan”); and
WHEREAS,
the Administrator of the Plan has awarded Restricted Stock to the
Employee;
NOW,
THEREFORE, in consideration of the foregoing, the mutual promises
hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
Corporation and the Employee, intending to be legally bound, hereby
agree as follows:
1.
Grant of Restricted Stock . Subject to the terms and
conditions hereinafter set forth, the Corporation hereby grants to
Employee a total of <<Grant>> shares of Restricted
Stock. The shares of Restricted Stock awarded pursuant to this
Agreement are (a) evidenced by a certificate or certificates
registered in Employee’s name, or (b) recorded in
book-entry with the Corporation’s share transfer agent in the
name of the Employee.
2.
Terms and Conditions . The terms and conditions of the Plan
are incorporated by reference herein, and to the extent that any
conflict may exist between any term or provision of this Agreement
and any term or provision of the Plan, the term or provision of the
Plan shall control. Capitalized terms not defined in this Agreement
shall have the meaning given such terms in the Plan.
3.
Restriction on Transfer . Except as otherwise provided
pursuant to or in accordance with the terms and provisions of this
Agreement or the Plan, the shares of Restricted Stock shall not be
sold, exchanged, assigned, transferred or permitted to be
transferred voluntarily, involuntarily, or by operation of law,
delivered, encumbered, discounted, pledged, hypothecated, or
otherwise disposed of for three years, commencing on the Grant Date
(“Restriction Period”).
During
the Restricted Period, certificates evidencing the Restricted Stock
shall bear (or, if book-entry is made, the transfer agent’s
records shall reflect) the following legend:
“These
shares have been issued pursuant to the Thomas & Betts
Corporation (“Corporation”) 2008 Stock Incentive Plan
(“Plan”) and are subject to forfeiture to the
Corporation in accordance with the terms of the Plan and an
Agreement between the Corporation and the person in whose name the
certificate is registered. These shares may not be sold, pledged,
exchanged, transferred, hypothecated or otherwise disposed of
except in accordance with the terms of said Plan and said
Agreement.”
The
restrictions set forth in this Paragraph 3 shall lapse on the
business day immediately following the last day of the Restriction
Period if the Employee is employed by the Corporation or a Related
Corporation during the entire Restriction Period. If, before the
Employee’s Termination of
Service
and before the end of the Restriction Period, (a) the Employee
dies, (b) there is a Change in Control, or (c) the
Administrator, in its sole discretion, determines that the Employee
has incurred a permanent disability, the restrictions set forth in
this Paragraph 3 shall lapse on the date of such death, Change
in Control or determination (as applicable).
4.
Deposit of Restricted Stock . In order to induce the
Corporation to issue to the Employee the Restricted Stock, the
Employee consents to the deposit with the Secretary of the
Corporation or such other person designated by the Administrator,
the certificates evidencing the Restricted Stock (if certificated),
and shall provide stock powers or other instruments of transfer
required by the Corporation or its counsel appropriately endorsed
in blank by him. Such deposits shall remain in effect until the
time the Restricted Stock is forfeited under and pursuant to the
terms and provisions of Paragraph 5 or until said Restricted
Stock shall be released from restrictions under the Plan and the
Agreement.
Employee
consents to the appointment of the Secretary of the Corporation, in
his official capacity, and his successors in office, or any other
person that may be appointed by the Administrator under the Plan as
Escrow Agent for said shares during the Restricted Period. If
during the Restricted Period, the Employee’s Termination of
Service occurs, and the Restricted Stock is forfeited in accordance
with Paragraph 5, Employee authorizes the Escrow Agent to
cause such certificate or certificates (or book entr
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