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>>, a nonemployee
director of the Corporation (hereinafter “Nonemployee
Director”).
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 Committee under the Plan has awarded Restricted Stock to the
Nonemployee Director;
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 Nonemployee Director, 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
Nonemployee Director 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 Nonemployee Director’s name, or
(b) recorded in book-entry with the Corporation’s share
transfer agent in the name of the Nonemployee Director.
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 one year, commencing on the Grant Date
(“Restricted 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 Nonemployee Director continues to serve as a
nonemployee director of the Corporation during the entire
Restriction Period. If, before the Nonemployee Director’s
Termination of Service and before the end of the Restriction
Period, (a) the Nonemployee Director dies, (b) there is a
Change in Control, or (c) the Committee, in its sole
discretion, determines that the Nonemployee Director 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). Such restrictions shall
lapse on the date of the Nonemployee Director’s Termination
of Service as a result of failure to be renominated after
attainment of age 72, in accordance with the Corporation’s
Corporate Governance Guidelines.
4.
Deposit of Restricted Stock . In order to induce the
Corporation to issue to the Nonemployee Director the Restricted
Stock, the Nonemployee Director consents to the deposit with the
Secretary of the Corporation or such other person designated by the
Committee, 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.
The
Nonemployee Director consents to
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