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Exhibit 99.3
HUBBELL INCORPORATED
PERFORMANCE SHARE AWARD
HUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN
GRANT: _________ PERFORMANCE SHARES
NAME:
GRANT DATE:
SIGNATURE:
Effective on the Grant Date Hubbell
Incorporated (the "Company") has granted to
you an award (the "Award") of Performance
Shares (the "Performance Shares") in
the amount set forth above, which is your
"target." Each Performance Share
represents the right to receive a share of
the Company's Class B Common Stock
(the "Common Stock") subject to the
fulfillment of the conditions set forth
below. This Award is made pursuant to the
terms of the Hubbell Incorporated 2005
Incentive Award Plan (the "Plan") and is
subject to all of the terms and
conditions contained therein.
On any date, one Performance Share has a
value equal to the Fair Market Value of
one share of Common Stock. Unless and until
a Performance Share is earned, you
will have no right to any shares of Common
Stock. Prior to actual payment vested
Performance Shares represent only an
unsecured obligation of the Company,
payable (if at all) only from the general
assets of the Company.
The number of Performance Shares actually
earned, and therefore the number of
shares of Common Stock to be delivered will
be measured on the third anniversary
of the Grant Date according to Exhibit A
hereto. Notwithstanding the foregoing,
the target number of Performance Shares
will be considered earned and Common
Stock equivalent to the target payable upon
a Change in Control or your death or
disability while employed with the Company.
"Disability" means that you are
unable to perform your duties by reason of
any medically determined physical or
mental impairment which can be expected to
result in death or which has lasted
or is expected to last for a continuous
period of at least 12 months, as
reasonably determined by the Board of
Directors in its discretion.
If your termination of employment is other
than by reason of death, disability
or Cause on or after age 55 and having at
least 15 years of service with the
Company (a "retirement") you will be
eligible to receive the number of
Performance Shares you would have received
if you had not retired prior to the
third anniversary of the Grant Date
multiplied by a fraction, the denominator of
which is 36 and the numerator of which is
the number of months elapsed from the
Grant Date to the date of your retirement.
For this purpose "Cause" means (i)
misconduct which is reasonably deemed to be
prejudicial to the interest of the
Company, (ii) utilization or disclosure of
confidential information of the
Company (or of any other entity learned in
the course of your job) for reasons
unrelated to you
