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HUBBELL INCORPORATED
PERFORMANCE SHARE AWARD
HUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN
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Grant:
Performance Shares
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Name: |
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Grant Date:
December 3, 2007
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Signature: |
Performance Period:
January 1, 2008 — December 31, 2010
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 last day of
the Performance Period 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 during the Performance Period.
“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 during the Performance
Period your termination of employment is other than by reason of
death, disability or Cause on or after age 55 and the sum of your
age and service with the Company equals or exceeds 70 (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 end of the Performance Period multiplied by a
fraction, the denominator of which is 36 and the numerator of which
is the number of months elapsed during the Performance Period 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 your employment with the Company, (iii) willful
failure to perform the material duties of your job, (iv) fraud
in connection with the business affairs of the Company regardless
of whether said conduct is designed to defraud the Company or
otherwise, (v) violation of material policies of the Company,
(vi) violation of any fiduciary duty owed to the Company, or
(vii) conviction of, plea of no contest or guilty to a felony
or other crime involving moral turpitude. Cause shall be determined
by the Committee (or such officer of the Company as the Committee
may delegate such authority) in its sole and exclusive
discretion.
In the event of the
termination of your emp
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