Dear:
Re: Performance Share Award
I am pleased to advise you that, on
_______________, ____, the Compensation
Committee of the Board of Directors granted
you a Performance Share Award under
the Company's amended and restated 1995
Incentive Stock Plan (the "1995 Plan")
with a target of ____ shares.
Up to 150 percent of the target shares may
be earned, depending on the total
shareholder return ("TSR") of the Company
during the three-year period
commencing ________ and ending
_________________, as compared with the TSR for
the S&P Small Cap 600 Index. If the
Thomas Industries TSR ranks in the 45th
percentile in relation to the Small Cap
Index, then 100 percent of your target
shares will be earned. If the Thomas TSR
ranks in the 85th percentile or
greater, then 150 percent of your target
shares will be earned. If the Thomas
TSR ranks greater than the 45th percentile,
but less than the 85th percentile,
then the percentage of target shares that
you will earn will be determined by
multiplying 1 1/4 % of the target times
each percentile in excess of 45 and
adding that product to 100 percent of your
target. For example, if the Thomas
TSR ranks at the 65th percentile of the
Small Cap Index, an award of 125 percent
of the target would be earned [(20 x 1 1/4
%) + 100%]. If the Thomas TSR is
below the 45th percentile of the Small Cap
Index, no shares will be earned under
the award. For these purposes, TSR shall be
determined by adding the TSR at the
end of each of the three performance years
and dividing by three.
Dividend Equivalents
If the Company pays a dividend with respect
to its common stock at any time
during the three-year performance period,
the number of target shares then
credited to you will be increased by a
number of shares equal to (a) the cash
dividend you would have received had you
actually owned the target shares then
credited to you, divided by (b) the fair
market value of a share of common stock
on the dividend payment date.
Death, Disability, or Retirement
In the event of your death, disability, or
retirement (at age 55 with at least
20 years of service) during the performance
period, you or your beneficiary will
receive, at the end of the performance
period, the number of shares that would
have been earned during the performance
period multiplied by a fraction, the
numerator of which is the number of days
during the performance period prior to
your death, disability, or retirement and
the denominator of which is 1,095. In
the event of any other termination of
employment during the performance period,
the performance share award shall be
forfeited in its entirety.
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Stock Dividends or Splits
In the event of a stock dividend, stock
split, or other transaction in which the
Company changes the number of its shares of
common stock during the performance
period without new consideration to the
Company, the number of target shares
credited to you will be changed in
proportion to the change in the Company's
shares. The number of target shares
credited to you may also be subject to other
adjustments in accordance with Section 11
of the 1995 Plan in the event of an
extraordinary dividend or other
distribution or the occurrence of any other
unusual or extraordinary corporate
transaction involving the Company's Common
Stock or assets, as set forth in Section 11
of the 1995 Plan.
Change in Control
If there is a change in control of the
Company during the performance period,
the performance goals established hereunder
shall be deemed satisfied; and 100
percent of the target shares then credited
to you will be delivered to you as
soon as possible after the change in
control. For these purposes and for
purposes of distribution of deferred shares
(see below), a "change in control"
is defined in Exhibit A attached to this
Award.
Merger or Consolidation
In the case of any merger, consolidation,
or combination of the Company with or
into another corporation, as defined in
Section 10(c) of the 1995 Plan, other
than a transaction that constitutes a
change in control, the target shares
credited to you will be converted into the
Acquisition Consideration as defined
in Section 10(c) of the 1995 Plan.
Election to Defer
You may elect to defer receipt of any
shares earned during the performance
period until the date of your retirement by
delivering written notice of
deferral to the Committee on or before
________________. The form of election is
attached as Exhibit B. If you elect
deferral, the shares earned during the
performance period will be transferred into
the Thomas Industries Inc. Deferred
Share Trust, a rabbi trust with National
City Bank as Trustee. The transfer of
shares into the Trust will be made at the
end of the performance period after
approval is given by the Compensation
Committee.
Cash dividends paid to the Trust will
automatically be reinvested in Thomas
stock through the Thomas Industries
Dividend Reinvestment
