Exhibit 10.2
FORM OF
RESTRICTED STOCK AGREEMENT
PURSUANT TO
THOMAS & BETTS CORPORATION EQUITY COMPENSATION PLAN
This Restricted Stock Agreement
(hereinafter “Agreement”) is made as of the
<<day>> day of <<month>>,
<<year>>, by and between THOMAS & BETTS CORPORATION
(hereinafter “Corporation”), a Tennessee corporation,
and <<First_Name>><<Name>>, an employee of
the Corporation (hereinafter “Participant”).
WHEREAS, the Corporation has adopted
with the approval of its stockholders the Thomas & Betts
Corporation Equity Compensation Plan, attached as Appendix D
to the 2004 Proxy Statement and as amended from time to time
thereafter (hereinafter “Plan”); and
WHEREAS, the Committee under the Plan
has awarded shares of the Corporation’s Common Stock to the
Participant;
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 Participant,
intending to be legally bound, hereby agree as follows:
1. Issuance of Restricted
Stock . Subject to the terms and conditions hereinafter set
forth, the Corporation has awarded to Participant a total of
<<Grant>> shares of its Common Stock, par value $.10
per share (hereinafter sometimes “Restricted Stock”).
The shares of Restricted Stock actually awarded pursuant to this
award are evidenced by a certificate or certificates registered in
Participant’s name.
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.
3. Investment
Representation . The Participant agrees that he is acquiring
said shares for his own account and not with a view to distribution
thereof and that the shares of Restricted Stock acquired by the
Participant will not be sold except pursuant to an effective
Registration Statement under the Securities Act of 1933, as
amended, or pursuant to an exemption from registration under said
Act.
4. 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 (“Restriction Period”).
During the Restricted Period,
certificates evidencing the Restricted Stock shall bear the
following legend:
“These shares have been issued pursuant to the Thomas &
Betts Corporation (“Corporation”) Equity Compensation
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.”
5. Deposit of Restricted
Stock . In order to induce the Corporation to issue to the
Participant the Restricted Stock, Participant consents to the
deposit with the Secretary of the Corporation or such other person
designated by the Committee, the certificates evidencing the
Restricted Stock, together with 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 Section 6 hereof
or until said Restricted Stock shall be released from restrictions
under the Plan and the Agreement.
Participant 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 Committee under the Plan as Escrow Agent
for said shares during the Restricted Period. If during the
Restricted Period, Participant’s employment with the
Corporation is terminated, and the Restricted Stock is forfeited in
accordance with Section 6, Participant authorizes the Escrow
Agent to cause such certificate or certificates to be canceled on
the stock record books of the Corporation. Participant agrees that
the Escrow Agent is acting merely as a depository and shall have no
liability hereunder except as a depository to retain the Restricted
Stock and to dispose of them in accordance with the terms of this
Agreement and the Plan. If the Escrow Agent is notified of any
adverse claim or demand by any person, he is hereby authorized to
hold such certificates until the dispute shall have been settled by
the
