SEPARATION BENEFIT
AGREEMENT AND GENERAL RELEASE
THIS SEPARATION BENEFIT AGREEMENT
AND GENERAL RELEASE (hereinafter “Agreement” and/or
“Release”) is entered into this 14th day of June, 2005,
by and between CONNIE C. MUSCARELLA (hereinafter
“Ms. Muscarella”), and THOMAS & BETTS
CORPORATION, (hereinafter “T&B”).
WITNESSETH:
WHEREAS , pursuant to the
voluntarily resignation of Ms. Muscarella, the Parties have
elected to terminate the employment relationship and;
WHEREAS , the parties desire
to fully and finally settle any and all matters between them,
arising out of or in any way connected with
Ms. Muscarella’s employment or separation from
employment with T&B;
WHEREFORE , in consideration
of the mutual promises contained herein, the parties do agree as
follows:
1. Ms. Muscarella
acknowledges that her last day of employment with T&B will be
June 30, 2005, but that from the date of execution of this
Agreement and Release through her last day of employment, she will
be required only to provide consulting services and to assist with
the transfer of her responsibilities.
2. Ms. Muscarella agrees to
recognize that as of the date of her termination from employment,
her employment relationship with T&B has been permanently and
irrevocably severed and that T&B has no obligation, contractual
or otherwise, to reemploy or rehire her in the future.
Ms. Muscarella further agrees to recognize that this Agreement
and Release supercedes any other agreement or contract in
existence, whether oral or written, between Ms. Muscarella and
T&B with the exception of any agreement specifically referenced
herein.
3. T&B agrees to provide
additional separation benefits to Ms. Muscarella by paying her
a one time, lump sum payment of Two Hundred Forty Seven Thousand
Dollars ($247,000.00) (less applicable deductions). This amount is
equal to payment of Ms. Muscarella’s regular salary for
a period of twelve (12) months. In addition, T&B agrees to
pay an additional amount representing payment to
Ms. Muscarella of an amount equal to that she may have been
eligible for as a target bonus under the Management Incentive Plan
in a one time, lump sum payment of Ninety-eight Thousand Eight
Hundred Dollars ($98,800.00) (less applicable deductions). T&B
agrees to pay to Ms. Muscarella a one time, lump sum payment
of Twenty Thousand Dollars ($20,000.00) (less applicable
deductions) representing an amount equal to twelve months of her
perquisite allowance. T&B agrees to pay Ms. Muscarella a one
time, lump sum payment of Thirty Thousand Seven Hundred and
Forty-six Dollars ($30,746.00) (less applicable deductions)
representing an amount equal to thirty (30) accrued and unused
vacation days. These amounts totaling Three Hundred Ninety Six
Thousand Five Hundred and Forty-six Dollars ($396,546.00) to be
paid by T&B represents additional consideration for Ms.
Muscarella’s execution of this Agreement and Release.
Ms. Muscarella acknowledges that she is not otherwise entitled
to receive these sums.
4. T&B, through its
President, Dominic Pileggi, agrees that Ms. Muscarella shall
be considered vested and that Ms. Muscarella’s benefits
under the Executive Retirement Plan be calculated under
Section 2.05(b) of the Plan to include an additional five
(5) years of credited service such that she will be credited
with a total of twelve (12) years and such additional months
of service as she may accrue through June 30, 2005. In
accordance with her form of payment instructions dated May 3,
2000, her benefit under the Thomas & Betts Executive Retirement
Plan will be paid in one single payment in the amount of
$643,227.00 in accordance with the plan documents. A final
calculation of this payment is provided (see Attachment A).
5. T&B, through its
President, Dominic Pileggi, agrees that all stock options granted
to Ms. Muscarella before the effective date of the termination of
her employment relationship with T&B, June 30, 2005, be
treated as if Ms. Muscarella had elected early retirement.
Specifically, Ms. Muscarella’s stock options may be exercised
in full at any time within six (6) years of the date of the
termination of her employment relationship with T&B. However,
in no event can any stock options be exercised after their original
respective expiration dates as set forth in the applicable grant
agreements.
6. T&B, through its
President, Dominic Pileggi, agrees that the awards of restricted
stock granted to Ms. Muscarella by T&B prior to the
termination of her employment on June 30, 2005, be released to
her as of the time the restrictions would otherwise lapse. It is
agreed that the awards of restricted stock will only be released in
accordance with the original vesting schedule if there have been no
violations or material breaches of this Agreement and Release by
Ms. Muscarella.
7. Benefits under the Executive
Life Insurance Plan shall be provided in accordance with the plan
document.
8. Outplacement services will be
made available to Ms. Muscarella for such time and at a level
of service that will not exceed $10,000. Fees for this service
shall be approved by Ms. Muscarella and sent to T&B for
payment marked to the attention of the General Counsel.
9. T&B agrees to provide the
following benefits to Ms. Muscarella following her termination
date:
Comprehensive medical and dental coverage, for her and her current
covered dependents, for a period of two years commencing on the day
following her termination date subject to the provisions of
Paragraph 11 herein. The plan benefits and their costs wil
