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FORM
OF NONQUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THOMAS & BETTS CORPORATION
2008 STOCK INCENTIVE PLAN
A
NONQUALIFIED STOCK OPTION is hereby granted, as of the date of
grant set forth in the attached Notice of Grant of Stock Option
(the “Date of Grant”), to the nonemployee director
identified in the attached Notice of Grant of Stock Option (the
“Optionee”) to purchase the number of shares of Common
Stock, par value $.10 per share, of Thomas & Betts Corporation,
a Tennessee corporation (the “Corporation”), set forth
in the Notice of Grant of Stock Option. Such Option is in all
respects subject to the terms, definitions and provisions of the
Thomas & Betts Corporation 2008 Stock Incentive Plan, as
attached to the 2008 Proxy Statement, and as amended from time to
time thereafter (the “Plan”) and which is incorporated
herein by reference.
1.
Exercise Price . The
exercise price for each share is set forth in the attached Notice
of Grant of Stock Option (being one hundred percent (100%) of the
Fair Market Value of the Common Stock, as determined by the
Committee, on the date of grant of this Option).
2.
Exercise of Option . This
Option shall be exercisable in accordance with provisions of
Section 6 of the Plan as follows :
(i)
Schedule of Rights to Exercise . This
Option shall become fully exercisable on the business day before
the first annual meeting of the Corporation’s shareholders
which follows the Date of Grant if the Optionee’s Termination
of Service has not occurred before such business day. This Option
shall become fully exercisable on a Change in Control if the
Optionee’s Termination of Service has not occurred before the
Change in Control. If the Optionee’s Termination of Service
occurs prior to the date on which this Option is scheduled to
become exercisable, this Option shall not become exercisable,
except as otherwise provided in Paragraph 6, 7 or
8.
(ii)
Method of Exercise . This
Option may be exercised, to the extent that it is exercisable, by
the Optionee through a broker-facilitated transaction no later than
the expiration date of the Option (as determined under Paragraphs 4
through 9). This Option may not be exercised for fewer than the
lesser of 50 shares of Common Stock or the full number of shares
for which this Option is then exercisable.
(iii)
Restrictions on Exercise . This
Option may not be exercised if the issuance of the shares upon such
exercise would constitute a violation of any applicable federal or
state securities or other law or regulation. As a condition to the
exercise of this Option, the Corporation may require the person
exercising this Option to make any representation and warranty to
the Corporation as may be required by any applicable law or
regulation .
3.
Non-transferability of Option . This
Option may not be transferred by the Optionee other than
b
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