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RESTRICTED STOCK AWARD
AGREEMENT
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Hubbell
Incorporated 2005 Incentive Award Plan
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Name: David
G. Nord
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Address:
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Grant:
23,890 shares of
Class B Common Stock, par value $0.01 per share (the
“Restricted Stock”)
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Taxpayer
Identification Number:
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Grant Date:
September 19, 2005
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Signature:
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/s/David G.
Nord
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David G.
Nord
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Effective on
the Grant Date you have been granted the Restricted Stock of
Hubbell Incorporated (the “Company”), in accordance
with the provisions of the Hubbell Incorporated 2005 Incentive
Award Plan (the “Plan”) and subject to the
restrictions, terms and conditions set forth herein.
Until vested,
the Restricted Stock shall be subject to forfeiture and
cancellation in the event of the termination of your employment or
service with the Company and all of its Subsidiaries for any
reason, whether such termination is occasioned by you, by the
Company or any of its Subsidiaries, with or without cause or by
mutual agreement (“Termination of Service”).
Until vested,
the Restricted Stock or any right or interest therein or part
thereof shall not be subject to: (i) disposition by pledge,
encumbrance, hypothecation to or in favor of any party other than
the Company or a Subsidiary, whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided the Restricted Stock
may be assigned, transferred or disposed of upon death pursuant to
the laws of descent and distribution; or (ii) any lien,
obligation, or liability to any other party other than the Company
or a Subsidiary.
The Restricted
Stock will vest and no longer be subject to the restrictions and
forfeiture under this Agreement in one-third increments on each
anniversary of the Grant Date. Notwithstanding the foregoing, the
Restricted Stock shall be fully vested upon (i) your
Termination of Service by reason of death or (ii) a Change of
Control. Additionally, if your employment is terminated without
cause or you terminate your employment for good reason prior to the
second anniversary of the Grant Date, you will be two-thirds vested
in the Restricted Stock on such date of termination. For this
purpose, “cause” and “good reason” shall
have the meaning set forth in your offer of employment dated
August 24, 2005.
You will be
entitled to all dividends paid with respect to the Restricted
Stock. You are entitled to vote all shares of Restri
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