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EXHIBIT 10.12
TERMINATION PROTECTION AGREEMENT
AGREEMENT effective December 2, 2003 between Thomas and Betts
Corporation and its successors and assigns
(the "Company") and [NAME]
("Executive").
WHEREAS, Executive has important management responsibilities
and
talents which benefit the Company and its
affiliates; and
WHEREAS, the Company believes that its best interests are served
if
Executive is encouraged to remain with the
Company and the Company has
determined that Executive's ability to
perform Executive's responsibilities and
utilize Executive's talents for the benefit
of the Company, and the Company's
ability to retain Executive as an employee,
will be significantly enhanced if
Executive is provided with fair and
reasonable protection from the risks
associated with a change in ownership or
control of the Company; and
WHEREAS, the Board has approved the terms and provisions of
this
Agreement at its meeting on December 2,
2003,
NOW, THEREFORE, the Company and Executive hereby agree as
follows:
1. Defined Terms.
Unless otherwise indicated, capitalized terms used in this
Agreement
which are defined in Schedule A shall have
the meanings set forth in Schedule A.
The Company and the Executive both agree that the definition of
"Change
of Control" listed in Schedule A shall be
used for Executive in any and all
plans, programs or agreements in which the
Executive participates or to which
Executive is a party in lieu of any similar
definition used in such plans,
programs or agreements.
2. Effective Date; Term.
This Agreement shall commence on December 2, 2003 (the
"Effective
Date") and shall continue in effect through
December 31, 2006; provided,
however, that the term of this Agreement
shall automatically be extended for one
additional year beyond December 31, 2006
and for successive one year periods
thereafter, unless, not later than January
30 of the third calendar year
preceding the year in which the term would
otherwise automatically extend (e.g.,
2004 for the 2007 calendar year, 2005 for
the 2008 calendar year, etc.), the
Company shall have given written notice to
Executive that it does not wish to
extend this Agreement for an additional
year, in which event this Agreement
shall continue to be effective until
December 31 of the calendar year
immediately proceeding the calendar year in
which the term would have otherwise
automatically extended; provided, further,
that, notwithstanding any such notice
by the Company not to extend, if a Change
in Control occurs during the original
or any extended term of this Agreement,
this Agreement shall remain in effect
for a period of three (3) years after such
Change in Control.
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3. Change in Control Benefits.
If Executive's employment with the Company or its affiliates is
terminated at any time within three (3)
years following a Change in Control (i)
by the Company or its affiliates without
Cause, or (ii) by Executive for Good
Reason (the effective date of either such
termination hereafter referred to as
the "Termination Date"), Executive shall be
entitled to the benefits provided
hereafter in this Section 3 and as
otherwise set forth in this Agreement. If
Executive's employment is terminated within
one (1) year prior to a Change in
Control, and Executive reasonably
demonstrates after such Change in Control that
such termination was at the request or
suggestion of any individual or entity
who or which ultimately effects a Change in
Control (an "Anticipatory
Termination"), then Executive's Termination
Date shall be deemed to have
occurred immediately following the Change
in Control, and Executive shall be
entitled to the benefits provided hereafter
in this Section 3 and as otherwise
set forth in this Agreement. In the event
that Executive's employment is
terminated as a result of death or
Disability, Executive shall not be entitled
to the benefits provided in this Section 3
however, the Executive and/or the
Executive's Family shall be entitled to
receive benefits at least equal to the
most favorable benefits provided by the
Corporation under such plans, programs
and policies relating to death and/or
disability benefits as in effect at any
time during the 90-day period immediately
preceding the Termination Date.
(a) Severance Benefits. Within ten (10) business days after the
Termination Date, the Company shall pay
Executive the aggregate of the following
amounts:
(i) Executive's earned but unpaid base salary through the
Termination Date at the rate in effect on
the Termination Date, or if higher, at
the highest rate in effect at any time
within the 90-day period preceding the
Change in Control;
(ii) any unpaid annual bonus payable to Executive in respect
of the calendar year ending prior to the
Termination Date (but not less than the
Average Bonus);
(iii) a prorated Average Bonus for the calendar year in which
the Termination Date occurs, calculated by
multiplying the Average Bonus by a
fraction, the numerator of which is the
number of days elapsed in the calendar
year up to and including the Termination
Date and the denominator of which is
365;
(iv) a lump sum amount, in cash, equal to three (3) times
Executive's Annual Compensation;
(v) any unpaid earned and/or accrued vacation;
(b) Additional Health Care Coverage. Until the third anniversary of
the
Termination Date, Executive and, as
applicable, Executive's family shall be
eligible, at the Company's expense, to
Participate in each of the Company's
welfare benefit plans, including, without
limitation, all medical, prescription,
dental, disability, salary continuance,
group life, accidental death and travel
accident insurance plans and programs of
the Company, at the highest
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level provided to Executive during the
period beginning one year prior to the
Change in Control and ending on the
Termination Date; provided, however, that if
Executive becomes employed by a new
employer, the coverages provided by the
Company pursuant to this sentence shall
become secondary to those coverages
provided by Executive's new employer. In
addition, Executive will be entitled to
full COBRA continuation coverage commencing
on the third anniversary of the
Termination Date.
If the Company reasonably determines that
the coverage required under this
Section 3(b) would cause a welfare plan
sponsored by the Company to violate any
provision of the Code prohibiting
discrimination in favor of highly compensated
employees or key employees, or if any
benefits described in this Section 3(b)
cannot be provided (or the Company
determines that it does not wish to provide
such benefits) pursuant to the appropriate
plan or program maintained for
employees of the Company, the Company shall
provide such benefits outside such
plan or program at no additional costs
(including, without limitation, tax
costs) to the Executive or, as determined
by the Company it its sole discretion,
the Company will pay to the Executive the
cash equivalent thereof.
(c) Full Vesting of All Stock Options and Restricted Shares
Notwithstanding any provision to the
contrary in the Company's equity incentive
plans (the "Equity Plans") or any award
agreement under the Equity Plans, (i)
any outstanding, unexercisable stock
options or unvested restricted shares shall
become fully exercisable and vested as of
the Termination Date and (ii) all
stock options, whether or not such stock
options first become exercisable
pursuant to this Agreement, shall remain
exercisable until the option otherwise
expires; provided, however, that this
sentence shall not restrict the Company's
ability to adjust or settle outstanding
stock options pursuant to the terms of
the Equity Plans, so long as Executive is
treated in any such adjustment or
settlement no less favorably than any other
employee of the Company.
(d) Retirement Benefits. Executive shall be entitled to receive
retirement benefits under the change in
control provisions of the Company's
Executive Retirement Plan.
(e) Deferred Compensation. Except as provided otherwise under
the
Company's Supplemental Executive Investment
Plan, within ten (10) business days
after the Termination Date, the Company
shall pay Executive any undistributed
amounts relating to compensation which were
previously deferred by Executive.
(f) Outplacement Services. The Company shall provide Executive
with
executive outplacement services by any one
qualified outplacement agency
selected by Executive and reasonably
satisfactory to the Company.
(g) Other Payments And Benefits. Executive shall be entitled to
receive
any payments or benefits that Executive is
entitled to pursuant to the terms of
any Company plans, programs or arrangements
(including, but not limited to,
retention arrangements), and any such
payments or benefits shall vest, (except
as provided in the Thomas & Betts
Pension Plan and the Thomas & Betts
Corporation Employee's Investment Plan)
and, if applicable, become payable
immediately upon the Termination Date.
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4. Mitigation.
Executive shall not be required to mitigate damages or the amount
of
any payment provided for under this
Agreement by seeking other employment or
otherwise, and compensation earned from
such employment or otherwise shall not
reduce the amounts otherwise payable under
this Agreement. No amounts payable
under this Agreement shall be subject to
reduction or offset in respect of any
claims which the Company (or any other
person or entity) may have against
Executive.
5. Gross-Up.
(a) In the event that any payment or benefit received or to be
received
by Executive pursuant to the terms of this
Agreement (the "Contract Payments")
or otherwise in connection with Executive's
termination of employment or
contingent upon a change in ownership or
control pursuant to any plan or
arrangement or other agreement with the
Company (or any affiliate) ("Other
Payments" and, together with the Contract
Payments, the "Payments") would be
subject to the excise tax (the "Excise
Tax") imposed by Section 4999 of the
Code, as determined as provided below, the
Company shall pay to Executive, at
the time specified in Section 5(b) below,
an additional amount (the "Gross-Up
Payment") such that the net amount retained
by Executive, after deduction of the
Excise Tax on the Payments and any federal,
state and local income or other tax
and excise tax upon the payment provided
for by this Section 5(a), and any
interest, penalties or additions to tax
payable by Executive with respect
thereto, shall be equal to the total value
of the Payments at the time such
Payments are to be made. For purposes of
determining whether any of the Payments
will be subject to the Excise Tax and the
amounts of such Excise Tax, (1) the
total amount of the Payments shall be
treated as "parachute payments" within the
meaning of Section 280G(b)(2) of the Code,
and all "excess parachute payments"
within the meaning of Section 280G(b)(1) of
the Code shall be treated as subject
to the Excise Tax, except to the extent
that, in the opinion of independent tax
counsel selected by the Company's
independent auditors and reasonably acceptable
to Executive ("Tax Counsel"), a Payment (in
whole or in part) does not
constitute a "parachute payment" within the
meaning of Section 280G(b)(2) of the
Code, or such "excess parachute payments"
(in whole or in part) are not subject
to the Excise Tax, (2) the amount of the
Payments that shall be treated as
subject to the Excise Tax shall be equal to
the lesser of (A) the total amount
of the Payments or (B) the amount of
"excess parachute payments" within the
meaning of Section 280G(b)(1) of the Code
(after applying clause (1) hereof),
and (3) the value of any non-cash benefits
or any deferred payment or benefit
shall be determined by Tax Counsel in
accordance with the principles of Sections
280G(d)(3) and (4) of the Code. For
purposes of determining the amount of the
Gross-Up Payment, Executive shall be deemed
to pay federal income tax at the
highest marginal rates of federal income
taxation applicable to individuals in
the calendar year in which the Gross-Up
Payment is to be made and state and
local income taxes at the highest effective
rates of taxation applicable to
individuals as are in effect in the state
and locality of Executive's residence
or place of employment in the calendar year
in which the Gross-Up Payment is to
be made, net of the maximum reduction in
federal income taxes that can be
obtained from deduction of such state and
local taxes, taking into account any
limitations applicable to individuals
subject to federal income tax at the
highest marginal rates.
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(b) The Gross-Up Payments provided for in Section 5(a) hereof shall
be
made upon the earlier of (i) the payment to
Executive of any Payment or (ii) the
imposition upon Executive or payment by
Executive of any Excise Tax.
(c) Executive shall notify the Company in writing of any claim by
the
Internal Revenue Service that, if
successful, would require the payment by the
Company of a Gross-Up Payment. Such
notification shall be given as soon as
practicable but no later than 10 business
days after Executive is informed in
writing of such claim and shall apprise the
Company of the nature of such claim
and the date on which such claim is
requested to be paid. Executive shall not
pay such claim prior to the expiration of
the 30 day period following the date
on which Executive gives such notice to the
Company (or such shorter period
ending on the date that any payment of
taxes with respect to such claim is due).
If the Company notifies Executive in
writing prior to the expiration of such
period that it desires to contest such
claim, Executive shall:
(i) give the Company any information reasonably
requested by the Company relating to such claim;
(ii) take such action in connection with contesting
such claim as the Company shall reasonably request in writing from
time
to time, including, without limitation, accepting legal
representation
with respect to such claim by an attorney reasonably selected by
the
Company and reasonably satisfactory to Executive;
(iii) c
