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EXHIBIT 10.3
THOMAS & BETTS CORPORATION
1993 MANAGEMENT STOCK OWNERSHIP PLAN
(AS AMENDED THROUGH JUNE 5, 2001)
1. PURPOSE. The purpose of the Thomas & Betts Corporation 1993 Management
Stock Ownership Plan (the "Plan") is to promote the long-term success of Thomas
& Betts Corporation (the "Corporation") by providing its officers and selected
employees with incentives for continued service with the Corporation, its
subsidiaries and affiliates. Both by encouraging such officers and employees to
become owners of the common stock of the Corporation through stock options and
by providing actual ownership through share awards, the Plan promotes
participants' identification with the Corporation's shareholders. The
Corporation believes the Plan will assist in attracting and retaining in its
employ outstanding people with the training, experience and ability to lead the
Corporation.
2. TERM. The Plan shall be effective as of May 5, 1993 and shall remain
in effec t until terminated by the Corporation's Board of Directors (the
"Board"). After termination of the Plan, no future awards may be granted, but
previously granted awards shall remain outstanding in accordance with their
applicable terms and conditions and the terms and conditions of the Plan.
3. PLAN ADMINISTRATION. A committee appointed by the Board (the
"Committee") shall be responsible for administering the Plan. The Committee
shall be comprised of three or more members of the Board, each of whom meets the
definitions of an "outside director," as such term is defined under Internal
Revenue Code Section 162(m), and a "non-employee director," as such term is
defined in Rule 16b-3(b)(3) of the Securities Exchange Act of 1934 (the "1934
Act"), or any successor rule. The Committee shall have full and exclusive power
to interpret the Plan and to adopt such rules, regulations and guidelines for
carrying out the Plan as it may deem necessary or proper, all of which power
shall be exercised in the best interests of the Corporation and in keeping with
the objectives of the Plan. These powers include, but are not limited to,
selecting award recipients, establishing terms and conditions of awards, and
adopting modifications, amendments, procedures, sub-plans and the like as are
necessary to comply with the laws and regulations of other countries in which
the Corporation operates in order to assure the viability of awards granted
under the Plan to participants employed in such other countries. Except for the
power to amend this Plan as provided in Section 13, the Committee may delegate
to the Chief Executive Officer or to other senior officers of the Corporation
its duties under the Plan pursuant to such conditions or limitations as the
Committee may establish, except that only the Committee may make any awards to
or determinations regarding grants to employees who are subject to Section 16 of
the 1934 Act. [Amended by Human Resources Committee June 5, 2001 to reflect
appropriate terminology and reference under Rule 16b-3 and appropriate reference
under Code.]
4. ELIGIBILITY. Any employee of the Corporation, including any entity
that is directly or indirectly controlled by the Corporation or any entity in
which the Corporation has a significant equity interest, as determined by the
Committee, shall be eligible to receive one or more awards under the Plan;
PROVIDED, HOWEVER, only employees of the Corporation or a parent
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or subsidiary of the Corporation shall be eligible to receive an award of an
incentive stock option ("ISO").
5. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
(a) For each calendar year, up to one and one-quarter percent (1
1/4%) of the issued and outstanding common stock of the Corporation, $0.10 par
value (the "Common Stock") as of the first day of such year shall be available
for issuance as grants or awards under the Plan. In addition, the aggregate
number of (i) any shares of Common Stock which as of the effective date of the
Plan are reserved for issuance under the 1990 Stock Option Plan (the "Prior
Plan") and which are not thereafter issued; (ii) any shares available for
issuance as grants or awards under the Plan in previous years but not actually
issued; (iii) any shares which have been exchanged by a participant as full or
partial payment to the Corporation in connection with any award under the Plan;
and (iv) any shares subject to any grant or award that is forfeited or
terminated without issuance of the shares or other consideration, shall again be
available for issuance under the Plan. [Amended by Human Resources Committee
June 5, 2001 to reflect 1998 charter amendment.]
(b) In no event, however, except as subject to adjustment as provided
in Section 6, shall more than 3,000,000 (three million) shares of Common Stock
be cumulatively available for issuance pursuant to the exercise of ISOs awarded
under the Plan. [Amended by Human Resources Committee June 5, 2001 to reflect
1996 stock split.]
(c) Any award of restricted stock pursuant to Section 7(c) that is
not subject to criteria other than continuous service with the Corporation will
be counted as two shares for purposes of determining the number of shares
available for issuance as grants or awards in any calendar year.
(d) In instances where a stock appreciation right ("SAR") or other
award is settled in cash or any form other than shares, then the shares covered
by these settlements shall not be deemed issued and shall remain available for
issuance under the Plan. Further, the payment of cash dividends and dividend
equivalents in conjunction with outstanding awards shall not be counted against
the shares available for issuance. Any shares that are issued by the
Corporation, and any awards that are granted by, or become obligations of, the
Corporation through the assumption by the Corporation or an affiliate of, or in
substitution for, outstanding awards previously granted by an acquired company
shall not, except in the case of awards granted to employees who are subject to
Section 16 of the 1934 Act, be counted against the shares available for issuance
under the Plan.
(e) Any shares issued under the Plan will consist of authorized and
unissued shares and no fractional shares shall be issued under the Plan. Cash
may be paid in lieu of any fractional shares in settlements of awards under the
Plan.
(f) Except for a grant that meets all of the requirements for
performance-based compensation set forth in Treasury Regulation Section
1.162-27(e), without regard to Section 1.162-27(e)(2)(vi), and subject to
adjustment as provided in Section 6, no officer or employee may receive, in
any given year, grants of stock options or SARs which, singly or in the
aggregate,
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cover more than 200,000 shares of the Common Stock. [Amended by shareholders May
7, 1997; clarification made by Human Resources Committee June 5, 2001.]
6. ADJUSTMENTS AND REORGANIZATIONS. In the event of any stock dividend,
stock split, combination or exchange of shares, merger, consolidation, spin-off
or other distribution (other than normal cash dividends) of Corporation assets
to shareholders, or any other change affecting shares, such proportionate
adjustments, if any, as the Committee in its discretion may deem appropriate to
reflect such change shall be made with respect to (i) the aggregate number of
shares that may be issued under the Plan; (ii) each outstanding award made under
the Plan; (iii) the price per share for any outstanding stock options, SARs and
stock awards under the Plan; and (iv) the limitation on awards set forth in
Section 5(f). [Amended by Human Resources Committee June 5, 2001 to conform to
amendment made to Section 5(f).]
In the event that the Corporation undergoes a change of control (as defined
below), or in the event the Corporation merges, consolidates or amalgamates with
another company, or in the event of a liquidation or reorganization of the
Corporation, all outstanding awards under the Plan shall be immediately vested
and the Committee, as constituted before such change of control, in its sole
discretion, may provide for appropriate adjustments and settlements of such
awards either at the time of the award or at a subsequent date; PROVIDED,
HOWEVER, that outstanding awards shall become immediately vested pursuant to
this Section 6 in the event of a merger, consolidation or amalgamation only if
the Corporation is not the surviving company. [Clarification made by Human
Resources Committee June 5, 2001.]
For purposes of this Plan, a "change of control" of the Corporation shall
mean a change of control of a nature that would be required to be reported in
response to Item 1(a) of the Current Report on Form 8-K, as in effect on the
date hereof, pursuant to Section 13 or 15(d) of the 1934 Act; provided that,
without limitation, such a "change of control" shall be deemed to have occurred
if: (i) a third person, including a "group" as such term is used in Section
13(d)(3) of the 1934 Act, becomes the beneficial owner, directly or indirectly,
of 25% or more of the combined voting power of the Corporation's outstanding
voting securities ordinarily having the right to vote for the election of
directors of the Corporation; or (ii) individuals who, as of the date hereof,
constitute the Board of Directors of the Corporation (the "Board" generally and
as of the date hereof the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of the Corporation, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the 1934 Act) shall be, for purposes of this
Plan, considered as though such person were a member of the Incumbent Board.
7. AWARDS. The Committee shall determine the type or types of award(s) to
be granted to each participant. Awards may be granted singly, in combination or
in tandem. Awards may also be made in combination or in tandem with, in
replacement of, as alternatives, or in payment for grants or rights under any
other employee or compensation plan of the Corporation, including the plan of
any acquired entity.
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(a) STOCK OPTION. This is an award consisting of a right to purchase
a specified number of shares of Common Stock during a specified period as
determined by the Committee. The purchase price of each option shall be not less
than 100% of Fair Market Value (as defined in Section 10) on the date of grant,
except that, in the case of a stock option granted retroactively in tandem with
or in substitution for another award, the exercise or designated price may be no
lower than the Fair Market Value on the date such other award was granted. A
stock option may be in the form of an ISO which, in addition to being subject to
applicable terms, conditions, and limitations established by the Committee,
complies with Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). Any ISO granted pursuant to the Plan must be granted within ten years
from the date the Plan is approved by the Corporation's shareholders. The price
at which shares of Common Stock may be purchased under a stock option shall be
paid in full at the time of the exercise in cash or such other method as
provided by the Committee at the time of grant, including tendering Common
Stock, surrendering a stock award valued at Fair Market Value on the date of
surrender, surrendering a cash award, or any combination thereof. If the option
price is paid by tendering Common Stock acquired by exercise of an option such
Common Stock shall have been owned by the optionee for at least six months prior
to such payment. The Committee may grant stock options that provide for the
award of a new option when the exercise price has been paid by tendering shares
of Common Stock, such new option to be for the number of shares tendered, with
the exercise price set at the Fair Market Value on the date of option exercise.
[Amended by Human Resources Committee June 5, 2001 to eliminate two-year ISO
holding period for payment of option price and add a six-month holding period
for accounting purposes.]
(b) STOCK APPRECIATION RIGHT. This is an award consisting of a right
to receive a payment in cash and/or Common Stock equal to the excess of the Fair
Market Value of a specified number of shares of Common Stock on the date the SAR
is exercised over the Fair Market Value of such shares on the date of grant as
set forth in the applicable award agreement except that, in the case of an SAR
granted retroactively in tandem with or in substitution for another award, the
exercise or designated price may be no lower than the Fair Market Value of the
Common Stock on the date such other award was granted.
(c) STOCK AWARD. This is an award made in stock or denominated in
units of stock. All or part of any stock award may be subject to conditions and
restrictions established by the Committee and set forth in the award agreement,
which may include, but are not limited to, continuous service with the
Corporation, achievement of specific business objectives, and other measurements
of individual, business unit or Corporation performance.
8. DIVIDENDS AND DIVIDEND EQUIVALENTS. The Committee may provide that
awards under the Plan earn dividends or dividend equivalents. Such dividends or
dividend equivalents may be paid currently or may be credited to a participant's
account. Any crediting of dividends or dividend equivalents shall be subject to
such restrictions and conditions as the Committee may establish, including
reinvestment in additional shares or share equivalents.
9. DEFERRALS AND SETTLEMENTS. Payment of awards may be in the form of
cash, stock, other awards, or in combinations thereof as the Committee shall
determine, and with such restrictions as it may impose. The Committee may
require, or permit participants to elect, that the issuance of shares or the
settlement of cash awards be deferred under such rules and
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procedures as it may establish. It may also provide that deferred settlements
include the payment or crediting of interest on the deferred amounts or the
payment or crediting of dividend equivalents on deferred settlements denominated
in shares.
10. FAIR MARKET VALUE. "Fair Market Value" for all purposes under the Plan
shall mean the average of the high and low prices of Common Stock as reported on
the composite tape for securities listed on the New York Stock Exchange for the
date in question, or if no sales of Common Stock were made on said Exchange on
that date, the average of the high and low prices of Common Stock as reported on
said composite tape for the preceding day on which sales of Common Stock were
made on said Exchange.
11. TRANSFERABILITY AND EXERCISABILITY. Unless otherwise determined by the
Committee with respect to nonqualified stock options, all awards under the Plan
shall be nontransferable and shall not be assignable, alienable, saleable or
otherwise transferable by the participant other than by will or the laws of
descent and distribution, by designation of a beneficiary after death, or
pursuant to a qualified domestic relations order (as defined by the Code).
[Amended by Human Resources Committee June 5, 2001 to correct typographical
error.]
12. AWARD AGREEMENTS. Awards under the Plan shall be evidenced by
agreements that set forth the terms, conditions and limitations for each award
which may include the term of an award (except that in no event shall the term
of any ISO exceed a period of ten years from the date of its grant), the
provisions applicable in the event the participant's employment terminates, and
the Corporation's authority to unilaterally or bilaterally amend, modify,
suspend, cancel or rescind any award. The Committee need not require the
execution of any such agreement by the recipient, in which case the delivery of
the award to the respective participant will constitute the participant's
acceptance and agreement to the terms of the award.
13. PLAN AMENDMENT. The Committee may amend the Plan as it deems necessary
or appropriate to better achieve the purpose of the Plan, except that no such
amendment shall be made without the approval of the Corporation's shareholders
that would increase the number of shares available for issuance in accordance
with Sections 5 and 6 of the Plan or otherwise cause the Plan not to comply with
Rule 16b-3 or any successor rule under the 1934 Act, or any other legal
requirement.
14. TAX WITHHOLDING. The Corporation shall have the right to deduct from
any settlement of an award made under the Plan, including the delivery or
vesting of shares, a sufficient amount to cover withholding of any federal,
state or local taxes required by law, or to take such other action as may be
necessary to satisfy any such withholding obligations. The Committee may permit
a recipient of an award to tender shares of Common Stock to the Corporation to
be used to satisfy required tax withholding, and such Common Stock shall be
valued at the Fair Market Value as of the settlement date of the applicable
award.
15. OTHER CORPORATION BENEFIT AND COMPENSATION PROGRAMS. Unless otherwise
specifically determined by the Committee, settlements of awards received by
participants under the Plan shall not be deemed a part of a participant's
regular, recurring compensation for purposes of calculating payments or benefits
from any corporation benefit plan or severance
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program or the severance pay law of any country. Further, the Corporation may
adopt other compensation programs, plans or arrangements as it deems appropriate
or necessary.
16. UNFUNDED PLAN. Unless otherwise determined by the Committee, the Plan
shall be unfunded and shall not create (or be construed to create) a trust or a
separate fund or funds. The Plan shall not establish any fiduciary relationship
between the Corporation and any participant or other person. To the extent any
person holds any rights by virtue of a grant awarded under the Plan, such right
(unless otherwise determined by the Committee) shall be no greater than the
right of an unsecured general creditor of the Corporation.
17. FUTURE RIGHTS. No person shall have any claim or rights to be granted
an award under the Plan, and no participant shall have any rights under the Plan
to be retained in the employ of the Corporation.
18. GOVERNING LAW. The validity, construction and effect of the Plan and
any actions taken or relating to the Plan shall be determined in accordance with
the laws of the State of Tennessee and applicable federal law.
19. SUCCESSORS AND ASSIGNS. The Plan shall be binding on all successors
and assigns of a participant, including, without limitation, the estate of such
participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the participant's
creditors.
20. RIGHTS AS A SHAREHOLDER. Except as otherwise provided in the award
agreement, a participant shall have no rights as a shareholder until he or she
becomes the holder of record.
21. ANNUAL LIMIT ON ISO GRANTS. The aggregate fair market value
(determined on the date the option is granted) of Common Stock subject to ISOs
granted to an optionee in any calendar year shall not exceed any limitation
imposed by the Code.
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EXHIBIT 10.3A
GRANT AGREEMENT
INCENTIVE STOCK OPTION
Thomas & Betts Corporation (the "Corporation"), for and in consideration of the
provisions and conditions as stated herein and in the Corporation's 1993
Management Stock Ownership Plan (the "Plan") and other good and valuable
consideration, does hereby grant to the employee (one of the key employees of
the Corporation) identified in the attached Notice of Grant of Stock Option (the
"Optionee") this option to purchase from the Corporation the number of shares of
Common Stock of the Corporation at the price per share set forth in the Notice
of Grant of Stock Option, which option, except as provided in Paragraph 4, is
intended to qualify as an incentive stock option ("ISO") as that term is defined
in Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code").
The option granted pursuant to this Grant Agreement (the "Option") shall be
subject to the following conditions:
(1) Subject to the provisions of Paragraph 4, the Option shall become
exercisable in three installments in accordance with the following schedule
and after the expiration of the following periods of time:
<Table>
<Caption>
Portion of Period from which
Installment Option Grant Option Granted
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First One-third 12 months
Second One-third 24 months
Third One-third 36 months
</Table>
If the Optionee does not purchase the full number of shares which he has at
any time become entitled to purchase, he may purchase all or any part of
those shares at any subsequent time during the term of this Option.
(2) The Option herein granted to the extent that it is exercisable may be
exercised by giving written notice to the Corporate Human Resources
Department or other designated person of the Corporation at its principal
office no later than the Expiration Date (as defined in Paragraph 3). Such
notice shall include a statement of the number of shares with respect to
which this Option is being exercised and the exercise date, and shall be
accompanied by full tender of the purchase price payable which may be made
in whole or in part either in cash or by the exchange of such number of
whole shares of Thomas & Betts Corporation Common Stock owned by the
Optionee whose fair market value as of the close of the business day
immediately preceding the specified Exercise Date does not exceed the
purchase price payable; PROVIDED, HOWEVER, that the following holding
period shall have been satisfied with respect to shares to be exchanged:
(i) if the shares to be exchanged were acquired under an ISO, such ISO
shall have been granted at least two years prior thereto; and
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(ii) if the shares to be exchanged were acquired by exercise of an option,
such Common Stock shall have been owned by the Optionee for at least one
year prior to such payment, and FURTHER PROVIDED that the Committee shall
have the right, upon prior notice to the holders of options, to modify,
suspend or cancel the right to pay the purchase price in whole or in part
by exchange of shares at any time in the event the Committee determines
that there has been a change in tax or accounting consequences to the
Corporation or to any Optionee. Nothing in this agreement shall confer upon
the Optionee any rights as a stockholder prior to the time of the delivery
to the Optionee of a stock certificate for the shares purchased under this
agreement.
(3) Unless this Option expires earlier in accordance with any provision of
Paragraph 4, this Option shall expire on the date which is ten (10) years
from the Date of Grant (the "Expiration Date").
(4) If, prior to the Expiration Date, the Optionee (i) becomes totally and
permanently disabled as determined by the Corporation in its sole
discretion, (ii) retires, (iii) dies, or (iv) otherwise terminates or is
terminated as an employee of the Corporation, this Option shall be
exercisable under the circumstances and for the time periods set forth
below, but only to the extent such time periods do not extend beyond the
Expiration Date:
(a) If the Optionee's employment terminates or is terminated for any
reason other than (i) retirement, (ii) the Optionee becoming totally
and permanently disabled, (iii) death, or (iv) under the circumstances
described in Paragraph 4(b), this Option may be exercised within
thirty (30) days of the date of such termination to the extent
exercisable in accordance with the provisions of Paragraph 1;
(b) If the Optionee retires at his normal or later retirement date or,
with the consent of the Corporation, takes early retirement, this
Option may be exercised in full, notwithstanding the provisions of
Paragraph 1, at any time within six (6) years of the date of
retirement; provided, however, that if such exercise occurs more than
three (3) months after the date of such retirement, the Option shall
be treated as a Nonqualified Stock Option;
(c) If the Optionee becomes totally and permanently disabled, this Option
may be exercised in full, notwithstanding the provisions of Paragraph
1, at any time within six (6) years of the date the Optionee's service
as an employee is terminated within the meaning of the Code by reason
of being totally and permanently disabled; provided, however, that if
such Exercise occurs more than one (1) year after the date the
Optionee's employment is terminated due to such disability, this
Option shall be treated as a Nonqualified Stock Option;
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(d) If the Optionee dies while he is employed or within three (3) years of
his retirement in accordance with subparagraph (c) above, this Option
may be exercised in full, notwithstanding the provisions of Paragraph
1, at any time within three (3) years of the Optionee's date of death
by the legal representative of the Optionee or any person who acquires
this Option by bequest or inheritance; provided, however, if the
Optionee's date of death is more than three (3) months from the date
of such retirement, this Option shall be treated as a Nonqualified
Stock Option, and
(e) For purpose of this Paragraph 4, a sick leave or other bona fide leave
of absence granted in accordance with the Corporation's usual
procedure which does not operate to interrupt continuous employment
for other benefits granted by the Corporation shall not be considered
a termination of employment or interruption of continuous employment
hereunder and an employee who is granted such a leave of absence shall
be considered to be continuously employed during such period of leave;
provided, that if the Code or the regulations promulgated thereunder
establish a more restrictive rule defining termination of employment
applicable to the option granted herein, such rule shall be
substituted here for.
(5) The Optionee agrees, by the acceptance of this Option, for himself and his
executors and administrators, that if a registration statement under the
Securities Act of 1933 is not in effect at the time of the exercise of any
portion of this Option, with respect to the sale by the Corporation and the
resale by the Optionee of the shares issuable upon such exercise, it shall
be a condition precedent to the right to purchase such shares that the
notice of exercise shall be accompanied by a written representation that
the Optionee or his executor or administrator is acquiring such shares for
his own or such executor's or administrator's account for investment and
not with a view to the distribution thereof.
(6) The Corporation shall be not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise
of this Option until the admission of such shares to listing on any stock
exchange on which the Corporation's stock may then be listed and until the
Corporation takes such steps as may be required by law and applicable
regulations, including rules and regulations of the Securities and Exchange
Commission and any stock exchange as above mentioned, or until, in the
opinion of counsel for the Corporation, any such listing or registration or
other steps are not required.
(7) The shares issued may be authorized but unissued stock, or treasury stock.
and the number of shares with respect to which this Option may be
exercised, and the price payable with respect thereto, shall be properly
adjusted if the Corporation shall at any time declare a stock split, issue
any stock dividend, or make a reclassification of such stock, so that the
Optionee or his executors, administrators, legatees or distributees
entitled hereunder shall not be in any
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way in a better or worse position as to the number of shares acquired and
the aggregate amount paid therefore, solely from having exercised this
option with respect to any of said shares after, rather than before, such
stock split, stock dividend, or reclassification.
(8) The granting of this Option shall not constitute or be evidence of any
agreement or understanding, express or implied, on the part of the
Corporation or any of its subsidiaries to employ the Optionee for any
specified period. The Company continues to retain the absolute right to
terminate the employment relationship with the Optionee at any time, with
or without good cause.
(9) This Option shall be binding upon the Corporation and its successors and
assigns, and upon the Optionee and his administrators and executors.
(10) Whenever the Corporation is required to issue or transfer shares of its
Common Stock to Optionee pursuant hereto, the Corporation shall have the
right to require the Optionee to remit to the Corporation an amount
sufficient to satisfy all federal, state and local withholding tax
requirements, if any.
(11) The Optionee agrees, by the acceptance of this Option, to the amendment of
this Grant Agreement, the Notice of Grant of Stock Option and the form of
exercise of option provided by the Corporation, in any manner requested by
the Corporation pursuant to advice from the Securities and Exchange
Commission at any time during the term of this Option, and to execute any
and all instruments relative thereto when so requested by the Corporation.
(12) Throughout this agreement, the masculine gender shall be deemed to include
the feminine.
(13) This Option is not transferable by the Optionee otherwise than by will or
by the laws of descent and distribution and during the lifetime of the
Optionee it is exercisable only by the Optionee.
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EXHIBIT 10.3B
GRANT AGREEMENT
NONQUALIFIED STOCK OPTION
Thomas & Betts Corporation (the "Corporation"), for and in consideration of the
provisions and conditions as stated herein and in the Corporation's 1993
Management Stock Ownership Plan (the "Plan") and other good and valuable
consideration, does hereby grant to the employee (one of the key employees of
the Corporation) identified in the attached Notice of Grant of Stock Option (the
"Optionee") this option to purchase from the Corporation the number of shares of
Common Stock of the Corporation at the price per share set forth in the Notice
of Grant of Stock Option, which option is not intended to qualify as an
incentive stock option ("ISO") as that term is defined in Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code")
The option granted pursuant to this Grant Agreement (the "Option") shall be
subject to the following conditions:
(1) Subject to the provisions of Paragraph 4, the Option shall become
exercisable in three installments in accordance with the following schedule
and after the expiration of the following periods of time:
<Table>
<Caption>
Portion of Period from which
Installment Option Grant Option Granted
----------- ------------ --------------
First One-third 12 months
Second One-third 24 months
Third One-third 36 months
</Table>
If the Optionee does not purchase the full number of shares which he has at
any time become entitled to purchase, he may purchase all or any part of
those shares at any subsequent time during the term of this Option.
(2) The Option herein granted to the extent that is exercisable may be
exercised by giving written notice to the Corporate Human Resources
Department or other designated person of the Corporation at its principal
office no later than the
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Expiration Date (as defined in Paragraph 3). Such notice shall include a
statement of the number of shares with respect to which this Option is
being exercised and the exercise date, and shall be accompanied by full
tender of the purchase price payable which may be made in whole or in part
either in cash or by the exchange of such number of whole shares of Thomas
& Betts Corporation Common Stock owned by the Optionee whose fair market
value as of the close of the business day immediately preceding the
specified Exercise Date does not exceed the purchase price payable;
PROVIDED, HOWEVER, that the following holding periods shall have been
satisfied with respect to shares to be exchanged: (i) if the shares to be
exchanged were acquired by exercise of an ISO, such ISO shall have been
granted at least two years prior thereto; and (ii) if the shares to be
exchanged were acquired by exercise of an option, such Common Stock shall
have been owned by the Optionee for at least one year prior to such
payment, and FURTHER PROVIDED that the Committee shall have the right, upon
prior notice to the holders of options, to modify, suspend or cancel the
right to pay the purchase price in whole or in part by exchange of shares
at any time in the event the Committee determines that there has been a
change in tax or accounting consequences to the Corporation or to any
Optionee. Nothing in this agreement shall confer upon the Optionee any
rights as a stockholder prior to the time of the delivery to the Optionee
of a stock certificate for the shares purchased under this agreement.
(3) Unless this Option expires earlier in accordance with any provision of
Paragraph 4, this Option shall expire on the date which is ten (10) years
from the Date of Grant (the "Expiration Date").
(4) If, prior to the Expiration Date, the Optionee (i) becomes totally and
permanently disabled as determined by the Corporation in its sole
discretion, (ii) retires, (iii) dies, or (iv) otherwise terminates or is
terminated as an employee of the Corporation, this Option shall be
exercisable under the circumstances and for the time periods set forth
below, but only to the extent such time periods do not extend beyond the
Expiration Date:
(a) If the Optionee's employment terminates or is terminated for any
reason other than (i) retirement, (ii) the Optionee becoming totally
and permanently disabled, or (iii) death, this Option may be exercised
within thirty (30) days of the date of such termination to
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the extent exercisable in accordance with the provisions of Paragraph
1.
(b) If the Optionee retires at his normal or later retirement date or,
with the consent of the Corporation, takes early retirement, this
Option may be exercised in full, notwithstanding the provisions of
Paragraph 1, at any time within six (6) years of the date of
retirement;
(c) If the Optionee becomes totally and permanently disabled, this Option
may be exercised in full, notwithstanding the provisions of Paragraph
1, at any time within six (6) years of the date the Optionee's service
as an employee is terminated within the meaning of the Code by reason
of being totally and permanently disabled;
(d) If the Optionee dies while he is employed or within three (3) years of
his retirement in accordance with subparagraph (b) above, this Option
may be exercised in full, notwithstanding the provisions of Paragraph
1, at any time within three (3) years of the Optionee's date of death
by the legal representative of the Optionee or any person who acquires
this Option by bequest or inheritance; and
(e) For purpose of this Paragraph 4, a sick leave or other bona fide leave
of absence granted in accordance with the Corporation's usual
procedure which does not operate to interrupt continuous employment
for other benefits granted by the Corporation shall not be considered
a termination of employment or an interruption of continuous
employment hereunder and an employee who is granted such a leave of
absence shall be considered to be continuously employed during such
period of leave; provided, that if the Code or the regulations
promulgated thereunder establish a more restrictive rule defining
termination of employment applicable to the option granted herein,
such rule shall be substituted herefor.
<Page>
(5) The Optionee agrees, by the acceptance of this Option, for himself and his
executors and administrators, that if a registration statement under the
Securities Act of 1933 is not in effect at the time of the exercise of any
portion of this Option, with respect to the sale by the Corporation and the
resale by the Optionee of the shares issuable upon such exercise, it shall
be a condition precedent to the right to purchase such shares that the
notice of exercise shall be accompanied by a written representation that
the Optionee or his executor or administrator is acquiring such shares for
his own or such executor's or administrator's account for investment and
not with a view to the distribution thereof.
(6) The Corporation shall not he required to issue or deliver any certificate
or certificates for shares of stock purchased upon the exercise of this
Option until the admission of such shares to listing on any stock exchange
on which the Corporation's stock may then be listed and until the
Corporation takes such steps as may be required by law and applicable
regulations, including rules and regulations of the Securities and Exchange
Commission and any stock exchange as above mentioned, or until, in the
opinion of counsel for the Corporation, any such listing or registration or
other steps are not required.
(7) The shares issued may be authorized but unissued stock, or treasury
stock,and the number of shares with respect to which this Option may be
exercised, and the price payable with respect thereto, shall be properly
adjusted if the Corporation shall at any time declare a stock split, issue
any stock dividend, or make a reclassification of such stock, so that the
Optionee or his executors, administrators, legatees or distributees
entitled hereunder shall not be in any way in a better or worse position as
to the number of shares acquired and the aggregate amount paid therefore,
solely from having exercised this option with respect to any of said shares
after, rather than before, such stock split, stock dividend, or
reclassification.
(8) The granting of this Option shall not constitute or be evidence of any
agreement or understanding, express or implied, on the part of the
Corporation or any of its subsidiaries to employ the Optionee for any
specified period. The Company continues to retain the absolute right to
terminate the employment relationship with the Optionee at any time, with
or without good cause.
(9) This Option shall be binding upon the Corporation and its successors and
assigns, and upon the Optionee and his administrators and executors.
(10) Whenever the Corporation is required to issue or transfer shares of its
Common Stock to Optionee pursuant hereto, the Corporation shall have the
right to require
<Page>
the Optionee to remit to the Corporation an amount sufficient to satisfy
all federal, state and local withholding tax requirements, if any.
(11) The Optionee agrees, by the acceptance of this Option, to the amendment of
this Grant Agreement, the Notice of Grant of Stock Option and the form of
exercise of option provided by the Corporation in any manner requested by
the Corporation pursuant to advice from the Securities and Exchange
Commission at any time during the term of this Option, and to execute any
and all instruments relative thereto when so requested by the Corporation.
(12) Throughout this agreement, the masculine gender shall be deemed to include
the feminine.
(13) This Option is not transferable by the Optionee otherwise than by will or
by the laws of descent and distribution and during the lifetime of the
Optionee it is exercisable only by the Optionee.
<Page>
EXHIBIT 10.3C
GRANT AGREEMENT
INCENTIVE STOCK OPTION
Thomas & Betts Corporation (the "Corporation"), for and in consideration of the
provisions and conditions as stated herein and in the Corporation's 1993
Management Stock Ownership Plan (the "Plan") and other good and valuable
consideration, does hereby grant to the employee (one of the key employees of
the Corporation) identified in the attached Notice of Grant of Stock Option (the
"Optionee") this option to purchase from the Corporation the number of shares of
Common Stock of the Corporation at the price per share set forth in the Notice
of Grant of Stock Option, which option, except as provided in Paragraph 4, is
intended to qualify as an incentive stock option ("ISO") as that term is defined
in Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code").
The option granted pursuant to this Grant Agreement (the "Option") shall be
subject to the following conditions:
(1) Subject to the provisions of Paragraph 4, the Option shall become
exercisable in three installments in accordance with the following schedule
and after the expiration of the following periods of time:
<Table>
<Caption>
Portion of Period from which
Installment Option Grant Option Granted
----------- ------------ --------------
First One-third 12 months
Second One-third 24 months
Third One-third 36 months
</Table>
If the Optionee does not purchase the full number of shares which he has at
any time become entitled to purchase, he may purchase all or any part of
those shares at any subsequent time during the term of this Option.
(2) The Option herein granted to the extent that it is exercisable may be
exercised by giving written notice to the Corporate Human Resources
Department or other designated person of the Corporation at its principal
office no later than the Expiration Date (as defined in Paragraph 3). Such
notice shall include a statement of the number of shares with respect to
which this Option is being exercised and the exercise date, and shall be
accompanied by full tender of the purchase price payable which may be made
in whole or in part either in cash or by the exchange of such number of
whole shares of Thomas & Betts Corporation Common Stock owned by the
Optionee whose fair market value as of the close of the business day
immediately preceding the specified Exercise Date does not exceed the
purchase price payable; PROVIDED, HOWEVER, that the following holding
periods shall have been satisfied with respect to shares to be exchanged:
(i) if the shares to be exchanged were acquired under an ISO, such ISO
shall have been granted at least two years prior thereto; and (ii) if the
shares to be exchanged were acquired by exercise of an option, such Common
Stock shall have been owned by the
<Page>
Optionee for at least one year prior to such payment; and FURTHER PROVIDED
that the Committee shall have the right, upon prior notice to the holders
of options, to modify, suspend or cancel the right to pay the purchase
price in whole or in part by exchange of shares at any time in the event
the Committee determines that there has been a change in tax or accounting
consequences to the Corporation or to any Optionee. Nothing in this
agreement shall confer upon the Optionee any rights as a stockholder prior
to the time of the delivery to the Optionee of a stock certificate for the
shares purchased under this agreement.
(3) Unless this Option expires earlier in accordance with any provision of
Paragraph 4, this Option shall expire on the date which is ten (10) years
from the Date of Grant (the "Expiration Date").
(4) If, prior to the Expiration Date, the Optionee (i) becomes totally and
permanently disabled as determined by the Corporation in its sole
discretion, (ii) retires, (iii) dies, or (iv) otherwise terminates or is
terminated as an employee of the Corporation, this Option shall be
exercisable under the circumstances and for the time periods set forth
below, but only to the extent such time periods do not extend beyond the
Expiration Date:
(a) If the Optionee's employment terminates or is terminated for any
reason other than (i) retirement, (ii) the Optionee becoming totally
and permanently disabled, (iii) death, or (iv) under the circumstances
described in Paragraph 4(b), this Option may be exercised within
thirty (30) days of the date of such termination to the extent
exercisable in accordance with the provisions of Paragraph 1;
(b) In the event that (i) the Optionee has an employment agreement with
the Corporation which provides for his continued employment following
a change in control ("Employment Agreement") and (ii) a "Change in
Control," as defined in Section 2 of such Employment Agreement,
occurs, this Option shall become fully exercisable upon the "Effective
Date," as defined in Section 1(a) of such Employment Agreement,
notwithstanding any provision in Paragraph 1 to the contrary,
provided, however, that to the extent (if any) that the limitation set
forth in Code Section 422(d) is exceeded, the Option shall be treated
as a Nonqualified Stock Option; in addition, if such Optionee's
employment with the Corporation is thereafter terminated under the
circumstances described in Section 7(d) of such Employment Agreement,
this Option shall remain exercisable at any time prior to the
Expiration Date, provided, however, that if such exercise occurs more
than three (3) months after the date of such Optionee's termination of
employment, the Option shall be treated as a Nonqualified Stock
Option;
(c) If the Optionee retires at his normal or later retirement date or,
with the consent of the Corporation, takes early retirement, this
Option may be
<Page>
exercised in full, notwithstanding the provisions of Paragraph 1, at
any time within six (6) years of the date of retirement; provided,
however, that if such exercise occurs more than three (3) months after
the date of such retirement, the Option shall be treated as a
Nonqualified Stock Option;
(d) If the Optionee becomes totally and permanently disabled, this Option
may be exercised in full, notwithstanding the provisions of Paragraph
1, at any time within six (6) years of the date the Optionee's service
as an employee is terminated within the meaning of the Code by reason
of being totally and permanently disabled; provided, however, that if
such Exercise occurs more than one (1) year after the date the
Optionee's employment is terminated due to such disability, this
Option shall be treated as a Nonqualified Stock Option;
(e) If the Optionee dies while he is employed or within three (3) years of
his retirement in accordance with subparagraph (c) above, this Option
may be exercised in full, notwithstanding the provisions of Paragraph
1, at any time within three (3) years of the Optionee's date of death
by the legal representative of the Optionee or any person who acquires
this Option by bequest or inheritance; provided, however, if the
Optionee's date of death is more than three (3) months from the date
of such retirement, this Option shall be treated as a Nonqualified
Stock Option, and
(f) For purpose of this Paragraph 4, a sick leave or other bona fide leave
of absence granted in accordance with the Corporation's usual
procedure which does not operate to interrupt continuous employment
for other benefits granted by the Corporation shall not be considered
a termination of employment or interruption of continuous employment
hereunder and an employee who is granted such a leave of absence shall
be considered to be continuously employed during such period of leave;
provided, that if the Code or the regulations promulgated thereunder
establish a more restrictive rule defining termination of employment
applicable to the option granted herein, such rule shall be
substituted herefor.
(5) The Optionee agrees, by the acceptance of this Option, for himself and his
executors and administrators, that if a registration statement under the
Securities Act of 1933 is not in effect at the time of the exercise of any
portion of this Option, with respect to the sale by the Corporation and the
resale by the Optionee of the shares issuable upon such exercise, it shall
be a condition precedent to the right to purchase such shares that the
notice of exercise shall be accompanied by a written representation that
the Optionee or his executor or administrator is acquiring such shares for
his own or such executor's or administrator's account for investment and
not with a view to the distribution thereof.
<Page>
(6) The Corporation shall be not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise
of this Option until the admission of such shares to listing on any stock
exchange on which the Corporation's stock may then be listed and until the
Corporation takes such steps as may be required by law and applicable
regulations, including rules and regulations of the Securities and Exchange
Commission and any stock exchange as above mentioned, or until, in the
opinion of counsel for the Corporation, any such listing or registration or
other steps are not required.
(7) The shares issued may be authorized but unissued stock, or treasury stock.
and the number of shares with respect to which this Option may be
exercised, and the price payable with respect thereto, shall be properly
adjusted if the Corporation shall at any time declare a stock split, issue
any stock dividend, or make a reclassification of such stock, so that the
Optionee or his executors, administrators, legatees or distributees
entitled hereunder shall not be in any way in a better or worse position as
to the number of shares acquired and the aggregate amount paid therefore,
solely from having exercised this option with respect to any of said shares
after, rather than before, such stock split, stock dividend, or
reclassification.
(8) The granting of this Option shall not constitute or be evidence of any
agreement or understanding, express or implied, on the part of the
Corporation or any of its subsidiaries to employ the Optionee for any
specified period. The Company continues to retain the absolute right to
terminate the employment relationship with the Optionee at any time, with
or without good cause.
(9) This Option shall be binding upon the Corporation and its successors and
assigns, and upon the Optionee and his administrators and executors.
(10) Whenever the Corporation is required to issue or transfer shares of its
Common Stock to Optionee pursuant hereto, the Corporation shall have the
right to require the Optionee to remit to the Corporation an amount
sufficient to satisfy all federal, state and local withholding tax
requirements, if any.
(11) The Optionee agrees, by the acceptance of this Option, to the amendment of
this Grant Agreement, the Notice of Grant of Stock Option and the form of
exercise of option provided by the Corporation, in any manner requested by
the Corporation pursuant to advice from the Securities and Exchange
Commission at any time during the term of this Option, and to execute any
and all instruments relative thereto when so requested by the Corporation.
(12) Throughout this agreement, the masculine gender shall be deemed to include
the feminine.
<Page>
(13) This Option is not transferable by the Optionee otherwise than by will or
by the laws of descent and distribution and during the lifetime of the
Optionee it is exercisable only by the Optionee.
<Page>
EXHIBIT 10.3D
GRANT AGREEMENT
NONQUALIFIED STOCK OPTION
Thomas & Betts Corporation (the "Corporation"), for and in consideration of the
provisions and conditions as stated herein and in the Corporation's 1993
Management Stock Ownership Plan (the "Plan") and other good and valuable
consideration, does hereby grant to the employee (one of the key employees of
the Corporation) identified in the attached Notice of Grant of Stock Option (the
"Optionee") this option to purchase from the Corporation the number of shares of
Common Stock of the Corporation at the price per share set forth in the Notice
of Grant of Stock Option, which option is not intended to qualify as an
incentive stock option ("ISO") as that term is defined in Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
The option granted pursuant to this Grant Agreement (the "Option") shall be
subject to the following conditions:
(1) Subject to the provisions of Paragraph 4, the Option shall become
exercisable in three installments in accordance with the following schedule
and after the expiration of the following periods of time:
<Table>
<Caption>
Portion of Period from which
Installment Option Grant Option Granted
----------- ------------ --------------
First One-third 12 months
Second One-third 24 months
Third One-third 36 months
</Table>
If the Optionee does not purchase the full number of shares which he has at any
time become entitled to purchase, he may purchase all of any part of those
shares at any subsequent time during the term of this Option.
(2) The Option herein granted to the extent that it is exercisable may be
exercised by giving written notice to the Corporate Human Resources
Department or other designated person of the Corporation at its principal
office no later than the Expiration Date (as defined in Paragraph 3). Such
notice shall include a statement of the number of shares with respect to
which this Option is being exercised and the exercise date, and shall be
accompanied by full tender of the purchase price payable which may be made
in whole or in part either in cash or by the exchange of such number of
whole shares of Thomas & Betts Corporation Common Stock owned by the
Optionee whose fair market value as of the close of the business day
immediately preceding the specified Exercise Date does not exceed the
purchase price payable; PROVIDED, HOWEVER, that the following holding
periods shall have been satisfied with respect to shares to be exchanged;
(i) if the shares to be exchanged were acquired by exercise by an ISO, such
ISO shall have been granted at least two years prior thereto; and (2) if
the shares to be exchanged were acquired by exercise of an option, such
Common Stock shall have been owned by the Optionee for at least one year
prior to such payment; and further provided that the Committee shall have
the right, upon prior notice to the holders of options, to modify, suspend
or cancel the right to pay the purchase price in whole or in part by
exchange of shares at any time in the event the Committee determines
<Page>
that there has been a change in tax or accounting consequences to the
Corporation or to Optionee. Nothing in this agreement shall confer upon the
Optionee any rights as a stockholder prior to the time of the delivery to
the Optionee of a stock certificate for the shares purchased under this
agreement.
(3) Unless this Option expires earlier in accordance with any provision of
Paragraph 4, this Option shall expire on the date which is ten (10) years
from the Date of Grant (the "Expiration Date").
(4) If, prior to the Expiration Date, the Optionee (i) becomes totally and
permanently disabled as determined by the Corporation in its sole
discretion, (ii) retires, (iii) dies, or (iv) otherwise terminates or is
terminated as an employee of the Corporation, this option shall be
exercisable under the circumstances and for the time periods set forth
below, but only to the extent such time periods do not extend beyond the
Expiration Date:
(a) If the Optionee's employment terminates or is terminated for any
reason other than (i) retirement, (ii) the Optionee becoming totally
and permanently disabled, (iii) death, or (iv) under the circumstances
described in Paragraph 4(b), this Option may be exercised within
thirty (30) days of the date of such termination to the extent
exercisable in accordance with the provisions of Paragraph 1;
(b) In the event that (i) the Optionee has an employment agreement with
the Corporation which provides for his continued employment following
a change in control ("Employment Agreement") and (ii) a "Change in
Control," as defined in Section 2 of such Employment Agreement,
occurs, this Option shall become fully exercisable upon the "Effective
Date," as defined in Section 1(a) of such Employment Agreement,
notwithstanding any provision in Paragraph 1 to the contrary; in
addition, if such Optionee's employment with the Corporation is
thereafter terminated under the circumstances described in Section
7(d) of such Employment Agreement, this Option shall remain
exercisable at any time prior to the Expiration Date;
(c) If the Optionee retires at his normal or later retirement date or,
with the consent of the Corporation, takes early retirement, this
Option may be exercised in full, notwithstanding the provisions of
Paragraph 1, at any time within six (6) years of the date of
retirement;
(d) If the Optionee becomes totally and permanently disabled, this Option
may he exercised in full, notwithstanding the provisions of Paragraph
1, at any time within six (6) years of the date the Optionee's service
as an employee is terminated within the meaning of the Code by reason
of being totally and permanently disabled;
(e) If the Optionee dies while he is employed or within three (3) years of
his retirement in accordance with subparagraph (c) above, this Option
may be exercised in full, notwithstanding the provisions of Paragraph
1, at any time within three (3) years of the Optionee's date of death
by the legal representative of the Optionee or any
<Page>
person who acquires this Option by bequest or inheritance; and
(f) For purpose of this Paragraph 4, a sick leave or other bona fide leave
of absence granted in accordance with the Corporation's usual
procedure which does not operate to interrupt continuous employment
for other benefits granted by the Corporation shall not be considered
a termination of employment or interruption of continuous employment
hereunder and an employee who is granted such a leave of absence shall
be considered to be continuously employed during such period of leave;
provided, that if the Code or the regulations promulgated thereunder
establish a more restrictive rule defining termination of employment
applicable to the option granted herein, such rule shall be
substituted here for.
(5) The Optionee agrees, by the acceptance of this Option, for himself and his
executors and administrators, that if a registration statement under the
Securities Act of 1933 is not in effect at the time of the exercise of any
portion of this Option, with respect to the sale by the Corporation and the
resale by the Optionee of the shares issuable upon such exercise, it shall
be a condition precedent to the right to purchase such shares that the
notice of exercise shall be accompanied by a written representation that
the Optionee or his executor or administrator is acquiring such shares for
his own or such executor's or administrator's account for investment and
not with a view to the distribution thereof.
(6) The Corporation shall be not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise
of this Option until the admission of such shares to listing on any stock
exchange on which the Corporation's stock may then be listed and until the
Corporation takes such steps as may be required by law and applicable
regulations, including rules and regulations of the Securities and Exchange
Commission and any stock exchange as above mentioned, or until, in the
opinion of counsel for the Corporation, any such listing or registration or
other steps are not required.
(7) The shares issued may be authorized but unissued stock, or treasury stock,
and the number of shares with respect to which this Option may be
exercised, and the price payable with respect thereto, shall be properly
adjusted if the Corporation shall at any time declare a stock split, issue
any stock dividend, or make a reclassification of such stock, so that the
Optionee or his executors, administrators, legatees or distributees
entitled hereunder shall not be in any way in a better or worse position as
to the number of shares acquired and the aggregate amount paid therefore,
solely from having exercised this option with respect to any of said shares
after, rather than before, such stock split, stock dividend, or
reclassification.
(8) The granting of this Option shall not constitute or be evidence of any
agreement or understanding, express or implied, on the part of the
Corporation or any of its subsidiaries to employ the Optionee for any
specified period. The Company continues to retain the absolute right to
terminate the employment relationship with the Optionee at any time, with
or without good cause.
(9) This Option shall be binding upon the Corporation and its successors and
assigns, and upon the Optionee and his administrators and executors.
<Page>
(10) Whenever the Corporation is required to issue or transfer shares of its
Common Stock to Optionee pursuant hereto, the Corporation shall have the
right to require the Optionee to remit to the Corporation an amount
sufficient to satisfy all federal, state and local withholding tax
requirements, if any.
(11) The Optionee agrees, by the acceptance of this Option, to the amendment of
this Grant Agreement, the Notice of Grant of Stock Option and the form of
exercise of option provided by the Corporation, in any manner requested by
the Corporation pursuant to advice from the Securities and Exchange
Commission at any time during the term of this Option, and to execute any
and all instruments relative thereto when so requested by the Corporation.
(12) Throughout this agreement, the masculine gender shall be deemed to include
the feminine.
(13) This Option is not transferable by the Optionee otherwise than by will or
by the laws of descent and distribution and during the lifetime of the
Optionee it is exercisable only by the Optionee.