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EXHIBIT 10g
HUBBELL INCORPORATED
INCENTIVE COMPENSATION PLAN
Restated and Amended, Effective December 15, 1993
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HUBBELL INCORPORATED
INCENTIVE COMPENSATION PLAN
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ARTICLE I
PURPOSE
1.1 The purpose of this Incentive Compensation Plan (the "Plan") is
to provide incentive compensation to executive and administrative employees of
Hubbell Incorporated (the "Company") and its subsidiaries who have contributed
effectively to the success of the Company by their ability, industry, loyalty
or exceptional services and to encourage continuance of their services with the
Company by a form of recognition of their efforts in contributing significantly
to the success and growth of the Company in the preceding fiscal year.
1.2 The persons eligible to participate in the Plan shall be those
employees who are primarily responsible in an administrative or executive
capacity for the direction of the functions and operations of the divisions and
departments within the Company or a subsidiary of the Company.
ARTICLE II
ADMINISTRATION
2.1 The Board of Directors shall appoint in each year from among
their number at least three directors, none of whom shall be an employee of the
Company, to be known as the Bonus and Salary Committee (the "Committee"), to
serve at the pleasure of the Board. Vacancies in the Committee shall be filled
by the Board.
2.2 The Committee shall administer the Plan in a nondiscriminatory
manner under such rules, regulations and criteria as it shall prescribe. It
shall designate a member thereof as secretary to keep minutes and records of
its proceedings. It shall report its doings to the Board of Directors. Its
decisions in the administration and interpretation of the Plan shall be final
as to all interested parties and shall be and constitute acts of the Company.
2.3 The Committee shall from time to time designate the employees
eligible for participation in the Plan. The persons so designated by the
Committee are hereinafter called "participants". In making such designations
the Committee shall give consideration to the recommendations and criticisms of
the executive officers of the Company.
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2.4 The Committee in its discretion shall determine after the close
of each fiscal year the amount, if any, of the incentive payment to be awarded
for such fiscal year to each participant. In determining the amount thereof
the Committee shall consider the responsibility and position of the participant
during such fiscal year, the accomplishments of the division or department
under his direction during such fiscal year, the amount of his annual salary
during such fiscal year and such other factors as the Committee deems
pertinent. The amount of incentive payment to any participant shall not be
greater than the annual salary paid to him during such fiscal year. The total
of the incentive payments awarded by the Committee with respect to each fiscal
year shall not exceed the total amount of the incentive compensation fund as
determined under Article III.
ARTICLE III
COMPUTATION
OF INCENTIVE COMPENSATION FUND
3.1 Incentive payments under the Plan shall be made out of the
incentive compensation fund. The amount of the incentive compensation fund
available for distribution by the Committee shall be as audited and certified
by the independent auditors of the Company who shall report the amount thereof
to the Board of Directors and to the Committee upon conclusion of the audit of
the books for the fiscal year.
3.2 The incentive compensation fund shall be limited to that amount
determined by the independent auditors of the Company. The annual amount paid
to the incentive compensation fund shall be equal to 4% of the amount by which
the consolidated net earnings of the Company and its subsidiaries exceed 10% of
their invested capital and long-term debt at the beginning of each fiscal year.
Net earnings shall be computed before provision for the deduction of (i)
federal and state income taxes, (ii) the amount of the incentive compensation
fund accrued for the year, (iii) extraordinary items and prior period
adjustments and (iv) such other adjustments as the auditors deem appropriate
under accepted accounting procedures and practices.
3.3 The unawarded balance of said fund with respect to any fiscal
year shall be returned to the general funds of the Company at the end of three
years.
ARTICLE IV
METHOD OF MAKING
INCENTIVE PAYMENTS
4.1 Incentive payments awarded under the Plan shall be paid in cash.
The amount of any incentive payment to be made to a participant in cash shall
be paid as soon as
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practicable (but not later than six months) after the close of the fiscal year
for which such incentive payment is awarded. Notwithstanding anything
contained in the Plan to the contrary, the incentive payments to be awarded to
the Chief Executive Officer, the Executive Vice Presidents, the Group Vice
President and the General Counsel and Secretary of the Company for the fiscal
year ended December 31, 1993, shall be paid on or before December 31, 1993.
ARTICLE V
GENERAL PROVISIONS
5.1 Neither the establishment of the Plan nor the selection of any
employee as a participant shall give any such participant any right to be
retained in the employ of the Company or any subsidiary of the Company, or any
right whatsoever under the Plan other than to receive incentive payments
awarded by the Committee.
5.2 The place of administration of the Plan shall be conclusively
deemed to be within the State of Connecticut, and the validity, construction,
interpretation and effect of the Plan, its rules and regulations and the rights
of any and all participants having or claiming to have an interest therein or
thereunder shall be governed by and determined conclusively and solely in
accordance with the laws of the State of Connecticut.
5.3 No member of the Board of Directors or of the Committee shall be
liable to any person in respect of the Plan for any act or omission of such
member or of any other member or of any officer, agent or employee of the
Company.
ARTICLE VI
AMENDMENT, SUSPENSION
OR TERMINATION
6.1 The Board of Directors of the Company may from time to time
amend, suspend or terminate, in whole or in part, any or all of the provisions
of the Plan, provided that no such action shall affect the rights of any
participant or the operation of the Plan with respect to any payment to which a
participant may have become entitled, deferred or otherwise, prior to the
effective date of such action.
6.2 No amendment without prior stockholder approval shall be adopted
by the Board of Directors which shall alter the present formula for determining
the incentive compensation fund so as to increase the maximum annual amount
available for distribution or retroactively affect the payment of any incentive
payment awarded for any prior fiscal year.
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ARTICLE VII
EFFECTIVE DATE OF THE PLAN
The Plan shall become effective on December 10, 1968.
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As restated and amended on December 15, 1993
11/05/93
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