EXHIBIT 10.7
THOMAS & BETTS CORPORATION
RESTRICTED STOCK PLAN FOR NONEMPLOYEE DIRECTORS
(As amended by the Board of Directors on March 7, 2003)
1. Purpose and Effective Date. The purpose of the Thomas & Betts
Corporation Restricted Stock Plan for Nonemployee Directors (the "Plan") is to
promote the Corporation's long-term interests by attracting and retaining
persons of outstanding competence to serve as directors. The Plan is designed to
supplement the cash retainer and meeting fees paid to Nonemployee Directors for
service as such and to encourage and enable them to increase their proprietary
interest in the Corporation's long-term progress and success. The Plan shall
become effective upon its approval by the shareholders of the Corporation.
2. Stock Available for the Plan. The stock that may be granted under
the Plan is the Common Stock of the Corporation, par value $.10 per share (the
"Common Stock"), not exceeding a total of 40,000 shares except as adjusted in
accordance with paragraph 3 below, which may be either authorized and unissued
shares or issued shares acquired by the Corporation or a combination thereof.
Any restricted share awarded under this Plan which become forfeited for any
reason shall not again be available for other awards under the Plan.
3. Adjustment in the Event of Change in Stock. In the event of any
change in the number or kind of outstanding shares of Common Stock by reason of
a recapitalization, merger, consolidation, dividend, combination of shares, or
any other change in the corporate structure or shares of stock of the
Corporation, the committee of the Board of Directors administering the Plan will
make appropriate adjustments in the number of shares available for delivery
pursuant to the provisions of this Plan and the number of shares to be awarded
to each participant under this Plan.
4. Eligibility for Participation in the Plan. Any person who is elected
a director of the Corporation and is not an employee of the Corporation or any
subsidiary or affiliate of the Corporation ("Nonemployee Director" or
"Participant") shall be a Participant in the Plan.
5. Awards of Restricted Stock. Upon the effective date of this Plan,
each Participant in the Plan shall receive an award of 600 restricted shares of
Common Stock. Thereafter, awards consisting of 600 restricted shares of Common
Stock will be made to each Participant who is elected or who continues as a
director each year, effective as of the date of the Annual Meeting of
Shareholders. A Nonemployee Director who is elected to fill a vacancy or a newly
created directorship in the interim between Annual Meetings will receive,
effective as of the date of such election, a prorated award based upon the
number of full or partial months such director will serve between the month in
which he or she is elected and the next Annual Meeting. (Amended by the Board of
Directors on March 7, 2003 to reflect an increase in the annual limit on
individual awards).
Each award of restricted shares under this Plan shall be registered in
the name of the Participant as soon as practicable, but shall be expressly
subject to the restrictions, the service provisions, and the other terms and
conditions set forth in Section 6 of this Plan.
6. Restrictions, Removal of Restrictions, and Terms and Conditions of
Awards of Restricted Shares. (a) Each Participant shall have the right to
receive all dividends and other distributions, if any, made with respect to
restricted shares registered in his or her name and shall have the right to vote
or execute proxies with respect to such registered restricted shares, unless and
until such shares are forfeited pursuant to the provisions of this Plan.
Possession of the certificates of restricted shares shall be retained
by the Secretary or such other person designated by the committee administering
the Plan, for the benefit of Participants, but subject to the restrictions of
this Plan, until the provisions of the Plan relating to removal of the
restrictions have been satisfied.
(b) Shares of restricted stock may not be sold, assigned, pledged or
otherwise transferred by the Participant unless and until all of the
restrictions imposed by this Plan have been removed pursuant to the provisions
of this Plan. Certificates for restricted shares shall bear an appropriate
legend evidencing such limitation on disposal, and the Participant in whose name
the shares are registered shall execute a stock power or other instrument of
assignment endorsed in blank which will permit transfer to the Corporation of
all or any portion of the shares that shall be forfeited.
(c) None of the shares of restricted stock awarded under this Plan
shall become free of restrictions and nonforfeitable until the termination of
the Participant's service as a director of the Corporation at the earliest of
the Participant's:
(i) death or disability;
(ii) retirement from the Board in accordance with the retirement policy
adopted by the Board;
(iii) failure to be re-elected after being duly nominated; or
(iv) resignation with the consent of the Board.
Subject to paragraph (d) below, any involuntary termination for cause
effected by Board or shareholder action shall result in forfeiture of the
restricted shares.
(d) In the event of a "change of control" of the Corporation (as
defined below) and the involuntary termination of the Participant's service as a
director, except for cause, the forfeiture provisions relating to all of the
affected director's restricted shares shall immediately lapse and the shares
shall be released to the terminated director.
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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 Securities Exchange Act of
1934 (the "Exchange 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 Exchange 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 Exchange Act) shall be, for purposes of this Plan, considered as
though such person were a member of the Incumbent Board.
(e) Any shares of Common Stock received by a Participant as a stock
dividend, or as a result of stock splits, recapitalizations, combinations,
exchanges of shares, reorganizations, mergers, consolidations or otherwise which
are derived directly or indirectly from shares of restricted stock issued under
this Plan shall have the same status, be subject to the same restrictions, and
shall bear the same legend as the shares received pursuant to this Plan.
(f) Notwithstanding any other provision of this Plan, the issuance or
delivery of any shares may be postponed for such period as may be required to
comply with any applicable requirements of any national securities exchange or
any requirements under any other law or regulation applicable to the issuance or
deliver of such shares, and the Corporation shall not be obligated to issue or
deliver any such shares if the issuance or delivery thereof shall constitute a
violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange.
7. No Right to Nomination. Nothing contained in this Plan shall confer
upon any director the right to be nominated for re-election to the Board.
8. Administration of Plan. The Plan will be administered by the
Corporate Governance Committee or by such other committee as may be designated
by the Board of Directors (the "Committee"); provided, however, that the
Committee's functions shall be essentially ministerial and limited to
interpreting the provisions of the Plan. The Committee shall have no power to
determine eligibility for awards, the number of shares to be awarded to each
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Participant, the timing of the awards, or to authorize release of restrictions
on shares awarded under the Plan otherwise than as specifically set forth in
this Plan.
9. Amendment or Termination of Plan. The Corporation reserves the right
to amend, modify, suspend, or terminate this Plan at any time by action of its
Board of Directors, provided that such action shall not adversely affect any
Participant's rights under the provisions of this Plan with respect to awards of
restricted stock which were made prior to such action, and further provided that
any change in eligibility under the Plan or in the number of shares available
for grant under the Plan, other than as set forth in Section 3, will be subject
to the approval of the shareholders of the Corporation. Notwithstanding anything
to the contrary in the immediately preceding sentence or otherwise in the Plan,
Sections 3, 4, 5 and/or 6 shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, federal securities law or the rules thereunder,
and the listing standards of the New York Stock Exchange.
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