THOMAS & BETTS CORPORATION
1993 MANAGEMENT STOCK OWNERSHIP PLAN
(AS AMENDED THROUGH MARCH 5, 1998)
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 effect 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 definition of an "outside director" as set forth in Internal Revenue
Code Section 162(m), paragraph (e)(3) and a "disinterested person" as set
forth in Rule 16b-3(c)(i) of the Securities and 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 and/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.
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 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, no 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.
(b) In no event, however, except as subject to adjustment as provided
in Section 6, shall more than 1,500,000 (one million, five hundred thousand)
shares of Common Stock be cumulatively available for issuance pursuant to the
exercise of ISOs awarded under the Plan.
(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.
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(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 Internal Revenue Code Section
162(m), paragraph (e), and subject to adjustment as provided in Section 6, no
officer or employee may receive, in any given year, grants of stock options
and/or SARs which, singly or in the aggregate, cover more than 200,000 shares
of the Common Stock. [Amended by shareholders May 7, 1997.]
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; and (iii) the price per share for any outstanding stock options, SARs
and stock awards under the Plan.
In the event that the Corporation undergoes a change of control (as
defined below), or is not the surviving company in a merger, consolidation or
amalgamation 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. [Amended by Human Resources Committee June 4, 1997.]
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
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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.
(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 under an ISO, such ISO shall have been granted at least
two years prior thereto and the Common Stock shall have been owned by the
optionee for at least one year 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.
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(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 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 not be nontransferable and shall not be assignable, alienable,
saleable or otherwise transferable by the participant other than by will or
the
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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).
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 role 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 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
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shall not establish any fiduciary relationship between the Corpo- ration
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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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
422A(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:
Portion of Period from which
Installment Option Granted Option Granted
----------- -------------- -----------------
First One-third 12 months
Second One-third 24 months
Third One-third 36 months
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 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
the 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) 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 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.
(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.
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
422A(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:
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
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 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 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 the 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 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.
(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 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.
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 422A(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:
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
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 if the shares to be exchanged were acquired under an ISO,
such ISO shall have been granted at least two years prior thereto and
the 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) 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 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
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.
(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.
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 422A(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 Optionshall become
exercisable in three installments in accordance with the following
schedule and after the expiration of the following periods of time:
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
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 if the shares to be exchanged
were acquired under an ISO, such ISO shall have been granted at least
two years prior thereto and the 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;
(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
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.