THOMAS & BETTS CORPORATION RETIREMENT PLAN
FOR NONEMPLOYEE DIRECTORS
(as amended December 3, 1997)
Effective as of September 6, 1989, THOMAS & BETTS CORPORATION hereby
establishes the Thomas & Betts Corporation Retirement Plan for Nonemployee
Directors, including Nonemployee Directors that have retired on or after May
1, 1987, a nonqualified deferred compensation plan for the exclusive benefit
of its Nonemployee Directors, pursuant to authorization of the Board of
Directors of THOMAS & BETTS CORPORATION.
ARTICLE I
INTRODUCTION
Section 1.1 NAME OF PLAN. The name of the plan is the "Thomas & Betts
Corporation Retirement Plan for Nonemployee Directors." It is also referred to
as the "Plan."
Section 1.2 EFFECTIVE DATE. The effective date of the Plan is
September 6, 1989.
ARTICLE II
DEFINITIONS
Section 2.1 "Beneficiary" shall mean the person or persons, natural or
otherwise, designated by a Participant under Section 4.1 to receive a death
benefit payable under Section 3.4.
Section 2.2 "Board" shall mean the Board of Directors of Thomas & Betts
Corporation.
Section 2.3 "Board Service Year" shall mean the interval between two
successive Annual Meetings of Shareholders. Any fraction of a year shall be
deemed a full Board Service Year.
Section 2.4 "Change of Control" 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
Company's outstanding voting securities ordinarily having the right to vote
for the election of directors of the Company; or (ii) individuals who, as of
the date hereof, constitute the Board (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 Company'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 Company, 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.
Section 2.5 "Company" shall mean Thomas & Betts Corporation.
Section 2.6 "Committee" shall mean the Corporate Governance Committee of
the Board or its delegate.
Section 2.7 "Nonemployee Director" shall mean a director serving on the
Board of the Company who is not and has never been an employee of the Company or
any of its subsidiaries or affiliated business entities.
Section 2.8 "Participant" shall mean a person who satisfies or has
satisfied all eligibility requirements necessary to receive benefits under this
Plan pursuant to Section 3.1.
Section 2.9 "Payment Date" shall mean the last business day in April of
each calendar year.
Section 2.10 "Retainer" shall mean the annual retainer fee in effect at
the time that a Participant's service on the Board as a Nonemployee Director is
terminated.
ARTICLE III
BENEFITS UNDER THE PLAN
Section 3.1 ELIGIBILITY TO RECEIVE BENEFITS. A Nonemployee Director
shall be eligible to receive benefits under this Plan if (1) he or she was
elected a member of the Board prior to December 4, 1997, and (2) at the time of
termination from service as a Nonemployee Director, such person has completed
at least five (5) Board Service Years (whether or not such periods are
consecutive) as a Nonemployee Director or there has been a Change of Control.
Section 3.2 VESTING OF BENEFITS. No Participant shall be vested in
any benefits under this Plan until such Participant completes five (5) Board
Service Years (whether or not such periods are consecutive) as a Nonemployee
Director. After completion of five (5) Board Service Years (whether or not such
periods are consecutive) as a Nonemployee Director, a Participant shall be
vested fifty percent (50%) in the benefits provided under the Plan. For each
additional Board Service Year as a Nonemployee Director thereafter, a
Participant shall vest an additional ten percent (10%) until such Participant is
fully vested. In the case of any break in service, all Board Service Years
shall be aggregated to measure the total period of service. Notwithstanding
any provision in this Section 3.2, in the event of a Change of Control, a
Participant shall be one hundred percent (100%) vested in the benefits provided
under this Plan.
Section 3.3 AMOUNT OF ANNUAL BENEFIT PAYABLE. A participant who is
eligible to receive benefits under this Plan shall be entitled to receive an
annual benefit of an amount equal
to the Participant's vested percentage (calculated in accordance with Section
3.2) of the Retainer (the "Annual Benefit").
Section 3.4 TIME AND DURATION OF PAYMENTS. The Annual Benefit
shall be paid to the Participant or his or her Beneficiary on each Payment
Date, beginning with the Payment Date immediately following the Participant's
termination from service as a Nonemployee Director (the "First Payment
Date"). The Annual Benefit shall be paid for a number of Payment Dates (which
includes the First Payment Date) not to exceed the lesser of:
(a) The Participant's number of Board Service Years as a Nonemployee
Director; or
(b) 10 payment dates.
In the event of the death of a Participant, any benefit under the plan that
remains unpaid shall be paid to his or her Beneficiary at the same time and in
the same manner that the benefit would have been paid to the Participant.
However, a Participant may elect to defer the commencement date for the
payment of benefits under this Plan from the First Payment Date to the Payment
Date immediately following the date on which such Participant attains age 70.
Such election must be in writing and delivered to the committee prior to the
date that such Participant terminates service as a Nonemployee Director. In the
case of an election pursuant to this Section 3.4, the amount of the Annual
Benefit for each year provided by Section 3.3 shall be increased annually, until
such Annual Benefit is paid, by interest in an amount equal to the rate of
interest that the Company could obtain for an investment in a one-year
Certificate of Deposit on the Payment Date.
Section 3.5 NON-ASSIGNABILITY OF INTERESTS. The interests herein and
the right to receive benefits hereunder may not be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, or subjected to any charge or legal
process, and if any attempt is made to do so, or
a Participant becomes bankrupt, the interests under the Plan of the person
affected may be terminated by the Committee, which, in its sole discretion,
may cause the same to be held or applied for the benefit of one or more of
the dependents of such person or make any other disposition of such interests
as it deems appropriate.
Section 3.6 UNFUNDED AND UNSECURED PROMISE TO PAY. Any benefit
under this Plan shall be an unfunded and unsecured promise to pay and any
payments made by the Company pursuant to this Plan shall be made from the
general assets of the Company. However, the Company may in its discretion
set aside assets or purchase annuity or life insurance contracts to discharge
all or a part of its obligation under this Plan. Any such assets shall
remain the property of the Company, subject to creditors of or claims against
the Company. However, nothing contained in this Plan shall be construed as
the creation by the Company of an escrow account or trust fund or any other
form of asset segregation. The rights of a Participant or his or her
Beneficiary shall be only those of an unsecured creditor and such persons
shall not have any right, title or interest in any assets of the Company.
The only right of the Participant or his or her Beneficiary shall be the
right to receive the benefits provided by this Plan.
Section 3.7 FORFEITURE OF BENEFITS. All benefits not yet paid for
which a Nonemployee Director would be otherwise eligible under this Plan
shall be forfeited in the event that the Committee determines that any of the
following circumstances has occurred:
(a) The Nonemployee Director has engaged in knowing and willful misconduct
in connection with his or her service as a director; or
(b) The Nonemployee Director, without the consent of the Board at any time
during or after his or her period of service as a Nonemployee
Director, is employed by, becomes associated with, renders service (as
a director or otherwise) to, or owns an
interest (other than as a shareholder with a nonsubstantial interest) in,
any business which is competitive with, or which controls a business which
is competitive with the Company or any affiliates of the Company.
ARTICLE IV
BENEFICIARIES
Section 4.1 DESIGNATION OF BENEFICIARY. Each Participant may
designate from time to time any person or persons, natural or otherwise, as
his or her Beneficiary or Beneficiaries to whom benefits under Section 3.4
are to be paid. Each Beneficiary designation shall be made on a form
prescribed by the Committee and shall be effective only if one executed copy
thereof is mailed, filed or otherwise delivered to the Committee during the
Participant's lifetime. Each executed Beneficiary designation mailed, filed
or otherwise delivered during the Participant's lifetime to the Committee
shall revoke all Beneficiary designations previously made by the Participant.
If no beneficiary designation is on file with the Committee at the time of
the Participant's death, or if the person or persons designated as
Beneficiary shall have predeceased the Participant, or if there is a dispute
as to the Participant's legal beneficiary, the benefits under Section 3.4
shall be paid to the Participant's estate.
ARTICLE V
PLAN ADMINISTRATION
Section 5.1 ADMINISTRATION. This Plan shall be administered by the
Committee. The Committee shall have the authority to interpret this Plan and
any such interpretation shall be final and binding on all parties. The
Committee shall have the authority to delegate to others the duties and
responsibilities of maintaining records and making distributions hereunder.
The Board, or if
specifically delegated, its delegate, may amend or terminate this Plan at any
time, provided that no such amendment or termination shall adversely affect
the amounts payable under the Plan before the time of such amendment or
termination unless the Participant becomes entitled to a benefit at least
equal in value to such amount under another plan or practice adopted by the
Company, and provided, further, that after a Change of Control this Plan may
not be amended with respect to the amount or treatment of benefits already
accrued under this Plan without the written consent of a majority of
Participants determined as of the day before such Change of Control. The
Company will pay for all distributions made pursuant to this Plan and for all
costs, charges and expenses relating to the administration of this Plan.
Section 5.2 APPLICABLE LAW. All questions pertaining to the
construction, validity and effect of this Plan shall be determined in
accordance with the laws of the State of Tennessee.