EXHIBIT 10.10
THOMAS & BETTS CORPORATION
DEFERRED FEE PLAN FOR NONEMPLOYEE DIRECTORS
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1998)
ARTICLE 1
INTRODUCTION
1.1 RECITALS.
(a) Effective January 1, 1986, the Board of Directors (the "Board")
of Thomas & Betts Corporation (the "Corporation") approved and adopted the
Thomas & Betts Deferred Fee Plan for Nonemployee Directors for the purpose
of providing nonemployee directors with the opportunity to defer receipt of
compensation earned as a director to a date following termination of such
service and to aid the Corporation in attracting and retaining as members
of its Board of Directors persons whose abilities, experience and judgment
can contribute to the well being of the Corporation.
(b) The Thomas & Betts Deferred Fee Plan for Nonemployee Directors
was amended and restated effective November 3, 1993, as the Deferred Fee
Plan for Nonemployee Directors of Thomas & Betts Corporation (the "Plan").
(c) The Board, desiring to amend the Plan to provide nonemployee
directors with nonelective deferred fees in the form of stock credits, to
add alternative reference funds as an additional mode of elective fee
deferral, and to make certain other changes, hereby amends and restates the
Deferred Fee Plan for Nonemployee Directors of Thomas & Betts Corporation
in its entirety to read as set forth herein, effective January 1, 1998.
1.2 NAME AND PURPOSE. The name of this Plan is the "Deferred Fee Plan for
Nonemployee Directors of Thomas & Betts Corporation." The purpose of the Plan
is as stated in Section 1.1 above.
1.3 DEFINITIONS. Whenever used in the Plan, the following terms shall
have the meaning set forth or referenced below:
(a) "Account" means a Stock Account, a Mutual Fund Account, or a
pre-1998 Cash Account.
(b) "Board" has the meaning set forth in Section 1.1(a) above.
(c) "Board Year" means a year beginning with the day on which the
annual meeting of the shareholders of the Corporation (the "Shareholders'
Meeting") is held, and ending on the day prior to the annual Shareholders'
Meeting in the next calendar year.
(d) "Business Day" means a day except for a Saturday, Sunday or a
legal holiday.
(e) "Cash Account" means a bookkeeping account which reflects the
Compensation deferred by a Participant for a Plan Year prior to 1998
pursuant to the provisions of the Plan then in effect.
(f) "Cash Credit" means a credit to a pre-1998 Cash Account,
expressed in whole dollars and fractions thereof.
(g) "Closing Price" means the closing price of the Common Stock as
reported in the New York Stock Exchange Composite Tape.
(h) "Committee" means, unless otherwise determined by the Board, the
Corporate Governance Committee of the Board, or a committee consisting of
at least two Nonemployee Directors who shall be appointed by the Board. If
the Board does not appoint a committee, then references to Committee in the
Plan shall be deemed to be references to the Board.
(i) "Common Stock" means (i) the common stock, no par value, of the
Corporation, adjusted as provided in Section 4.8, or (ii) if there is a
merger or consolidation and the Corporation is not the surviving
corporation thereof, the capital stock of the surviving corporation given
in exchange for such common stock of the Corporation.
(j) "Compensation" means retainer fees for service on, and fees for
attendance at meetings of, the Board and any committees thereof, which are
payable to a Nonemployee Director during a Plan Year.
(k) "Corporation" has the meaning set forth in Section 1.1(a) above.
(l) "Deferred Compensation Account" means a bookkeeping account
established for a Participant under the Thomas & Betts Deferred Fee Plan
for Nonemployee Directors before November 3, 1993, which was converted to a
Cash Account or a Stock Account on or prior to December 31, 1993.
(m) "Fair Market Value" means the average of the high and the low
sales prices of the Common Stock as reported in the New York Stock Exchange
Composite Tape.
(n) "Mutual Fund Account" means a bookkeeping account which reflects
the Compensation deferred by a Participant pursuant to Section 2.5.
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(o) "Mutual Fund Credit" means a credit to the Mutual Fund Account,
expressed in units or shares.
(p) "Nonemployee Director" means any individual serving on the Board
who is not an employee of the Corporation or any of its subsidiaries or
affiliates.
(q) "Participant" means:
(i) A Nonemployee Director who has filed an election to
participate in the Plan under Section 2.2 of the Plan with regard to
any Plan Year, or who has deferred Compensation to an Account; and
(ii) Any Nonemployee Director who is eligible to receive Stock
Credits under Article 3.
(r) "Plan" has the meaning set forth in Section 1.1(b) above.
(s) "Plan Year" means the calendar year.
(t) "Stock Account" means a bookkeeping account which reflects: (i)
the Compensation deferred by a Participant pursuant to Section 2.4; and
(ii) the Deferred Fees credited pursuant to Article 3.
(u) "Stock Credit" means a credit to a Stock Account, calculated
pursuant to Section 2.4 or Article 3.
ARTICLE 2
ELECTIVE FEE DEFERRALS
2.1 ELIGIBILITY. Any Nonemployee Director may participate in the Plan by
making an election to defer Compensation pursuant to Section 2.2.
2.2 ELECTION TO PARTICIPATE.
(a) Each Nonemployee Director, and each first-time nominee for
director who is not an employee of the Corporation or any of its
subsidiaries or affiliates, may elect to defer payment of all or any
portion of his or her Compensation that is payable during any Plan Year.
Such election must be made prior to the date that services are rendered in
the Plan Year in which such Compensation otherwise would be paid.
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(b) An election to defer any Compensation under Section 2.2(a) above
shall be: (i) in writing; (ii) delivered to the Committee or to the
Secretary of the Corporation; and (iii) irrevocable with respect to a
current Plan Year. If a director does not elect to defer Compensation
payable to him or her during a Plan Year, all such Compensation shall be
paid directly to such Nonemployee Director in accordance with resolutions
adopted by the Board from time to time.
2.3 MODE OF DEFERRAL.
(a) For Plan Years commencing on or after January 1, 1998, a
Participant may elect to defer all or a portion of his or her Compensation
for a Plan Year to a Stock Account, a Mutual Fund Account or a combination
of such Accounts. Any such election shall be specified in the writing
referred to in Section 2.2(b) above that is delivered by the Nonemployee
Director to the Committee. A separate Stock Account and Mutual Fund
Account, as appropriate, shall be established for a Participant for each
such Plan Year in which he or she participates in the Plan under this
Article 2 or Article 3.
(b) For Plan Years commencing on or after January 1, 1994 and before
January 1, 1998, a Participant could elect to defer all or a portion of his
or her Compensation for a Plan Year to a Cash Account, a Stock Account or a
combination of such Accounts. A separate Cash Account and Stock Account,
as appropriate, was established for a Participant for each such Plan Year
in which he or she participated in the Plan. Separate Cash Accounts and
Stock Accounts were also established for the conversion of Participants'
Deferred Compensation Accounts on or prior to December 31, 1993.
(c) The Committee shall maintain such Accounts in the name of the
Participant. Compensation deferred to a Stock Account, a Mutual Fund
Account, or a pre-1998 Cash Account shall result in Stock Credits, or
Mutual Fund Credits, or Cash Credits, respectively.
2.4 STOCK ACCOUNT. The Stock Account of a Participant established with
respect to a Plan Year shall be credited, as of the day of such Plan Year on
which the deferred Compensation otherwise would have been payable to such
Participant, with Stock Credits equal to the number of shares of Common Stock
(including fractions of a share) that are equal in value to the amount of such
deferred Compensation, using the Fair Market Value of shares of Common Stock on
the day on which such Stock Account is so credited. The Stock Account of a
Participant who is eligible to participate under Article 3 shall also be
credited with the Stock Credits described in Article 3.
As of the date any dividend is paid to holders of shares of Common Stock,
such Stock Account shall be credited with additional Stock Credits equal to the
number of shares of Common Stock (including fractions of a share) that are equal
in value, using the Fair Market Value of shares of Common Stock on the dividend
payment date, to the amount which would have been paid as dividends on that
number of shares (including fractions of a share) of Common Stock which is equal
to the number of Stock Credits attributed to such Stock Account as of the record
date for the
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dividend payment. In the case of dividends paid in property other
than cash, the amount of the dividend shall be deemed to be the fair market
value of the property at the time of the payment of the dividend, as determined
in good faith by the Committee.
2.5 MUTUAL FUND ACCOUNT. For Plan Years commencing on or after January 1,
1998, the Mutual Fund Account of a Participant established with respect to a
Plan Year shall be credited, as of a date which is no later than ten Business
Days after the day of such Plan Year on which the deferred Compensation
otherwise would have been payable to such Participant, with Mutual Fund Credits
determined in accordance with the following. A Participant's Mutual Fund
Account may consist of any one or more of the investment funds or vehicles made
available by the Corporation from time to time under the Thomas & Betts
Corporation Supplemental Executive Investment Plan (hereinafter referred to as
"Reference Funds"). A Participant who has elected to defer all or a portion of
his or her Compensation for a Plan Year to a Mutual Fund Account shall further
elect which one or more of the Reference Funds shall be used for purposes of
crediting hypothetical investment gains (or losses) to such Mutual Fund
Account. The number of Mutual Fund Credits credited to a Participant's Mutual
Fund Account, if any, shall be based on the Participant's investment election,
the amount of Compensation deferred, and standard recordkeeping practices of
the Reference Funds selected by the Participant. The Mutual Fund Credits shall
be deemed, for bookkeeping purposes only, to increase or decrease to reflect
the hypothetical earnings and the hypothetical realized and unrealized gains
and losses of the Reference Funds selected by the Participant. Quarterly
Participant investment elections with respect to Reference Funds shall apply to
past or current contributions to the Participant's Mutual Fund Account(s), as
elected by the Participant.
2.6 CASH ACCOUNT. The Cash Account of a Participant established with
respect to a Plan Year ending prior to January 1, 1998 shall continue to be
credited as of the last day of each month, or as of the date the Cash Account is
distributed, if earlier, with Cash Credits in an amount equal to the product of
(a) the daily average balance in such Cash Account during such month and (b) the
ratio of the number of days in the month to 365 days, multiplied by the rate of
interest that the Corporation, on the first business day of each January, could
obtain for an investment in a one-year Certificate of Deposit, as determined by
the Committee.
ARTICLE 3
NONELECTIVE FEE DEFERRALS
3.1 ELIGIBILITY. Effective May 6, 1998, each Nonemployee Director shall
be eligible to participate in the Plan pursuant to this Article 3, unless he or
she is in one of the following excluded categories:
(a) A Nonemployee Director who is a participant in the Thomas & Betts
Corporation Retirement Plan for Nonemployee Directors (the "Retirement
Plan"), and who elects to continue to participate in the Retirement Plan,
as described in Section 3.2; or
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(b) A Nonemployee Director who has an individual compensation
agreement with the Corporation, unless such agreement expressly provides
for participation under this Article 3.
3.2 ELECTION RE RETIREMENT PLAN. On or before May 6, 1998, each
Nonemployee Director who is a participant in the Retirement Plan shall elect, in
writing, one of the following alternatives:
(a) To continue to participate in the Retirement Plan, in which event
he or she shall not be eligible to receive any Stock Credits under this
Article 3; or
(b) To cease to participate in the Retirement Plan, to participate in
the Plan pursuant to this Article 3, and to have his or her accrued benefit
under the Retirement Plan converted to initial Stock Credits to his or her
Stock Account established with respect to the 1998 Plan Year, as described
in this Section 3.2. A Nonemployee Director who makes this election shall
thereby waive all rights and benefits under the Retirement Plan.
If a Nonemployee Director makes the election described in paragraph (b)
above, his or her Stock Account with respect to the 1998 Plan Year shall be
credited with initial Stock Credits under this Article 3 equal to the number of
shares of Common Stock (including fractions of a share) that are equal in value
to the lump sum present value of his or her accrued benefit under the Retirement
Plan, using the Fair Market Value of shares of Common Stock on May 5, 1998. The
lump sum present value of the Nonemployee Director's accrued benefit under the
Retirement Plan shall be determined as of May 5, 1998, assuming solely for
purposes of such determination (i) full vesting, (ii) retirement at age 70, or
current age, if later, and (iii) an interest rate equal to the interest
assumption used by the Corporation for 1998 for financial reporting purposes for
qualified retirement plans.
3.3 ANNUAL GRANT OF STOCK CREDITS. Effective for Board Years beginning on
and after May 6, 1998, each Participant under this Article 3 who serves as a
director for a Board Year shall be entitled to have his or her Stock Account for
the Plan Year in which such Board Year ends credited with Stock Credits as
herein described. If the Participant serves as a director for the full Board
Year, his or her applicable Stock Account shall be credited as of the close of
such Board Year with Stock Credits equal to the number of shares of Common Stock
(including fractions of a share) that are equal in value to $7,500, using the
Fair Market Value of shares of Common Stock on the last Business Day of such
Board Year. The applicable Stock Account of a Participant under this Article 3
who serves for less than a full Board Year shall be credited as of the close of
the Board Year with pro-rata Stock Credits. Additional Stock Credits
attributable to dividends on Common Stock shall be credited to the applicable
Stock Accounts of Participants pursuant to Section 2.4.
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ARTICLE 4
DISTRIBUTION OF ACCOUNTS.
4.1 ELECTION OF TIME AND METHOD OF PAYMENT.
(a) Distribution of each Stock Account, Mutual Fund Account or
pre-1998 Cash Account of a Participant shall commence, in accordance
with such Participant's irrevocable election with respect to such
Account, as of (i) one month following such Participant's termination of
service as a director, (ii) January 15 of the Plan Year following the
Plan Year in which such Participant's service as a director ceases, or
(iii) January 15 of a Plan Year prior to the Plan Year in which the
Participant is scheduled to retire as a director, as specified by such
Participant at the time of his or her election; PROVIDED, HOWEVER, that
distribution of a Stock Account may not commence within six months of
the date a deferral election was made under Article 2 to defer
Compensation to such Account, and FURTHER PROVIDED that the distribution
of any Stock Account or Cash Account created by conversion of the
balance of a Deferred Compensation Account on or prior to December 31,
1993 shall be made pursuant to the election or elections in effect prior
to November 3, 1993, with respect to such Deferred Compensation Account.
If the date elected by a Participant for commencement of such
distribution is not a Business Day, such distribution shall commence as
of the next succeeding Business Day.
(b) Distribution of each Stock Account, Mutual Fund Account and
pre-1998 Cash Account shall be made, in accordance with the
Participant's irrevocable election with respect to such Account, in a
lump sum or in a number of annual installments (not to exceed 10). If
no such election is made, distribution shall be made in a lump sum.
Such payment or payments shall be in amounts determined pursuant to
Section 4.3 below, and shall be made as of the date specified pursuant
to Section 4.1(a) above, and such date of each succeeding Plan Year as
applicable.
(c) A Participant's irrevocable elections pursuant to Section 4.1(a)
and (b) above must be in writing and be delivered to the Committee with
such Participant's election to participate in the Plan for the applicable
Plan Year.
4.2 DISTRIBUTION IN CASH. Distribution of a Participant's Stock Accounts,
Mutual Fund Accounts, or pre-1998 Cash Accounts shall be made only in cash.
4.3 INSTALLMENT AMOUNT.
(a) STOCK ACCOUNT. The amount of each installment with respect to a
Stock Account of a Participant shall be equal to the product of the number
of Stock Credits attributable to such installment and the average of the
Closing Prices of shares of Common Stock on each Business Day during the
Corporation's fiscal month immediately preceding
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the day on which such installment is to be paid, except as otherwise
specified in the Plan. The number of Stock Credits attributable to an
installment with respect to such Stock Account (unless otherwise
specified in the Plan) shall be equal to the product of the current
number of Stock Credits attributed to such Stock Account and a fraction,
the numerator of which is one and the denominator of which is the number
of installments yet to be paid.
(b) MUTUAL FUND ACCOUNT. The amount of each installment with respect
to a Mutual Fund Account of a Participant shall be equal to the product of
the total current value of the Participant's Mutual Fund Account and a
fraction, the numerator of which is one and the denominator of which is the
number of installments yet to be paid. Such installment payments shall be
deemed to be made pro-rata from the Reference Funds in which such Mutual
Fund Account is hypothetically invested.
(c) CASH ACCOUNT. The amount of each installment with respect to a
pre-1998 Cash Account of a Participant shall be equal to the product of the
current balance in such Cash Account and a fraction, the numerator of which
is one and the denominator of which is the number of installments yet to be
paid.
4.4 SEVERE FINANCIAL HARDSHIP. Notwithstanding any other Section of this
Article 4, at the written request of a Participant or a Participant's legal
representative, the Committee, in its sole discretion upon a finding that
continued deferral will result in severe financial hardship to the Participant,
may authorize (i) the payment of all or a part of a Participant's Stock
Account(s), Mutual Fund Account(s), and pre-1998 Cash Account(s) in a single
installment prior to the distribution commencement date(s) for such Account(s)
elected by the Participant pursuant to Section 4.1(a), or (ii) the acceleration
of payment of any multiple installments thereof.
4.5 CONVERSIONS.
(a) A Participant who is no longer serving as a director of the
Corporation may elect to convert all or any portion of his or her Stock
Accounts for any Plan Years to Mutual Fund Accounts for such Plan Years.
The amount to be credited to such Participant's Mutual Fund Account for any
Plan Year shall be equal to the product of the number of Stock Credits then
credited to the Stock Account for such Plan Year as to which such election
has been made and the average of the Closing Prices of shares of Common
Stock on each Business Day during the Corporation's fiscal month
immediately preceding or ending on the day before the effective date of the
conversion. A dividend earned on the number of Stock Credits that are
credited to the Stock Account as of a record date that occurs prior to the
effective date of the conversion shall be credited before making such
conversion, or, if the dividend payment date is after the effective date of
the conversion, the dividend amount shall be credited on the dividend
payment date as a Mutual Fund Credit to the Mutual Fund Account.
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(b) A Participant shall not be permitted to convert any portion of
his or her Mutual Fund Account(s) to a Stock Account, or to convert any
portion of his or her pre-1998 Cash Account(s) to a Stock Account or a
Mutual Fund Account.
(c) Any election by a Participant under this Section 4.5 shall be
irrevocable, and to be effective shall be in a writing delivered to the
Committee prior to the end of any Corporation fiscal quarter.
4.6 DISTRIBUTION UPON DEATH. Notwithstanding any other provision of this
Plan, upon the death of a Participant, the Committee shall pay all of such
Participant's Stock Accounts, Mutual Fund Accounts, and pre-1998 Cash Accounts
in a single installment to such person or persons or the survivors thereof,
including corporations, unincorporated associations or trusts, as the
Participant may have designated. All such designations shall be made in writing
and delivered to the Committee. A Participant may from time to time revoke or
change any such designation by written notice to the Committee. If there is no
designation on file with the Committee at the time of the Participant's death,
or if the person or persons designated therein shall have all predeceased the
Participant or otherwise ceased to exist, or if there is a dispute among
designees of a Participant, such distributions shall be made to the executor or
administrator of the Participant's estate. Any distribution under this Section
4.6 shall be made as soon as practicable after the Committee is notified of the
Participant's death or is satisfied as to the identity of the appropriate payee,
whichever is later. The amount payable under this Section 4.6 with respect to a
Participant's Stock Accounts shall be equal to the product of the number of
Stock Credits with which such Stock Accounts then are credited and the average
of the Closing Prices of shares of Common Stock on each Business Day during the
Corporation's fiscal month immediately preceding or ending on the day of such
Participant's death.
4.7 WITHHOLDING TAXES. The Corporation shall deduct from all distributions
under the Plan any taxes required to be withheld by federal, state, or local
governments.
4.8 ADJUSTMENT OF STOCK ACCOUNTS. If at any time the number of
outstanding shares of Common Stock shall be increased as the result of any stock
dividend, stock split, subdivision or reclassification of shares, the number of
Stock Credits with which each Stock Account of a Participant is credited shall
be increased in the same proportion as the outstanding number of shares of
Common Stock is increased. If the number of outstanding shares of Common Stock
shall at any time be decreased as the result of any combination, reverse stock
split or reclassification of shares, the number of Stock Credits with which each
Stock Account of a Participant is credited shall be decreased in the same
proportion as the outstanding number of shares of Common Stock is decreased. In
the event the Corporation shall at any time be consolidated with or merged into
any other corporation and holders of shares of Common Stock receive shares of
the capital stock of the resulting or surviving corporation (or any
consideration other than shares of capital stock), there shall be credited to
each Stock Account of a Participant, in place of the Stock Credits then credited
thereto, new Stock Credits in an amount equal to the product of the number of
shares of capital stock (or consideration other than shares of capital stock)
exchanged for one share of Common Stock upon
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such consolidation or merger and the number of Stock Credits with which such
Account then is credited.
ARTICLE 5
THE COMMITTEE
5.1 AUTHORITY. The Committee shall have full power and authority to
administer the Plan, including the power to (a) promulgate forms to be used with
respect to the Plan, (b) promulgate rules of Plan administration, (c) settle any
disputes as to rights or benefits arising from the Plan, (d) interpret and
construe the terms of the Plan, including, but not limited to, determining
entitlement to benefits and the amount of such benefits, and (e) make such
decisions or take such action as the Committee, in its sole discretion, deems
necessary or advisable to aid in the proper administration of the Plan. Any
decision made by the Committee shall be final and binding on the Corporation,
Participants and their heirs or successors. The Committee may delegate its
power and authority to administer the Plan to officers and employees of the
Corporation.
5.2 OPERATION. The Committee may act (a) by majority vote of its members
meeting in person or by telephone, or (b) by consent in writing signed by all of
the members of the Committee. Two members of the Committee shall constitute a
quorum for the transaction of business at a meeting.
5.3 ELECTIONS, NOTICES. All elections and notices required to be provided
to the Committee under the Plan must be in such form or forms prescribed by, and
contain such information as is required by, the Committee.
ARTICLE 6
MISCELLANEOUS
6.1 FUNDING. All amounts payable under the Plan shall constitute a
general unsecured obligation of the Corporation. The Board may, however, in the
event of a change of control of the Corporation or for administrative reasons,
fully fund the Plan by means of a contribution to the Thomas & Betts Corporation
Agreement and Plans Trust dated May 20, 1988 (the "Rabbi Trust"), as amended, or
other "rabbi" trust selected by the Committee.
6.2 NON-ALIENATION OF BENEFITS. No benefit under the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, and any attempt to do so shall be void. No such
benefit, prior to receipt thereof pursuant to the provisions of the Plan, shall
be in any manner liable for or subject to the debts, contracts, liabilities,
engagements or torts of the Participant.
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6.3 GOVERNING LAW. This Plan shall be governed by the laws of the State
of Tennessee.
6.4 AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board at any
time may terminate and in any respect amend or modify the Plan; PROVIDED,
HOWEVER, that no such termination, amendment or modification shall adversely
affect the rights of any Participant or beneficiary, including his or her rights
with respect to Stock Credits, Mutual Fund Credits, and Cash Credits credited
prior to such termination, amendment or modification, without his or her
consent.
6.5 SUCCESSORS AND HEIRS. The Plan and any properly executed elections
hereunder shall be binding upon the Corporation and Participants, and upon any
assignee or successor in interest to the Corporation and upon the heirs, legal
representatives and beneficiaries of any Participant.
6.6 STATUS OF PARTICIPANTS. Stock Credits are not, and do not constitute,
shares of Common Stock; and Mutual Fund Credits are not, and do not constitute,
shares of a mutual fund. No right as a holder of shares of Common Stock or a
mutual fund shall devolve upon a Participant by reason of his or her
participation in the Plan.
6.7 STATEMENT OF ACCOUNTS. In February of each Plan Year, each
Participant in the Plan during the immediately preceding Plan Year shall receive
a statement of his or her Accounts under the Plan as of December 31 of such
preceding Plan Year. Such statement shall be in a form and contain such
information as is deemed appropriate by the Committee.
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