THOMAS & BETTS CORPORATION
RESTRICTED STOCK PLAN FOR NONEMPLOYEE DIRECTORS
1. PURPOSE AND EFFECTIVE DATE. The purpose of the Thomas & Betts
Corporation Restricted Stock Plan for Nonemployee Directors (the "Plan") is
to promote the Corporation's long-term interests by attracting and retaining
persons of outstanding competence to serve as directors. The Plan is designed
to supplement the cash retainer and meeting fees paid to Nonemployee
Directors for service as such and to encourage and enable them to increase
their proprietary interest in the Corporation's long-term progress and
success. The Plan shall become effective upon its approval by the
shareholders of the Corporation.
2. STOCK AVAILABLE FOR THE PLAN. THE stock that may be granted under the
Plan is the Common Stock of the Corporation, par value $.50 per share (the
"Common Stock"), not exceeding a total of 20,000 shares except as adjusted in
accordance with paragraph 3 below, which may be either authorized and
unissued shares or issued shares acquired by the Corporation or a combination
thereof. Any restricted share awarded under this Plan which become forfeited
for any reason shall not again be available for other awards under the Plan.
3. ADJUSTMENT IN THE EVENT OF CHANGE IN STOCK. In the event of any
change in the number or kind of outstanding shares of Common Stock by reason
of a recapitalization, merger, consolidation, dividend, combination of
shares, or any other change in the corporate structure or shares of stock of
the Corporation, the committee of the Board of Directors administering the
Plan will make appropriate adjustments in the number of shares available for
delivery pursuant to the provisions of this Plan and the number of shares to
be awarded to each participant under this Plan.
4. ELIGIBILITY FOR PARTICIPATION IN THE PLAN. Any person who is elected
a director of the Corporation and is not an employee of the Corporation or
any subsidiary or affiliate of the Corporation ("Nonemployee Director" or
"Participant") shall be a Participant in the Plan.
5. AWARDS OF RESTRICTED STOCK. Upon the effective date of this Plan, each
Participant in the Plan shall receive an award of 100 restricted shares of
Common Stock. Thereafter, awards consisting of 100 restricted shares of
Common Stock will be made to each Participant who is elected or who continues
as a director each year, effective as of the date of the Annual Meeting of
Shareholders. A Nonemployee Director who is elected to fill a vacancy or a
newly created directorship in the interim between Annual Meetings will
receive, effective as of the date of such election, a prorated award based
upon the number of full or partial months such director will serve between
his or her election and the next Annual Meeting.
Each award of restricted shares under this Plan shall be registered in
the name of the Participant as soon as practicable, but shall be expressly
subject to the restrictions, the service provisions, and the other terms and
conditions set forth in Section 6 of this Plan.
6. RESTRICTIONS, REMOVAL OF RESTRICTIONS, AND TERMS AND CONDITIONS OF
AWARDS OF RESTRICTED SHARES. (a) Each Participant shall have the right to
receive all dividends and other distributions made with respect to restricted
shares registered in his or her name and shall have the right to vote or
execute proxies with respect to such registered restricted shares, unless and
until such shares are forfeited pursuant to the provisions of this Plan.
Possession of the certificates of restricted shares shall be retained by
the Corporate Secretary or such other person designated by the committee
administering the Plan, for the benefit of Participants, but subject to the
restrictions of this Plan, until the provisions of the Plan relating to
removal of the restrictions have been satisfied.
(b) Shares of restricted stock may not be sold, assigned, pledged or
otherwise transferred by the Participant unless and until all of the
restrictions imposed by this Plan have been removed pursuant to the
provisions of this Plan. Certificates for restricted shares shall bear an
appropriate legend evidencing such limitation on disposal, and the
Participant in whose name the shares are registered shall execute a stock
power or other instrument of assignment endorsed in blank which will permit
transfer to the Corporation of all or any portion of the shares that shall be
forfeited.
(c) None of the shares of restricted stock awarded under this Plan shall
become free of restrictions and nonforfeitable until the termination of the
Participant's service as a director of the Corporation at the earliest of the
Participant's:
(i) death or disability;
(ii) retirement from the Board in accordance with the retirement policy
adopted by the Board;
(iii) failure to be re-elected after being duly nominated; or
(iv) resignation with the consent of the Board.
Subject to paragraph (d) below, any involuntary termination for cause
effected by Board or shareholder action shall result in forfeiture of the
restricted shares.
(d) In the event of a "change of control" of the Corporation (as defined
below) and the involuntary termination of the Participant's service as a
director, except for cause, the forfeiture provisions relating to all of the
affected director's restricted shares shall immediately lapse and the shares
shall be released to the terminated director.
For purposes of this Plan, a "change of control" of the Corporation shall
mean a change of control of a nature that would be required to be reported in
response to Item 1 (a) of the Current Report on Form 8-K, as in effect on the
date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"); provided that, without limitation, such a
"change of control" shall be deemed to have occurred if: (i) a third person,
including a "group" as such term is used in Section 13(d)(3) of the Exchange
Act, becomes the beneficial owner, directly or indirectly, of 25% or more of
the combined voting power of the Corporation's outstanding voting securities
ordinarily having the right to vote for the election of directors of the
Corporation; or (ii) individuals who, as of the date hereof, constitute the
Board of Directors of the Corporation (the "Board" generally and as of the
date hereof the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Corporation's shareholders, was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office is
in connection with an actual or threatened election contest relating to the
election of the directors of the Corporation, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for
purposes of this Plan, considered as though such person were a member of the
Incumbent Board.
(e) Any shares of Common Stock received by a Participant as a stock
dividend, or as a result of stock splits, recapitalizations, combinations,
exchanges of shares, reorganizations, mergers, consolidations or otherwise
which a re derived directly or indirectly from shares of restricted stock
issued under this Plan shall have the same status, be subject to the same
restrictions, and shall bear the same legend as the shares received pursuant
to this Plan.
(f) Notwithstanding any other provision of this Plan, the issuance or
delivery of any shares may be postponed for such period as may be required
to comply with any applicable requirements of any national securities
exchange or any requirements under any other law or regulation applicable to
the issuance or deliver of such shares, and the Corporation shall not be
obligated to issue or deliver any such shares if the issuance or delivery
thereof shall constitute a violation of any provision of any law or of any
regulation of any governmental authority or any national securities exchange.
7. NO RIGHT TO NOMINATION. Nothing contained in this Plan shall confer
upon any director the right to be nominated for re-election to the Board.
8. ADMINISTRATION OF PLAN. The Plan will be administered by the Committee
on Directors or by such other committee as may be designated by the Board of
Directors (the "Committee"); provided, however, that the Committee's
functions shall be essentially ministerial and limited to interpreting the
provisions of the Plan. The Committee shall have no power to determine
eligibility for awards, the number of shares to be awarded to each
Participant, the timing of the awards, or to authorize release of
restrictions on shares awarded under the Plan otherwise than as specifically
set forth in this Plan.
9. AMENDMENT OR TERMINATION OF PLAN. THE Corporation reserves the right
to amend, modify, suspend, or terminate this Plan at any time by action of
its Board of Directors, provided that such action shall not adversely affect
any Participant's fights under the provisions of this Plan with respect to
awards of restricted stock which were made prior to such action, and further
provided that any change in eligibility under the Plan or in the number of
shares available for grant under the Plan, other than as set forth in Section
3, will be subject to the approval of the shareholders of the Corporation.
Notwithstanding anything to the contrary in the immediately preceding
sentence or otherwise in the Plan, Sections 3, 4, 5 and/or 6 shall not be
amended more than once every six months, other than to comport with changes
in the Internal Revenue Code, the Employee Retirement Income Security Act, or
the rules thereunder.