UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report:
September 5, 2007
(Date of earliest event reported)
THOMAS & BETTS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Tennessee
(State or Other Jurisdiction of Incorporation)
1- 4682 22-1326940
(Commission File Number) (IRS Employer Identification No.)
8155 T&B Boulevard
Memphis, Tennessee 38125
(Address of Principal Executive Offices)(Zip Code)
(901) 252-8000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 - Entry/Modification of a Material Definitive Agreement
On September 5, 2007, the Board of Directors of Thomas & Betts Corporation
(the "Company") approved the amendment of the Company's U.S. non-union pension
plan and an enhancement to the Company's 401(k) Savings Plan match for future
affected employees. At the Board's request, the Company's executive management
will prepare formal plan amendments to reflect the Board's decisions, which are
described below:
Thomas & Betts Pension Plan (the Qualified Defined Benefit Plan, a/k/a the
"DB Plan")
The Company's DB Plan will be amended to preclude entry to Employees
hired after December 31, 2007; and, to preclude re-entry for employees who
lose eligibility at any time after December 31, 2007 (the "Affected
Employees").
Thomas & Betts Employees' Investment Plan (the Qualified Defined
Contribution Plan, a/k/a the ("DC Plan")
Effective January 1, 2008, the Company will amend its DC Plan to
provide a 3% non-elective company contribution to the Affected Employees in
addition to the existing company match.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 5, 2007 the Board of Directors of the Company approved certain
amendments to all of the compensation plans and agreements between the Company
and (i) Dominic J. Pileggi, President and Chief Executive Officer, (ii) Kenneth
W. Fluke, Senior Vice President and Chief Financial Officer, (iii) Imad Hajj,
Vice President and Chief Development Officer, (iv) Christopher P. Hartmann,
Executive Vice President and Chief Operating Officer, (v) J.N. Raines, Vice
President-General Counsel and Secretary, and (vi) Stanley P. Locke, Vice
President - Controller. These amendments add provisions to comply with Section
409A of the Internal Revenue Code relating to nonqualified deferred compensation
plans and to increase the non-discretionary maximum incentive payout to 200% of
target.
Item 9.01 - Financial Statements and Exhibits
Exhibit Description of Exhibits
- ------- -----------------------
10.3 Amended and Restated Thomas & Betts Corporation Executive Retirement
Plan
10.4 Amended and Restated Thomas & Betts Corporation Management Incentive
Plan
10.5 Amended and Restated Thomas & Betts Corporation Pension Restoration
Plan
10.6 Amended and Restated Thomas & Betts Corporation Supplemental Executive
Investment Plan
10.7 Amended and Restated Termination Protection Agreement (Pileggi)
10.8 Amended and Restated Termination Protection Agreement (Fluke)
10.9 Amended and Restated Termination Protection Agreement (Hajj)
10.10 Amended and Restated Termination Protection Agreement (Hartmann)
10.11 Amended and Restated Termination Protection Agreement (Raines)
10.12 Amended and Restated Termination Protection Agreement (Locke)
10.13 Amended and Restated Thomas & Betts Corporation Indemnification
Agreement
10.14 Health Benefits Continuation Agreement (Pileggi)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Thomas & Betts Corporation
(Registrant)
By: /s/ W. David Smith, Jr.
---------------------------
W. David Smith, Jr.
Assistant General Counsel and
Assistant Secretary
Date: September 11, 2007
Exhibit Index
Exhibit Description of Exhibits
- ------- -----------------------
10.3 Amended and Restated Thomas & Betts Corporation Executive Retirement
Plan
10.4 Amended and Restated Thomas & Betts Corporation Management Incentive
Plan
10.5 Amended and Restated Thomas & Betts Corporation Pension and
Restoration Plan
10.6 Amended and Restated Thomas & Betts Corporation Supplemental Employee
Investment Plan
10.7 Amended and Restated Termination Protection Agreement (Pileggi)
10.8 Amended and Restated Termination Protection Agreement (Fluke)
10.9 Amended and Restated Termination Protection Agreement (Hajj)
10.10 Amended and Restated Termination Protection Agreement (Hartmann)
10.11 Amended and Restated Termination Protection Agreement (Raines)
10.12 Amended and Restated Termination Protection Agreement (Locke)
10.13 Amended and Restated Thomas & Betts Corporation Indemnification
Agreement
10.14 Health Benefits Continuation Agreement (Pileggi)