Exhibit 10.5
THOMAS & BETTS
PENSION RESTORATION PLAN
(As Amended and Restated Effective January 1, 2005)
(Including amendments adopted through August 27, 2007)
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS.....................................................1
ss.1.1 Applicable Code Limits..........................................1
ss.1.2 Beneficiary.....................................................1
ss.1.3 Board...........................................................1
ss.1.4 Code............................................................2
ss.1.5 Committee.......................................................2
ss.1.6 Company.........................................................2
ss.1.7 Compensation....................................................2
ss.1.8 Eligible Employee...............................................2
ss.1.9 Employer........................................................2
ss.1.10 Normal Annuity Option...........................................2
ss.1.11 Normal Retirement Date..........................................2
ss.1.12 Participant.....................................................2
ss.1.13 Pension Plan....................................................2
ss.1.14 Pension Restoration Benefit.....................................2
ss.1.15 Plan............................................................2
ss.1.16 Plan Year.......................................................2
ss.1.17 SEIP............................................................2
ss.1.18 Separation from Service.........................................2
ss.1.19 Surviving Spouse Benefit........................................3
ss.1.20 Gender and Number...............................................3
ARTICLE II PARTICIPATION...................................................3
ss.2.1 Participation...................................................3
ss.2.2 Former Employees................................................3
ARTICLE III PENSION RESTORATION BENEFIT.....................................3
ss.3.1 Amount of Benefit...............................................3
ss.3.2 Form and Time of Payment of Pension Restoration Benefit.........3
ss.3.3 Nonduplication of Benefits......................................4
ARTICLE IV SURVIVING SPOUSE BENEFIT........................................4
ss.4.1 Amount of Benefit...............................................4
ss.4.2 Form and Time of Payment of Surviving Spouse Benefit............5
ss.4.3 Nonduplication of Benefits......................................5
ARTICLE V OTHER BENEFIT PROVISIONS........................................5
ss.5.1 Vesting; Termination of Employment..............................5
ss.5.2 Payment to Guardian.............................................5
TABLE OF CONTENTS
(continued)
Page
ss.5.3 Withholding; Payroll Taxes......................................6
ss.5.4 Domestic Relations Orders.......................................6
ss.5.5 Nonalienation of Benefits.......................................6
ss.5.6 Tax Gross-Up....................................................6
ARTICLE VI SOURCE OF FUNDS.................................................8
ss.6.1 Source of Funds.................................................8
ARTICLE VII ADMINISTRATION..................................................8
ss.7.1 The Committee...................................................8
ss.7.2 Records and Reports.............................................8
ss.7.3 Payment of Expenses.............................................8
ss.7.4 Indemnification for Liability...................................8
ss.7.5 Claims Procedure................................................8
ARTICLE VIII AMENDMENT AND TERMINATION......................................10
ss.8.1 Amendment......................................................10
ss.8.2 Termination....................................................10
ss.8.3 Limitations....................................................10
ARTICLE IX MISCELLANEOUS PROVISIONS.......................................10
ss.9.1 No Contract of Employment......................................10
ss.9.2 Applicable Law.................................................10
ss.9.3 Headings.......................................................10
ss.9.4 Entire Agreement...............................................11
ss.9.5 Successors.....................................................11
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THOMAS & BETTS
PENSION RESTORATION PLAN
(As Amended and Restated Effective January 1, 2005)
WHEREAS, Thomas & Betts Corporation (the "Company") established the Thomas
& Betts Pension Restoration Plan (the "Plan") effective January 1, 1995 in order
to provide certain employees with benefits which they would otherwise lose under
The Thomas & Betts Pension Plan (the "Pension Plan") as a result of (i) certain
Internal Revenue Code limitations on benefits which may be provided under the
Pension Plan and/or (ii) elective deferrals of compensation under The Thomas &
Betts Supplemental Executive Investment Plan (the "SEIP");
WHEREAS, the Company intends that the Plan be unfunded and be maintained
"primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees," within the meaning of sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended;
WHEREAS, effective January 1, 2006, all Participants under the Plan are
actively employed except for one retired Participant receiving annuity payments;
and
WHEREAS, the Company intends that the provisions of the Plan comply with
the requirements of section 409A of the Internal Revenue Code of 1986, as
amended and the guidance issued thereunder;
NOW, THEREFORE, effective January 1, 2005, the Company hereby amends and
restates the Thomas & Betts Pension Restoration Plan as follows:
ARTICLE I
---------
DEFINITIONS
-----------
The following words and phrases, as used herein, shall have the following
meanings unless the context clearly indicates otherwise:
ss.1.1 Applicable Code Limits: The limitations on benefits contained in
ss.401(a)(17) and ss.415 of the Code, including any amendments or modifications
of such provisions or any successor provisions of the Code.
ss.1.2 Beneficiary: The person or persons designated (or deemed to be
designated) by a Participant to receive benefits under the Pension Plan payable
upon the death of the Participant, as provided under the Pension Plan.
ss.1.3 Board: The Board of Directors of the Company.
ss.1.4 Code: The Internal Revenue Code of 1986, as amended.
ss.1.5 Committee: The Retirement Plans Committee appointed by the Board.
ss.1.6 Company: Thomas & Betts Corporation and its successors and assigns.
ss.1.7 Compensation: An Eligible Employee's compensation from the Employer
which is taken into account for purposes of determining his accrued benefit
under the Pension Plan.
ss.1.8 Eligible Employee: An individual employed by the Employer on or
after January 1, 1995 (a) who is a participant in the Pension Plan, and (b) who
is eligible to participate in the SEIP and/or whose benefit under the Pension
Plan is reduced by the Applicable Code Limits.
ss.1.9 Employer: The Company and any subsidiary of the Company which
participates in the Pension Plan.
ss.1.10 Normal Annuity Option: An annuity providing monthly payments to the
Participant for his lifetime with a guaranteed minimum of 120 monthly payments,
as defined in and administered under the Pension Plan.
ss.1.11 Normal Retirement Date: The Participant's normal retirement date
under the Pension Plan.
ss.1.12 Participant: An Eligible Employee who is accruing, or who has
accrued, a Pension Restoration Benefit under the Plan.
ss.1.13 Pension Plan: The Thomas & Betts Pension Plan, as amended from time
to time.
ss.1.14 Pension Restoration Benefit: The supplemental retirement benefit
described in Article III of the Plan.
ss.1.15 Plan: The Thomas & Betts Pension Restoration Plan, as set forth
herein and as amended from time to time.
ss.1.16 Plan Year: A period of twelve consecutive months beginning on
January 1 and ending on the following December 31.
ss.1.17 SEIP: The Thomas & Betts Supplemental Executive Investment Plan, as
it presently exists and as it may be amended from time to time.
ss.1.18 Separation from Service: A Participant's termination of employment
within the meaning of Treas. Reg. ss.1.409A-1(h) or any successor thereto.
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ss.1.19 Surviving Spouse Benefit: The supplemental pre-retirement survivor
benefit described in Article IV of the Plan.
ss.1.20 Gender and Number: The masculine pronoun wherever used shall
include the feminine and the singular may include the plural, and vice versa, as
the context may require.
ARTICLE II
----------
PARTICIPATION
-------------
ss.2.1 Participation. An Eligible Employee shall be a Participant if he is
accruing, or has accrued, a benefit under the Pension Plan, and if the amount of
such benefit is reduced by reason of the Applicable Code Limits and/or because
he has elected to defer any of his Compensation under the SEIP.
ss.2.2 Former Employees. An individual shall not be an Eligible Employee or
a Participant if his employment with the Employer terminated before January 1,
1995.
ARTICLE III
-----------
PENSION RESTORATION BENEFIT
---------------------------
ss.3.1 Amount of Benefit. The amount of the Pension Restoration Benefit
payable under the Plan shall be equal to (a) the monthly benefit which would be
payable under the Pension Plan to or on behalf of a Participant if:
(i) the Applicable Code Limits were inapplicable; and
(ii) the Participant had not elected to defer any of his Compensation
under the SEIP,
less (b) the monthly benefit actually payable to or on behalf of the Participant
under the Pension Plan.
The amounts described in (a) and (b) above shall be expressed as the
monthly benefit payable in the form of the Normal Annuity Option commencing at
the Participant's Normal Retirement Date, or the date of determination, if
later.
ss.3.2 Form and Time of Payment of Pension Restoration Benefit.
(a) 2005 Transition Period. The Pension Restoration Benefit payable to
a Participant who incurs a Separation from Service and who commences payment of
his Pension Plan benefit in 2005 shall be paid in the same form and at the same
time as the Participant's benefit under the Pension Plan. Such Benefit shall be
adjusted by the factors used under the Pension Plan to reflect the payment
option chosen by the Participant and the Participant's annuity starting date.
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(b) Post 2005. If a Participant incurs a Separation from Service after
2005, his Pension Restoration Benefit shall be paid in one lump sum to him (or,
in the event of his death prior to payment, to his Beneficiary, or if none, to
his estate) on the first business day of the month following the six month
anniversary of his Separation from Service, provided, however, with respect to a
Participant separating from service in 2006, payment shall be made in January
2007, if later. (All Participants who separated from service in 2005 and who
were entitled to a Benefit under this Plan are, in fact, covered by ss.3.2(a).)
The actuarial equivalent present value of a Participant's Pension Restoration
Benefit shall be determined as of the payment date using the interest and
mortality assumptions which would be used under the Pension Plan for purposes of
determining lump sum present values as of such determination date.
(c) Participants in Executive Retirement Plan. Notwithstanding the
foregoing, with respect to a Participant who also participates in the Thomas &
Betts Executive Retirement Plan (and whose benefit under this Plan is therefore
subject to reduction by his benefit accrued under the Executive Retirement Plan
as provided in ss.3.3), the benefit accrued under this Plan (subject to such
offset) and his vested benefit which is subject to Code section 409A under such
Executive Retirement Plan (the "aggregate benefit") shall be paid on the first
business day of the month following the six month anniversary of his Separation
from Service unless an effective election regarding the form and time of payment
has been made under the Executive Retirement Plan with respect to payment of
such aggregate benefit upon the Participant's Separation from Service on or
after his Early Retirement Date as defined under the Executive Retirement Plan.
ss.3.3 Nonduplication of Benefits. Notwithstanding any other provision of
this Plan, if a Participant is also covered by The Thomas & Betts Executive
Retirement Plan, the amount of the Pension Restoration Benefit otherwise payable
under this Plan shall be reduced by the value of any benefit which such
Participant is entitled to receive under the Executive Retirement Plan.
ARTICLE IV
----------
SURVIVING SPOUSE BENEFIT
------------------------
ss.4.1 Amount of Benefit. If a Participant who has accrued a Pension
Restoration Benefit dies prior to Separation from Service and if a
pre-retirement survivor annuity is payable from the Pension Plan to his
surviving spouse, a Surviving Spouse Benefit shall be payable from this Plan.
The amount of such Surviving Spouse Benefit shall be equal to (a) the monthly
benefit which would be payable under the Pension Plan to the surviving spouse
if:
(i) the Applicable Code Limits were inapplicable; and
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(ii) the Participant had not elected to defer any of his Compensation
under the SEIP,
less (b) the monthly benefit actually payable to the surviving spouse under the
Pension Plan.
The amounts described in (a) and (b) above shall be expressed in the
form of the pre-retirement survivor annuity payable under the Pension Plan.
ss.4.2 Form and Time of Payment of Surviving Spouse Benefit. A Surviving
Spouse Benefit payable as the result of the death of a Participant shall be paid
in one lump sum payment on the last business day of the first month following
the month in which death occurs. For purposes of this ss.4.2, the actuarial
equivalent present value of a surviving spouse's Surviving Spouse Benefit shall
be determined as of the payment date, using the interest and mortality
assumptions which would be used under the Pension Plan for purposes of
determining lump sum present values as of such determination date.
ss.4.3 Nonduplication of Benefits. Notwithstanding any other provision of
this Plan, if a Participant is also covered by The Thomas & Betts Executive
Retirement Plan, the amount of the Surviving Spouse Benefit otherwise payable
under this Plan upon such Participant's death shall be reduced by the value of
any pre-retirement death benefit which such surviving spouse is entitled to
receive under the Executive Retirement Plan.
ARTICLE V
---------
OTHER BENEFIT PROVISIONS
------------------------
ss.5.1 Vesting; Termination of Employment. No benefit shall be payable
under this Plan to, or with respect to, any Participant who has not earned a
vested right to his accrued benefit under the Pension Plan.
No benefit shall be payable under this Plan to, or with respect to, a
Participant prior to his Separation from Service.
ss.5.2 Payment to Guardian. If an amount is payable under this Plan to a
minor, a person declared incompetent or a person incapable of handling the
disposition of property, the Committee or its appointed representative may
direct the payment of the amount to the guardian, legal representative or person
having the care and custody of the minor, incompetent or incapable person. The
Committee or its appointed representative may require proof of incompetency,
minority, incapacity or guardianship as it may deem appropriate prior to the
distribution of the amount. The distribution shall completely discharge the
Committee and its appointed representative and the Employer from all liability
with respect to the amount distributed.
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ss.5.3 Withholding; Payroll Taxes. The Employer shall withhold from
payments made under the Plan any taxes required to be withheld from a
Participant's wages for federal, state or local government income or other
payroll taxes.
ss.5.4 Domestic Relations Orders. In the event a Participant's pension
benefit under the Pension Plan is subject to a qualified domestic relations
order, the Pension Restoration Benefit provided by this Plan shall be paid
without regard to the order, unless the order specifically applies to benefits
payable under this Plan.
ss.5.5 Nonalienation of Benefits. Except as provided in ss.5.4 with respect
to certain domestic relations orders, none of the benefits or rights of a
Participant or any Beneficiary under this Plan shall be subject to the claim of
any creditor. In particular, to the fullest extent permitted by law, all such
benefits and rights shall be free from attachment, garnishment or any other
legal or equitable process available to any creditor of the Participant or his
Beneficiary. Neither the Participant nor his Beneficiary shall have the right to
alienate, anticipate, commute, pledge, encumber or assign any of the payments
which he may expect to receive, contingently or otherwise, under this Plan.
ss.5.6 Tax Gross-Up.
(a) Payment. Subject to the requirements stated in this ss.5.6, in the
event that amounts hereunder become subject to the additional tax and interest
under Code section 409A ("409A additional tax") as a result of a plan document
failure or an operational failure caused solely by the action or inaction of the
Company (and not at the request of the Participant), the Company shall pay to
the Participant an amount equal to such 409A additional tax and any additional
taxes imposed upon the Participant due to the Company's payment of such 409A
additional tax (a "409A Gross-Up Payment"). In no event, however, shall any
amounts become payable under this ss.5.6 as a result of compensation required to
be included in gross income by reason of Code section 409A(b)(3). The 409A
Gross-Up Payment shall be paid to the Participant within five business days of
the date such taxes are remitted to the applicable taxing authority, subject to
the notification requirements set forth in ss.5.6(b) in the event such taxes are
not remitted by withholding, but in no event later than the end of the
Participant's taxable year next following the Participant's taxable year in
which the Participant remits such taxes.
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(b) Notification and Right to Contest. A Participant shall notify the
Company in writing of any claim by the Internal Revenue Service that, if
successful, would require the payment by the Company of the 409A Gross-Up
Payment. Such notification shall be given as soon as practicable but no later
than (10) ten business days after such Participant is informed in writing of
such claim and shall apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid. The Participant shall not pay
such claim prior to the expiration of the 30-day period following the date on
which he gives such notice to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due). If the
Company notifies the Participant in writing prior to the expiration of such
period that it desires to contest such claim, or if the Company notifies the
Participant at the time of payment of the Gross-Up Payment under ss.5.6(a) that
it desires to contest the application of the 409A additional tax (in either
case, a "claim"), the Participant shall (i) give the Company any information
reasonably requested by the Company relating to such claim, (ii) take such
action in connection with contesting such claim as the Company shall reasonably
request in writing from time to time, including ,without limitation, accepting
legal representation with respect to such claim by an attorney reasonably
selected by the Company, (iii) cooperate with the Company in good faith in order
effectively to contest such claim, and (iv) permit the Company to participate in
any proceeding relating to such claim; provided, however, that the Company shall
bear and pay directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall indemnify and hold
such Participant harmless, on an after-tax basis, for any income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. All such costs and expenses
incurred due to a tax audit or litigation addressing the existence of or amount
of a tax liability under this ss.5.6 shall be paid by the Company within thirty
(30) days of the date payment of such expenses is due, but in any event not
later than (A) December 31 of the year following the year in which the taxes are
remitted to the taxing authority, or (B) where as a result of such audit or
litigation no taxes are remitted, December 31 of the year following the year in
which the audit is complete or there is a final and nonappealable settlement or
other resolution of the litigation. Without limitation on the foregoing
provisions of this ss.5.6(b), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim, and the Participant shall prosecute
such contest to a determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts, as the Company
shall determine; provided, however, that any extension of the statute of
limitations relating to payment of taxes for the taxable year of the Participant
with respect to which such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company's control of the
contest shall be limited to issues with respect to which a 409A Gross-Up Payment
would be payable hereunder, and the Participant shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.
(c) Refund. If a Participant becomes entitled to receive one or more
refunds of all or any part of the 409A additional tax with respect to which a
409A Gross-Up Payment was made, the Participant shall pay the refund to the
Company within five business days of the receipt of any such refund.
(d) Delayed Payment Date. Notwithstanding the foregoing provisions of
this ss.5.6, if under Code section 409A any payment under this ss.5.6 is
considered to be due as a result of the Participant's Separation from Service
and the stock of the Company (or the stock of any entity considered a single
employer with the Company under Treas. Reg. ss.1.409A-1(g) or any successor
thereto) is publicly traded on an established securities market or otherwise at
the time of the Participant's Separation from Service, no payment shall be made
pursuant to this ss.5.6 prior to the six-month anniversary of such Separation
from Service.
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ARTICLE VI
----------
SOURCE OF FUNDS
---------------
ss.6.1 Source of Funds. This Plan shall be unfunded, and payment of
benefits hereunder shall be made from the general assets of the Employer. Any
asset which may be set aside, earmarked or identified as being intended for the
provision of benefits under this Plan, shall remain an asset of the Employer and
shall be subject to the claims of its general creditors. Each Participant and
Beneficiary shall be a general creditor of the Employer to the extent of the
value of his benefit accrued hereunder, and he shall have no right, title or
interest in any specific asset that the Employer may set aside or designate as
intended to be applied to the payment of benefits under this Plan. The
Employer's obligation under the Plan shall be merely an unfunded and unsecured
promise to pay money in the future.
ARTICLE VII
-----------
ADMINISTRATION
--------------
ss.7.1 The Committee. This Plan shall be administered by the Retirement
Plans Committee appointed by the Board. The Committee and/or its appointed
representative shall have sole discretion to construe and interpret the
provisions of the Plan and to determine all questions concerning benefit
entitlements, including the power to construe and determine disputed or doubtful
terms. To the maximum extent permissible under law, the determinations of the
Committee and/or its appointed representative on all such matters shall be final
and binding upon all persons involved.
ss.7.2 Records and Reports. The Committee or its appointed representative
shall keep a record of its proceedings and actions and shall maintain all books
of account, records and other data as shall be necessary for the proper
administration of the Plan. Such records shall contain all relevant data
pertaining to individual Participants and their rights under the Plan. The
Committee or its appointed representative shall have the duty to carry into
effect all rights or benefits provided hereunder to the extent assets of the
Employer are properly available therefor.
ss.7.3 Payment of Expenses. The Employer shall pay all expenses of
administering the Plan. Such expenses shall include any expenses incident to the
functioning of the Committee or its appointed representative.
ss.7.4 Indemnification for Liability. The Employer shall indemnify the
members of the Committee, and the employees of the Employer to whom the
Committee delegates duties under the Plan, against any and all claims, losses,
damages, expenses and liabilities arising from their carrying out of their
responsibilities in connection with the Plan, unless the same is determined to
be due to gross negligence or willful misconduct.
ss.7.5 Claims Procedure. The procedure for presenting claims under the Plan
and appealing denials thereof shall be as follows:
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(a) Filing of Claims. Any Participant, Surviving Spouse, or
Beneficiary (the "claimant") may file a written claim for a Plan benefit with
the Committee or its appointed representative.
(b) Notice of Denial of Claim. In the event of a denial of any benefit
requested by any claimant, the claimant shall be given a written notification
containing specific reasons for the denial. The written notification shall
contain specific reference to the pertinent Plan provisions on which the denial
is based. In addition, it shall contain a description of any additional material
or information necessary for the claimant to perfect a claim and an explanation
of why such material or information is necessary. The notification shall also
provide appropriate information as to the steps to be taken if the claimant
wishes to submit his claim for review, including the right to bring a civil
action under section 502(a) of ERISA following an adverse determination on
review.
The written notification shall be given to the claimant within 90 days
after receipt of his claim by the Committee or its appointed representative
unless special circumstances require an extension of time for processing, in
which case written notice of the extension shall be furnished to the claimant
prior to the termination of the original 90-day period, and such notice shall
indicate the special circumstances which make the extension appropriate. In no
event shall the extension exceed a total of 180 days from the date of the
original receipt of the claim. If, however, the claimant fails to submit
information necessary to make a determination, the period for decision shall be
tolled from the date the extension notice is sent to the claimant until the
claimant responds to the request for additional information.
(c) Right of Review. In the event of a denial of benefits, the
claimant or his duly authorized representative shall have the opportunity, upon
request and free of charge, to have reasonable access to, and copies of all
pertinent documents and to submit to the Committee or its appointed
representative issues and comments in writing as well as documents and other
records related to his claim. The claimant may make a written request for a full
and fair review of the denial of his claim by the Committee or its appointed
representative. Such written request must be received by the Committee or its
appointed representative within 60 days after receipt by the claimant of written
notification of the denial of the claim.
(d) Decision on Review. A decision shall be rendered by the Committee
or its appointed representative within 60 days after the receipt of the request
for review. However, where special circumstances make a longer period for
decision necessary or appropriate, the decision of the Committee or its
appointed representative may be postponed on written notice to the claimant
(prior to the expiration of the initial 60-day period) for an additional 60
days. In no event shall the decision of the Committee or its appointed
representative be rendered more than 120 days after the receipt of the request
for review. If, however, the claimant fails to submit information necessary to
make a determination, the period for decision shall be tolled from the date the
extension notice is sent to the claimant until the claimant responds to the
request for additional information. Any decision by the Committee shall be
furnished to the claimant in writing in a manner calculated to be understood by
the claimant and shall set forth the specific reason(s) for the decision
including the specific Plan provision(s) on which the decision is based, a
statement regarding the claimant's right to information relevant to the claim
and a statement of the claimant's right to bring an action under section 502(a)
of ERISA upon exhaustion of the above procedures.
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A claimant shall have no right to bring any action in any court
regarding a claim for benefits prior to filing a claim for benefits and
exhausting his or her tights to review under this Section in accordance with the
time frames set forth herein.
ARTICLE VIII
------------
AMENDMENT AND TERMINATION
-------------------------
ss.8.1 Amendment. The Board shall have the right to amend or modify the
Plan at any time and for any reason (whether before or after the Participant's
Separation from Service). The Committee shall have such authority to amend the
Plan as shall be delegated to it by the Board in the Retirement Plans Committee
Charter or by resolution.
ss.8.2 Termination. The Board shall have the right to terminate the Plan,
in whole or in part, at any time and for any reason.
ss.8.3 Limitations. No amendment or termination of the Plan shall decrease
the amount of any Participant's Pension Restoration Benefit accrued or in pay
status as of the date of amendment or termination (determined as if the
Participant had separated from service as of such date, or, if earlier, as of
his actual date of Separation from Service), except as deemed necessary or
desirable in order to avoid the additional tax under Code section 401A(a)(1)(B)
and maintain, to the maximum extent practicable, the original intent of the
provisions being amended.
ARTICLE IX
----------
MISCELLANEOUS PROVISIONS
------------------------
ss.9.1 No Contract of Employment. Nothing contained herein shall be
construed as conferring upon any person the right to be employed by the Employer
or to continue in the employ of the Employer, and nothing contained herein shall
be construed to limit the right of the Employer to terminate the employment of
any Eligible Employee.
ss.9.2 Applicable Law. The provisions of this Plan shall be construed and
interpreted so as to avoid the additional tax under Code section 409A(a)(1)(B)
and otherwise according to the laws of the State of Tennessee, other than its
laws respecting choice of laws, to the extent not superseded by federal law.
ss.9.3 Headings. The headings of the Articles and Sections of the Plan are
for reference only. In the event of a conflict between a heading and the
contents of an Article or Section, the contents of the Article or Section shall
control.
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ss.9.4 Entire Agreement. This Plan contains the entire agreement by the
Employer with respect to the subject matter hereof. No modification or claim of
waiver of any of the provisions hereof shall be valid unless in writing and
signed by the party against whom such modification or waiver is sought to be
enforced.
ss.9.5 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Employer and its successors and assigns. The term "successors" as
used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, share exchange, amalgamation, purchase or
otherwise, acquire all or substantially all of the business and assets of the
Employer and successors of any such corporation or other business entity.
IN WITNESS WHEREOF, Thomas & Betts Corporation has caused these presents to
be duly executed this ______ day of ______________, 2007.
Attest: THOMAS & BETTS CORPORATION
_________________________ By:___________________________
Secretary Title:
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