EXHIBIT 10.16






HUBBELL
INCORPORATED


PERFORMANCE
BASED RESTRICTED STOCK AWARD AGREEMENT


HUBBELL
INCORPORATED 2005 INCENTIVE AWARD PLAN,

AS AMENDED AND RESTATED


 


 





 


Grant Date: December 10, 2013


 






 



 


As noted in your Award notification letter, effective on the
Grant Date you have been granted the number of shares of Performance Based Restricted Stock of Hubbell Incorporated (the “Company”)
set forth in the Award notification letter, in accordance with the provisions of the Hubbell Incorporated 2005 Incentive Award
Plan, as amended and restated (the “Plan”) and subject to the restrictions, terms and conditions set forth in this
Agreement. By electronically acknowledging and accepting this Award, you agree to be bound by the terms and conditions herein,
the Plan, and any and all conditions established by the Company in connection with Awards issued under the Plan. Defined terms
used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.


 


Until vested, the Performance Based Restricted Stock shall be
subject to forfeiture in the event of the termination of your employment or service with the Company and all of its Subsidiaries
for any reason other than Retirement, whether such termination is occasioned by you, by the Company or any of its Subsidiaries,
with or without cause or by mutual agreement (“Termination of Service”) or in the event the performance goals are not
met on their respective measurement dates.


 


Until vested, the Performance Based Restricted Stock or any right
or interests therein are not transferable except by will or the laws of descent and distribution.


 


The Performance Based Restricted Stock will vest and no longer
be subject to the restrictions and forfeiture under this Agreement in one-third increments on each of December 31, 2014, December
31, 2015 and December 31, 2016, provided that you have remained continuously employed by the Company through each such date, or
have had a Termination of Service by reason of Retirement on or prior to such date or dates, and, provided further, that on each
such date, the Company’s EBITDA Margin as a percentage of the Company’s net sales for the preceding 12 months is equal
to or greater than 10%, as determined by the Company’s Compensation Committee (the “Performance Targets”). For
the avoidance of doubt, in the event a Performance Target is not achieved for any given year, the portion of the award attributable
to such year shall be forfeited immediately, without any further action by the Company. Notwithstanding any of the foregoing, any
unvested Performance Based Restricted Stock that has not previously been forfeited shall become fully vested upon (i) your Termination
of Service by reason of death or Permanent Disability, or (ii) a Change of Control.


 


“Permanent Disability” means that you are unable
to perform your duties by reason of any medically determined physical or mental impairment which can be expected to result in death
or which has lasted or is expected to last for a continuous period of at least 12 months, as reasonably determined by the Board
of Directors in its discretion. “Retirement” means your Termination of Service other than by reason of death, Permanent
Disability or Cause on or after age 55 and the sum of your age and service with the Company equals or exceeds 70. “EBITDA
Margin” means the Company’s earnings before interest, taxes, depreciation and amortization divided by net sales. “Cause”
means (i) misconduct which



    	 



    	



    

is reasonably deemed to be prejudicial to the interest of the
Company, (ii) utilization or disclosure of confidential information of the Company (or of any other entity learned in the course
of your job) for reasons unrelated to your employment with the Company, (iii) willful failure to perform the material duties of
your job, (iv) fraud in connection with the business affairs of the Company regardless of whether said conduct is designed to defraud
the Company or otherwise, (v) violation of material policies of the Company, (vi) violation of any fiduciary duty owed to the Company,
or (vii) conviction of, plea of no contest or guilty to a felony or other crime involving moral turpitude. Cause shall be determined
by the Committee (or such officer of the Company as the Committee may delegate such authority) in its sole and exclusive discretion.


 


You will be entitled to all dividends paid with respect to the
Restricted Stock. You are entitled to vote all shares of Performance Based Restricted Stock.


 


The Company shall cause the Performance
Based Restricted Stock to either be (i) issued and a stock certificate or certificates representing the Performance Based Restricted
Stock to be registered in the name of the Participant, or (ii) held in book entry form promptly upon acknowledgement and acceptance
of this Award. If a stock certificate is issued, it shall be delivered to and held in custody by the Company until the applicable
restrictions lapse at the times specified above, or such Performance Based Restricted Stock is forfeited. If issued, each
such certificate will bear the following legend:


 


THE SHARES OF STOCK REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO FORFEITURE AND THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE HUBBELL
INCORPORATED 2005 INCENTIVE AWARD PLAN, AS AMENDED AND RESTATED, PERFORMANCE BASED RESTRICTED STOCK AWARD AGREEMENT AND AWARD
NOTIFICATION LETTER WITH A GRANT DATE OF DECEMBER 10, 2013, ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND
HUBBELL INCORPORATED. A COPY OF THE AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF HUBBELL INCORPORATED, 40 WATERVIEW
DRIVE, SHELTON, CT 06484.


 


If a certificate is issued, then following the vesting of any
of your Performance Based Restricted Stock, the Company will cause to be issued and delivered to you a new certificate evidencing
such Performance Based Restricted Stock, free of the legend provided above. If your Performance Based Restricted Stock is held
in book form, the Company will cause any restrictions noted on the book form to be removed.


 


The Company has the authority to deduct or withhold, or require
you to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the
Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising from this Performance
Based Restricted Stock Award. You may satisfy your tax obligation, in whole or in part, by either: (i) electing to have the Company
withhold shares of your Performance Based Restricted Stock otherwise to be delivered with a Fair Market Value equal to the minimum
amount of the tax withholding obligation, (ii) surrendering to the Company previously owned shares with a Fair Market Value equal
to the minimum amount of the tax withholding obligation, (iii) withholding from other cash compensation or (iv) paying the amount
of the tax withholding obligation directly to the Company in cash; provided, however, that if the tax obligation arises during
a period in which the Participant is either an officer of the Company subject to Section 16(a) of the Exchange Act or prohibited
from trading under any policy



    	 



    	



    

of the Company or by reason of the Exchange Act, then the tax
withholding obligation shall automatically be satisfied in accordance with subsection (i) of this paragraph. By electronically
acknowledging and accepting this Award, you hereby authorize Hubbell to withhold shares of Performance Based Restricted Stock with
a Fair Market Value on the date of vesting necessary to satisfy your withholding obligations.


 


Nothing in the Plan or this Agreement shall be interpreted to
interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or
services at any time, nor confer upon any Participant the right to continue in the employ or service of the Company or any Subsidiary.


 


This Performance Based Restricted Stock Award is granted under
and governed by the terms and conditions of the Plan. You acknowledge and agree that the Plan has been introduced voluntarily by
the Company and in accordance with its terms it may be amended, cancelled, or terminated by the Company, in its sole discretion,
at any time. The grant of a Performance Based Restricted Stock Award under the Plan is a one-time benefit and does not create any
contractual or other right to receive an award of Performance Based Restricted Stock or benefits in lieu of Performance Based Restricted
Stock in the future. Future awards of Performance Based Restricted Stock, if any, will be at the sole discretion of the Company,
including, but not limited to, the timing of the award, the number of shares and vesting provisions.