EX-10.1 STOCK OPTION PLAN FOR KEY EMPLOYEES



 




Exhibit 10(1)




HUBBELL INCORPORATED




STOCK OPTION PLAN FOR KEY EMPLOYEES





	1.	 	Purpose of the Plan



     The purpose of the Hubbell Incorporated Stock Option Plan for Key
Employees (the “Plan”) is to further the growth and development of Hubbell
Incorporated (the “Company”) by providing an incentive through encouraging
ownership of stock of the Company to officers and other key employees who are
in a position to contribute materially to the prosperity of the Company, to
increase their interest in the Company’s welfare and continue their services,
and by affording a means through which the Company can attract to its services,
employees of outstanding ability.





	2.	 	Administration of the Plan



     The Plan shall be administered by the Compensation Committee (the
“Committee”), consisting solely of at least two or more members of the Board of
Directors of the Company (“Board of Directors”) who are each “non-employee
directors” within the meaning of Rule 16b-3 under the Securities Exchange Act
of 1934 (or any successor rule thereto). The members of the Committee shall be
appointed from time to time by the Board of Directors, to serve at the pleasure
of the Board. From and after the first meeting of shareholders at which
directors are to be elected that occurs after July 1, 1994, the Committee shall
contain at least two “outside directors” as that term is defined in Section
162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (or any
successor section thereto).



     Subject to the express provisions of the Plan, the Committee shall have
authority in its discretion to determine the individuals to whom, and the time
or times at which options shall be granted, and the number of shares to be
subject to each option. In making such determinations, the Committee may take
into account the nature of the services rendered by the respective employees,
their present and potential contribution to the Company’s success, and such
other factors as the Committee in its discretion shall deem relevant.



     Subject to the express provisions of the Plan, the Committee shall also
have authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of the
respective option agreements (which need not be identical) and to make all
other determinations necessary or advisable for the administration of the Plan.



     The Committee shall select one of its members as a Chairman, who shall
preside at meetings and who shall have authority to execute and deliver
documents on behalf of the Committee. Meetings of the Committee shall be held
at such times and places as the members thereof may determine. The majority of
its members shall constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members. No member of the Committee shall be
liable for anything done or omitted to be done by such member or by any



 







 



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other member of the Committee in connection with this Plan, except for such
member’s own willful misconduct or as expressly provided by statute.





	3.	 	Stock Subject to the Plan



     Subject to adjustment as provided in Paragraph 5(d) of this Plan, the
aggregate number of shares of stock which may be issued under options granted
under this Plan shall be 3,600,000 shares of the Company’s Class A Common
Stock, par value $.01 per share, and 19,845,670 shares of the Company’s Class B
Common Stock, par value $.01 per share. The number of shares of stock which may
be issued under options granted under this Plan to any one individual in any
fiscal year shall not exceed 300,000 shares, subject to adjustment pursuant to
Section 5(d) hereof.



     Options granted by the Committee may be “incentive stock options” (as
defined in Section 422 of the Code) or options which are not “incentive stock
options”, or a combination thereof, as determined by the Committee.



     Options may be granted with respect to authorized but unissued shares. In
the event that any option under the Plan expires or is terminated for any
reason prior to the end of the period during which options may be granted, the
shares allocable to the unexercised portion of such option shall again be
available for the purposes of this Plan.





	4.	 	Eligibility



     Options may be granted only to officers and other key employees of the
Company and subsidiary corporations (as defined in Section 424(f) of the Code).
Directors who are not officers or employees shall not be eligible. Subject to
the other provisions of this Plan, an individual may hold or be granted more
than one option. No incentive stock option shall be granted hereunder which
would permit the person to whom the option is granted to own (within the
meaning of Section 424(d) of the Code), immediately after the option is
granted, stock (including stock issuable upon the exercise of options)
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company, unless at the time any such option is granted
the option price is at least 110 percent of the fair market value of the stock
subject to the option, and such option by its terms is not exercisable after
the expiration of five years from the date such option is granted.





	5.	 	Terms and Conditions of Options



     Options shall be granted under this Plan upon such terms and conditions as
the Committee shall determine, subject to the following provisions:




(a) Option Price



     The option price of the stock subject to each option shall not be less
than 100 percent of the fair market value of such stock, as determined in good
faith by the Committee, on the date such option is granted.



 







 



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     (b)  Term of Option



     Options shall be granted for such term as the Committee shall determine
except that no option shall be exercisable after the expiration of ten years
from the date such option is granted.



     (c)  Exercise and Termination of Options



     The options granted under the Plan shall be exercisable immediately or in
such installments as the Committee may prescribe. The Committee may accelerate
the exercisability of options at any time in its sole discretion.



     Unless otherwise determined by the Committee, during the lifetime of the
individual to whom an option is granted, the option shall be exercisable only
by such individual.



     (A)  Termination of Employment — General



     If the participant ceases to be an employee of the Company or a subsidiary
for any reason (including, without limitation, the sale of a subsidiary) other
than death, retirement with the consent of the Company or retirement by reason
of “Permanent Disability,” such option shall expire on the earlier of (i) the
end of the option exercise period specified in the option or (ii) the date
three months from the date of the participant’s termination of employment (even
though such participant is subsequently reemployed). “Permanent Disability”
shall mean that the participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve months.



     (B)  Retirement with Company Consent



     If the employment of the participant with the Company or its subsidiaries
shall terminate by reason of the participant’s retirement with the consent of
the Company, such participant’s stock option shall continue to mature in the
normal manner and the participant (or in the event of his death after the date
of retirement, his estate or the person who acquires his option by bequest or
inheritance or by reason of his death) shall have the right to exercise his
option until the later of (i) the date three years after the date of such
retirement or (ii) in the event that the participant’s death occurs during such
three-year period the date twelve months after the death of the participant;
but in no event later than the end of the option exercise period specified in
the option; provided, however, that in the event that the participant retires
with the consent of the Company, the Committee may, in its discretion, provide
that the participant shall have the right to exercise his option until the end
of the option exercise period specified in the option.



     (C)  Retirement Due to Permanent Disability



     If the employment of the participant with the Company or its subsidiaries
shall terminate by reason of the participant’s retirement due to Permanent
Disability, the participant (or in the event of his death after the date of
retirement, his estate or the person who acquires his option by



 







 



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bequest or inheritance or by reason of his death) shall have the right to
exercise his option, to the extent that he could have exercised it at the date
of such disability retirement, until the later of (i) the date twelve months
after the date of such termination of employment or (ii) in the event that the
participant’s death occurs during such twelve-month period the date twelve
months after the date of such death; but in no event later than the end of the
option exercise period specified in the option.



     (D)  Termination Due to Death



     If a participant’s employment by the Company or any subsidiary terminates
by reason of death, any option held by the participant may thereafter be
immediately exercised, to the extent then exercisable, by his estate or the
person who acquires his option by bequest or inheritance or by reason of his
death for a period of one year from the date of such death or until the end of
the option exercise period specified in the option, whichever period is the
shorter.



     (E)  Miscellaneous



     A participant who is absent from work with the Company or a subsidiary
because of illness or temporary disability, or who is on leave of absence for
such purpose or reason as the Committee may approve, shall not be deemed during
the period of such absence, by reason of such absence, to have ceased to be an
employee of the Company or a subsidiary. Where a cessation of employment is to
be considered a retirement with the consent of the Company or by reason of
Permanent Disability for the purpose of this Plan shall be determined by the
Committee, which determination shall be final and conclusive.



     No option shall be exercisable unless at the time of exercise the shares
are covered by a currently effective registration statement filed under the
provisions of the Securities Act of 1933, as amended, or, in the sole opinion
of the Company and its counsel, the purchase of the shares upon exercise of the
option is otherwise exempt from the registration requirements of that Act.



     Each participant shall be required, as a condition of exercising any
option, to make such arrangements with the Company as the Committee shall
determine for withholding (including, but not limited to, the retention of
shares by the Company or the delivery to the Company of shares, in each case
equal in fair market value as described in Paragraph 5(f) to the amount of all
or any portion of the withholding obligation pursuant to such rules as may be
prescribed by the Committee) and, in the event of the death of a participant, a
further condition of such exercise shall be the delivery to the Company of such
tax waivers and other documents as the Committee shall determine. With the
consent of the Committee, a participant may elect to have the Company retain a
number of shares otherwise issuable on the exercise of an option equal in fair
market value as described in Paragraph 5(f) to the amount of all or any portion
of the participant’s federal, state and local income tax obligation resulting
from such exercise determined at the Company’s minimum statutory tax
withholding rate for supplemental taxable income; in addition, the Committee
may at its discretion permit a participant to deliver shares of common stock of
the Company, held for at least six months by the participant, equal in fair
market value as described in Paragraph 5(f) to the amount of all or any portion
of the participant’s federal,



 







 



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state and local income tax obligation resulting from such exercise determined
at the participant’s maximum marginal tax rates.




     (d) Adjustments Upon Changes in Capitalization



     If (i) the Company shall at any time be involved in a transaction to which
Section 424(a) of the Code is applicable; (ii) the Company shall declare a
dividend payable in any class of shares, or shall subdivide or combine, its
shares; or (iii) any other event shall occur which in the judgment of the
Committee necessitates action by way of adjusting the terms of the outstanding
options, the Committee shall forthwith take any such action as in its judgment
shall be necessary to preserve the participant’s rights substantially
proportionate to the rights existing prior to such event and to the extent that
such action shall include an increase or decrease in the number of shares
subject to outstanding options, the number of shares available under Paragraph
3 above shall be increased or decreased, as the case may be, proportionately.
The judgment of the Committee with respect to any matter referred to in this
Paragraph shall be conclusive and binding upon each participant.



     In the event of the proposed dissolution or liquidation of the Company, or
in the event of any proposed reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the Company is not
the surviving corporation, or in the event of a proposed sale of all or
substantially all of the principal and/or assets of the Company to another
corporation, all options granted hereunder shall terminate as of a date to be
fixed by the Committee, provided that not less than 90 days’ written notice of
the date so fixed shall be given to each participant, and each participant
shall have the right during such period to exercise his option as to all or any
part of the shares covered thereby to the extent such option is then otherwise
exercisable pursuant to the provisions of this Plan and of the option; and
provided further, however, that the Board of Directors may, in their
discretion, substitute or cause to be substituted new options for each such
outstanding option, provided each such new option applies to the stock of the
new employer corporation or a parent or subsidiary corporation of such
corporation.



     (e)  Nontransferability of Options



     Unless otherwise determined by the Committee, no option shall be assigned
or transferable, except by will or by the laws of descent and distribution.



     (f)  Payment for Stock



     The option price payable upon exercise of an option shall be payable to
the Company either (i) in cash (including check, bank draft, or money order),
(ii) by delivery to the Company of shares (which have been held by the
participant for at least six months) of either class of common stock of the
Company or a combination of common stock and cash, or (iii) to the extent
authorized by the Committee, at the written election of the optionee, by
delivery of irrevocable instructions to a broker to sell shares of common stock
otherwise deliverable upon exercise of a stock option and to deliver to the
Company an amount equal to the aggregate exercise price. The



 







 



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value of any common stock so delivered shall be the fair market value of such
common stock, as determined in good faith by the Committee, on the date of the
stock option exercise.



     (g)  Limitation on Incentive Stock Options



     With respect to incentive stock options granted after December 31, 1986,
the aggregate fair market value (determined at the time the option is granted)
of the stock with respect to which incentive stock options are exercisable for
the first time by a participant during any calendar year (under all such plans
of the individual’s employer corporation and its parent and subsidiary
corporations) shall not exceed $100,000.





	6.	 	Term of Plan



     No option shall be granted pursuant to the Plan after March 10, 2007.





	7.	 	Termination and Amendment of Plan



     The Board of Directors of the Company may at any time amend, suspend or
terminate the Plan, except that no amendment which would increase the maximum
number of shares which may be issued under options granted under this Plan
shall be effective unless, within twelve months before or after the Board
adopts such amendment, it is approved by shareholders. No amendment, suspension
or termination of this Plan shall, without the consent of the participant,
terminate, or adversely affect the participant’s rights under, any outstanding
option.





	8.	 	Privileges of Stock Ownership



     The holder of an option shall not be entitled to the privileges of stock
ownership as to any shares of the Company not actually issued to him. No shares
shall be issued upon the exercise of an option until all applicable legal
requirements shall have been complied with to the satisfaction of the Company
and its counsel.





	9.	 	Time of Granting of Options



     The granting of an option pursuant to this Plan shall take place at the
time the Committee makes a determination that an employee shall receive an
option.





	10.	 	Construction



     Words and terms used in this Plan which are defined or used in Sections
421, 422 or 424 of the Code shall, unless the context clearly requires
otherwise, have the meanings assigned to them therein, in the regulations
promulgated thereunder and in the decisions construing the provisions thereof.
The place of administration of this Plan shall be conclusively deemed to be
within the State of Connecticut, and the validity, construction, interpretation
and effect of the Plan, its rules and regulations and the rights of any and all
participants having or claiming to have an interest therein or thereunder,
shall be governed by and determined conclusively and solely in



 







 



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accordance with the laws of the State of Connecticut without regard to any
conflicts of laws provisions.





	11.	 	Provisions Relating to Change of Control




               (i) Each option granted under this Plan shall, to the extent then
exercisable determined after applying Paragraph 11(ii) below, have a limited
right of surrender allowing a participant who is an Officer, or any other
participant in the discretion of the Committee, to surrender his option within
the 30-day period following the Change of Control and to receive in cash, in
lieu of exercising the option, the amount by which the fair market value of the
common stock which the option represents exceeds the option exercise price for
all or part of the shares of common stock which are subject to the related
option. For this purpose, the fair market value of common stock shall be
determined as follows:





	 	(a)	 	if the share was a share of the Company’s Class A
Common Stock, the fair market value shall be deemed to be the
closing price of one share of the Company’s Class A Common
Stock on the New York Stock Exchange on that day, within the
60 days preceding the date on which the Change of Control
occurs, on which such closing price was the highest. In the
event that the shares are not listed or admitted to trading on
such exchange, the fair market value shall be deemed to be the
closing price of one share of the Company’s Class A Common
Stock on the principal national securities exchange on which
the shares are listed or admitted to trading, or, if the
shares are not listed or admitted to trading on any national
securities exchange, the average of the highest reported bid
and lowest reported asked prices as reported on the New York
Stock Exchange (the “NYSE”) or similar organization if the
NYSE is no longer reporting such information. If on any such
date the shares are not quoted by any such organization, the
fair market value of the shares on such date, as determined in
good faith by the Board of Directors of the Company, shall be
used; or
	 
	 	(b)	 	if the share was a share of the Company’s Class B
Common Stock, the fair market value shall be deemed to be the
closing price of one share of the Company’s Class B Common
Stock on the NYSE on that day, within the 60 days preceding
the date on which the Change of Control occurs, on which such
closing price was the highest. In the event that the shares
are not listed or admitted to trading on such exchange, the
fair market value shall be deemed to be the closing price of
one share of the Company’s Class B Common Stock on the
principal national securities exchange on which the shares are
listed or admitted to trading, or, if the shares are not
listed or admitted to trading on any national securities
exchange, the average of the highest reported bid and lowest
reported asked prices as reported on the NYSE or similar
organization if the NYSE is no longer reporting such
information. If on any such date the shares are not quoted



 







 






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	 	 	 	 by any such organization, the fair market value of the shares
on such date, as determined in good faith by the Board of
Directors of the Company, shall be used.



Notwithstanding the foregoing, if the payment of cash in respect of such option
would cause the Change in Control transaction to be ineligible for
pooling-of-interests accounting under APB No. 16, unless and until the
Committee provides otherwise, such payment shall not be made.




               (ii) Notwithstanding any other provisions of this Plan, in the event of a
Change of Control all outstanding options which are not then exercisable,
except for incentive stock options granted on or after January 1, 1987, shall
be immediately exercisable in full.



     For purposes of this section the following definitions shall apply:



     “Change of Control” shall mean any one of the following:





	 	(w)	 	Continuing Directors no longer constitute at
least 2/3 of the Directors;
	 
	 	(x)	 	any person or group of persons (as defined in
Rule 13d-5 under the Securities Exchange Act of 1934),
together with its affiliates, becomes the beneficial owner,
directly or indirectly, of 20% or more of the voting power of
the then outstanding securities of the Company entitled to
vote for the election of the Company’s Directors; provided
that this Paragraph 11 shall not apply with respect to any
holding of securities by (A) the trust under a Trust Indenture
dated September 2, 1957 made by Louie E. Roche, (B) the trust
under a Trust Indenture dated August 23, 1957 made by Harvey
Hubbell, and (C) any employee benefit plan (within the meaning
of Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended) maintained by the Company or any
affiliate of the Company;
	 
	 	(y)	 	the approval by the Company’s stockholders of the
merger or consolidation of the Company with any other
corporation, the sale of substantially all of the assets of
the Company or the liquidation or dissolution of the Company,
unless, in the case of a merger or consolidation, the
incumbent Directors in office immediately prior to such merger
or consolidation will constitute at least 2/3 of the Directors
of the surviving corporation of such merger or consolidation
and any parent (as such term is defined in Rule 12b-2 under
the Securities Exchange Act of 1934) of such corporation; or
	 
	 	(z)	 	at least 2/3 of the incumbent Directors in office
immediately prior to any other action proposed to be taken by
the Company’s stockholders determine that such proposed
action, if taken, would constitute a change of control of the
Company and such action is taken.



 







 






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     “Continuing Director” shall mean any individual who is a member of the
Company’s Board of Directors on December 9, 1986 or was designated (before such
person’s initial election as a Director) as a Continuing Director by 2/3 of the
then Continuing Directors.



     “Director” shall mean any individual who is a member of the Company’s
Board of Directors on the date the action in question was taken.



     “Officer” shall mean each of the officers specified in Section 1 of
Article IV of the by-laws of the Company except for any such officer whose
title begins with the word “Assistant”.




* * * * *



     Adopted by the Board of Directors on March 13, 1973 and amended May 5,
1980, December 9, 1980, March 9, 1982, June 12, 1985, March 10, 1987, May 7,
1990, September 12, 1991, May 2, 1994, May 5, 1997, May 3, 1999, December 8,
1999, May 7, 2001 and May 5, 2003.