EX-10.12



 






Exhibit 10.12




CONTINUITY AGREEMENT




          This Agreement (the “Agreement”) is dated as of September 19, 2005 by and between HUBBELL
INCORPORATED, a Connecticut corporation (the “Company”), and David G. Nord (the “Executive”).



          WHEREAS, the Company’s Board of Directors considers the continued services of key executives
of the Company to be in the best interests of the Company and its stockholders; and



          WHEREAS, the Company’s Board of Directors desires to assure, and has determined that it is
appropriate and in the best interests of the Company and its stockholders to reinforce and
encourage the continued attention and dedication of key executives of the Company to their duties
of employment without personal distraction or conflict of interest in circumstances which could
arise from the occurrence of a change in control of the Company; and



          WHEREAS, the Company’s Board of Directors has authorized the Company to enter into continuity
agreements with those key executives of the Company and any of its respective subsidiaries (all of
such entities, with the Company hereinafter referred to as an “Employer”), such agreements to set
forth the severance compensation which the Company agrees under certain circumstances to pay such
executives; and



          WHEREAS, the Executive is a key executive of an Employer and has been designated by the Board
as an executive to be offered such a continuity compensation agreement with the Company.



          NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Executive agree as follows:



     1. Term. This Agreement shall become effective on the date hereof and remain in
effect until the first anniversary thereof; provided, however, that this Agreement
shall automatically renew on each anniversary of the date hereof, unless an Employer provides the
Executive, in writing, at least 180 days prior to the renewal date, notice that this Agreement
shall not be renewed. Notwithstanding the foregoing, in the event that a Change in Control occurs
at any time prior to the termination of this Agreement in accordance with the preceding sentence,
this Agreement shall not terminate until the second anniversary of the Change in Control (or, if
later, until the second anniversary of the consummation of the transaction(s) contemplated in the
Change in Control).



     2. Change in Control.



          (a) No compensation or other benefit pursuant to Section 4 hereof shall be payable under this
Agreement unless and until either (i) a Change in Control of the Company (as hereinafter defined)
shall have occurred while the Executive is an employee of an Employer and the Executive’s
employment by an Employer thereafter shall have terminated in accordance with



 









 




Section 3 hereof or (ii) the Executive’s employment by the Company shall have terminated in
accordance with Section 3(a)(ii) hereof prior to the occurrence of the Change in Control.





     (b) For purposes of this Agreement:




     (i) “Change in Control” shall mean any one of the following:




     (A) Continuing Directors no longer constitute at least 2/3 of the
Directors;




     (B) 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 twenty percent (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
Section 2 shall not apply with respect to any holding of securities by (I)
the trust under a Trust Indenture dated September 2, 1957 made by Louie E.
Roche, (II) the trust under a Trust Indenture dated August 23, 1957 made by
Harvey Hubbell, and (III) 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;




     (C) the consummation of a 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




     (D) 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 in
control of the Company and such action is taken.




     (ii) “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.




     (iii) “Director” shall mean an individual who is a member of the Company’s
Board of Directors on the relevant date.



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     3. Termination of Employment; Definitions.




     (a) Termination without Cause by the Company or for Good Reason
by the Executive.




     (i) The Executive shall be entitled to the compensation provided for in Section
4 hereof, if within two years after a Change in Control, the Executive’s employment
shall be terminated (A) by an Employer for any reason other than (I) the Executive’s
Disability or Retirement, (II) the Executive’s death or (III) for Cause, or (B) by
the Executive with Good Reason (as such terms are defined herein).




     (ii) In addition, the Executive shall be entitled to the compensation provided
for in Section 4 hereof if, (A) in the event that an agreement is signed which, if
consummated, would result in a Change in Control and the Executive is terminated
without Cause by the Company or terminates employment with Good Reason prior to the
Change in Control, (B) such termination is at the direction of the acquiror or
merger partner or otherwise in connection with the anticipated Change in Control,
and (C) such Change in Control actually occurs.



          (b) Disability. For purposes of this Agreement, “Disability” shall mean the
Executive’s absence from the full-time performance of the Executive’s duties (as such duties
existed immediately prior to such absence) for 180 consecutive business days, when the Executive is
disabled as a result of incapacity due to physical or mental illness.



          (c) Retirement. For purposes of this Agreement, “Retirement” shall mean the
Executive’s voluntary termination of employment pursuant to late, normal or early retirement under
a pension plan sponsored by an Employer, as defined in such plan, but only if such retirement
occurs prior to a termination by an Employer without Cause or by the Executive for Good Reason.



          (d) Cause. For purposes of this Agreement, “Cause” shall mean:




     (i) the willful and continued failure of the Executive to perform substantially
all of his duties with an Employer (other than any such failure resulting from
incapacity due to physical or mental illness), after a written demand for
substantial performance is delivered to such Executive by the Board of Directors
(the “Board”) of the Company which specifically identifies the manner in which the
Board believes that the Executive has not substantially performed his duties;




     (ii) the willful engaging by the Executive in gross misconduct which is
materially and demonstrably injurious to the Company or any Employer; or




     (iii) the conviction of, or plea of guilty or nolo contendere
to, a felony.


Termination of the Executive for Cause shall be made by delivery to the Executive of a copy of a
resolution duly adopted by the affirmative vote of not less than a three-fourths majority of the




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non-employee Directors of the Company or of the ultimate parent of the entity which caused the
Change in Control (if the Company has become a subsidiary) at a meeting of such Directors called
and held for such purpose, after 30 days prior written notice to the Executive specifying the basis
for such termination and the particulars thereof and a reasonable opportunity for the Executive to
cure or otherwise resolve the behavior in question prior to such meeting, finding that in the
reasonable judgment of such Directors, the conduct or event set forth in any of clauses (i) through
(iii) above has occurred and that such occurrence warrants the Executive’s termination.




          (e) Good Reason. For purposes of this Agreement, “Good Reason” shall mean the
occurrence, within the Term of this Agreement, of any of the following without the Executive’s
express written consent:




     (i) after a Change in Control, any reduction in the Executive’s base salary
from that which was in effect immediately prior to the Change in Control, any
reduction in the Executive’s annual cash bonus below such bonus paid or payable in
respect of the calendar year immediately prior to the year in which the Change in
Control occurs, or any reduction in the Executive’s aggregate annual cash
compensation (including base salary and bonus) from that which was in effect
immediately prior to the Change in Control; or




     (ii) after a Change in Control, the failure to increase (within 12 months of
the last increase in base salary) the Executive’s salary in an amount which at least
equals, on a percentage basis, the average percentage of increase in base salary
effected in the preceding 12 months (which period may include some period of time
prior to the Change in Control) for all senior executives of the Company (unless
such reduction is offset by an increase in the amount of annual cash bonus that is
paid to the Executive); or




     (iii) any material and adverse diminution in the Executives’ duties,
responsibilities, status, position or authority with the Company or any of its
affiliates following a Change of Control; provided, however, that no such diminution
shall be deemed to exist solely because of changes in Executive’s duties,
responsibilities or titles as a consequence of the Company ceasing to be a company
with publicly-traded securities or becoming a wholly-owned subsidiary of another
company; or




     (iv) any relocation of the Executive’s primary workplace to a location that is
more than 35 miles from the Executive’s primary workplace as of the date immediately
prior to the Change in Control; or




     (v) any failure by the Company to obtain from any successor to the Company an
agreement reasonably satisfactory to the Executive to assume and perform this
Agreement, as contemplated by Section 10(a) hereof; or



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     (vi) during the thirty-day period immediately following the first anniversary
of the Change in Control, the voluntary termination of employment by the Executive
for any reason or no reason at all.



          Notwithstanding the foregoing, in the event Executive provides the Company with a Notice of
Termination (as defined below) referencing this Section 3(e) (with the exception of Section
3(e)(vi)), the Company shall have 30 days thereafter in which to cure or resolve the behavior
otherwise constituting Good Reason. Any good faith determination by Executive that Good Reason
exists shall be presumed correct and shall be binding upon the Company



          (f) Notice of Termination. Any purported termination of the Executive’s employment
(other than on account of Executive’s death) with an Employer shall be communicated by a Notice of
Termination to the Executive, if such termination is by an Employer, or to an Employer, if such
termination is by the Executive. For purposes of this Agreement, “Notice of Termination” shall
mean a written notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of the Executive’s employment under the provisions so indicated;
provided, however, that in connection with a termination for Good Reason under
Section 3(e)(vi), no details shall be necessary other than reference to such Section. For purposes
of this Agreement, no purported termination of Executive’s employment with an Employer shall be
effective without such a Notice of Termination having been given.



     4. Compensation Upon Termination.



          Subject to Section 9 hereof, if within two years after a Change in Control, the Executive’s
employment with an Employer shall be terminated in accordance with Section 3(a) (the
“Termination”), the Executive shall be entitled to the following payments and benefits:



          (a) Severance. The Company shall pay or cause to be paid to the Executive a cash
severance amount equal to three times the sum of (i) the Executive’s annual base salary on the date
of the Change in Control (or, if higher, the annual base salary in effect immediately prior to the
giving of the Notice of Termination), and (ii) the highest of the actual bonuses paid or payable to
the Executive under the Company’s annual incentive compensation plan in any of the three
consecutive fiscal years prior to the year in which the Change in Control occurs (the “Bonus”).
This cash severance amount shall be payable in a lump sum calculated without any discount.



          (b) Additional Payments and Benefits. The Executive shall also be entitled to:




     (i) a lump sum cash payment equal to the sum of (A) the Executive’s accrued but
unpaid annual base salary through the date of Termination, (B) the unpaid portion,
if any, of bonuses previously earned by the Executive pursuant to the Company’s
annual incentive compensation plan, plus the pro rata portion of (I) the Bonus or
(II) if payable, the target bonus to be paid for the year in which the date of
Termination occurs, in either case (calculated through the date of Termination), and
(C) an amount, if any, equal to compensation previously



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deferred (excluding any qualified plan deferral) and any accrued vacation pay,
in each case, in full satisfaction of Executive’s rights thereto; and




     (ii) an annual benefit under the Company’s Amended and Restated Supplemental
Executive Retirement Plan (the “SERP”), calculated based on the Executive’s actual
full years of service (but in no event less than 5 years of service or more than 10
years of service), unreduced for early retirement thereunder; and




     (iii) unless otherwise provided under the Key Man Supplemental Medical Plan,
continued medical, dental, vision, and life insurance coverage (excluding accident,
death, and disability insurance) for the Executive and the Executive’s eligible
dependents or, to the extent such coverage is not commercially available, such other
arrangements reasonably acceptable to the Executive, on the same basis as in effect
prior to the Change in Control or the Executive’s Termination, whichever is deemed
to provide for more substantial benefits, for a period ending on the earlier of (A)
the end of the third anniversary of the date of the Executive’s Termination and (B)
the commencement of comparable coverage by the Executive with a subsequent employer;
and




     (iv) all other accrued or vested benefits in accordance with the terms of the
applicable plan (with an offset for any amounts paid under Section 4(b)(i)(C),
above).




All lump sum payments under this Section 4 shall be paid within 10 business days
after Executive’s date of Termination; provided, however, that with
respect to the SERP benefit set forth in Section 4(b)(ii), above, such benefit shall
be payable in accordance with the terms of the SERP.



          (c) Outplacement. If so requested by the Executive, outplacement services shall be
provided by a professional outplacement provider selected by Executive; provided,
however, that such outplacement services shall be provided the Executive at a cost to the
Company of not more than fifteen percent (15%) of such Executive’s annual base salary.



          (d) Withholding. Payments and benefits provided pursuant to this Section 4 shall be
subject to any applicable payroll and other taxes required to be withheld.



     5. Compensation Upon Termination for Death, Disability or Retirement.



          If an Executive’s employment is terminated by reason of Death, Disability or Retirement prior
to any other termination, Executive will receive:



          (a) the sum of (i) Executive’s accrued but unpaid salary through the date of Termination, (ii)
the pro rata portion of the Executive’s target bonus for the year of Executive’s Death or
Disability (calculated through the date of Termination), and (iii) an amount equal to any
compensation previously deferred and any accrued vacation pay; and



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          (b) other accrued or vested benefits in accordance with the terms of the applicable plan (with
an offset for any amounts paid under item (a)(iii), above).



     6. Excess Parachute Excise Tax Payments.



          (a) (i) If it is determined (as hereafter provided) that any payment or distribution by the
Company or any Employer to or for the benefit of the Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by
reason of any other agreement, policy, plan, program or arrangement, including without limitation
any stock option, stock appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be
subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto)
by reason of being “contingent on a change in ownership or control” of the Company, within the
meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax
imposed by state or local law, or any interest or penalties with respect to such excise tax (such
tax or taxes, together with any such interest and penalties, are hereafter collectively referred to
as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment or
payments (a “Gross-Up Payment”) in an amount such that, after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes), including any Excise Tax,
imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to
the Excise Tax imposed upon the Payments; provided, however, if the Executive’s
Payment is, when calculated on a net-after-tax basis, less than $50,000 in excess of the amount of
the Payment which could be paid to the Executive under Section 280G of the Code without causing the
imposition of the Excise Tax, then the Payment shall be limited to the largest amount payable (as
described above) without resulting in the imposition of any Excise Tax (such amount, the “Capped
Amount”).



               (ii) Subject to the provisions of Section 6(a)(i) hereof, all determinations required to be
made under this Section 6, including whether an Excise Tax is payable by the Executive and the
amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such
Gross-Up Payment, shall be made by the nationally recognized firm of certified public accountants
(the “Accounting Firm”) used by the Company prior to the Change in Control (or, if such Accounting
Firm declines to serve, the Accounting Firm shall be a nationally recognized firm of certified
public accountants selected by the Executive). The Accounting Firm shall be directed by the
Company or the Executive to submit its preliminary determination and detailed supporting
calculations to both the Company and the Executive within 15 calendar days after the Termination
Date, if applicable, and any other such time or times as may be requested by the Company or the
Executive. If the Accounting Firm determines that any Excise Tax is payable by the Executive and
that the criteria for reducing the Payment to the Capped Amount (as described in Section 6(a)(i)
above) is met, then the Company shall reduce the Payment by the amount which, based on the
Accounting Firm’s determination and calculations, would provide the Executive with the Capped
Amount, and pay to the Executive such reduced Payment. If the Accounting Firm determines that an
Excise Tax is payable, without reduction pursuant to Section 6(a)(i), above, the Company shall pay
the required Gross-Up Payment to, or for the benefit of, the Executive within five business days
after receipt of such determination and calculations. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination,
furnish



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the Executive with an opinion that he has substantial authority not to report any Excise Tax
on his federal, state, local income or other tax return. Any determination by the Accounting Firm
as to the amount of the Gross-Up Payment shall be binding upon the Company and the Executive absent
a contrary determination by the Internal Revenue Services or a court of competent jurisdiction;
provided, however, that no such determination shall eliminate or reduce the
Company’s obligation to provide any Gross-Up Payment that shall be due as a result of such contrary
determination. As a result of the uncertainty in the application of Section 4999 of the Code (or
any successor provision thereto) and the possibility of similar uncertainty regarding state or
local tax law at the time of any determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments that will not have been made by the Company should have been made (an
“Underpayment”), consistent with the calculations required to be made hereunder. In the event that
the Company exhausts or fails to pursue its remedies pursuant to Section 6(a) hereof and the
Executive thereafter is required to make a payment of any Excise Tax, the Executive shall direct
the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its
determination and detailed supporting calculations to both the Company and the Executive as
promptly as possible. Any such Underpayment shall be promptly paid by the Company to, or for the
benefit of, the Executive within five business days after receipt of such determination and
calculations.




               (iii) The Company and the Executive shall each provide the Accounting Firm access to and
copies of any books, records and documents in the possession of the Company or the Executive, as
the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the
Accounting Firm in connection with the preparation and issuance of the determination contemplated
by Section 6(a) hereof.



               (iv) The federal, state and local income or other tax returns filed by the Executive (or any
filing made by a consolidated tax group which includes the Company) shall be prepared and filed on
a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax
payable by the Executive. The Executive shall make proper payment of the amount of any Excise Tax,
and at the request of the Company, provide to the Company true and correct copies (with any
amendments) of his federal income tax return as filed with the Internal Revenue Service and
corresponding state and local tax returns, if relevant, as filed with the applicable taxing
authority, and such other documents reasonably requested by the Company, evidencing such payment.
If prior to the filing of the Executive’s federal income tax return, or corresponding state or
local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up
Payment should be reduced, the Executive shall within five business days pay to the Company the
amount of such reduction.



               (v) The fees and expenses of the Accounting Firm for its services in connection with the
determinations and calculations contemplated by Sections 6(a)(ii) and (iv) hereof shall be borne by
the Company. If such fees and expenses are initially advanced by the Executive, the Company shall
reimburse the Executive the full amount of such fees and expenses within five business days after
receipt from the Executive of a statement therefor and reasonable evidence of his payment thereof.



          (b) In the event that the Internal Revenue Service claims that any payment or benefit received
under this Agreement constitutes an “excess parachute payment,” within the



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meaning of Section 280G(b)(1) of the Code, the Executive shall notify the Company in writing
of such claim. Such notification shall be given as soon as practicable but no later than 10
business days after the Executive 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
Executive shall not pay such claim prior to the expiration of the 30 day period following the date
on which the Executive 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
Executive in writing prior to the expiration of such period that it desires to contest such claim,
the Executive 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 and reasonably satisfactory to the Executive; (iii) cooperate with the Company in good
faith in order to effectively contest such claim; and (iv) permit the Company to participate in any
proceedings relating to such claim; provided, however, that the Company shall bear
and pay directly all costs and expenses (including, but not limited to, additional interest and
penalties and related legal, consulting or other similar fees) incurred in connection with such
contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for and against
any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a
result of such representation and payment of costs and expenses.




          (c) The Company shall control all proceedings taken in connection with such contest and, at
its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim; provided, however,
that if the Executive is required to extend the statute of limitations to enable the Company to
contest such claim, the Executive may limit this extension solely to such contested amount. The
Company’s control of the contest shall be limited to issues with respect to which a corporate
deduction would be disallowed pursuant to Section 280G of the Code and the Executive 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. In addition, no position may be taken nor any final
resolution be agreed to by the Company without the Executive’s consent if such position or
resolution could reasonably be expected to adversely affect the Executive (including any other tax
position of the Executive unrelated to matters covered hereby).



          (d) If, after the receipt by the Executive of an amount advanced by the Company in connection
with the contest of the Excise Tax claim, the Executive becomes entitled to receive any refund with
respect to such claim, the Executive shall promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes applicable thereto);
provided, however, if the amount of that refund exceeds the amount advanced by the
Company or it is otherwise determined for any reason that additional amounts could be paid to the
Executive without incurring any Excise Tax, any such amount will be promptly paid by the Company to
the Executive. If, after the receipt by the Executive of an amount advanced by the Company in
connection with an Excise Tax claim, a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest the denial of such refund prior to the expiration of 30 days after
such determination, such advance shall be forgiven



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and shall not be required to be repaid and shall be deemed to be in consideration for services
rendered after the date of the Termination.




     7. Expenses. In addition to all other amounts payable to the Executive under this
Agreement, the Company shall pay or reimburse the Executive for legal fees (including without
limitation, any and all court costs and attorneys’ fees and expenses) incurred by the Executive in
connection with or as a result of any claim, action or proceeding brought by the Company or the
Executive with respect to or arising out of this Agreement or any provision hereof;
provided, however, that in the case of an action brought by the Executive, the
Company shall have no obligation for any such legal fees, if the Company is successful in
establishing with the court that the Executive’s action was frivolous or otherwise without any
reasonable legal or factual basis.



     8. Obligations
Absolute; Non-Exclusivity of Rights; Joint Several Liability.



          (a) The obligations of the Company to make the payment to the Executive, and to make the
arrangements, provided for herein shall be absolute and unconditional and shall not be reduced by
any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or
other right which the Company may have against the Executive or any third party at any time.



          (b) Nothing in this Agreement shall prevent or limit the Executive’s continuing or future
participation in any benefit, bonus, incentive or other plan or program provided by the Company or
any other Employer and for which the Executive may qualify, nor shall anything herein limit or
reduce such rights as the Executive may have under any agreements with the Company or any other
Employer.



          (c) Each entity included in the definition of “Employer” and any successors or assigns shall
be joint and severally liable with the Company under this Agreement.



     9. Not an Employment Agreement; Effect On Other Rights.



          (a) This Agreement is not, and nothing herein shall be deemed to create, a contract of
employment between the Executive and the Company. Any Employer may terminate the employment of the
Executive at any time, subject to the terms of this Agreement and/or any employment agreement or
arrangement between the Employer and the Executive that may then be in effect.



          (b) With respect to any employment agreement with the Executive in effect immediately prior to
the Change in Control, nothing herein shall have any effect on the Executive’s rights thereunder;
provided, however, that in the event of the Executive’s termination of employment
in accordance with Section 3 hereof, this Agreement shall govern solely for the purpose of
providing the terms of all payments and additional benefits to which the Executive is entitled upon
such termination and any payments or benefit provided under any employment agreement with the
Executive in effect immediately prior to the Change in Control shall reduce the corresponding type
of payments or benefits hereunder. Notwithstanding the foregoing, in the event that the
Executive’s employment is terminated prior to the occurrence of a Change in Control under the
circumstances provided for in Section 3(a)(ii) and such circumstances also entitle Executive to
payments and benefits under any other employment or



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other agreement as in effect prior to the Change in Control (“Other Agreement”), then, until
the Change in Control occurs, the Executive will receive the payments and benefits to which he is
entitled under such Other Agreement. Upon the occurrence of the Change in Control, the Company
will pay to the Executive in cash the amount to which he is entitled to under this Agreement
(reduced by the amounts already paid under the Other Agreement) in respect of cash payments and
shall provide or increase any other noncash benefits to those provided for hereunder (after taking
into account noncash benefits, if any, provided under such Other Agreement). Amounts which are
vested benefits or which the Executive is otherwise entitled to receive under any plan or program
of the Company or any other Employer shall be payable in accordance with such plan or program,
except as explicitly modified by this Agreement.




     10. Successors; Binding Agreement, Assignment.



          (a) The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business of the Company, by
agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform it if no
such succession had taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a material breach of this Agreement and shall entitle
the Executive to terminate the Executive’s employment with the Company or such successor for Good
Reason immediately prior to or at any time after such succession. As used in this Agreement,
“Company” shall mean (i) the Company as hereinbefore defined, and (ii) any successor to all the
stock of the Company or to all or substantially all of the Company’s business or assets which
executes and delivers an agreement provided for in this Section 10(a) or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law, including any parent
or subsidiary of such a successor.



          (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amount would be payable to the
Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s
estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be
assigned or pledged by the Executive.



     11. Notice. For purpose of this Agreement, notices and all other communications
provided for in this Agreement or contemplated hereby shall be in writing and shall be deemed to
have been duly given when personally delivered, delivered by a nationally recognized overnight
delivery service or when mailed United States certified or registered mail, return receipt
requested, postage prepaid, and addressed, in the case of the Company, to the Company at:


Hubbell Incorporated

584 Derby Milford Road

Orange, Connecticut 06477-4024

Attention: General Counsel



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and in the case of the Executive, to the Executive at the address set forth on the execution page
at the end hereof.




          Either party may designate a different address by giving notice of change of address in the
manner provided above, except that notices of change of address shall be effective only upon
receipt.



     12. Confidentiality. The Executive shall retain in confidence any and all
confidential information concerning the Company and its respective business which is now known or
hereafter becomes known to the Executive, except as otherwise required by law and except
information (i) ascertainable or obtained from public information, (ii) received by the Executive
at any time after the Executive’s employment by the Company shall have terminated, from a third
party not employed by or otherwise affiliated with the Company or (iii) which is or becomes known
to the public by any means other than a breach of this Section 12. Upon the Termination of
employment, the Executive will not take or keep any proprietary or confidential information or
documentation belonging to the Company.



     13. Miscellaneous. No provision of this Agreement may be amended, altered, modified,
waived or discharged unless such amendment, alteration, modification, waiver or discharge is agreed
to in writing signed by the Executive and such officer of the Company as shall be specifically
designated by the Committee or by the Board of Directors of the Company. No waiver by either
party, at any time, of any breach by the other party of, or of compliance by the other party with,
any condition or provision of this Agreement to be performed or complied with by such other party
shall be deemed a waiver of any similar or dissimilar provision or condition of this Agreement or
any other breach of or failure to comply with the same condition or provision at the same time or
at any prior or subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either party which are not
expressly set forth in this Agreement.



     14. Severability. If any one or more of the provisions of this Agreement shall be
held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by
applicable law, each party hereto waives any provision of law which renders any provision of this
Agreement invalid, illegal or unenforceable in any respect.



     15. Governing Law; Venue. The validity, interpretation, construction and performance
of this Agreement shall be governed on a non-exclusive basis by the laws of the State of
Connecticut without giving effect to its conflict of laws rules. For purposes of jurisdiction and
venue, the Company and each Employer hereby consents to jurisdiction and venue in any suit, action
or proceeding with respect to this Agreement in any court of competent jurisdiction in the state in
which Executive resides at the commencement of such suit, action or proceeding and waives any
objection, challenge or dispute as to such jurisdiction or venue being proper.



     16. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be an original and all of which shall be deemed to constitute one and the same
instrument.



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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	 	HUBBELL INCORPORATED
	 
	 	 	 	 
	 

	 	By:
	 	Richard W. Davies
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President, Secretary and General Counsel
	 

	 	 	 	 






	 	 	 	 	 
	 	 	David G. Nord
	 	 	 	 	 
	 

	 	Executive	 	 







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