EX-10.13



 







Exhibit 10.13




HUBBELL
INCORPORATED

RESTRICTED STOCK AWARD AGREEMENT




	 	 	 	 	 	 	 
	Hubbell Incorporated 2005 Incentive Award Plan	 	Name: David G. Nord	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	Grant: 23,890 shares of Class B
Common Stock, par value $0.01 per
share (the “Restricted Stock”)
	 	 	 	 	 	 
	 	 	Taxpayer Identification Number:	 	 
	 
	 	 	 	 	 	 
	Grant Date: September 19, 2005

	 	Signature:
	 	/s/David G. Nord	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	    David G. Nord	 	 





Effective on the Grant Date you have been granted the Restricted Stock of
Hubbell Incorporated (the “Company”), in accordance with the provisions of the
Hubbell Incorporated 2005 Incentive Award Plan (the “Plan”) and subject to the
restrictions, terms and conditions set forth herein.



Until vested, the Restricted Stock shall be subject to forfeiture and
cancellation in the event of the termination of your employment or service with
the Company and all of its Subsidiaries for any reason, 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”).



Until vested, the Restricted Stock or any right or interest therein or part
thereof shall not be subject to: (i) disposition by pledge, encumbrance,
hypothecation to or in favor of any party other than the Company or a
Subsidiary, whether such disposition be voluntary or involuntary or by
operation of law by judgment, levy, attachment, garnishment or any other legal
or equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect; provided the Restricted Stock
may be assigned, transferred or disposed of upon death pursuant to the laws of
descent and distribution; or (ii) any lien, obligation, or liability to any
other party other than the Company or a Subsidiary.



The Restricted Stock will vest and no longer be subject to the restrictions and
forfeiture under this Agreement in one-third increments on each anniversary of
the Grant Date. Notwithstanding the foregoing, the Restricted Stock shall be
fully vested upon (i) your Termination of Service by reason of death or (ii) a
Change of Control. Additionally, if your employment is terminated without
cause or you terminate your employment for good reason prior to the second
anniversary of the Grant Date, you will be two-thirds vested in the Restricted
Stock on such date of termination. For this purpose, “cause” and “good reason”
shall have the meaning set forth in your offer of employment dated August 24,
2005.



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


The Company shall cause the Restricted Stock to either (i) be issued and a
stock certificate or certificates representing the Restricted Stock to be
registered in the name of the Participant or (ii) held in book entry form
promptly upon execution of this Agreement. 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 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 AND A RESTRICTED STOCK
AWARD AGREEMENT DATED SEPTEMBER 19 , 2005, 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, 584 DERBY MILFORD RD., ORANGE, CT 06477-4024.


Following the vesting of any of your Restricted Stock, the Company will cause
to be issued and delivered to you a certificate evidencing such Restricted
Stock, free of the legend provided above.



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 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 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 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).



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 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 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 Restricted Stock or benefits in lieu of Restricted Stock in the future.
Future awards of 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. By execution of this Agreement, you consent
to the provisions of the Plan and this Agreement. Defined terms used herein
shall have the meaning set forth in the Plan, unless otherwise defined herein.




	 	 	 	 	 
	HUBBELL INCORPORATED	 	 
	 

	 	 	 	 
	By:

	 	/s/Richard W. Davies	 	 
	 

	 	 	 	 
	 

	 	 
 
Richard W. Davies	 	 
	Its: Vice President, General Counsel and Secretary