exv10w28



 





Exhibit 10.28




FORM OF

RESTRICTED STOCK AGREEMENT

PURSUANT TO

THOMAS & BETTS CORPORATION NONEMPLOYEE DIRECTORS EQUITY COMPENSATION PLAN




     This Restricted Stock Agreement (hereinafter “Agreement”) is made as of the
<<day>> day of <<month>>, <<year>>, by and between THOMAS &
BETTS CORPORATION (hereinafter “Corporation”), a Tennessee corporation, and
<<First_Name>><<Name>>, a nonemployee director of the Corporation
(hereinafter “Participant”).



     WHEREAS, the Corporation has adopted with the approval of its stockholders the Thomas & Betts
Corporation Nonemployee Directors Equity Compensation Plan, attached as Appendix E to the 2004
Proxy Statement and as amended from time to time thereafter (hereinafter “Plan”); and



     WHEREAS, the Committee under the Plan has awarded shares of the Corporation’s Common Stock to
the Participant;



     NOW, THEREFORE, in consideration of the foregoing, the mutual promises hereinafter set forth,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Corporation and the Participant, intending to be legally bound, hereby agree as
follows:



     1. Issuance of Restricted Stock. Subject to the terms and conditions hereinafter set
forth, the Corporation has awarded to Participant a total of <<Grant>>            shares of its
Common Stock, par value $.10 per share (hereinafter sometimes “Restricted Stock”). The shares of
Restricted Stock actually awarded pursuant to this award are evidenced by a certificate or
certificates registered in Participant’s name.



     2. Terms and Conditions. The terms and conditions of the Plan are incorporated by
reference herein, and to the extent that any conflict may exist between any term or provision of
this Agreement and any term or provision of the Plan, the term or provision of the Plan shall
control.



     3. Restriction on Transfer. Except as otherwise provided pursuant to or in accordance
with the terms and provisions of this Agreement or the Plan, the shares of Restricted Stock shall
not be sold, exchanged, assigned, transferred or permitted to be transferred voluntarily,
involuntarily, or by operation of law, delivered, encumbered, discounted, pledged, hypothecated, or
otherwise disposed of for << >> <<( )>> months (i.e., until
<<month>> <<day>>, <<year>>) (“Restricted Period”).



     During the Restricted Period, certificates evidencing the Restricted Stock shall bear the
following legend:




“These shares have been issued pursuant to the Thomas & Betts
Corporation (“Corporation”) Nonemployee Directors Equity Compensation Plan
(“Plan”) and are subject to forfeiture to the Corporation in accordance with
the terms of the Plan and an Agreement between the Corporation and the
person in whose name the certificate is registered. These shares may not be
sold, pledged, exchanged,



 









 






transferred, hypothecated or otherwise disposed of except in accordance with
the terms of said Plan and said Agreement.”



     4. Deposit of Restricted Stock. In order to induce the Corporation to issue to
the Participant the Restricted Stock, Participant consents to the deposit with the Secretary of the
Corporation or such other person designated by the Committee, the certificates evidencing the
Restricted Stock, together with stock powers or other instruments of transfer required by the
Corporation or its counsel appropriately endorsed in blank by him. Such deposits shall remain in
effect until the time the Restricted Stock is forfeited under and pursuant to the terms and
provisions of Section 5 hereof or until said Restricted Stock shall be released from restrictions
under the Plan and the Agreement.



     Participant consents to the appointment of the Secretary of the Corporation, in his official
capacity, and his successors in office, or any other person that may be appointed by the Committee
under the Plan as Escrow Agent for said shares during the Restricted Period. If during the
Restricted Period, Participant’s service as a director of the Corporation is terminated, and the
Restricted Stock is forfeited in accordance with Section 5, Participant authorizes the Escrow Agent
to cause such certificate or certificates to be canceled on the stock record books of the
Corporation. Participant agrees that the Escrow Agent is acting merely as a depository and shall
have no liability hereunder except as a depository to retain the Restricted Stock and to dispose of
them in accordance with the terms of this Agreement and the Plan. If the Escrow Agent is notified
of any adverse claim or demand by any person, he is hereby authorized to hold such certificates
until the dispute shall have been settled by the parties and notice submitted to him in writing by
all persons so interested, or until the rights of the parties have been finally adjudicated in a
court of competent jurisdiction. So long as the Restricted Stock is held in escrow, Participant
shall be entitled to all the rights of a stockholder with respect thereto except as may be limited
by the terms of the Plan and this Agreement.



     5. Forfeiture of Restricted Stock. Subject at all times to the provisions of this
Agreement, if the Participant incurs a Cessation of Directorship (as defined below) before the
shares of Restricted Stock have been released from the restrictions on transfer as set forth in
Section 3 hereof, such Restricted Stock shall be forfeited to the Corporation unless the Committee
shall determine in a particular case that such forfeiture would not be in the best interest of the
Corporation. For purposes of this Section 5, “Cessation of Directorship” shall mean the
Participant’s service as a director of the Corporation ceases for any reason whatsoever, whether
voluntary or involuntary, other than because of (a) the Participant’s death, (b), the Participant’s
retirement in accordance with the Corporation’s retirement policy for directors, or (c) the
Participant’s permanent disability. In the event the Committee, in its sole discretion, determines
that the Participant’s service as a director ceased on account of disability prior to the end of
the Restriction Period set forth in Section 3, the Restriction Period shall be deemed to have ended
on the later of such disability or six months after the date of this Agreement, as first written
above. If the Participant’s employment ceased by reason of retirement (as determined by the
Committee) or death prior to the end of the Restriction Period set forth in Section 3, the
Restriction Period shall be deemed to have ended on the date of the Participant’s retirement or
death (as applicable).



     6. Delivery of Stock and Documents. In the event any shares of Restricted Stock are
forfeited to the Corporation, pursuant to the Plan or this Agreement, the Participant shall, to the
extent not already deposited with the Escrow Agent, deliver to the Escrow Agent the following:



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the certificate or certificates representing the Restricted Stock duly endorsed for transfer
and bearing whatever documentary stamps, if any, are necessary, and such assignments, certificates
of authority, tax releases, consents to transfer, instruments, and evidences of title of the
Participant and of his compliance with this Agreement as may be reasonably required by the
Corporation or by its counsel.




     7. Stock Distributions. Any shares of Common Stock of the Corporation received by a
Participant as a stock dividend, or as a result of stock splits, recapitalizations, combinations,
exchanges of shares, reorganizations, mergers, consolidations or otherwise which are derived
directly or indirectly from shares of Restricted Stock shall have the same status, be subject to
the same restrictions, and shall bear the same legend as the shares of Restricted Stock and shall
be delivered to the Escrow Agent to be held under the same terms and conditions as the Restricted
Stock.



     8. Non-Alienation. No Restricted Stock shall be subject to alienation, sale,
assignment, pledge, encumbrance or charge and any attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any
manner be liable for or subject to the debts, contracts, liabilities or torts of the person
entitled to such benefit.



     9. Rights of Stockholder. Subject to the terms and provisions of the Tennessee
Business Corporation Act and of this Agreement, the Participant shall have all the rights of a
stockholder of the Corporation with respect to the Restricted Stock, including the right to vote
the Restricted Stock and to receive all dividends or other distributions paid or made with respect
thereto.



     10. Change of Control. In the event the Corporation undergoes a change of control as
defined in Section 13(a) of the Plan, the rights of the Participant shall be governed by Section
13(b) of the Plan.



     11. Burden and Benefit. The terms and provisions of this Agreement shall be binding
upon, and shall inure to the benefit of, the Participant and his executors or administrators,
heirs, and personal and legal representatives.



     12. Governing Law. This Agreement shall be construed and enforced in accordance with
the laws of the State of Tennessee (without regard to principles of conflicts of laws), except to
the extent such laws are preempted by federal law.



     13. Modifications. No change or modification of this Agreement shall be valid unless
it is written (or electronic) and signed by the parties hereto.



     14. Entire Agreement. This Agreement, together with the Plan, sets forth all of the
promises, agreements, conditions, understandings, warranties, and representations between the
parties hereto with respect to the shares of Restricted Stock, and there are no promises,
agreements, conditions, understandings, warranties, or representations, oral or written, express or
implied, between them with respect to the shares of Restricted Stock other than as set forth herein
or therein.



     15. Genders. The use of any gender herein shall be deemed to include the other gender
and the use of the singular herein shall be deemed to include the plural and vice versa, wherever
appropriate.



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     16. Notices. Any and all notices required herein shall be addressed: (i) if to the
Corporation, to the principal executive office of the Corporation; and (ii) if to the Participant,
to his address as reflected in the stock records of the Corporation.



     17. Specific Performance. The parties hereto agree that the shares of Restricted
Stock are unique, that the Participant’s failure to perform the obligations provided by this
Agreement will result in irreparable damage to the Corporation, and that specific performance of
the Participant’s obligations may be obtained by a suit in equity.



     18. Invalid or Unenforceable Provisions. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions hereof, and this
Agreement shall be construed in all respects as if the invalid or unenforceable provisions were
omitted.



     IN WITNESS WHEREOF, the Corporation and the Participant have executed this Agreement as of the
day and year first above written.



	 	 	 	 	 
	ATTEST:	 	THOMAS & BETTS CORPORATION
	 
	 	 	 	 
	 	 	By:
	 

	 	 	 	 
	Vice President-General Counsel and Secretary

	 	 	 	President and Chief Executive Officer
	 
	 	 	 	 
	WITNESS:	 	PARTICIPANT:
	 
	 	 	 	 
	 

	 	 	 	 
	

	 	 	 	<<First Name>><<Name>>







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