EX-10.1






HUBBELL INCORPORATED

2005 INCENTIVE AWARD PLAN




(As Amended and Restated)




ARTICLE 1




Purpose




The purpose of the Hubbell Incorporated 2005 Incentive Award Plan (As Amended and Restated)
(the “Plan”) is to promote the success and enhance the value of Hubbell Incorporated (the
“Company”) by linking the personal interests of the members of the Board and Employees to
those of Company shareholders and by providing such individuals with an incentive for outstanding
performance to generate superior returns to Company shareholders. The Plan is further intended to
provide flexibility to the Company in its ability to motivate, attract, and retain the services of
members of the Board and Employees upon whose judgment, interest, and special effort the successful
conduct of the Company’s operation is largely dependent.



ARTICLE 2




Definitions and Construction




Wherever the following terms are used in the Plan they shall have the meanings specified
below, unless the context clearly indicates otherwise. The singular pronoun shall include the
plural where the context so indicates.



2.1 “Applicable Accounting Standards” means Generally Accepted Accounting Principles
in the United States, International Financial Reporting Standards or such other accounting
principles or standards as may apply to the Company’s financial statements under United States
federal securities laws from time to time.



2.2 “Award” means an Option, a Restricted Stock award, a Restricted Stock Unit Award,
a Stock Appreciation Right award, Dividend Equivalent award, Stock Payment award, or a
Performance-Based Award granted to a Participant pursuant to the Plan.



2.3 “Award Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award.



2.4 “Board” means the Board of Directors of the Company.



2.5 “Change in Control” means and includes any 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
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 2.5(b) 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; or



(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.



2.6 “Code” means the Internal Revenue Code of 1986, as amended.



2.7 “Committee” means the committee of the Board described in Article 11.



2.8 “Continuing Director” means 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.



2.9 “Covered Employee” means an Employee who is, or could be, a “covered employee”
within the meaning of Section 162(m) of the Code.



2.10 “Director” means an individual who is a member of the Company’s Board of
Directors on the relevant date.



2.11 “Disability” means that the Participant qualifies to receive long-term disability
payments under the Company’s long-term disability insurance program, as it may be amended from time
to time.



2.12 “Dividend Equivalent” means a right to receive the equivalent value (in cash or
Stock) of dividends paid on Stock, awarded under Section 8.2.



2.13 “Eligible Individual” means any person who is a Director or an Employee, as
determined by the Committee.



2.14 “Employee” means any officer or other employee (as defined in accordance with
Section 3401(c) of the Code) of the Company or any Subsidiary.



2.15 “Exchange Act” means the Securities Exchange Act of 1934, as amended.



2.16 “Fair Market Value” means, as of any given date, the fair market value of a share
of Stock on the immediately preceding date determined by such methods or procedures as may be
established from time to time by the Committee. Unless otherwise determined by the Committee, the
Fair Market Value of a share of Stock as of any date shall be the mean between the high and low
trading price for a share of Stock as reported on the New York Stock Exchange (or on any national
securities exchange on which the Stock is then listed) on such date or, if no such prices are
reported for that date, the mean between the high and low trading prices on the next preceding date
for which such prices were reported.



2.17 “Full Value Award” means an Award other than an Option or SAR, which is settled
by the issuance of Stock.



2.18 “Incentive Stock Option” means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.



2.19 “Independent Director” means a Director who is not an Employee of the Company.



2.20 “Non-Employee Director” means a Director who qualifies as a “Non-Employee
Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted
by the Board.



2.21 “Non-Qualified Stock Option” means an Option that is not intended to be an
Incentive Stock Option.



2.22 “Officer” means 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.”



2.23 “Option” means a right granted to a Participant pursuant to Article 5 of the Plan
to purchase a specified number of shares of Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.



2.24 “Participant” means any Eligible Individual who, as a Director or Employee, has
been granted an Award pursuant to the Plan.



2.25 “Performance-Based Award” means a right granted to a Participant to receive cash
or Stock pursuant to Article 8, and which is subject to the terms and conditions set forth in
Article 8.



2.26 “Performance Criteria” means the criteria (and adjustments) that the Committee
selects for purposes of establishing the Performance Goal or Performance Goals for a Participant
for a Performance Period determined as follows:



(a) The Performance Criteria that will be used to establish Performance Goals are limited to
the following: net earnings (either before or after interest, taxes, depreciation and
amortization), economic value-added (as determined by the Committee), sales or revenue, net income
(either before or after taxes), operating earnings, cash flow (including, but not limited to,
operating cash flow and free cash flow), return on capital, return on invested capital, return on
shareholders’ equity, return on assets, shareholder return, return on sales, gross or net profit
margin, productivity, expense, operating margin, operating efficiency, customer satisfaction,
working capital efficiency, earnings per share, price per share of Stock, and market share, any of
which may be measured either in absolute terms or as compared to any incremental increase or as
compared to results of a peer group or to market performance indicators or indices. To the extent a
Performance-Based Award is intended to be Qualified Performance-Based Compensation, the Committee
shall, within the time prescribed by Section 162(m) of the Code, define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for such Performance Period for
such Participant.



(b) The Committee may, in its sole discretion, provide that one or more objectively
determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments
may include one or more of the following: (i) items related to a change in accounting principle;
(ii) items relating to financing activities; (iii) expenses for restructuring or productivity
initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items
attributable to the business operations of any entity acquired by the Company during the
Performance Period; (vii) items related to the disposal of a business or segment of a business;
(viii) items related to discontinued operations that do not qualify as a segment of a business
under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split,
combination or exchange of stock occurring during the Performance Period; or (x) any other items of
significant income or expense which are determined to be appropriate adjustments; (xi) items
relating to unusual or extraordinary corporate transactions, events or developments, (xii) items
related to amortization of acquired intangible assets; (xiii) items that are outside the scope of
the Company’s core, on-going business activities; or (xiv) items relating to any other unusual or
nonrecurring events or changes in applicable laws, accounting principles or business conditions.
For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be
made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.



2.27 “Performance Goals” means, for a Performance Period, the goals established in
writing by the Committee for the Performance Period based upon the Performance Criteria. Depending
on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be
expressed in terms of overall Company performance or the performance of a division, business unit,
platform or an individual. The achievement of each Performance Goal shall be determined in
accordance with Applicable Accounting Standards.



2.28 “Performance Period” means the one or more periods of time, which may be of
varying and overlapping durations, as the Committee may select, over which the attainment of one or
more Performance Goals will be measured for the purpose of determining a Participant’s right to,
and the payment of, a Performance-Based Award.



2.29 “Plan” means this Hubbell Incorporated 2005 Incentive Award Plan (As Amended and
Restated), as it may be amended from time to time.



2.30 “Qualified Performance-Based Compensation” means any compensation that is
intended to qualify as “qualified performance-based compensation” as described in
Section 162(m)(4)(C) of the Code.



2.31 “Restricted Stock” means Stock awarded to a Participant pursuant to Article 6
that is subject to certain restrictions and may be subject to risk of forfeiture.



2.32 “Restricted Stock Units” shall mean the right to receive Stock awarded under
Section 8.4.



2.33 “Securities Act” shall mean the Securities Act of 1933, as amended.



2.34 “Stock” means the Class B Common Stock of the Company, par value $0.01 per share,
and such other securities of the Company that may be substituted for Stock pursuant to Article 10.



2.35 “Stock Appreciation Right” or “SAR” means a right granted pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value of a specified number
of shares of Stock on the date the SAR is exercised over the Fair Market Value on the date the SAR
was granted as set forth in the applicable Award Agreement.



2.36 “Stock Payment” shall mean (a) a payment in the form of Stock, or (b) an option
or other right to purchase Stock, as part of a short-term incentive award, deferred compensation or
other arrangement, awarded under Section 8.3.



2.37 “Subsidiary” means any “subsidiary corporation” as defined in Section 424(f) of
the Code and any applicable regulations promulgated thereunder or any other entity of which a
majority of the outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company.



ARTICLE 3




Shares Subject to the Plan




3.1 Number of Shares.



(a) Subject to Article 10 and Section 3.1(b), the aggregate number of shares of Stock which
may be granted as Awards under the Plan shall be 6,875,000 shares. The maximum number of shares of
Stock that may be delivered upon exercise of Incentive Stock Options shall be 5,875,000 shares.



(b) Of the shares of Stock reserved for grant under Section 3.1(a) of this Plan no more than
2,644,961 shares of Stock may be granted in the form of Full Value Awards.



(c) To the extent that an Award terminates, expires, or lapses for any reason, or an Award is
settled in cash without the delivery of shares to the Participant, then any shares of Stock subject
to the Award shall again be available for the grant of an Award pursuant to the Plan. Any Shares
tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant
to any Award shall be counted against the number of Shares available under the Plan and shall not
be available for future grants of Awards. For purposes of number of Shares available under
Section 3.1(a), Shares subject to Stock Appreciation Rights shall be counted as one share delivered
for each Stock Appreciation Right awarded, regardless of the number of Shares actually delivered
upon exercise of the Stock Appreciation Right. To the extent permitted by applicable law or any
exchange rule, shares of Stock issued in assumption of, or in substitution for, any outstanding
awards of any entity acquired in any form of combination by the Company or any Subsidiary shall not
be counted against shares of Stock available for grant pursuant to the Plan. The payment of
Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted
against the shares available for issuance under the Plan. Notwithstanding the provisions of this
Section 3.1(c), no shares of Stock may again be optioned, granted or awarded if such action would
cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422
of the Code.



3.2 Stock Distributed.  Any Stock distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Stock, including Stock repurchased by the Company, or
Stock purchased on the open market.



3.3 Limitation on Number of Shares Subject to Awards.  Notwithstanding any provision
in the Plan to the contrary, and subject to Article 10, Awards granted any Employee shall be
subject to the following limitations all applied on an individual and not an aggregate basis by
type of Award:



(a) The maximum number of shares of Stock that may be granted pursuant to an Option to any one
Participant in any fiscal year of the Company shall not exceed 500,000 shares of Stock;



(b) The maximum number of shares of Stock that may be granted subject to a Stock Appreciation
Right to any one Participant in any fiscal year of the Company shall not exceed 500,000 shares of
Stock;



(c) The maximum number of shares of Stock that may be granted in the form of Restricted Stock,
Restricted Stock Units, Stock Payments, or Performance-Based Awards in any fiscal year of the
Company shall not exceed 250,000 shares of Stock (with such limit applying to each such form of
Award on an individual and not an aggregate basis); and



(d) No Award granted in any fiscal year of the Company that provides for payment in cash shall
exceed $2,000,000.



ARTICLE 4




Eligibility and Participation




4.1 Eligibility.  Each Eligible Individual shall be eligible to be granted one or more
Awards pursuant to the Plan.



4.2 Participation.  Subject to the provisions of the Plan, the Committee may, from
time to time, select from among all Eligible Individuals, those to whom Awards shall be granted and
shall determine the nature and amount of each Award. No Eligible Individual shall have any right to
be granted an Award pursuant to this Plan.



4.3 Foreign Participants.  In order to assure the viability of Awards granted to
Participants employed in countries other than the United States, the Committee may provide for such
special terms as it may consider necessary or appropriate to accommodate differences in local law,
tax policy, or custom. Moreover, the Committee may approve such supplements to, or amendments,
restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for
such purposes without thereby affecting the terms of the Plan as in effect for any other purpose;
provided, however, that no such supplements, amendments, restatements, or alternative versions
shall increase the share limitations contained in Sections 3.1, 3.2 and 3.3 of the Plan.



ARTICLE 5




Stock Options




5.1 General.  The Committee is authorized to grant Options to Participants on the
following terms and conditions:



(a) Exercise Price.  The exercise price per share of Stock subject to an Option shall
be determined by the Committee and set forth in the Award Agreement; provided that the exercise
price for any Option shall not be less than 100% of the Fair Market Value of a share of Stock, on
the date of grant.



(b) Time and Conditions of Exercise.  The Committee shall determine the time or times
at which an Option may be exercised in whole or in part; provided that the term of any Option
granted under the Plan shall not exceed ten years. The Committee shall also determine the
performance or other conditions, if any, that must be satisfied before all or part of an Option may
be exercised.



(c) Payment.  The Committee shall determine the methods by which the exercise price of
an Option may be paid, the form of payment, including, without limitation any one or a combination
of the following: (i) cash, (including check, bank draft or money order) (ii) shares of either
class of the Company’s common stock held for such period of time as may be required by the
Committee in order to avoid adverse accounting consequences and having a Fair Market Value on the
date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof,
or (iii) by delivery of irrevocable instructions to a broker to sell the Stock otherwise
deliverable upon exercise of the Option and to deliver to the Company an amount equal to the
aggregate exercise price. The Committee shall also determine the methods by which shares of Stock
shall be delivered or deemed to be delivered to Participants.



(d) Evidence of Grant.  All Options shall be evidenced by a written Award Agreement
between the Company and the Participant. The Award Agreement shall include such additional
provisions as may be specified by the Committee.



5.2 Incentive Stock Options.  The terms of any Incentive Stock Options granted
pursuant to the Plan must comply with the conditions and limitations contained in Section 12.2 and
this Section 5.2.



(a) Eligibility.  Incentive Stock Options may be granted only to Employees of the
Company or any “subsidiary corporation” thereof (within the meaning of Section 424(f) of the Code
and the applicable regulations promulgated thereunder).



(b) Exercise Price.  The exercise price per share of Stock shall be set by the
Committee; provided that subject to Section 5.2(d) the exercise price for any Incentive Stock
Option shall not be less than 100% of the Fair Market Value on the date of grant.



(c) Individual Dollar Limitation.  The aggregate Fair Market Value (determined as of
the time the Option is granted) of all shares of Stock with respect to which Incentive Stock
Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such
other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the
extent that Incentive Stock Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Stock Options.



(d) Ten Percent Owners.  An Incentive Stock Option shall be granted to any individual
who, at the date of grant, owns stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company only if such Option is granted at a price that is not
less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.



(e) Notice of Disposition.  The Participant shall give the Company prompt notice of
any disposition of shares of Stock acquired by exercise of an Incentive Stock Option within (i) two
years from the date of grant of such Incentive Stock Option or (ii) one year after the transfer of
such shares of Stock to the Participant.



(f) Right to Exercise.  During a Participant’s lifetime, an Incentive Stock Option may
be exercised only by the Participant.



5.3 Substitution of Stock Appreciation Rights.  The Committee may provide in the Award
Agreement evidencing the grant of an Option that the Committee, in its sole discretion, shall have
to right to substitute a Stock Appreciation Right for such Option at any time prior to or upon
exercise of such Option, subject to the provisions of Section 7.2 hereof; provided that such Stock
Appreciation Right shall be exercisable with respect to the same number of shares of Stock for
which such substituted Option would have been exercisable.



5.4 Paperless Exercise.  In the event that the Company establishes, for itself or
using the services of a third party, an automated system for the exercise of Options, such as a
system using an internet website or interactive voice response, then the paperless exercise of
Options by a Participant may be permitted through the use of such an automated system.



ARTICLE 6




Restricted Stock Awards




6.1 Grant of Restricted Stock.  The Committee is authorized to make Awards of
Restricted Stock to any Participant selected by the Committee in such amounts and subject to such
terms and conditions as determined by the Committee. All Awards of Restricted Stock shall be
evidenced by a written Restricted Stock Award Agreement.



6.2 Issuance and Restrictions.  Restricted Stock shall be subject to such restrictions
on transferability and other restrictions as the Committee may impose (including, without
limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on
the Restricted Stock). These restrictions may lapse separately or in combination at such times,
pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at
the time of the grant of the Award or thereafter.



6.3 Forfeiture.  Except as otherwise determined by the Committee at the time of the
grant of the Award or thereafter, upon termination of employment or service during the applicable
restriction period, Restricted Stock that is at that time subject to restrictions shall be
forfeited; provided, however, that, the Committee may (a) provide in any Restricted Stock Award
Agreement that restrictions or forfeiture conditions relating to Restricted Stock will be waived in
whole or in part in the event of terminations resulting from specified causes, and (b) in other
cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.



6.4 Certificates for Restricted Stock.  Restricted Stock granted pursuant to the Plan
may be evidenced in such manner as the Committee shall determine. If certificates representing
shares of Restricted Stock are registered in the name of the Participant, certificates must bear an
appropriate legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.



ARTICLE 7




Stock Appreciation Rights




7.1 Grant of Stock Appreciation Rights.



(a) A Stock Appreciation Right may be granted to any Participant selected by the Committee. A
Stock Appreciation Right shall be subject to such terms and conditions not inconsistent with the
Plan as the Committee shall impose and shall be evidenced by an Award Agreement.



(b) A Stock Appreciation Right shall entitle the Participant (or other person entitled to
exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion
of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to
receive from the Company an amount determined by multiplying the difference obtained by subtracting
the exercise price per share of the Stock Appreciation Right from the Fair Market Value of a share
of Stock on the date of exercise of the Stock Appreciation Right by the number of shares of Stock
with respect to which the Stock Appreciation Right shall have been exercised, subject to any
limitations the Committee may impose.



7.2 Payment and Limitations on Exercise.



(a) Payment of the amounts determined under Section 7.1(b) above shall be in cash, in Stock
(based on its Fair Market Value as of the date the Stock Appreciation Right is exercised) or a
combination of both, as determined by the Committee in the Award Agreement. To the extent payment
for a Stock Appreciation Right is to be made in cash, the Award Agreement shall specify the date of
payment which may be different than the date of exercise of the Stock Appreciation Right, to the
extent necessary to comply with the requirements to Section 409A of the Code, as applicable. If the
date of payment for a Stock Appreciation Right is later than the date of exercise, the Award
Agreement may specify that the Participant be entitled to earnings on such amount until paid.



(b) To the extent any payment under Section 7.1(b) is effected in Stock it shall be made
subject to satisfaction of all provisions of Article 5 above pertaining to Options.



ARTICLE 8




Performance-Based Awards, Dividend Equivalents, Stock Payments, Restricted

Stock Units




8.1 Performance-Based Awards 



(a) Any Participant selected by the Committee may be granted one or more Performance-Based
Awards which shall be denominated either in Stock units of value including the dollar value of
shares of Stock or cash and which may be linked to any one or more of the Performance Criteria or
other specific performance criteria determined appropriate by the Committee, in each case on a
specified date or dates or over any period or periods determined by the Committee. In making such
determinations, the Committee shall consider (among such other factors as it deems relevant in
light of the specific type of Award) the contributions, responsibilities and other compensation of
the particular Participant.



(b) Applicability to Covered Employees.  The designation of a Covered Employee as a
Participant for a Performance Period shall not in any manner entitle the Participant to receive an
Award for the period. Moreover, designation of a Covered Employee as a Participant for a particular
Performance Period shall not require designation of such Covered Employee as a Participant in any
subsequent Performance Period and designation of one Covered Employee as a Participant shall not
require designation of any other Covered Employees as a Participant in such period or in any other
period.



(c) Procedures with Respect to Performance-Based Awards.  To the extent necessary to
comply with the Qualified Performance-Based Compensation requirements of Section 162(m)(4)(C) of
the Code, with respect to any Award granted under this Article 8 which may be granted to one or
more Covered Employees, no later than ninety (90) days following the commencement of any fiscal
year in question or any other designated fiscal period or period of service (or such other time as
may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing,
(i) designate one or more Covered Employees, (ii) select the Performance Criteria applicable to the
Performance Period, (iii) establish the Performance Goals, and amounts of such Awards, as
applicable, which may be earned for such Performance Period, and (iv) specify the relationship
between Performance Criteria and the Performance Goals and the amounts of such Awards, as
applicable, to be earned by each Covered Employee for such Performance Period. Following the
completion of each Performance Period, the Committee shall certify in writing whether the
applicable Performance Goals have been achieved for such Performance Period. In determining the
amount earned by a Covered Employee, the Committee shall have the right to reduce or eliminate (but
not to increase) the amount payable at a given level of performance to take into account additional
factors that the Committee may deem relevant to the assessment of individual or corporate
performance for the Performance Period.



(d) Payment of Performance-Based Awards.  Unless otherwise provided in the applicable
Award Agreement, a Participant must be employed by the Company or a Subsidiary on the day a
Performance-Based Award for such Performance Period is paid to the Participant. Furthermore, a
Participant shall be eligible to receive payment pursuant to a Performance-Based Award for a
Performance Period only if the Performance Goals for such period are achieved.



(e) Additional Limitations.  Notwithstanding any other provision of the Plan, any
Award which is granted to a Covered Employee and is intended to constitute Qualified
Performance-Based Compensation shall be subject to any additional limitations set forth in
Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any
regulations or rulings issued thereunder that are requirements for qualification as qualified
performance-based compensation as described in Section 162(m)(4)(C) of the Code, and the Plan shall
be deemed amended to the extent necessary to conform to such requirements.



8.2 Dividend Equivalents.  Dividend Equivalents may be granted by the Committee based
on dividends declared on the Stock, to be credited as of dividend payment dates during the period
between the date an Award is granted to a Participant and the date such Award vests, is exercised,
is distributed or expires, as determined by the Committee. Such Dividend Equivalents shall be
converted to cash or additional shares of Stock by such formula and at such time and subject to
such limitations as may be determined by the Committee. In addition, Dividend Equivalents with
respect to an Award with performance-based vesting that are based on dividends paid prior to the
vesting of such Award shall only be paid out to the Participant to the extent that the
performance-based vesting conditions are subsequently satisfied and the Award vests.
Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or
Stock Appreciation Rights.



8.3 Stock Payments.  The Committee is authorized to make Stock Payments to any
Eligible Individual. The number or value of shares of any Stock Payment shall be determined by the
Committee and may be based upon one or more Performance Criteria or any other specific criteria,
including service to the Company or any Subsidiary, determined by the Committee. Shares of Stock
underlying a Stock Payment which is subject to a vesting schedule or other conditions or criteria
set by the Committee will not be issued until those conditions have been satisfied. Unless
otherwise provided by the Committee, a Participant granted a Stock Payment shall have no rights as
a Company shareholder with respect to such Stock Payment until such time as the Stock Payment has
vested and the Stock underlying the Award have been issued to the Participant. Stock Payments may,
but are not required to be made in lieu of base salary, short-term incentive awards, fees or other
cash compensation otherwise payable to such Eligible Individual.



8.4 Restricted Stock Units.  The Committee is authorized to grant Restricted Stock
Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units
shall be determined by the Committee. The Committee shall specify the date or dates on which the
Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such
conditions to vesting as it deems appropriate, including conditions based on one or more
Performance Criteria or other specific criteria, including service to the Company or any
Subsidiary, in each case on a specified date or dates or over any period or periods, as determined
by the Committee. The Committee shall specify, or permit the Participant to elect, the conditions
and dates upon which the Stock underlying the Restricted Stock Units shall be issued, which dates
shall not be earlier than the date as of which the Restricted Stock Units vest and become
nonforfeitable and which conditions and dates shall be subject to compliance with Section 409A of
the Code. Restricted Stock Units may be paid in cash, Stock, or both, as determined by the
Committee. On the distribution dates, the Company shall issue to the Participant one unrestricted,
fully transferable share of Stock (or the Fair Market Value of one such share in cash) for each
vested and nonforfeitable Restricted Stock Unit.



8.5 Term.  The term of a Performance Award, Dividend Equivalent award, Stock Payment
award and/or Restricted Stock Unit award shall be set by the Committee in its sole discretion.



8.6 Exercise or Purchase Price.  The Committee may establish the exercise or purchase
price of a Performance Award, shares distributed as a Stock Payment award or shares distributed
pursuant to a Restricted Stock Unit award; provided, however, that value of the consideration shall
not be less than the par value of a share of Stock, unless otherwise permitted by applicable law.



ARTICLE 9




Provisions Applicable to Awards




9.1 Stand-Alone and Tandem Awards.  Awards granted pursuant to the Plan may, in the
discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other
Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards
may be granted either at the same time as or at a different time from the grant of such other
Awards.



9.2 Award Agreement.  Awards under the Plan shall be evidenced by Award Agreements
that set forth the terms, conditions and limitations for each Award which may include the term of
an Award, the provisions applicable in the event the Participant’s employment or service
terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend,
cancel or rescind an Award.



9.3 Limits on Transfer.  No right or interest of a Participant in any Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any
other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee,
no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by
will or the laws of descent and distribution. The Committee by express provision in the Award or an
amendment thereto may permit an Award (other than an Incentive Stock Option) to be transferred to,
exercised by and paid to certain persons or entities related to the Participant, including but not
limited to members of the Participant’s family, charitable institutions, or trusts or other
entities whose beneficiaries or beneficial owners are members of the Participant’s family and/or
charitable institutions, or to such other persons or entities as may be expressly approved by the
Committee, pursuant to such conditions and procedures as the Committee may establish subject to the
following terms and conditions: (i) an Award transferred to a transferee shall not be assignable or
transferable by the permitted transferee other than by will or the laws of descent and
distribution; (ii) an Award transferred to a permitted transferee shall continue to be subject to
all the terms and conditions of the Award as applicable to the original Participant (other than the
ability to further transfer the Award); and (iii) the Participant and the permitted transferee
shall execute any and all documents requested by the Committee, including, without limitation
documents to (A) confirm the status of the transferee as a permitted transferee, (B) satisfy any
requirements for an exemption for the transfer under applicable federal, state and foreign
securities laws and (C) evidence the transfer.



9.4 Beneficiaries.  Notwithstanding Section 9.3, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the Committee. If the Participant is
married and resides in a community property state, a designation of a person other than the
Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s
interest in the Award shall not be effective without the prior written consent of the Participant’s
spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to
the person entitled thereto pursuant to the Participant’s will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the Committee.



9.5 Stock Certificates; Book Entry Procedures.



(a) Notwithstanding anything herein to the contrary, the Company shall not be required to
issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award,
unless and until the Board has determined, with advice of counsel, that the issuance and delivery
of such certificates is in compliance with all applicable laws, regulations of governmental
authorities and, if applicable, the requirements of any exchange on which the shares of Stock are
listed or traded. All Stock certificates delivered pursuant to the Plan are subject to any
stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply
with federal, state, or foreign jurisdiction, securities or other laws, rules and regulations and
the rules of any national securities exchange or automated quotation system on which the Stock is
listed, quoted, or traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the
Board may require that a Participant make such reasonable covenants, agreements, and
representations as the Board, in its discretion, deems advisable in order to comply with any such
laws, regulations, or requirements. The Committee shall have the right to require any Participant
to comply with any timing or other restrictions with respect to the settlement or exercise of any
Award, including a window-period limitation, as may be imposed in the discretion of the Committee.



(b) Notwithstanding any other provision of the Plan, unless otherwise determined by the
Committee or required by any applicable law, rule or regulation, the Company shall not deliver to
any Participant certificates evidencing shares of Stock issued in connection with any Award and
instead such shares of Stock shall be recorded in the books of the Company (or, as applicable, its
transfer agent or stock plan administrator).



ARTICLE 10




Changes in Capital Structure




10.1 Adjustments.



(a) In the event of any stock dividend, stock split, combination or exchange of shares,
merger, consolidation, spin-off, recapitalization, distribution of Company assets to shareholders
(other than normal cash dividends), or any other corporate event affecting the Stock or the share
price of the Stock, the Committee shall make such proportionate and equitable adjustments to
reflect such changes with respect to (i) the aggregate number and type of shares that may be issued
under the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and
3.3); (ii) the terms and conditions of any outstanding Awards (including, without limitation, any
applicable performance targets or criteria with respect thereto); and (iii) the grant or exercise
price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award
intended as Qualified Performance-Based Compensation shall be made consistent with the requirements
of Section 162(m) of the Code.



(b) In the event of any transaction or event described in Section 10.1(a) or any unusual or
nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the
financial statements of the Company or any affiliate (including without limitation any Change in
Control), or of changes in applicable laws, regulations or accounting principles, and whenever the
Committee determines that action is appropriate in order to prevent the dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan or with respect to
any Award under the Plan, to facilitate such transactions or events or to give effect to such
changes in laws, regulations or principles, the Committee, in its sole discretion and on such terms
and conditions as it deems appropriate, either by amendment of the terms of any outstanding Awards
or by action taken prior to the occurrence of such transaction or event and either automatically or
upon the Participant’s request, is hereby authorized to take any one or more of the following
actions:




(i) To provide for either:




(A) the termination, by the surrender of any such Award in exchange for an amount of cash
and/or other property, if any, equal to the amount by which the fair market value of the Stock
which the Award represents exceeds the Award exercise price for all or part of the shares of
Stock which are related to such Award and that would have been attained upon the exercise of
such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as
of such date the Committee determines in good faith that no amount would have been attained
upon the exercise of such Award or realization of the Participant’s rights, then such Award may
be terminated by the Company without payment); or




(B) The replacement of such Award with other rights or property selected by the Committee
in its sole discretion; and




(ii) To provide that such Award be assumed by the successor or survivor corporation, or a
parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards
covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and prices.



10.2 Acceleration Upon a Change in Control.



(a) Notwithstanding the provisions of Section 10.1, Awards shall become fully exercisable and
all forfeiture restrictions on such Awards shall lapse upon a Change in Control. Upon, or in
anticipation of, a Change in Control, the Committee may give each Participant the right to exercise
such Awards during a period of time as the Committee, in its sole and absolute discretion, shall
determine.



Additionally, each Participant who is an Officer, or any other Participant in the discretion
of the Committee may surrender any Award during the 30-day period following a Change in Control and
receive in cash in lieu of exercising any Award the amount by which the fair market value of the
Stock exceeds the exercise price for all or part of the shares of Stock subject to such Award. For
this purpose, the fair market value of the Stock shall be deemed to be the closing price of one
share of the Company’s Stock on the New York Stock Exchange on that day, or within the 60 days
preceding the date on which the Change in 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 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 Nasdaq or
similar organization if the Nasdaq 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.



10.3 No Other Rights.  Except as expressly provided in the Plan, no Participant shall
have any rights by reason of any subdivision or consolidation of shares of stock of any class, the
payment of any dividend, any increase or decrease in the number of shares of stock of any class or
any dissolution, liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no
issuance by the Company of shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect
to, the number of shares of Stock subject to an Award or the grant or exercise price of any Award.



ARTICLE 11




Administration




11.1 Committee.  The Plan shall be administered by the Compensation Committee (the
“Committee”) consisting solely of at least two or more members of the Board who are each
Non-Employee Directors and “outside directors,” within the meaning of Section 162(m) of the Code.



11.2 Action by the Committee.  A majority of the Committee shall constitute a quorum.
The acts of a majority of the members present at any meeting at which a quorum is present, and acts
approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts
of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any
report or other information furnished to that member by any Officer or other Employee of the
Company or any Subsidiary, the Company’s independent registered public accountants, or any
executive compensation consultant or other professional retained by the Company to assist in 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.



11.3 Authority of Committee.  Subject to any specific designation in the Plan, the
Committee has the exclusive power, authority and discretion to:



(a) Designate Participants to receive Awards;



(b) Determine the type or types of Awards to be granted to each Participant;



(c) Determine the number of Awards to be granted and the number of shares of Stock to which an
Award will relate;



(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including,
but not limited to, the exercise price, grant price, or purchase price, any restrictions or
limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, any provisions related to
non-competition and recapture of an Award, based in each case on such considerations as the
Committee in its sole discretion determines; provided, however, that the Committee shall not have
the authority to accelerate the vesting or waive the forfeiture of any Performance-Based Awards;



(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other
property, or an Award may be canceled, forfeited, or surrendered;



(f) Prescribe the form of each Award Agreement, which need not be identical for each
Participant;



(g) Decide all other matters that must be determined in connection with an Award;



(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or
advisable to administer the Plan;



(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement; and



(j) Make all other decisions and determinations that may be required pursuant to the Plan or
as the Committee deems necessary or advisable to administer the Plan.



11.4 Decisions Binding.  The Committee’s interpretation of the Plan, any Awards
granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the
Committee with respect to the Plan are final, binding, and conclusive on all parties.



ARTICLE 12




Effective and Expiration Date




12.1 Effective Date.  The Plan was originally effective on May 2, 2005, the date the
Plan was initially approved by the Company’s shareholders (the “Original Effective Date”). This
amendment and restatement of the Plan shall be effective on the date it is approved by the
Company’s shareholders, (the “Restatement Effective Date”). The Plan will be deemed to be approved
by the shareholders if it receives the affirmative vote of a majority of the votes cast at a
meeting duly held in accordance with the applicable provisions of the Company’s By-laws.



12.2 Expiration Date.  The Plan will expire on, and no Incentive Stock Option or other
Award may be granted pursuant to the Plan after, the tenth anniversary of the Restatement Effective
Date. Any Awards that are outstanding on the tenth anniversary of the Restatement Effective Date
shall remain in force according to the terms of the Plan and the applicable Award Agreement.



ARTICLE 13




Amendment, Modification, and Termination




13.1 Amendment, Modification, and Termination.  With the approval of the Board, at any
time and from time to time, the Committee may terminate, amend or modify the Plan; provided,
however, that (a) to the extent necessary and desirable to comply with any applicable law,
regulation, or stock exchange rule, the Company shall obtain shareholder approval of any Plan
amendment in such a manner and to such a degree as required, and (b) shareholder approval is
required for any amendment to the Plan that (i) increases the number of shares available under the
Plan (other than any adjustment as provided by Article 10), (ii) permits the Committee to grant
Options or Stock Appreciation Rights with an exercise or base price that is below Fair Market Value
on the date of grant, (iii) permits the Committee to extend the exercise period for an Option or
Stock Appreciation Right beyond ten years from the date of grant, or (iv) results in a material
increase in benefits or a change in eligibility requirements. Notwithstanding any provision in this
Plan to the contrary, absent approval of the shareholder of the Company, no Option or Stock
Appreciation Right may be amended to reduce the per share exercise or base price of the shares
subject to such Option or Stock Appreciation Right below the per share exercise or base price as of
the date the Option or Stock Appreciation Right is granted and, except as permitted by Article 10,
no Option or Stock Appreciation Right may be granted in exchange for, or in connection with, the
cancellation or surrender of an Option or Stock Appreciation Right having a higher per share
exercise or base price.



13.2 Awards Previously Granted.  No termination, amendment, or modification of the
Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan
without the prior written consent of the Participant.



ARTICLE 14




General Provisions




14.1 Absence from Work.  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 Disability for the purpose of this Plan shall be determined by the
Committee, which determination shall be final and conclusive.



14.2 No Rights to Awards.  No Eligible Individual or other person shall have any claim
to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is
obligated to treat Eligible Individuals, Participants or any other persons uniformly.



14.3 No Shareholder Rights.  Except as otherwise provided herein, a Participant shall
have none of the rights of a shareholder with respect to shares of Stock covered by any Award until
the Participant becomes the record owner of such shares of Stock.



14.4 Withholding.  The Company or any Subsidiary shall have the authority and the
right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy federal, state, local and foreign taxes (including the Participant’s FICA obligation)
required by law to be withheld with respect to any taxable event concerning a Participant arising
as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing
requirement allow a Participant to elect to have the Company withhold shares of Stock otherwise
issuable under an Award (or allow the return of shares of Stock) having a Fair Market Value equal
to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of
shares of Stock which may be withheld with respect to the issuance, vesting, exercise or payment of
any Award (or which may be repurchased from the Participant of such Award within six months (or
such other period as may be determined by the Committee) after such shares of Stock were acquired
by the Participant from the Company) in order to satisfy the Participant’s federal, state, local
and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or
payment of the Award shall be limited to the number of shares which have a Fair Market Value on the
date of withholding or repurchase equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal, state, local and foreign income tax and payroll
tax purposes that are applicable to such supplemental taxable income.



14.5 No Right to Employment or Services.  Nothing in the Plan or any Award Agreement
shall 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 any right to
continue in the employ or service of the Company or any Subsidiary.



14.6 Unfunded Status of Awards.  The Plan is intended to be an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a Participant pursuant to an
Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights
that are greater than those of a general creditor of the Company or any Subsidiary.



14.7 Indemnification.  To the extent allowable pursuant to applicable law, each member
of the Committee or of the Board shall be indemnified and held harmless by the Company from any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure to act pursuant to
the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in
such action, suit, or proceeding against him or her; provided he or she gives the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled pursuant to
the Company’s Certificate of Incorporation or By-Laws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.



14.8 Relationship to other Benefits.  No payment pursuant to the Plan shall be taken
into account in determining any benefits pursuant to any pension, retirement, savings, profit
sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to
the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.



14.9 Expenses.  The expenses of administering the Plan shall be borne by the Company
and its Subsidiaries.



14.10 Titles and Headings.  The titles and headings of the Sections in the Plan are
for convenience of reference only and, in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.



14.11 Fractional Shares.  No fractional shares of Stock shall be issued and the
Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional
shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.



14.12 Limitations Applicable to Section 16 Persons.  Notwithstanding any other
provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then
subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.
To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall
be deemed amended to the extent necessary to conform to such applicable exemptive rule.



14.13 Government and Other Regulations.  The obligation of the Company to make payment
of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations,
and to such approvals by government agencies as may be required. The Company shall be under no
obligation to register pursuant to the Securities Act, any of the shares of Stock paid pursuant to
the Plan. If the shares paid pursuant to the Plan may in certain circumstances be exempt from
registration pursuant to the Securities Act, the Company may restrict the transfer of such shares
in such manner as it deems advisable to ensure the availability of any such exemption.



14.14 Governing Law.  The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the State of Connecticut.