exv10w42





Exhibit 10.42

FORM OF NONQUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THOMAS & BETTS CORPORATION

2008 STOCK INCENTIVE PLAN




     A NONQUALIFIED STOCK OPTION is hereby granted, as of the date of grant set forth in the
attached Notice of Grant of Stock Option (the “Date of Grant”), to the nonemployee director
identified in the attached Notice of Grant of Stock Option (the “Optionee”) to purchase the number
of shares of Common Stock, par value $.10 per share, of Thomas & Betts Corporation, a Tennessee
corporation (the “Corporation”), set forth in the Notice of Grant of Stock Option. Such Option is
in all respects subject to the terms, definitions and provisions of the Thomas & Betts Corporation
2008 Stock Incentive Plan, as attached to the 2008 Proxy Statement, and as amended from time to
time thereafter (the “Plan”) and which is incorporated herein by reference.


1. Exercise Price. The exercise price for each share is set forth in the attached Notice
of Grant of Stock Option (being one hundred percent (100%) of the Fair Market Value of the Common
Stock, as determined by the Committee, on the date of grant of this Option).



2. Exercise of Option. This Option shall be exercisable in accordance with provisions of
Section 6 of the Plan as follows:



(i) Schedule of Rights to Exercise. This Option shall become fully exercisable on the
business day before the first annual meeting of the Corporation’s shareholders which follows the
Date of Grant if the Optionee’s Termination of Service has not occurred before such business day.
This Option shall become fully exercisable on a Change in Control if the Optionee’s Termination of
Service has not occurred before the Change in Control. If the Optionee’s Termination of Service
occurs prior to the date on which this Option is scheduled to become exercisable, this Option shall
not become exercisable, except as otherwise provided in Paragraph 6, 7 or 8.



(ii) Method of Exercise. This Option may be exercised, to the extent that it is
exercisable, by the Optionee through a broker-facilitated transaction no later than the expiration
date of the Option (as determined under Paragraphs 4 through 9). This Option may not be exercised
for fewer than the lesser of 50 shares of Common Stock or the full number of shares for which this
Option is then exercisable.



(iii) Restrictions on Exercise. This Option may not be exercised if the issuance of the
shares upon such exercise would constitute a violation of any applicable federal or state
securities or other law or regulation. As a condition to the exercise of this Option, the
Corporation may require the person exercising this Option to make any representation and warranty
to the Corporation as may be required by any applicable law or regulation.



3. Non-transferability of Option. This Option may not be transferred by the Optionee other
than by will or by the laws of descent and distribution. During the lifetime of the Optionee, this
Option shall be exercisable only by the Optionee, or by a duly appointed legal representative.



4. Term of Option. This Option may not be exercised more than ten years from the Date of
Grant and may be exercised during such term only in accordance with the Plan and the terms of this
Agreement. As set forth in Section 15 of the Plan and Paragraphs 5 through 8, this Option may
terminate prior to the scheduled expiration date.




 









 







5. Termination of Service for a Reason Other Than Retirement, Disability or Death. If the
Optionee’s Termination of Service occurs for any reason other than Retirement, disability or death,
this Option may be exercised by the Optionee at any time on or before the earlier of (i) the last
day of the term of the Option under Paragraph 4, or (ii) ninety days after the date of such
Termination of Service. This Option may be exercised during this period by the Optionee to the
extent it has become exercisable under Paragraph 2 on the date of the Optionee’s Termination of
Service, and shall terminate on the date of the Optionee’s Termination of Service to the extent it
has not become exercisable under Paragraph 2 on the date of Termination of Service.



6. Retirement. If the Optionee’s Termination of Service occurs as a result of Retirement,
this Option may be exercised by the Optionee at any time on or before the last day of the term of
the Option under Paragraph 4. This Option may be exercised during this period with respect to all
shares covered by the Option even if the Optionee’s Termination of Service occurs before the Option
becomes exercisable under Paragraph 2.



7. Disability. If the Optionee becomes disabled (within the meaning of Code §22(e)(3)) and
the Optionee’s Termination of Service occurs as a result of the disability, this Option may be
exercised by the Optionee at any time on or before the last day of the term of the Option under
Paragraph 4. This Option may be exercised during this period with respect to all shares covered by
the Option even if the Optionee’s Termination of Service occurs before the Option becomes
exercisable under Paragraph 2. In the event of the Optionee’s legal disability, the Option may be
exercised by the Optionee’s legal representative.



8. Death. If the Optionee’s Termination of Service occurs as a result of death or the
Optionee dies before the end of the exercise period described in Paragraph 5, 6 or 7 (as
applicable), this Option may be exercised by the Optionee’s estate, personal representative, or
beneficiary who acquired the right to exercise the Option by bequest or inheritance or by reason of
the death of the Optionee. Such post-death exercise may occur at any time on or before the earlier
of (i) the last day of the term of the Option under Paragraph 4, or (ii) twelve months from the
date of the Optionee’s death. If the Optionee’s Termination of Service occurs as a result of
death, this Option may be exercised during this period with respect to all shares covered by the
Option even if the Optionee’s Termination of Service occurs before the Option becomes exercisable
under Paragraph 2. If the Optionee’s Termination of Service occurs for a reason other than death,
this Option may be exercised during this period to the extent it was exercisable on the date of the
Optionee’s death.



9. Quiet Period. If the last day on which the Optionee (or the Optionee’s legal
representative, estate, personal representative or beneficiary) may exercise the Option under
Paragraph 5 or 8 falls within a Quiet Period, the period during which the Option may be exercised
shall be extended until the earlier of (i) ninety days after the date the Quiet Period ends, or
(ii) the last day of the term of the Option under Paragraph 4.



10. Successors. The terms of this Option shall be binding upon the heirs, personal
representatives and successors of the Optionee and upon the Corporation and its successors and
assigns.



11. Governing Law. This Option 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. n n n n