exv10w40






Exhibit 10.40




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 employee 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”), 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 Administrator, 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. The Option shall become exercisable in three
installments in accordance with the following schedule and after the expiration of the following
periods of time:




	 	 	 	 	 
	 	 	Portion of	 	Period from which
	Installment	 	Option Grant	 	Option Granted
	 
	First

	 	One-third
	 	12 months
	Second

	 	One-third
	 	24 months
	Third

	 	One-third
	 	36 months





If the Optionee’s Termination of Service occurs prior to the date on which an installment is
scheduled to become exercisable, this Option shall not become exercisable with respect to such
installment(s), except as otherwise provided in Paragraph 6, 7 or 8.



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.



(ii) Method of Exercise. If the Optionee is not an executive officer, this Option, to the
extent that it is exercisable, may be exercised by logging onto www.etrade.com and following the
instructions on the web site no later than the expiration date of the Option (as determined under
Paragraphs 4 through 9). If the Optionee is an executive officer, 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 earlier of (i) the last
day of the term of the Option under Paragraph 4, or (ii) three years from the date of the
Optionee’s Retirement. This Option may be exercised during this period with respect to all shares
covered by the Option even if 36 months have not elapsed since the Date of Grant.



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 earlier of (i) the last day of the term of
the Option under Paragraph 4, or (ii) twenty four months from the date of the Optionee’s
Termination of Service. This Option may be exercised during this period with respect to all shares
covered by the Option even if 36 months have not elapsed since the Date of Grant. 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




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death, this Option may be exercised during this period with respect to all shares covered by the
Option even if 36 months have not elapsed since the Date of Grant. 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, 6, 7 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. Withholding of Taxes. The obligation of the Corporation to deliver shares of Common
Stock upon the exercise of the Option is subject to applicable federal, state and local tax
withholding requirements.



12. 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.



13. Termination Protection Agreement. Notwithstanding any provision of the Plan or any
other provision of this Agreement (including the Optionee Acknowledgment set forth in the Notice of
Grant of Stock Option) to the contrary, this Option shall be subject to the provisions of the
Termination Protection Agreement, if any, in effect between the Optionee and the Corporation.





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