exv10w39






Exhibit 10.39




FORM OF RESTRICTED STOCK AGREEMENT

PURSUANT TO THOMAS & BETTS CORPORATION 2008 STOCK INCENTIVE

PLAN




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



     WHEREAS, the Corporation has adopted with the approval of its stockholders 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



     WHEREAS, the Administrator of the Plan has awarded Restricted Stock to the Employee;



     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 Employee, intending to be legally bound, hereby agree as
follows:



     1. Grant of Restricted Stock. Subject to the terms and conditions hereinafter set
forth, the Corporation hereby grants to Employee a total of <<Grant>> shares of
Restricted Stock. The shares of Restricted Stock awarded pursuant to this Agreement are (a)
evidenced by a certificate or certificates registered in Employee’s name, or (b) recorded in
book-entry with the Corporation’s share transfer agent in the name of the Employee.



     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. Capitalized terms not defined in this Agreement shall have the meaning given such terms
in the Plan.



     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 three years, commencing on the Grant Date (“Restriction Period”).



     During the Restricted Period, certificates evidencing the Restricted Stock shall bear (or, if
book-entry is made, the transfer agent’s records shall reflect) the following legend:




“These shares have been issued pursuant to the Thomas & Betts Corporation (“Corporation”)
2008 Stock Incentive 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.”



     The restrictions set forth in this Paragraph 3 shall lapse on the business day immediately
following the last day of the Restriction Period if the Employee is employed by the Corporation or
a Related Corporation during the entire Restriction Period. If, before the Employee’s Termination
of



 









 







Service and before the end of the Restriction Period, (a) the Employee dies, (b) there is a
Change in Control, or (c) the Administrator, in its sole discretion, determines that the Employee
has incurred a permanent disability, the restrictions set forth in this Paragraph 3 shall lapse on
the date of such death, Change in Control or determination (as applicable).



     4. Deposit of Restricted Stock. In order to induce the Corporation to issue to the
Employee the Restricted Stock, the Employee consents to the deposit with the Secretary of the
Corporation or such other person designated by the Administrator, the certificates evidencing the
Restricted Stock (if certificated), and shall provide 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 Paragraph 5 or until said Restricted Stock shall be released from
restrictions under the Plan and the Agreement.



     Employee 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
Administrator under the Plan as Escrow Agent for said shares during the Restricted Period. If
during the Restricted Period, the Employee’s Termination of Service occurs, and the Restricted
Stock is forfeited in accordance with Paragraph 5, Employee authorizes the Escrow Agent to cause
such certificate or certificates (or book entry) to be canceled on the stock record books of the
Corporation. Employee 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, Employee 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. If the Employee incurs a Termination of Service
for any reason other than death or permanent disability (as determined by the Administrator in its
sole discretion) before the shares of Restricted Stock have been released from the restrictions on
transfer as set forth in Paragraph 3, such Restricted Stock shall be forfeited to the Corporation
on the date of such Termination of Service, unless the Committee shall determine that such
forfeiture would not be in the best interest of the Corporation.



     6. Section 83(b) Election. The Employee has reviewed with the Employee’s tax advisors
the tax consequences of this Restricted Stock grant, including the consequences of filing an
election under Section 83(b) of the Internal Revenue Code to be taxed on the grant at the Grant
Date (rather than when the shares are released from the restrictions on transfer). The Employee
acknowledges that it is the Employee’s sole responsibility, and not the Corporation’s, to file any
election under Section 83(b) with the IRS no later than ten days after the Grant Date. The
Employee shall provide a copy of any such election to the Corporation within the 10-day period.



     7. Withholding of Taxes. The obligation to deliver shares of Common Stock upon
release from the restrictions on transfer (as set forth in Paragraph 3) shall be subject to
applicable



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federal, state and local tax withholding requirements. If the Employee has or will make an
election under Section 83(b) of the Code, the obligation to register certificate(s) (or make
book-entry record) in the Employee’s name shall be subject to applicable federal, state and local
tax withholding requirements. The Employee, subject to such withholding rules as shall be adopted
by the Administrator, may elect to have Common Stock withheld to satisfy the minimum federal, state
and local tax withholding requirements.



     8. 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 Employee shall, to the
extent not already deposited with the Escrow Agent, deliver to the Escrow Agent the following: the
certificate or certificates representing the Restricted Stock (if certificated) 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 Employee and of his compliance with this Agreement as may be reasonably required by the
Corporation or by its counsel.



     9. Employment of Employee. Nothing in this Agreement shall be construed as
constituting a commitment, guarantee, agreement, or understanding of any kind or nature that the
Corporation shall continue to employ the Employee, nor shall this Agreement affect in any way the
right of the Corporation to terminate the employment of the Employee at any time.



     10. Stock Distributions. Any shares of Common Stock or other securities of the
Corporation received by the Employee as a stock dividend, or in connection with a stock split or
combination, share exchange, or other recapitalization 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 (or book-entry record) as the shares of Restricted Stock and, if
certificated, shall be delivered to the Escrow Agent to be held under the same terms and conditions
as the Restricted Stock.



     11. Non-Alienation. No Restricted Stock shall be subject to anticipation, 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.



     12. Rights of Stockholder. Subject to the terms and provisions of the Tennessee
Business Corporation Act and of this Agreement, the Employee 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.



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



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     14. 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.



     15. Modifications. No change or modification of this Agreement shall be valid unless
it is written (or electronic) and, except as otherwise provided in the Plan, signed by the parties
hereto.



     16. 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.



     17. 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.



     18. 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 Employee, to
his address as reflected in the stock records of the Corporation.



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



     20. 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 Employee have executed this Agreement.




	 	 	 	 	 	 	 
	ATTEST:

	 	 	 	THOMAS & BETTS CORPORATION	 	 
	 
	 	 	 	 	 	 
	  

Vice
President-General Counsel and Secretary

	 	 	 	By:  

President
and Chief Executive Officer

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Date:                                     , 20     	 	 
	 
	 	 	 	 	 	 
	WITNESS:

	 	 	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 

<<First Name>><<Name>>
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Date:                                     , 20     	 	 







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