CONTINUITY AGREEMENT



 






Exhibit 10cc





CONTINUITY AGREEMENT


     
This Agreement (the “Agreement”) is
dated as of December 27, 1999 by and between HUBBELL
INCORPORATED, a Connecticut corporation (the
“Company”), and Gary N. Amato (the
“Executive”).



     
WHEREAS, the Company’s Board of Directors
considers the continued services of key executives of the
Company to be in the best interests of the Company and its
stockholders; and



     
WHEREAS, the Company’s Board of Directors
desires to assure, and has determined that it is appropriate and
in the best interests of the Company and its stockholders to
reinforce and encourage the continued attention and dedication
of key executives of the Company to their duties of employment
without personal distraction or conflict of interest in
circumstances which could arise from the occurrence of a change
in control of the Company; and



     
WHEREAS, the Company’s Board of Directors
has authorized the Company to enter into continuity agreements
with those key executives of the Company and any of its
respective subsidiaries (all of such entities, with the Company
hereinafter referred to as an “Employer”), such
agreements to set forth the severance compensation which the
Company agrees under certain circumstances to pay such
executives; and



     
WHEREAS, the Executive is a key executive of an
Employer and has been designated by the Board as an executive to
be offered such a continuity compensation agreement with the
Company.



     
NOW, THEREFORE, in consideration of the premises
and the mutual covenants and agreements contained herein and
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the
Executive agree as follows:



     
1.     Term. This
Agreement shall become effective on the date hereof and remain
in effect until the second anniversary thereof; provided,
however, that, thereafter, this Agreement shall
automatically renew on each successive anniversary, unless an
Employer provides the Executive, in writing, at least
180 days prior to the renewal date, notice that this
Agreement shall not be renewed. Notwithstanding the foregoing,
in the event that a Change in Control occurs at any time prior
to the termination of this Agreement in accordance with the
preceding sentence, this Agreement shall not terminate until
the second anniversary of the Change in Control (or, if later,
until the second anniversary of the consummation of the
transaction(s) contemplated in the Change in Control).



     
2.     Change in
Control.



     
(a)     No compensation
or other benefit pursuant to Section 4 hereof shall be
payable under this Agreement unless and until either (i) a
Change in Control of the Company (as hereinafter defined) shall
have occurred while the Executive is an employee of an
Employer and








 




the Executive’s employment by an Employer
thereafter shall have terminated in accordance with
Section 3 hereof or (ii) the Executive’s
employment by the Company shall have terminated in accordance
with Section 3(a)(ii) hereof prior to the occurrence of the
Change in Control.




			
	 	(b)	
    For purposes of this Agreement:
    





			
	 	(i) 	
    “Change in Control” shall mean any one
    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 twenty (20%) percent 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 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;
    
	 
	 	(C)	
    the approval by the Company’s stockholders
    of the 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; or
    





			
	 	(D)	
    at least  2/3 of the incumbent Directors in
    office immediately prior to any other action proposed to be
    taken by the Company’s stockholders determine that such
    proposed action, if taken, would constitute a change of control
    of the Company and such action is taken.
    





			
	 	(ii)	
    “Continuing Director” shall mean 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.
    





			
	 	(iii)	
    “Director” shall mean any individual
    who is a member of the Company’s Board of Directors on the
    date the action in question was taken.
    




 






 


3

 
			
	 	(iv) 	
    “Change in Control Transaction” shall
    mean a Change in Control or, if later, the consummation of the
    transaction contemplated by the Change in Control.
    





		
	 	     
    3.     Termination of
    Employment; Definitions.
    





		
	 	     
    (a) Termination without Cause by the
    Company or for Good Reason by the Executive. (i) The
    Executive shall be entitled to the compensation provided for in
    Section 4 hereof, if within two years after a Change in
    Control Transaction, the Executive’s employment shall be
    terminated (A) by an Employer for any reason other than
    (I) the Executive’s Disability or Retirement,
    (II) the Executive’s death or (III) for Cause, or
    (B) by the Executive with Good Reason (as such terms are
    defined herein).
    





		
	 	     
    (ii) In addition, the Executive shall be
    entitled to the compensation provided for in Section 4
    hereof if, (A) in the event that an agreement is signed
    which, if consummated, would result in a Change of Control and
    the Executive is terminated without Cause by the Company or
    terminates employment with Good Reason prior to the Change in
    Control, (B) such termination is at the direction of the
    acquiror or merger partner or otherwise in connection with the
    anticipated Change in Control, and (C) such Change in
    Control actually occurs.
    





		
	 	     
    (b) Disability. For purposes of
    this Agreement, “Disability” shall mean the
    Executive’s absence from the full-time performance of the
    Executive’s duties (as such duties existed immediately
    prior to such absence) for 180 consecutive business days,
    when the Executive is disabled as a result of incapacity due to
    physical or mental illness.
    
	 
	 	     
    (c) Retirement. For purposes of
    this Agreement, “Retirement” shall mean the
    Executive’s voluntary termination of employment pursuant to
    late, normal or early retirement under a pension plan sponsored
    by an Employer, as defined in such plan, but only if such
    retirement occurs prior to a termination by an Employer without
    Cause or by the Executive for Good Reason.
    
	 
	 	     
    (d) Cause. For purposes of this
    Agreement, “Cause” shall mean:
    





		
	 	     
    (i) the willful and continued failure of the
    Executive to perform substantially all of his or her duties with
    an Employer (other than any such failure resulting from
    incapacity due to physical or mental illness), after a written
    demand for substantial performance is delivered to such
    Executive by the Board of Directors (the “Board”) of
    the Company which specifically identifies the manner in which
    the Board believes that the Executive has not substantially
    performed his or her duties,
    
	 
	 	     
    (ii) the willful engaging by the Executive
    in gross misconduct which is materially and demonstrably
    injurious to the Company or any Employer; or
    




 






 


4



			
	 	(iii) 	
    the conviction of, or pleas of guilty or nolo
    contendere to, a felony.
    





Termination of the Executive for Cause shall be
made by delivery to the Executive of a copy of a resolution duly
adopted by the affirmative vote of not less than a three-fourths
majority of the non-employee Directors of the Company or of the
ultimate parent of the entity which caused the Change in Control
(if the Company has become a subsidiary) at a meeting of such
Directors called and held for such purpose, after 30 days
prior written notice to the Executive specifying the basis for
such termination and the particulars thereof and a reasonable
opportunity for the Executive to cure or otherwise resolve the
behavior in question prior to such meeting, finding that in the
reasonable judgment of such Directors, the conduct or event set
forth in any of clauses (i) through (iii) above has occurred
and that such occurrence warrants the Executive’s
termination.



               
(e) Good Reason. For purposes of this
Agreement, “Good Reason” shall mean the occurrence,
within the Term of this Agreement, of any of the following
without the Executive’s express written consent:




		
	 	     
    (i)    after a Change of
    Control, any reduction in the Executive’s base salary from
    that which was in effect immediately prior to the Change of
    Control, any reduction in the Executive’s annual cash bonus
    below such bonus paid or payable in respect of the calendar year
    immediately prior to the year in which the Change of Control
    occurs, or any reduction in the Executive’s aggregate
    annual cash compensation (including base salary and bonus) from
    that which was in effect immediately prior to the Change of
    Control; or
    
	 
	 	     
    (ii)   after a Change of Control,
    the failure to increase (within 12 months of the last
    increase in base salary) the Executive’s salary in an
    amount which at least equals, on a percentage basis, the average
    percentage of increase in base salary effected in the preceding
    12 months (which period may include some period of time
    prior to the Change of Control) for all senior executives of the
    Company (unless such reduction is offset by an increase in the
    amount of annual cash bonus that is paid to the Executive); or
    
	 
	 	     
    (iii)  any material and adverse
    diminution in the Executives’ duties, responsibilities,
    status, position or authority with the Company or any of its
    affiliates following a Change of Control; or
    
	 
	 	     
    (iv)   any relocation of the
    Executive’s primary workplace to a location that is more
    than 35 miles from the Executive’s primary workplace
    as of the date of this Agreement or the Company’s requiring
    the Executive to be based anywhere other than the location at
    which the Executive performed his duties prior to the
    commencement of the Term; or
    
	 
	 	     
    (v)   any failure by the Company
    to obtain from any successor to the Company an agreement
    reasonably satisfactory to the Executive to assume and perform
    this Agreement, as contemplated by Section 10(a) hereof.
    




 






 


5



 



Notwithstanding the foregoing, in the event Executive provides the
Company with a Notice of Termination (as defined below) referencing
this Section 3(e), the Company shall have 30 days thereafter
in which to cure or resolve the behavior otherwise constituting Good Reason.
Any good faith determination by Executive that Good Reason exists shall be presumed
correct and shall be binding upon the Company.


     (f)   Notice
of Termination.   Any purported termination of the
Executive’s employment (other than on account of
Executive’s death) with an Employer shall be communicated by a
Notice of Termination to the Executive, if such termination is by an
Employer, or to an Employer, if such termination is by the Executive.
For purposes of this Agreement, “Notice of Termination”
shall mean a written notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executives’s employment
under the provisions so indicated. For purposes of this Agreement, no
purported termination of Executive’s employment with an Employer
shall be effective without such a Notice of Termination having been
given.



     4.     Compensation Upon
Termination.



     Subject to
Section 9 hereof, if within two years of a Change of Control
Transaction, the Executive’s employment with an Employer shall
be terminated in accordance with Section 3(a) (the
“Termination”), the Executive shall be entitled to the
following payments and benefits:



     (a)   Severance.   The
Company shall pay or cause to be paid to the Executive a cash
severance amount equal to two times the sum of (i) the
Executive’s annual base salary on the date of the Change in
Control (or, if higher, the annual base salary in effect immediately
prior to the giving of the Notice of Termination) and (ii) the
highest of the actual bonuses paid or payable to the Executive under
the Company’s annual incentive Compensation plan in any of the
three consecutive fiscal years prior to the year in which the Change
in Control occurs. This cash severance amount shall be payable in a
lump sum calculated without any discount.




     (b)   Additional
Payments and Benefits.   The Executive shall also
be entitled to:




		
	   	     (i) a
lump sum cash payment equal to the sum of (A) the
Executive’s accrued but unpaid annual base salary through the
date of Termination, (B) the unpaid portion, if any, of bonuses
previously earned by the Executive pursuant to the Company’s
annual incentive compensation plan, plus the pro rata portion of
(I) the Bonus or (II) if payable, the target bonus to be
paid for the year in which the date of Termination occurs, in either
case (calculated through the date of Termination), and (C) an
amount, if any, equal to compensation previously deferred (excluding
any qualified plan deferral) and any accrued vacation pay, in each
case, in full satisfaction of Executive’s rights thereto; and











 


6


	 	 
	 	     (ii)  an annual
benefit under the Company’s Supplemental Retirement Plan (the
“SERP”), calculated based on 8 1/3 years of service and unreduced for early
retirement thereunder; provided, however, that this provision does not entitle the Executive,
if he did not previously participate in the SERP, to participate in such Plan absent the occurrence of the
contemplated Change of Control; and
	 
	 	     (iii)  unless otherwise provided under the Key Man
Supplemental Medical Plan, continued medical, dental, vision, and life insurance coverage (excluding
accident, death, and disability insurance) for the Executive and the
Executive’s eligible dependents or, to the extent such coverage is not commercially available,
such other arrangements reasonably acceptable to the Executive, on the same basis as in effect prior to
the Change in Control or the Executive’s Termination, whichever is deemed to provide for more
substantial benefits, for a period ending on the earlier of (A) the end of the second anniversary
of the date of the Executive’s Termination (B) the commencement of comparable coverage by the
Executive with a subsequent employer (the “Continuation
Period”); and
	 
	 	     (iv)  during the Continuation Period, continuation of the
Executive’s perquisites, including the provision of an automobile and payment of all related
expenses (including maintenance, other than gas), annual social and/or health club dues, and tax and
financial planning services, as in effect immediately prior to the Change of Control; and
	 
	 	     (iv)  all other accrued or vested benefits in accordance with the
terms of the applicable plan (with an offset for any amounts paid
under Section 4(b)(i)(C), above).
	 
	 	All lump sum payments under this Section 4
shall be paid within 10 business days after Executive’s
date of Termination; provided, however, that with respect to the SERP benefit set forth in
Section 4(b)(ii), above, unless the Executive, during the ten day period after the Company signs
any agreement that would, upon the consummation of the transactions contemplated therein, result in a
Change of Control, elects to receive a lump sum payment equal to the present value of his SERP benefit
(as calculated in Section 4(b)(ii) and otherwise in accordance
with Exhibit A, as attached hereto), the Executive shall be entitled to receive the SERP benefit
in installment payments (payable in accordance with the terms of the SERP), beginning upon the later to occur of
(i) the date on which the Executive achieves age 55 and
(ii) the date on which Executive’s employment terminates in accordance with the terms hereunder.
	 
	            (c)  
Outplacement. If so requested by the Executive, outplacement services shall be provided by a professional
outplacement provider selected by Executive; provided, however, that such outplacement services shall
be provided the Executive at a cost to the Company of not more than
fifteen (15) percent of such Executive’s annual base salary.








 


7







(d)  Withholding.  Payments and benefits provided pursuant to this Section 4
    shall be subject to any applicable payroll and other taxes
    required to be withheld.




5.  Compensation Upon Termination for Death,
    Disability or Retirement.




If an Executive’s employment is terminated
by reason of Death, Disability or Retirement prior to any other
termination, Executive will receive:




(a)  the sum of (i) Executive’s accrued
    but unpaid salary through the date of Termination, (ii) the
    pro rata portion of the Executive’s target bonus for the
    year of Executive’s Death or Disability (calculated through
    the date of Termination), and (iii) an amount equal to any
    compensation previously deferred and any accrued vacation pay;
    and




(b)  other
accrued or vested benefits in accordance with the terms of the
applicable plan (with an offset for any amounts paid under
item (a)(iii), above.




6.  Excess
Parachute Excise Tax Payments.




(a)(i) If
it is determined (as hereafter provided) that any payment or
distribution by the Company or any Employer to or for the benefit of
the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise
pursuant to or by reason of any other agreement, policy, plan,
program or arrangement, including without limitation any stock
option, stock appreciation right or similar right, or the lapse or
termination of any restriction on or the vesting or exercisability of
any of the foregoing (a “Payment”), would be subject to the
excise tax imposed by Section 4999 of the Code (or any successor
provision thereto) by reason of being “contingent on a change in
ownership or control” of the Company, within the meaning of
Section 280G of the Code (or any successor provision thereto) or
to any similar tax imposed by state or local law, or any interest or
penalties with respect to such excise tax (such tax or taxes,
together with any such interest and penalties, are hereafter
collectively referred to as the “Excise Tax”), then the
Executive shall be entitled to receive an additional payment or
payments (a “Gross-Up Payment”) in an amount such that,
after payment by the Executive of all taxes (including any interest
or penalties imposed with respect to such taxes), including any
Excise Tax, imposed upon the Gross-Up Payment, the Executive retains
an amount of the Gross-Up Payment equal to the Excise Tax imposed
upon the Payments; provided, however, if the
Executive’s Payment is, when calculated on a net-after-tax basis,
less than $50,000 in excess of the amount of the Payment which could
be paid to the Executive under Section 280G of the Code without
causing the imposition of the Excise Tax, then the Payment
shall be limited to the largest amount payable (as described above)
without resulting in the imposition of any Excise Tax (such amount,
the “Capped Amount”).




(ii) Subject
to the provisions of Section 6(a)(i) hereof, all determinations
required to be made under this Section 6, including whether an
Excise Tax is payable by the Executive and the amount of such Excise
Tax and whether a Gross-Up Payment is required and the amount of such
Gross-Up Payment, shall be made by the nationally recognized firm of
certified public accountants (the “Accounting Firm”) used
by the Company prior to the Change in







 


8



Control (or, if such Accounting Firm
declines to serve, the Accounting Firm shall be a nationally
recognized firm of certified public accountants selected by the
Executive). The Accounting Firm shall be directed by the Company or
the Executive to submit its preliminary determination and detailed
supporting calculations to both the Company and the Executive within
15 calendar days after the Termination Date, if applicable, and any
other such time or times as may be requested by the Company or the
Executive. If the Accounting Firm determines that any Excise Tax is
payable by the Executive and that the criteria for reducing the
Payment to the Capped Amount (as described in Section 6(a)(i) above)
is met, then the Company shall reduce the Payment by the amount
which, based on the Accounting Firm's determination and calculations,
would provide the Executive with the Capped Amount, and pay to the
Executive such reduced Payment. If the Accounting Firm determines
that an Excise Tax is payable, without reduction pursuant to
Section 6(a)(i), above, the Company shall pay the required
Gross-Up Payment to, or for the benefit of, the Executive within five
business days after receipt of such determination and calculations.
If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall, at the same
time as it makes such determination, furnish the Executive with an
opinion that he has substantial authority not to report any Excise
Tax on his/her federal, state, local income or other tax return. Any
determination by the Accounting Firm as to the amount of the Gross-Up
Payment shall be binding upon the Company and the Executive absent a
contrary determination by the Internal Revenue Services or a court of
competent jurisdiction; provided, however, that no such determination
shall eliminate or reduce the Company's obligation to provide any
Gross-Up Payment that shall be due as a result of such contrary
determination. As a result of the uncertainty in the
application of Section 4999 of the Code (or any successor provision
thereto) and the possibility of similar uncertainty regarding state or
local tax law at the time of any determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments that will not have
been made by the Company should have been made (an “Underpayment”),
consistent with the calculations required to be made hereunder. In
the event that the Company exhausts or fails to pursue its remedies
pursuant to Section 6(a) hereof and the Executive thereafter is
required to make a payment of any Excise Tax, the Executive shall
direct the Accounting Firm to determine the amount of the
Underpayment that has occurred and to submit its determination and
detailed supporting calculations to both the Company and Executive as
promptly as possible. Any such Underpayment shall be promptly paid by
the Company to, or for the benefit of, the Executive within five
business days after receipt of such determination and calculations.



     
(iii)     The Company and the
Executive shall each provide the Accounting Firm access to and copies
of any books, records and documents in the possession of the Company
or the Executive, as the case may be, reasonably requested by the
Accounting Firm, and otherwise cooperate with the Accounting Firm in
connection with the preparation and issuance of the determination
contemplated by Section 6(a) hereof.


     
(iv)     The federal, state
and local income or other tax returns filed by the Executive (or any
filing made by a consolidated tax group which includes the Company)
shall be prepared and filed on a consistent basis with the
determination of the Accounting Firm with respect to the Excise Tax
payable by the Executive. The Executive shall make proper payment of
the amount of any Excise Tax, and at the request of the Company,
provide to the Company true and correct copies (with any amendments)
of his/her federal income tax return as filed with the







 



9


Internal Revenue Service and
corresponding state and local tax returns, if relevant, as filed with
the applicable taxing authority, and such other documents reasonably
requested by the Company, evidencing such payment. If prior to the
filing of the Executive’s federal income tax return, or
corresponding state or local tax return, if relevant, the Accounting
Firm determines that the amount of the Gross-Up Payment should be
reduced, the Executive shall within five business days pay to the
Company the amount of such reduction.



          (v)    The
fees and expenses of the Accounting Firm for its services in
connection with the determinations and calculations contemplated by
Sections 6(a)(ii) and (iv) hereof shall be borne by the Company.
If such fees and expenses are initially advanced by the Executive,
the Company shall reimburse the Executive the full amount of such
fees and expenses within five business days after receipt from the
Executive of a statement therefor and reasonable evidence of his/her
payment thereof.



     (b)    In
the event that the Internal Revenue Service claims that any payment
or benefit received under this Agreement constitutes an “excess
parachute payment,” within the meaning of
Section 280G(b)(1) of the Code, the Executive shall notify the
Company in writing of such claim. Such notification shall be given as
soon as practicable but no later than 10 business days after the
Executive is informed in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which such claim
is requested to be paid. The Executive shall not pay such claim prior
to the expiration of the 30 day period following the date on
which the Executive gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies the Executive in writing
prior to the expiration of such period that it desires to contest
such claim, the Executive shall (i) give the Company any
information reasonably requested by the Company relating to such
claim; (ii) take such action in connection with contesting such
claim as the Company shall reasonably request in writing from time to
time, including without limitation, accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company and reasonably satisfactory to the
Executive; (iii) cooperate with the Company in good faith in
order to effectively contest such claim; and (iv) permit the
Company to participate in any proceedings relating to such claim;
provided, however, that the Company shall bear and pay
directly all costs and expenses (including, but not limited to,
additional interest and penalties and related legal, consulting or
other similar fees) incurred in connection with such contest and
shall indemnify and hold the Executive harmless, on an after-tax
basis, for and against any Excise Tax or other tax (including
interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses.



     (c)    The
Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with
the taxing authority in respect of such claim and may, at its sole
option, either direct the Executive to pay the tax claimed and sue
for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and
in one or more appellate courts, as the Company shall determine;
provided, however, that if the Company directs the Executive
to pay such claim and sue for a refund, the Company shall







 


10



advance the amount of such payment to the
Executive on an interest-free basis, and shall indemnify and
hold the Executive harmless, on an after-tax basis, from any
Excise Tax or other tax (including interest and penalties with
respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and
provided, further, that if the Executive is required to
extend the statute of limitations to enable the Company to
contest such claim, the Executive may limit this extension
solely to such contested amount. The Company’s control of
the contest shall be limited to issues with respect to which a
corporate deduction would be disallowed pursuant to Section 280G
of the Code and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority. In
addition, no position may be taken nor any final resolution be
agreed to by the Company without the Executive’s consent if
such position or resolution would reasonably be expected to
adversely affect the Executive (including any other tax position
of the Executive unrelated to matters covered hereby).



     
(d) If, after the receipt by the Executive
of an amount advanced by the Company in connection with the
contest of the Excise Tax claim, the Executive becomes entitled
to receive any refund with respect to such claim, the Executive
shall promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes
applicable thereto); provided, however, if the amount of
that refund exceeds the amount advanced by the Company or it is
otherwise determined for any reason that additional amounts
could be paid to the Named Executive without incurring any
Excise Tax, any such amount will be promptly paid by the Company
in connection with an Excise Tax claim, a determination
is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest the denial of such
refund prior to the expiration of 30 days after such
determination, such advance shall be forgiven and shall not be
required to be repaid and shall be deemed to be in consideration
for services rendered after the date of the Termination.



     
7.     Expenses.
In addition to all other amounts payable to the Executive under
this Agreement, the Company shall pay or reimburse the Executive
for legal fees (including without limitation, any and all court
costs and attorneys’ fees and expenses) incurred by the
Executive in connection with or as a result of any claim, action
or proceeding brought by the Company or the Executive with
respect to or arising out of this Agreement or any provision
hereof; provided, however, that in the case of an action
brought by the Executive, the Company shall have no obligation
for any such legal fees, if the Company is successful in
establishing with the court that the Executive’s action was
frivolous or otherwise without any reasonable legal or factual
basis.




			
	 	8.	
    Obligations Absolute; Non-Exclusivity of
    Rights; Joint Several Liability.




     
(a) The obligations of the Company to make
the payment to the Executive, and to make the arrangements,
provided for herein shall be absolute and unconditional and
shall not be reduced by any circumstances, including without
limitation any set-off, counterclaim,








 


11


recoupment, defense or other right which the Company may have
against the Executive or any third party at any time.



     
(b) Nothing in this Agreement shall prevent
or limit the Executive’s continuing or future participation
in any benefit, bonus, incentive or other plan or program
provided by the Company or any other Employer and for which the
Executive may qualify, nor shall anything herein limit or reduce
such rights as the Executive may have under any agreements with
the Company or any other Employer.



     
(c) Each entity included in the definition
of “Employer” and any successors or assigns shall be
joint and severally liable with the Company under this Agreement.



     
9. Not an
Employment Agreement; Effect On Other Rights.



     
(a) This Agreement is not, and nothing
herein shall be deemed to create, a contract of employment
between the Executive and the Company. Any Employer may
terminate the employment of the Executive at any time, subject
to the terms of this Agreement and/or any employment agreement
or arrangement between the Employer and the Executive that may
then be in effect.



     
(b) With respect to any employment agreement
with the Executive in effect immediately prior to the Change in
Control, nothing herein shall have any effect on the
Executive’s rights thereunder; provided, however,
that in the event of the Executive’s termination of
employment in accordance with Section 3 hereof, this
Agreement shall govern solely for the purpose of providing the
terms of all payments and additional benefits to which the
Executive is entitled upon such termination and any payments or
benefit provided thereunder shall reduce the corresponding type
of payments or benefits hereunder. Notwithstanding the
foregoing, in the event that the Executive’s employment is
terminated prior to the occurrence of a Change in Control under
the circumstances provided for in Section 3(a)(ii) and such
circumstances also entitle Executive to payments and benefits
under any other employment or other agreement as in effect prior
to the Change in Control (“Other Agreement”), then
until the Change in Control occurs, the Executive will receive
the payments and benefits to which he/she is entitled under such
Other Agreement. Upon the occurrence of the Change in Control,
the Company will pay to the Executive in cash the amount which
he/she is entitled to under this Agreement (reduced by the
amounts already paid under the Other Agreement) in respect of
cash payments and shall provide or increase any other noncash
benefits to those provided for hereunder (after taking into
Account noncash benefits, if any, provided under such Other
Agreement). Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan or
program of the Company or any other Employer shall be payable in
accordance with such plan or program, except as explicitly
modified by this Agreement.



     
(c) With respect to any limited stock
appreciation rights (“LSARs”) granted to the Executive
pursuant to the Company’s 1973 Stock Option Plan for Key
Executives held, as of the date of this Agreement, by the
Executive, the Executive hereby agrees to the cancellation of








 


12


such LSARs in the event that the Change in Control contemplated
hereunder is intended to be, and is otherwise, eligible for
pooling-of-interests accounting treatment under APB No. 16.



     
10.     Successors;
Binding Agreement, Assignment.



     
(a) The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business of the
Company, by agreement to expressly, absolutely and
unconditionally assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a material breach
of this Agreement and shall entitle the Executive to terminate
the Executive’s employment with the Company or such
successor for Good Reason immediately prior to or at any time
after such succession. As used in this Agreement,
“Company” shall mean (i) the Company as
hereinbefore defined, and (ii) any successor to all the
stock of the Company or to all or substantially all of the
Company’s business or assets which executes and delivers an
agreement provided for in this Section 10(a) or which
otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law, including any parent or
subsidiary of such a successor.



     
(b) This Agreement shall inure to the
benefit of and be enforceable by the Executive’s personal
or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If the Executive
should die while any amount would be payable to the Executive
hereunder if the Executive had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the
Executive’s estate or designated beneficiary. Neither this
Agreement nor any right arising hereunder may be assigned or
pledged by the Executive.



     
11.     Notice. For
purpose of this Agreement, notices and all other communications
provided for in this Agreement or contemplated hereby shall be
in writing and shall be deemed to have been duly given when
personally delivered, delivered by a nationally recognized
overnight delivery service or when mailed United States
certified or registered mail, return receipt requested, postage
prepaid, and addressed, in the case of the Company, to the
Company at:




		
	 	
    Hubbell Incorporated
    
	 	
    584 Derby Milford Road
    
	 	
    Orange, Connecticut 06477-4024
    
	 	
    Attention: General Counsel
    





and in the case of the Executive, to the
Executive at the address set forth on the execution page at the
end hereof.



     
Either party may designate a different address by
giving notice of change of address in the manner provided above,
except that notices of change of address shall be effective only
upon receipt.







 


13



     
12.     Confidentiality.
The Executive shall retain in confidence any and all
confidential information concerning the Company and its
respective business which is now known or hereafter becomes
known to the Executive, except as otherwise required by law and
except information (i) ascertainable or obtained from public
information, (ii) received by the Executive at any time after the
Executive’s employment by the Company shall have
terminated, from a third party not employed by or otherwise
affiliated with the Company or (iii) which is or becomes known
to the public by any means other than a breach of this Section
12. Upon the Termination of employment, the Executive will not
take or keep any proprietary or confidential information or
documentation belonging to the Company.



     
13.     Miscellaneous.
No provision of this Agreement may be amended, altered,
modified, waived or discharged unless such amendment,
alteration, modification, waiver or discharge is agreed to in
writing signed by the Executive and such officer of the Company
as shall be specifically designated by the Committee or by the
Board of Directors of the Company. No waiver by either party, at
any time, of any breach by the other party of, or of compliance
by the other party with, any condition or provision of this
Agreement to be performed or complied with by such other party
shall be deemed a waiver of any similar or dissimilar provision
or condition of this Agreement or any other breach of or failure
to comply with the same condition or provision at the same time
or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement.



     
14.     Severability. If
any one or more of the provisions of this Agreement shall be
held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions of this
Agreement shall not be affected thereby. To the extent permitted
by applicable law, each party hereto waives any provision of law
which renders any provision of this Agreement invalid, illegal
or unenforceable in any respect.



     
15.     Governing Law;
Venue. The validity, interpretation, construction and
performance of this Agreement shall be governed on a
non-exclusive basis by the laws of the State of Connecticut
without giving effect to its conflict of laws rules. For
purposes of jurisdiction and venue, the Company and each
Employer hereby consents to jurisdiction and venue in any suit,
action or proceeding with respect to this Agreement in any court
of competent jurisdiction in the state in which Executive
resides at the commencement of such suit, action or proceeding
and waives any objection, challenge or dispute as to such
jurisdiction or venue being proper.



     
16.     Counterparts.
This Agreement may be executed in two or more counterparts,
each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument.








 


14


     IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.




	 	 	 	 
	 	HUBBELL INCORPORATED
	 
	 	By: 	/s/  George Zurman
 
	 	 	

 
	 	 	Title: 	Vice President
	 	 	 	

 

	 
	 	(ILLEGIBLE
SIGNATURE)              
3/13/00
 
	 	

 
	 	Executive
 
	 
	 
	 	4470 Sir-John Ave.
 
	 	

 
	 
	 	North Royalton, Ohio 44133
 
	 	

 
	 	Address