RETIREMENT PLAN FOR DIRECTORS



 



Exhibit 10i


HUBBELL INCORPORATED



AMENDED AND RESTATED



RETIREMENT PLAN FOR DIRECTORS



Amended, Effective December 3, 2002



 






 





HUBBELL INCORPORATED



RETIREMENT PLAN FOR DIRECTORS



Table of Contents




	 	 	 	 	 	 	 
	Article	 	Title	 	Page(s)
	
	 	
	 	

	I	 	
PURPOSE
	 	 	1	 
	II	 	
DEFINITIONS
	 	 	1-2	 
	III	 	
EFFECTIVE DATE
	 	 	2	 
	IV	 	
ELIGIBILITY
	 	 	2	 
	V	 	
RETIREMENT BENEFITS
	 	 	2-3	 
	VI	 	
PAYMENT OF RETIREMENT BENEFITS
	 	 	3	 
	VII	 	
DEATH BENEFIT
	 	 	3	 
	VIII	 	
FUNDING
	 	 	3-4	 
	IX	 	
PLAN ADMINISTRATION
	 	 	4	 
	X	 	
AMENDMENT AND TERMINATION
	 	 	4	 
	XI	 	
MISCELLANEOUS PROVISIONS
	 	 	4-6	 
	XII	 	
CHANGE OF CONTROL
	 	 	6-8	 



 






 



ARTICLE I

PURPOSE




	1.1 	 	The purpose of this Plan is to provide retirement benefits to Directors
of Hubbell Incorporated (the “Company”) who meet the eligibility
requirements of the Plan.



ARTICLE II

DEFINITIONS




	2.1	 	 “Base Retainer” means the regular active service annual retainer in
effect during the calendar year immediately preceding the year in which a
Director retires from the Board of Directors, but in no event more than
$40,000.
	 
	2.2	 	 “Board of Directors” means the Board of Directors of Hubbell
Incorporated.
	 
	2.3	 	 “Chairman Retainer” means the retainer in effect for service as the
Chairman of any committee of the Board of Directors during the calendar
year immediately preceding the year in which a Director retires from the
Board of Directors, but in no event more than $3,000.
	 
	2.4	 	 “Committee Chairman” means an Eligible Director who for at least one year
of any of the ten years immediately preceding his retirement from the
Board of Directors was the Chairman of any committee of the Board of
Directors.
	 
	2.5	 	 “Company” means Hubbell Incorporated.
	 
	2.6	 	 “Compensation Committee” means the Compensation Committee of the Board of
Directors.
	 
	2.7	 	 “Director” means a member of the Board of Directors who was duly elected
as a Director on or prior to May 6, 2002.
	 
	2.8	 	 “Early Retirement” means retirement from the Board of Directors prior to
age 70.
	 
	2.9	 	 “Eligible Director” means a Director with at least five (5) years of
Service, who is not an Employee, and does not qualify to receive a
retirement benefit under any pension plan of the Company or its
subsidiaries. However, a Director who qualifies to receive a retirement
benefit under any pension plan of the Company or its subsidiaries will
nonetheless be considered a Director entitled to the Special Retirement
Benefit described in Article 5.3 hereof.
	 
	2.10	 	 “Employee” means a person employed by the Company or its subsidiaries in
any capacity other than as a Director.



 






 




2






	2.11	 	 “Normal Retirement” means retirement from the Board of Directors at or after age 70.
	 
	2.12	 	 “Plan” means this Retirement Plan for Directors.
	 
	2.13 	 	“Service” means service as a non-Employee Director.



ARTICLE III

EFFECTIVE DATE




	3.1	 	 This Plan shall be effective as of April 1, 1984 (the “Effective Date”).



ARTICLE IV

ELIGIBILITY




	4.1	 	 Each Eligible Director shall participate in the Plan.



ARTICLE V

RETIREMENT BENEFITS




	5.1	 	 Normal Retirement Benefit. An Eligible Director’s annual Normal
Retirement Benefit under this Plan shall be calculated as follows:




		
	 	     (a) With respect to an Eligible Director with less than ten
years of Service, the annual Normal Retirement Benefit shall be the
sum of (i) fifty percent (50%) of the Eligible Director’s Base
Retainer in respect to the first five full years of Service plus
(ii) if applicable, ten percent (10%) of the Eligible Director’s
Base Retainer for each full year of Service beyond five years up to
a maximum of nine years.
	 
	 	     (b) With respect to an Eligible Director with ten or more
years of Service, the annual Normal Retirement Benefit shall be the
sum of (i) one hundred and ten percent (110%) of the Eligible
Director’s Base Retainer plus, (ii) if applicable, the Chairman
Retainer.




	5.2	 	 In no event shall the benefit calculated under Article 5.1 exceed one
hundred percent (100%) of the Base Retainer (in the case of an Eligible
Director with less than ten years of Service) or the sum of (x) one
hundred ten percent (110%) of the Base Retainer and the Chairman Retainer
(in the case of an Eligible Director with ten or more years of Service),
as applicable.
	 
	5.3	 	 Special Retirement Benefit. A Director who is not an Eligible Director
is not otherwise entitled to the benefit provided under Section 5.1 (as
limited by Section 5.2).



 






 


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	 	 	Notwithstanding the foregoing, a Director who has at least five (5) years
of Service as a Director subsequent to his retirement as an Employee, and
who retires from the Board of Directors at or after 70, is eligible to
receive a special retirement benefit hereunder equal to 25% of his Base
Retainer.
	 
	5.4	 	 Early Retirement Benefit. An Eligible Director who elects an Early
Retirement shall receive a benefit computed in accordance with Article
5.1, except that such Early Retirement Benefit shall commence in
accordance with Article VI hereof.



ARTICLE VI

PAYMENT OF RETIREMENT BENEFITS




	6.1 	 	Payment of Benefits. Unless otherwise provided in Section 6.2, all
retirement benefits hereunder shall be payable in monthly installments (on
the fifteenth day of the month) equal to one-twelfth (l/12th) of the
annual amounts determined under this Plan. A Director’s retirement
benefit hereunder, if any, shall be payable for the life of the Director,
commencing on the fifteenth day of the month coinciding with or next
following the later to occur of (i) such Director’s 70th birthday and (ii)
the date on which such Director retires from the Board of Directors;
provided, however, that, with respect to an election to receive an Early
Retirement Benefit, such Benefit shall commence on the fifteenth day of
the month following the Director’s 70th birthday. The Director’s last
payment of retirement benefits hereunder shall be made on the fifteenth
day of the month in which he dies.
	 
	6.2 	 	Payments Rounded to Next Higher Full Dollar. Each monthly payment which
is computed in accordance with this Plan will, if not in whole dollars, be
increased to the next whole dollar.



ARTICLE VII

DEATH BENEFIT




	7.1	 	 Death Benefit. Notwithstanding anything herein to the contrary, in the
event an Eligible Director dies prior to his actual retirement from the
Board of Directors, no death benefit shall be paid hereunder. If an
Eligible Director dies while receiving retirement benefits pursuant to
Article VI, no death benefit shall be paid hereunder.



ARTICLE VIII

FUNDING




	8.1 	 	The Company shall enter into a trust agreement creating an irrevocable
grantor trust for the holding of cash, annuity contracts and/or any other
form of assets as shall be determined by the Board of Directors, for
retirement benefits accrued by the Eligible



 






 


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	 	 	Directors (whether current or former) under the Plan; provided, however,
that upon the occurrence of a Change of Control Transaction (as defined
in Section 12.2), the Company shall transfer to the trustee of the
foregoing trust the maximum amount of assets estimated to be necessary to
satisfy the Company’s obligations hereunder, as in effect immediately
prior to the Change of Control Transaction; provided, further, that in no
event shall the amount transferred to the trustee of the foregoing trust
be less than the amount of the accrued benefit determined under the same
factors which would be used under the Company’s qualified retirement
plan. Any assets of such trust shall be subject to the claims of
creditors of the Company to the extent set forth in the trust. Eligible
Directors’ (whether current or former) interests in benefits under this
Plan shall only be those of unsecured creditors of the Company.



ARTICLE IX

PLAN ADMINISTRATION




	9.1	 	 The general administration of this Plan and the responsibility for
carrying out the provisions hereof shall be vested in the Compensation
Committee. The Compensation Committee may adopt, subject to the approval
of the Board of Directors, such rules and regulations as it may deem
necessary for the proper administration of this Plan, and its decision in
all matters shall be final, conclusive, and binding.




ARTICLE X

AMENDMENT AND TERMINATION




	10.1	 	 The Board of Directors reserves in its sole and exclusive discretion the
right at any time and from time to time to amend this Plan in any respect
or terminate this Plan without restriction and without the consent of any
Eligible Director, provided, however, that no amendment or termination of
this Plan shall impair the right of any Eligible Director to receive
benefits earned and accrued hereunder prior to such amendment or
termination. The Board of Directors shall not terminate this Plan solely
to accelerate benefits earned and accrued hereunder. Any amounts not
currently payable to an Eligible Director shall revert to the Company in
the event of termination of the Plan.
	 




ARTICLE XI

MISCELLANEOUS PROVISIONS



	11.1	 	 This Plan does not in any way obligate the Company to continue to retain
a Director on the Board of Directors, nor does this Plan limit the right
of the Company to terminate a Director’s service on the Board of
Directors.
	 
	11.2 	 	Non-Alienation of Benefits. No retirement benefit payable hereunder may
be assigned, pledged, mortgaged or hypothecated and to the extent
permitted by law, no such



 






 


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	 	 	retirement benefit shall be subject to legal process or attachment for
the payment of any claims against any person entitled to receive the
same.
	 
	11.3 	 	Payment to Incompetents. If an Eligible Director entitled to receive any
retirement benefit payments hereunder is deemed by the Compensation
Committee or is adjudged by a court of competent jurisdiction to be
legally incapable of giving valid receipt and discharge for such
retirement benefit, such payments shall be paid to such person or persons
as the Compensation Committee shall designate or to the duly appointed
guardian of such Eligible Director. Such payments shall, to the extent
made, be deemed a complete discharge for such payments under this Plan.
	 
	11.4	 	 Loss of Benefits. At the sole discretion of the Compensation Committee,
and after written notice to the Eligible Director, rights to receive any
retirement benefit under this Plan may be forfeited, suspended, reduced or
terminated in cases of gross misconduct by the Eligible Director, or of
any conduct, activity or competitive occupation which is reasonably deemed
to be prejudicial to the interests of the Company or a subsidiary of the
Company, including but not limited to the utilization or disclosure of
confidential information for gain or otherwise.
	 
	11.5	 	 Noncompetition. An Eligible Director shall forfeit any and all
retirement benefits pursuant to this Plan if said Eligible Director
violates the notice provision of the next paragraph hereof or anywhere in
the United States or outside of the United States, directly or indirectly,
owns, manages, operates, joins or controls, or participates in the
ownership, management, operation or control of, or becomes a director or
an employee of, or a consultant to, any person, firm, or corporation
which competes with the Company; provided, however, that the provisions of
this Article 11.5 shall not apply to investments by the Eligible Director
in shares of stock traded on a national securities exchange or on the
national over-the-counter market which shall have an aggregate market
value, at the time of acquisition, of less than two (2%) percent of the
outstanding shares of such stock.
	 
	 	 	An Eligible Director shall be obligated to give the Company at least
sixty (60) days’ prior written notice, registered or certified mail,
postage prepaid, addressed to the Secretary, Hubbell Incorporated, 584
Derby Milford Road, Orange, Connecticut, 06477, of his intention,
directly or indirectly, to own, manage, operate, join or control, or
participate in the ownership, management, operation or control of, or
become a director or an employee of, or a consultant to, any person,
firm, or corporation, following which, within a period of sixty (60) days
from its receipt of such notice, the Company will mail to the Eligible
Director by registered or certified mail, postage prepaid, a statement of
its opinion as to whether said intention of the Eligible Director
violates this Article 11.5.
	 
	11.6	 	 Withholding. Payments made by the Company under this Plan to any
Eligible Director shall be subject to withholding as shall, at the time
for such payment, be required under any income tax or other laws, whether
of the United States or any other jurisdiction.



 






 


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	11.7 	 	Expenses. All expenses and costs in connection with the operation of
this Plan shall be borne by the Company.
	 
	11.8 	 	Governing Law. The provisions of this Plan will be construed according
to the laws of the State of Connecticut, excluding the provisions of any
such laws that would require the application of the laws of another
jurisdiction.
	 
	11.9 	 	Gender and Number. The masculine pronoun wherever used herein shall
include the feminine gender and the feminine the masculine and the
singular number as used herein shall include the plural and the plural the
singular unless the context clearly indicates a different meaning.
	 
	11.10 	 	Titles and Headings. The titles to articles and headings of sections of
this Plan are for convenience of reference only and in case of any
conflict, the text of the Plan, rather than such titles and headings,
shall control.



ARTICLE XII

CHANGE OF CONTROL




	12.1	 	 The provisions of Section 12.3 shall become effective immediately upon
the occurrence of a Change of Control (as defined in Section 12.2(a)).
	 
	12.2	 	 (a) “Change of Control” — shall mean any one of the following:




	 	(i)	 	Continuing Directors no longer constitute at
least 2/3 of the Directors;
	 
	 	(ii)	 	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 Article XII shall not apply with respect to
any holding of securities by (A) the trust under a Trust
Indenture dated September 2, 1957 made by Louie E. Roche, (B)
the trust under a Trust Indenture dated August 23, 1957 made
by Harvey Hubbell, and (C) 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;
	 
	 	(iii)	 	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



 






 


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	 	 	 	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
	 
	 	 	(iv)	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 determines that such proposed
action, if taken, would constitute a change of control of the
Company and such action is taken.
	 
	 	(b)	“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.
	 
	 	(c)	“Change of Control Transaction” shall mean the closing of the
transaction constituting the Change of Control, which shall include,
for purposes of the events described in Section 12.2(a)(iii), above,
the consummation of the merger or consolidation approved by the
Company’s stockholders.
	 
	12.3	(a)	Section 9.1 is deleted and the following is inserted in lieu thereof:
	 
	 	 	“The Plan shall be administered by the Compensation Committee which
shall have full authority to interpret the Plan, to establish rules
and regulations relating to the Plan, and to make all other
determinations and take all other actions necessary or appropriate
for the proper administration of the Plan. No member of the
Compensation Committee, other than a Continuing Director, shall be
eligible to participate in the Plan.”
	 
	 	(b)	New Section 6.3 is inserted as follows:
	 
	 	 	Payment of Benefits Upon the Occurrence of a Change of Control
Transaction.
	 
	 	 	(a)	Upon the occurrence of a Change of Control
Transaction (as defined in Section 12.2(c) above), in the
event that a Director retires or is otherwise separated from
Service or a Director has previously retired or otherwise
separated from Service and is, as of the date of the signing
of any Change of Control Agreement (as hereinafter defined)
receiving installment payments under the Plan, all retirement
benefits hereunder shall, unless a Director has elected
otherwise with respect to the time of payment in respect of a
Change of Control, become payable in a lump sum on the 30th
day after the later to occur of (i) the date of the Change of
Control Transaction and (ii) the date of any such retirement
or separation.



 






 


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	 	(b)	 	During the period of ten days after the signing
of any agreement (a “Change of Control Agreement”) by the
Company that would, upon the consummation of the transactions
contemplated therein, result in a Change of Control, a
Director shall be provided with the opportunity to elect to
receive payment of the amounts provided to him or her under
this Plan in installment payments, payable in accordance with
Section 6.1, above.
	 
	 	(c)	 	In the event that a Director does not elect to
receive the payment of his or her benefits in installment
payments, the Director’s lump sum payment as provided for
hereunder shall be calculated using the actuarial assumptions
set forth on Exhibit A attached hereto.




	 	(c)	 	In Section 11.3, all references to “Compensation Committee”
are deleted and in lieu thereof is inserted the phrase “trustee
under the trust, created pursuant to Section 8.1”.
	 
	 	(d)	 	Section 11.4 is deleted.
	 
	 	(e)	 	Section 11.5 is deleted.
	 
	 	(f)	 	New Section 11.11 is inserted as follows:
	 
	 	 	 	“Notwithstanding any other provisions of the Plan to the contrary:




	 	(i)	 	the accrued benefit hereunder of any Eligible
Director as of the date of a Change of Control may not be
reduced;
	 
	 	(ii)	 	any Service accrued by an Eligible Director as of
the date of a Change of Control cannot be reduced;
	 
	 	(iii)	 	no amendment or action of the Compensation
Committee which affects any Eligible Director is valid and
enforceable without the prior written consent of such Eligible
Director; and
	 
	 	(iv)	 	no termination of the Plan shall have the effect
of reducing any benefits accrued under the Plan prior to such
termination.”



Adopted by the Board of Directors on March 12, 1984 and amended on December 9,
1986, March 12, 1990, December 8, 1999 and December 3, 2002.


 






 


9



EXHIBIT A



ASSUMPTIONS



The assumptions to be used are those specified under Section 417(e) of the
Internal Revenue Code of 186, as amended, which assumptions are the minimum
lump sum factors permitted to be used for calculating pension benefits under
qualified defined benefit plans.



	 	 	 
	Benefit:	 	
Lump sum payment of unreduced benefit deferred to age 55,
increased to reflect the 50% joint and survivor form.
	 	 	 
	Mortality Rates:	 	
The 1983 Group Annuity Mortality (1983 GAM) blend of 50%
male and 50% female rates.
	 	 	 
	Interest Rate:	 	
10-year treasury rate on the first day of the fourth
quarter of the calendar year immediately prior to the
date on which the Director retires or otherwise separates
from Service.