CONTINUITY AGREEMENT



 



Exhibit 10aa



CONTINUITY AGREEMENT


     
This Agreement (the “Agreement”) is
dated as of December 27, 1999 by and between HUBBELL
INCORPORATED, a Connecticut corporation (the
“Company”), and William R. Murphy (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








 



2



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 and 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









 


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(iii)  the conviction of, or plea 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 Executive’s 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.
    









 


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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 Executive’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 in 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 three 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 third 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 the 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 could 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
to the named Executive. If, after the receipt by the Executive
of an amount advanced 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 to
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 Agreements 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, 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
	 	 	 	

 

	 
	 	/s/  W. R. Murphy              3/22/00
 
	 	

 
	 	Executive
 
	 
	 
	 	23 Meadowbrook Road
 
	 	

 
	 
	 	Madison, CT 06443
 
	 	

 
	 	Address