ITEM 5.02 APPOINTMENT OF PRINCIPAL OFFICERS
(c) On May 6, 2009, the Board of Directors of Thomas & Betts Corporation
appointed Charles L. Treadway as an executive officer, effective immediately.
Mr. Treadway joined the Company as Senior Vice President, Group President -
Electrical on March 16, 2009.
Mr. Treadway serves with an annual base salary of $410,000, and he
participates in the Company's management incentive plan with a target incentive
of 65% of his base compensation. For 2009, Mr. Treadway will receive a
guaranteed, full-year incentive equal to the greater of actual percentage earned
under the plan or target. He will also participate in the Company's perquisite
allowance; long-term equity incentive plan; receive a Termination Protection
Agreement and an Indemnification Agreement from the Company; as well as
participate in the Company's executive retirement plan - each commensurate with
his appointment. On his date of hire, Mr. Treadway was granted 8,222 restricted
shares of the Company's stock, and stock option grants totaling 46,104 shares.
The restricted shares vest on the third anniversary of the grant; and the stock
option grants vest in equal annual installments over three years.
The Company has also agreed to pay reasonable costs and expenses associated
with relocating Mr. Treadway and his family to Memphis, including, to the extent
necessary, reimbursement for dual mortgage costs and loss on the sale of his
current residence. In the event Mr. Treadway leaves the Company within three
years, he will have to repay the Company for any reimbursements associated with
the sale of his current residence.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Termination Protection Agreement, effective May 6, 2009, between Charles
L. Treadway and Thomas & Betts Corporation.
10.2 Amended and Restated Thomas & Betts Corporation Indemnification Agreement
(Incorporated by reference to Items 1.01 and 5.02 of the Registrant's
Current Report on Form 8-K dated September 11, 2007).