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Hubbell Inc – ‘10-K’ for 12/31/15 – ‘EX-10.13’

On:  Thursday, 2/18/16, at 8:35am ET   ·   For:  12/31/15   ·   Accession #:  1628280-16-11342   ·   File #:  1-02958

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/18/16  Hubbell Inc                       10-K       12/31/15  145:16M                                    Workiva Inc Wde… FA01/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.26M 
 4: EX-10.12    Material Contract                                   HTML     47K 
 5: EX-10.13    Material Contract                                   HTML     54K 
 6: EX-10.15    Material Contract                                   HTML     45K 
 7: EX-10.16    Material Contract                                   HTML    146K 
 8: EX-10.18    Material Contract                                   HTML    201K 
 9: EX-10.19    Material Contract                                   HTML    173K 
10: EX-10.20    Material Contract                                   HTML    138K 
11: EX-10.31    Material Contract                                   HTML    102K 
12: EX-10.32    Material Contract                                   HTML    103K 
13: EX-10.33    Material Contract                                   HTML    103K 
14: EX-10.34    Material Contract                                   HTML    103K 
 2: EX-10.5     Material Contract                                   HTML    132K 
 3: EX-10.9(A)  Material Contract                                   HTML     35K 
15: EX-21.1     Subsidiaries List                                   HTML     51K 
16: EX-23.1     Consent of Experts or Counsel                       HTML     35K 
17: EX-31.1     Certification -- §302 - SOA'02                      HTML     44K 
18: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
19: EX-32.1     Certification -- §906 - SOA'02                      HTML     39K 
20: EX-32.2     Certification -- §906 - SOA'02                      HTML     39K 
27: R1          Document and Entity Information                     HTML     63K 
28: R2          Consolidated Statement of Income                    HTML     84K 
29: R3          Consolidated Statement of Comprehensive Income      HTML     65K 
30: R4          Consolidated Statement of Comprehensive Income      HTML     45K 
                (Parenthetical)                                                  
31: R5          Consolidated Balance Sheet                          HTML    131K 
32: R6          Consolidated Balance Sheet (Parenthetical)          HTML     46K 
33: R7          Consolidated Statement of Cash Flows                HTML    134K 
34: R8          Consolidated Statement of Changes in Equity         HTML     88K 
35: R9          Consolidated Statement of Changes in Equity         HTML     38K 
                (Parenthetical)                                                  
36: R10         Significant Accounting Policies                     HTML     88K 
37: R11         Business Acquisitions                               HTML     57K 
38: R12         Receivables and Allowances                          HTML     52K 
39: R13         Inventories                                         HTML     49K 
40: R14         Goodwill and Other Intangible Assets                HTML     87K 
41: R15         Investments                                         HTML     83K 
42: R16         Property, Plant and Equipment                       HTML     53K 
43: R17         Other Accrued Liabilities                           HTML     46K 
44: R18         Other Non-Current Liabilities                       HTML     47K 
45: R19         Retirement Benefits                                 HTML    386K 
46: R20         Debt                                                HTML     67K 
47: R21         Income Taxes                                        HTML    137K 
48: R22         Financial Instruments                               HTML     41K 
49: R23         Fair Value Measurement                              HTML    122K 
50: R24         Commitments and Contingencies                       HTML     48K 
51: R25         Capital Stock                                       HTML     98K 
52: R26         Stock-Based Compensation                            HTML    139K 
53: R27         Earnings Per Share                                  HTML     63K 
54: R28         Accumulated Other Comprehensive Loss                HTML    116K 
55: R29         Industry Segments and Geographic Area Information   HTML    142K 
56: R30         Guarantees                                          HTML     48K 
57: R31         Restructuring Costs                                 HTML    109K 
58: R32         Subsequent Events                                   HTML     41K 
59: R33         Quarterly Financial Data (Unaudited)                HTML     98K 
60: R34         Valuation and Qualifying Accounts and Reserves      HTML     93K 
61: R35         Significant Policies (Policies)                     HTML    154K 
62: R36         Business Acquisitions (Table)                       HTML     42K 
63: R37         Receivables and Allowances (Table)                  HTML     49K 
64: R38         Inventory (Tables)                                  HTML     47K 
65: R39         Goodwill and Other Intangible Assets (Tables)       HTML     80K 
66: R40         Investment (Table)                                  HTML     77K 
67: R41         Property, Plant and Equipment (Table)               HTML     49K 
68: R42         Other Accrued Liabilities (Table)                   HTML     45K 
69: R43         Other Non-Current Liabilities (Table)               HTML     45K 
70: R44         Retirement Benefits (Tables)                        HTML    376K 
71: R45         Debt (Tables)                                       HTML     50K 
72: R46         Income Taxes (Tables)                               HTML    127K 
73: R47         Fair Value Measurement (Tables)                     HTML    100K 
74: R48         Capital Stock (Tables)                              HTML     82K 
75: R49         Stock-Based Compensation (Tables)                   HTML    112K 
76: R50         Earnings Per Share (Tables)                         HTML     59K 
77: R51         Accumulated Other Comprehensive Loss (Tables)       HTML    114K 
78: R52         Industry Segments and Geographic Area Information   HTML    128K 
                (Tables)                                                         
79: R53         Guarantees (Tables)                                 HTML     45K 
80: R54         Restructuring Costs (Tables)                        HTML    110K 
81: R55         Quarterly Financial Data (Unaudited) (Tables)       HTML     92K 
82: R56         Significant Accounting Policies (Details)           HTML     78K 
83: R57         Business Acquisitions - Narrative (Details)         HTML     63K 
84: R58         Business Acquisitions (Details)                     HTML     50K 
85: R59         Receivables and Allowances (Details)                HTML     52K 
86: R60         Inventory (Details)                                 HTML     52K 
87: R61         Goodwill and Other Intangible Assets Goodwill       HTML     49K 
                (Details)                                                        
88: R62         Goodwill and Other Intangible Assets Narrative      HTML     62K 
                (Details)                                                        
89: R63         Other Intangible Assets (Details)                   HTML     51K 
90: R64         Investments - Narrative (Details)                   HTML     50K 
91: R65         Investments - Amortized Cost Basis (Details)        HTML     61K 
92: R66         Investments - Contractual Maturity (Details)        HTML     67K 
93: R67         Property, Plant and Equipment (Details)             HTML     65K 
94: R68         Other Accrued Liabilities (Details)                 HTML     49K 
95: R69         Other Non-Current Liabilities (Details)             HTML     50K 
96: R70         Retirement Benefits Narrative (Details)             HTML    108K 
97: R71         Retirement Benefits Change in Benefit Obligations   HTML    111K 
                and Plan Assets (Details)                                        
98: R72         Retirement Benefits Accumulated Benefit Obligation  HTML     45K 
                In Excess of Plan Assets (Details)                               
99: R73         Retirement Benefits Components of Pension and       HTML    102K 
                Other Benefit Costs (Details)                                    
100: R74         Retirement Benefits Projected Benefit Obligation    HTML     54K  
                Assumptions (Details)                                            
101: R75         Retirement Benefits Assumed Health Care Cost Trend  HTML     43K  
                Rates (Details)                                                  
102: R76         Retirement Benefits One-Percentage-Point Change in  HTML     45K  
                Assumed Health Care Cost Trend Rates (Details)                   
103: R77         Retirement Benefits Combined Targeted and Actual    HTML     50K  
                Domestic and Foreign Pension Plans Weighted                      
                Average Asset Allocation (Details)                               
104: R78         Retirement Benefits Fair Value Pension Plan Assets  HTML    119K  
                (Details)                                                        
105: R79         Retirement Benefits Estimated Future Benefit        HTML     55K  
                Payments (Details)                                               
106: R80         Debt Summary of Long-term Debt (Details)            HTML     46K  
107: R81         Debt Narrative (Details)                            HTML     97K  
108: R82         Debt Other Information Related to Short-term Debt   HTML     40K  
                (Details)                                                        
109: R83         Income Taxes Components of Income Tax Expense       HTML     78K  
                (Details)                                                        
110: R84         Income Taxes Deferred Tax Assets and Liabilities    HTML     91K  
                (Details)                                                        
111: R85         Income Taxes Narrative (Details)                    HTML     74K  
112: R86         Income Taxes Unrecognized Tax Benefits (Details)    HTML     49K  
113: R87         Income Taxes Effective Income Tax Rate              HTML     52K  
                Reconciliation (Details)                                         
114: R88         Fair Value Measurement Narrative (Details)          HTML     85K  
115: R89         Fair Value Measurement Fair Value Hierarchy         HTML     69K  
                (Details)                                                        
116: R90         Fair Value Measurement Derivative Instruments       HTML     43K  
                (Details)                                                        
117: R91         Fair Value Measurement Cash Flow Hedging            HTML     44K  
                Relationships (Details)                                          
118: R92         Commitments and Contingencies (Details)             HTML     70K  
119: R93         Capital Stock Common Stock Outstanding (Details)    HTML     64K  
120: R94         Capital Stock Narrative (Details)                   HTML     99K  
121: R95         Capital Stock Reserved Common Stock (Details)       HTML     48K  
122: R96         Stock-Based Compensation Narrative (Details)        HTML    127K  
123: R97         Stock-Based Compensation Valuation Assumptions      HTML     51K  
                (Details)                                                        
124: R98         Stock-Based Compensation Restricted Stock Option    HTML     65K  
                Activity (Details)                                               
125: R99         Stock-Based Compensation Stock Appreciation RIghts  HTML     83K  
                (Details)                                                        
126: R100        Stock-Based Compensation Fair Value Assumptions     HTML     63K  
                (Details)                                                        
127: R101        Stock-Based Compensation Performance Shares         HTML     50K  
                Granted During the Period (Details)                              
128: R102        Earnings Per Share (Details)                        HTML     73K  
129: R103        Accumulated Other Comprehensive Loss Changes in     HTML     64K  
                Accumulated Other Comprehensive Loss (Details)                   
130: R104        Accumulated Other Comprehensive Loss                HTML     75K  
                Reclassifications Out of Accumulated Other                       
                Comprehensive Loss (Details)                                     
131: R105        Industry Segments Information (Details)             HTML     93K  
132: R106        Product Class Data (Details)                        HTML     49K  
133: R107        Industry Segments and Geographic Area Information   HTML     61K  
                Geographic Area (Details)                                        
134: R108        Industry Segments and Geographic Area Information   HTML     63K  
                Narrative (Details)                                              
135: R109        Guarantees (Details)                                HTML     43K  
136: R110        Restructuring Costs - By Segment (Details)          HTML     53K  
137: R111        Restructuring Costs - Reserve (Details)             HTML     67K  
138: R112        Restructuring Costs - Summary of Costs (Details)    HTML     59K  
139: R113        Subsequent Events (Details)                         HTML     43K  
140: R114        Quarterly Financial Data (Unaudited) (Details)      HTML     71K  
141: R115        Quarterly Financial Data (Unaudited) (Narrative)    HTML     57K  
                (Details)                                                        
142: R116        Valuation and Qualifying Accounts and Reserves      HTML     56K  
                (Details)                                                        
144: XML         IDEA XML File -- Filing Summary                      XML    239K  
143: EXCEL       IDEA Workbook of Financial Reports                  XLSX    159K  
21: EX-101.INS  XBRL Instance -- hubb-20151231                       XML   4.99M 
23: EX-101.CAL  XBRL Calculations -- hubb-20151231_cal               XML    361K 
24: EX-101.DEF  XBRL Definitions -- hubb-20151231_def                XML   1.09M 
25: EX-101.LAB  XBRL Labels -- hubb-20151231_lab                     XML   2.60M 
26: EX-101.PRE  XBRL Presentations -- hubb-20151231_pre              XML   1.61M 
22: EX-101.SCH  XBRL Schema -- hubb-20151231                         XSD    257K 
145: ZIP         XBRL Zipped Folder -- 0001628280-16-011342-xbrl      Zip    418K  


‘EX-10.13’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  


HUBBELL INCORPORATED
PERFORMANCE SHARE AWARD
HUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN,
AS AMENDED AND RESTATED
Grant Date:   
Performance Period:   
________________________________________________________________________________
As noted in your Award notification letter, effective on the Grant Date Hubbell Incorporated (the “Company”) has granted to you an award (the “Award”) of Performance Shares (the “Performance Shares”) in the amount set forth in your Award notification letter, which is your “target.” Each Performance Share represents the right to receive a share of the Company’s Common Stock (the “Common Stock”) subject to the fulfillment of the conditions set forth below. This Award is made pursuant to the terms of the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated (the “Plan”) and is subject to all of the terms and conditions contained therein. By electronically acknowledging and accepting this Award, you agree to be bound by the terms and conditions herein, the Plan, and any and all conditions established by the Company in connection with Awards issued under the Plan. Defined terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.
On any date, one Performance Share has a value equal to the Fair Market Value of one share of Common Stock. Unless and until a Performance Share is earned, you will have no right to any shares of Common Stock. Prior to actual payment vested Performance Shares represent only an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
The number of Performance Shares actually earned, and therefore the number of shares of Common Stock to be delivered will be measured as of the last day of the Performance Period according to Exhibit A hereto; provided, however, that no Performance Shares shall become earned and payable unless and until the Compensation Committee of the Board of Directors of the Company certifies that the performance criteria set forth on Exhibit A hereto have been met. Notwithstanding the foregoing, the target number of Performance Shares will be considered earned and Common Stock equivalent to the target payable upon a Change in Control or your death or disability while employed with the Company during the Performance Period. “Disability” means that you are unable to perform your duties by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or is expected to last for a continuous period of at least 12 months, as reasonably determined by the Board of Directors in its discretion.
If during the Performance Period your termination of employment is other than by reason of death, disability or Cause on or after age 55 and the sum of your age and service with the Company equals or exceeds 70 (a “retirement”) you will be eligible to receive the number of Performance Shares you would have received if you had not retired prior to the end of the Performance Period multiplied by a fraction, the denominator of which is 36 and the numerator of which is the number of months elapsed during the Performance Period to the date of your retirement. For this purpose “Cause” means (i) misconduct which is reasonably deemed to be prejudicial to the interest of the Company, (ii) utilization or disclosure of confidential information of the Company (or of any other entity learned in the course of your job) for reasons unrelated to your employment with the Company, (iii) willful failure to perform the material duties of your job, (iv) fraud in connection with the business affairs of the Company regardless of whether said conduct is designed to defraud the Company or otherwise, (v) violation of material policies of the Company, (vi) violation of any fiduciary duty owed to the Company, or (vii) conviction of, plea of no contest or guilty to a felony or other crime involving moral turpitude. Cause shall be determined by the Committee (or such officer of the Company as the Committee may delegate such authority) in its sole and exclusive discretion.
In the event of the termination of your employment or service with the Company and all of its Subsidiaries for any reason other than death, disability or retirement, whether such termination is occasioned by you, by the Company or any of its Subsidiaries, with or without Cause or by mutual agreement prior to the last day of the Performance Period, you will forfeit all rights to the Performance Shares.
Once a Performance Share is considered earned and payable, the Company will cause to be issued the appropriate number of shares of Common Stock payable thereunder. Such shares will be issued in book form, unless you request the shares be issued in certificate form. Shares of Common Stock shall be issued within 2 ½ months following the end of the Performance Period, other than in the case of death, Disability or Change in Control, in which case the shares of Common Stock (or in the case of Change in Control the cash equivalent thereof) shall be issued within 10 days following such event.
The Company has the authority to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including your FICA obligation) required by law to be withheld with respect to any taxable event arising from this Award. You may satisfy your tax obligation, in whole or in part, by either: (i) electing to have the Company withhold shares Common Stock otherwise to be delivered with a fair market value equal to the minimum amount of the tax withholding obligation, (ii) surrendering to the Company previously owned shares of Common Stock with a Fair Market Value equal to the minimum amount of t he tax withholding obligation, (iii) withholding from other cash compensation or (iv) paying the amount of the tax withholding obligation directly to the Company in cash; provided, however, that if the tax obligation arises during a period in which you are prohibited from trading under any policy of the Company or by reason of the Exchange Act, then the tax withholding obligation shall automatically be satisfied in accordance with subsection (i) of this paragraph.  
The Performance Shares or any right or interest therein or part thereof are not transferable except by will or the laws of descent and distribution. Until delivery of the Common Stock upon payment of the Performance Shares, you have no rights or privileges of a stockholder of the Company by reason of this Award. Nothing in the Plan or this Agreement shall be interpreted to interfere with or limit in any way the right of the Company or any Subsidiary to terminate your services at any time, nor confer upon you the right to continue in the service of the Company or any Subsidiary.
This Award is granted under and governed by the terms and conditions of the Plan. You acknowledge and agree that the Plan has been introduced voluntarily by the Company and in accordance with its terms it may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of this Award under the Plan is a one-time benefit and does not create any contractual or other right to receive awards of performance shares or other benefits in lieu of performance shares in the future. Future awards of performance shares, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the award, the number of shares and vesting provisions.

EXHIBIT A

The actual number of Performance Shares that may be received will be determined based upon the company’s relative total shareholder return (“TSR”) and net sales growth (“NSG”) performance over the Performance Period as compared to the TSR and NSG for companies who comprise the Standard & Poor’s Capital Goods 900 (the “Index”) over the Performance Period. The number of shares paid out based on the TSR and NSG measures will be determined based on Hubbell’s relative ranking per the following schedule expressing actual award as a percentage of target award. The performance and payouts will be rounded to the nearest percentage.
Performance Measures
Weight
Index
Performance Range
Payout
Total Shareholder Return
50%
S&P Capital Goods 900
> 80th percentile of Index
At 50th percentile of Index At 35th percentile of Index
< 35th percentile of Index
200%
100%
50%
0%

Net Sales Growth(1)
50%
(1) For e\very percentile increase in performance, the payout will increase 3.33%
(2) The payout for Net Sales Growth is further multiplied by the Company’s cumulative net income margin performance over the performance period, as compared to the net income target set by the Company at the beginning of the period utilizing the following schedule:
 
Margin Target
Payout
Net Income Margin Modifier
10.0
%
125
%
9.0
%
100
%
8.0
%
75
%
<8.0%
 
0
%


1


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/08/24  Hubbell Inc.                      10-K       12/31/23  150:17M                                    Workiva Inc Wde… FA01/FA
 2/09/23  Hubbell Inc.                      10-K       12/31/22  145:18M                                    Workiva Inc Wde… FA01/FA
 2/11/22  Hubbell Inc.                      10-K       12/31/21  147:19M                                    Workiva Inc Wde… FA01/FA
 2/11/21  Hubbell Inc.                      10-K       12/31/20  143:18M                                    Workiva Inc Wde… FA01/FA
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Filing Submission 0001628280-16-011342   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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