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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 |
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
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. |
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 | % |
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 |