As of December 31, 2019, the Company had various stock-based awards outstanding which were issued to executives and other key employees. The Company recognizes the grant-date fair value of all stock-based awards to employees over their respective requisite service periods (generally equal to an award’s vesting period), net of estimated forfeitures. A stock-based award is considered vested for expense attribution purposes when the employee’s retention of the award is no longer contingent on providing subsequent service. For those awards that vest immediately upon retirement eligibility, the Company recognizes compensation cost immediately for retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.

The Company’s long-term incentive program for awarding stock-based compensation includes a combination of restricted stock, stock appreciation rights (“SARs”), and performance shares of the Company’s Common Stock pursuant to the Award Plan. Under the Award Plan, the Company may authorize up to 9.7 million shares of Common Stock to settle awards of restricted stock, performance shares, or SARs. The Company issues new shares to settle stock-based awards. In 2019, the Company's grant of stock-based awards, primarily issued in connection with promotions during 2019, included restricted stock and SARs.

Stock-based compensation expense recognized by the Company was $16.4 million in 2019, $24.2 million in 2018 and $22.3 million in 2017, and was lower in 2019 as the Company shifted the timing of its annual grant from the fourth quarter of 2019 to the first quarter of 2020. The total income tax benefit recognized was $2.2 million in 2019, $5.3 million in 2018, and $5.4 million in 2017. The net tax windfall recorded as a result of exercise or vesting (depending on the type of award) was $3.3 million, $2.4 million, and $2.5 million in 2019, 2018 and 2017, respectively. As of December 31, 2019, there was $14.2 million, pretax, of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This cost is expected to be primarily recognized through 2021.

Stock-based compensation expense is recorded in S&A expense as well as Cost of goods sold. Of the total 2019 expense, $15.4 million was recorded to S&A expense and $1.0 million was recorded to Cost of goods sold. In 2018 and 2017, $23.4 million and $21.1 million, respectively, was recorded to S&A expense and $0.8 million and $1.2 million, respectively, was recorded to Cost of goods sold. Stock-based compensation costs capitalized to inventory was $0.2 million in 2019, $0.2 million in 2018 and $0.3 million in 2017.

The Company issues various types of restricted stock awards all of which are considered outstanding at the time of grant, as the award holders are entitled to dividends and voting rights. Unvested restricted stock awards are considered participating securities when computing earnings per share. Restricted stock grants are not transferable and are subject to forfeiture in the event of the recipient’s termination of employment prior to vesting.

Restricted stock awards that vest based upon a service condition are expensed on a straight-line basis over the requisite service period. These awards generally vest in three equal installments on each of the first three anniversaries of the grant date, however in December 2018 and July 2019 the company granted a certain number of these awards that vest on the third year anniversary of the grant date. The fair value of these awards is measured by the average of the high and low trading prices of the Company’s common stock on the most recent trading day immediately preceding the grant date (“measurement date”).

The Company granted certain restricted stock awards that vest subject to the achievement of a market-based condition (referred to a performance based restricted stock, or PBRS). These awards were granted to certain employees in 2016 and 2017. No PBRS awards were granted in 2018 or 2019. PBRS awards are expensed on a straight-line basis over the requisite service period which starts on the date of the grant and ends upon the completion of the performance period. Expense is recognized irrespective of the market condition being achieved.

PBRS awards will be earned if the Company’s relative TSR performance over a three year period is equal to or exceeds the 20th percentile as compared to the TSR of other companies in the S&P Capital Goods 900 Index, and service through the requisite service period or the retirement-eligibility date. If this market-based condition is achieved, the awards will vest at 100% of the number of awards granted. If the market-based condition is not achieved the awards will not vest. The fair value of these awards was determined based upon a lattice model.

The three year performance period for awards granted in 2016 ended on December 31, 2019. The performance condition was met and approximately 19,500 shares vested and were approved by the Compensation Committee in February 2020. The fair value of the shares at vesting was approximately $2.9 million.

In 2019, 2018 and 2017, each non-employee director received a restricted stock grant. These grants are made on the date of the annual meeting of shareholders and vest at the following year’s annual meeting of shareholders, or upon certain other events. The grant is subject to forfeiture if the director’s service terminates prior to the date of the next regularly scheduled annual meeting of shareholders. During 2019, 2018 and 2017, the Company granted 8,216 shares, 9,376 shares, and 8,480 shares, respectively, to non-employee directors.



	Shares		Weighted Average Grant Date Fair Value/Share
RESTRICTED STOCK AT DECEMBER 31, 2018	284		$	108.40
Shares granted	18		127.89
Shares vested	(84	)	105.70
Shares forfeited	(20	)	110.71
RESTRICTED STOCK AT DECEMBER 31, 2019	198		$	110.89

The weighted average fair value per share of restricted stock granted in 2019, 2018 and 2017 was $127.89, $108.74 and $123.39, respectively. The total fair value of restricted stock vested in 2019, 2018 and 2017 was $8.9 million, $8.6 million and $6.6 million, respectively.

SARs grant the holder the right to receive, once vested, the value in shares of the Company's Common Stock equal to the positive difference between the grant price, as determined using the mean of the high and low trading prices of the Company’s Common Stock on the measurement date, and the fair market value of the Company’s Common Stock on the date of exercise. This amount is payable in shares of the Company’s Common Stock. SARs vest and become exercisable in three equal installments during the first three years following the grant date and expire ten years from the grant date.



	Number of Rights		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
OUTSTANDING AT DECEMBER 31, 2018	2,111		$	107.01
Granted	40		129.28
Exercised	(474	)	94.72
Forfeited	(93	)	115.63
Canceled	(12	)	128.32
OUTSTANDING AT DECEMBER 31, 2019	1,572		$	110.66	6.8 Years	$	58,410
EXERCISABLE AT DECEMBER 31, 2019	1,198		$	109.01	6.2 Years	$	46,497



Grant Date	Expected Dividend Yield		Expected Volatility		Risk Free Interest Rate		Expected Term	Weighted Avg. Grant Date Fair Value of 1 SAR
2019	2.7	%	22.7	%	1.8	%	5.5 Years	$	21.25
2018	2.9	%	21.7	%	2.8	%	5.5 Years	$	18.23
2017	2.6	%	18.0	%	2.2	%	5.5 Years	$	17.45

The expected dividend yield was calculated by dividing the Company’s expected annual dividend by the average stock price for the past three months. Expected volatilities are based on historical volatilities of the Company’s stock for a period consistent with the expected term. The expected term of SARs granted was based upon historical exercise behavior of stock options and SARs. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the award.

Performance shares represent the right to receive a share of the Company’s Common Stock subject to the achievement of certain market or performance conditions established by the Company’s Compensation Committee and measured over a three year period. Partial vesting in these awards may occur after separation from the Company for retirement eligible employees. Shares are not vested until approved by the Company’s Compensation Committee.

In December 2018, the Company granted 60,008 shares that will vest subject to a performance condition and service requirement. The number of shares vested is then modified by a market condition as described below.

Thirty-four percent of shares granted will vest based on Hubbell’s compounded annual growth rate of net sales as compared to that of the companies that comprise the S&P Capital Goods 900 index. Thirty-three percent of shares granted will vest based on achieved operating margin performance as compared to internal targets, and thirty-three percent of shares granted will vest based on achieved trade working capital as a percent of net sales as compared to internal targets. Each of these performance conditions is measured over the same three-year performance period. The cumulative result of these performance conditions can result in a number of shares earned in the range of 0% - 200% of the target number of shares granted. That cumulative performance achieved is then further modified based on the Company' three year TSR relative to the companies that constitute the S&P Capital Goods 900 index, to potentially increase or reduce the shares earned by 20%.

The fair value of the award was determined based upon a lattice model. The Company expenses these awards on a straight-line basis over the requisite service period and including an assessment of the performance achieved to date. The weighted average fair value per share was $98.80 for the awards granted in 2018.

In December 2017, the Company granted 24,675 performance shares that will vest subject to a market condition and service through the performance period. The market condition associated with the awards is the Company's TSR compared to the TSR generated by the companies of a reference index over a performance period of three years. Performance at target will result in vesting and a number of shares earned equal to 100% of shares granted. Performance below or above target can result in a number of shares earned in the range of 0%-200% of shares granted. Expense is recognized irrespective of the market condition being achieved.

In February 2020, approximately 17,000 shares vested related to the December 2016 performance award grant and were approved by the Compensation Committee. The performance period associated with this award was from January 1, 2017 through December 31, 2019 and was based upon the Company's TSR compared to the TSR generated by the other companies that comprise the S&P Capital Goods 900 index. The number of shares vested in February 2020 was based upon achieving 72% of the market based criteria and the fair value of the awards at vesting was approximately $2.5 million.



Grant Date	Stock Price on Measurement Date		Dividend Yield		Expected Volatility		Risk Free Interest Rate		Expected Term	Weighted Avg. Grant Date Fair Value
2017	$	127.51	2.4	%	24.7	%	1.9	%	3 Years	$	142.89

Expected volatilities are based on historical volatilities of the Company’s stock over a three year period. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the expected term of the award.

In December 2017 the Company granted 24,675 performance shares that are subject to a performance condition and service requirement during the performance period of three years. The performance condition associated with the awards is based on the Company's relative sales growth compared to the relative sales growth of the companies of a reference index, further adjusted by the Company achieving a target net income margin, each measured over the same three year performance period. Performance at target will result in vesting and a number of shares earned equal to 100% of shares granted. Performance below or above target can result in a number of shares earned in the range of 0%-250% of shares granted.

In May 2019, the Company paid out 47,693 shares related to the December 2015 performance award grant. The performance period associated with this award was from January 1, 2016 through December 31, 2018 and was based upon the Company’s net sales growth compared to the net sales growth by the other companies that comprise the S&P Capital Goods 900 Index. The number of shares vested in May 2019 was based upon achieving 160% of the market-based criteria and the fair value of the awards at vesting was $6.2 million.

The fair value of the award is measured based upon the average of the high and low trading prices of the Company's common stock on the measurement date reduced by the present value of dividends expected to be paid during the requisite service period. The Company expenses these awards on a straight-line basis over the requisite service period, including an assessment of the performance achieved to date.