The Company granted certain restricted stock awards that vest subject to the achievement of a market-based condition (referred to as performance based restricted stock, or PBRS). These awards were granted to certain employees in 2017. No PBRS awards were granted since 2017. 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 are 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 2017 ended on December 31, 2020. The performance condition was met and approximately 18,100 shares vested and were approved by the Compensation Committee in February 2021. The fair value of the shares at vesting was approximately $3.0 million.

Restricted Stock Issued to Non-employee Directors

In 2021, 2020 and 2019, 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 2021, 2020 and 2019, the Company granted 6,741 shares, 7,413 shares, and 8,216 shares, respectively, to non-employee directors.

Restricted Stock Issued to Employees and Non-employee Directors

Activity related to both employee and non-employee restricted stock for the year ended December 31, 2021 is as follows (in thousands, except per share amounts):


	Shares	Weighted Average Grant Date Fair Value/Share
RESTRICTED STOCK AT DECEMBER 31, 2020	222	$	124.77
Shares granted	77	166.46
Shares vested	(103)	122.76
Shares forfeited	(12)	139.98
RESTRICTED STOCK AT DECEMBER 31, 2021	184	$	141.99

The weighted average fair value per share of restricted stock granted in 2021, 2020 and 2019 was $166.46, $145.48 and $127.89, respectively. The total fair value of restricted stock vested in 2021, 2020 and 2019 was $12.6 million, $7.8 million and $8.9 million, respectively.

Stock Appreciation Rights

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.

Activity related to SARs for the year ended December 31, 2021 is as follows (in thousands, except per share amounts):


	Number of Rights	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
OUTSTANDING AT DECEMBER 31, 2020	1,383	$	119.37
Granted	188	163.89
Exercised	(636)	112.50
Forfeited	(26)	141.69
Canceled	(2)	110.15
OUTSTANDING AT DECEMBER 31, 2021	907	$	132.78	7.1 years	$	68,458
EXERCISABLE AT DECEMBER 31, 2021	540	$	118.30	6.0 years	$	48,567

The aggregated intrinsic value of SARs exercised during 2021, 2020 and 2019 was $46.8 million, $20.2 million and $17.8 million, respectively.

The fair value of each SAR award was measured using the Black-Scholes option pricing model.

The following table summarizes the weighted-average assumptions used in estimating the fair value of the SARs granted during the years 2021, 2020 and 2019:


Grant Date	Expected Dividend Yield		Expected Volatility		Risk Free Interest Rate		Expected Term	Weighted Avg. Grant Date Fair Value of 1 SAR
2021	2.4	%	26.5	%	0.6	%	5.5 years	$	29.58
2020	2.5	%	23.5	%	1.3	%	5.5 years	$	24.52
2019	2.7	%	22.7	%	1.8	%	5.5 years	$	21.25

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 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

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.

Performance Shares - Performance and Market Conditions

In February 2020 and December 2018, the Company granted 63,868 and 60,008 shares, respectively 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's 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 a multiple of up to 1.5 or 1.2, depending on the award year.

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 which includes an assessment of the performance achieved to date. The weighted average fair value per share was $151.78 for the awards granted in 2020 and $98.80 for the awards granted in 2018.


Grant Date	Shares Outstanding at 12/31/2021	Fair Value		Performance Period	Payout Range
2020	46,374	$	151.78	Jan 2020-Dec 2022	0-200% + up to a multiple of 150x
2018	40,623	$	98.80	Jan 2019-Dec 2021	0-200% + up to a multiple of 120x

Performance Shares - Market Condition

In February 2021, approximately 16,100 shares vested related to the performance awards granted in December 2017 and were approved by the Compensation Committee. The performance period associated with this award was from January 1, 2018 through December 31, 2020 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 2021 was based upon achieving 87% of the market based criteria and the fair value of the awards at vesting was approximately $2.6 million.

In February 2021, the Company granted 15,741 performance shares that will vest subject to a market condition and service condition through the performance period. The market condition associated with the awards is the Company's total shareholder return ("TSR") compared to the TSR generated by the companies that comprise the S&P Capital Goods 900 index over a three year performance period. Performance at target will result in vesting and issuance of the number of performance shares granted, equal to 100% payout. Performance below or above target can result in issuance in the range of 0%-200% of the number of shares granted. Expense is recognized irrespective of the market condition being achieved.

The fair value of the performance share awards with a market condition for the 2021 grant was determined based upon a lattice model. The following table summarizes the related assumptions used to determine the fair values of the performance share awards with a market condition granted during February 2021:

Grant Date

Stock Price on Measurement Date

Dividend Yield

Expected Volatility

Risk Free Interest Rate

Expected Term

Weighted Avg. Grant Date Fair Value

February 2021

$163.26

2.4%

40.6%

0.2%

3 years

$198.89

Expected volatilities are based on historical volatilities of the Company's and members of the peer group'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.

Performance Shares - Performance Condition

In February 2021, the Company granted 31,543 performance shares that will vest subject to an internal Company-based performance condition and service requirement.

Fifty percent of these performance 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. Fifty percent of these performance shares granted will vest based on achieved operating profit margin performance 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.

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 and including an assessment of the performance achieved to date. The weighted average fair value per share was $151.92 for the awards granted in 2021.

Grant Date

Fair Value

Performance Period

Payout Range

February 2021

$151.92

Jan 2021 - Dec 2023

0-200%

In December 2017 the Company granted 24,675 performance shares that were subject to a performance condition and service requirement during the performance period of three years. The performance condition associated with the awards was 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 results in vesting and a number of shares earned equal to 100% of shares granted. Performance below or above target results in a number of shares earned in the range of 0%-250% of shares granted. During 2021, approximately 25,000 shares vested as a result of the achievement of the performance metrics, and the fair value of the awards at vesting was approximately $4.8 million.