8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 3, 2010

Thomas & Betts Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Tennessee	1-4682	22-1326940
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
8155 T&B Boulevard, Memphis, Tennessee		38125
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 901-252-8000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Material amendment to a compensatory contract

On March 3, 2010, the Board of Directors of Thomas & Betts Corporation (the "Company") approved the amendment of the Termination Protection Agreements previously provided to William E. Weaver, Jr. and Imad Hajj. The Amendments change the Average Bonus, as defined, to match the average bonus percentages applicable to their promotions reported earlier. Mr. Weaver’s applicable percentage changed from 55% to 65% of the annual rate of base salary for the calendar year prior to the termination or change in control and Mr. Hajj’s applicable percentage changed from 55% to 60% of the annual rate of base salary for the calendar year prior to the termination or change in control.

Copies of the First Amendment to Termination Protection Agreement for William E. Weaver, Jr. and First Amendment to Termination Protection Agreement for Imad Hajj are attached as Exhibit 10.1 and 10.2, respectively, to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 First Amendment to Termination Protection Agreement for William E. Weaver, Jr.
10.2 First Amendment to Termination Protection Agreement for Imad Hajj

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Thomas & Betts Corporation
March 4, 2010	By:	W. David Smith, Jr,
		Name: W. David Smith, Jr,
		Title: Assistant General Counsel and Assistant Secretary

Exhibit Index

Exhibit No.	Description
10.1	First Amendment to Termination Protection Agreement for William E. Weaver, Jr.
10.2	First Amendment to Termination Protection Agreement for Imad Hajj

EX-10.1

FIRST AMENDMENT TO TERMINATION PROTECTION AGREEMENT

WHEREAS, a Termination Protection Agreement (the “Agreement”) was entered into effective December 3, 2008 between Thomas & Betts Corporation and its successors and assigns (the “Company”) and William E. Weaver, Jr. (“Executive”).

WHEREAS, the Company and Executive amended and restated the Agreement December 30, 2008 in order to clarify certain of its provisions that are governed by, or are otherwise subject to, Sections 162(m) and 409A of the Code; and

WHEREAS, the Company and Executive mutually consent to the following amendment to Schedule A effective December 2, 2009 to reflect an increase in Executive’s grade;

NOW, THEREFORE, the Company and Executive hereby agree as follows:

The definition of “Average Bonus” in Schedule A to the Agreement shall be replaced with the following:

“Average Bonus” means the greater of (i) Executive’s target bonus for the calendar year immediately prior to the calendar year in which the earlier of the Termination Date or the Change in Control occurs, or (ii) the highest bonus paid or payable to Executive in respect of any of the five (5) calendar years (annualized with respect to any such calendar year for which Executive has been employed for only a portion thereof) immediately prior to the calendar year in which the earlier of the Termination Date or the Change in Control occurs. Notwithstanding the foregoing, effective with respect to a Termination Date or Change in Control (whichever is earlier) occurring on or after January 1, 2010, if Executive is or ever has been a “covered employee” (within the meaning of Section 162(m) of the Code), the amount described in clause (i), above, shall cease to apply, and shall be replaced by the phrase, “65% of Executive’s annual rate of base salary for the calendar year immediately prior to the calendar year in which the earlier of the Termination Date or the Change in Control occurs.”

IN WITNESS WHEREOF, the parties have executed this Agreement on the        day of      , 2010.

THOMAS & BETTS CORPORATION
By:
	Name Title
	William E. Weaver, Jr.

FIRST AMENDMENT TO TERMINATION PROTECTION AGREEMENT

WHEREAS, a Termination Protection Agreement (the “Agreement”) was entered into between Imad Hajj (“Executive”) and Thomas and Betts Corporation and its successors and assigns (the “Company”) effective October 2, 2006;

WHEREAS, the Company and Executive mutually consented to the amendment and restatement of the Agreement, effective October 2, 2006, to reflect the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the related final Treasury Department regulations;

WHEREAS, the Company and Executive amended and restated the Agreement further in December 2008, in order to clarify certain of its provisions that are governed by, or are otherwise subject to, Sections 162(m) and 409A of the Code; and

WHEREAS, the Company and Executive mutually consent to the following amendment to Schedule A effective December 2, 2009 to reflect an increase in Executive’s grade;

NOW, THEREFORE, the Company and Executive agree as follows:

The definition of “Average Bonus” in Schedule A to the Agreement shall be replaced with the following:

“Average Bonus” means the greater of (i) Executive’s target bonus for the calendar year immediately prior to the calendar year in which the earlier of the Termination Date or the Change in Control occurs, or (ii) the highest bonus paid or payable to Executive in respect of any of the five (5) calendar years (annualized with respect to any such calendar year for which Executive has been employed for only a portion thereof) immediately prior to the calendar year in which the earlier of the Termination Date or the Change in Control occurs. Notwithstanding the foregoing, effective with respect to a Termination Date or Change in Control (whichever is earlier) occurring on or after January 1, 2010, if Executive is or ever has been a “covered employee” (within the meaning of Section 162(m) of the Code), the amount described in clause (i), above, shall cease to apply, and shall be replaced by the phrase, “60% of Executive’s annual rate of base salary for the calendar year immediately prior to the calendar year in which the earlier of the Termination Date or the Change in Control occurs.”

IN WITNESS WHEREOF, the parties have executed this Agreement on the        day of      , 2010.

THOMAS & BETTS CORPORATION
By:
	Name Title
	Imad Hajj