1 EXHIBIT 2.2 FORM OF ESCROW AGREEMENT Escrow Agreement (the "Escrow Agreement") dated as of [ ], 1996 among HUBBELL INCORPORATED, a Connecticut corporation ("Hubbell"), FARGO MFG. COMPANY, INC., a New York corporation ("Fargo"), Jack F. Myers in his...Escrow Agreement • December 18th, 1996 • Hubbell Inc • Electric lighting & wiring equipment • New York
Contract Type FiledDecember 18th, 1996 Company Industry Jurisdiction
Exhibit 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 1995 • Hubbell Inc • Electric lighting & wiring equipment
Contract Type FiledOctober 4th, 1995 Company Industry
AmongCredit Agreement • October 21st, 2004 • Hubbell Inc • Electric lighting & wiring equipment • New York
Contract Type FiledOctober 21st, 2004 Company Industry Jurisdiction
andRights Agreement • December 17th, 1998 • Hubbell Inc • Electric lighting & wiring equipment • Connecticut
Contract Type FiledDecember 17th, 1998 Company Industry Jurisdiction
TRUST AGREEMENT TRUST AGREEMENTTrust Agreement • March 15th, 2005 • Hubbell Inc • Electric lighting & wiring equipment • New York
Contract Type FiledMarch 15th, 2005 Company Industry Jurisdiction
andIndenture • June 18th, 2002 • Hubbell Inc • Electric lighting & wiring equipment • New York
Contract Type FiledJune 18th, 2002 Company Industry Jurisdiction
TRUST AGREEMENT TRUST AGREEMENTTrust Agreement • March 15th, 2005 • Hubbell Inc • Electric lighting & wiring equipment • New York
Contract Type FiledMarch 15th, 2005 Company Industry Jurisdiction
1 EXHIBIT 3(c) AMENDMENT TO RIGHTS AGREEMENT Pursuant to Section 27 of the Rights Agreement, dated as of December 8, 1998 (the "Agreement"), between Hubbell Incorporated, a Connecticut corporation (the "Company"), and ChaseMellon Shareholder Services,...Rights Agreement • November 12th, 1999 • Hubbell Inc • Electric lighting & wiring equipment
Contract Type FiledNovember 12th, 1999 Company Industry
WITNESSETH:Escrow Agreement • May 10th, 2002 • Hubbell Inc • Electric lighting & wiring equipment • New York
Contract Type FiledMay 10th, 2002 Company Industry Jurisdiction
HUBBELL INCORPORATED 2.300% Senior Notes due 2031 Underwriting AgreementHubbell Inc • March 4th, 2021 • Electronic components & accessories • New York
Company FiledMarch 4th, 2021 Industry JurisdictionThis free writing prospectus relates only to the securities described below and should be read together with Hubbell Incorporated’s preliminary prospectus supplement dated March 3, 2021 (the “Preliminary Prospectus Supplement”), the accompanying prospectus dated May 16, 2019 and the documents incorporated and deemed to be incorporated by reference therein.
HUBBELL INCORPORATED and COMPUTERSHARE INC. as Rights Agent Second Amended and Restated Rights Agreement Dated as of December 23, 2015Rights Agreement • December 23rd, 2015 • Hubbell Inc • Electronic components & accessories • New York
Contract Type FiledDecember 23rd, 2015 Company Industry JurisdictionThis SECOND AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of December 23, 2015 (this “Agreement”), amending and restating the Amended and Restated Rights Agreement, dated as of December 17, 2008 (the “First Amended and Restated Rights Agreement”), which amended and restated the Rights Agreement, dated as of December 9, 1998, as amended (the “Original Agreement”), between Hubbell Incorporated, a Connecticut corporation (the “Company”), and Computershare Inc. (successor to Mellon Investor Services LLC and ChaseMellon Shareholder Services, L.L.C.), a Delaware corporation, as rights agent (the “Rights Agent”).
dated as ofStock and Asset Purchase Agreement • May 10th, 2002 • Hubbell Inc • Electric lighting & wiring equipment • New York
Contract Type FiledMay 10th, 2002 Company Industry Jurisdiction
EXHIBIT 10.2 CONTINUITY AGREEMENT This Agreement (the "Agreement") is dated as of March 14, 2005 by and between HUBBELL INCORPORATED, a Connecticut corporation (the "Company"), and GREGORY F. COVINO (the "Executive"). WHEREAS, the Company's Board of...Continuity Agreement • March 15th, 2005 • Hubbell Inc • Electric lighting & wiring equipment • Connecticut
Contract Type FiledMarch 15th, 2005 Company Industry Jurisdiction
TERM LOAN AGREEMENT Dated as of January 31, 2018 Among HUBBELL INCORPORATED, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A. and HSBC SECURITIES (USA) INC., as Syndication AgentsAssignment and Assumption • January 31st, 2018 • Hubbell Inc • Electronic components & accessories • Delaware
Contract Type FiledJanuary 31st, 2018 Company Industry JurisdictionTERM LOAN AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) dated as of January 31, 2018, among HUBBELL INCORPORATED, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
CREDIT AGREEMENT Dated as of December 16, 2015 Among HUBBELL INCORPORATED, HUBBELL POWER HOLDINGS S.À R.L., HARVEY HUBBELL HOLDINGS S.À R.L., THE LENDERS PARTY HERETO, THE ISSUING BANKS PARTY HERETO, HSBC BANK USA, NATIONAL ASSOCIATION and BANK OF...Credit Agreement • December 21st, 2015 • Hubbell Inc • Electronic components & accessories • New York
Contract Type FiledDecember 21st, 2015 Company Industry JurisdictionCREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) dated as of December 16, 2015, among HUBBELL INCORPORATED, HUBBELL POWER HOLDINGS S.À R.L., HARVEY HUBBELL HOLDINGS S.À R.L., the Lenders party hereto, the Issuing Banks party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 14th, 2020 • Hubbell Inc • Electronic components & accessories • Connecticut
Contract Type FiledFebruary 14th, 2020 Company Industry JurisdictionJuly 1, 2019 (the “Effective Date”), by and between Hubbell Incorporated, a Connecticut corporation (the “Company”), and Katherine A. Lane (the “Executive”).
CONTINUITY AGREEMENTContinuity Agreement • July 28th, 2008 • Hubbell Inc • Electric lighting & wiring equipment • Connecticut
Contract Type FiledJuly 28th, 2008 Company Industry JurisdictionThis Agreement (the “Agreement”) is dated as of July 1, 2008 by and between HUBBELL INCORPORATED, a Connecticut corporation (the “Company”), and Darrin S. Wegman (the “Executive”).
HUBBELL INCORPORATED RESTRICTED STOCK AWARD AGREEMENT HUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN, AS AMENDED AND RESTATEDRestricted Stock Award Agreement • February 8th, 2024 • Hubbell Inc • Electronic components & accessories
Contract Type FiledFebruary 8th, 2024 Company IndustryAs noted in your Award notification letter, effective on the Grant Date you have been granted the number of shares of Restricted Stock of Hubbell Incorporated (the “Company”) set forth in the Award notification letter, in accordance with the provisions of the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated (the “Plan”) and subject to the restrictions, terms and conditions set forth in this Agreement. 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.
CREDIT AGREEMENT Dated as of January 31, 2018 Among HUBBELL INCORPORATED, HUBBELL POWER HOLDINGS S.à r.l., HARVEY HUBBELL HOLDINGS S.à r.l., THE LENDERS PARTY HERETO, THE ISSUING BANKS PARTY HERETO, BANK OF AMERICA, N.A. and HSBC SECURITIES (USA)...Credit Agreement • January 31st, 2018 • Hubbell Inc • Electronic components & accessories • Delaware
Contract Type FiledJanuary 31st, 2018 Company Industry JurisdictionCREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) dated as of January 31, 2018, among HUBBELL INCORPORATED, HUBBELL POWER HOLDINGS S.À R.L., HARVEY HUBBELL HOLDINGS S.À R.L., the Lenders party hereto, the Issuing Banks party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
HUBBELL INCORPORATED, as Issuer AND THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 2, 2008 To INDENTURE Dated as of September 15, 1995Indenture • June 2nd, 2008 • Hubbell Inc • Electric lighting & wiring equipment • New York
Contract Type FiledJune 2nd, 2008 Company Industry JurisdictionFIRST SUPPLEMENTAL INDENTURE (as hereinafter defined, the “First Supplemental Indenture”), dated as of June 2, 2008, between HUBBELL INCORPORATED, a Connecticut corporation (the “Company”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
AMENDMENT TO CONTINUITY AGREEMENTContinuity Agreement • March 15th, 2005 • Hubbell Inc • Electric lighting & wiring equipment
Contract Type FiledMarch 15th, 2005 Company Industry
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 8th, 2024 • Hubbell Inc • Electronic components & accessories • Connecticut
Contract Type FiledFebruary 8th, 2024 Company Industry JurisdictionThis Change in Control Severance Agreement (the “Agreement”) is dated as of July 1, 2023 (the “Effective Date”), by and between Hubbell Incorporated, a Connecticut corporation (the “Company”), and Gregory A. Gumbs (the “Executive”).
HUBBELL INCORPORATED STOCK APPRECIATION RIGHTS AGREEMENT HUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN, AS AMENDED AND RESTATEDHubbell Incorporated • February 8th, 2024 • Hubbell Inc • Electronic components & accessories
Contract Type FiledFebruary 8th, 2024 Company IndustryAs noted in your Award notification letter, effective on the Grant Date you have been granted the number of Stock Appreciation Rights (the “Rights”) set forth in the Award notification letter. Each Right entitles you to the positive difference, if any, between the “Base Price” designated in the Award notification letter and the Fair Market Value of a share of Common Stock, par value $0.01 per share (the “Common Stock”) of Hubbell Incorporated (the “Company”) on the date of exercise (the “Spread”), in accordance with the provisions of the Award notification letter, this Agreement setting forth terms and conditions to the Award, and the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated (the “Plan”). 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 m
AMENDED AND RESTATED CONTINUITY AGREEMENTAmended and Restated Continuity Agreement • February 25th, 2008 • Hubbell Inc • Electric lighting & wiring equipment • Connecticut
Contract Type FiledFebruary 25th, 2008 Company Industry JurisdictionThis Agreement (the “Agreement”) is dated as of November 1, 2007 by and between HUBBELL INCORPORATED, a Connecticut corporation (the “Company”), and Gary N. Amato (the “Executive”).
ARTICLE I AMENDMENTSAgreement and Plan of Merger • January 9th, 1997 • Hubbell Inc • Electric lighting & wiring equipment • New York
Contract Type FiledJanuary 9th, 1997 Company Industry Jurisdiction
HUBBELL INCORPORATED and MELLON INVESTOR SERVICES LLC as Rights Agent Amended and Restated Rights Agreement Dated as of December 17, 2008Rights Agreement • December 17th, 2008 • Hubbell Inc • Electric lighting & wiring equipment • New York
Contract Type FiledDecember 17th, 2008 Company Industry JurisdictionThis Amended and Restated Rights Agreement, dated as of December 17, 2008 (“Agreement”), amending and restating the Rights Agreement, dated as of December 9, 1998, as amended (the “Original Agreement”), between Hubbell Incorporated, a Connecticut corporation (the “Company”), and Mellon Investor Services LLC (successor to ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
Exhibit 4d EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated May 15, 2002 (this "Agreement") is entered into by and among Hubbell Incorporated, a Connecticut corporation (the "Company"), and J.P. Morgan Securities...Registration Rights Agreement • June 18th, 2002 • Hubbell Inc • Electric lighting & wiring equipment • New York
Contract Type FiledJune 18th, 2002 Company Industry Jurisdiction
ContractHubbell Incorporated Restricted Stock • February 16th, 2017 • Hubbell Inc • Electronic components & accessories
Contract Type FiledFebruary 16th, 2017 Company IndustryHUBBELL INCORPORATED RESTRICTED STOCK AWARD AGREEMENTHUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN, AS AMENDED AND RESTATED Grant Date: __________________________________________________________________________________As noted in your Award notification letter, effective on the Grant Date you have been granted the number of shares of Restricted Stock of Hubbell Incorporated (the “Company”) set forth in the Award notification letter, in accordance with the provisions of the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated (the “Plan”) and subject to the restrictions, terms and conditions set forth in this Agreement. 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. Until vested, t
IRREVOCABLE PROXYIrrevocable Proxy • August 24th, 2015 • Hubbell Inc • Electronic components & accessories • Connecticut
Contract Type FiledAugust 24th, 2015 Company Industry JurisdictionThis IRREVOCABLE PROXY (this “Irrevocable Proxy”), is made and entered into as of August 23, 2015, by and between Hubbell Incorporated, a Connecticut corporation (the “Company”), and the Bessemer Trust Company, N.A., in its capacity as trustee (together with any successors as trustee, the “Trustee”) of the Roche Trust and the Hubbell Trust (together with the Roche Trust, the “Trusts”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Reclassification Agreement.
HUBBELL INCORPORATED, as Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of March 12, 2021 To INDENTURE Dated as of September 15, 1995Indenture • March 12th, 2021 • Hubbell Inc • Electronic components & accessories • New York
Contract Type FiledMarch 12th, 2021 Company Industry JurisdictionSIXTH SUPPLEMENTAL INDENTURE, dated as of March 12, 2021 (this “Sixth Supplemental Indenture”), between HUBBELL INCORPORATED, a Connecticut corporation (and any person that succeeds thereto, and is substituted therefor, under the terms of the Indenture (as defined below), the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
Exhibit 2.2 AMENDMENT NO. 1 TO STOCK AND ASSET PURCHASE AGREEMENT AMENDMENT No. 1 (this "Amendment") dated as of April 26, 2002, by and between JUSI Holdings, Inc., a Delaware corporation ("JUSI"), and Hubbell Incorporated, a Connecticut corporation...Stock and Asset Purchase Agreement • May 10th, 2002 • Hubbell Inc • Electric lighting & wiring equipment
Contract Type FiledMay 10th, 2002 Company Industry
EXECUTION COPY TAX SHARING AND INDEMNIFICATION AGREEMENT effective as of March 19, 2002, by and among U.S. Industries, Inc., a Delaware corporation ("PARENT"), JUSI Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the...Sharing and Indemnification Agreement • May 10th, 2002 • Hubbell Inc • Electric lighting & wiring equipment
Contract Type FiledMay 10th, 2002 Company Industry
ContractHubbell Incorporated Stock Appreciation • February 16th, 2017 • Hubbell Inc • Electronic components & accessories
Contract Type FiledFebruary 16th, 2017 Company IndustryHUBBELL INCORPORATED STOCK APPRECIATION RIGHTS AGREEMENTHUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN, AS AMENDED AND RESTATED Base Price: Grant Date: As noted in your Award notification letter, effective on the Grant Date you have been granted the number of Stock Appreciation Rights (the “Rights”) set forth in the Award notification letter. Each Right entitles you to the positive difference, if any, between the Base Price designated in the Award notification letter and the Fair Market Value of a share of Common Stock, par value $0.01 per share (the “Common Stock”) of Hubbell Incorporated (the “Company”) on the date of exercise (the “Spread”), in accordance with the provisions of the Award notification letter, this Agreement setting forth terms and conditions to the Award, and the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated (the “Plan”). By electronically acknowledging and accepting this Award, you agree to be bound by the terms and conditions herein, the
ContractHubbell Incorporated Performance Based Restricted Stock Award Agreement • February 19th, 2015 • Hubbell Inc • Electronic components & accessories
Contract Type FiledFebruary 19th, 2015 Company IndustryHUBBELL INCORPORATED PERFORMANCE BASED RESTRICTED STOCK AWARD AGREEMENTHUBBELL INCORPORATED 2005 INCENTIVE AWARD PLAN, AS AMENDED AND RESTATED Grant Date: As noted in your Award notification letter, effective on the Grant Date you have been granted the number of shares of Performance Based Restricted Stock of Hubbell Incorporated (the “Company”) set forth in the Award notification letter, in accordance with the provisions of the Hubbell Incorporated 2005 Incentive Award Plan, as amended and restated (the “Plan”) and subject to the restrictions, terms and conditions set forth in this Agreement. 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. Until vested, the Performance Based Restricted Stock shall be su
ContractHubbell Inc • October 18th, 2013 • Electronic components & accessories • New York
Company FiledOctober 18th, 2013 Industry JurisdictionTHIS AMENDMENT No. 1 (“Amendment”) is made as of March 7, 2013 by and among Hubbell Incorporated (the “Company”), Hubbell Cayman Limited, Hubbell Investments Limited (together with the Company and Hubbell Cayman Limited, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement, dated as of October 20, 2011 (the “Credit Agreement”), by and among the Borrowers, the Lenders and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement as amended hereby.