Exhibit 10.52


SPX Corporation


2002 STOCK
COMPENSATION PLAN


RESTRICTED STOCK AGREEMENT

AWARD


THIS AGREEMENT is made between SPX CORPORATION, a
Delaware corporation (the “Company”), and the Recipient pursuant to the SPX
Corporation 2002 Stock Compensation Plan and related plan documents (the “Plan”)
in combination with an SPX Restricted Stock Summary (the “Award Summary”) to be
displayed at the Fidelity website.  The
Award Summary, which identifies the person to whom the Restricted Stock (as
defined in Section 1 below) is granted (the “Recipient”) and specifies the date
(the “Award Date”) and other details of the award, and the electronic
acceptance of this Agreement (which also is to be displayed at the Fidelity
website), are incorporated herein by reference. 
The parties hereto agree as follows:


1.                                      Grant
of Restricted Stock.  The Company
hereby grants to the Recipient, pursuant to Section 9 of the Plan, the number
of shares of Company common stock (the “Common Stock”) specified above (the “Restricted
Stock”), subject to the terms and conditions of the Plan and this
Agreement.  The Restricted Stock is
divided into three separate tranches, for purposes of determining when the
Period of Restriction ends with respect to the restricted shares.  The Recipient must accept the Restricted
Stock award within 90 days after the Award Date in accordance with the
instructions provided by the Company. 
The award automatically will be rescinded upon the action of the
Company, in its discretion, if the award is not accepted within 90 days after
the Award Date.


2.                                      Restrictions.  The Restricted Stock may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, whether
voluntarily or involuntarily or by operation of law, until the termination of the
applicable Period of Restriction (as defined in Section 4 below) or as
otherwise provided in the Plan or this Agreement.  Except for such restrictions, the Recipient
will be treated as the owner of the shares of Restricted Stock and shall have
all of the rights of a shareholder, including, but not limited to, the right to
vote such shares and the right to receive all dividends, if any, paid on such
shares.  If any dividends are paid in
shares of Common Stock, the dividend shares shall be subject to the same
restrictions as the shares of Restricted Stock with respect to which they were
paid.


3.                                      Restricted
Stock Certificates.  The stock
certificate(s) representing the Restricted Stock shall be issued or held in
book entry form promptly following the acceptance of this Agreement.  If a stock certificate is issued, it shall be
delivered to the Secretary of the Company or such other custodian as may be
designated by the Company, to be held until the end of the Period of Restriction
or until the Restricted Stock is forfeited. 
The certificates representing













shares of Restricted Stock granted pursuant to this
Agreement shall bear a legend in substantially the form set forth below:


The sale or other
transfer of the shares of stock represented by this certificate, whether
voluntary, involuntary or by operation of law, is subject to certain
restrictions on transfer set forth in the SPX Corporation 2002 Stock
Compensation Plan, rules and administration adopted pursuant to such Plan, and
a Restricted Stock award agreement with an Award Date of                    .  A copy of the Plan, such rules and such
Restricted Stock award agreement may be obtained from the Secretary of SPX
Corporation.


4.                                      Period
of Restriction.  Subject to the
provisions of the Plan and this Agreement, unless vested or forfeited earlier
as described in Section 6, 7, or 8 of this Agreement, as applicable, each
tranche of Restricted Stock awarded hereunder shall become vested and freely
transferable if, as of any Measurement Date for such tranche, Total Shareholder
Return (defined below) for the Measurement Period associated with such
Measurement Date is greater than the S&P Return (defined below) for such
Measurement Period.  Such vesting shall
occur upon certification by the Board of Directors (or appropriate Board
committee) that the applicable performance criteria have been met. The
following schedule sets forth the Measurement Date(s) and associated
Measurement Periods for each tranche.




	
  Measurement Date

  	
   

  	
  Measurement
  Period

  
	
   

  	
   

  	
   

  






 


“Total Shareholder Return” shall mean the percentage
change in the Fair Market Value of a share of Common Stock (using total
shareholder return of the Common Stock as reported by Interactive Data
Corporation) during the applicable Measurement Period.  “S&P Return” shall mean the percentage
return of the S&P 500 Composite Index (using total shareholder return of
the S&P 500 Composite Index as reported by Interactive Data Corporation)
during the applicable Measurement Period.


Any tranche which has not vested as of March 14, 2010
shall be permanently forfeited.  Upon
vesting, all vested shares shall cease to be considered Restricted Stock,
subject to the terms and



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conditions of the Plan and this Agreement, and the
Recipient shall be entitled to have the legend removed from his or her Common
Stock certificate(s).  The period prior
to the vesting date with respect to a share of Restricted Stock is referred to
as the “Period of Restriction.”


5.                                      Vesting
upon Termination due to Retirement, Disability or Death.  If, while the Restricted Stock is subject to
a Period of Restriction, the Recipient terminates employment with the Company
(or a Subsidiary of the Company if the Recipient is then in the employ of such
Subsidiary) by reason of retirement, disability (as determined by the Company)
or death, then the portion of the Restricted Stock subject to a Period of
Restriction shall become fully vested as of the date of employment termination
without regard to the Period of Restriction set forth in Section 4 of this
Agreement.  A Recipient will be eligible
for “retirement” treatment for purposes of this Agreement if, at the time of
employment termination, he/she is age 55 or older, he/she has completed five
years of service with the Company or a Subsidiary (provided that the Subsidiary
has been directly or indirectly owned by the Company for at least three years),
and he/she voluntarily elects to retire. 
The term “Subsidiary” is defined in the Plan and means a corporation
with respect to which the Company directly or indirectly owns 50% or more of
the voting power.


6.                                      Forfeiture
upon Termination due to Reason other than Retirement, Disability or Death.  If, prior to the end of the applicable
Measurement Period(s) for any unvested tranche, 
the Recipient’s employment with the Company (or a Subsidiary of the
Company if the Recipient is then in the employ of such Subsidiary) terminates
for a reason other than the Recipient’s retirement, disability or death, then
the Recipient shall forfeit any such unvested tranche on the date of such
employment termination.


7.                                      Vesting
upon Change of Control.  In the event
of a “Change of Control” of the Company as defined in this Section, the
Restricted Stock shall cease to be subject to the Period of Restriction set
forth in Section 4 of this Agreement. 
A “Change of Control” shall be deemed to have occurred if:


(a)                                  Any “Person” (as
defined below), excluding for this purpose (i) the Company or any Subsidiary of
the Company, (ii) any employee benefit plan of the Company or any Subsidiary of
the Company, and (iii) any entity organized, appointed or established for or
pursuant to the terms of any such plan that acquires beneficial ownership of
common shares of the Company, is or becomes the “Beneficial Owner” (as defined
below) of twenty percent (20%) or more of the common shares of the Company then
outstanding; provided, however, that no Change of Control shall be deemed to
have occurred as the result of an acquisition of common shares of the Company
by the Company which, by reducing the number of shares outstanding, increases
the proportionate beneficial ownership interest of any Person to twenty percent
(20%) or more of the common shares of the Company then outstanding, but any
subsequent increase in the beneficial ownership interest of such a Person in
common shares of the Company shall be deemed a Change of Control; and provided
further that if the Board of Directors of the Company determines in good faith
that a Person who has become the Beneficial Owner of common shares of the
Company representing twenty percent (20%) or more of the common shares of the
Company then outstanding has inadvertently reached that level of ownership
interest, and if such Person divests as promptly as practicable a sufficient
number of shares of the Company so that the Person no longer has



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a beneficial ownership
interest in twenty percent (20%) or more of the common shares of the Company
then outstanding, then no Change of Control shall be deemed to have
occurred.  For purposes of this paragraph
(a), the following terms shall have the meanings set forth below:


(i)                                    “Person”
shall mean any individual, firm, limited liability company, corporation or
other entity, and shall include any successor (by merger or otherwise) of any
such entity.


(ii)                                
“Affiliate” and “Associate” shall have the respective meanings ascribed to such
terms in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).


(iii)                            A
Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially
own” any securities:


(A)                               which
such Person or any of such Person’s Affiliates or Associates beneficially owns,
directly or indirectly (determined as provided in Rule 13d-3 under the Exchange
Act);


(B)                               which
such Person or any of such Person’s Affiliates or Associates has (1) the right
to acquire (whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or understanding (other
than customary agreements with and between underwriters and selling group
members with respect to a bona fide
public offering of securities), or upon the exercise of conversion rights,
exchange rights, rights, warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the Beneficial Owner of, or to beneficially
own, securities tendered pursuant to a tender or exchange offer made by or on
behalf of such Person or any of such Person’s Affiliates or Associates until
such tendered securities are accepted for purchase or exchange; or (2) the
right to vote pursuant to any agreement, arrangement or understanding;
provided, however, that a Person shall not be deemed the Beneficial Owner of,
or to beneficially own, any security if the agreement, arrangement or understanding
to vote such security (a) arises solely from a revocable proxy or consent given
to such Person in response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable rules and regulations
promulgated under the Exchange Act and (b) is not also then reportable on
Schedule 13D under the Exchange Act (or any comparable or successor report); or


(C)                               which
are beneficially owned, directly or indirectly, by any other Person with which
such Person or any of such Person’s Affiliates or Associates has any agreement,
arrangement or understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public offering of securities)
for the purpose of acquiring, holding, voting (except to the extent
contemplated



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by the proviso to subparagraph (a)(iii)(B)(2), above) or disposing of
any securities of the Company.


Notwithstanding
anything in this “Beneficial Ownership” definition to the contrary, the phrase “then
outstanding,” when used with reference to a Person’s beneficial ownership of
securities of the Company, shall mean the number of such securities then issued
and outstanding together with the number of such securities not then actually
issued and outstanding which such Person would be deemed to own beneficially
hereunder.


(b)                                  During any period
of two (2) consecutive years (not including any period prior to the acceptance
of this Agreement), individuals who at the beginning of such two-year period
constitute the Board of Directors of the Company and any new director or
directors (except for any director designated by a person who has entered into
an agreement with the Company to effect a transaction described in paragraph
(a), above, or paragraph (c), below) whose election by the Board or nomination
for election by the Company’s shareholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
of the Board; or


(c)                                  Approval by the
shareholders of (or if such approval is not required, the consummation of) (i)
a plan of complete liquidation of the Company, (ii) an agreement for the sale
or disposition of the Company or all or substantially all of the Company’s
assets, (iii) a plan of merger or consolidation of the Company with any other
corporation, or (iv) a similar transaction or series of transactions involving
the Company (any transaction described in parts (i) through (iv) of this
paragraph (c) being referred to as a “Business Combination”), in each case
unless after such a Business Combination the shareholders of the Company
immediately prior to the Business Combination continue to own at least eighty
percent (80%) of the voting securities of the new (or continued) entity
immediately after such Business Combination, in substantially the same
proportion as their ownership of the Company immediately prior to such Business
Combination.


Notwithstanding any provision of this Agreement to the
contrary, a “Change of Control” shall not include any transaction described in
paragraph (a) or (c), above, where, in connection with such transaction, the
Recipient and/or any party acting in concert with the Recipient substantially
increases his or its, as the case may be, ownership interest in the Company or
a successor to the Company (other than through conversion of prior ownership
interests in the Company and/or through equity awards received entirely as
compensation for past or future personal services).


8.                                      Settlement
Following Change of Control. 
Notwithstanding any provision of this Agreement to the contrary, in
connection with or after the occurrence of a Change of Control as defined in
Section 8 of this Agreement, the Company may, in its sole discretion, fulfill
its obligation with respect to all or any portion of the Restricted Stock that
ceases to be subject to a Period of Restriction in conjunction with the Change
of Control by:



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(a)                                  delivery of (i)
the number of shares of Common Stock that have ceased to be subject to a Period
of Restriction or (ii) such other ownership interest as such shares of Common
Stock may be converted into by virtue of the Change of Control transaction;


(b)                                  payment of cash
in an amount equal to the fair market value of the Common Stock at that time;
or


(c)                                  delivery of any
combination of shares of Common Stock (or other converted ownership interest)
and cash having an aggregate fair market value equal to the fair market value
of the Common Stock at that time.


9.                                      Adjustment
in Capitalization.  In the event of
any change in the Common Stock of the Company through stock dividends or stock
splits, a corporate split-off or split-up, or recapitalization, merger,
consolidation, exchange of shares, or a similar event, the number of shares of
Restricted Stock subject to this Agreement shall be equitably adjusted by the
Committee.


10.                               Delivery
of Stock Certificates.  Subject to
the requirements of Sections 12 and 13 below, as promptly as practicable after
shares of Restricted Stock cease to be subject to a Period of Restriction in
accordance with Section 4, 6, or 8 of this Agreement, the Company shall cause
to be issued and delivered to the Recipient, the Recipient’s legal
representative, or a brokerage account for the benefit of the Recipient, as the
case may be, certificates for the vested shares of Common Stock.


11.                               Tax
Withholding.  Whenever a Period of
Restriction applicable to the Recipient’s rights to some or all of the
Restricted Stock lapses as provided in Section 4, 6, or 8 of this Agreement,
the Company or its agent shall notify the Recipient of the related amount of
tax that must be withheld under applicable tax laws. Regardless of any action
the Company, any Subsidiary of the Company, or the Recipient’s employer takes
with respect to any or all income tax, social security, payroll tax, payment on
account or other tax-related withholding (“Tax”) that the Recipient is required
to bear pursuant to all applicable laws, the Recipient hereby acknowledges and
agrees that the ultimate liability for all Tax is and remains the
responsibility of the Recipient.


Prior to receipt of any shares that correspond to
Restricted Stock that vests in accordance with this Agreement, the Recipient
shall pay or make adequate arrangements satisfactory to the Company and/or any
Subsidiary of the Company to satisfy all withholding and payment on account
obligations of the Company and/or any Subsidiary of the Company.  In this regard, the Recipient authorizes the
Company and/or any Subsidiary of the Company to withhold all applicable Tax
legally payable by the Recipient from the Recipient’s wages or other cash
compensation paid to the Recipient by the Company and/or any Subsidiary of the
Company or from the proceeds of the sale of shares.  Alternatively, or in addition, the Company
may sell or arrange for the sale of Common Stock that the Recipient is due to
acquire to satisfy the withholding obligation for Tax and/or withhold any
Common Stock.  Finally, the Recipient
agrees to pay the Company or any Subsidiary of the Company any amount of any
Tax that the Company or any Subsidiary of the Company may be required to
withhold as a result of the Recipient’s participation in the Plan that cannot
be satisfied by the means previously described.



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The
Company may refuse to deliver Common Stock if the Recipient fails to comply
with its obligations in connection with the tax as described in this section.


The Company advises the Recipient to consult his or
her lawyer or accountant with respect to the tax consequences for the Recipient
under the Plan.


The Company and/or any Subsidiary of the Company: (a)
make no representations or undertakings regarding the tax treatment in
connection with the Plan; and (b) do not commit to structure the Plan to reduce
or eliminate the Recipient’s liability for Tax.


12.                               Securities
Laws.  This award is a private offer
that may be accepted only by a Recipient who is an employee or director of the
Company or a Subsidiary of the Company and who satisfies the eligibility
requirements outlined in the Plan and the Committee’s administrative
procedures.  If a Registration Statement
under the Securities Act of 1933, as amended, is not in effect with respect to
the shares of Common Stock to be issued pursuant to this Agreement, the
Recipient hereby represents that he or she is acquiring the shares of Common
Stock for investment and with no present intention of selling or transferring
them and that he or she will not sell or otherwise transfer the shares except
in compliance with all applicable securities laws and requirements of any stock
exchange on which the shares of Common Stock may then be listed.


13.                               No
Employment or Compensation Rights. 
Participation in the Plan is permitted only on the basis that the
Recipient accepts all of the terms and conditions of the Plan and this
Agreement, as well as the administrative rules established by the
Committee.  This Agreement shall not
confer upon the Recipient any right to continuation of employment by the
Company or its Subsidiaries, nor shall this Agreement interfere in any way with
the Company’s or its Subsidiaries’ right to terminate Recipient’s employment at
any time.  Neither the Plan nor this
Agreement forms any part of any contract of employment between the Company or
any Subsidiary and the Recipient, and neither the Plan nor this Agreement
confers on the Recipient any legal or equitable rights (other than those
related to the Restricted Stock award) against the Company or any Subsidiary or
directly or indirectly gives rise to any cause of action in law or in equity
against the Company or any Subsidiary.


The Restricted Stock granted pursuant to this
Agreement does not constitute part of the Recipient’s wages or remuneration or
count as pay or remuneration for pension or other purposes.  If the Recipient terminates employment with
the Company or any Subsidiary, in no circumstances will the Recipient be
entitled to any compensation for any loss of any right or benefit or any
prospective right or benefit under the Plan or this Agreement that he or she
might otherwise have enjoyed had such employment continued, whether such
compensation is claimed by way of damages for wrongful dismissal, breach of
contract or otherwise.


14.                               Plan
Terms and Committee Authority.  This
Agreement and the rights of the Recipient hereunder are subject to all of the
terms and conditions of the Plan, as it may be amended from time to time, as
well as to such rules and regulations as the Committee (meaning the
Compensation Committee of the Board of Directors of the Company, as defined in
the Plan) may adopt for administration of the Plan.  It is expressly understood that the Committee
is authorized to administer, construe and make all determinations necessary or
appropriate for the



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administration of the Plan and this Agreement, all of
which shall be binding upon Recipient. 
Any inconsistency between this Agreement and the Plan shall be resolved
in favor of the Plan.  The Recipient
hereby acknowledges receipt of a copy of the Plan and this Agreement.


15.                               Governing
Law and Jurisdiction.  This Agreement
is governed by the substantive and procedural laws of the state of
Michigan.  The Recipient and the Company
agree to submit to the exclusive jurisdiction of, and venue in, the courts in
Michigan in any dispute relating to this Agreement.


IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the Award Date.


[signature page follows]



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  SPX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Christopher J.
  Kearney

  
	
   

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RECIPIENT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 



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