Exhibit
10.64


SPX
Corporation


	
  

  	
  2006

  	
   

  	
  NON-EMPLOYEE DIRECTORS’

  
	
  STOCK
  INCENTIVE PLAN

  



 


RESTRICTED STOCK
AGREEMENT


	
  

  	
  

  	
   

  	
  AWARD

  



 


 


 


	
  Recipient:

  	
   

  	
   

  



 


	
  Award Date:

  	
   

  	
   

  



 


	
  Total Number of Shares:

  	
   

  	
   

  	
  divided into 3 tranches as follows:

  



 


	
  

  	
  Tranche 1:

  	
   

  	
   

  	
  shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tranche 2:

  	
   

  	
   

  	
  shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tranche 3:

  	
   

  	
   

  	
  shares

  



 


THIS
AGREEMENT is made between SPX CORPORATION, a Delaware corporation (the “Company”),
and the Recipient pursuant to the SPX Corporation 2006 Non-Employee Directors’
Stock Incentive Plan (the “Plan”) on and as of the Award Date.  The parties hereto agree as follows:


1.             Grant
of Restricted Stock.  The Company
hereby grants to the Recipient, pursuant to Section 6 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 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The award automatically will be rescinded upon the action of the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 described 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 2006 Non-Employee
Directors’ Stock Incentive 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 5 of this Agreement, 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tranche 1:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tranche 2:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tranche 3:

  	
   

  	
   

  



 


“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.



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Any tranche which has not
vested as of _____ ___, ____ shall be permanently forfeited.  Upon vesting, all vested shares shall cease
to be considered Restricted Stock, subject to the terms and 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.             Forfeiture.  Any
unvested shares of Restricted Stock
shall be forfeited and cancelled upon the earlier of (i) the date on which the
Non-Employee Director ceases to be a member of the Board for any reason other
than death, disability or retirement from the Board after attaining age
seventy, or (ii) the third anniversary of the applicable grant date if the
applicable vesting requirements were not met as provided in Section 4
above.  Notwithstanding the foregoing, any unvested shares of Restricted
Stock (which have not been forfeited and cancelled pursuant to the preceding
sentence) shall vest upon the earlier of (i) the death or disability of the
Non-Employee Director, (ii) the retirement of the Non-Employee Director from
the Board after attaining age seventy or (iii) a Change of Control (as defined
below).


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 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.



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(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 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.



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(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).


6.             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 5 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:


(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



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(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.


7.             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 Board.


8.             Delivery of Stock Certificates.  Subject to the requirements of Section 9
below, as promptly as practicable after shares of Restricted Stock cease to be
subject to a Period of Restriction in accordance with Section 4 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.


9.             Securities
Laws.   This award is a private offer
that may be accepted only by a Recipient who is a director of the Company or a
Subsidiary of the Company and who satisfies the eligibility requirements
outlined in the Plan and the Board’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.


10.          No
Legal Rights.  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.


11.          Plan
Terms and Board 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 Board may adopt for administration of the Plan.  It is expressly understood that the Board is
authorized to administer, construe and make all determinations necessary or
appropriate for the 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.


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



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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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RECIPIENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 



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