EXHIBIT 10.31


 


SPX CORPORATION

2005 NON-EMPLOYEE DIRECTORS’

COMPENSATION PLAN


 


Table of Contents


 


	
  SECTION 1.

  	
  ESTABLISHMENT OF PLAN

  	
  1

  
	
  1.1

  	
  Establishment

  	
  1

  
	
  1.2

  	
  Purpose

  	
  1

  
	
  1.3

  	
  Restatement Effective Date

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  ELIGIBILITY

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  PERFORMANCE SHARES

  	
  6

  
	
  4.1

  	
  Grant & Vesting Schedule

  	
  6

  
	
  4.2

  	
  Forfeiture

  	
  8

  
	
  4.3

  	
  Payout

  	
  8

  
	
  4.4

  	
  Adjustment in Capitalization

  	
  8

  
	
  4.5

  	
  Dividends

  	
  9

  
	
  4.6

  	
  Conversion of EVA Bank Balances

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  AMENDMENT
  AND TERMINATION

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  MISCELLANEOUS

  	
  11

  
	
  6.1

  	
  Administration

  	
  11

  
	
  6.2

  	
  Delegation

  	
  11

  
	
  6.3

  	
  Rights of Directors

  	
  11

  
	
  6.4

  	
  Funding Not Required

  	
  11

  
	
  6.5

  	
  Non-Alienation

  	
  12

  
	
  6.6

  	
  Tax Withholding

  	
  12

  
	
  6.7

  	
  Indemnification

  	
  12

  
	
  6.8

  	
  Requirements of Law

  	
  12

  
	
  6.9

  	
  Governing Law

  	
  12

  
	
  6.10

  	
  Construction

  	
  13

  



 


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SECTION 1.  ESTABLISHMENT OF PLAN


 


1.1                                 Establishment.  SPX Corporation, a Delaware corporation,
established the “SPX CORPORATION 2005 NON-EMPLOYEE DIRECTORS’ COMPENSATION PLAN”
(the “Plan”) effective as of February 28, 2005.


 


1.2                                 Purpose.  In conjunction with the SPX Corporation 1997
Non-Employee Directors’ Compensation Plan, the purpose of the Plan is to
advance the interests of the Company and its shareholders by providing a
compensation program for Non-Employee Directors.  Such program utilizes,
in part, Performance Shares where the vesting of such Performance Shares
depends on certain performance thresholds, thereby presenting a strong
incentive to enhance shareholder value.  By thus compensating Non-Employee
Directors, the Company seeks to attract, retain, compensate and motivate those
highly competent individuals whose judgment, initiative, leadership, and
efforts are important to the continued success of the Company.


 


1.3                                 Restatement
Effective Date.  The Plan is hereby amended and restated effective as
of December 17, 2008.


 













 


SECTION 2.  DEFINITIONS


 


As used
herein, the following terms shall have the meanings hereinafter set forth:


 


(a)                                  “Board” means the board of
directors of the Company.


 


(b)                                 “Change of Control” means the
occurrence of one of the following:


 


(i)                                     any person, entity
or group (within the meaning of Sections 13(d) and 14(d) of the
Exchange Act), excluding, for this purpose, the Company or any subsidiaries,
any employee benefit plan of the Company or its subsidiaries which acquires
beneficial ownership of voting securities of the Company, is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly of securities of the Company representing fifteen percent (15%) or
more of the combined voting power of the Company’s then outstanding securities;
provided, however, that no Change of Control shall be deemed to have occurred
as the result of an acquisition of securities of the Company by the Company
which, by reducing the number of voting securities outstanding, increases the
direct or indirect beneficial ownership interest of any person to fifteen
percent (15%) or more of the combined voting power of the Company’s then
outstanding securities, but any subsequent increase in the direct or indirect
beneficial ownership interest of such a person in the Company shall be deemed a
Change of Control; and provided further that if the Board determines in good
faith that a person who has become the beneficial owner directly or indirectly
of securities of the Company representing fifteen percent (15%) or more of the
combined voting power of the Company’s then outstanding securities has
inadvertently reached that level of ownership interest, and if such person
divests as promptly as practicable a sufficient amount of securities of the
Company so that the person no longer has a direct or indirect beneficial
ownership interest in fifteen percent (15%) or more of the combined voting
power of the Company’s then outstanding securities, then no Change of Control
shall be deemed to have occurred; or


 


(ii)                                  during any period of
two (2) consecutive years (not including any period prior to the Effective
Date), individuals who at the beginning of such two-year period constitute the
Board and any new director (except for a director designated by a person who
has entered into an agreement to effect a transaction described elsewhere in
this subsection (b)) whose election by the Board or nomination for election by
the Company’s shareholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination of election was
previously so approved, cease for any reason to constitute at least a majority
thereof; or


 


(iii)                               the shareholders of the
Company approve a plan of complete liquidation of the Company, an agreement for
the sale or other disposition by the Company of all or substantially all of the
Company’s assets, or a plan of 


 


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reorganization, merger or consolidation of the Company with any other
corporation, except for a reorganization, merger or consolidation in which the
security owners of the Company immediately prior to the reorganization, merger
or consolidation continue to own at least eighty-five percent (85%) of the
voting securities of the new (or continuing) entity immediately after such
reorganization, merger or consolidation.


 


(c)                                  “Code” means the Internal
Revenue Code of 1986, as amended. References to any Section of the Code
shall include any successor provision thereto and applicable regulations or
guidance thereunder.


 


(d)                                 “Company” means SPX Corporation,
a Delaware corporation.


 


(e)                                  “Establishment Date” means February 28,
2005.


 


(f)                                    “Exchange Act” means the
Securities Exchange Act of 1934, as amended. 
References to any Section of the Exchange Act shall include any
successor provision thereto and applicable regulations or guidance thereunder.


 


(g)                                 “Fair Market Value” means, as to
any date, the closing price of a share of SPX Common Stock as reported in the “NYSE-Composite
Transactions” Section of the Midwest Edition of The Wall Street Journal
for such date or, if no prices are quoted for such date, on the next preceding
date on which such prices of SPX Common Stock are so quoted.


 


(h)                                 “Non-Employee Director” means
any person who is a member of the Board and who is not, as of the date of an
award under the Plan, an employee of the Company or any of its subsidiaries.


 


(i)                                     “Performance Share” means the
expression on the Company’s books which is equivalent to one SPX Share.


 


(j)                                     “Return Condition” means, for
the applicable measurement period, that the Total Shareholder Return exceeds
the S&P Return.


 


(k)                                  “S&P Return” means 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 (or any applicable successor entity thereto)) during the applicable
measurement period.


 


(l)                                     “SPX Common Stock” or “SPX Share”
means the common stock, par value $10.00 per share, of the Company.


 


(m)                               “Total Shareholder Return” means
the percentage change in the Fair Market Value of one SPX Share (using total
shareholder return of the SPX Common Stock as reported by Interactive Data
Corporation (or any applicable successor entity thereto)) during the applicable
measurement period.


 


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(n)                                 “409A Change in Control” shall
have the same meaning as under the SPX Corporation 1997 Non-Employee Directors’
Compensation Plan.


 


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SECTION 3.  ELIGIBILITY


 


Each
Non-Employee Director as of the Establishment Date and each person who becomes
a Non-Employee Director after the Establishment Date shall be eligible to
participate in the Plan.  Upon the date
on which any such person ceases to be a Non-Employee Director, such person
shall not be eligible to participate in the Plan thereafter.


 


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SECTION 4.  PERFORMANCE SHARES


 


4.1                                 Grant &
Vesting Schedule.  With respect to service during each calendar year
after December 31, 2004, and to the extent determined by the Board in its
sole discretion, each Non-Employee Director serving as such on the applicable
grant date shall receive a grant of 2,500 Performance Shares on January 1
of the applicable calendar year (or such other date as the Board may provide).


 


With respect to Performance
Shares granted to Non-Employee Directors in 2005, such Performance Shares shall
vest (provided the Non-Employee Director is still a member of the Board as of
the applicable date) as follows:


 


(a)                                  One-third (1/3) of the
Performance Shares granted shall vest on:


 


(i)                                     the first
anniversary of the grant date if the Return Condition is met for the
measurement period dating from the grant date to the day immediately preceding
such first anniversary date; or, if such Return Condition is not met,


 


(ii)                                  the second
anniversary of the grant date if the Return Condition is met for the
measurement period dating from the grant date to the day immediately preceding
such second anniversary date; or, if such Return Condition is not met,


 


(iii)                               the third anniversary of
the grant date if the Return Condition is met for the measurement period dating
from the grant date to the day immediately preceding such third anniversary
date.


 


(b)                                 One-third (1/3) of the
Performance Shares granted shall vest on:


 


(i)                                     the second
anniversary of the grant date if the Return Condition is met for the measurement
period dating from the first anniversary of the grant date to the day
immediately preceding such second anniversary date; or, if such Return
Condition is not met,


 


(ii)                                  the third anniversary
of the grant date if the Return Condition is met for the measurement period
dating from the first anniversary of the grant date to the day immediately
preceding such third anniversary date.


 


(c)                                  One-third (1/3) of the
Performance Shares granted shall vest on the third anniversary of the grant
date if the Return Condition is met for the measurement period dating from the
second anniversary of the grant date to the day immediately preceding such
third anniversary date.


 


Notwithstanding the foregoing,
for purposes of determining the vesting measurement periods (and applicable
vesting dates, if any) of any Performance Shares granted to Non-Employee
Directors in 2005, the grant date of such Performance Shares shall be deemed to
be January 1, 2005.


 


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With respect to any Performance
Shares granted to a Non-Employee Director on or after January 1, 2006,
such awards shall vest (provided the Non-Employee Director is still a member of
the Board as of the applicable date) as follows:


 


(x)                                   One-third (1/3) of the
Performance Shares granted shall vest on:


 


(i)                                     the first
anniversary of the grant date if the Return Condition is met for the
measurement period dating from the grant date to the day immediately preceding
such first anniversary date; or, if such Return Condition is not met,


 


(ii)                                  the second
anniversary of the grant date if the Return Condition is met for the
measurement period dating from the grant date to the day immediately preceding
such second anniversary date; or, if such Return Condition is not met,


 


(iii)                               the third anniversary of
the grant date if the Return Condition is met for the measurement period dating
from the grant date to the day immediately preceding such third anniversary
date.


 


(y)                                 One-third (1/3) of the
Performance Shares granted shall vest on:


 


(i)                                     the second
anniversary of the grant date if the Return Condition is met for the
measurement period dating from the first anniversary of the grant date to the
day immediately preceding such second anniversary date; or, if such Return
Condition is not met,


 


(ii)                                  the second
anniversary of the grant date if the Return Condition is met for the
measurement period dating from the grant date to the day immediately preceding
such second anniversary date; or, if such Return Condition is not met,


 


(iii)                               the third anniversary of
the grant date if the Return Condition is met for the measurement period dating
from the grant date to the day immediately preceding such third anniversary
date.


 


(z)                                   One-third (1/3) of the
Performance Shares granted shall vest on:


 


(i)                                     the third anniversary
of the grant date if the Return Condition is met for the measurement period
dating from the second anniversary of the grant date to the day immediately
preceding such third anniversary date; or, if such Return Condition is not met,


 


(ii)                                  the third anniversary
of the grant date if the Return Condition is met for the measurement period
dating from the grant date to the day immediately preceding such third
anniversary date.


 


Notwithstanding the foregoing,
for purposes of determining the vesting measurement periods (and applicable
vesting dates, if any) of any Performance Shares granted to Non-Employee
Directors in 2006, the grant date of such Performance Shares shall be deemed to
be January 1, 2006.


 


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4.2                                 Forfeiture. 
Any unvested Performance Shares 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 Return Condition(s) was not
met as provided above.  Notwithstanding the foregoing, any unvested
Performance Shares (which have not been forfeited and cancelled pursuant to the
preceding sentence) shall vest upon the earlier of (i) the date on which
the Non-Employee Director ceases to be a member of the Board due to 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.


 


4.3                                 Payout.


 


(a)                                  Upon the vesting of any
Performance Shares and subject to paragraph (b) below, the Performance
Shares shall be paid out in cash on the applicable vesting date (or as soon as
administratively feasible thereafter but no later than 60 days after such
vesting date).  The cash payment shall equal the Fair Market Value,
determined as of the applicable vesting date, of the number of SPX Shares that
are equal to the applicable number of Performance Shares that are vesting on
such vesting date.  Any payment that is
made due to the death of a Non-Employee Director shall be payable to the
surviving beneficiary or beneficiaries as such Non-Employee Director may have
designated by notice in writing to the Company or by will, or, if no
beneficiaries are so designated, the legal representative of such Non-Employee
Director’s estate.


 


(b)                                 Notwithstanding paragraph (a) above,
to the extent that Performance Shares vest pursuant to a Change of Control as
provided in Section 4.2 (or Section 4.6) and are subject to Code Section 409A,
such Performance Shares shall be paid in cash on the applicable date (or as
soon as administratively feasible thereafter but no later than 60 days after
such date) such Performance Shares (assuming for these purposes that no such
Change of Control had occurred, and that any applicable Return Condition was
met) would have otherwise vested, provided that in the event of a 409A Change
in Control (which 409A Change in Control may occur concurrently with or after a
Change of Control), such Performance Shares shall be promptly paid out in cash
upon the 409A Change in Control (or as soon as administratively feasible
thereafter but no later than 60 days after such 409A Change in Control).


 


4.4                                 Adjustment
in Capitalization.  In the event of any change in the outstanding
shares of SPX Common Stock that occurs after the Establishment Date by reason
of a SPX Common Stock dividend or split, recapitalization, merger,
consolidation, combination, exchange of shares, or other similar corporate change, the aggregate number of
Performance Shares to be granted or outstanding pursuant to Section 4
hereof shall be appropriately adjusted by the Board, whose determination 


 


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shall be
conclusive; provided, however, that fractional Performance Shares shall be
rounded to the nearest whole Performance Share.


 


4.5                                 Dividends. 
No dividends or dividend equivalents are payable on Performance Shares.


 


4.6                                 Conversion
of EVA Bank Balances.  Effective as of June 23, 2005, the EVA
bonus bank balances of the Non-Employee Directors under subsection 8.1 of
the SPX Corporation 1997 Non-Employee Directors’ Compensation Plan (the “Bank
Balances”) shall be converted into Performance Shares.  For each
applicable Non-Employee Director, his or her Bank Balance as of June 22,
2005 shall be converted into such number of Performance Shares as is equal to
such Bank Balance as of June 22, 2005 divided by the Fair Market Value of
SPX Common Stock on June 22, 2005 (rounding up for fractional
shares).  Such Performance Shares shall be granted to the applicable
Non-Employee Director on June 23, 2005 and shall vest in three equal
annual installments on the first, second and third anniversaries of such grant
date (provided the Non-Employee Director is still a member of the Board as of
the applicable date).  Any unvested portion of such Performance Shares
shall be forfeited and cancelled upon 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. 
Notwithstanding the foregoing, any unvested Performance Shares (which have not
been forfeited and cancelled pursuant to the preceding sentence) shall vest
upon the earlier of (i) the date on which the Non-Employee Director ceases
to be a member of the Board due to 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.  The
Performance Shares granted under this subsection 4.6 shall be subject to
all provisions of the Plan other than Sections 4.1 and 4.2.


 


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SECTION 5.  AMENDMENT AND
TERMINATION


 


The Board reserves the right to
modify, amend or terminate this Plan in whole or in part, effective as of any
specified date.  The Plan shall continue in effect without limit unless
and until the Board otherwise determines.


 


To the extent any provision of
the Plan or action by the Board or Company would subject any Non-Employee
Director to liability for interest or additional taxes under Code Section 409A,
it will be deemed null and void, to the extent permitted by law and deemed
advisable by the Board.  It is intended
that the Plan will comply with Code Section 409A to the extent applicable,
and the Plan shall be interpreted and construed on a basis consistent with such
intent.  The Plan may be amended in any
respect deemed necessary (including retroactively) by the Board in order to
preserve compliance with or exemption from Code Section 409A.  For purposes of this Plan, a “retirement” (or
other similar term having a similar import) under this Plan shall have the same
meaning as a “separation from service” as defined in Code Section 409A.  The preceding shall not be construed as a
guarantee of any particular tax effect for Plan benefits.


 


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SECTION 6.  MISCELLANEOUS


 


6.1                                 Administration. 
The Board shall have complete power and discretionary authority to interpret
and administer the Plan, and make factual determinations thereunder, including
the power to determine the rights or eligibility of Non-Employee Directors and
any other persons, and the amounts of their benefits under the Plan, and to
remedy ambiguities, inconsistencies or omissions, and any such interpretations
and determinations shall be conclusive and binding on all parties.  The
Board may establish such rules and regulations with respect to the proper
administration of the Plan as it may determine, and may amend or revoke any rule or
regulation so established.  No benefits shall be payable from this Plan if
the Board determines in its sole discretion that such person is not entitled to
such benefits.


 


6.2                                 Delegation. 
The Board has the authority to delegate any of its powers under this Plan to
any other person, persons, or committee.  This person, persons, or
committee may further delegate its reserved powers to another person, persons,
or committee as they see fit.  Any delegation or subsequent delegation
shall include the same full, final and discretionary authority that the Board
has listed herein and any decisions, actions or interpretations made by any
delegate shall have the same ultimate binding effect as if made by the Board.


 


6.3                                 Rights
of Directors.  Neither the Plan nor any action taken hereunder shall
be construed as giving any Non-Employee Director any right to continue to serve
as a member of the Board or otherwise to be retained in the service of the
Company.


 


6.4                                 Funding
Not Required.


 


(a)                                  Neither a Non-Employee Director
nor any other person shall have any interest in any fund or in any specific
asset of the Company by reason of any Performance Shares granted to such
Non-Employee Director, nor the right to exercise any of the rights or
privileges of a shareholder with respect to any Performance Share granted to a Non-Employee
Director, nor the right to receive any distribution under the Plan except as
expressly provided herein.


 


(b)                                 Distributions hereunder shall be
made from the general funds of the Company or from a grantor trust established
(at the Company’s discretion) for purposes of assuring that funds will be
available to satisfy the obligations of the Company with respect to the
payments hereunder, and the rights of the Non-Employee Director (or any other
person) shall be those of an unsecured general creditor of the Company. 
If such grantor trust is established, however, individuals entitled to benefits
hereunder shall not have any identifiable interest in any such funds, accounts
or assets of such trust nor shall such individuals be entitled to any
preference or priority with respect to the assets of such 


 


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trust.  The assets of the grantor trust
would still be available to judgment creditors of the Company and to all
creditors in the event of the Company’s insolvency or bankruptcy.  Nothing contained in the Plan (or any Plan communication)
shall constitute a guaranty by the Company or any other entity or person that
the assets of the Company will be sufficient to pay any benefit hereunder.


 


6.5                                 Non-Alienation. 
Performance Shares may not be sold, transferred, pledged, assigned, encumbered
or otherwise alienated or hypothecated, whether voluntarily or involuntarily or
by operation of law;  any attempt to anticipate, alienate, sell, transfer,
assign, pledge, or encumber in contradiction of this provision shall be void.


 


6.6                                 Tax
Withholding.  The Company may withhold from the distribution of any
payment hereunder the amount necessary to satisfy a Non-Employee Director’s (or
beneficiary’s) federal, state and local withholding tax requirements.


 


6.7                                 Indemnification. 
Each person who is or shall have been a member of the Board shall be
indemnified and held harmless by the Company against and from any loss, cost,
liability or expense that may be imposed upon or reasonably incurred by him in
connection with or resulting from any claim, action, suit or proceeding to
which he may be a party or in which he may be involved by reason of any action
taken or failure to act under the Plan and against and from any and all amounts
paid by him in settlement thereof, with the Company’s approval, or paid by him
in satisfaction of any judgment in any such action, suit or proceeding against
him, provided he shall give the Company an opportunity, at its expense, to
handle and defend the same before he undertakes to handle and defend it on his
own behalf.  The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company’s Certificate of Incorporation or Bylaws, as a matter of law
or otherwise, or any power that the Company may have to indemnify them or hold
them harmless.


 


6.8                                 Requirements
of Law.  The Plan and any Performance Share grants shall be subject to
all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.


 


6.9                                 Governing
Law.  The Plan (including, without limitation, any rules, regulations,
determinations or decisions made by the Board or Company relating to the Plan)
shall be construed and administered exclusively in accordance with applicable
federal laws and the laws of the State of Delaware, without regard to its
conflict of laws principles.


 


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6.10                           Construction. 
In the construction of the Plan, the masculine shall include the feminine and
the singular shall include the plural in all cases where such meanings would be
appropriate.  Any headings used herein
are included for ease of reference only, and are not to be construed so as to
alter the terms hereof.


 


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