EXHIBIT
10.32


 


Amended
and Restated Employment Agreement of Christopher J. Kearney


 


This
Employment Agreement (the “Agreement”) is effective as of November 20,
2008 (the “Effective Date”), by and between SPX Corporation (the “Company”),
and Christopher J. Kearney (the “Executive”).


 


WHEREAS, the
Company and the Executive previously entered into an employment agreement,
effective as of February 23, 2005, as amended (the “Previous Employment
Agreement”);


 


WHEREAS, the
Company desires to continue to employ the Executive as its President and Chief
Executive Officer;


 


WHEREAS, the
Company and the Executive desire to amend and restate the Previous Employment
Agreement as set forth below; and


 


WHEREAS, the
Company and the Executive have reached agreement concerning the terms and
conditions of his continued employment and wish to formalize that agreement.


 


NOW,
THEREFORE, in consideration of the mutual terms, covenants and conditions
stated in this Agreement, the Company and the Executive hereby agree as
follows:


 


1.                                       Employment. 
The Company employs the Executive and the Executive hereby accepts
continued employment with the Company as President and Chief Executive
Officer.  During the Employment Term (as
hereinafter defined), the Executive will have the title, status and duties of
President and Chief Executive Officer and will report directly to the Company’s
Board of Directors (the “Board”).  The
Executive’s principal business office shall be at the Company’s principal
business office located in Charlotte, North Carolina, and Executive’s principal
family residence shall be located within 50 miles of the Company’s principal
business office for the duration of the Employment Term.


 


2.                                       Term of Employment.  The term of employment (“Employment Term”)
will commence on the Effective Date, and will continue thereafter until two (2) years
from the Effective Date and will be automatically extended for subsequent one (1) day
periods for each day of the Employment Term that passes after the Effective
Date, unless sooner terminated by either party in accordance with the
provisions of this Agreement.  The intent
of the foregoing provision is that the Agreement becomes “evergreen” on the
Effective Date so that on each passing day after the Effective Date the
Employment Term automatically extends to a full two-year period.


 













 


3.                                       Duties. 
During the Employment Term:


 


(a)                                  The
Executive will perform duties assigned by the Board, from time to time;
provided that the Executive shall not be assigned tasks inconsistent with those
of President and Chief Executive Officer.


 


(b)                                 The
Executive will devote his full time and best efforts, talents, knowledge and
experience to serving as the Company’s President and Chief Executive
Officer.  However, the Executive may
devote reasonable time to activities such as supervision of personal
investments and activities involving professional, charitable, educational,
religious and similar types of activities, speaking engagements and membership
on other boards of directors, provided such activities do not interfere in any
material way with the business of the Company; 
provided that, the Executive cannot serve on the board of directors of
more than one publicly-traded company without the Board’s written consent.  The time involved in such activities shall
not be treated as vacation time.  The
Executive shall be entitled to keep any amounts paid to him in connection with
such activities ( e.g., director
fees and honoraria).


 


(c)                                  The
Executive will perform his duties diligently and competently and shall act in
conformity with the Company’s written and oral policies and within the limits,
budgets and business plans set by the Company. 
The Executive will at all times during the Employment Term strictly
adhere to and obey all of the rules and regulations in effect from time to
time relating to the conduct of executives of the Company.  Except as provided in (b) above, the
Executive shall not engage in consulting work or any trade or business for his
own account or for or on behalf of any other person, firm or company that
competes, conflicts or interferes with the performance of his duties hereunder
in any material way.


 


4.                                       Compensation and Benefits.  During the Executive’s employment hereunder,
the Company shall provide to the Executive, and the Executive shall accept from
the Company as full compensation for the Executive’s services hereunder,
compensation and benefits as follows:


 


(a)                                  Base
Salary.  The Company shall pay the
Executive at an annual base salary (“Base Salary”) of one million, fifty
thousand dollars ($1,050,000).  The
Board, or such committee of the Board as is responsible for setting the
compensation of senior executive officers, shall review the Executive’s
performance and Base Salary annually in January of each year, and
determine whether to adjust the Executive’s Base Salary on a prospective
basis.  Such adjusted annual salary then
shall become the Executive’s “Base Salary” for purposes of this Agreement.  The Executive’s annual Base Salary shall not
be reduced after any increase, without the Executive’s consent.  The Company shall pay the Executive’s Base
Salary according to payroll practices in effect for all senior executive
officers of the Company.


 


(b)                                 Incentive
Compensation.  The Executive shall be
eligible to participate in any annual performance bonus plans, long-term
incentive plans, and/or equity-based compensation plans established or
maintained by the Company for its senior executive officers, including, but not
limited to the SPX Corporation Stock Compensation Plan.  For the 2008 bonus plan year, the Executive
shall be eligible for a target bonus under the 


 


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Company’s
bonus plan equal to one hundred thirty percent (130%) of his Base Salary
provided that all performance goals set by the Company are met.  The Board (or appropriate Board committee)
will determine and communicate to the Executive his annual incentive plan
participation for subsequent bonus plan years, no later than March 31 of
such bonus plan year.  The Company will
pay the Executive’s annual performance bonus at the same time as annual
performance bonus payments for such year (if any) are made to other
participants with respect to such fiscal year, and in all events within the two
and one-half (21⁄2) months following the end of the calendar year in which the
bonus is earned.  Annual performance
bonuses are intended to qualify for the short-term deferral exception to Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


(c)                                  Executive
Benefit Plans.  The Executive will be
eligible to participate on substantially the same basis as the Company’s other
senior executive officers in any executive benefit plans offered by the Company
including, without limitation, medical, dental, short-term and long-term
disability, life, pension, profit sharing and nonqualified deferred
compensation arrangements.  The Company
reserves the right to modify, suspend or discontinue any and all of the plans,
practices, policies and programs at any time without recourse by the Executive,
so long as the Company takes such action generally with respect to other
similarly situated senior executive officers.


 


(d)                                 Business
Expenses.  The Company shall
reimburse the Executive for all reasonable and necessary business expenses
incurred in the performance of services with the Company, according to the
Company’s policies and upon Executive’s presentation of an itemized written
statement and such verification as the Company may require, provided that such
expenses shall be reimbursed no later than December 31 of the year
following the year in which the expenses were incurred.


 


(e)                                  Perquisites.  The Company will provide the Executive with
all perquisites it provides to other senior executive officers.  Such perquisites shall not be less than those
provided to the Executive on the Effective Date.  The Company will also reimburse the Executive
for annual income tax return preparation and financial planning up to $40,000
per year.  The Company will make such
reimbursements in accordance with the Company’s reimbursement practices, and in
all events no later than December 31 of the year following the year in
which the expense was incurred.


 


(f)                                    Vacation.  The Executive will be entitled to vacation in
accordance with the Company’s vacation policy for officers, but in no event
less than 5 weeks per calendar year.  The
maximum vacation accrual allowed from year to year and at any given time will
equal Executive’s annual entitlement. 
Once the maximum accrual is reached, Executive will no longer accrue
vacation until the unused amount accrued is below the maximum level allowed.


 


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(g)                                 Retiree
Medical.


 


(i)                                     The
Executive shall be entitled to receive retiree medical benefits during his
lifetime in accordance with the eligibility requirements and plan offerings for
access to retiree medical benefits provided generally to full-time employees of
the Company.  The Executive may cover his
spouse or dependents eligible at the time of retirement.  The cost of such benefits for the Executive,
his spouse and eligible dependents, will be 100% of the premiums and shall be
reimbursed by the Company in accordance with the Company’s reimbursement
practices, and in all events no later than December 31 of the year
following the year in which the premiums were incurred, and in accordance with
the other requirements of Code Section 409A and Treasury Regulation
§1.409A-3(i)(1)(iv) (or any similar or successor provisions).  Depending on the plan, all or a portion of
the reimbursement may be taxable.  Such
benefits shall include prescription drug coverage, but not dental or vision
benefits unless included in the medical plan.


 


(ii)                                  Upon
reaching Medicare eligibility due to age, Medicare shall become the primary
payor of medical/prescription benefits for the Executive, his spouse or
eligible dependents as applicable.


 


(iii)                               In
the event that the Company terminates retiree access to medical and/or
prescription benefits generally for retirees, the Executive shall be entitled
to an annual reimbursement from the Company upon proof of continued coverage
for comparable medical and/or prescription coverage under an individual policy
or other group policy, subject to a maximum total annual reimbursement of one
and one-half times the applicable premium of the plan in effect at the time
retiree access is terminated at the appropriate coverage level, and subject to
maximum annual inflation adjustment thereafter of five (5) percent.


 


(iv)                              Upon
the death of the Executive, a surviving spouse will continue eligibility and
reimbursement as described above. 
Surviving dependent children will not receive premium reimbursement
beyond the COBRA continuation period. 
For all other COBRA qualifying events other than the death of the
Executive, reimbursement will cease upon commencement of the COBRA continuation
period.


 


(v)                                 The
Executive acknowledges and agrees that the benefit provided under this Section 4(g) replaces
any and all benefits the Executive may have been entitled to under the SPX
Corporation Retirement Health Plan for Top Management, if applicable.


 


5.                                       Payments on Termination of Employment.


 


(a)                                  Definition
of Termination of Employment.  For
purposes of this Agreement, the Executive’s employment with the Company shall
be deemed to be terminated when the Executive has a “Separation from Service”
within the meaning of 


 


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Code Section 409A,
and references to termination of employment shall be deemed to refer to a
Separation from Service.


 


(b)                                 Termination
of Employment for any Reason.  The
following payments will be made upon the Executive’s termination of employment
for any reason:


 


(i)                                     Earned
but unpaid Base Salary through the date of termination;


 


(ii)                                  Any
annual incentive plan bonus, for which the performance measurement period has
ended, but which is unpaid at the time of termination;


 


(iii)                               Any
accrued but unpaid vacation;


 


(iv)                              Any
amounts payable under any of the Company’s benefit plans in accordance with the
terms of those plans, except as may be required under Code Section 401(a)(13);
and


 


(v)                                 Unreimbursed
business expenses incurred by the Executive on the Company’s behalf.


 


(c)                                  Termination
of Employment for Death or Disability. 
In addition to the amounts determined under (b) above, if the
Executive’s termination of employment occurs by reason of death or disability,
the Executive (or his estate) will receive a pro rata portion of any bonus
payable under the Company’s annual incentive plan for the year in which such
termination occurs determined based on the highest of (i) the actual
annual bonus paid for the bonus plan year immediately preceding such
termination, or (ii) the target bonus for the bonus plan year in which
such termination occurs.  The Executive
will be deemed to be disabled upon the earlier of (i) the end of a six (6) consecutive
month period during which, by reason of physical or mental injury or disease,
the Executive has been unable to perform substantially all of his usual and
customary duties under this Agreement or (ii) the date that a reputable
physician selected by the Board, and as to whom the Executive has no reasonable
objection, determines in writing that the Executive will, by reason of physical
or mental injury or disease, be unable to perform substantially all of the
Executive’s usual and customary duties under this Agreement for a period of at
least six (6) consecutive months. 
If any question arises as to whether the Executive is disabled, upon
reasonable request therefore by the Board, the Executive shall submit to
reasonable medical examination for the purpose of determining the existence,
nature and extent of any such disability. 
In accordance with Section 10, the Board shall promptly give the
Executive written notice of any such determination of the Executive’s
disability and of any decision of the Board to terminate the Executive’s
employment by reason thereof.  In the
event of disability, until the date of termination, the base salary payable to
the Executive under Section 4 hereof shall be reduced dollar-for-dollar by
the amount of disability benefits paid to the Executive in accordance with any
disability policy or program of the Corporation.


 


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(d)                                 Termination
by the Company Without Cause, or Voluntary Termination by the Executive for
Good Reason.  If the Company
terminates the Executive’s employment other than for Cause, or the Executive
voluntarily terminates his employment for Good Reason, in addition to the
benefits payable under (b), the Company will pay the following amounts and
provide the following severance benefits:


 


(i)                                     The
Base Salary and annual bonus that the Company would have paid under the
Agreement had the Executive’s employment continued to the end of the Employment
Term.  For this purpose, annual bonus
will be determined as the highest of (A) the actual bonus paid for the
bonus plan year immediately preceding such termination, or (B) the average
annual bonus paid to the Executive for the three bonus plan years preceding the
year in which such termination occurs (excluding any years of partial, or no,
bonus plan participation), plus (C) the amount, if any, to which the bonus
that would have been paid to the Executive for the bonus plan year in which
such termination occurs, based on the performance level actually attained,
exceeds the amount payable under the highest of (A) or (B).


 


(ii)                                  Continued
coverage under the Company’s medical, dental, life, disability, pension, profit
sharing and other executive benefit plans through the end of the Employment
Term, at the same cost to the Executive as in effect on the date of the
Executive’s termination, provided that to the extent such continued coverage
extends beyond the COBRA continuation period, such coverage will be provided in
accordance with the requirements of Code Section 409A and Treasury
Regulation §1.409A-3(i)(1)(iv) (or any similar or successor
provisions).  The period through the end
of the Employment Term shall continue to count for purposes of determining the
Executive’s age and service with the Company with respect to eligibility,
vesting and the amount of benefits under the Company’s benefit plans to the
maximum extent permitted by applicable law. 
If the Company determines that the Executive cannot participate in any
benefit plan because he is not actively performing services for the Company,
the Company will provide such benefits (A) under an alternate arrangement,
such as through the purchase of an individual insurance policy that provides
similar benefits, provided that such coverage will be provided in accordance
with the requirements of Code Section 409A and Treasury Regulation
§1.409A-3(i)(1)(iv) (or any similar or successor provisions) or (B) if
applicable, through a nonqualified pension or profit sharing plan, provided
that such payments shall be made no later than December 31 of the calendar
year following the calendar year in which the Executive’s termination of
employment occurs.  To the extent that
the Executive’s compensation is necessary for determining the amount of any
such continued coverage or benefits, such compensation (Base Salary and annual
bonus) through the end of the Employment Term shall be at the highest rate in
effect during the 12-month period immediately preceding the Executive’s
termination of employment.


 


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(iii)                               Executive
perquisites on the same basis on which the Executive was receiving such
perquisites prior to his employment termination, including: (A) reimbursement
for club dues through the end of the Employment Term; and (B) reimbursement
of expenses relating to financial planning services, tax return preparation and
annual physicals incurred on or before December 31 of the calendar year
that includes the second anniversary of the Executive’s employment termination;
provided that reimbursement of such perquisites shall be made to the Executive
in accordance with the Company’s reimbursement practices, and in all events no
later than December 31 of the calendar year that includes the third
anniversary of the termination of the Executive’s employment.  The Company will bear the cost of such
perquisites, at the same level in effect immediately prior to the Executive’s
employment termination.  Perquisites
otherwise receivable by the Executive pursuant to this Section shall be
reduced to the extent comparable perquisites are actually received by or made
available to the Executive without cost during the period following the
Executive’s employment termination covered by this Section.  The Executive shall report to the Company any
such perquisites actually received by or made available to the Executive.


 


(iv)                              Upon
a “Change of Control” (as defined in the Executive’s Change of Control
Agreement dated November 20, 2008), any outstanding stock options,
restricted stock or other equity-based compensation awards shall immediately
vest upon such termination date, and any such stock options shall be
immediately exercisable at any time prior to the earlier of (A) two (2) years,
or (B) the stock option expiration or other termination date.  Prior to a Change of Control, any outstanding
stock options, restricted stock or other equity-based compensation awards shall
immediately vest upon such termination date, and any such stock options shall
be immediately exercisable at any time prior to the earlier of (A) two (2) years,
or (B) the stock option expiration or other termination date.  Notwithstanding the foregoing, any restricted
stock or other equity-based compensation awards that were intended to satisfy
the requirements for performance-based compensation under Code Section 162(m),
and would become vested only upon the attainment of specified performance
goals, shall vest only if (and at the time that) such performance goals are
achieved.


 


(v)                                 Outplacement
services, as elected by the Executive (and with a firm elected by the
Executive), not to exceed $50,000 in total. 
Such outplacement services must be incurred by the Executive no later
than the end of the calendar year that includes the second anniversary of the
termination of the Executive’s employment.  If applicable, reimbursement of such expenses
shall be made to the Executive no later than the end of the calendar year that
includes the third anniversary of the termination of the Executive’s
employment.


 


(e)                                  Good
Reason.  For purposes of this
Agreement, “Good Reason” shall mean the occurrence of any of the following
without the Executive’s consent (i) assigning duties to the Executive that
are inconsistent with those of the position of President and Chief Executive
Officer for similar companies in similar industries (except 


 


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to the extent
the Company promotes the Executive to a higher executive position); (ii) requiring
the Executive to report to other than the Company’s Board; (iii) the
failure of the Company to pay any portion of the Executive’s compensation
within 10 days of the date such compensation is due; (iv) the Company
requires the Executive to relocate his principal business office to a location
not within 50 miles of the Company’s principal business office located in the
Charlotte, North Carolina metropolitan area, or (v) the Company’s failure
to continue in effect any cash or stock-based incentive or bonus plan, pension
plan, welfare benefit plan or other benefit plan, program or arrangement, unless
the aggregate value of all such arrangements provided to the Executive after
such discontinuance is not materially less than the aggregate value as of the
Effective Date (using, for purposes of bonus plan comparisons, the target bonus
potential before and after any such discontinuance).


 


(f)                                    Cause.  For purposes of this Agreement, “Cause” shall
mean:  (i) the Executive’s willful
and continued failure to substantially perform his duties as an executive of
the Company (other than any such failure resulting from incapacity due to
physical or mental illness) after a written demand for substantial performance
is delivered to the Executive by the Board, which demand specifically
identifies the manner in which the Board believes that the Executive has not substantially
performed his duties, and which gives the Executive at least 30 days to cure
such alleged deficiencies, (ii) the Executive’s willful misconduct, which
is demonstrably and materially injurious to the Company, monetarily or
otherwise, or (iii) the Executive’s engaging in egregious misconduct
involving serious moral turpitude to the extent that his credibility and
reputation no longer conforms to the standard of senior executive officers of
the Company.


 


(g)                                 Timing
of Payments.  Subject to Sections 5(h) and
5(i) and except as provided otherwise in this Agreement, all payments
described above in Section 5 shall be made in a lump sum cash payment as
soon as administratively practicable (but in no event more than ten (10) days)
following the Executive’s termination of employment.  If the total amount of annual bonus is not
determinable on that date, the Company shall pay the amount of bonus that is
determinable and the remainder shall be paid in a lump sum cash payment at the
time such bonuses are paid generally and in all events within the two and
one-half (21⁄2) months following the end of the calendar year in which the bonus
is earned (subject to Section 5(h)).


 


(h)                                 Six
(6) Month Delay.  If, at the
time the Executive becomes entitled to a termination payment under this Section 5,
the Executive is a “specified employee” (as defined under Code Section 409A),
then, notwithstanding any other provision in this Agreement to the contrary,
the following provisions shall apply.


 


(i)                                     No
such termination payment considered deferred compensation under Code Section 409A
and not subject to an exception or exemption thereunder shall be paid to the
Executive until the date that is six (6) months after the Executive’s
termination or, if earlier, the date of the Executive’s death (the “Six Month
Delay Rule”).  Any such termination
payment that would otherwise 


 


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have been paid
to the Executive during this six-month period (the “Six Month Delay”) shall
instead be aggregated and paid to the Executive no later than ten (10) days
following the date that is six (6) months after the Executive’s
termination (together with interest at the interest credit rate provided in the
SPX Corporation Individual Account Retirement Plan).  Any termination payment to which the
Executive is entitled to be paid under this Section 5 after the date that
is six (6) months after the Executive’s termination shall be paid to the
Executive in accordance with the applicable terms of Section 5.


 


(ii)                                  During
the Six-Month Delay, the Company will pay to the Executive the applicable
payments set forth in this Section 5, to the extent any of the following
exceptions to the Six-Month Delay Rule apply:


 


(A)                              the
short-term deferral rule of Code Section 409A and Treasury Regulation
§1.409A-1(b)(4) (or any similar or successor provisions) (including with
the treatment of each payment as one of a series of separate payments for
purposes of Code Section 409A and Treasury Regulation
§1.409A-2(b)(2)(iii)) (or any similar or successor provisions),


 


(B)                                payments
permitted under the separation pay exception of Code Section 409A and
Treasury Regulation §1.409A-1(b)(9)(iii) (or any similar or successor
provisions), and


 


(C)                                payments
permitted under the limited payments exception of Code Section 409A and
Treasury Regulation §1.409A-1(b)(9)(v)(D) (or any similar or successor
provisions),


 


provided that
the amount paid under this paragraph will count toward, and will not be in
addition to, the total payment amount required to be made to the Executive by
the Company under this Section 5 on account of the separation from service
and any applicable Company benefit plan.


 


(i)                                     Release.  The Company shall deliver to the Executive a
release in favor of the Company that is acceptable to the Company (the “Release”)
as soon as administratively feasible following the Executive’s termination of
employment.  Notwithstanding anything in
this Agreement to the contrary, no payments pursuant to Section 5(c) or
Section 5(d) shall be made prior to the date that both (i) the
Executive has delivered an original, signed Release to the Company and (ii) the
revocability period (if any) has elapsed; provided, however, that any payments
that would otherwise have been made prior to such date but for the fact that
the Executive had not yet delivered an original, signed Release (or the
revocability period had not yet elapsed) shall be made as soon as
administratively practicable but not later than the seventy-fourth (74th) day
following the Executive’s termination of employment.  If the Executive does not deliver an
original, signed Release to the Company within ten (10) business days (or
longer 


 


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if required by
applicable law) after receipt of the same from the Company, (i) Executive’s
rights shall be limited to those made available to Executive under Section 5(b) above,
and (ii) the Company shall have no obligation to pay or provide to
Executive any amount or benefits described in Section 5(c) or Section 5(d),
or any other monies on account of the termination of Executive’s employment.


 


6.                                       Assignment; Successors.  This Agreement shall inure to the benefit of
and be binding upon the Company and its successors.  The Company may not assign this Agreement
without the Executive’s written consent, except that the Company’s obligations
under this Agreement shall be the binding legal obligations of any successor to
the Company by sale, and in the event of any transaction that results in the
transfer of substantially all of the assets or business of the Company, the
Company will use its best efforts to cause the transferee to assume the
obligations of the Company under this Agreement.  The Executive may not assign this Agreement
during his life.  Upon the Executive’s
death this Agreement will inure to the benefit of the Executive’s heirs,
legatees and legal representatives of the Executive’s estate.


 


7.                                       Interpretation.  The laws of the State of Delaware shall
govern the validity, interpretation, construction and performance of this
Agreement, without regard to the conflict of laws principles thereof.


 


8.                                       Withholding.  The Company may withhold from any payment
that it is required to make under this Agreement amounts sufficient to satisfy
applicable withholding requirements under any federal, state or local law.


 


9.                                       Amendment or Termination.  This Agreement may be amended at any time by
written agreement between the Company and the Executive.


 


10.                                 Notices. 
Notices given pursuant to this Agreement shall be in writing and shall
be deemed received when personally delivered, or on the date of written
confirmation of receipt by (i) overnight carrier, (ii) telecopy, (iii) registered
or certified mail, return receipt requested, addressee only, postage prepaid,
or (iv) such other method of delivery that provides a written confirmation
of delivery.  Notice to the Company shall
be directed to:


 


SPX Corporation


13515
Ballantyne Corporate Place


Charlotte, NC
28277


Attention:
General Counsel


 


The Company may change the
person and/or address to whom the Executive must give notice under this Section by
giving the Executive written notice of such change, in accordance with the
procedures described above.  Notices to
or with respect to the Executive will be directed to the Executive, or to the
Executive’s executors, personal representatives or distributees, if the
Executive is deceased, or the assignees of the Executive, at the Executive’s
home address on the records of the Company.


 


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11.                                 Severability.  If any provisions(s) of this Agreement
shall be found invalid or unenforceable by a court of competent jurisdiction,
in whole or in part, then it is the parties’ mutual desire that such court
modify such provision(s) to the extent and in the manner necessary to
render the same valid and enforceable, and this Agreement shall be construed
and enforced to the maximum extent permitted by law, as if such provision(s) had
been originally incorporated herein as so modified or restricted, or as if such
provision(s) had not been originally incorporated herein, as the case may
be.


 


12.                                 Entire Agreement.  This Agreement sets forth the entire
agreement and understanding between the Company and the Executive and
supersedes all prior agreements and understandings, written or oral, relating
to the subject matter hereof; provided, however, that: (i) the Executive’s
Change of Control Agreement, dated November 20, 2008, shall remain in full
force and effect, and payments and benefits provided thereunder shall replace
those provided in this Agreement to the extent that such payments or benefits
would otherwise clearly be duplicative; and (ii) the Executive’s
non-compete, non-solicitation, confidentiality or similar restrictive covenants
shall remain in full force and effect.


 


13.                                 Consultation With Counsel.  The Executive acknowledges that he has had a
full and complete opportunity to consult with counsel of the Executive’s own
choosing concerning the terms, enforceability and implications of this
Agreement, and the Company has made no representations or warranties to the
Executive concerning the terms, enforceability or implications of this
Agreement other than as are reflected in this Agreement.


 


14.                                 No Waiver. 
No failure or delay by the Company or the Executive in enforcing or exercising
any right or remedy hereunder shall operate as a waiver thereof.  No modification, amendment or waiver of this
Agreement nor consent to any departure by the Executive from any of the terms
or conditions thereof, shall be effective unless in writing and signed by the
Chairman of the Company’s Board.  Any
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given.


 


15.                                 Effect on Other Obligations.  Payments and benefits herein provided to be
paid to the Executive by the Company shall be made without regard to and in
addition to any other payments or benefits required to be paid the Executive at
any time hereafter under the terms of any other agreement between the Executive
and the Company or under any other policy of the Company relating to
compensation, or retirement or other benefits. 
Except as otherwise expressly provided herein, payments or benefits
provided the Executive hereunder shall be reduced by any amount the Executive
may earn or receive from employment with another employer or from any other
source.


 


16.                                 Survival. 
All Sections of this Agreement survive beyond the Employment Term except
as otherwise specifically stated.


 


17.                                 Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning thereof.


 


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18.                                 Counterparts.  The parties may execute this Agreement in one
or more counterparts, all of which together shall constitute but one Agreement.


 


19.                                 409A Compliance.  To the extent any provision of this Agreement
or action by the Company would subject the Executive 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 Company.  It is intended that this Agreement will
comply with Code Section 409A and the interpretive guidance thereunder,
including the exceptions for short-term deferrals, separation pay arrangements,
reimbursements, and in-kind distributions, and this Agreement shall be
administered accordingly, and interpreted and construed on a basis consistent
with such intent.  Each payment under Section 5
of this Agreement or any Company benefit plan is intended to be treated as one
of a series of separate payments for purposes of Code Section 409A and
Treasury Regulation §1.409A-2(b)(2)(iii) (or any similar or successor
provisions).  This Agreement may be
amended to the extent necessary (including retroactively) by the Company in
order to preserve compliance with Code Section 409A.  The preceding shall not be construed as a
guarantee of any particular tax effect for the Executive’s compensation and
benefits.


 


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IN
WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.


 


	
  EXECUTIVE ACCEPTANCE

  	
  SPX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/Christopher J. Kearney

  	
   

  	
  By:/s/Kevin L. Lilly

  
	
  Christopher J. Kearney

  	
        Kevin L. Lilly

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  Senior Vice
  President, Secretary 

  and General Counsel

  
	
   

  	
   

  
	
   

  	
  Date:  December 8, 2008

  
				



 


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