Exhibit 10.1


 


SPX 2019 STOCK COMPENSATION PLAN


 


TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT


 


THIS AGREEMENT (the “Agreement”)
is made between SPX Technologies, Inc., a Delaware corporation (the “Company”), and the Recipient pursuant to the SPX
2019 Stock Compensation Plan, as amended from time to time, and related plan documents (the “Plan”) in combination
with an SPX Restricted Stock Unit Summary (the “Award Summary”) to be displayed at the Fidelity website. The Award
Summary, which identifies the person to whom the Restricted Stock Units are granted (the “Recipient”) and specifies
the date (the “Award Date”) and other details of this grant of Restricted Stock Units, and the electronic acceptance
of this Agreement (which also is to be displayed at the Fidelity website), are incorporated herein by reference. Capitalized terms used
but not otherwise defined herein shall have the meanings assigned to such terms in the Plan. The parties hereto agree as follows:


 


1. Grant of Restricted
Stock Units. The Company hereby grants to the Recipient the number of Restricted Stock Units specified in the Award Summary (the “Award”),
subject to the terms and conditions of the Plan and this Agreement. Each Restricted Stock Unit shall entitle the Recipient to a share
of Common Stock when the Restricted Stock Unit ceases to be subject to any applicable Period of Restriction (as specified in Section 4
below). The Recipient must accept the Restricted Stock Unit Award within ninety (90) days after notification that the Award is available
for acceptance and in accordance with the instructions provided by the Company. The Award automatically shall be rescinded upon the action
of the Company, in its discretion, if the Award is not accepted within ninety (90) days after notification is sent to the Recipient indicating
availability for acceptance. No payment of cash is required for the award of the Restricted Stock Units pursuant to this Agreement.


 


2. Restrictions.
The Restricted Stock Units evidenced by this Award may not be sold, transferred, pledged, assigned, used to exercise options or otherwise
alienated or hypothecated, whether voluntarily or involuntarily or by operation of law. The Recipient shall have no rights in the Common
Stock underlying the Restricted Stock Units until the Restricted Stock Units cease to be subject to any applicable Period of Restriction
and the delivery of the underlying shares of Common Stock is made, or as otherwise provided in the Plan or this Agreement. The Recipient
shall not have any voting rights with respect to the Restricted Stock Units, nor shall the Recipient receive or be entitled to receive
any dividends or dividend equivalents with respect to the Restricted Stock Units.


 


3. Restricted Stock
Unit Account. The Company shall maintain an account (the “Restricted Stock Unit Account” or “Account”)
on its books in the name of the Recipient, which shall reflect the number of Restricted Stock Units awarded to the Recipient.


 


4. Period of Restriction.
Subject to the provisions of the Plan and this Agreement, unless they are vested or forfeited earlier as described in Section 5, 6, or
7 of this Agreement, as applicable, the Restricted Stock Unit Award shall become vested in equal one-third increments on the first, second
and third anniversaries of the Award Date (each, a “Vesting Date”) subject to the Recipient’s continuous employment
with a Subsidiary of the Company through the applicable Vesting Date, provided that the Committee, in its sole discretion, and subject
to Section 15, may accelerate the vesting of all or a portion of the Restricted Stock Units, at any time and from time to time. Only a
whole number of Restricted Stock Units shall become vested as of any given Vesting Date. If the number of Restricted Stock Units determined
as of a Vesting Date is a fractional number, the number vesting shall be rounded up to the nearest whole number with any fractional portion
carried forward.


 






    


     


    

 


Upon vesting, all vested Restricted
Stock Units shall cease to be considered Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, and
except as otherwise provided in the Agreement (including Section 15), the Recipient shall be entitled to receive one share of Common Stock
for each vested Restricted Stock Unit in the Recipient’s Account.


 


5. Vesting upon
Certain Terminations.


 


(a)
Disability or Death. If, while the Restricted Stock Units are subject to any applicable Period of Restriction,
the Recipient experiences a termination of Service by reason of Disability or death, then the portion of the Restricted Stock Units subject
to the Period of Restriction shall become fully vested as of the date of such termination of Service without regard to the Period of Restriction
set forth in Section 4 of this Agreement.


 


(b)
Retirement. If, while the Restricted Stock Units are subject to any applicable Period of Restriction, the Recipient
experiences a termination of Service by reason of Retirement (as defined below), then a portion of the Restricted Stock Units still subject
to a Period of Restriction shall vest, with such portion vesting equal to the number of Restricted Stock Units that would have vested
on the next following Vesting Date (assuming the Recipient’s employment had continued through such Vesting Date) multiplied by a
fraction, the numerator of which is the number of full months elapsed since the Tranche Beginning Date (as defined below), and the denominator
of which is 12; provided, however, such numerator shall be zero if the termination of Service occurs within 90 days of the
Tranche Beginning Date. Any Restricted Stock Units still subject to a Period of Restriction after giving effect to the preceding sentence
shall be forfeited as of the date of the Recipient’s termination.


 


A Recipient shall be eligible for “Retirement”
treatment for purposes of this Agreement if, at the time of the Recipient’s termination of Service, (i) the Recipient is age 60
or older, (ii) has completed ten years of Service with a Subsidiary of the Company (provided that the Subsidiary has been directly or
indirectly owned by the Company or any predecessor of the Company for at least three years), and (iii) elects to retire by providing appropriate
notice to the Human Resources department of the Subsidiary of the Company to which the Recipient is employed with. The “Tranche
Beginning Date” shall be (X) the Award Date, if the termination of Service occurs prior to the first Vesting Date, or (Y) the most
recent prior Vesting Date, if the termination of Service occurs after the first Vesting Date.


 






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6. Forfeiture upon
Termination due to Reason other than Disability or Death. If, while the Restricted Stock Units are subject to any applicable Period
of Restriction, the Recipient experiences a termination of Service for any reason other than the Recipient’s Disability or death,
and subject to Sections 5(b) and 7, then the Recipient shall forfeit any Restricted Stock Units that are subject to the Period of Restriction
on the date of such termination of Service.


 


7. Termination Without
Cause Following Change of Control. Subject to Section 8, in the event the Recipient is terminated without Cause within two years following
a Change of Control, the Restricted Stock Units subject to any applicable Period of Restriction shall become fully vested as of the termination
without Cause and shall cease to be subject to the Period of Restriction set forth in Section 4 of this Agreement.


 


8. Effect of Change
of Control. In the event of a Change of Control:


 


(a)
No cancellation, termination, lapse of Period of Restriction, settlement or other payment shall occur with respect to any Restricted
Stock Units if the Committee (as constituted immediately prior to the Change of Control) reasonably determines, in good faith, prior to
the Change of Control that the Restricted Stock Units shall be honored or assumed or new rights substituted therefor by an Alternative
Award, in accordance with the terms of Section 13.5 of the Plan.


 


(b)
Notwithstanding Section 8(a), if an Alternative Award meeting the requirements of Section 13.5 of the Plan cannot be issued,
or the Committee so determines at any time prior to the Change of Control, any Restricted Stock Units subject to an applicable Period
of Restriction shall become fully vested and free of any Period of Restriction immediately prior to the Change of Control.


 


(c)
Notwithstanding Sections 8(a) and 8(b), and subject to Section 13.4 of the Plan, the Committee (as constituted immediately
prior to the Change of Control) may, in its discretion, cancel any Restricted Stock Units in exchange for an amount equal to the Change
of Control Price multiplied by the aggregate number of shares of Common Stock covered by such Award.


 


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
spin-off, reverse spin-off, split-off or split-up, extraordinary cash dividend or other distribution of assets by the Company, or recapitalization,
merger, consolidation, exchange of shares, or a similar event, the number of Restricted Stock Units subject to this Agreement shall be
equitably adjusted by the Committee to preserve the intrinsic value of any Awards granted under the Plan. Such mandatory adjustment may
include a change in any or all of the number and kind of shares of Common Stock or other equity interests underlying the Restricted Stock
Units, and/or if reasonably determined in good faith by the Committee prior to such adjustment event, that the Restricted Stock Units
(in whole or in part) shall be replaced by Alternative Awards meeting the requirements set forth in Section 13.5 of the Plan. In addition,
the Committee may make provisions for a cash payment to a Recipient in such event. The number of shares of Common Stock or other equity
interests underlying the Restricted Stock Units shall be rounded to the nearest whole number. Any such adjustment shall not result in
adverse tax consequences to the Recipient under Code Section 409A.


 






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10. Delivery of
Stock Certificates or Cash. Subject to the requirements of Sections 11 and 12 below, as promptly as practicable after the Restricted
Stock Units should be settled and paid as otherwise provided in accordance with this Agreement, but in no event later than 60 days after
such date, the Company may, if applicable, 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 shares of Common Stock that correspond
to the vested Restricted Stock Units, or, pursuant to Section 8, a check shall be delivered to the last known address of the Recipient.


 


11. Tax Withholding.
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 insurance, 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
of Common Stock that correspond to settlement of vested Restricted Stock Units, 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 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 of Common Stock. 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 (not to exceed maximum statutory rates). 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. 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 a 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.


 






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12. Securities Laws.
This Award is a private offer that may be accepted only by a Recipient who is an employee of a Subsidiary of the Company and who satisfies
the eligibility requirements outlined in the Plan and the Committee’s administrative procedures. This Award may not be registered
with the body responsible for regulating offers of securities in the Recipient’s country. The future value of Common Stock acquired
under the Plan is unknown and could increase or decrease.


 


Neither the Plan nor any offering
materials related to the Plan may be distributed to the public. The Common Stock should be resold only on the New York Stock Exchange
and should not be resold to the public except in full compliance with all applicable securities laws.


 


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 the Recipient is acquiring the shares of Common Stock for investment and with no present
intention of selling or transferring them and that the Recipient shall 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. This Section applies whether or not the Company has full discretion in the operation of the Plan, and whether
or not the Company could be regarded as being subject to any legal obligations in the operation of the Plan. It also applies both during
and after the period that the Recipient is providing Services, whether the termination of a Recipient’s Service is lawful or unlawful.


 


Nothing in the rules, the
operation of the Plan or this Agreement forms part of the contract of employment or employment relationship between the Recipient and
the Company or any Subsidiary of the Company. The rights and obligations arising from the employment relationship between the Recipient
and the Company or one of its Subsidiaries are separate from, and are not affected by, the Plan. This Agreement shall not confer upon
the Recipient any right to continue to provide Services, nor shall this Agreement interfere in any way with the Company’s or its
Subsidiaries’ right to terminate Recipient’s Service at any time.


 


The grant of rights on a particular
basis in any year does not create any right to or expectation of the grant of rights on the same basis, or at all, in any future year.


 


No employee is entitled to
participate in the Plan, or to be considered for participation in the Plan, at a particular level or at all. Participation in any operation
of the Plan does not imply any right to participate, or to be considered for participation, in any later operation of the Plan.


 


Without prejudice to a Recipient’s
rights under the Plan, subject to and in accordance with the express terms of the applicable rules, no Recipient has any rights in respect
of the Company’s exercise or omission to exercise any discretion, or making or omission to make any decision, relating to the right.
Any and all discretion, decisions or omissions relating to the right may operate to the disadvantage of the Recipient, even if this could
be regarded as capricious or unreasonable or could be regarded as a breach of any implied term between the Recipient and the Recipient’s
employer, including any implied duty of trust and confidence. Any such implied term is hereby excluded and overridden.


 






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No employee has any right
to compensation for any loss in relation to the Plan, including:


 


		·	any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason
(including lawful or unlawful termination of Service);



 


		·	any exercise of discretion or a decision taken in relation to the Plan, or any failure to exercise discretion
or make a decision; or



 


		·	the operation, suspension, termination or amendment of the Plan.



 


The Restricted Stock Units
granted pursuant to this Agreement do not constitute part of the Recipient’s wages or remuneration or count as pay or remuneration
for pension or other purposes. If the Recipient experiences a termination of Service, in no circumstances shall 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 the
Recipient might otherwise have enjoyed had such Service continued, whether such compensation is claimed by way of damages for wrongful
dismissal, breach of contract or otherwise.


 


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. By participating in the Plan, a Recipient waives all rights under the Plan to the fullest
extent permitted by applicable laws, other than the rights subject to and in accordance with the express terms of the applicable rules,
in consideration for, and as a condition of, the grant of rights under the Plan. Neither this Agreement nor the Plan confers on the Recipient
any legal or equitable rights (other than those related to the Restricted Stock Unit Award) against the Company or any Subsidiary of the
Company or directly or indirectly gives rise to any cause of action in law or in equity against the Company or any Subsidiary of the Company.


 


Nothing in this Plan confers
any benefit, right or expectation on a person who is not a Recipient.


 


14. Data Privacy.
The Recipient understands that the Company, with its headquarters located at 6325 Ardrey Kell Road Suite 400, Charlotte, North Carolina,
USA 28277, shall act as the data controller with regard to the processing of the Recipient’s personal data for the purpose of implementing
the Plan and may be directly contacted at this address and/or by email at Privacy@spx.com and telephone at 980-474-3700.


 


The Recipient understands
that the Recipient’s employer and any of its affiliates may hold certain personal information about him or her, including the Recipient’s
name, date of birth, date of hire, home and business addresses and telephone numbers, e-mail address, business group/segment, employment
status, account identification, and details of all rights and other entitlement to shares or units awarded, cancelled, purchased, vested,
unvested or outstanding in the Recipient’s favor pursuant to this Agreement, for the purpose of managing and administering the Plan
(“Data”). The Recipient’s employer may communicate the Data to the Company for the purpose of the Plan.


 






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The Recipient understands
that the collection, storage, use and processing, in electronic or other form, of his or her Data is necessary for the exclusive purpose
of implementing, administering and managing the Recipient’s participation in the Plan.


 


The Data may be made available
to the authorized personnel of the Company and its affiliate, and to a broker or other third party with whom shares acquired pursuant
to the Plan may be deposited, as well as to government and other regulatory authorities for the purpose of complying with their legal
obligations in connection with the Plan.


 


As such, the Recipient further
understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the
Plan, that these recipients may be located in the Recipient’s country or elsewhere, including outside the European Economic Area,
and that the Recipient’s country may have less adequate data privacy laws and protections than the Recipient’s country. The
Company has entered into contractual arrangements to ensure the same safeguards for the Data as required under European Union Law. A third
party to whom the Data may be passed is Fidelity Investments and its affiliates.


 


The Recipient may request
at any time and without cost:


 


		·	a list with the names and addresses of any potential recipients of the Data;



 


		·	access to and access the Data relating to the Recipient;



 


		·	any additional information about the storage and processing of the Data.



 


The Recipient may exercise
the above-mentioned rights by contacting the Recipient’s local human resources representative or the Company’s local data
privacy administrator at Privacy@spx.com.


 


In addition, the Recipient
may also object, on grounds relating to his or her particular situation, at any time to the processing of the Data, in which case, the
Company shall no longer process the Data relating to the Recipient until the Company demonstrates compelling legitimate grounds for the
processing. The Recipient understands, however, that objecting to the processing of the Data, although it shall not have any negative
effect on the Recipient’s employment, may affect the Recipient’s ability to participate in the Plan. For more information
on the consequences of such objection, the Recipient may contact the Company’s local data privacy administrator.


 






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The Recipient understands
that Data shall be held only as long as necessary to implement, administer and manage the Recipient’s participation in the Plan.


 


In any case, the Recipient
has the right to lodge a complaint with the relevant local supervisory authority.


 


15. Compliance with
Code Section 409A. Notwithstanding any provision of the Plan or this Agreement to the contrary, the Award is intended to be exempt
from or, in the alternative, comply with Code Section 409A and the interpretive guidance thereunder, including the exceptions for stock
rights and short-term deferrals. The Plan and the Agreement shall be construed and interpreted in accordance with such intent. References
in the Plan and this Agreement to “termination of Service” and similar terms shall mean a “separation from service”
within the meaning of that term under Code Section 409A. Any payment or distribution that is to be made to a Recipient who is a “specified
employee” of the Company or a Subsidiary of the Company within the meaning of that term under Code Section 409A and as determined
by the Committee, on account of a “separation from service” under Code Section 409A, may not be made before the date which
is six months after the date of such “separation from service,” unless the payment or distribution is exempt from the application
of Code Section 409A by reason of the short-term deferral exemption or otherwise.


 


16. No Fractional
Shares. No fractional shares of Common Stock shall be issued or delivered under this Agreement. The Committee shall determine whether
cash or other property shall be issued or paid in lieu of such fractional shares of Common Stock or whether such fractional shares of
Common Stock or any rights thereto shall be forfeited or otherwise eliminated.


 


17. Amendment.
The Board may at any time amend, modify or terminate the Plan and this Agreement; provided, however, that no such action
of the Board shall adversely affect the Recipient’s rights under this Agreement without the consent of the Recipient. The Board
or the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required,
to unilaterally amend or modify this Agreement so that the Award qualifies for exemption from or complies with Code Section 409A; provided,
however, that the Board, the Committee and the Company make no representations that the Award shall be exempt from or comply with
Code Section 409A and make no undertaking to preclude Code Section 409A from applying to the Award.


 


18. 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 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 administration of the Plan and this Agreement, all of which shall be binding upon the 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.


 






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19. Severability.
If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or
would disqualify the Plan or the Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended
to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Board’s determination, materially
altering the intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder
of the Agreement shall remain in full force and effect.


 


20. Governing Law
and Jurisdiction. The Plan and this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware,
United States of America. The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating
to), the Plan shall be exclusively in the courts in the State of North Carolina, County of Mecklenburg, United States of America, including
the Federal Courts located therein (should Federal jurisdiction exist). As consideration for and by accepting the Award, the Recipient
agrees that the Governing Law and Jurisdiction provisions of this Section 20 shall supersede any Governing Law or similar provisions contained
or referenced in any prior equity awards made by the Company or a predecessor of the Company to the Recipient, and, accordingly, such
prior equity awards shall become subject to the terms and conditions of the Governing Law and Jurisdiction provisions of this Section
20.


 


21. Successors.
All obligations of the Company under this Agreement shall be binding on any successor to the Company, whether the existence of the successor
results from a direct or indirect purchase of all or substantially all of the business or assets of the Company or both, or a merger,
spin-off, consolidation or otherwise.


 


22. Compensation
Recovery. This Award shall be subject to any compensation recovery policy adopted by the Company, including any policy required to
comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company.
As consideration for and by accepting the Award, the Recipient agrees that all prior equity awards made by the Company or a predecessor
of the Company to the Recipient shall become subject to the terms and conditions of the provisions of this Section 22.


 


23. Language.
If the Recipient has received this Agreement or any other document related to the Plan translated into a language other than English and
the translated version is different than the English version, the English version shall control.


 


24. Further Assurances.
The Recipient agrees to use his or her reasonable efforts to proceed promptly with the transactions contemplated herein, to fulfill the
conditions precedent for the Recipient’s benefit or to cause the same to be fulfilled and to execute such further documents and
other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions
contemplated herein.


 


25. Addendums.
The Company may adopt addendums to this Agreement, which shall constitute part of this Agreement. Notwithstanding any provisions in this
Agreement, the Restricted Stock Units shall be subject to any country-specific terms set forth in an Addendum for the Recipient’s
country of residence or employment. Moreover, if the Recipient relocates to one of the countries included in the Addendum, the terms for
such country shall apply to the Recipient, to the extent the Company determines that the application of such terms is necessary or advisable.


 






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