Exhibit 10.3


 


Schedule


 


Following is the Amendment to the 


Restricted Stock Agreement for Christopher J. Kearney.


 


Amendments were also executed
by each of the executives listed in the chart below. Each Amendment is
identical to the following Amendment in all respects other than the parties
thereto. Pursuant to Instruction 2 to Item 601 of Regulation S-K, only the
Agreement with Mr. Kearney is being filed, together with the following schedule setting
forth the names of the parties to the other Agreements.


 


 


Robert B. Foreman


Thomas J. Riordan


Patrick O’Leary


Don L. Canterna


David A. Kowalski


Kevin L. Lilly (Mr. Kearney signed on behalf of the Company)


 


 


Amendment to Restricted Stock Agreement


Regarding Performance Measurement Periods


 


 


This shall constitute an amendment to the Restricted Stock Agreement —  2006 Award dated January 3, 2006 (the “Agreement”)
between Christopher J. Kearney (the “Executive”) and SPX Corporation (“SPX”)
pursuant to Section 9.2 of the SPX Corporation 2002 Stock Compensation
Plan, and shall be effective as the date set forth below.


 


WHEREAS, the Agreement specifies performance measurement periods upon
which vesting of each of the three tranches of the grant in connection with the
2006 Award is determined; and


 


WHEREAS, the performance measurement periods as specified in the
Agreement do not fully incorporate the cumulative vesting opportunity
previously approved by the Compensation Committee of the Board of Directors;


 


NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:


 


Section 4 specifies the following measurement dates and periods:


 


 


	
  Measurement Date

  	
   

  	
  Measurement Period

  
	
   

  	
   

  	
   

  
	
  Tranche 1:

  	
   

  	
   

  
	
  December 31, 2006

  	
   

  	
  January 1, 2006
  through December 31, 2006

  
	
  December 31, 2007

  	
   

  	
  January 1, 2006 through December 31, 2007

  
	
  December 31, 2008

  	
   

  	
  January 1, 2006 through December 31, 2008

  
	
   

  	
   

  	
   

  
	
  Tranche 2:

  	
   

  	
   

  
	
  December 31, 2007

  	
   

  	
  January 1, 2007 through December 31, 2007

  
	
  December 31, 2008

  	
   

  	
  January 1, 2007 through December 31, 2008

  
	
   

  	
   

  	
   

  
	
  Tranche 3:

  	
   

  	
   

  
	
  December 31, 2008

  	
   

  	
  January 1, 2008 through December 31, 2008

  



 


Those
measurement dates and periods are superseded and replaced in their entirety
with the following:


 


	
  Measurement Date

  	
   

  	
  Measurement Period

  
	
   

  	
   

  	
   

  
	
  Tranche 1:

  	
   

  	
   

  
	
  December 31, 2006

  	
   

  	
  January 1, 2006 through December 31, 2006

  
	
  December 31, 2007

  	
   

  	
  January 1, 2006 through December 31, 2007

  
	
  December 31, 2008

  	
   

  	
  January 1, 2006 through December 31, 2008

  
	
   

  	
   

  	
   

  
	
  Tranche 2:

  	
   

  	
   

  
	
  December 31, 2007

  	
   

  	
  January 1, 2007 through December 31, 2007

  
	
  December 31, 2007

  	
   

  	
  January 1, 2006 through December 31, 2007

  
	
  December 31, 2008

  	
   

  	
  January 1, 2006 through December 31, 2008

  
	
   

  	
   

  	
   

  
	
  Tranche 3:

  	
   

  	
   

  
	
  December 31, 2008

  	
   

  	
  January 1, 2008 through December 31, 2008

  
	
  December 31, 2008

  	
   

  	
  January 1, 2006 through December 31, 2008

  



 

















 


 


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


 


	
  EXECUTIVE ACCEPTANCE

  	
  SPX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
    /S/ Christopher J. Kearney

  	
   

  	
  By:

  	
  /s/ Kevin L. Lilly

  	
   

  
	
   

  	
   

  	
  Kevin L. Lilly

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  Vice President,
  Secretary

  
	
   

  	
   

  	
  and General Counsel

  
	
   

  	
   

  
	
   

  	
  Date:

  	
    February 24,
  2006