Exhibit 10.1


 


SPX Corporation


 


2002 STOCK COMPENSATION PLAN


 


RESTRICTED STOCK AGREEMENT


           AWARD


 


THIS
AGREEMENT is made between SPX CORPORATION, a Delaware corporation (the “Company”),
and the Recipient pursuant to the SPX Corporation 2002 Stock Compensation Plan
and related plan documents (the “Plan”) in combination with an SPX Restricted
Stock Summary (the “Award Summary”) to be displayed at the Fidelity
website.  The Award Summary, which
identifies the person to whom the Restricted Stock (as defined in Section 1
below) is granted (the “Recipient”) and specifies the date (the “Award Date”)
and other details of the award, and the electronic acceptance of this Agreement
(which also is to be displayed at the Fidelity website), are incorporated
herein by reference.  The parties hereto
agree as follows:


 


1.                                       Grant of
Restricted Stock.  The Company hereby
grants to the Recipient, pursuant to Section 9 of the Plan, the number of
shares of Company common stock (the “Common Stock”) specified above (the “Restricted
Stock”), subject to the terms and conditions of the Plan and this
Agreement.  The Restricted Stock is
divided into three separate tranches, for purposes of determining when the
Period of Restriction ends with respect to the restricted shares.  The Recipient must accept the Restricted
Stock award within 90 days after notification that the award is available for
acceptance and in accordance with the instructions provided by the
Company.  The award automatically will be
rescinded upon the action of the Company, in its discretion, if the award is
not accepted within 90 days after notification is sent to the Recipient
indicating availability for acceptance.


 


2.                                       Restrictions.  The Restricted Stock may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, whether
voluntarily or involuntarily or by operation of law, until the termination of
the applicable Period of Restriction (as defined in Section 4 below) or as
otherwise provided in the Plan or this Agreement.  Except for such restrictions, and the
provisions relating to dividends paid during the Period of Restriction
described in Section 9, the Recipient will be treated as the owner of the
shares of Restricted Stock and shall have all of the rights of a shareholder,
including, but not limited to, the right to vote such shares.


 


3.                                       Restricted
Stock Certificates.  The stock
certificate(s) representing the Restricted Stock shall be issued or held
in book entry form promptly following the acceptance of this Agreement.  If a stock certificate is issued, it shall be
delivered to the Secretary of the Company or such other custodian as may be
designated by the Company, to be held until the end of the Period of
Restriction or until the Restricted Stock is forfeited.  The certificates representing shares of
Restricted Stock granted pursuant to this Agreement shall bear a legend in
substantially the form set forth below:


 

















 


The
sale or other transfer of the shares of stock represented by this certificate,
whether voluntary, involuntary or by operation of law, is subject to certain
restrictions on transfer set forth in the SPX Corporation 2002 Stock
Compensation Plan, rules and administration adopted pursuant to such Plan,
and a Restricted Stock award agreement with an Award Date of
                      .  A copy of the Plan, such rules and such
Restricted Stock award agreement may be obtained from the Secretary of SPX
Corporation.


 


4.                                       Period of
Restriction.  Subject to the provisions
of the Plan and this Agreement, unless vested or forfeited earlier as described
in Section 6, 7, or 8 of this Agreement, as applicable, each tranche of
Restricted Stock awarded hereunder shall become vested and freely transferable
if, as of any Measurement Date for such tranche, Total Shareholder Return
(defined below) for the Measurement Period associated with such Measurement
Date is greater than the S&P Return (defined below) for such Measurement
Period.  Such vesting shall occur upon
certification by the Board of Directors (or appropriate Board committee) that
the applicable performance criteria have been met. The following schedule sets
forth the Measurement Date(s) and associated Measurement Periods for each
tranche.


 


	
  Measurement Date

  	
   

  	
  Measurement
  Period

  
	
   

  	
   

  	
   

  
	
  Tranche 1:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tranche 2:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tranche 3:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


“Total Shareholder Return” shall mean the percentage
change in the Fair Market Value of a share of Common Stock (using total
shareholder return of the Common Stock as reported by Interactive Data
Corporation) during the applicable Measurement Period.  “S&P Return” shall mean the percentage
return of the S&P 500 Composite Index (using total shareholder return of
the S&P 500 Composite Index as reported by Interactive Data Corporation)
during the applicable Measurement Period.


 


Any tranche which has not vested as of
                   
shall be permanently forfeited.  Upon
vesting, all vested shares shall cease to be considered Restricted Stock,
subject to the terms and conditions of the Plan and this Agreement, and the
Recipient shall be entitled to have the legend removed from his or her Common
Stock certificate(s).  The vesting date
for a share of Restricted Stock is
                    
following the applicable Measurement Date. 
The period prior 


 

















 


to the vesting date with
respect to a share of Restricted Stock is referred to as the “Period of
Restriction.”


 


5.                                       Vesting upon
Termination due to Retirement, Disability or Death.


 


If,
while the Restricted Stock is subject to a Period of Restriction, the Recipient
terminates employment with the Company (or a Subsidiary of the Company if the
Recipient is then in the employ of such Subsidiary) by reason of disability (as
determined by the Company) or death, then the portion of the Restricted Stock
subject to a Period of Restriction shall become fully vested as of the date of
employment termination without regard to the Period of Restriction set forth in
Section 4 of this Agreement.


 


If,
while the Restricted Stock is subject to a period of Restriction, the Recipient
terminates employment with the Company (or a Subsidiary of the Company if the
Recipient is then in the employ of such Subsidiary) by reason of retirement,
such Restricted Stock shall vest only if (and at the time that) the specified
performance goals are achieved.  A
Recipient will be eligible for “retirement” treatment for purposes of this
Agreement if, at the time of employment termination, he/she is age 55 or older,
he/she has completed five years of service with the Company or a Subsidiary
(provided that the Subsidiary has been directly or indirectly owned by the
Company for at least three years), and he/she voluntarily elects to retire.


 


The term “Subsidiary” is defined in the Plan and
means a corporation with respect to which the Company directly or indirectly
owns 50% or more of the voting power.


 


6.                                       Forfeiture upon
Termination due to Reason other than Retirement, Disability or Death.  If, prior to the end of the applicable
Measurement Period(s) for any unvested tranche,  the Recipient’s employment with the Company
(or a Subsidiary of the Company if the Recipient is then in the employ of such
Subsidiary) terminates for a reason other than the Recipient’s retirement,
disability or death, then the Recipient shall forfeit any such unvested tranche
on the date of such employment termination.


 


7.                                       Vesting upon
Change of Control.  In the event of a “Change
of Control” of the Company as defined in this Section, the Restricted Stock
shall cease to be subject to the Period of Restriction set forth in Section 4
of this Agreement.  A “Change of Control”
shall be deemed to have occurred if:


 


(a)                                  Any “Person”
(as defined below), excluding for this purpose (i) the Company or any
Subsidiary of the Company, (ii) any employee benefit plan of the Company
or any Subsidiary of the Company, and (iii) any entity organized,
appointed or established for or pursuant to the terms of any such plan that
acquires beneficial ownership of common shares of the Company, is or becomes
the “Beneficial Owner” (as defined below) of twenty percent (20%) or more of
the common shares of the Company then outstanding; provided, however, that no
Change of Control shall be deemed to have occurred as the result of an
acquisition of common shares of the Company by the Company which, by reducing
the number of shares outstanding, increases the 


 

















 


proportionate beneficial
ownership interest of any Person to twenty percent (20%) or more of the common
shares of the Company then outstanding, but any subsequent increase in the
beneficial ownership interest of such a Person in common shares of the Company
shall be deemed a Change of Control; and provided further that if the Board of
Directors of the Company determines in good faith that a Person who has become
the Beneficial Owner of common shares of the Company representing twenty percent
(20%) or more of the common shares of the Company then outstanding has
inadvertently reached that level of ownership interest, and if such Person
divests as promptly as practicable a sufficient number of shares of the Company
so that the Person no longer has a beneficial ownership interest in twenty
percent (20%) or more of the common shares of the Company then outstanding,
then no Change of Control shall be deemed to have occurred.  For purposes of this paragraph (a), the
following terms shall have the meanings set forth below:


 


(i)                                     (i)                                     “Person” shall
mean any individual, firm, limited liability company, corporation or other
entity, and shall include any successor (by merger or otherwise) of any such
entity.


 


(ii)                                  (ii)                                  “Affiliate” and
“Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the “Exchange Act”).


 


(iii)                               (iii)                               A Person shall
be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own”
any securities:


 


(A)                              which such Person or any of such Person’s Affiliates
or Associates beneficially owns, directly or indirectly (determined as provided
in Rule 13d-3 under the Exchange Act);


 


(B)                                which such Person or any of such Person’s Affiliates
or Associates has (1) the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (other than customary agreements with
and between underwriters and selling group members with respect to a bona fide public offering of
securities), or upon the exercise of conversion rights, exchange rights,
rights, warrants or options, or otherwise; provided, however, that a Person
shall not be deemed the Beneficial Owner of, or to beneficially own, securities
tendered pursuant to a tender or exchange offer made by or on behalf of such
Person or any of such Person’s Affiliates or Associates until such tendered
securities are accepted for purchase or exchange; or (2) the right to vote
pursuant to any agreement, arrangement or understanding; provided, however,
that a Person shall not be deemed the Beneficial Owner of, or to beneficially
own, any security if the agreement, arrangement or understanding to vote such
security (a) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant to,
and in accordance with, the applicable rules and regulations promulgated
under the Exchange Act and (b) is not also then reportable on Schedule 13D
under the Exchange Act (or any comparable or successor report); or


 


(C)                                which are beneficially owned, directly or
indirectly, by any other Person with which such Person or any of such Person’s
Affiliates or Associates has any agreement, arrangement or understanding (other
than customary agreements with and between underwriters and selling 


 

















 


group members with respect to a bona fide public offering of
securities) for the purpose of acquiring, holding, voting (except to the extent
contemplated by the proviso to subparagraph (a)(iii)(B)(2), above) or disposing
of any securities of the Company.


 


Notwithstanding anything in this “Beneficial
Ownership” definition to the contrary, the phrase “then outstanding,” when used
with reference to a Person’s beneficial ownership of securities of the Company,
shall mean the number of such securities then issued and outstanding together
with the number of such securities not then actually issued and outstanding
which such Person would be deemed to own beneficially hereunder.


 


(b)                                 During any
period of two (2) consecutive years (not including any period prior to the
acceptance of this Agreement), individuals who at the beginning of such
two-year period constitute the Board of Directors of the Company and any new
director or directors (except for any director designated by a person who has
entered into an agreement with the Company to effect a transaction described in
paragraph (a), above, or paragraph (c), below) whose election by the Board or
nomination for election by the Company’s shareholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at
least a majority of the Board; or


 


(c)                                  Approval by the
shareholders of (or if such approval is not required, the consummation of) (i) a
plan of complete liquidation of the Company, (ii) an agreement for the
sale or disposition of the Company or all or substantially all of the Company’s
assets, (iii) a plan of merger or consolidation of the Company with any
other corporation, or (iv) a similar transaction or series of transactions
involving the Company (any transaction described in parts (i) through (iv) of
this paragraph (c) being referred to as a “Business Combination”), in each
case unless after such a Business Combination the shareholders of the Company
immediately prior to the Business Combination continue to own at least eighty
percent (80%) of the voting securities of the new (or continued) entity
immediately after such Business Combination, in substantially the same
proportion as their ownership of the Company immediately prior to such Business
Combination.


 


Notwithstanding
any provision of this Agreement to the contrary, a “Change of Control” shall
not include any transaction described in paragraph (a) or (c), above,
where, in connection with such transaction, the Recipient and/or any party
acting in concert with the Recipient substantially increases his or its, as the
case may be, ownership interest in the Company or a successor to the Company
(other than through conversion of prior ownership interests in the Company
and/or through equity awards received entirely as compensation for past or
future personal services).


 


8.                                       Settlement
Following Change of Control. 
Notwithstanding any provision of this Agreement to the contrary, in
connection with or after the occurrence of a Change of Control as defined in Section 7
of this Agreement, the Company may, in its sole discretion, fulfill its
obligation with respect to all or any portion of the Restricted Stock that
ceases to be subject to a Period of Restriction in conjunction with the Change
of Control by:


 

















 


(a)                                  delivery of (i) the
number of shares of Common Stock that have ceased to be subject to a Period of
Restriction or (ii) such other ownership interest as such shares of Common
Stock may be converted into by virtue of the Change of Control transaction;


 


(b)                                 payment of cash
in an amount equal to the fair market value of the Common Stock at that time;
or


 


(c)                                  delivery of any
combination of shares of Common Stock (or other converted ownership interest)
and cash having an aggregate fair market value equal to the fair market value
of the Common Stock at that time.


 


9.                                       Dividends Paid
During Period of Restriction.  If cash
dividends are paid with respect to any shares of Restricted Stock, such
dividends shall be deposited in the Recipient’s name in an escrow or similar
account maintained by the Company for this purpose.  Such dividends shall be subject to the same
Period of Restriction as the shares of Restricted Stock to which they relate.  The dividends shall be paid to the Recipient
in cash (subject to all applicable tax withholding), without adjustment for
interest, as soon as administratively practicable after the date the related
shares of Restricted Stock vest.  If the
related shares of Restricted Stock are forfeited, then any dividends related to
such shares shall also be forfeited on the same date.  If any dividends on Restricted Stock are paid
in shares of Common Stock, the dividend shares shall be subject to the same
restrictions as the shares of Restricted Stock with respect to which they were
paid, and shall vest or be forfeited in the same manner as the underlying
Restricted Stock.


 


10.                                 Adjustment in
Capitalization.  In the event of any
change in the Common Stock of the Company through stock dividends or stock
splits, a corporate split-off or split-up, or recapitalization, merger,
consolidation, exchange of shares, or a similar event, the number of shares of
Restricted Stock subject to this Agreement shall be equitably adjusted by the
Committee.


 


11.                                 Delivery of
Stock Certificates.  Subject to the
requirements of Sections 12 and 13 below, as promptly as practicable after
shares of Restricted Stock cease to be subject to a Period of Restriction in
accordance with Section 4, 5, or 7 of this Agreement, the Company shall
cause to be issued and delivered to the Recipient, the Recipient’s legal
representative, or a brokerage account for the benefit of the Recipient, as the
case may be, certificates for the vested shares of Common Stock.


 


12.                                 Tax
Withholding.  Whenever a Period of
Restriction applicable to the Recipient’s rights to some or all of the
Restricted Stock lapses as provided in Section 4, 6, or 8 of this
Agreement, the Company or its agent shall notify the Recipient of the related
amount of tax that must be withheld under applicable tax laws. 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 security, 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 that correspond to Restricted Stock that vests in
accordance with this Agreement, 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 on account 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.  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 minimum withholding obligation for
Tax and/or withhold any Common Stock. 
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 his or her 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.


 


13.                                 Securities
Laws.  This award is a private offer that
may be accepted only by a Recipient who is an employee or director of the
Company or a Subsidiary of the Company and who satisfies the eligibility
requirements outlined in the Plan and the Committee’s administrative
procedures.  If a Registration Statement
under the Securities Act of 1933, as amended, is not in effect with respect to
the shares of Common Stock to be issued pursuant to this Agreement, the
Recipient hereby represents that he or she is acquiring the shares of Common
Stock for investment and with no present intention of selling or transferring
them and that he or she will not sell or otherwise transfer the shares except
in compliance with all applicable securities laws and requirements of any stock
exchange on which the shares of Common Stock may then be listed.


 


14.                                 No Employment
or Compensation Rights.  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.  This Agreement shall not confer upon the
Recipient any right to continuation of employment by the Company or its
Subsidiaries, nor shall this Agreement interfere in any way with the Company’s
or its Subsidiaries’ right to terminate Recipient’s employment at any
time.  Neither the Plan nor this
Agreement forms any part of any contract of employment between the Company or
any Subsidiary and the Recipient, and neither the Plan nor this Agreement
confers on the Recipient any legal or equitable rights (other than those
related to the Restricted Stock award) against the Company or any Subsidiary or
directly or indirectly gives rise to any cause of action in law or in equity
against the Company or any Subsidiary.


 

















 


The
Restricted Stock granted pursuant to this Agreement does not constitute part of
the Recipient’s wages or remuneration or count as pay or remuneration for
pension or other purposes.  If the
Recipient terminates employment with the Company or any Subsidiary, in no
circumstances will 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 he or she might otherwise have enjoyed had such employment
continued, whether such compensation is claimed by way of damages for wrongful
dismissal, breach of contract or otherwise.


 


15.                                 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 (meaning the Compensation
Committee of the Board of Directors of the Company, as defined in the Plan) 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 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.


 


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