Exhibit 10.2


 


SPX
Corporation


 


2006 NON-EMPLOYEE DIRECTORS’


STOCK INCENTIVE 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 2006 Non-Employee Directors’
Stock Incentive 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 6 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 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automatically will be rescinded upon the action of the Company, in its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 described 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 7, 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 2006 Non-Employee Directors’
Stock Incentive 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 5
of this Agreement, 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 period prior to the vesting date with
respect to a share of Restricted Stock is referred to as the “Period of
Restriction.”


 


5.             Forfeiture.  Any
unvested shares of Restricted Stock
shall be forfeited and cancelled upon the earlier of (i) the date on which
the Non-Employee Director ceases to be a member of the Board for any reason
other than death, disability or retirement from the Board after attaining age
seventy, or (ii)                       
if the applicable vesting requirements were not met as provided in Section 4
above.  Notwithstanding the foregoing, any unvested shares of Restricted
Stock (which have not been forfeited and cancelled pursuant to the preceding
sentence) shall vest upon the earlier of (i) the death or disability of
the Non-Employee Director, (ii) the retirement of the Non-Employee
Director from the Board after attaining age seventy or (iii) a Change of
Control (as defined below).


 


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)            “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)           “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)          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).


 


6.             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 5 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.


 


7.               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.


 


8.             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
Board.


 


9.             Delivery of Stock
Certificates.  Subject to the
requirements of Section 10 below, as promptly as practicable after shares
of Restricted Stock cease to be subject to a Period of Restriction in
accordance with Section 4 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.


 


10.           Securities
Laws.  This award is a private offer that
may be accepted only by a Recipient who is a director of the Company or a
Subsidiary of the Company and who satisfies the eligibility requirements
outlined in the Plan and the Board’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.


 


11.           No Legal
Rights.  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.


 


12.           Plan Terms and
Board 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 Board may adopt for administration of the Plan.  It is expressly understood that the Board 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.


 


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