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rescinded upon the action of the Company, in its discretion, if the award is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, 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 and the right to receive all dividends, if any, paid on such
shares.  If any dividends 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.


 


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 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.


 


(a)                                  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.


 


(b)                                  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 8
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.                                       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.


 


10.                                 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, 6, or 8 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.


 


11.                                 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 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.


 


12.                                 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.


 


13.                                 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.


 

















 


14.                                 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.


 


15.                                 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.