Exhibit 10.4


 


	
   

  	
   

  	
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  13515
  Ballantyne Corporate Place

  
	
   

  	
   

  	
  Charlotte,
  North Carolina 28277

  



 


December 31, 2005


 


Mr. Ross Bricker


13515 Ballantyne
Corporate Place


Charlotte, North Carolina
28277


 


Dear Ross:


 


As mutually agreed
between you and SPX Corporation (the “Company”), your employment with the
Company ended effective as of December 31, 2005 (your “Separation Date”).  At the conclusion of your employment, the
Company desires to retain your Services (as hereinafter defined in Section 3)
as a consultant for a specified time-period in order to make adequate
provisions for the orderly transition of your prior responsibilities, and to
assure that other personnel are identified and trained to assume responsibility
for, and to further insure the maintenance and integrity of, the Company’s
legal function, and your other prior responsibilities.  This letter (hereinafter the “Agreement”)
sets forth the terms and conditions applicable to your separation from the
Company and ongoing consulting services.


 


1.                                      Bonus and Equity Incentive Compensation


 


Based on your service with the Company, you will be
eligible to receive a bonus under the 2005 Executive Bonus Plan, based on full
year business performance and prorated according to the number of days you
worked for the Company in the 2005 plan year, and payable at the time such
bonuses are paid to participants generally. 
Restrictions lapse as of December 31, 2005 on 8,333 shares of your April 11,
2005 restricted stock award subject to confirmation by the Compensation Committee
of the Company’s Board of Directors that the performance criteria have been
met, and you will be entitled to those shares in accordance with the terms and
conditions contained in your 2005 Restricted Stock Award Agreement.  Other restricted stock shares granted to you
by the Company are not vested as of your Separation Date and will be forfeited.


 


2.                                      Employee
Benefits


 


The attached Exhibit A summarizes the status of
your employee benefits following your Separation Date.  Most of your employee benefits terminate as
of your last day of active work, although your medical, dental, and vision
coverage (if applicable) continue through the end of the month during which
your last day of active work occurred. 
Please be aware that you will be entitled to receive certain benefits as
noted in Exhibit A, provided you take the steps described in the
Exhibit.  It is important that you read
this information.


 


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Except as expressly provided in this Agreement,
payments or reimbursements in respect of country club dues, fees or other costs
or allowances shall cease effective as of your Separation Date.  Subject to the terms and conditions contained
in this Agreement and your full compliance with all obligations hereunder, you
will not be obligated to repay relocation expenses previously paid or
reimbursed by the Company.


 


You acknowledge that the
payments and benefits specified in this Agreement exceed in value any payments
and benefits to which you may already be entitled, and that this Agreement
otherwise is supported by good and sufficient consideration.


 


3.                                      Consulting
Period


 


From January 1, 2006
through March 31, 2006, unless sooner terminated as provided below (the “2006
Consulting Period”), the Company agrees to retain, and you agree to provide,
your Services (as defined below), which are to be provided as an independent
contractor of the Company.  Throughout
the 2006 Consulting Period, you shall work for or on behalf of the Company and
its affiliates to provide such advice, counsel or other assistance as is
requested by the Company, and you shall remain available to do so at all
relevant times (the “Services”).  You
shall be compensated at the rate of $ 41,667.00 per month for each month of the
2006 Consulting Period, which shall constitute your total and exclusive
compensation for providing the Services during this period.  Unless agreed upon at the Company’s sole
discretion and confirmed in writing by the Company’s General Counsel or the
undersigned, you shall work solely and exclusively for the Company and its
affiliates during the 2006 Consulting Period.


 


The Company may terminate
the Services immediately upon written notice to you if you breach this
Agreement or fail to diligently perform under all assigned projects within the
time periods mutually agreed upon.  Upon
such termination the Company shall have no further obligation to you in
relation to the Services from and after the date of such breach or failure.


 


From and after February 14,
2006, the Company may terminate the Services for any or no reason upon 14 days’
written notice.  From and after the
effective date of such termination, the Company shall have no further
obligation to you in relation to the Services other than any compensation owed
for the period prior to the effective date (on a prorated per diem basis).


 


Except as provided in Exhibit A
to this agreement relating to the termination of your employment with the
Company, during the 2006 Consulting Period you will not be entitled to any of
the rights and benefits customarily extended to Company’s employees, including,
without limitation, pension, 401(k), deferred compensation and health and
welfare benefits.


 


4.                                      Release


 


By signing this
Agreement, you release the Company from any known or unknown, asserted
or unasserted claims that you may have against the Company.


 


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You are giving this
release on behalf of yourself and your heirs, personal representatives, assigns
or any other person who could make a claim based upon your employment
relationship with the Company.


 


The release applies to
the Company and its subsidiaries, business units, divisions and affiliates, as
well as their current and former directors, board of directors, managers,
officers, shareholders, agents, representatives, attorneys, employees,
successors, predecessors and assigns. 
These parties are together called the “Released Parties” in this
Agreement.  Except to the extent provided
herein, the release also includes any employee benefit plans or funds sponsored
or administered by the Company (except that it does not apply to claims for
vested benefits, if any, arising from Company-sponsored retirement plans).


 


This is a general and
complete release that applies to any claim, known or unknown, asserted or
unasserted, and waives any claim to further compensation or benefits.  It includes claims relating to your
employment with and termination of employment with the Company.


 


This release specifically
applies to claims under Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Americans with Disabilities Act, the Worker Adjustment
and Retraining Notification Act, the Employee Retirement Income Security Act of
1974, 42 U.S.C. § 1981 through 1988, as amended, the Age Discrimination in
Employment Act, as amended, the Older Workers Benefits Protection Act, the
Immigration Reform and Control Act, as amended, the Occupational Safety and
Health Act, as amended, the Equal Pay Act, any collective bargaining agreement,
any other federal, state, local civil or human rights law or any other local,
state or federal law, regulation or ordinance, any federal or state common law,
including claims in contract and tort or based upon public policy, and any
allegation for costs, fees, or other expenses including attorneys’ fees
incurred in these matters.  It does not
apply to any claim that arises after you sign this Agreement, and it does not
include claims that cannot be released as a matter of law.


 


You agree to permanently
withdraw with prejudice all claims, if any, you have filed against any Released
Party, including a request to the EEOC or any other employment discrimination
investigation agencies to withdraw any previously filed charges of
discrimination.  You further agree that
you shall not be entitled to receive any relief, recovery, or monies in
connection with any complaint or charge brought against the Company, without
regard as to who brought said complaint or charge.


 


5.                                      Employee
Affirmations


 


You affirm that you have
not assigned or transferred, or purported to assign or transfer, to any person
or entity, any claim against any of the Released Parties, or any portion
thereof or interest therein.  You also
affirm that you have not filed, caused to be filed, or presently are a party to
any claim, complaint, or action against any of the Released Parties in any
forum or form. You further affirm that you have been paid and/or have


 


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received all leave (paid
or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which
you may be entitled and that no other leave (paid or unpaid), compensation,
wages, bonuses, commissions, and/or benefits are due to you, except as provided
in this Agreement. You further affirm that you have no known workplace injuries
or occupational diseases and have been provided and/or have not been denied any
leave requested under the Family and Medical Leave Act.


 


6.                                      Employee
Covenants


 


You agree to resign from any appointments,
directorships or other offices you may hold on behalf of the Company or any of
its divisions or affiliates.  You
acknowledge that any employment or contractual relationship between you and the
Company will terminate by virtue of this Agreement, and that you have no future
employment or contractual relationship with the Company other than the
contractual relationship created by this Agreement.  In consideration of this Agreement, you
hereby waive any and all employment rights that you now have with the Company,
except as otherwise expressly provided in this Agreement.  You agree not to seek reinstatement,
reemployment, or future employment as a new employee, and the Company has no
obligation, contractual or otherwise, to employ or reemploy, hire or rehire, or
recall or reinstate you in the future.


 


You acknowledge that you will remain bound by any
confidentiality, nondisclosure or noncompetition agreements you have with the
Company.


 


You further acknowledge
that you may possess secret, confidential or proprietary information or trade secrets
concerning the operations, future plans or business methods of the
Company.  You agree never to use or
disclose any such information.


 


You further
acknowledge that for a one-year period immediately after termination of your
employment, you will not directly or indirectly accept employment with or
render services on behalf of a competitor of any SPX business unit at which you
have been employed, or any other third party, in any capacity where the
confidential information of an SPX business unit acquired by you during your
employment with an SPX business unit would reasonably be considered to be
useful to the competitor or to such other third party to become a competitor
based in whole or in part on such information.


 


You agree that, for a
period of one (1) year after the date of execution of this Agreement, you
will not interfere with the Company’s relationship with, or endeavor to entice
away from the Company, or hire any person who at the time of the execution of
this Agreement is an employee of the Company. 
You agree that, for a period of one (1) year after the date of
execution of this Agreement, you will not interfere with the Company’s
relationship with, or endeavor to entice away from the Company, any customer of
the Company who, during your employment at the Company, you serviced, solicited
on behalf of the Company or gained knowledge about through your employment at
the Company.


 


You also agree not to
criticize the Company or any of its officers, directors, employees,
shareholders, affiliates or agents.


 


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You agree that the
Company would be irreparably harmed by any actual or threatened violation of
the Employee Covenants described in this section, and that the Company will be
entitled to an injunction prohibiting you from committing such violation.


 


7.                                      Tender
Back


 


You agree that in the event of any breach of this
Agreement, including but not limited to, your bringing any claim against any
Released Party, you will immediately repay all or any portion of the payments
made to you and the Company will have no obligation to make any further
payments to you under this Agreement, provided, however, that these provisions
do not apply to any claims brought pursuant to the Age Discrimination in
Employment Act or the Older Workers Benefit Protection Act.


 


8.                                      Expenses


 


The Company will reimburse you for all reasonable
business expenses incurred through your Separation Date, upon proper
presentation of supporting documentation, provided that appropriate expense
reports have been submitted by your Separation Date.  Effective on your Separation Date, the
Company will no longer pay for or reimburse you for any charges or fees
incurred in connection with your cellular phone.  Should you decide to retain the cellular
phone, you agree that all expenses incurred in connection with the phone will
be paid by you.


 


9.                                      Company
Property


 


You agree that all Company property, including but not
limited to, automobiles, credit cards, keys, documents, software, computer
data, records, or any other materials, will be returned by your Separation
Date.


 


10.                               Non-Admission


 


You agree that this
Agreement is not an admission of guilt or wrongdoing by the Released
Parties, and acknowledge that the Released Parties do not believe or admit that
any of them has done anything wrong.


 


11.                               Cooperation


 


Both during and after the 2006 Consulting Period,
you shall cooperate fully and voluntarily with the Company and with the Company’s
counsel in connection with any past, present or future, actual or threatened,
litigation, claims, investigations, hearings, actions, or administrative
proceeding involving the Company that relate to events, occurrences or conduct
occurring (or claimed to have occurred) during the period of your employment by
the Company.  This cooperation by you
shall include, but not be limited to, (i) being reasonably available for
interviews and discussions with the Company’s counsel as well as for
depositions and trial testimony;  (ii) if
depositions or trial testimony are to occur, being reasonably available and
cooperating in the preparation therefore as


 


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and to the extent that the Company or its counsel
request; (iii) refraining from impeding in any way the Company’s
prosecution or defense of any such litigation, claims, investigations,
hearings, actions, or administrative proceeding; (iv) cooperating fully in
the development and presentation of prosecution or defense of any such
litigation, claims, investigations, hearings, actions, or administrative
proceeding;  (v) providing, on a
timely basis, advice and consultations as reasonably requested by the Company; (vi) attending
depositions (whether or not you are deposed), hearings, investigations, trials
or arbitrations, assisting in response to discovery requests, meeting with
counsel for the Company, and providing written statements and/or affidavits,
all as requested by the Company’s General Counsel, or his or her designee; and (vii) promptly
notifying the Company’s General Counsel or his or her designee, if you are
contacted by any party, third party or by counsel or a representative
representing parties with respect to claims or litigation adverse to the
Company, and avoiding discussions with or otherwise providing information to
such party, third party, counsel or representative prior to discussions with
General Counsel, or his or her designee, or his or her representatives, and
then only in the presence of the Company’s representatives (unless otherwise
required by court order).


 


You agree to provide, on a timely basis, advice and
consultation upon the reasonable request of the Company’s senior management
team with respect to business, operational, financial, personnel and other
matters relating to the period of your employment by the Company.


 


You shall be reimbursed
by the Company for pre-approved and reasonable travel, lodging, telephone and
similar expenses incurred in connection with such cooperation and in connection
with the Services, except to the extent that such reimbursement may be
prohibited, or may jeopardize the Company’s legal interests, as determined by
the Company.


 


12.                               Full
Disclosure of Claims


 


You represent and affirm
that (i) you have not filed or caused to be filed on your behalf any claim
for relief against the Company or any Released Parties and, to the best of your
knowledge and belief, no outstanding claims for relief have been filed or
asserted against the Company or any Released Parties on your behalf; and (ii) you
have not reported any purported improper, unethical or illegal conduct or
activities to any supervisor, manager, department head, Human Resources
representative, agent or other representative of the Company, to any member of
the Company’s legal department, and have no knowledge of any such improper,
unethical, or illegal conduct or activities and have disclosed to the Company
any information you might have had concerning any conduct involving the Company
that you had reason to believe may be unlawful or involve any false claims to
the United States or any other government having jurisdiction over the Company;
and (iii) you will not file, commence, prosecute or participate in any
judicial or arbitral action or proceeding against the Company or its
representatives based upon or arising out of any act, omission, transaction,
occurrence, contract, claim or event existing or occurring on or before the
date of this Agreement except as otherwise provided for in this Agreement. You
agree that you will not voluntarily aid or assist, either directly or indirectly,
any individual or entity in either the assertion or pursuit of any private
claim or prosecution of


 


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any private lawsuit,
action, arbitration or judicial or administrative proceeding, now existing or
hereafter arising, relating to any matters in which you were either involved or
for which you rendered services to the Company. 
Notwithstanding the above, nothing in this Agreement shall prohibit or
restrict you from: (i) making any disclosure of information required by
law; (ii) providing information to, or testifying or otherwise assisting
in any investigation or proceeding brought by any federal, state or local
government agency, law enforcement agency or legislative body, any
self-regulatory organization, or the Company’s legal department; (iii) cooperating
with any other U.S. government investigation; or (iv) testifying,
participating in or otherwise assisting in a proceeding relating to an alleged
violation of Sarbanes-Oxley Act or any federal, state or municipal law relating
to fraud or any rule or regulation of the Securities and Exchange
Commission or any self-regulatory organization.


 


13.                               Testimony
and Production of Documents


 


Nothing in Paragraphs 11 and 12 herein shall give
the Company the right to control or dictate the content of any testimony given
by you, it being understood that you would be required to testify
truthfully.  Moreover, nothing in this section shall
give the Company the right to control or dictate any documents required to be produced
by you pursuant to court order and by doing so, you will not be deemed to have
violated any provision of this Agreement.


 


14.                               Action
on Behalf of Employer


 


You shall not take any action on behalf of the
Company except as expressly required by the Company’s General Counsel, or his
or her designee.


 


15.                               Joint
Representation


 


In the event you are named in a lawsuit arising out
of any alleged acts or omissions committed by the Company or by you within the
scope of your employment with the Company, the Company at the Company’s cost
will agree to provide you with representation either jointly, provided you
execute a separate agreement in a form to be provided by the Company, or
separately.  In either event, counsel for
you shall be selected by the Company in its sole discretion.  In the event the Company determines at any
point in the matter that there exists a conflict of interest or if
representation of you jeopardizes the Company’s interests, then the Company
may, in its sole discretion, decline to provide or continue any such
representation.


 


16.                               Indemnification
and Insurance


 


The Company shall
continue to indemnify you and provide applicable directors’ and officers’
liability insurance coverage (including, where required, legal defense) for
actions prior to the effective date of your employment termination to the same
extent it indemnifies and provides liability insurance coverage to officers and
directors and former officers and directors of the Company.


 


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17.                               Review
Period


 


You acknowledge that, before signing this Agreement,
you were given a period of at least 21 calendar days to consider this
Agreement.  If the 21-day period has not
elapsed at the time you sign this Agreement, you acknowledge that you have
knowingly and voluntarily chosen to sign this Agreement before the expiration
of that period.  You acknowledge that (a) you
took advantage of this period to consider this Agreement before signing it; (b) you
carefully read this Agreement; (c) you fully understand it; and (d) you
are signing it voluntarily.  You further
acknowledge that the Company encouraged you to discuss this Agreement with your
attorney (at your own expense) before signing it and that you did so to the
extent you deemed necessary.


 


18.                               Revocation
of Agreement


 


You understand that you may revoke this Agreement in
writing within seven (7) calendar days after you sign it, and the
Agreement shall not become effective or enforceable until the end of the
seven-day period.  To be effective, your
written revocation must be submitted, in writing, and state “I hereby revoke
acceptance of our Separation Agreement and General Release.”  The revocation must be personally delivered
to Douglas Hardy, or mailed to him at 13515 Ballantyne Corporate Place,
Charlotte North Carolina 28277 and postmarked within seven (7) calendar
days of execution of this Agreement. 
This Agreement shall not become effective or enforceable until the
revocation period has expired.  If the
last day of the revocation period is a Saturday, Sunday, or legal holiday in
the state where you reside, then the revocation period shall not expire until
the next following day that is not a Saturday, Sunday, or legal holiday.  If you revoke this Agreement, the Company
shall have no obligations under this Agreement.


 


19.                               Miscellaneous


 


This is the entire agreement between you and the
Company.  This Agreement may not be
modified in any manner except in writing signed by both you and an authorized
Company official.  You acknowledge that
the Company has made no representations or promises to you other than those in
this Agreement.  Should any provision of
this Agreement be declared illegal or unenforceable by any court of competent
jurisdiction or by any arbitrator and cannot be modified to be enforceable,
such provision shall immediately become null and void, leaving the remainder of
the Agreement in full force and effect. 
Notwithstanding this provision, however, the parties agree that the
general release language of paragraph 5 cannot be modified by any court or by
any arbitrator and shall remain in full force and effect.


 


This Agreement binds your
heirs, administrators, personal representatives, executors, successors and
assigns, and will apply to the benefit of all Released Parties and their
respective heirs, administrators, personal representatives, executors,
successors and assigns.


 


This Agreement shall be
construed as a whole according to its fair meaning.  It shall not be construed strictly for or
against you or any Released Party.  This
Agreement shall be


 


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governed by the statutes
and common law of the State of North Carolina, without regard to that state’s rules regarding
conflict of laws.


 


YOU HAVE BEEN
ADVISED THAT YOU HAVE UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS
SEPARATION AGREEMENT AND GENERAL RELEASE AND HAVE BEEN ADVISED THAT YOU HAVE
THE RIGHT TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS SEPARATION
AGREEMENT AND GENERAL RELEASE. YOU AGREE THAT ANY MODIFICATIONS, MATERIAL OR
OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT
IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.


 


HAVING
ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES
AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH 1 ABOVE, YOU FREELY AND
KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTER INTO THIS SEPARATION AGREEMENT
AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS YOU HAVE
OR MIGHT HAVE AGAINST THE COMPANY.


 


 


	
  ACCEPTED
  AND AGREED TO:

  	
  SPX
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/Ross B.
  Bricker

  	
   

  	
  /s/Christopher
  J. Kearney

  	
   

  
	
  Ross B. Bricker

  	
  Christopher J.
  Kearney

  
	
   

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  
	
  Date:
  January 6, 2006

  	
  Date:
  January 6, 2006

  
				



 


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