Exhibit 10.6


 





 


November 20,
2008


 


J. Michael Whitted


13515 Ballantyne
Corporate Place


Charlotte, NC 28277


 


Dear Mike:


 


SPX Corporation
(the “Company”) recognizes that your contribution to its growth and success
will be substantial and desires to assure your continued employment.  In this regard, the Board of Directors of the
Company (the “Board”) recognizes that, as is the case with many publicly held
corporations, the possibility of a Change of Control (as defined in Section 2,
below) may exist and that such possibility, and the uncertainty and questions
which it may raise among management, may result in the departure or distraction
of management personnel to the detriment of the Company and its shareholders.


 


The Board has
determined that appropriate steps should be taken to reinforce and encourage
the continued attention and dedication of members of the Company’s management,
including yourself, to their assigned duties without distraction, in the face
of potentially disturbing circumstances arising from the possibility of a
Change of Control.


 


Further, it is the
intent of the Board in adopting this agreement, originally agreed to October 8,
2004 (the “Commencement Date”), and as amended and restated herein (the “Agreement”)
to assure the Company and its shareholders (i) of continuity of management
in the event of any actual or threatened Change of Control and (ii) that
key executive employees of the Company will be able to evaluate objectively
whether a potential Change of Control is in the best interests of the
shareholders.


 


In order to induce
you to remain in the employ of the Company and to advance the interests of the
Company and its shareholders by providing you with appropriate financial
protection, the Board agrees that you shall receive the severance benefits set
forth in this Agreement in the event that your employment is terminated due to
a Change of Control as specifically provided in the remainder of the
Agreement.  For purposes of this
Agreement, your employment with the Company shall be deemed to be terminated
when you have a “Separation from Service” within the meaning of Section 409A
of the Internal Revenue Code of 1986 (the “Code”), and references to your
termination of employment shall be deemed to refer to a Separation from
Service.


 

















 


1.             Term of Agreement.  This Agreement will become
effective on the date hereof, and shall continue in effect through the third
anniversary of the Commencement Date (the “Date of Expiration”).  However, on that initial Date of Expiration,
and on each extended Date of Expiration thereafter, the term of this Agreement
will be extended automatically for one additional year unless, not later than
six (6) months prior to such Date of Expiration, the Company gives written
notice to you that it has elected not to extend this Agreement.  However, if a Change of Control occurs during
the term of this Agreement, this Agreement will continue in effect for
thirty-six (36) months beyond the end of the month in which the Change of Control
occurred.


 


2.             Change of Control of the Company.  No benefits
will be payable under the terms of this Agreement unless a Change of Control of
the Company has occurred.  A “Change of
Control” shall be deemed to have occurred if:


 


(a)           Any “Person” (as defined below), excluding for this
purpose the Company or any subsidiary of the Company, any employee benefit plan
of the Company or of any subsidiary of the Company, or any entity organized,
appointed or established for or pursuant to the terms of any such plan which
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.


 


2

















 


(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


 


3

















 


extent contemplated by the proviso to subparagraph
(a)(iii)(B)(2), above) or disposing of any securities of the Company.


 


Notwithstanding anything in this definition of Beneficial Ownership 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 execution 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.


 


Any other provision of this Agreement to the contrary notwithstanding,
a “Change of Control” shall not include any transaction described in paragraph (a) or
(c), above, where, in connection with such transaction, you and/or any party
acting in concert with you substantially increase your, 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).


 


4

















 


3.             Definitions.  The following definitions shall be used in
determining whether, under the terms of Section 4 hereof, you are entitled
to receive Accrued Benefits and/or Severance Benefits:


 


(a)           Disability.  “Disability”
shall mean that, as a result of your incapacity due to physical or mental
injury or illness, you shall have been absent from the full-time performance of
your duties with the Company for at least six (6) consecutive months and,
within thirty (30) calendar days after written notice of suspension is given,
you shall not have returned to the full-time performance of your duties.


 


(b)           Retirement.  “Retirement”
shall mean your voluntary termination of your employment (other than for Good
Reason, as defined below) at a time after you have reached age sixty-five (65).


 


(c)           Cause.  “Cause” shall
mean (i) your willful and continued failure to substantially perform your
duties with the Company (other than any such failure resulting from Disability
or occurring after issuance by you of a Notice of Termination for Good Reason),
after a demand for substantial performance is delivered to you that
specifically identifies the manner in which the Company believes that you have
not substantially performed your duties, and after you have failed to resume
substantial performance of your duties on a continuous basis within fourteen
(14) calendar days after receiving such demand, (ii) you willfully engage
in conduct which is demonstrably and materially injurious to the Company,
monetarily or otherwise, or (iii) your having been convicted of a felony
which impairs your ability substantially to perform your duties with the
Company.  For purposes of this paragraph
(c), no act, or failure to act, on your part shall be deemed “willful” unless
done, or omitted to be done, by you not in good faith and without reasonable
belief that your action or omission was in the best interest of the Company.


 


(d)           Good Reason. 
You shall be entitled to terminate your employment for Good Reason. For
purpose of this Agreement, “Good Reason” shall mean, without your express
written consent, the occurrence within three (3) years following a Change
of Control of the Company of any one or more of the following:


 


(i)            The assignment to you of duties
inconsistent with your duties, responsibilities, and the status of your
position as of the day prior to the Change of Control of the Company, or a
reduction or alteration in the nature or status of your responsibilities from
those in effect on the day prior to the Change of Control;


 


5

















 


(ii)           A reduction by the Company in your base
salary or in your most recent annual target incentive award opportunity as in
effect on the date hereof or as the same shall be increased from time to time;


 


(iii)          The Company’s requiring you to be based
at a location in excess of two hundred and fifty (250) miles from the location
where you are currently based;


 


(iv)          The failure by the Company to continue in
effect the Company’s Pension Plan, Retirement Savings Plan, Supplemental
Retirement Savings Plan, Supplemental Retirement Plan, Executive Bonus Plan,
Stock Compensation Plan, any plans substituted for the above adopted prior to
the Change of Control, or any other of the Company’s employee benefit plans,
policies, practices or arrangements in which you participate, unless an
equitable arrangement (embodied in an ongoing substitute or alternative plan)
to provide similar benefits has been made with respect to such plan(s); or the
failure by the Company to continue your participation therein (or in such
substitute or alternative plan) on substantially the same basis, both in terms
of the amount of benefits provided and the level of your participation relative
to other participants, as existed as of the time of the Change of Control;


 


(v)           The failure of the Company to reinstate
your employment in full (in the same capacity that you were employed, or in a
mutually agreeable capacity) in the event that your employment was suspended
due to a Disability and, within three years, you request to be reinstated and
are ready, willing, and able to adequately perform your employment duties;


 


(vi)          The termination, replacement, or
reassignment of  twenty-five percent (25%)
or more of the elected officers of the Company existing as of the day prior to
a Change of Control, unless the officer is terminated due to death, Disability,
or Retirement, or by the Company for Cause, or by the officer other than for
Good Reason (all as herein defined);


 


(vii)         The failure of the Company to obtain a
satisfactory agreement from any successor to the Company to assume and agree to
perform this Agreement, as contemplated in Section 5 hereof; and


 


6

















 


(viii)        Any purported termination by the Company
of your employment that is not effected pursuant to a Notice of Termination
satisfying the requirements of paragraph (f), below, and for purposes of this
Agreement, no such purported termination shall be effective.


 


(ix)           At any time during the one (1) year
period beginning thirty (30) days following a Change of Control, you shall be
entitled to terminate your employment for any reason, and such termination
shall be deemed to be for Good Reason for all purposes of this Agreement.


 


Your right to terminate your employment pursuant to this paragraph (d) shall
not be affected by your suspension due to Disability.  Your continued employment shall not
constitute a waiver of your rights with respect to any circumstance
constituting Good Reason hereunder.


 


(e)           Notice of Termination. 
Any termination by the Company for Cause or by you for Good Reason shall
be communicated by Notice of Termination to the other party hereto.  For purposes of this Agreement, a “Notice of
Termination” shall mean a written notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of your employment under the provisions so indicated.


 


(f)            Date of Termination.  “Date
of Termination” shall mean the date specified in the Notice of Termination
where required (but not less than thirty (30) calendar days following delivery
of the Notice of Termination, except that termination for Cause may be
effective immediately) or in any other case upon ceasing to perform services to
the Company; provided that if within twenty (20) calendar days after any Notice
of Termination one party notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date finally
determined to be the Date of Termination, either by written agreement of the
parties or by a binding and final arbitration decision.  In the event that a dispute exists concerning
the Date of Termination, you shall continue to receive your full compensation
(including participation in all benefit and insurance plans in which you were
participating) in effect when the notice giving rise to the dispute was given,
until the Date of Termination is finally determined.  In such event, you will be required to
reimburse the Company for all compensation received beyond the finally
determined Date of Termination either by direct cash reimbursement within
thirty (30) calendar days of resolving the conflict or by appropriately
reducing your remaining benefits to be received under the terms of this
Agreement.


 


7

















 


(g)           Earned Bonus Amount.  For any year
prior to the year during which a Change of Control occurs, your “Earned Bonus
Amount” means your actual bonus for that year. For the year during which a
Change of Control occurs, your “Earned Bonus Amount” means your total potential
bonus for the year as determined under the 2005 Executive Bonus Plan or
applicable successor bonus plan (the “Bonus Plan”), according to the business
performance metric achieved, and prorated to reflect your length of service
during the Bonus Plan year.


 


4.             Compensation Upon Termination Following a Change of Control


 


(a)           Accrued Benefits. 
In the event that your employment is terminated for any reason during
the term of this Agreement, following a Change of Control of the Company (as
defined in Section 2 herein), you shall receive your Accrued Benefits through
the Date of Termination.  For purposes of
this Agreement, your “Accrued Benefits” shall include the following:


 


(i)            All base salary for the time period
ending with your Date of Termination, at the rate in effect at the time Notice
of Termination is given or on the Date of Termination if no Notice of
Termination is required;


 


(ii)           A bonus payment equal to one hundred
percent (100%) of the greater of (A) your target bonus for the year in
which the Date of Termination occurs, prorated based upon the ratio of the
number of months (full credit for a partial month) you were employed during
that bonus year to the total months in that bonus year, and (B) your
Earned Bonus Amount for the year in which the Date of Termination occurs,
calculated as if the Date of Termination were the end of that year for purposes
of the Bonus Plan;


 


(iii)          A cash equivalent of all unused vacation
to which you were entitled through your Date of Termination;


 


(iv)          Reimbursement for any and all monies
advanced in connection with your employment for reasonable and necessary
expenses incurred by you on behalf of the Company for the time period ending
with your Date of Termination;


 


(v)           Any and all other cash earned through the
Date of Termination and deferred at your election or pursuant to any deferred
compensation plan then in effect;


 


8

















 


(vi)          All other amounts to which you are
entitled under any compensation or benefit plan, program, practice or policy of
the Company in effect as of the Date of Termination; and


 


(vii)         Subject to Section 4(e), the  payments provided for in paragraphs (i),
(ii), (iii), (iv) and (v) above shall be made in a lump sum
cash payment as soon as administratively practicable (but in no event more than
ten (10) days) following your termination of employment.  If the total amount of annual bonus is not
determinable on that date, the Company shall pay the amount of bonus that is
determinable and the remainder shall be paid in a lump sum cash payment at the
time such bonuses are paid generally and in all events within the two and
one-half (21⁄2) months following the end of the calendar year in which the bonus
is earned.


 


(b)           Severance Benefits. 
In the event that your employment is terminated during the term of this
Agreement following a Change of Control of the Company (as described in Section 2
herein), unless your termination is (i) because of your death, Disability,
or Retirement; (ii) by the Company for Cause; or (iii) by you other
than for Good Reason, you shall receive, in addition to your Accrued Benefits,
the Severance Benefits.  For purposes of
this Agreement, your “Severance Benefits” shall include the following:


 


(i)            Your annual base salary at the rate in
effect immediately prior to the Change of Control of the Company or, if
greater, at the rate in effect at the time Notice of Termination is given, or
on the Date of Termination if no Notice of Termination is required, multiplied
by three (3);


 


(ii)           An amount equal to three (3) times
the greatest of (I) the highest of your Earned Bonus Amounts for the three
(3) years immediately preceding the year in which the Date of Termination
occurs (the “Year of Termination”) or (II) your target bonus under the
Bonus Plan (or any successor plan) for the Year of Termination or (III) your
Earned Bonus Amount for the Year of Termination, calculated as if the Date of
Termination were the end of that year for purposes of the Bonus Plan;


 


(iii)          For a three (3) year period after
your Date of Termination, the Company will arrange to provide to you the same
health care coverage you had prior to your termination, at the Company’s
expense, which includes, but is not limited to, hospital, surgical, medical,
dental, and dependent coverages.  For
purposes of the Retirement Plan health care coverage, you will receive the same
number 


 


9

















 


of additional years of credited service, for computing
your benefit, as normally computed under the terms of the Plan.  Health care benefits otherwise receivable by
you pursuant to this subparagraph (iii) shall be reduced to the extent
comparable benefits are actually received by you from a subsequent employer
during the three (3) year period following your Date of Termination, and
any such benefits actually received by you shall be reported to the Company to the extent
the provision of health care benefits receivable by you pursuant to this
subparagraph (iii) extends beyond the COBRA continuation period, such
benefits will be provided in accordance with the requirements of Code Section 409A
and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor
provisions);


 


(iv)          For a three (3) year period after
your Date of Termination, the Company will arrange to provide to you, at the
Company’s expense, life insurance coverage in the amount of two (2) times
your base salary in effect at your Date of Termination and, at the end of the
three (3) year period, for the remainder of your life the Company will
provide to you life insurance coverage in the amount of your base salary in
effect at your Date of Termination provided that such coverage
will be provided in accordance with the requirements of Code Section 409A
and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor
provisions);


 


(v)           Under the Company’s Supplemental
Retirement Savings Plan (the “SRSP”), you will receive a cash lump sum payment
of the full balance (vested and unvested) of your Pre-2005 Account (as defined
in the SRSP);


 


(vi)          Each stock option which you have been
granted by the Company and which is not yet vested shall become immediately
vested and exercisable and shall continue to be exercisable for the lesser of (A) two
(2) years following your Date of Termination or (B) the time
remaining until the originally designated expiration date, unless a longer
exercise period is provided for in the applicable plan or award agreement;


 


(vii)         Any contractual restrictions placed on
shares of restricted stock or other equity based compensation awards  which you have been awarded pursuant to the
Company’s Stock Compensation Plan shall lapse as of your Date of Termination;


 


(viii)        If any portion of the Severance Payments (in the
aggregate, “Total Payments”) will be subject to the golden parachute “Excise
Tax” imposed by Section 4999 of the Code, the Company shall pay to you an
additional


 


10
















 


amount (the “Gross-Up Payment”) such that the net
amount retained by you after deduction of any Excise Tax (including any related
penalties and interest) on the Total Payments (but not any federal, state, or
local income tax on the Total Payments), and any federal, state, and local
income tax and Excise Tax (including any related penalties and interest) on the
Gross-Up Payment, shall be equal to the Total Payments.  The determination of whether any Excise Tax
will be imposed and of the amount of the Gross-Up Payment will be made by tax
counsel selected by the Company’s independent auditors and acceptable to you.
For purposes of determining whether any of the Total Payments will be subject
to the Excise Tax and the amount of such Excise Tax, (A) any other payments
or benefit received or to be received by you in connection with a Change of
Control of the Company or your termination of employment (whether pursuant to
the terms of this Agreement or any other plan, arrangement, or agreement with
the Company) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of
the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) shall
be treated as subject to the Excise Tax, unless in the opinion of such tax
counsel such other payments or benefits (in whole or in part) do not constitute
parachute payments, or such excess parachute payments (in whole or in part)
represent reasonable compensation for services actually rendered within the
meaning of Section 280G(b)(4)(B) of the Code, and (B) the value
of any noncash benefits or any deferred payment or benefit shall be determined
by the Company’s independent auditors in accordance with the principles of
Sections 280G(d)(3) and (4) of the Code.  For purposes of determining the amount of the
Gross-Up Payment, you shall be deemed to pay federal income taxes at the
highest marginal rate of federal income taxation for the calendar year in which
the Gross-Up Payment is made and state and local income taxes at the highest
marginal rates of taxation in the state and locality of your residence (at the
time at which the Gross-Up Payment is made) as effective for the calendar year
in which the Gross-Up Payment is made, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local
taxes.


 


The payments provided for in this subparagraph (viii) shall be
made not later than thirty (30) calendar days following your Date of
Termination; provided, however, that if the amounts of such payments cannot be
finally determined on or before such day, the Company shall pay to you on such
day an estimate, as determined in good faith by such tax counsel, of the
minimum amount of such payments and shall pay the remainder of such payments
(together with interest at the rate provided in Section 1274(b)(2)(B) of
the Code) as soon as the amount thereof can be determined but in no event later
than sixty (60)


 


11

















 


calendar days after your Date of Termination.  In the event that the amount of the estimated
payment exceeds the amount subsequently determined to have been due, such
excess shall be repaid as soon as practicable after demand by the Company.  Notwithstanding the foregoing, the sixty (60)
day period for deferment of the Gross-Up Payment shall not preempt or otherwise
eliminate your right to receive any other payments to which you are entitled
under this subparagraph or otherwise under the terms of this Agreement and to
receive additional Gross-Up Payments based on such additional payments pursuant
to this subparagraph;


 


(ix)          To the full extent permitted by law, the Company shall
indemnify you (including the advancement of expenses) for any judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys’ fees,
incurred by you in connection with the defense of any lawsuit or other claim to
which you are made a party by reason of being or having been an officer,
director or employee of the Company or any of its subsidiaries.  In addition, you will be covered by director
and officer liability insurance to the maximum extent required under Delaware
law.  Any costs and expenses that
are to be paid or reimbursed pursuant to the preceding provisions of this
paragraph (x) shall be reimbursed in accordance with the requirements of Section 409A
and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor
provisions).


 


(x)           You will be entitled to receive outplacement services,
at the expense of the Company, from a provider reasonably selected by you.  Such outplacement services
must be incurred by you no later than the end of the calendar year that
includes the second anniversary of the termination of your employment.  If applicable, reimbursement of such expenses
shall be made to you no later than the end of the calendar year that includes
the third anniversary of the termination of your employment.


 


(xi)          The Company also shall pay to you all legal fees and
expenses incurred by you as a result of such termination of employment (including
all such fees and expenses, if any, incurred in contesting or disputing any
such termination or in seeking to obtain or enforce any right or benefit
provided by this Agreement or in connection with any tax audit or proceeding to
the extent attributable to the application of Section 4999 of the Code to
any payment or benefit provided hereunder), provided that such fees and
expenses that are to be paid or reimbursed pursuant to the preceding provisions
of this paragraph (xi) shall be reimbursed in accordance with the requirements
of Section 409A 


 


12

















 


and  Treasury Regulation
§1.409A-3(i)(1)(iv) (or any similar or successor provisions); and


 


(xii)         Subject to Section 4(e) and except as
otherwise provided in this Agreement, the payments provided in paragraphs (i),
(ii), (v) and (xi) above shall be made in a lump sum cash payment
as soon as administratively practicable (but in no event more than ten (10) days)
following your termination of employment. 
If the total amount of annual bonus is not determinable on that date,
the Company shall pay the amount of bonus that is determinable and the
remainder shall be paid in a lump sum cash payment at the time such bonuses are
paid generally and in all events within the two and one-half (21⁄2) months
following the end of the calendar year in which the bonus is earned. 
As all of the payments referenced in the first sentence of this
subparagraph (xii) are included for purposes of determining the Gross-Up
Payment, the thirty (30) day period identified above shall not preempt or
otherwise eliminate your right to receive any other payments to which you are
entitled under the terms of this Agreement and to receive additional Gross-Up
Payments based on such additional payments.


 


(c)                                  Any provision in this Agreement to the
contrary notwithstanding, if a Change of Control occurs and if your employment
with the Company is terminated within six (6) months prior to the date on
which the Change of Control occurs, and if you reasonably demonstrate that such
termination of employment (i) was at the request of a third party who has
taken steps reasonably calculated to effect the Change of Control, (ii) otherwise
arose in connection with or anticipation of the Change of Control, or (iii) would
not have occurred or would be less likely to have occurred if the Change of
Control were not anticipated, then for all purposes of this Agreement the
termination of your employment shall be deemed to have occurred following the
Change of Control.


 


(d)                                 You shall not be required to mitigate the
amount of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment provided for in
this Section 4 be reduced by any compensation earned by you as the result
of employment by another employer after your Date of Termination, or otherwise,
with the exception of a reduction in your insurance benefits as provided in Section 4(b)(iii).


 


(e)                                  If, at the time
you become entitled to your Accrued Benefits and your Severance Benefits under
this Section 4, you are a “specified employee” (as defined under Section 409A),
then, notwithstanding any other provision in this Agreement to the contrary,
the following provisions shall apply.


 


13

















 


(i)            None of your Accrued
Benefits and Severance Benefits considered deferred compensation under Section 409A
and not subject to an exception or exemption thereunder shall be paid to you
until the date that is six (6) months after your termination or, if
earlier, the date of your death (the “Six Month Delay Rule”).  Any such Accrued Benefits and Severance
Benefits that would otherwise have been paid to you during this six-month
period (the “Six Month Delay”) shall instead be aggregated and paid to you no
later than ten (10) days following the date that is six (6) months
after your termination (together with interest at the interest credit rate
provided in the SPX Corporation Individual Account Retirement Plan).  Any Accrued Benefits and Severance Benefits
to which you are entitled to be paid under this Section 4 after the date
that is six (6) months after your termination shall be paid to you in
accordance with the applicable terms of Section 4.


 


(ii)           During the Six-Month Delay,
the Company will pay to you the applicable payments set forth in this Section 4,
to the extent any of the following exceptions to the Six-Month Delay Rule apply:


 


(A)          the short-term deferral rule of
Code Section 409A and Treasury Regulation §1.409A-1(b)(4) (or any
similar or successor provisions) (including with the treatment of each payment
as one of a series of separate payments for purposes of Code Section 409A
and Treasury Regulation §1.409A-2(b)(2)(iii)) (or any similar or successor
provisions),


 


(B)           payments permitted under the
separation pay exception of Code Section 409A and Treasury Regulation
§1.409A-1(b)(9)(iii) (or any similar or successor provisions), and


 


(C)           payments permitted under the
limited payments exception of Code Section 409A and Treasury Regulation
§1.409A-1(b)(9)(v)(D) (or any similar or successor provisions),


 


provided that the amount paid under this
paragraph will count toward, and will not be in addition to, the total payment
amount required to be made to you by the Company under this Section 4 on
account of your separation from service and any applicable Company benefit
plan.


 


(f)            The Company shall deliver to
you a release in favor of the Company that is acceptable to the Company (the “Release”)
as soon as administratively feasible 


 


14

















 


following your  termination of
employment.  Notwithstanding anything in
this Agreement to the contrary, no payments pursuant to Section 4(a)(ii) or
Section 4(b) shall be made prior to the date that both (i) you
have delivered an original, signed Release to the Company and (ii) the
revocability period (if any) has elapsed; provided, however, that any payments
that would otherwise have been made prior to such date but for the fact that
you had not yet delivered an original, signed Release (or the revocability
period had not yet elapsed) shall be made as soon as administratively
practicable but not later than the seventy-fourth (74th) day following your
termination of employment.  If you do not
deliver an original, signed Release to the Company within ten (10) business
days (or longer if required by applicable law) after receipt of the same from
the Company, (i) your rights shall be limited to those made available to
you under Section 4(a) above (excluding Section 4(a)(ii)), and (ii) the
Company shall have no obligation to pay or provide to you any amount or
benefits described in Section 4(a)(ii) or Section 4(b), or any
other monies on account of the termination of your employment.


 


5.             Successors; Binding Agreements.


 


(a)           The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company or of
any division or subsidiary thereof employing you to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken
place.  Failure of the Company to obtain
such assumption and agreement prior to the effectiveness of any such succession
shall be a breach of this Agreement and shall entitle you to compensation from
the Company in the same amount and on the same terms to which you would be
entitled hereunder if you terminated your employment for Good Reason following
a Change of Control, except that for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed your
Date of Termination.


 


(b)           This Agreement shall inure to the benefit
of and be enforceable by your personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees.  If you should die while any amount would
still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement, to your devisee, legatee or other designee or, if
there is no such designee, to your estate.


 


6.             No Funding of Benefits.  Nothing
herein contained shall require or be deemed to require the Company to
segregate, earmark, or otherwise set aside any funds or other assets to provide
for any payments to be made hereunder. 
Your rights under this Agreement shall be solely


 


15

















 


those of a general creditor of the Company.  However, in the event of a Change of Control,
the Company may deposit cash or property, or both, equal in value to all or a
portion of the benefits anticipated to be payable hereunder into a trust, the
assets of which are to be distributed at such times as are otherwise provided
for in this Agreement and are subject to the rights of the general creditors of
the Company.


 


7.             Withholding of Taxes.  The Company
may withhold from any amounts payable under this Agreement all federal, state,
city, or other taxes as legally shall be required.


 


8.             Notice.  For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth on the first page of this Agreement.


 


9.             Miscellaneous.  No provision of this Agreement
may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by you and such officer as may be
specifically designated by the Board. 
The validity, interpretation, construction, and performance of this
Agreement shall be governed by the laws of the State of Michigan.


 


10.           Employment
Rights.  This Agreement shall not confer upon you any
right to continue in the employ of the Company or its subsidiaries and, except
to the extent that benefits may become payable under Section 4, above,
shall not in any way affect the right of the Company or its subsidiaries to
dismiss or otherwise terminate your employment at any time and for any reason
with or without cause.


 


11.           No
Vested Interest.  Neither you nor your beneficiaries shall have
any right, title or interest in any benefit under this Agreement prior to the
occurrence of all of the events specified herein as necessary conditions to
such right, title or interest.


 


12.           Prior
Agreements.  This Agreement contains the understanding
between the parties hereto with respect to severance benefits in connection
with a Change of Control of the Company and supersedes any prior such agreement
between the Company (or any predecessor of the Company) and you.  If there is any discrepancy or conflict
between this Agreement and any plan, policy and program of the Company
regarding any term or condition of severance benefits in connection with a
Change of Control of the Company, the language of this Agreement shall govern.


 


13.           Validity. 
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.


 


16

















 


14.           Counterparts. 
This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together shall constitute
one and the same instrument.


 


15.           Arbitration. 
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in accordance with the rules of
the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’s
award in any court having jurisdiction. 
However, you shall be entitled to seek in court specific performance of
your right, pursuant to Section 3(f), above, to be paid until the Date of
Termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement.


 


16.           409A Compliance.  To
the extent any provision of this Agreement or action by the Company would
subject you to liability for interest or additional taxes under Section 409A,
it will be deemed null and void, to the extent permitted by law and deemed
advisable by the Company. It is intended that this Agreement will comply with Section 409A,
including the exceptions for short-term deferrals, separation pay arrangements,
reimbursements, and in-kind distributions, and this Agreement shall be
administered accordingly, and interpreted and construed on a basis consistent
with such intent. Each payment under Section 4 of this Agreement or any
Company benefit plan is intended to be treated as one of a series of separate
payments for purposes of Code Section 409A and Treasury Regulation
§1.409A-2(b)(2)(iii) (or any similar or successor provisions).  This Agreement may be amended to the extent
necessary (including retroactively) by the Company in order to preserve
compliance with Section 409A.  The
preceding shall not be construed as a guarantee of any particular tax effect
for your compensation and benefits.


 


17

















 


If this letter properly sets forth our agreement on the subject matter
hereof, kindly date, sign and return to the Company the enclosed copy of this
letter, which will then constitute our agreement on this subject.


 


	
  EXECUTIVE
  ACCEPTANCE

  	
   

  	
  SPX
  CORPORATION

  
	
   

  	
   

  	
   

  
	
  /s/ J. Michael Whitted

  	
   

  	
  By:

  	
  /s/Christopher J.
  Kearney

  
	
  J. Michael Whitted

  	
   

  	
   

  	
  Christopher J. Kearney

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chairman, President and
  Chief

  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  November 20,
  2008

  
					



 


18