OF
(I) THE DEATH OR DISABILITY OF THE NON-EMPLOYEE DIRECTOR, OR (II) A CHANGE OF
CONTROL.
4.3
PAYOUT.
UPON THE VESTING OF ANY PERFORMANCE SHARES, THE
PERFORMANCE SHARES SHALL BE PAID OUT IN CASH ON THE APPLICABLE VESTING DATE (OR
AS SOON AS ADMINISTRATIVELY FEASIBLE THEREAFTER).
THE CASH PAYMENT SHALL EQUAL
THE FAIR MARKET VALUE, DETERMINED AS OF THE APPLICABLE VESTING DATE, OF THE
NUMBER OF SPX SHARES THAT ARE EQUAL TO THE APPLICABLE NUMBER OF PERFORMANCE
SHARES THAT ARE VESTING ON SUCH VESTING DATE.
4.4
ADJUSTMENT IN CAPITALIZATION.
IN THE EVENT OF ANY CHANGE IN THE
OUTSTANDING SHARES OF SPX COMMON STOCK THAT OCCURS AFTER THE EFFECTIVE DATE BY
REASON OF A SPX COMMON STOCK DIVIDEND OR SPLIT, RECAPITALIZATION, MERGER,
CONSOLIDATION, COMBINATION, EXCHANGE OF SHARES,
4
or other similar corporate change, the aggregate number of Performance Shares to
be granted or outstanding pursuant to Section 4 hereof shall be appropriately
adjusted by the Board, whose determination shall be conclusive; provided,
however, that fractional Performance Shares shall be rounded to the nearest
whole Performance Share.
4.5
DIVIDENDS.
NO DIVIDENDS OR DIVIDEND EQUIVALENTS ARE PAYABLE ON
PERFORMANCE SHARES.
SECTION 5.
AMENDMENT AND TERMINATION
The Board reserves the right to modify, amend or terminate this Plan in whole or
in part, effective as of any specified date.
The Plan shall continue in effect
without limit unless and until the Board otherwise determines.
SECTION 6.
MISCELLANEOUS
6.1
ADMINISTRATION.
THE BOARD SHALL HAVE COMPLETE POWER AND
DISCRETIONARY AUTHORITY TO INTERPRET AND ADMINISTER THE PLAN, AND MAKE FACTUAL
DETERMINATIONS THEREUNDER, INCLUDING THE POWER TO DETERMINE THE RIGHTS OR
ELIGIBILITY OF NON-EMPLOYEE DIRECTORS AND ANY OTHER PERSONS, AND THE AMOUNTS OF
THEIR BENEFITS UNDER THE PLAN, AND TO REMEDY AMBIGUITIES, INCONSISTENCIES OR
OMISSIONS, AND ANY SUCH INTERPRETATIONS AND DETERMINATIONS SHALL BE CONCLUSIVE
AND BINDING ON ALL PARTIES.
THE BOARD MAY ESTABLISH SUCH RULES AND REGULATIONS
WITH RESPECT TO THE PROPER ADMINISTRATION OF THE PLAN AS IT MAY DETERMINE, AND
MAY AMEND OR REVOKE ANY RULE OR REGULATION SO ESTABLISHED.
NO BENEFITS SHALL BE
PAYABLE FROM THIS PLAN IF THE BOARD DETERMINES IN ITS SOLE DISCRETION THAT SUCH
PERSON IS NOT ENTITLED TO SUCH BENEFITS.
6.2
DELEGATION.
THE BOARD HAS THE AUTHORITY TO DELEGATE ANY OF ITS
POWERS UNDER THIS PLAN TO ANY OTHER PERSON, PERSONS, OR COMMITTEE.
THIS PERSON,
PERSONS, OR COMMITTEE MAY FURTHER DELEGATE ITS RESERVED POWERS TO ANOTHER
PERSON, PERSONS, OR COMMITTEE AS THEY SEE FIT.
ANY DELEGATION OR SUBSEQUENT
DELEGATION SHALL INCLUDE THE SAME FULL, FINAL AND DISCRETIONARY AUTHORITY THAT
THE BOARD HAS LISTED HEREIN AND ANY DECISIONS, ACTIONS OR INTERPRETATIONS MADE
BY ANY DELEGATE SHALL HAVE THE SAME ULTIMATE BINDING EFFECT AS IF MADE BY THE
BOARD.
6.3
RIGHTS OF DIRECTORS.
NEITHER THE PLAN NOR ANY ACTION TAKEN
HEREUNDER SHALL BE CONSTRUED AS GIVING ANY NON-EMPLOYEE DIRECTOR ANY RIGHT TO
CONTINUE TO SERVE AS A MEMBER OF THE BOARD OR OTHERWISE TO BE RETAINED IN THE
SERVICE OF THE COMPANY.
6.4
FUNDING NOT REQUIRED.
(A)
NEITHER A NON-EMPLOYEE DIRECTOR NOR ANY