OF SECURITIES OF THE COMPANY REPRESENTING FIFTEEN PERCENT
(15%) OR MORE OF THE COMBINED VOTING POWER OF THE COMPANY'S THEN OUTSTANDING
SECURITIES HAS INADVERTENTLY REACHED THAT LEVEL OF OWNERSHIP INTEREST, AND IF
SUCH PERSON DIVESTS AS PROMPTLY AS PRACTICABLE A SUFFICIENT AMOUNT OF SECURITIES
OF THE COMPANY SO THAT THE PERSON NO LONGER HAS A DIRECT OR INDIRECT BENEFICIAL
OWNERSHIP INTEREST IN FIFTEEN PERCENT (15%) OR MORE OF THE COMBINED VOTING POWER
OF THE COMPANY'S THEN OUTSTANDING SECURITIES, THEN NO CHANGE OF CONTROL SHALL BE
DEEMED TO HAVE OCCURRED; OR
(II)
DURING ANY PERIOD OF TWO (2) CONSECUTIVE
YEARS (NOT INCLUDING ANY PERIOD PRIOR TO THE EFFECTIVE DATE), INDIVIDUALS WHO AT
THE BEGINNING OF SUCH TWO-YEAR PERIOD CONSTITUTE THE BOARD AND ANY NEW DIRECTOR
(EXCEPT FOR A DIRECTOR DESIGNATED BY A PERSON WHO HAS ENTERED INTO AN AGREEMENT
TO EFFECT A TRANSACTION DESCRIBED ELSEWHERE IN THIS SUBSECTION (B)) WHOSE
ELECTION BY THE BOARD OR NOMINATION FOR ELECTION BY THE COMPANY'S SHAREHOLDERS
WAS APPROVED BY A VOTE OF AT LEAST TWO-THIRDS (2/3) OF THE DIRECTORS THEN STILL
IN OFFICE WHO EITHER WERE DIRECTORS AT THE BEGINNING OF THE PERIOD OR WHOSE
ELECTION OR NOMINATION OF ELECTION WAS PREVIOUSLY SO APPROVED, CEASE FOR ANY
REASON TO CONSTITUTE AT LEAST A MAJORITY THEREOF; OR
(III)
THE SHAREHOLDERS OF THE COMPANY APPROVE A
PLAN OF COMPLETE LIQUIDATION OF THE COMPANY, AN AGREEMENT FOR THE SALE OR OTHER
DISPOSITION BY THE COMPANY OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS,
OR A PLAN OF
2
REORGANIZATION, MERGER OR CONSOLIDATION OF THE COMPANY WITH ANY OTHER
CORPORATION, EXCEPT FOR A REORGANIZATION, MERGER OR CONSOLIDATION IN WHICH THE
SECURITY OWNERS OF THE COMPANY IMMEDIATELY PRIOR TO THE REORGANIZATION, MERGER
OR CONSOLIDATION CONTINUE TO OWN AT LEAST EIGHTY-FIVE PERCENT (85%) OF THE
VOTING SECURITIES OF THE NEW (OR CONTINUING) ENTITY IMMEDIATELY AFTER SUCH
REORGANIZATION, MERGER OR CONSOLIDATION.
(C)
"CODE" MEANS THE INTERNAL REVENUE CODE OF
1986, AS AMENDED. REFERENCES TO ANY SECTION OF THE CODE SHALL INCLUDE ANY
SUCCESSOR PROVISION THERETO AND APPLICABLE REGULATIONS OR GUIDANCE THEREUNDER.
(D)
"COMPANY" MEANS SPX CORPORATION, A DELAWARE
CORPORATION.
(E)
"ESTABLISHMENT DATE" MEANS FEBRUARY 28,
2005.
(F)
"EXCHANGE ACT" MEANS THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
REFERENCES TO ANY SECTION OF THE EXCHANGE ACT
SHALL INCLUDE ANY SUCCESSOR PROVISION THERETO AND APPLICABLE REGULATIONS OR
GUIDANCE THEREUNDER.
(G)
"FAIR MARKET VALUE" MEANS, AS TO ANY DATE,
THE CLOSING PRICE OF A SHARE OF SPX COMMON STOCK AS REPORTED IN THE
"NYSE-COMPOSITE TRANSACTIONS" SECTION OF THE MIDWEST EDITION OF THE WALL STREET
JOURNAL FOR SUCH DATE OR, IF NO PRICES ARE QUOTED FOR SUCH DATE, ON THE NEXT
PRECEDING DATE ON WHICH SUCH PRICES OF SPX COMMON STOCK ARE SO QUOTED.
(H)
"NON-EMPLOYEE DIRECTOR" MEANS ANY PERSON WHO
IS A MEMBER OF THE BOARD AND WHO IS NOT, AS OF THE DATE OF AN AWARD UNDER THE
PLAN, AN EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.
(I)
"PERFORMANCE SHARE" MEANS THE EXPRESSION
ON THE COMPANY'S BOOKS WHICH IS EQUIVALENT