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
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)
"EFFECTIVE DATE" MEANS FEBRUARY 28, 2005.
(F)
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
(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.
2
(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 TO ONE SPX SHARE.
(J)
"RETURN CONDITION" MEANS, FOR THE APPLICABLE MEASUREMENT PERIOD,
THAT THE TOTAL SHAREHOLDER RETURN EXCEEDS THE S&P RETURN.
(K)
"S&P RETURN" MEANS 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.
(L)
"SPX COMMON STOCK" OR "SPX SHARE" MEANS THE COMMON STOCK, PAR
VALUE $10.00 PER SHARE, OF THE COMPANY.
(M)
"TOTAL SHAREHOLDER RETURN" MEANS THE PERCENTAGE CHANGE IN THE FAIR
MARKET VALUE OF ONE SPX SHARE (USING TOTAL SHAREHOLDER RETURN OF THE SPX COMMON
STOCK AS REPORTED BY INTERACTIVE DATA CORPORATION) DURING THE APPLICABLE
MEASUREMENT PERIOD.
SECTION 3.
ELIGIBILITY
Each Non-Employee Director as of the Effective Date and each person