Exhibit 10.1
SPX CORPORATION
SUPPLEMENTAL RETIREMENT SAVINGS PLAN
As Amended and Restated
May 31, 2008
SPX CORPORATION
SUPPLEMENTAL RETIREMENT SAVINGS PLAN
As Amended and Restated
May 31, 2008
TABLE OF CONTENTS
|
|
Page
|
|
|
|
|
ARTICLE I DEFINITIONS
|
2
|
|
1.1
|
“Accounting
Date”
|
2
|
|
1.2
|
“Administrator”
|
2
|
|
1.3
|
“Affiliated Company” or
“Affiliate”
|
2
|
|
1.4
|
“Beneficiary”
|
2
|
|
1.5
|
“Board”
|
2
|
|
1.6
|
“Code”
|
2
|
|
1.7
|
“Company”
|
2
|
|
1.8
|
“Compensation”
|
2
|
|
1.9
|
“Compensation Committee” or
“Committee”
|
2
|
|
1.10
|
“Deferred Account” or
“Account”
|
2
|
|
1.11
|
“Deferred Mutual
Fund”
|
2
|
|
1.12
|
“Deferred Mutual Fund
Unit”
|
2
|
|
1.13
|
“Dividend Date”
|
2
|
|
1.14
|
“Employee”
|
2
|
|
1.15
|
“ERISA”
|
3
|
|
1.16
|
“Executive Annual Incentive
Plan”
|
3
|
|
1.17
|
“Executive Bonus
Plan”
|
3
|
|
1.18
|
“Participant”
|
3
|
|
1.19
|
“Plan”
|
3
|
|
1.20
|
“Plan Year”
|
3
|
|
1.21
|
“Qualified Savings
Plan”
|
3
|
|
1.22
|
“Recordkeeper”
|
3
|
|
1.23
|
“Trustee”
|
3
|
|
|
|
|
|
ARTICLE II ELIGIBILITY
|
4
|
|
2.1
|
Participation
|
4
|
|
2.2
|
Reduction in Status; Removal From
Participation
|
4
|
|
|
|
|
|
ARTICLE III CONTRIBUTIONS AND DEFERRAL
ACCOUNTS
|
5
|
|
3.1
|
Elections To Contribute
|
5
|
|
3.2
|
Duration of Election
|
5
|
|
3.3
|
Disposition of Excess Contributions in the
Qualified Savings Plan
|
5
|
|
3.4
|
Company Matching
Contributions
|
5
|
|
3.5
|
Vesting of Participant
Deferrals
|
6
|
|
|
|
|
|
ARTICLE IV PARTICIPANTS’ ACCOUNT AND
INVESTMENT CREDITS
|
7
|
|
4.1
|
Participants’ Accounts
|
7
|
|
4.2
|
Deferred Mutual Fund Credits
|
7
|
|
4.3
|
Selection of Deferred Mutual
Funds
|
7
|
|
4.4
|
Changing Deferred Mutual
Funds
|
7
|
|
4.5
|
Dividends
|
7
|
|
|
|
|
|
ARTICLE V PAYMENT OF ACCOUNT
|
8
|
|
5.1
|
Form of Benefit
|
8
|
|
5.2
|
Election of Payment Option
|
8
|
i
|
5.3
|
Commencement of Benefit
|
9
|
|
5.3A
|
Change in Payment Selection for 2005-2008
Calendar Year Accounts
|
10
|
|
5.3B
|
2008 Transition Elections for 2005-2008
Calendar Year Accounts
|
10
|
|
5.4
|
Source of Benefit Payments
|
10
|
|
5.5
|
Payment at Death of
Participant
|
10
|
|
5.6
|
Beneficiary Designation
|
10
|
|
|
|
|
|
ARTICLE VI ADMINISTRATION OF THE PLAN
|
11
|
|
6.1
|
Administration by the
Company
|
11
|
|
6.2
|
General Powers of
Administration
|
11
|
|
6.3
|
409A Compliance
|
11
|
|
|
|
|
ARTICLE VII AMENDMENT OR TERMINATION
|
12
|
|
7.1
|
Amendment or Termination
|
12
|
|
7.2
|
Effect of Amendment or
Termination
|
12
|
|
|
|
|
ARTICLE VIII GENERAL PROVISIONS
|
13
|
|
8.1
|
Funding
|
13
|
|
8.2
|
General Conditions
|
13
|
|
8.3
|
No Guaranty of Benefits
|
13
|
|
8.4
|
No Enlargement of Employee
Rights
|
13
|
|
8.5
|
Spendthrift Provision
|
13
|
|
8.6
|
Applicable Law
|
13
|
|
8.7
|
Small Benefits
|
13
|
|
8.8
|
Incapacity of Recipient
|
13
|
|
8.9
|
Corporate Successor
|
13
|
|
8.10
|
Unclaimed Benefit
|
14
|
|
8.11
|
Limitations on Liability
|
14
|
|
8.12
|
Duties of Participants and
Beneficiaries
|
14
|
|
8.13
|
Taxes and Withholding
|
14
|
|
8.14
|
Treatment for other compensation
purposes
|
14
|
|
|
|
|
ARTICLE IX CHANGE-OF-CONTROL
|
15
|
|
9.1
|
Benefit Rights Upon
Change-of-Control
|
15
|
|
9.2
|
Definition of
Change-of-Control
|
15
|
|
9.3
|
Excess Parachute Payments by the
Company
|
17
|
|
|
|
|
ARTICLE X SPECIAL PROVISIONS
|
19
|
|
10.1
|
Former Participants in the General Signal
Corporation Deferred Compensation Plan
|
19
|
ii
SPX CORPORATION
SUPPLEMENTAL RETIREMENT SAVINGS PLAN
The SPX Corporation Supplemental
Retirement Savings Plan (the “Plan”) was adopted
effective January 1, 1990. The Plan as set forth
herein has been amended and restated effective as of May 31,
2008. The Plan is established and maintained by SPX
Corporation in order to allow an eligible Employee to (a) make
pre-tax salary reduction contributions, and (b) receive
Company matching contributions, in each case, in excess of those
permitted by the Company’s tax-qualified 401(k) plan,
known as the “SPX Corporation Retirement Savings and Stock
Ownership Plan.”
The provisions of this Plan are only
applicable to Participants who were in the employ of SPX
Corporation on or after May 31, 2008 (except as otherwise
provided in the Plan). Participants who retired prior to that
date (or the surviving spouses or beneficiaries of such
Participants) shall be eligible for benefits, if any, under the
terms of the Plan then in effect, or as subsequently amended such
that the amended terms apply to such persons.
1
ARTICLE I
DEFINITIONS
Wherever used herein the following
terms shall have the meanings hereinafter set forth:
1.1
“Accounting
Date” means each business
day.
1.2
“Administrator”
means the
Company, as set forth in Section 6.1.
1.3
“Affiliated Company”
or “Affiliate” means any corporation, trade
or business entity which is a member of a controlled group of
corporations, trades or businesses, or an affiliated service group,
of which the Company is also a member, as provided in Code Sections
414(b), (c), (m) or (o).
1.4
“Beneficiary”
means the person,
trust or estate designated (or deemed designated) to receive the
balance of the Participant’s account under the Qualified
Savings Plan.
1.5
“Board”
means the Board
of Directors of the Company.
1.6
“Code”
means the
Internal Revenue Code of 1986, as amended from time to time, and
any regulations relating thereto.
1.7
“Company”
means
(a) SPX Corporation, (b) any Affiliated Company or
Affiliate, provided that any such Affiliated Company or Affiliate
shall be included in the definition of “Company” only
to the extent determined by action of the officer of SPX
Corporation empowered to make such employee benefit determinations,
and (c) any other entity resulting from a reorganization,
merger or consolidation into or with the Company, or a transfer or
sale of substantially all of the assets of the Company.
1.8
“Compensation”
means the total
amount paid to a Participant by the Company inclusive of bonuses,
overtime pay, pre-tax contributions to the Qualified Savings Plan,
and salary reduction contributions to this Plan, but excluding
therefrom those items excluded from Compensation under the
Qualified Savings Plan. Notwithstanding the foregoing,
Compensation shall not be reduced pursuant to the application of
Code Section 401(a)(17), which applies to the Qualified
Savings Plan but shall not be applied to this Plan.
1.9
“Compensation
Committee” or “Committee” means the Compensation
Committee of the Board. When used herein,
“Committee” shall also include any person or persons to
whom the Committee’s authority has been lawfully
delegated.
1.10
“Deferred Account” or
“Account” means the Participant’s
interest in the Plan and includes separate salary reduction and
Company matching contributions accounts for each of the Deferred
Mutual Funds for which Deferred Mutual Fund Units are credited to
Participant Deferred Accounts, as described in Sections 4.1 and
4.2. Participant Accounts may be further sub-divided for
different time periods as provided in Section 4.1.
1.11
“Deferred Mutual
Fund” means a mutual fund or other
security designated by the Compensation Committee for purposes of
measuring the value of a Deferred Account established pursuant to
Article IV of the Plan.
1.12
“Deferred Mutual Fund
Unit” means the equivalent of one
share of a Deferred Mutual Fund.
1.13
“Dividend
Date” means the payment date of any
dividend declared on a Deferred Mutual Fund.
1.14
“Employee”
means an employee
of the Company who is eligible to participate under the Qualified
Savings Plan (or any successor or replacement to the Qualified
Savings Plan). The term “Employee” shall also
include each employee of the Company who participated in the
Deferred Compensation Plan of United Dominion
Industries, Inc. (the “UDI Plan”) or the
Deferred Compensation Plan for Employees of Litwin
Engineers & Contractors, Inc. (the “Litwin
Plan”) and whose Account Balance (as that term is defined in
the UDI Plan), as of January 1, 2002, or Benefit Account (as
that term is defined in the Litwin Plan), as of
2
January 1, 2002, was
transferred to the Plan despite the fact that such employee does
not meet the eligibility requirements to actively participate in
the Plan.
1.15
“ERISA”
means the
Employee Retirement Income Security Act of 1974, as
amended.
1.16
“Executive Annual Incentive
Plan” means the SPX Corporation
Executive Annual Incentive Plan and each applicable successor or
replacement plan to such plan.
1.17
“Executive Bonus
Plan” means the SPX Corporation
2008 Executive Bonus Plan and each applicable successor or
replacement plan to such plan.
1.18
“Participant”
means an Employee
who is eligible to participate in this Plan pursuant to
Article II hereof who has filed a deferral election and shall
also include (i) a former Employee or current non-eligible
Employee who continues to have an Account under this Plan and
(ii) any person who has an Account under the Plan in
accordance with the last sentence of Section 1.14 (regarding
transfers from the UDI Plan or Litwin Plan) or Section 10.1
(regarding transfers from the GSX Plan).
1.19
“Plan”
means this SPX
Corporation Supplemental Retirement Savings Plan.
1.20
“Plan
Year” means the calendar
year.
1.21
“Qualified Savings
Plan” means the SPX Corporation
Retirement Savings and Stock Ownership Plan and each predecessor,
successor or replacement to the said Qualified Savings
Plan.
1.22
“Recordkeeper”
means the
organization selected by the Company to keep information concerning
the Account of each Participant in the Plan.
1.23
“Trustee”
means the person
or entity chosen by the Company to hold Company assets which may be
used to provide benefits under this Plan. The assets of any
such trust remain the Company’s property and will be subject
to the claims of creditors should the Company become
insolvent.
Words in the masculine gender shall include the
feminine and the singular shall include the plural, and vice versa,
unless qualified by the context. Any headings used herein are
included for ease of reference only, and are not to be construed so
as to alter the terms hereof.
3
ARTICLE II
ELIGIBILITY
2.1
Participation.
(a)
For Plan Years
After 2008 . Effective as of
May 31, 2008, and commencing with the 2009 Plan Year, an
Employee shall be eligible to be a Participant hereunder if such
Employee (i) is eligible to participate in the Executive
Annual Incentive Plan (as determined under the terms of such plan),
(ii) is eligible to participate in the Executive Bonus Plan
with a target bonus percentage of 30% or more (as determined under
the terms of such plan), or (iii) has a positive Account
balance under the Plan as of May 31, 2008. For an
Employee that meets such criteria as of May 31, 2008,
eligibility to participate in the Plan shall be immediate.
For an Employee that meets such criteria after May 31, 2008,
such Employee shall be eligible to participate in the Plan on the
30th day following the date the Employee meets the
criteria.
For a Participant who ceases to be
eligible to participate in the Plan in accordance with
Section 2.2, and then subsequently again meets the eligibility
criteria described in the first sentence of Section 2.1(a),
such Employee’s eligibility to participate in the Plan again
shall be as follows:
(i)
if the Employee
is deemed to be “initially eligible” as provided under
Code Section 409A, such Employee shall be eligible to
participate in the Plan on the 30th day following the date the
Employee again meets the eligibility criteria described in the
first sentence of Section 2.1(a); and
(ii)
in all other
cases, at the earliest time as permitted under Code
Section 409A.
(b)
For Plan Years
Before 2009 . For Plan Years before
2009, eligibility to participate in the Plan shall be determined
according to the provisions and terms then in effect under the Plan
(and in accordance with Code Section 409A to the extent
applicable).
(c)
Eligible
Employees shall be notified of their ability to participate in the
Plan and shall be offered the opportunity to make contributions
hereunder, as set forth at Section 3.1 hereof.
2.2
Reduction in Status; Removal From
Participation. If an Employee ceases to meet
the eligibility criteria described in the first sentence of
Section 2.1(a), such Employee shall cease to be eligible to
participate in the Plan at the end of the applicable Plan Year and
the Participant shall make no further contributions to this Plan,
nor shall the Company make any further contributions on his
behalf. However, his Deferred Account shall continue to be
held for his benefit pursuant to the terms of this Plan, and it
shall continue to be credited with earnings, gains and losses as
provided under Article IV.
4
ARTICLE III
CONTRIBUTIONS AND DEFERRAL ACCOUNTS
3.1
Elections To
Contribute. A Participant may elect to
have a percentage of Compensation deferred under this Plan.
Such deferrals shall occur on a per payroll basis. Such an
election with respect to any Plan Year must be made, with respect
to amounts paid during such Plan Year, prior to the June 30th
of the preceding Plan Year, during the time period prescribed by
the Administrator; PROVIDED that a newly-eligible Participant
(which shall include an Employee deemed to be “initially
eligible” as provided under Code Section 409A) may make
an election to defer Compensation to this Plan within not more than
30 days after becoming an eligible Participant, which election
shall apply only to Compensation earned after the election is made
and effective. Such elections shall be irrevocable for the
applicable Plan Year after the election deadline provided in the
preceding sentence.
A Participant may separately elect
(i) a basic deferral percentage (in 1% increments, up to 50%
of Compensation, which includes, without limitation, bonuses except
for the bonus (if any) paid under the Executive Bonus Plan and/or
Executive Annual Incentive Plan), and (ii) a supplemental
bonus deferral percentage (in 1% increments, up to 100%),
applicable only to the bonus (if any) paid under the Executive
Bonus Plan and/or Executive Annual Incentive Plan.
Notwithstanding the foregoing, the applicable deferral percentages
permitted under the preceding sentence shall be reduced to the
extent required by Code Section 409A with respect to a
newly-eligible Participant (which shall include an Employee deemed
to be “initially eligible” as provided under Code
Section 409A). Additionally, with respect to a
newly-eligible Participant (which shall include an Employee deemed
to be “initially eligible” as provided under Code
Section 409A) who becomes newly eligible to participate after
June 30th of a Plan Year (or who does not make an applicable
deferral election by June 30th of such Plan Year), no deferral
of the bonus (if any) paid under the Executive Bonus Plan and/or
Executive Annual Incentive Plan in the immediate following Plan
Year shall be permitted.
Having made such an election, the
percentage of Compensation a Participant has elected to defer shall
be credited by the Company to this Plan for any Plan Year with
respect to all Compensation as defined by this Plan (or of a bonus
payment (if any) under the Executive Bonus Plan and/or Executive
Annual Incentive Plan) and paid during such Plan Year (or portion
of the Plan Year for which such election is effective).
However, no contributions are made to this Plan with respect to a
Participant until one or more of the applicable limits in the
Qualified Savings Plan has been reached. Such applicable
limits under the Qualified Savings Plan are as follows:
(a)
The limit on compensation under
Code Section 401(a)(17);
(b)
The limit on deferrals and
matching contributions under Code Sections 401(k) and 401(m);
and
(c)
The limit on annual additions to
accounts under Code Section 415.
3.2
Duration of
Election. A Participant’s
election to defer Compensation under this Plan as described at
Section 3.1 above shall remain in effect only for the Plan
Year (or portion thereof) for which it applies.
Notwithstanding any other provision of the Plan to the contrary, a
Participant’s deferral election for a Plan Year shall be
cancelled upon the Participant having his deferrals under the
Qualified Saving Plan suspended due to receiving a hardship
distribution under the Qualified Savings Plan.
3.3
Disposition of Excess
Contributions in the Qualified Savings Plan.
In any
case in which a Participant’s salary reduction contributions
to the Qualified Savings Plan would be returned to the Participant
by reason of the operation of Code Sections 401(k), 401(m), or
402(g), such contributions shall not be made available to the
Participant, but shall automatically be transferred from the
Qualified Savings Plan to the Participant’s Deferred Account
under this Plan. Such contributions shall be allocated to the
Participant’s Account in this Plan for the Plan Year in which
such contributions are deposited in this Plan.
3.4
Company Matching
Contributions. For each Plan Year, a
Participant’s Account under this Plan shall be credited with
a matching contribution equal to a percentage (the same percentage
of Compensation as matched by the Company under the Qualified
Savings Plan) of his deferrals for such Plan Year, to the extent
such deferrals have not received a match on that percentage of
Compensation under the Qualified Savings Plan. The matching
contribution to be made under this Plan shall follow any increase
or decrease in the match made for the
5
Qualified Savings Plan, and
shall be made only after the maximum match has been made under the
Qualified Savings Plan.
3.5
Vesting of Participant
Deferrals. A Participant shall be fully
vested in all allocations made to his Account pursuant to
Section 3.1 and in the Company matching contribution credits
made to his Account pursuant to Section 3.4.
6
ARTICLE IV
PARTICIPANTS’ ACCOUNT AND INVESTMENT
CREDITS
4.1
Participants’
Accounts. A separate Deferred Account
shall be established by the Recordkeeper for each Participant which
shall accurately reflect his interest in this Plan. Each
Account shall consist of two sub-Accounts, one for the
Participant’s deferrals made to this Plan pursuant to
Section 3.1, and one for the Company matching contribution
credits made pursuant to Section 3.4 (including, for each
sub-Account, applicable credited earnings, gains and
losses).
Each Participant’s Account
shall further be sub-divided into six accounts: one account for
deferral and matching contribution credit amounts (including
applicable credited earnings, gains and losses) attributable to
calendar years before 2005 (the “Pre-2005 Account”),
four separate accounts for deferral and matching contribution
credit amounts (including applicable credited earnings, gains and
losses) attributable to each calendar year after 2004 and before
2009 (the “2005-2008 Calendar Year Accounts”), and one
account for deferral and matching contribution credit amounts
(including applicable credited earnings, gains and losses)
attributable to calendar years after 2008 (the “Post-2008
Account”).
4.2
Deferred Mutual Fund
Credits. The Company shall establish a
Deferred Account for each Participant who makes an election to
defer Compensation, as provided in Section 3.1. The
balance of a Participant’s Deferred Account is dependent upon
the value of the Deferred Mutual Fund Units in the Deferred
Account, and is therefore subject to market fluctuations in value
until distributed to a Participant.
4.3
Selection of Deferred Mutual
Funds. Each Participant (and
Beneficiary, as provided at Section 5.5) shall be permitted to
direct the manner in which credits to his Account shall be treated
as invested from among such Deferred Mutual Funds determined by the
Compensation Committee from time to time and communicated to
Participants. Each Participant shall choose the percentage of
his Account treated as invested in each Deferred Mutual Fund
provided that not less than 5% of the Participant’s
contributions and Company contributions shall be designated for any
one such Deferred Mutual Fund. To the extent a Participant
(or Beneficiary if applicable) does not provide any investment
direction, the Company may select a Deferred Mutual Fund for which
the Participant (or Beneficiary if applicable) will be deemed to
have directed his Account be invested in.
4.4
Changing Deferred Mutual
Funds. A Participant may elect to
change the mix of the Deferred Mutual Fund Units credited to the
Participant’s Deferred Account in accordance with the
administrative procedures and rules set by the Administrator
from time to time.
4.5
Dividends.
At any time a
balance in Deferred Mutual Fund Units is maintained in an Account,
there shall be credited to the Account additional Deferred Mutual
Fund Units on each Dividend Date. Such additional number of
Deferred Mutual Fund Units shall be determined by reference to the
number of mutual fund shares or other securities that would be
issued by the mutual fund or the issuer of the other securities
with respect to the reinvestment of such dividend. In the
absence of such reinvestment, the number of such additional
Deferred Mutual Units shall be determined by (i) multiplying
the total number of Deferred Mutual Fund Units (including
fractional Deferred Mutual Fund Units) credited to the Account
immediately prior to the Dividend Date by the amount of the
dividend per share of the Deferred Mutual Fund and
(ii) dividing the product by the fair market value per share
as of such Dividend Date. Additional Deferred Mutual Fund
Units shall be similarly credited on each Dividend Date on which a
balance in Deferred Mutual Fund Units is maintained in the
Account.
7
ARTICLE V
PAYMENT OF ACCOUNT
5.1
Form of
Benefit.
(a)
At the
Participant’s timely election as provided under
Section 5.2, a Participant’s Pre-2005 Account and
2005-2008 Calendar Year Accounts (with separate elections for the
Pre-2005 Account and each 2005-2008 Calendar Year Account) under
this Plan shall be paid in one of the following forms:
(i)
In a single lump
sum payment.
(ii)
In periodic
annual installments payable for a period of up to ten
(10) years. So long as the Participant retains funds in
his Account, earnings, gains and losses shall be credited to the
Account.
(iii)
In periodic
monthly installments, payable for a period of up to ten
(10) years. So long as the Participant retains funds in
his Account, earnings, gains, and losses shall be credited to the
Account.
(b)
A Participant who
makes no election with respect to the Pre-2005 Account within the
time provided in Sections 5.2 and 5.3 shall receive a lump sum
payment of the Participant’s Pre-2005 Account, valued and
paid on the date of his or her termination, death or
retirement. A Participant who does not make a timely election
with respect to a 2005-2008 Calendar Year Account as provided in
Sections 5.2 and 5.3 shall receive a lump sum payment of such
2005-2008 Calendar Year Account, valued and paid on or as soon as
practicable after the date that is six months after the
Participant’s separation from service but not later than 30
days after such date (subject to the last sentence of
Section 5.2(b) and Section 5.3A).
(c)
A
Participant’s Post-2008 Account shall be paid in a single
lump sum payment.
5.2
Election of Payment
Option.
(a)
Pre-2005
Account . With respect to the
Pre-2005 Account, a Participant shall select a form of payment at
the time that he chooses to make an election to contribute to the
Plan pursuant to Section 3.1. Thereafter, a Participant
may change his election with respect to the Pre-2005 Account at any
time that is at least one year prior to his retirement, death,
disability or other termination of employment from the
Company. Notwithstanding a Participant’s payment
election under Section 5.3, payments with respect to the
Pre-2005 Account shall not be made until the year following the
year of termination to the extent a payment would otherwise be
subject to Code Section 162(m).
(b)
2005-2008
Calendar Year Accounts . With respect to a
2005-2008 Calendar Year Account, the Participant shall select a
form of payment at the time that he chooses to make an election to
contribute to the Plan pursuant to Section 3.1.
Thereafter, a Participant may change his form of payment election
with respect to a 2005-2008 Calendar Year Account only as provided
in Sections 5.3A and 5.3B below. Notwithstanding a
Participant’s payment election under Section 5.3,
payments with respect to a 2005-2008 Calendar Year Account shall
not be made until the year following the year of termination to the
extent a payment would otherwise be subject to Code
Section 162(m).
(c)
Post-2008
Account . With respect to the
Post-2008 Account, no election as to form of payment is permitted
under the Plan. Notwithstanding Section 5.3, payments
with respect to a Post-2008 Account
|
