4.1	Amount	11
4.2	Form and Commencement of Benefit	11
ARTICLE V ADMINISTRATION OF THE PLAN		12
5.1	Administration by the Company	12
5.2	General Powers of Administration	12
5.3	409A Compliance	12
ARTICLE VI AMENDMENT OR TERMINATION		13
6.1	Amendment or Termination	13
6.2	Effect of Amendment or Termination	13
ARTICLE VII GENERAL PROVISIONS		14
7.1	Funding	14
7.2	General Conditions	14
7.3	No Guaranty of Benefits	14
7.4	No Enlargement of Employee Rights	14
7.5	Spendthrift Provision	14
7.6	Applicable Law	14
7.7	Small Benefits	14
7.8	Incapacity of Recipient	15
7.9	Corporate Successor	15
7.10	Unclaimed Benefit	15
7.11	Limitations on Liability	15
7.12	Duties of Participants, Beneficiaries, and Surviving Spouses	15
7.13	Taxes and Withholding	15
7.14	Treatment for other Compensation Purposes	16
ARTICLE VIII CHANGE-OF-CONTROL		17
8.1	Definition of Change-of-Control	17
8.1A	Definition of 409A Change-of-Control	18
8.2	Benefit Rights Upon Change-of-Control	19
8.3	Excess Parachute Payments by the Company	20
ARTICLE IX SPECIAL PROVISIONS		22
9.1	Former Participants in the General Signal Corporation Supplemental Retirement Plan	22
9.2	Certain Former General Signal Participants Eligible for Transition Benefits	22

 

ii

 

SPX CORPORATION
SUPPLEMENTAL INDIVIDUAL ACCOUNT RETIREMENT PLAN

 

The SPX Corporation Supplemental Individual Account Retirement Plan, formerly known as the Excess and Top Hat Benefit Plan No. 3 (the “Plan”) was adopted effective January 1, 1984, amended from time to time thereafter and is now amended and restated, effective as of October 21, 2008.  The Plan is established and maintained by SPX Corporation for the purpose of providing benefits in excess of the limitations on benefits imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code for certain of its employees who participate in the SPX Corporation Individual Account Retirement Plan.

 

The provisions of this Plan are only applicable to Participants in the employ of SPX Corporation on or after the effective date of such provisions. Participants who terminated 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.

 

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ARTICLE I

DEFINITIONS

 

Whenever used herein the following terms shall have the meanings hereinafter set forth.  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.

 

1.1                                  “Account Balance” means the value of a Participant’s benefit payable under this Plan on or after July 1, 1997, expressed as a lump sum.  A Participant’s Account Balance at any time shall be the sum of the following:

 

(i)                                      Initial Account Balance (if any);

 

(ii)                                   Principal Accruals; and

 

(iii)                                Interest Accruals.

 

1.2                                  “Accrued Benefit” has the following meaning with respect to the methods of determining a benefit under this Plan as may apply to a specific Participant:

 

(1)                                   Account Balance.  An Accrued Benefit based on a Participant’s Account Balance means the Participant’s Account Balance at any time, and the immediate single life annuity which is the Actuarial Equivalent of the Participant’s Account Balance at such time.  For any Participant who terminates employment before he attains his Normal Retirement Age, and who elects to leave his Account Balance in the Plan, Accrued Benefit means that Participant’s Account Balance at the time of termination of employment plus Interest Accruals to the date of distribution, and the immediate single life annuity which is the Actuarial Equivalent of the Participant’s Account Balance at such time.

 

(2)                                   Grandfathered Benefit.  An Accrued Benefit based on a Participant’s Grandfathered Benefit, described in Section 1.13.

 

A Participant’s Accrued Benefit shall be payable only in those optional forms of benefit which pertain (as provided under the Qualified Plan) to the Account Balance or Grandfathered Benefit (whichever is applicable).

 

1.3                                  “Act” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations relating thereto.

 

1.4                                  “Actuarial Equivalent” means a benefit having the same value as the benefit it replaces, as defined in this subsection.  Actuarial equivalency shall be determined on the basis of the following assumptions:

 

(1)                                   For purposes of (i) converting an Account Balance to a single life annuity, or (ii) converting a single life annuity to a lump sum, or (iii) converting a lump sum (other than an Account Balance) to a single life annuity, the applicable actuarial assumptions set forth under Section 2.1(c)(1) of the Qualified Plan shall be utilized.

 

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(2)                                   For purposes of converting a single life annuity (i) into a joint and 50% survivor annuity, or (ii) into any optional form of benefit (excluding lump sums), the actuarial factors set forth in Appendix A of the Qualified Plan (as amended, if applicable) shall be applied.

 

(3)                                   For all other purposes under the Plan, mortality shall be based upon the mortality assumptions set forth in the mortality table commonly described as “UP-1984,” as published, and the assumed interest rate shall be 5% per year.

 

1.5                                  “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).

 

1.6                                  “Beneficiary” means a Participant’s beneficiary under the Qualified Plan with respect to a Participant’s Non-409A Supplemental Retirement Benefit (or, if applicable, the Supplemental Plan Preretirement Death Benefit payable under the first paragraph of Section 4.2).

 

With respect to a Participant’s 409A Supplemental Retirement Benefit (or, if applicable, the Supplemental Plan Preretirement Death Benefit payable under the second paragraph of Section 4.2), “Beneficiary” means any person or persons designated by a Participant to receive such benefits payable in the event of the Participant’s death before benefits under the Plan begin, or to receive the survivor benefits under any joint and survivor benefit option or period certain benefit option after benefits under the Plan begin.  A married Participant may elect at any time to designate a non-spouse Beneficiary or to revoke any such election at any time.  An election by a Participant to designate a non-spouse Beneficiary shall not take effect unless the Participant’s spouse consents in writing to such election, such consent acknowledges the effect of such an election and the consent is witnessed by a representative of the Plan or a notary public, unless the Participant establishes to the satisfaction of the Committee that such consent may not be obtained because there is no spouse, the spouse cannot be located or due to other circumstances.  The consent by a spouse shall be irrevocable and shall be effective only with respect to that spouse.  Any separate designation of a Beneficiary under this Plan shall not be effective for any purpose unless and until it has been filed by the Participant with the Committee on a form approved by the Committee.  A Participant may, from time to time, on a form approved by and filed with the Committee, change the Beneficiary, provided that once benefit payments have commenced to be paid to a Participant, his designation of a Beneficiary may only be changed for the period certain option.  If payments under a period certain benefit option have commenced to a Participant’s designated Beneficiary and the Beneficiary dies before all payments under such form of payment have been made, any remaining payments shall be made to the Beneficiary’s estate.

 

1.7                                  “Board” means the Board of Directors of the Company.

 

1.8                                  “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations relating thereto.

 

1.9                                  “Committee” means the Compensation Committee of the Board.

 

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1.10                            “Company” means SPX Corporation, a Delaware corporation, or, to the extent provided in Section 7.9 below, any successor corporation or 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.

 

1.11                            “Excess Participant” means a Qualified Plan participant whose benefit is limited by reason of the application of Code Section 415, as in effect on the date that Qualified Plan Retirement Benefits commence.

 

1.12                            “Former Accrued Benefit” means (1) a Participant’s accrued Normal Retirement Benefit as of June 30, 1997 under the Qualified Plan payable in the form of a single life annuity at the Participant’s Normal Retirement Age (or, if later, payable on June 30, 1997), based on the terms of this Plan as in effect on June 30, 1997, or (2) the accrued Normal Retirement Benefit as of the date that benefits under a Prior Plan were converted to Account Balances under this Plan.

 

1.13                            “Grandfathered Benefit” means the alternative benefit formula under the Qualified Plan applicable to Participants who had a combination of age and service of at least 50 with at least 10 years of service under the Qualified Plan on June 30, 1997, which may be elected instead of such a Participants’ Account Balance under the Qualified Plan.

 

1.14                            “GSX Transition Benefit” means the special transition benefit payable with respect to the Qualified Plan account balance of certain Participants who were formerly covered by the General Signal Corporation Benefits Plan as referenced in Section 9.2.

 

1.15                            “Initial Account Balance” means the Actuarial Equivalent of a Participant’s Former Accrued Benefit, expressed as a lump sum on July 1, 1997 with respect to employees who were participants in the Qualified Plan on that date or the date on which a Participant’s benefit under any other Prior Plan which is now part of the Qualified Plan was converted to an Actuarial Equivalent Account Balance.  A Participant’s Initial Account Balance (determined as if the Plan terminated on July 1, 1997, or on the applicable Prior Plan conversion date) shall be no less than the Actuarial Equivalent of the Participant’s Accrued Benefit under this Plan or a Prior Plan determined as if this Plan or a Prior Plan had terminated on the conversion date.

 

1.16                            “Interest Accruals” means the additions to a Participant’s Account Balance determined with the Interest Accrual Rate below and in accordance with the methodology utilized under the Qualified Plan for the Interest Credits thereunder.

 

1.17                            “Interest Accrual Rate” means the rate of interest (determined once each Plan Year) at which a Participant’s Account Balance is deemed to grow.  For any Plan Year, the Interest Accrual Rate shall be the interest rate paid on five-year United States Treasury Notes (Constant Maturities) in effect as of the last business day of November of the immediately preceding Plan Year.

 

1.18                            “Normal Retirement Age” means the earlier of (a) the date a Participant has attained his Social Security Unreduced Retirement Age (as defined under the Qualified Plan), or (b) the date when he has both attained his 65th birthday and completed five years of Continuous Service under the Qualified Plan.

 

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1.19                            “Normal Retirement Date” means the first day of the month coinciding with or next following the date on which a Participant terminates employment with the Company because of his normal retirement under the Qualified Plan on or after attainment of his Normal Retirement Age.

 

1.20                            “Participant” means an employee of the Company or of an Affiliated Company who is a participant under the Qualified Plan (or any successor or replacement to the Qualified Plan) and to whom or with respect to whom a benefit is payable under this Plan.  When used in the Plan, Participants are either “Excess Participants” or “Top Hat Participants.”  The term “Participant” shall refer only to Top Hat Participants unless otherwise specified.  Notwithstanding the foregoing, the term Participant shall not include any participant in the Qualified Plan, whose participation in the Qualified Plan is a result of a plan merger or transfer of assets and liabilities effected on or after January 1, 2001.

 

1.21                            “Plan” means the SPX Corporation Supplemental Individual Account Retirement Plan.

 

1.22                            “Principal Accruals” mean the additions made to a Participant’s Account Balance equivalent to those which would have been made under the Qualified Plan, absent the limits on compensation imposed by Code Section 401(a)(17), or any successor section of the Code, and provided that any deferrals of compensation made pursuant to the SPX Corporation Supplemental Retirement Savings Plan shall be includable in the determination of such compensation.  Any qualified plan supplemental accruals shall reduce the amount of Principal Accruals under this Plan.

 

1.23                            “Qualified Plan” means the SPX Corporation Individual Account Retirement Plan (formerly known as Pension Plan No. 3) and each predecessor, successor or replacement to the said Qualified Plan, and any plan which has been merged into the Qualified Plan (a “Prior Plan”) where Prior Plan Accrued Benefits have been converted to an Initial Account Balance.

 

1.24                            “Qualified Plan Retirement Benefit” means the aggregate benefit payable to a Participant pursuant to the Qualified Plan (including any portion to be paid to an alternate payee pursuant to a qualified domestic relations order) by reason of his termination of employment with the Company and all Affiliates for any reason other than death.  Where the Qualified Plan provides for an offset to a Participant’s benefit under the Qualified Plan to reflect payment to a Participant of additional defined benefit pension payments (within the meaning of Code Section 414(j)) under other defined benefit pension plans of the Company or an Affiliated Company, the Participant’s Qualified Plan Retirement Benefit shall be the total value of all such defined benefit pensions.

 

1.25                            “Qualified Plan Preretirement Death Benefit” means the aggregate benefit payment to the Surviving Spouse or Beneficiary of a Participant with respect to the Participant’s Qualified Plan Retirement Benefit in the event of the death of the Participant at any time prior to commencement of payment of his Qualified Plan Retirement Benefit.

 

1.26                            “Supplemental Plan Preretirement Death Benefit” means the benefit payable to a Surviving Spouse or Beneficiary pursuant to the Plan by reason of the death of the Participant at any time prior to commencement of payment of his Qualified Plan Retirement Benefit.

 

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1.26A                  “Supplemental Retirement Benefit” means either a Supplemental Excess Retirement Benefit or a Supplemental Top Hat Retirement Benefit, as determined under the following Articles.

 

1.26B                    “Non-409A Supplemental Retirement Benefit” refers to the Supplemental Retirement Benefit that is determined under Code Section 409A to be (i) attributable to amounts deferred in taxable years beginning before January 1, 2005, and (ii) not subject to Code Section 409A.

 

1.26C                    “409A Supplemental Retirement Benefit” refers to the Supplemental Retirement Benefit that is determined under Code Section 409A to be (i) attributable to amounts deferred in taxable years beginning on or after January 1, 2005, or (ii) attributable to amounts deferred in taxable years beginning before January 1, 2005 that are subject to Code Section 409A.

 

1.27                            “Surviving Spouse” means a person who is legally married to a Participant at the date of his death.

 

1.28                            “Top Hat Participant” means a Participant who both (i) participates in the Qualified Plan and (ii) whose benefits under the Qualified Plan are limited by the compensation limits of Code Section 401(a)(17).

 

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ARTICLE II

ELIGIBILITY

 

A Participant who is eligible to receive a Qualified Plan Retirement Benefit, the amount of which is reduced:

 

(1)                                   in the case of an Excess Participant, by reason of the application of the limitations on benefits imposed by Code Section 415, or

 

(2)                                   in the case of a Top Hat Participant, by reason of the application of the limitations on benefits imposed by Code Section 401(a)(17),

 

shall be eligible to receive a Supplemental Retirement Benefit.  A person shall be considered a Participant in the Plan in the first year such person accrues a benefit under this Plan.  The Supplemental Retirement Benefit shall either be a Supplemental Excess Retirement Benefit or a Supplemental Top Hat Retirement Benefit, whichever is greater.  If a Participant dies prior to commencement of payment of his Qualified Plan Retirement Benefit, his Surviving Spouse or Beneficiary may be eligible to receive a Supplemental Plan Preretirement Death Benefit as provided in Article IV.

 

Individuals not initially treated and classified by their employer as common-law employees on the payroll records of their employer, including, but not limited to, leased employees, independent contractors or any other contract employees, shall be excluded from participation irrespective of whether a court, administrative agency or other entity determines that such individuals are common law employees.

 

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ARTICLE III

SUPPLEMENTAL RETIREMENT BENEFITS

 

3.1                                  Amount .

 

(a)                                   The Supplemental Excess Retirement Benefit payable to an eligible Excess Participant shall be an amount equal to the difference between (i) and (ii) below:

 

(i)                                      the amount of the Qualified Plan Retirement Benefit to which the Participant would have been entitled if such benefit were computed without giving effect to the limitations on benefits imposed by application of Code Section 415,

 

L E S S

 

(ii)                                   the amount of the Qualified Plan Retirement Benefit actually payable to the Participant.

 

The amounts described above shall be computed in the form of an Account Balance commencing on the date payment is made or begins.

 

(b)                                  The Supplemental Top Hat Retirement Benefit shall be a Top Hat Participant’s Account Balance under this Plan.

 

(c)                                   Notwithstanding the provisions of 3.1(b) above, a Participant eligible for a Grandfathered Benefit under the Qualified Plan who elects to receive such benefit shall receive a Supplemental Top Hat Retirement Benefit in an amount equal to the difference between (i) and (ii) below:

 

(i)                                      the amount of the Qualified Plan Retirement Benefit (using the Grandfathered Benefit formula) to which the Participant would have been entitled if such benefit were computed without giving effect to the limitations of Code Sections 401(a)(17) and 415,

 

L E S S

 

(ii)                                   the amount of the Qualified Plan Retirement Benefit actually payable to the Participant.

 

The amounts described in (c)(i) and (ii) above shall be computed in the form of a straight life annuity payable over the lifetime of the Participant only commencing on his actual Normal Retirement Date or Early Retirement Date under the Qualified Plan.

 

3.2                                  Form of Non-409A Supplemental Retirement Benefit.   The Non-409A Supplemental Retirement Benefit (regardless if stemming from a Supplemental Excess Retirement Benefit or Supplemental Top Hat Retirement Benefit) payable to a Participant shall be paid in the same form under which the Qualified Plan Retirement Benefit is payable to the Participant.  The Participant’s election under the Qualified Plan of any optional form of payment of his Qualified Plan Retirement Benefit (with the valid consent of his Surviving Spouse where required under the Qualified Plan) shall also be applicable to the payment of his Non-409A Supplemental Retirement Benefit, regardless if stemming from a Supplemental Excess Retirement Benefit or a Supplemental Top Hat Retirement Benefit.

 

3.3                                  Commencement of Non-409A Supplemental Retirement Benefit.   Payment of the Non-409A Supplemental Retirement Benefit to a Participant shall commence on the same date that payment of the Qualified Plan Retirement Benefit to the Participant commences.  Any election under the Qualified Plan made by the Participant with respect to the commencement of payment of his Qualified Plan

 

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Retirement Benefit shall also be applicable with respect to the commencement of payment of his Non-409A Supplemental Retirement Benefit.

 

3.4                                  Approval of Company.   Notwithstanding the provisions of Sections 3.2 and 3.3 above, an election made by the Participant under the Qualified Plan with respect to the form of payment or date for commencement of payment of his Qualified Plan Retirement Benefit (with the valid consent of his Surviving Spouse where required under the Qualified Plan) shall not be effective with respect to the form of payment or date for commencement of payment of his Non-409A Supplemental Retirement Benefit hereunder unless such election is filed in writing with the Committee with respect to his Non-409A Supplemental Retirement Benefit.  If the Committee does not object to such election within 15 days, then the form of payment or date for commencement of payment of the Participant’s Non-409A Supplemental Retirement Benefit shall be deemed to have been accepted by the Committee.  The requirements of this Section 3.4 shall not apply in the event of a Change-of-Control, as defined in Article VIII.

 

3.4A                        Form and Timing of 409A Supplemental Retirement Benefits .

 

(a)                                   Initial Eligibility and Payment Elections .  For any person who shall newly become a Participant pursuant to Article II, such person may elect to have his 409A Supplemental Retirement Benefit payable in any optional form in which the Qualified Plan Retirement Benefit is payable to the Participant (including a lump sum payment).  Such person must make a separate optional form election for the 409A Supplemental Retirement Benefit under this Plan, which need not be the same as the Participant’s election under the Qualified Plan.  Such person must also elect when the 409A Supplemental Retirement Benefit will commence, which commencement date may be no sooner than the date when the Participant has terminated employment.  Such payment election must be made no later than thirty (30) days (or such earlier time as the Committee may designate) after the January 1st of the year following the year a person becomes a Participant in the Plan, and shall be irrevocable for the duration of a Participant’s participation in the Plan except as set forth in the remainder of this Section 3.4A.

 

(b)                                  Transition Period .  For the transition period beginning January 1, 2008 and ending December 31, 2008, any Participant may elect to have his 409A Supplemental Retirement Benefit payable in any optional form in which the Qualified Plan Retirement Benefit is payable to the Participant (including a lump sum payment), and may elect when the 409A Supplemental Retirement Benefit will commence, which commencement date may be no sooner than the date when the Participant has terminated employment.  Such payment election shall be made in accordance with Code Section 409A (and applicable Internal Revenue Service transition relief) and subject to the following provisions.  As of December 31, 2008, any then effective transition payment election shall be irrevocable for the duration of a Participant’s participation in the Plan except as set forth in paragraph (d) below.  No payment election made in 2008 under this transition relief will apply to 409A Supplemental Retirement Benefits that would otherwise be payable in 2008, nor may such election cause 409A Supplemental Retirement Benefits to be paid in 2008 that would not otherwise be payable in 2008.  No payment election under this transition relief may be made retroactively, or when 409A Supplemental Retirement Benefit payments are imminent.

 

(c)                                   Timely Election Failure .  Failure to make a timely payment election as provided above will result in such person deeming to elect the following with respect to the 409A Supplemental Retirement Benefit: (i) benefit commencement date that is six months after termination of employment and (ii) benefit payment form that is a lump sum payment.  Such deemed election shall be irrevocable for the duration of a Participant’s participation in the Plan except as set forth in paragraph (d) below.

 

(d)                                  Subsequent Change in Election .  A Participant may change the payment election with respect to the 409A Supplemental Retirement Benefit so long as: (i) the new payment election is made at least twelve (12) months before the original payment commencement date, (ii) the new payment election does not take effect until at least twelve (12) months after the date on which such election is made, and (iii) the original payment commencement date is deferred for a period of not less than five (5) years.  Notwithstanding the foregoing, to the extent that a Participant’s payment form election with respect to the 409A Supplemental Retirement Benefit is a “life

 

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annuity” (as defined under Code Section 409A), the Participant may change such election to another optional form in which the Qualified Plan Retirement Benefit is payable to the Participant provided that:

 

(1)	such optional form is also a “life annuity” (as defined under Code Sect