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Exhibit 10.1
SPX Corporation
2002 STOCK COMPENSATION PLAN
RESTRICTED STOCK AGREEMENT
[ ] AWARD
THIS AGREEMENT is made between SPX CORPORATION, a Delaware
corporation (the "Company"), and the Recipient pursuant to the SPX
Corporation 2002 Stock Compensation Plan and related plan documents
(the "Plan") in combination with an SPX Restricted Stock Summary
(the "Award Summary") to be displayed at the Fidelity
website. The Award Summary, which identifies the person to
whom the Restricted Stock (as defined in Section 1 below) is
granted (the "Recipient") and specifies the date (the "Award Date")
and other details of the award, and the electronic acceptance of
this Agreement (which also is to be displayed at the Fidelity
website), are incorporated herein by reference. The parties
hereto agree as follows:
1.
Grant of Restricted Stock . The Company hereby grants
to the Recipient, pursuant to Section 9 of the Plan, the
number of shares of Company common stock (the "Common Stock")
specified above (the "Restricted Stock"), subject to the terms and
conditions of the Plan and this Agreement. The Restricted
Stock is divided into three separate tranches, for purposes of
determining when the Period of Restriction ends with respect to the
restricted shares. The Recipient must accept the Restricted
Stock award within 90 days after notification that the award is
available for acceptance and in accordance with the instructions
provided by the Company. The award automatically will be
rescinded upon the action of the Company, in its discretion, if the
award is not accepted within 90 days after notification is sent to
the Recipient indicating availability for acceptance.
2.
Restrictions . The Restricted Stock may not be sold,
transferred, pledged, assigned or otherwise alienated or
hypothecated, whether voluntarily or involuntarily or by operation
of law, until the termination of the applicable Period of
Restriction (as defined in Section 4 below) or as otherwise
provided in the Plan or this Agreement. Except for such
restrictions, the Recipient will be treated as the owner of the
shares of Restricted Stock and shall have all of the rights of a
shareholder, including, but not limited to, the right to vote such
shares and the right to receive all dividends, if any, paid on such
shares. If any dividends are paid in shares of Common Stock,
the dividend shares shall be subject to the same restrictions as
the shares of Restricted Stock with respect to which they were
paid.
3.
Restricted Stock Certificates . The stock
certificate(s) representing the Restricted Stock shall be
issued or held in book entry form promptly following the acceptance
of this Agreement. If a stock certificate is issued, it shall
be delivered to the Secretary of the Company or such other
custodian as may be designated by the Company, to be held until the
end of the Period of Restriction or until the Restricted Stock is
forfeited. The certificates representing
shares of Restricted Stock granted pursuant to this
Agreement shall bear a legend in substantially the form set forth
below:
The sale or other transfer of the shares of stock represented by
this certificate, whether voluntary, involuntary or by operation of
law, is subject to certain restrictions on transfer set forth in
the SPX Corporation 2002 Stock Compensation Plan, rules and
administration adopted pursuant to such Plan, and a Restricted
Stock award agreement with an Award Date of [ ]. A copy
of the Plan, such rules and such Restricted Stock award
agreement may be obtained from the Secretary of SPX
Corporation.
4.
Period of Restriction . Subject to the provisions of
the Plan and this Agreement, unless vested or forfeited earlier as
described in Section 6, 7, or 8 of this Agreement, as
applicable, each tranche of Restricted Stock awarded hereunder
shall become vested and freely transferable if, as of any
Measurement Date for such tranche, Total Shareholder Return
(defined below) for the Measurement Period associated with such
Measurement Date is greater than the S&P Return (defined below)
for such Measurement Period. Such vesting shall occur upon
certification by the Board of Directors (or appropriate Board
committee) that the applicable performance criteria have been met.
The following schedule sets forth the Measurement Date(s) and
associated Measurement Periods for each tranche.
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Measurement Date
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Measurement Period
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Tranche 1:
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Tranche 2:
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Tranche 3:
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"Total Shareholder Return" shall mean the
percentage change in the Fair Market Value of a share of Common
Stock (using total shareholder return of the Common Stock as
reported by Interactive Data Corporation) during the applicable
Measurement Period. "S&P Return" shall mean 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.
Any tranche which has not vested as of [ ]
shall be permanently forfeited. Upon vesting, all vested
shares shall cease to be considered Restricted Stock, subject to
the terms and conditions of the Plan and this Agreement, and the
Recipient shall be entitled to have the legend removed from his or
her Common Stock certificate(s). The period prior to the
vesting date with respect to a share of Restricted Stock is
referred to as the "Period of Restriction."
5.
Vesting upon Termination due to Retirement, Disability or
Death .
(a)
If, while the Restricted Stock is subject to a Period of
Restriction, the Recipient terminates employment with the Company
(or a Subsidiary of the Company if the Recipient is then in the
employ of such Subsidiary) by reason of disability (as determined
by the Company) or death, then the portion of the Restricted Stock
subject to a Period of Restriction shall become fully vested as of
the date of employment termination without regard to the Period of
Restriction set forth in Section 4 of this Agreement.
(b)
If, while the Restricted Stock is subject to a period of
Restriction, the Recipient terminates employment with the Company
(or a Subsidiary of the Company if the Recipient is then in the
employ of such Subsidiary) by reason of retirement, such Restricted
Stock shall vest only if (and at the time that) the specified
performance goals are achieved. A Recipient will be eligible
for "retirement" treatment for purposes of this Agreement if, at
the time of employment termination, he/she is age 55 or older,
he/she has completed five years of service with the Company or a
Subsidiary (provided that the Subsidiary has been directly or
indirectly owned by the Company for at least three years), and
he/she voluntarily elects to retire.
The term "Subsidiary" is defined in the Plan and
means a corporation with respect to which the Company directly or
indirectly owns 50% or more of the voting power.
6.
Forfeiture upon Termination due to Reason other than Retirement,
Disability or Death . If, prior to the end of the
applicable Measurement Period(s) for any unvested tranche, the
Recipient’s employment with the Company (or a Subsidiary of
the Company if the Recipient is then in the employ of such
Subsidiary) terminates for a reason other than the
Recipient’s retirement, disability or death, then the
Recipient shall forfeit any such unvested tranche on the date of
such employment termination.
7.
Vesting upon Change of Control . In the event of a
"Change of Control" of the Company as defined in this Section, the
Restricted Stock shall cease to be subject to the Period of
Restriction set forth in Section 4 of this Agreement. A
"Change of Control" shall be deemed to have occurred if:
(a)
Any "Person" (as defined below), excluding for this purpose
(i) the Company or any Subsidiary of the Company,
(ii) any employee benefit plan of the Company or any
Subsidiary of the Company, and (iii) any entity organized,
appointed or established for or pursuant to the terms of any such
plan that acquires beneficial ownership of common shares of the
Company, is or becomes the "Beneficial Owner" (as defined below) of
twenty percent (20%) or more of the common shares of the Company
then outstanding; provided, however, that no Change of Control
shall be deemed to have occurred as the result of an acquisition of
common shares of the Company by the Company which, by reducing the
number of shares outstanding, increases the proportionate
beneficial ownership interest of any Person to twenty percent (20%)
or more of the common shares of the Company then outstanding, but
any subsequent increase in the beneficial ownership interest of
such a Person in common shares of the
Company shall be deemed a Change of Control; and
provided further that if the Board of Directors of the Company
determines in good faith that a Person who has become the
Beneficial Owner of common shares of the Company representing
twenty percent (20%) or more of the common shares of the Company
then outstanding has inadvertently reached that level of ownership
interest, and if such Person divests as promptly as practicable a
sufficient number of shares of the Company so that th
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