Exhibit 10.52
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 the Award Date 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award automatically will be rescinded upon the action of the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 the Award Date.
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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“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 March 14, 2010 shall be permanently
forfeited. Upon vesting, all vested shares shall cease to be
considered Restricted Stock, subject to the terms and
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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 . 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, 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. 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 the Person no
longer has
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a beneficial ownership
interest in twenty percent (20%) or more of the common shares of
the Company then outstanding, then no Change of Control shall be
deemed to have occurred. For purposes of this paragraph (a),
the following terms shall have the meanings set forth
below:
(i)
“Person” shall mean any individual, firm, limited
liability company, corporation or other entity, and shall inc
