Common use of Miscellaneous Award Terms Clause in Contracts

Miscellaneous Award Terms. (i) After the Spin-off Date, Adjusted Parent Awards, regardless of by whom held, will be obligations retained by and settled by Parent (from the Parent Equity Plan), and SpinCo Awards, regardless of by whom held, will be obligations assumed by and settled by SpinCo (from the SpinCo Equity Plan), in each case, without reimbursement by the other Party. Except as otherwise provided in this Agreement, with respect to grants described in this Section 6.01, no SpinCo Employee will be treated as having incurred a termination of employment with respect to any Parent Award solely by reason of the transfer of employment to SpinCo. In addition, none of the Separation, the Distribution, or any employment transfer described in Section 2.04 will constitute a termination of employment for any Employee for purposes of any Adjusted Parent Award or any SpinCo Award. Following the Spin-off Date, for any award adjusted under this Section 6.01, any reference to a “change in control,” “change of control” or similar definition in an award agreement, Employment Agreement or Parent Equity Plan applicable to such award (1) with respect to Adjusted Parent Awards, will be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, Employment Agreement or Parent Equity Plan, and (2) with respect to SpinCo Awards, will be deemed to refer to a “Change in Control” as defined in the SpinCo Equity Plan unless otherwise provided in an Employment Agreement between the holder and SpinCo or a subsidiary thereof; provided, however, to the extent that any such award constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, and payable upon a “change in control event” for purposes of Code Section 409A, then such award shall be settled in accordance with its original terms. (ii) If, after the Spin-off Date, (A) the Parties determine it to be in their mutual best interest that an individual’s employment is transferred to the SpinCo Group or to the CES Group in accordance with Section 2.04 or (B) either Party identifies an administrative error in the individuals identified as holding Adjusted Parent Awards or SpinCo Awards, the amount of awards held by such individuals, the vesting level of such awards, or any other similar error, then the Parties will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Parent or SpinCo, as applicable, in the position in which they would have been had such transfer or error not occurred.

Miscellaneous Award Terms. (i) After the Spin-off Date, Adjusted Parent With respect to determining eligibility for “Retirement” (or such other similar term) under Flowco Awards, regardless of by whom heldif applicable, will employment with or service to the Infrastructurco Group prior to the Distribution Date for the corresponding SPX Award shall be obligations retained by treated as employment with and settled by Parent (from the Parent Equity Plan), and SpinCo Awards, regardless of by whom held, will be obligations assumed by and settled by SpinCo (from the SpinCo Equity Plan), in each case, without reimbursement by the other Party. Except as otherwise provided in this Agreement, service to Flowco with respect to grants described in this Section 6.01, no SpinCo Employee will be treated as having incurred a termination of employment such determination under Flowco Awards held by Flowco Employees. To the extent that any determination with respect to any Parent Award solely the achievement of certain performance goals or retirement must be made with respect to Flowco Awards, such determination shall be made by reason the compensation committee of the transfer board of employment to SpinCo. In additiondirectors of Flowco (the “Flowco Compensation Committee”). (ii) For the avoidance of doubt, none of neither the Separation, Separation nor the Distribution, or any employment transfer described in Section 2.04 will Distribution shall constitute a termination of employment for any Employee employee for purposes of any Adjusted Parent Infrastructurco Award or any SpinCo Flowco Award. Following the Spin-off Date, for . (iii) For any award adjusted Flowco Award granted under this Section 6.014.03, and without limiting Sections 9.11 and 9.12, any reference to a “change in control,” “change of control” or similar definition in an award agreement, Employment Agreement or Parent Equity Plan applicable to such award (1) with respect to Adjusted Parent Awards, will be deemed to agreement shall refer to a “change in control,Change of Control” “change of control” or similar definition as set forth in the Flowco Equity Plan (as may be adjusted by the applicable award agreement). (iv) With respect to the Adjusted Infrastructurco RSU issued in accordance with Section 4.03(a)(i), or a Flowco Spin RSU issued in accordance with Section 4.03(a)(ii), which in either case vests solely or partially based on the achievement of specified performance goals, and subject to the applicable award agreement, Employment Agreement the number of RSUs that vest under such awards shall be the greater of (i) the number as certified by the SPX Compensation Committee or Parent Equity PlanFlowco Compensation Committee, and as applicable, in accordance with the applicable performance vesting terms of the award, or (2ii) with respect to SpinCo Awards, will be deemed to refer to a “Change in Control” as defined in 50% of the SpinCo Equity Plan unless otherwise provided in an Employment Agreement between the holder and SpinCo or a subsidiary thereofnumber that would have vested assuming performance under such award was at target level; provided, however, this paragraph (iv) shall not apply to the extent that any such award constitutes “nonqualified deferred compensation” for purposes Adjusted Infrastructurco RSU held by a Former Employee whose termination of Code Section 409Aemployment from SPX (and its Affiliates) occurred before August 20, and payable upon a “change in control event” for purposes of Code Section 409A, then such award shall be settled in accordance with its original terms2015. (iiv) If, after the Spin-off Date, (A) the Parties determine it With respect to be in their mutual best interest that an individual’s employment is transferred to the SpinCo Group or to the CES Group any Flowco Spin RSA issued in accordance with Section 2.04 or (B) either Party identifies 4.03(b)(ii), where the corresponding SPX RSA was an administrative error SPX Internal Performance-Based RSA granted in the individuals identified as holding Adjusted Parent Awards or SpinCo Awards2014, the amount performance periods with respect to such Flowco Spin RSAs shall be (i) the fourth quarter of awards held the 2015 fiscal year, and (ii) January 1, 2016 to December 31, 2016, and new performance goals that are attributable to Flowco with respect to such periods shall be set by such individuals, the vesting level of such awards, SPX Compensation Committee or any other similar error, then the Parties will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Parent or SpinCoFlowco Compensation Committee, as applicable. With respect to any Flowco Spin RSA issued in accordance with Section 4.03(b)(ii), where the corresponding SPX RSA was an SPX Internal Performance-Based RSA granted in 2013, the position performance period with respect to such Flowco Spin RSAs shall be the fourth quarter of the 2015 fiscal year, and new performance goals that are attributable to Flowco with respect to such period shall be set by the SPX Compensation Committee or Flowco Compensation Committee, as applicable. (vi) Nothing in which they would have been had such transfer or error not occurredthis Agreement shall be construed to limit the SPX Compensation Committee from equitably adjusting SPX Equity Awards pursuant to its powers under the SPX Equity Plan and applicable award agreements.

Miscellaneous Award Terms. (i) After the Spin-off Date, Adjusted Parent With respect to determining eligibility for “Retirement” (or such other similar term) under Flowco Awards, regardless of by whom heldif applicable, will employment with or service to the Infrastructurco Group prior to the Distribution Date for the corresponding SPX Award shall be obligations retained by treated as employment with and settled by Parent (from the Parent Equity Plan), and SpinCo Awards, regardless of by whom held, will be obligations assumed by and settled by SpinCo (from the SpinCo Equity Plan), in each case, without reimbursement by the other Party. Except as otherwise provided in this Agreement, service to Flowco with respect to grants described in this Section 6.01, no SpinCo Employee will be treated as having incurred a termination of employment such determination under Flowco Awards held by Flowco Employees. To the extent that any determination with respect to any Parent Award solely the achievement of certain performance goals or retirement must be made with respect to Flowco Awards, such determination shall be made by reason the compensation committee of the transfer board of employment to SpinCo. In additiondirectors of Flowco (the “Flowco Compensation Committee”). (ii) For the avoidance of doubt, none of neither the Separation, Separation nor the Distribution, or any employment transfer described in Section 2.04 will Distribution shall constitute a termination of employment for any Employee employee for purposes of any Adjusted Parent Infrastructurco Award or any SpinCo Flowco Award. Following the Spin-off Date, for . (iii) For any award adjusted Flowco Award granted under this Section 6.014.03, and without limiting Sections 9.11 and 9.12, any reference to a “change in control,” “change of control” or similar definition in an award agreement, Employment Agreement or Parent Equity Plan applicable to such award (1) with respect to Adjusted Parent Awards, will be deemed to agreement shall refer to a “change in control,Change of Control” “change of control” or similar definition as set forth in the Flowco Equity Plan (as may be adjusted by the applicable award agreement). (iv) With respect to the Adjusted Infrastructurco RSU issued in accordance with Section 4.03(a)(i), or a Flowco Spin RSU issued in accordance with Section 4.03(a)(ii), which in either case vests solely or partially based on the achievement of specified performance goals, and subject to the applicable award agreement, Employment Agreement the number of RSUs that vest under such awards shall be the greater of (i) the number as certified by the SPX Compensation Committee or Parent Equity PlanFlowco Compensation Committee, and as applicable, in accordance with the applicable performance vesting terms of the award, or (2ii) with respect to SpinCo Awards, will be deemed to refer to a “Change in Control” as defined in 50% of the SpinCo Equity Plan unless otherwise provided in an Employment Agreement between the holder and SpinCo or a subsidiary thereofnumber that would have vested assuming performance under such award was at target level; provided, however, this paragraph (iv) shall not apply to the extent that any such award constitutes “nonqualified deferred compensation” for purposes Adjusted Infrastructurco RSU held by a Former Employee whose termination of Code Section 409A, employment from SPX (and payable upon a “change in control event” for purposes of Code Section 409A, then such award shall be settled in accordance with its original termsAffiliates) occurred before [·]. (iiv) If, after the Spin-off Date, (A) the Parties determine it With respect to be in their mutual best interest that an individual’s employment is transferred to the SpinCo Group or to the CES Group any Flowco Spin RSA issued in accordance with Section 2.04 or (B) either Party identifies 4.03(b)(ii), where the corresponding SPX RSA was an administrative error SPX Internal Performance-Based RSA granted in the individuals identified as holding Adjusted Parent Awards or SpinCo Awards2014, the amount performance periods with respect to such Flowco Spin RSAs shall be (i) the fourth quarter of awards held the 2015 fiscal year, and (ii) January 1, 2016 to December 31, 2016, and new performance goals that are attributable to Flowco with respect to such periods shall be set by such individuals, the vesting level of such awards, SPX Compensation Committee or any other similar error, then the Parties will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Parent or SpinCoFlowco Compensation Committee, as applicable. With respect to any Flowco Spin RSA issued in accordance with Section 4.03(b)(ii), where the corresponding SPX RSA was an SPX Internal Performance-Based RSA granted in 2013, the position performance period with respect to such Flowco Spin RSAs shall be the fourth quarter of the 2015 fiscal year, and new performance goals that are attributable to Flowco with respect to such period shall be set by the SPX Compensation Committee or Flowco Compensation Committee, as applicable. (vi) Nothing in which they would have been had such transfer or error not occurredthis Agreement shall be construed to limit the SPX Compensation Committee from equitably adjusting SPX Equity Awards pursuant to its powers under the SPX Equity Plan and applicable award agreements.