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EXHIBIT 10(xiii)
[SPX CORPORATION LOGO]
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STOCK OPTION AWARD
THIS AGREEMENT is made on and as of February 26, 1997, by and
between SPX CORPORATION, a Delaware Corporation ("SPX" or the
"Company") and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("Executive").
1. Grant of Options. In recognition of his performance as Chairman, President,
and Chief Executive Officer and pursuant to the terms of his Employment
Agreement made and entered into as of January 1, 1997, and executed on
February 25, 1997, (the "Employment Agreement"), SPX hereby grants to
Executive Options to purchase 1,000,000 Shares of the Company's Common
Stock, par value $10.00 ("Common Stock") at Option Prices set forth below
and in the manner and subject to the terms and conditions hereinafter
provided:
Number of Shares Option Price Per Share
---------------- ----------------------
250,000 $45.75
250,000 $60.00
250,000 $75.00
250,000 $90.00
These Options are granted to Executive by the Board of Directors of the Company
pursuant to the terms of the Employment Agreement and are in addition
to the stock options granted to Executive under the Company's 1992
Stock Compensation Plan. The Options granted under this Agreement are
outside of and not granted pursuant to said Plan. To the extent that
shares of Common Stock are held by the Company as treasury shares at
the time that the Options (or any portion thereof) are exercised, the
Company will use treasury shares as the source of the Common Stock
issued to the Executive in connection with such exercise. The Board of
Directors has delegated to its Compensation Committee (the "Committee")
the authority to make such determinations and interpretations of this
Agreement as it deems necessary and appropriate to carry out its intent
and terms.
2. Time of Exercise of Options/Vesting. The Options granted hereunder may
be exercised in whole or in part at any time and from time to time on
or after the Vesting Date and prior to or on the Expiration Date. The
Vesting Date is the earliest of: (i) January 1, 2002, (ii) the date on
which a "Change of Control" of the Company occurs as defined in the
Employment Agreement, or (iii) the Date of Termination as defined in
the Employment Agreement in the event the Executive's employment with
the Company is terminated by reason of his death or disability or by
the Company other than for "Cause" or by the resignation of the
Executive for "Good Reason" as those terms are defined in the
Employment Agreement. The Expiration Date is the earlier of: (i)
December 31, 2006, or (ii) the date which is two years after the Date
of Termination as defined in the Employment Agreement. The Options
granted hereunder are forfeited in the event the
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Executive's employment is terminated by reason of his Discharge For
Cause or resignation without Good Reason prior to the Vesting Date.
3. Manner of Exercise. The Options may be exercised by written notice
which shall:
a. State the election to exercise the Options and the number of
shares and Option Price in respect of which they are being
exercised;
b. Be signed by Executive or such other person or persons
entitled to exercise the Options;
c. Be in writing and delivered to SPX's Secretary;
d. Be accompanied by payment in full of the Option Price for the
shares to be purchased. Payment may be made by: (i) check,
bank draft, money order or other cash payment, or (ii)
delivery (or deemed delivery by attestation) of previously
acquired shares of Common Stock with a fair market value as of
the exercise date equal to the aggregate Option Price for the
shares to be purchased (or a combination of (i) and (ii)). The
fair market value of the Common Stock for this purpose shall
be the closing price of a share of Common Stock as reported in
the "NYSE-Composite Transactions" section of the Midwest
Edition of The Wall Street Journal for the exercise date or,
if no prices are quoted for such date, on the next preceding
date on which such prices of Common Stock are so quoted;
e. Be accompanied by payment of any Federal, state or local taxes
required by law to be withheld by the Company with respect to
the exercise of the Options unless other satisfactory
arrangements are made between the Company and the Executive to
satisfy such withholding obligations; and
f. Unless a Registration Statement under the Securities Act of
1933 is in effect with respect to the shares of Common Stock
to be issued, contain a representation by the Executive or
other person or persons entitled to exercise the Options that
the shares of Common Stock are being acquired for investment
and with no present intention of selling or transferring them
and that the person acquiring them will not sell or otherwise
transfer the shares except in compliance with all applicable
securities laws and requirements of any stock exchange upon
which the shares may then be listed.
If the Options shall have been exercised in full, this Agreement shall be
canceled and retained by the Company, otherwise it shall be
appropriately endorsed to reflect partial exercise and returned to the
Executive or other person entitled to exercise the Options.
4. Rights Prior to Exercise of Option. The Options may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. The
Options shall be exercisable during the Executive's lifetime only by
him. If without having fully exercised the Options granted hereunder,
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the Executive dies, the Options granted hereunder shall be exercisable
by the person or persons who shall have acquired the Executive's rights
hereunder by will or the laws of descent and distribution and may be
exercised for a period ending on the Expiration Date as set forth in
Paragraph 2 above. Executive shall not have any rights as a stockholder
with respect to the shares of Common Stock optioned hereunder until
exercise of the Options and delivery of the shares as herein provided.
5. Adjustment in Event of Changes Affecting Common Stock. In the event of
any change in the outstanding shares of Common Stock that occurs by
reason of a stock dividend or split, recapitalization, merger,
consolidation, combination, exchange of shares, or other similar
corporate change, the aggregate number of shares of Common Stock
subject to the Options, and the Option Prices, shall be appropriately
adjusted by the Committee, whose reasonable determination shall be
conclusive, provided, however, that fractional shares shall be rounded
to the nearest whole share.
6. No Contract of Employment. Nothing contained in this Agreement shall be
construed as a contract of employment between SPX and Executive, or as
creating a right of Executive to be continued in the employment of SPX,
or as a limitation of SPX's right to discharge Executive with or
without cause, such rights being governed exclusively by the Employment
Agreement.
7. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective executors,
administrators, legal representatives, successors and assigns. This
Agreement may be amended only by further written agreement of the
Company and Executive.
8. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Michigan.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
SPX CORPORATION EXECUTIVE
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President, Secretary and
General Counsel
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