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EXHIBIT 10.10
EMPLOYEE MATTERS AGREEMENT
This EMPLOYEE MATTERS AGREEMENT is made as of September 18,
2000 (the "Employee Matters Agreement"), by and between SPX Corporation ("SPX")
and Inrange Technologies Corporation ("Inrange") (each of SPX and Inrange, a
"Party," and, collectively, the "Parties").
RECITALS
WHEREAS, Inrange is issuing shares of its Class B common stock, par
value $0.01 per share, to the public in an Initial Public Offering; and
WHEREAS, by entering into this Employee Matters Agreement, the Parties
intend to set forth obligations and responsibilities of each of them relating to
the compensation and employee benefits of the Inrange Employees after the
closing of the Initial Public Offering;
NOW, THEREFORE, in consideration of the covenants and agreements set
forth below, the Parties agree as follows:
1. DEFINITIONS. As used in this Employee Matters Agreement, the following terms
will have the following meanings, applicable both to the singular and the plural
forms of the terms described:
(a) "Initial Public Offering" shall mean the initial public offering by
the Company of shares of its Class B common stock, par value $.01 per share, as
contemplated by a registration statement on Form S-1, as supplemented and
amended from time to time.
(b) "SPX Benefit Arrangements" shall mean any and all pension,
supplemental pension, accidental death and dismemberment, life and health
insurance and benefits (including medical, dental, vision, life insurance,
hospitalization, prescription drug, behavioral health and short- and long-term
disability), savings, salary, bonus, deferred compensation, incentive
compensation, holiday, vacation, severance pay, salary continuation, tuition
reimbursement, service award, company car, scholarship, relocation, patent
award, fringe benefit and other plans, programs, policies, agreements and
arrangements, in each case (i) sponsored and maintained by SPX or one of its
subsidiaries (other than Inrange and its subsidiaries) and (ii) providing or
having any liability to provide compensation or benefits of any kind to the
Inrange Employees (including, but not limited to, any "employee benefit plan"
(as defined in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended)).
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(c) "Inrange Employees" shall mean all persons who are current and
former employees of Inrange.
2. CONTINUATION OF INRANGE EMPLOYEES IN INRANGE BENEFIT ARRANGEMENTS
(a) Except as provided in Sections 2(b) and 2(c) hereof, after the
closing of the Initial Public Offering, the Inrange Employees shall continue to
participate in the SPX Benefit Arrangements in which they participated as of the
closing of the Initial Public Offering; provided, however, that SPX may amend,
modify or terminate such SPX Benefit Arrangement with respect to the
participation of some or all of the Inrange Employees therein so long as such
action (x) applies to all similarly situated employees of SPX who participate
therein and (y) is permitted under the terms of such SPX Benefit Arrangement.
(b) SPX shall cause the Inrange Employees to cease to participate in
SPX's employee stock purchase plan and EVA incentive compensation plan not later
than the closing of the Initial Public Offering.
(c) The Parties acknowledge and agree that, unless SPX shall determine
otherwise, the Inrange Employees will not receive equity awards under any SPX
equity incentive plan after the closing of the Initial Public Offering.
(d) The Parties acknowledge and agree that (i) Inrange shall bear all
liabilities in respect of the SPX Benefit Arrangements, and (ii) SPX shall have
no obligations in respect of the SPX Benefit Arrangements other than (x) the
obligations set forth in this Employee Matters Agreement and (y) the
administrative services to be provided by SPX in respect thereof under the
Management Services Agreement between the Parties.
(e) Nothing in this Employee Matters Agreement shall prohibit Inrange
from establishing such other compensation or employee benefit plans, programs,
policies, agreements and arrangements as it deems necessary and appropriate to
provide compensation and employee benefits to the Inrange Employees; provided,
that, if Inrange does so establish any such other compensation or employee
benefit plan, program, policy, agreement or arrangement which replaces an SPX
Benefit Arrangement (in whole or in part), SPX shall have the right, in its sole
discretion, upon 60 days' notice to Inrange, to reduce such SPX Benefit
Arrangement to the extent of such replacement.
3. COOPERATION.
(a) Each of the Parties shall reasonably cooperate with each other in
carrying out the terms of this Employee Matters Agreement with the purpose of
effectuating the
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intent hereof, and each Party shall take such actions as may be reasonably
requested by the other Party relating hereto.
(b) Each of the Parties shall provide to the other Party, upon such
other Party's reasonable request, information in such Party's possession which
relates to the SPX Benefit Arrangements, including, without limitation, annual
reports on Form 5500, actuarial valuations and materials relating to
nondiscrimination and coverage.
4. EFFECTIVENESS. This Employee Matters Agreement shall become
effective upon the closing of the Initial Public Offering.
5. INCORPORATION BY REFERENCE. Article VI of the Management Services
Agreement is incorporated by reference into this Employee Matters Agreement.
6. TERMINATION. The matters contemplated by this Employee Matters
Agreement, for purposes of the termination thereof, shall be deemed "Services"
for purposes of the application of Section 5.01 of the Management Services
Agreement between the Parties and may be terminated as set forth therein.
IN WITNESS WHEREOF, the Parties hereto have executed this Employee
Matters Agreement, effective upon the closing of the Initial Public Offering.
INRANGE TECHNOLOGIES
SPX CORPORATION CORPORATION
/s/ Xxxxxxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxx
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By: Xxxxxxxxxxx X. Xxxxxxx By: Xxxxxxx X. Xxxx
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Title: Vice President and Title: Vice President and
General Counsel General Counsel
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