Exhibit 10.1
SPX CORPORATION
2002 STOCK COMPENSATION PLAN
RESTRICTED STOCK AGREEMENT
AWARD
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Recipient:
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Award Date:
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Total Number of Shares: , divided into 3 tranches as follows:
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Tranche 1: shares
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Tranche 2: shares
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Tranche 3: shares
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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") on and as
of the Award Date. 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 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 The award automatically will be rescinded upon the action of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.
The following schedule sets forth the Measurement Date(s) and associated
Measurement Periods for each tranche.
Measurement Date Measurement Period
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TRANCHE 1:
through
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through
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through
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TRANCHE 2:
through
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through
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TRANCHE 3:
through
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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.
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, while the Restricted Stock is subject to a Period
of Restriction, 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 portion of the
Restricted Stock that is subject to a Period of Restriction 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 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 include
any successor (by merger or otherwise) of any such entity.
(ii) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(iii) A Person shall be deemed the "Beneficial Owner" of and
shall be deemed to "beneficially own" any securities:
(A) which such Person or any of such Person's
Affiliates or Associates beneficially owns, directly or
indirectly (determined as provided in Rule 13d-3 under the
Exchange Act);
(B) which such Person or any of such Person's
Affiliates or Associates has (1) the right to acquire
(whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement
or understanding (other than customary agreements with and
between underwriters and selling group members with respect
to a bona fide public offering of securities), or upon the
exercise of conversion rights, exchange rights, rights
(other than rights under the Company's Rights Agreement
dated June 25, 1996 with The Bank of New York, as amended),
warrants or options, or otherwise; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to
beneficially own, securities tendered pursuant to a tender
or exchange offer made by or on behalf of such Person or any
of such Person's Affiliates or Associates until such
tendered securities are accepted for purchase or exchange;
or (2) the right to vote pursuant to any agreement,
arrangement or understanding; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to
beneficially own, any security if the agreement, arrangement
or understanding to vote such security (a) arises solely
from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable rules
and regulations promulgated under the Exchange Act and (b)
is not also then reportable on Schedule 13D under the
Exchange Act (or any comparable or successor report); or
(C) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or
any of such Person's Affiliates or Associates has any
agreement, arrangement or understanding (other than
customary agreements with and between underwriters and
selling group members with respect to a bona fide public
offering of securities) for the purpose of acquiring,
holding, voting (except to the extent contemplated by the
proviso to subparagraph (a)(iii)(B)(2), above) or disposing
of any securities of the Company.
Notwithstanding anything in this "Beneficial Ownership"
definition to the contrary, the phrase "then outstanding," when
used with reference to a Person's beneficial ownership of
securities of the Company, shall mean the number of such
securities then issued and outstanding together with the number
of such securities not then actually issued and outstanding which
such Person would be deemed to own beneficially hereunder.
(b) During any period of two (2) consecutive years (not including
any period prior to the acceptance of this Agreement), individuals who
at the beginning of such two-year period constitute the Board of
Directors of the Company and any new director or directors (except for
any director designated by a person who has entered into an agreement
with the Company to effect a transaction described in paragraph (a),
above, or paragraph (c), below) whose election by the Board or
nomination for election by the Company's shareholders was approved by
a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease
for any reason to constitute at least a majority of the Board; or
(c) Approval by the shareholders of (or if such approval is not
required, the consummation of) (i) a plan of complete liquidation of
the Company, (ii) an agreement for the sale or disposition of the
Company or all or substantially all of the Company's assets, (iii) a
plan of merger or consolidation of the Company with any other
corporation, or (iv) a similar transaction or series of transactions
involving the Company (any transaction described in parts (i) through
(iv) of this paragraph (c) being referred to as a "Business
Combination"), in each case unless after such a Business Combination
the shareholders of the Company immediately prior to the Business
Combination continue to own at least eighty percent (80%) of the
voting securities of the new (or continued) entity immediately after
such Business Combination, in substantially the same proportion as
their ownership of the Company immediately prior to such Business
Combination.
Notwithstanding any provision of this Agreement to the contrary, a
"Change of Control" shall not include any transaction described in
paragraph (a) or (c), above, where, in connection with such transaction,
the Recipient and/or any party acting in concert with the Recipient
substantially increases his or its, as the case may be, ownership interest
in the Company or a successor to the Company (other than through conversion
of prior ownership interests in the Company and/or through equity awards
received entirely as compensation for past or future personal services).
8. Settlement Following Change of Control. Notwithstanding any
provision of this Agreement to the contrary, in connection with or after
the occurrence of a Change of Control as defined in Section 8 of this
Agreement, the Company may, in its sole discretion, fulfill its obligation
with respect to all or any portion of the Restricted Stock that ceases to
be subject to a Period of Restriction in conjunction with the Change of
Control by:
(a) delivery of (i) the number of shares of Common Stock that
have ceased to be subject to a Period of Restriction or (ii) such
other ownership interest as such shares of Common Stock may be
converted into by virtue of the Change of Control transaction;
(b) payment of cash in an amount equal to the fair market value
of the Common Stock at that time; or
(c) delivery of any combination of shares of Common Stock (or
other converted ownership interest) and cash having an aggregate fair
market value equal to the fair market value of the Common Stock at
that time.
9. Adjustment in Capitalization. In the event of any change in the
Common Stock of the Company through stock dividends or stock splits, a
corporate split-off or split-up, or recapitalization, merger,
consolidation, exchange of shares, or a similar event, the number of shares
of Restricted Stock subject to this Agreement may be equitably adjusted by
the Committee, in its sole discretion.
10. Delivery of Stock Certificates. Subject to the requirements of
Sections 12 and 13 below, as promptly as practicable after shares of
Restricted Stock cease to be subject to a Period of Restriction in
accordance with Section 4, 6, or 8 of this Agreement, the Company shall
cause to be issued and delivered to the Recipient, the Recipient's legal
representative, or a brokerage account for the benefit of the Recipient, as
the case may be, certificates for the vested shares of Common Stock.
11. Tax Withholding. Whenever a Period of Restriction applicable to
the Recipient's rights to some or all of the Restricted Stock lapses as
provided in Section 4, 6, or 8 of this Agreement, the Company or its agent
shall notify the Recipient of the related amount of tax that must be
withheld under applicable tax laws. Regardless of any action the Company,
any Subsidiary of the Company, or the Recipient's employer takes with
respect to any or all income tax, social security, payroll tax, payment on
account or other tax-related withholding ("Tax") that the Recipient is
required to bear pursuant to all applicable laws, the Recipient hereby
acknowledges and agrees that the ultimate liability for all Tax is and
remains the responsibility of the Recipient.
Prior to receipt of any shares that correspond to Restricted Stock
that vests in accordance with this Agreement, the Recipient shall pay or
make adequate arrangements satisfactory to the Company and/or any
Subsidiary of the Company to satisfy all withholding and payment on account
obligations of the Company and/or any Subsidiary of the Company. In this
regard, the Recipient authorizes the Company and/or any Subsidiary of the
Company to withhold all applicable Tax legally payable by the Recipient
from the Recipient's wages or other cash compensation paid to the Recipient
by the Company and/or any Subsidiary of the Company or from the proceeds of
the sale of shares. Alternatively, or in addition, the Company may sell or
arrange for the sale of Common Stock that the Recipient is due to acquire
to satisfy the withholding obligation for Tax and/or withhold any Common
Stock, provided that the Company sells or withholds only the amount of
Common Stock necessary to satisfy the minimum withholding amount. Finally,
the Recipient agrees to pay the Company or any Subsidiary of the Company
any amount of any Tax that the Company or any Subsidiary of the Company may
be required to withhold as a result of the Recipient's participation in the
Plan that cannot be satisfied by the means previously described. The
Company may refuse to deliver Common Stock if the Recipient fails to comply
with its obligations in connection with the tax as described in this
section.
The Company advises the Recipient to consult his or her lawyer or
accountant with respect to the tax consequences for the Recipient under the
Plan.
The Company and/or any Subsidiary of the Company: (a) make no
representations or undertakings regarding the tax treatment in connection
with the Plan; and (b) do not commit to structure the Plan to reduce or
eliminate the Recipient's liability for Tax.
12. Securities Laws. This award is a private offer that may be
accepted only by a Recipient who is an employee or director of the Company
or a Subsidiary of the Company and who satisfies the eligibility
requirements outlined in the Plan and the Committee's administrative
procedures. If a Registration Statement under the Securities Act of 1933,
as amended, is not in effect with respect to the shares of Common Stock to
be issued pursuant to this Agreement, the Recipient hereby represents that
he or she is acquiring the shares of Common Stock for investment and with
no present intention of selling or transferring them and that he or she
will not sell or otherwise transfer the shares except in compliance with
all applicable securities laws and requirements of any stock exchange on
which the shares of Common Stock may then be listed.
13. No Employment or Compensation Rights. Participation in the Plan is
permitted only on the basis that the Recipient accepts all of the terms and
conditions of the Plan and this Agreement, as well as the administrative
rules established by the Committee. This Agreement shall not confer upon
the Recipient any right to continuation of employment by the Company or its
Subsidiaries, nor shall this Agreement interfere in any way with the
Company's or its Subsidiaries' right to terminate Recipient's employment at
any time. Neither the Plan nor this Agreement forms any part of any
contract of employment between the Company or any Subsidiary and the
Recipient, and neither the Plan nor this Agreement confers on the Recipient
any legal or equitable rights (other than those related to the Restricted
Stock award) against the Company or any Subsidiary or directly or
indirectly gives rise to any cause of action in law or in equity against
the Company or any Subsidiary.
The Restricted Stock granted pursuant to this Agreement does not
constitute part of the Recipient's wages or remuneration or count as pay or
remuneration for pension or other purposes. If the Recipient terminates
employment with the Company or any Subsidiary, in no circumstances will the
Recipient be entitled to any compensation for any loss of any right or
benefit or any prospective right or benefit under the Plan or this
Agreement that he or she might otherwise have enjoyed had such employment
continued, whether such compensation is claimed by way of damages for
wrongful dismissal, breach of contract or otherwise.
14. Plan Terms and Committee Authority. This Agreement and the rights
of the Recipient hereunder are subject to all of the terms and conditions
of the Plan, as it may be amended from time to time, as well as to such
rules and regulations as the Committee (meaning the Compensation Committee
of the Board of Directors of the Company, as defined in the Plan) may adopt
for administration of the Plan. It is expressly understood that the
Committee is authorized to administer, construe and make all determinations
necessary or appropriate for the administration of the Plan and this
Agreement, all of which shall be binding upon Recipient. Any inconsistency
between this Agreement and the Plan shall be resolved in favor of the Plan.
The Recipient hereby acknowledges receipt of a copy of the Plan and this
Agreement.
15. Governing Law and Jurisdiction. This Agreement is governed by the
substantive and procedural laws of the state of Michigan. The Recipient and
the Company agree to submit to the exclusive jurisdiction of, and venue in,
the courts in Michigan in any dispute relating to this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the Award Date.
[signature page follows]
SPX CORPORATION
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Attest:
RECIPIENT
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