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EXHIBIT 10(vi)
[SPX CORPORATION LOGO]
XXXXXXXXXXX X. XXXXXXX
STOCK OPTION AWARD
THIS AGREEMENT is made on and as of August 26, 1998, by and
between SPX CORPORATION, a Delaware Corporation ("SPX" or the
"Company") and XXXXXXXXXXX X. XXXXXXX ("Executive").
1. Grant of Options. In recognition of his performance as Vice President,
Secretary and General Counsel of the Corporation, and as an inducement
to his continuing in the employ of the Company, SPX hereby grants to
Executive Options to purchase 100,000 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
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34,000 $60.00
33,000 $75.00
33,000 $90.00
These Options are granted to Executive by the Board of Directors of the
Company 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. Nonqualified Replacement Options. This Option is granted with the right
to receive "Nonqualified Replacement Options" in accordance with the
terms of this Agreement. A Nonqualified Replacement Option shall be
granted upon the exercise of the Option (including any Options granted
under this paragraph 2) if either (i) previously-owned shares of Mature
Common Stock (defined below) are surrendered (whether by delivery or
attestation) in payment of the Option Price or tax withholding, or (ii)
shares of Common Stock otherwise issuable upon such exercise are
withheld to satisfy minimum tax withholding, subject to the following:
a. The number of shares of Common Stock subject to the
Nonqualified Replacement Option shall be the number of shares
of Common Stock surrendered or withheld.
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b. The Option Price of the Nonqualified Replacement Option shall
be the fair market value of a share of Common Stock on the
date the Nonqualified Replacement Option is granted.
c. The Nonqualified Replacement Option shall be fully vested and
shall expire on the Expiration Date set forth in paragraph 3.
Upon exercise, a Nonqualified Replacement Option shall also be eligible
to receive a Nonqualified Replacement Option. A Nonqualified
Replacement Option will not be granted upon the exercise of an Option,
including a Nonqualified Replacement Option, unless the fair market
value of a share of Common Stock on the date of exercise is at least
25% higher than the Option Price of such Option or Nonqualified
Replacement Option, as applicable. "Mature Shares" means, for purposes
of this Agreement, Common Stock that has been acquired by the Executive
on the open market or that has been acquired pursuant to an employee
benefit arrangement of the Company and held for at least six months.
For purposes of this paragraph 2, fair market value shall be determined
in accordance with paragraph 4d. For purposes of the following
provisions of this Agreement, the term Option shall also refer to
Nonqualified Replacement Options.
3. 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) August 26, 2003, (ii) the date on
which a "change-of-control" of the Company occurs as defined in the
Executive's "Change-of-Control Executive Severance Agreement" dated
February 26, 1997 or (iii) the date on which Executive's employment
with the Company terminates by reason of his disability or death. The
Expiration Date is August 25, 2008, except as otherwise provided
herein.
4. 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
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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.
5. Termination of Employment for Disability or Death. If without having
fully exercised the Options granted hereunder, the Executive's
employment with the Company is terminated by reason of disability, then
the Vesting Date shall be the date of his termination and the
Expiration Date shall be the date 90 days after termination. If without
having fully exercised the Options granted hereunder, the Executive's
employment with the Company is terminated by reason of death, the
Options granted hereunder shall be fully vested and 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 the Expiration Date shall be the earlier of: (i) the
date which is twelve months following the date of the Executive's
death, or (ii) August 25, 2008.
6. Other Termination of Employment. If the Executive's employment with the
Company is terminated for reasons other than death or disability and
prior to the Vesting Date, this Agreement and the Executive's Options
shall terminate. If the Executive's employment with the Company is
terminated for reasons other than death or disability and subsequent to
the Vesting Date, then the Expiration Date shall be the earlier of: (i)
the date which is 90 days following the date of termination of his
employment, or (ii) August 25, 2008.
7. 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. 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.
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8. Adjustment in the 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.
9. 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. Except as expressly provided herein, this Agreement
shall not be construed as a term or condition of his employment and, in
particular, it shall neither confer upon Executive any additional
rights or privileges relative to his existing terms and conditions of
employment nor shall it entitle Executive to additional compensation or
damages upon any termination of employment.
10. 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.
11. 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/ Xxxx X. Xxxxxxxx /s/ Xxxxxxxxxxx X. Xxxxxxx
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Xxxx X. Xxxxxxxx Xxxxxxxxxxx X. Xxxxxxx
Title: Chairman, President & CEO
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