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EXHIBIT 10(i)
[SPX CORPORATION LOGO]
XXXXXX X. XXXXXXX
STOCK OPTION AWARD
THIS AGREEMENT is made on and as of August 22, 2000, by and between SPX
CORPORATION, a Delaware Corporation ("SPX" or the "Company") and XXXXXX X.
XXXXXXX ("Executive").
1. Grant of Options. In recognition of the Executive's performance as Vice
President of the Corporation, and as an inducement to his continuing in
the employ of the Company, SPX hereby grants to Executive Options to
purchase 250,000 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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62,500 $210.00
62,500 $240.00
62,500 $270.00
62,500 $300.00
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
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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. These Options are 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 all or any portion of the Options
(including exercise of any Nonqualified Replacement 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 new
Nonqualified Replacement Option shall be the number of shares
of Common Stock surrendered or withheld.
b. The Option Price of the new Nonqualified Replacement Option
shall be the fair market value of a share of Common Stock on
the date the new Nonqualified Replacement Option is granted.
c. The new Nonqualified Replacement Option shall be fully vested
immediately upon grant and shall expire on the Expiration Date
set forth in paragraph 3.
However, any other provision of this Agreement notwithstanding, a
Nonqualified Replacement Option will not be granted upon the exercise
of an Option, including a
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Nonqualified Replacement Option, unless the fair market value of a
share of Common Stock on the date of such exercise is at least 25%
higher than the Option Price of the Option or Nonqualified Replacement
Option being exercised, as applicable. "Mature Common Stock" 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 5.d., below. For purposes of
the following provisions of this Agreement, the term Options shall also
refer to Nonqualified Replacement Options granted under this paragraph
2.
3. Time of Exercise of Options/Vesting.
a. 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.
b. The Vesting Date is the earliest of: (i) August 22, 2005, (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 15, 1999, or (iii) the
date on which the Executive's employment with the Company is
terminated by reason of his death or disability. If, prior to
the Vesting Date, the Executive's employment with the Company
terminates for any reason other than the Executive's death or
disability, this Agreement and all of the Options shall
terminate immediately upon such termination of employment.
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c. The Expiration Date is the earliest of (i) August 21, 2010,
(ii) the date which is twelve (12) months after the date on
which the Executive's employment with the Company is
terminated by reason of his death, or (iii) the date which is
ninety (90) days after the date on which the Executive's
employment with the Company terminates for any reason other
than his death; provided, however, that if the Executive dies
during that ninety (90)-day period, then the Expiration Date
shall be the date which is nine (9) months after the
Executive's death.
4. Non-Competition. If the Executive, without the prior written consent of
the Company, directly or indirectly owns, manages, operates, controls,
becomes employed by or otherwise participates in the management,
operation or control of any business which is competitive with the
business of the Company or any of its subsidiaries, all of the
Executive's rights hereunder as to any unexercised portion of the
Options shall be forfeited.
5. 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(s) 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 to the attention of its
Secretary;
d. Be accompanied by payment in full of the Option Price for the
shares to be purchased and the Executive's copy of this
Agreement. Payment may be made
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by: (i) certified or cashier's check, money order or other
cash payment, or (ii) delivery (or deemed delivery by
attestation) of Mature 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 in cash 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, which
arrangements may include the withholding of shares of Common
Stock with a fair market value equal to the minimum statutory
payroll and withholding taxes imposed as a result of such
exercise; and
f. Contain representations 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; provided, however, that no such
representations shall be required if a registration statement
under the
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Securities Act of 1933 is in effect with respect to the shares
of Common Stock to be issued.
As promptly as practicable after receipt of such notice and payment,
the Company shall cause to be issued and delivered to the Executive or
such other person or persons entitled to exercise the Options, as the
case may be, certificates for the shares of Common Stock so purchased,
which certificates may, if appropriate, be endorsed with restrictive
legends to reflect any applicable restrictions on the transferability
of such shares. 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.
6. Restrictions on Transfer of Options. Except as otherwise provided
below, 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; and the Options shall be exercisable
during the Executive's lifetime only by him. However, the Options may
be transferred to members of the Executive's immediate family or to one
or more trusts for the benefit of the Executive and/or his immediate
family members or to partnerships in which the Executive and/or his
immediate family members are the only partners; provided that the
Executive does not receive any consideration for such transfer and the
Executive provides to the Company such documentation and/or information
concerning any such transfer or transferee as the Committee may
reasonably require. Any Options held by transferees permitted under
this paragraph 6 shall remain subject to the same terms and conditions
that applied immediately prior to such transfer. If without having
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fully exercised the Options granted hereunder, the Executive dies, the
Options remaining outstanding hereunder pursuant to paragraph 3, above,
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 3, above.
7. Rights Prior to Exercise of Option. Executive shall not have any rights
as a stockholder with respect to the shares of Common Stock subject to
this Agreement until exercise of the Options and delivery of the shares
as herein provided.
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 the Executive's
employment and, in
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particular, it shall neither confer upon the Executive any additional
rights or privileges relative to his existing terms and conditions of
employment nor entitle the 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. Construction of Pronouns. Pronouns in the masculine used in this
Agreement shall be construed as either masculine or feminine, as
appropriate in the particular context.
12. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Michigan, as applicable to a
contract entered into and performed entirely within 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
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
Chairman, President and
Chief Executive Officer
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