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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/02/09 SPX Corp 10-K 12/31/08 26:7.4M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.30M 2: EX-10.29 Material Contract HTML 161K 3: EX-10.30 Material Contract HTML 90K 4: EX-10.31 Material Contract HTML 68K 5: EX-10.32 Material Contract HTML 73K 6: EX-10.33 Material Contract HTML 76K 7: EX-10.34 Material Contract HTML 75K 8: EX-10.35 Material Contract HTML 73K 9: EX-10.36 Material Contract HTML 69K 10: EX-10.37 Material Contract HTML 74K 11: EX-10.38 Material Contract HTML 79K 12: EX-10.39 Material Contract HTML 93K 13: EX-10.40 Material Contract HTML 95K 14: EX-10.41 Material Contract HTML 95K 15: EX-10.42 Material Contract HTML 95K 16: EX-10.43 Material Contract HTML 94K 17: EX-10.44 Material Contract HTML 92K 18: EX-10.45 Material Contract HTML 92K 19: EX-10.46 Material Contract HTML 2.27M 20: EX-21.1 Subsidiaries of the Registrant HTML 70K 21: EX-23.1 Consent of Experts or Counsel HTML 14K 22: EX-23.2 Consent of Experts or Counsel HTML 14K 23: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 17K 24: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 17K 25: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 13K 26: EX-99.1 Miscellaneous Exhibit HTML 15K
EXHIBIT 10.31
SPX CORPORATION
2005 NON-EMPLOYEE DIRECTORS’
COMPENSATION PLAN
SECTION 1. |
ESTABLISHMENT OF PLAN |
1 |
1.1 |
Establishment |
1 |
1.2 |
Purpose |
1 |
1.3 |
Restatement Effective Date |
1 |
|
|
|
SECTION 2. |
DEFINITIONS |
2 |
|
|
|
SECTION 3. |
ELIGIBILITY |
5 |
|
|
|
SECTION 4. |
PERFORMANCE SHARES |
6 |
4.1 |
Grant & Vesting Schedule |
6 |
4.2 |
Forfeiture |
8 |
4.3 |
Payout |
8 |
4.4 |
Adjustment in Capitalization |
8 |
4.5 |
Dividends |
9 |
4.6 |
Conversion of EVA Bank Balances |
9 |
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|
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SECTION 5. |
AMENDMENT AND TERMINATION |
10 |
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|
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SECTION 6. |
MISCELLANEOUS |
11 |
6.1 |
Administration |
11 |
6.2 |
Delegation |
11 |
6.3 |
Rights of Directors |
11 |
6.4 |
Funding Not Required |
11 |
6.5 |
Non-Alienation |
12 |
6.6 |
Tax Withholding |
12 |
6.7 |
Indemnification |
12 |
6.8 |
Requirements of Law |
12 |
6.9 |
Governing Law |
12 |
6.10 |
Construction |
13 |
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1.1 Establishment. SPX Corporation, a Delaware corporation, established the “SPX CORPORATION 2005 NON-EMPLOYEE DIRECTORS’ COMPENSATION PLAN” (the “Plan”) effective as of February 28, 2005.
1.2 Purpose. In conjunction with the SPX Corporation 1997 Non-Employee Directors’ Compensation Plan, the purpose of the Plan is to advance the interests of the Company and its shareholders by providing a compensation program for Non-Employee Directors. Such program utilizes, in part, Performance Shares where the vesting of such Performance Shares depends on certain performance thresholds, thereby presenting a strong incentive to enhance shareholder value. By thus compensating Non-Employee Directors, the Company seeks to attract, retain, compensate and motivate those highly competent individuals whose judgment, initiative, leadership, and efforts are important to the continued success of the Company.
1.3 Restatement Effective Date. The Plan is hereby amended and restated effective as of December 17, 2008.
As used herein, the following terms shall have the meanings hereinafter set forth:
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3
4
Each Non-Employee Director as of the Establishment Date and each person who becomes a Non-Employee Director after the Establishment Date shall be eligible to participate in the Plan. Upon the date on which any such person ceases to be a Non-Employee Director, such person shall not be eligible to participate in the Plan thereafter.
5
4.1 Grant & Vesting Schedule. With respect to service during each calendar year after December 31, 2004, and to the extent determined by the Board in its sole discretion, each Non-Employee Director serving as such on the applicable grant date shall receive a grant of 2,500 Performance Shares on January 1 of the applicable calendar year (or such other date as the Board may provide).
With respect to Performance Shares granted to Non-Employee Directors in 2005, such Performance Shares shall vest (provided the Non-Employee Director is still a member of the Board as of the applicable date) as follows:
Notwithstanding the foregoing, for purposes of determining the vesting measurement periods (and applicable vesting dates, if any) of any Performance Shares granted to Non-Employee Directors in 2005, the grant date of such Performance Shares shall be deemed to be January 1, 2005.
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With respect to any Performance Shares granted to a Non-Employee Director on or after January 1, 2006, such awards shall vest (provided the Non-Employee Director is still a member of the Board as of the applicable date) as follows:
Notwithstanding the foregoing, for purposes of determining the vesting measurement periods (and applicable vesting dates, if any) of any Performance Shares granted to Non-Employee Directors in 2006, the grant date of such Performance Shares shall be deemed to be January 1, 2006.
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4.2 Forfeiture. Any unvested Performance Shares shall be forfeited and cancelled upon the earlier of (i) the date on which the Non-Employee Director ceases to be a member of the Board for any reason other than death, disability or retirement from the Board after attaining age seventy, or (ii) the third anniversary of the applicable grant date if the applicable Return Condition(s) was not met as provided above. Notwithstanding the foregoing, any unvested Performance Shares (which have not been forfeited and cancelled pursuant to the preceding sentence) shall vest upon the earlier of (i) the date on which the Non-Employee Director ceases to be a member of the Board due to the death or disability of the Non-Employee Director, (ii) the retirement of the Non-Employee Director from the Board after attaining age seventy or (iii) a Change of Control.
4.3 Payout.
4.4 Adjustment in Capitalization. In the event of any change in the outstanding shares of SPX Common Stock that occurs after the Establishment Date by reason of a SPX Common Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change, the aggregate number of Performance Shares to be granted or outstanding pursuant to Section 4 hereof shall be appropriately adjusted by the Board, whose determination
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shall be conclusive; provided, however, that fractional Performance Shares shall be rounded to the nearest whole Performance Share.
4.5 Dividends. No dividends or dividend equivalents are payable on Performance Shares.
4.6 Conversion of EVA Bank Balances. Effective as of June 23, 2005, the EVA bonus bank balances of the Non-Employee Directors under subsection 8.1 of the SPX Corporation 1997 Non-Employee Directors’ Compensation Plan (the “Bank Balances”) shall be converted into Performance Shares. For each applicable Non-Employee Director, his or her Bank Balance as of June 22, 2005 shall be converted into such number of Performance Shares as is equal to such Bank Balance as of June 22, 2005 divided by the Fair Market Value of SPX Common Stock on June 22, 2005 (rounding up for fractional shares). Such Performance Shares shall be granted to the applicable Non-Employee Director on June 23, 2005 and shall vest in three equal annual installments on the first, second and third anniversaries of such grant date (provided the Non-Employee Director is still a member of the Board as of the applicable date). Any unvested portion of such Performance Shares shall be forfeited and cancelled upon the date on which the Non-Employee Director ceases to be a member of the Board for any reason other than death, disability or retirement from the Board after attaining age seventy. Notwithstanding the foregoing, any unvested Performance Shares (which have not been forfeited and cancelled pursuant to the preceding sentence) shall vest upon the earlier of (i) the date on which the Non-Employee Director ceases to be a member of the Board due to the death or disability of the Non-Employee Director, (ii) the retirement of the Non-Employee Director from the Board after attaining age seventy or (iii) a Change of Control. The Performance Shares granted under this subsection 4.6 shall be subject to all provisions of the Plan other than Sections 4.1 and 4.2.
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The Board reserves the right to modify, amend or terminate this Plan in whole or in part, effective as of any specified date. The Plan shall continue in effect without limit unless and until the Board otherwise determines.
To the extent any provision of the Plan or action by the Board or Company would subject any Non-Employee Director to liability for interest or additional taxes under Code Section 409A, it will be deemed null and void, to the extent permitted by law and deemed advisable by the Board. It is intended that the Plan will comply with Code Section 409A to the extent applicable, and the Plan shall be interpreted and construed on a basis consistent with such intent. The Plan may be amended in any respect deemed necessary (including retroactively) by the Board in order to preserve compliance with or exemption from Code Section 409A. For purposes of this Plan, a “retirement” (or other similar term having a similar import) under this Plan shall have the same meaning as a “separation from service” as defined in Code Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Plan benefits.
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6.1 Administration. The Board shall have complete power and discretionary authority to interpret and administer the Plan, and make factual determinations thereunder, including the power to determine the rights or eligibility of Non-Employee Directors and any other persons, and the amounts of their benefits under the Plan, and to remedy ambiguities, inconsistencies or omissions, and any such interpretations and determinations shall be conclusive and binding on all parties. The Board may establish such rules and regulations with respect to the proper administration of the Plan as it may determine, and may amend or revoke any rule or regulation so established. No benefits shall be payable from this Plan if the Board determines in its sole discretion that such person is not entitled to such benefits.
6.2 Delegation. The Board has the authority to delegate any of its powers under this Plan to any other person, persons, or committee. This person, persons, or committee may further delegate its reserved powers to another person, persons, or committee as they see fit. Any delegation or subsequent delegation shall include the same full, final and discretionary authority that the Board has listed herein and any decisions, actions or interpretations made by any delegate shall have the same ultimate binding effect as if made by the Board.
6.3 Rights of Directors. Neither the Plan nor any action taken hereunder shall be construed as giving any Non-Employee Director any right to continue to serve as a member of the Board or otherwise to be retained in the service of the Company.
6.4 Funding Not Required.
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6.5 Non-Alienation. Performance Shares may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, whether voluntarily or involuntarily or by operation of law; any attempt to anticipate, alienate, sell, transfer, assign, pledge, or encumber in contradiction of this provision shall be void.
6.6 Tax Withholding. The Company may withhold from the distribution of any payment hereunder the amount necessary to satisfy a Non-Employee Director’s (or beneficiary’s) federal, state and local withholding tax requirements.
6.7 Indemnification. Each person who is or shall have been a member of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit or proceeding against him, provided he shall give the Company an opportunity, at its expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
6.8 Requirements of Law. The Plan and any Performance Share grants shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
6.9 Governing Law. The Plan (including, without limitation, any rules, regulations, determinations or decisions made by the Board or Company relating to the Plan) shall be construed and administered exclusively in accordance with applicable federal laws and the laws of the State of Delaware, without regard to its conflict of laws principles.
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6.10 Construction. In the construction of the Plan, the masculine shall include the feminine and the singular shall include the plural in all cases where such meanings would be appropriate. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.
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This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/2/09 | |||
For Period End: | 12/31/08 | 11-K | ||
12/17/08 | ||||
1/1/06 | 3, 3/A | |||
6/23/05 | 4 | |||
6/22/05 | 8-K | |||
2/28/05 | 4 | |||
1/1/05 | ||||
12/31/04 | 10-K, 11-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/25/22 SPX Technologies, Inc. 10-K 12/31/21 144:23M 2/26/21 SPX Technologies, Inc. 10-K 12/31/20 122:21M |