SPX (SPXC) 8-K Entry into a Material Definitive Agreement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 2, 2006

SPX CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	1-6948	38-1016240
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code  (704) 752-4400

NOT APPLICABLE
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry Into a Material Definitive Agreement.

On October 2, 2006, Sharon Jenkins was named Vice President, Chief Marketing Officer of SPX Corporation, a Delaware corporation (the “Company”).  In connection with that appointment Ms. Jenkins entered into the following agreements with the Company.

Employment Agreement

Under the employment agreement, the Company is not permitted to reduce the annual base salary rate of Ms. Jenkins of $325,000 without Ms. Jenkins’ consent. The agreement provides for participation in any annual performance bonus plans, long-term incentive plans and/or equity-based compensation plans established or maintained by the Company for its officers. The agreement further provides for participation in such other executive benefit plans offered by the Company to executive officers of the Company first elected in or after August 2005, subject to the Company’s right to modify, suspend or discontinue the plans, including annual reimbursement for retiree medical premiums for Ms. Jenkins, her spouse and eligible dependents until Ms. Jenkins reaches Medicare eligibility due to age. Ms. Jenkins will also receive standard executive business expense reimbursement, perquisites and vacation entitlements pursuant to the agreement. The agreement has a rolling one-year term. The expiration date is automatically extended by one day for each day of the term that elapses.

Upon termination of employment for any reason, the agreement provides for the following payments and benefits:

·earned but unpaid base salary;

·any earned annual incentive plan bonus, for which the performance measurement period has ended;

·any accrued but unpaid vacation;

·any amounts payable under any of the Company’s benefit plans; and

·unreimbursed business expenses.

Upon termination of employment by reason of death or disability, Ms. Jenkins (or her estate) will receive—in addition to the payments and benefits provided in the event of termination of employment for any reason—a pro rata portion of any bonus payable under the Company’s annual incentive plan for the year in which such termination occurs determined based on the higher of the actual annual bonus paid for the bonus plan year immediately preceding such termination or the target bonus for the bonus plan year in which such termination occurs.

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Upon termination of employment by the Company other than for cause, or upon voluntary termination of employment by Ms. Jenkins for good reason—in addition to the payments and benefits provided in the event of termination of employment for any reason—the agreement provides for the following payments and benefits:

·  the base salary and annual bonus that the Company would have paid under the agreement had Ms. Jenkins’ employment continued to the end of the employment term;

·  continued coverage under the Company’s executive benefit plans through the end of the employment term, at the same cost to Ms. Jenkins as in effect on the date of her termination;

·  executive perquisites, reduced to the extent comparable perquisites are actually received by or made available to Ms. Jenkins without cost, during the period following her employment termination through December 31 of the year that includes the first anniversary of her employment termination;

·  the period through the end of the employment term shall continue to count for purposes of determining Ms. Jenkins’ age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit plans to the extent permitted by applicable law;

·  any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of one year or the stock option expiration or other termination date; and

·  outplacement services.

In the event of certain terminations following a change of control, Ms. Jenkins will be entitled to the payments and benefits specified in her change-of-control severance agreement, which is described below. Those payments and benefits would replace those provided under the employment agreement to the extent that such payments or benefits would otherwise be duplicative.

The employment agreement will become null and void if Ms. Jenkins does not relocate her principal family residence to the Charlotte, North Carolina area by February 28, 2007.

The foregoing description of the employment agreement is qualified in its entirety by reference to the text of the employment agreement, which is attached as Exhibit 10.1 hereto.

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Change-of-Control Severance Agreement

The change-of-control severance agreement entered into with Ms. Jenkins provides for the payment of compensation and benefits if her employment terminates following a change of control. In the event of a termination for any reason following a change of control, Ms. Jenkins will be entitled to receive all accrued benefits (including a cash bonus payment for the year of termination) through the date of termination. If a termination within 36 months following a change of control is for a reason other than death, disability, retirement or termination by the Company for cause or if employment is terminated by Ms. Jenkins other than for good reason, she will be entitled to receive, in addition to the accrued benefits (including a cash bonus payment for the year of termination), the following severance benefits:

·  a lump sum payment equal to two times the greater of (1) her annual salary just prior to the change of control or (2) her annual salary at the time of termination;

·  a lump sum payment equal to two times the greatest of (1) the highest of her earned bonus amounts for the three years immediately preceding the termination year, (2) the target bonus under the Company’s Executive Bonus Plan for the termination year, or (3) the earned bonus amount for the termination year, calculated as if the date of termination were the end of that year;

·  the continuation of employee benefits and executive perquisites for the lesser of two years or until she obtains comparable benefits and perquisites from another employer;

·  for two years, life insurance in an amount equal to twice her final annual salary and, for the rest of her life, life insurance in an amount equal to her final salary;

·  immediate vesting of benefits under our pension plan and supplemental pension plan with credit for two additional years of service and for the salary and bonus continuation reflected by the severance compensation lump sum salary and bonus payments;

·  lump sum payment of all balances under the Company’s Supplemental Retirement Savings Plan;

·  immediate vesting of all options, restricted stock and other equity or incentive compensation awards, and a period of up to two years to exercise the options; and

·  outplacement services.

For purposes of the change-of-control severance agreement, a change of control includes the acquisition by any person (or group of related persons) of 20% or more of the voting power of the Company’s securities (including in an exchange or tender offer); approval by the stockholders of the Company of (1) liquidation of the Company, (2) the sale of all or substantially all of the Company’s assets, (3) a merger or consolidation (except where the Company’s stockholders continue to hold at least 80% of the voting power of the new or

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surviving entity); or a change in the majority of the board of directors within a two-year period without the approval of the incumbent board.

The foregoing description of the change-of-control severance agreement is qualified in its entirety by reference to the text of the change of control severance agreement, which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

Relocation Agreement

The relocation agreement entered into with Ms. Jenkins provides for expense reimbursement, home sale assistance, temporary living, certain travel reimbursements and allowances, an allowance to cover miscellaneous expenses equal to one month’s base salary grossed up for taxes, and other relocation-related benefits.  The relocation agreement further provides that Ms. Jenkins may be required to repay the Company for its expenditures related to Ms. Jenkins’ relocation if she voluntarily and without good reason terminates her employment with the Company within 24 months of her appointment as Vice President, Chief Marketing Officer.  Such repayment obligation under the agreement is reduced ratably for each month that Ms. Jenkins serves in that role.

The foregoing description of the relocation agreement is qualified in its entirety by reference to the text of the relocation agreement, which is attached as Exhibit 10.3 hereto.

Confidentiality and Non-Competition Agreement

Ms. Jenkins entered into a standard confidentiality and non-competition agreement in the form attached as Exhibit 10.4 hereto.

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Item 9.01.              Financial Statements and Exhibits.

The following exhibits are filed herewith.

Exhibit
Number	Description
10.1	Employment Agreement between SPX Corporation and Sharon Jenkins
10.2	Change-of-Control Severance Agreement between SPX Corporation and Sharon Jenkins
10.3	Relocation Agreement between SPX Corporation and Sharon Jenkins
10.4	Form of SPX Corporation Confidentiality and Non-Competition Agreement for Executive Officers

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPX CORPORATION
Date: October 6, 2006	By:	/s/ Kevin L. Lilly
		Kevin L. Lilly
		Vice President, Secretary
		and General Counsel

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Employment Agreement between SPX Corporation and Sharon Jenkins
10.2	Change-of-Control Severance Agreement between SPX Corporation and Sharon Jenkins
10.3	Relocation Agreement between SPX Corporation and Sharon Jenkins
10.4	Form of SPX Corporation Confidentiality and Non-Competition Agreement for Executive Officers

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