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):  December 31, 2005

SPX CORPORATION

(Exact name of registrant as specified in its charter)

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 January 6, 2006, SPX Corporation, a Delaware corporation (the “Company”), entered into an employment agreement, a relocation agreement and a change-of-control severance agreement with Kevin Lilly, who had been named Vice President, Secretary and General Counsel of the Company as of January 1, 2006, and entered into a separation and consulting agreement with Mr. Lilly’s predecessor, Ross B. Bricker, who had chosen to leave the Company effective December 31, 2005. On December 21, 2005, the Company issued a press release related to this management change.  A copy of the press release was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on December 21, 2005 announcing management changes, and is incorporated herein by reference.

Employment Agreement

Under the employment agreement, the Company is not permitted to reduce the annual base salary rate of Mr. Lilly of $350,000 without Mr. Lilly’s 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, subject to the Company’s right to modify, suspend or discontinue the plans, including annual reimbursement for retiree medical premiums for Mr. Lilly, his spouse and eligible dependents until Mr. Lilly reaches Medicare eligibility due to age. Mr. Lilly 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, Mr. Lilly (or his 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

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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.

Upon termination of employment by the Company other than for cause, or upon voluntary termination of employment by Mr. Lilly 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 Mr. Lilly’s 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 Mr. Lilly as in effect on the date of his termination;

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

• the period through the end of the employment term shall continue to count for purposes of determining Mr. Lilly’s 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, Mr. Lilly will be entitled to the payments and benefits specified in his 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 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 and incorporated herein by reference.

Relocation Agreement

The relocation agreement entered into with Mr. Lilly 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

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grossed up for taxes, and other relocation-related benefits.  The relocation agreement further provides that Mr. Lilly may be required to repay the Company for its expenditures related to Mr. Lilly’s relocation if he voluntarily and without good reason terminates his employment with the Company within one year of his appointment as Vice President, Secretary and General Counsel.  Such repayment obligation under the agreement is reduced ratably for each month that Mr. Lilly 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 10.2 hereto and incorporated herein by reference.

Change-of-Control Severance Agreement

The change-of-control severance agreement entered into with Mr. Lilly provides for the payment of compensation and benefits if his employment terminates following a change of control. In the event of a termination for any reason following a change of control, Mr. Lilly 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 Mr. Lilly other than for good reason, he 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) his annual salary just prior to the change of control or (2) his annual salary at the time of termination;

• a lump sum payment equal to two times the greatest of (1) the highest of his 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 he obtains comparable benefits and perquisites from another employer;

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

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• 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 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 10.3 hereto and incorporated herein by reference.

Separation and Consulting Agreement

In connection with Mr. Bricker’s resignation from the Company, on January 5, 2006, the Company and Mr. Bricker entered into a separation and consulting agreement. This agreement provides that the restricted shares granted to Mr. Bricker that were not vested as of December 31, 2006 were forfeited. As part of this agreement, Mr. Bricker will not be required to repay his relocation expenses.

This agreement further provides that Mr. Bricker will provide consulting services for the Company from January 1, 2006 through March 31, 2006, unless sooner terminated as provided in the agreement. Mr. Bricker will provide advice, counsel or other assistance as is requested by the Company, and will be compensated at the rate of $41,667.00 per month for his services, plus approved and reasonable expenses.

Mr. Bricker is obligated to comply with (i) certain non-competition provisions until December 31, 2006 and (ii) confidentiality and cooperation requirements for an indefinite period.

Mr. Bricker’s employment agreement and change-of-control severance agreement with the Company, each dated as of April 11, 2005, terminated effective December 31, 2005, in connection with his resignation from the Company.

The foregoing description of the separation and consulting agreement is qualified in its entirety by reference to the text of the separation and consulting agreement, which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

Item 1.02.    Termination of a Material Definitive Agreement.

The information contained under Item 1.01 is incorporated by reference into this Item 1.02.

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Item 9.01.    Financial Statements and Exhibits.

The following exhibits are filed herewith.

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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.

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EXHIBIT INDEX

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Exhibit 10.1

Employment Agreement of Kevin Lilly

This Employment Agreement (the “Agreement”) is effective as of the date of execution shown below (the “Effective Date”), by and between SPX Corporation (the “Company”), and Kevin Lilly (the “Executive”).

WHEREAS, the Company desires to employ the Executive as its Vice President, Secretary and General Counsel; and

WHEREAS, the Company and the Executive have reached agreement concerning the terms and conditions of his continued employment and wish to formalize that agreement;

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions stated in this Agreement, the Company and the Executive hereby agree as follows:

1.             Employment.  The Company employs the Executive and the Executive hereby accepts continued employment with the Company and appointment as its Vice President, Secretary and General Counsel.  During the Employment Term (as hereinafter defined), the Executive will have the title, status and duties of the Vice President, Secretary and General Counsel and will report directly to the Company’s Chief Executive Officer.  The Executive’s principal business office shall be at the Company’s principal business office located in Charlotte, North Carolina, and Executive’s principal family residence shall be located within 50 miles of the Company’s principal business office for the duration of the Employment Term.   If domiciled elsewhere on the date of Executive’s execution of this Agreement, Executive shall relocate his principal family residence to the area specified in this Paragraph.  Executive’s failure to complete such relocation on or before April 30, 2006 shall render this Agreement null and void.

2.             Term of Employment.  The term of employment (“Employment Term”) will commence on the Effective Date, and will continue thereafter until one (1) year from the Effective Date and will be automatically extended for subsequent one (1) day periods for each day of the Employment Term that passes after the Effective Date, unless sooner terminated by either party in accordance with the provisions of this Agreement.  The intent of the foregoing provision is that the Agreement becomes “evergreen” on the Effective Date so that on each passing day after the Effective Date the Employment Term automatically extends to a full one-year period.

3.             Duties.  During the Employment Term:

(a)           The Executive will perform duties assigned by the Company’s Chief Executive Officer or the Company’s Board of Directors (the “Board”), from time to time; provided that the Executive shall not be assigned tasks inconsistent with those of the Vice President, Secretary and General Counsel.

(b)           The Executive will devote his full time and best efforts, talents, knowledge and experience to serving as the Company’s Vice President, Secretary and

General Counsel.  However, the Executive may devote reasonable time to activities such as supervision of personal investments and activities involving professional, charitable, educational, religious and similar types of activities, speaking engagements and membership on other boards of directors, provided such activities do not interfere in any material way with the business of the Company; provided that, the Executive cannot serve on the board of directors of more than one publicly-traded company without the Board’s written consent.  The time involved in such activities shall not be treated as vacation time.  The Executive shall be entitled to keep any amounts paid to him in connection with such activities (e.g., director fees and honoraria).

(c)           The Executive will perform his duties diligently and competently and shall act in conformity with the Company’s written and oral policies and within the limits, budgets and business plans set by the Company.  The Executive will at all times during the Employment Term strictly adhere to and obey all of the rules and regulations in effect from time to time relating to the conduct of executives of the Company.  Except as provided in (b) above, the Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or company that competes, conflicts or interferes with the performance of his duties hereunder in any material way.

4.             Compensation and Benefits.  During the Executive’s employment hereunder, the Company shall provide to the Executive, and the Executive shall accept from the Company as full compensation for the Executive’s services hereunder, compensation and benefits as follows:

(a)           Base Salary.  The Company shall pay the Executive at an annual base salary (“Base Salary”) of Three Hundred Fifty Thousand Dollars ($350,000).  The Board, or such committee of the Board as is responsible for setting the compensation of officers, shall review the Executive’s performance and Base Salary annually in January of each year, and determine whether to adjust the Executive’s Base Salary on a prospective basis.  The first review shall be in January 2007.  Such adjusted annual salary then shall become the Executive’s “Base Salary” for purposes of this Agreement.  The Executive’s annual Base Salary shall not be reduced after any increase, without the Executive’s consent.  The Company shall pay the Executive’s Base Salary according to payroll practices in effect for all officers of the Company.

(b)           Incentive Compensation.  The Executive shall be eligible to participate 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, including, but not limited to, the 2005 Executive Bonus Plan (“Bonus Plan”) and the SPX Corporation Stock Compensation Plan, all as the Board (or appropriate Board committee) may determine from time to time in its discretion.  For the 2006 bonus plan year, the Executive shall be eligible for a target bonus under the Company’s Bonus Plan equal to 80% of his Base Salary provided that all performance goals set by the Company are met.  The Board (or appropriate Board committee) will determine and communicate to the Executive his annual bonus plan participation for subsequent bonus plan years, no later than March 31 of such bonus plan year.

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(c)           Executive Benefit Plans.  The Executive will be eligible to participate in any executive benefit plans offered by the Company including, without limitation, medical, dental, short-term and long-term disability, life, pension, profit sharing and nonqualified deferred compensation arrangements, as the Board may determine in its discretion.  The Company reserves the right to modify, suspend or discontinue any and all of the plans, practices, policies and programs at any time without recourse by the Executive, so long as the Company takes such action generally with respect to other similarly situated officers.

(d)           Business Expenses.  The Company shall reimburse the Executive for all reasonable and necessary business expenses incurred in the performance of services with the Company, according to the Company’s policies and upon Executive’s presentation of an itemized written statement and such verification as the Company may require.

(e)           Perquisites.  The Company will provide the Executive with all perquisites it provides to other similarly situated officers.  Such perquisites shall not be less than those provided to the Executive on the Effective Date.  The Company will also reimburse the Executive for annual income tax return preparation and financial planning up to $20,000 per year.

(f)            Vacation. The Executive will be entitled to vacation in accordance with the Company’s vacation policy for officers, but in no event less than 5 weeks per calendar year.  The maximum vacation accrual allowed from year to year and at any given time will equal Executive’s annual entitlement.  Once the maximum accrual is reached, Executive will no longer accrue vacation until the unused amount accrued is below the maximum level allowed.

(g)           Retiree Medical.  The Executive shall be entitled to receive retiree medical benefits in accordance with the eligibility requirements and plan offerings for access to retiree medical benefits provided generally to full-time employees of the Company.  The Executive may cover his spouse or dependents eligible at the time of retirement.  The cost of such benefits for the Executive, his spouse and eligible dependents, will be 100% of the premiums and shall be reimbursed by the Company on an annual basis up to the date the Executive reaches Medicare eligibility due to age, at which point such reimbursement shall cease.  Depending on the plan, all or a portion of the reimbursement may be taxable.  Such benefits shall include prescription drug coverage, but not dental or vision benefits unless included in the medical plan.  Upon reaching Medicare eligibility due to age, Medicare shall become the primary payor of medical/prescription benefits for the Executive, his spouse or eligible dependents as applicable, and the reimbursement of premiums for such coverage by the Company shall cease.  In the event that the Company terminates retiree access to medical and/or prescription benefits generally for retirees, the Executive shall be entitled to an annual reimbursement from the Company upon proof of continued coverage for comparable medical and/or prescription coverage under an individual policy or other group policy, subject to a maximum total reimbursement of one and one-half times the applicable premium of the plan in effect at the time retiree access is terminated at the appropriate coverage level, and subject to maximum annual inflation adjustment thereafter of five (5) percent.  Upon the death of the Executive, a surviving

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spouse will continue eligibility and reimbursement as described above.  Surviving dependent children will not receive premium reimbursement beyond the COBRA continuation period.  For all other COBRA qualifying events other than the death of the Executive, reimbursement will cease upon commencement of the COBRA continuation period.

5.             Payments on Termination of Employment.

(a)           Termination of Employment for any Reason.  The following payments will be made upon the Executive’s termination of employment for any reason:

(i)            Earned but unpaid Base Salary through the date of termination;

(ii)           Any annual incentive plan bonus, for which the performance measurement period has ended, but which is unpaid at the time of termination;

(iii)          Any accrued but unpaid vacation;

(iv)          Any amounts payable under any of the Company’s benefit plans in accordance with the terms of those plans, except as may be required under Code Section 401(a)(13); and

(v)           Unreimbursed business expenses incurred by the Executive on the Company’s behalf.

(b)           Termination of Employment for Death or Disability.  In addition to the amounts determined under (a) above, if the Executive’s termination of employment occurs by reason of death or disability, the Executive (or his estate) will receive 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 highest of (i) the actual annual bonus paid for the bonus plan year immediately preceding such termination, or (ii) the target bonus for the bonus plan year in which such termination occurs.  The Executive will be deemed to be disabled upon the earlier of (i) the end of a six (6) consecutive month period during which, by reason of physical or mental injury or disease, the Executive has been unable to perform substantially all of his usual and customary duties under this Agreement or (ii) the date that a reputable physician selected by the Board, and as to whom the Executive has no reasonable objection, determines in writing that the Executive will, by reason of physical or mental injury or disease, be unable to perform substantially all of the Executive’s usual and customary duties under this Agreement for a period of at least six (6) consecutive months.  If any question arises as to whether the Executive is disabled, upon reasonable request therefore by the Board, the Executive shall submit to reasonable medical examination for the purpose of determining the existence, nature and extent of any such disability.  In accordance with Paragraph 10, the Board shall promptly give the Executive written notice of any such determination of the Executive’s disability and of any decision of the Board to terminate the Executive’s employment by reason thereof.  In the event of disability, until the date of termination, the base salary payable to the Executive under Paragraph 4 hereof shall be reduced

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dollar-for-dollar by the amount of disability benefits paid to the Executive in accordance with any disability policy or program of the Corporation.

(c)           Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason.  If the Company terminates the Executive’s employment other than for Cause, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under (a), the Company will pay the following amounts and provide the following benefits:

(i)            The Base Salary and annual bonus that the Company would have paid under the Agreement had the Executive’s employment continued to the end of the Employment Term.  For this purpose, annual bonus will be determined as the highest of (A) the actual bonus paid for the bonus plan year immediately preceding such termination, or (B) the target bonus for the bonus plan year in which such termination occurs.

(ii)           Continued coverage under the Company’s medical, dental, life, disability, pension, profit sharing and other executive benefit plans through the end of the Employment Term, at the same cost to the Executive as in effect on the date of the Executive’s termination.  If the Company determines that the Executive cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan.  To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual bonus) through the end of the Employment Term shall be at the highest rate in effect during the 12-month period immediately preceding the Executive’s termination of employment.

(iii)          Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to his employment termination, including: (A) reimbursement for club dues through the end of the Employment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31 of the calendar year that includes the first anniversary of the Executive’s employment termination.  The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s employment termination.  Perquisites otherwise receivable by the Executive pursuant to this Paragraph shall be reduced to the extent comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s employment termination covered by this Paragraph.  The Executive shall report to the Company any such perquisites actually received by or made available to the Executive.

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(iv)          The period through the end of the Employment Term shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit plans to the maximum extent permitted by applicable law.

(v)           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:  (A) one year; or (B) the stock option expiration or other termination date.

(vi)          Outplacement services, as elected by the Executive (and with a firm elected by the Executive), not to exceed $35,000 in total.

(d)           Good Reason.  For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the Executive’s consent (i) assigning duties to the Executive that are inconsistent with those of the position of Vice President, Secretary and General Counsel for similar companies in similar industries (except to the extent the Company promotes the Executive to a higher executive position); (ii) requiring the Executive to report to other than the Company’s Chief Executive Officer or the Company’s Board; (iii) the failure of the Company to pay any portion of the Executive’s compensation within 10 days of the date such compensation is due; or (iv)  the Company’s failure to continue in effect any applicable cash or stock-based incentive or bonus plan, pension plan, welfare benefit plan or other benefit plan, program or arrangement, unless the aggregate value of all such arrangements provided to the Executive after such discontinuance is not materially less than the aggregate value as of the Effective Date (using, for purposes of bonus plan comparisons, the target bonus potential before and after any such discontinuance).

(e)           Cause.  For purposes of this Agreement, “Cause” shall mean:  (i) the Executive’s willful and continued failure to substantially perform his duties as an executive of the Company (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and which gives the Executive at least 30 days to cure such alleged deficiencies, (ii) the Executive’s willful misconduct, which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the Executive’s engaging in egregious misconduct involving serious moral turpitude to the extent that his credibility and reputation no longer conforms to the standard of officers of the Company.

(f)            Timing of Payments.  All payments described above shall be made in a lump sum cash payment as soon as practicable (but in no event more than 10 days unless prohibited by applicable law or plan documents) following the Executive’s termination of employment.  If the total amount of annual bonus is not determinable on that date, the

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Company shall pay the amount of bonus that is determinable and the remainder shall be paid in a lump sum cash payment at the time such bonuses are paid generally.

6.             Assignment; Successors.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors.  The Company may not assign this Agreement without the Executive’s written consent, except that the Company’s obligations under this Agreement shall be the binding legal obligations of any successor to the Company by sale, and in the event of any transaction that results in the transfer of substantially all of the assets or business of the Company, the Company will use its best efforts to cause the transferee to assume the obligations of the Company under this Agreement.  The Executive may not assign this Agreement during his life.  Upon the Executive’s death this Agreement will inure to the benefit of the Executive’s heirs, legatees and legal representatives of the Executive’s estate.

7.             Interpretation.  The laws of the State of Delaware shall govern the validity, interpretation, construction and performance of this Agreement, without regard to the conflict of laws principles thereof.

8.             Withholding.  The Company may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state or local law.

9.             Amendment or Termination.  This Agreement may be amended at any time by written agreement between the Company and the Executive.

10.           Notices.  Notices given pursuant to this Agreement shall be in writing and shall be deemed received when personally delivered, or on the date of written confirmation of receipt by (i) overnight carrier, (ii) telecopy, (iii) registered or certified mail, return receipt requested, addressee only, postage prepaid, or (iv) such other method of delivery that provides a written confirmation of delivery.  Notice to the Company shall be directed to:

SPX Corporation

13515 Ballantyne Corporate Place

Charlotte, NC 28277

Attention: General Counsel

The Company may change the person and/or address to whom the Executive must give notice under this Section by giving the Executive written notice of such change, in accordance with the procedures described above.  Notices to or with respect to the Executive will be directed to the Executive, or to the Executive’s executors, personal representatives or distributees, if the Executive is deceased, or the assignees of the Executive, at the Executive’s home address on the records of the Company.

11.           Severability.  If any provisions(s) of this Agreement shall be found invalid or unenforceable by a court of competent jurisdiction, in whole or in part, then it is the parties’ mutual desire that such court modify such provision(s) to the extent and in the manner necessary to render the same valid and enforceable, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision(s) had been originally incorporated

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herein as so modified or restricted, or as if such provision(s) had not been originally incorporated herein, as the case may be.

12.           Entire Agreement.  This Agreement sets forth the entire agreement and understanding between the Company and the Executive and supersedes all prior agreements and understandings, written or oral, relating to the subject matter hereof; provided, however, that: (i) the Executive’s Change in Control Agreement dated December 5, 2006 shall remain in full force and effect, and payments and benefits provided thereunder shall replace those provided in this Agreement to the extent that such payments or benefits would otherwise clearly be duplicative; and (ii) the Executive’s non-compete, non-solicitation, confidentiality or similar restrictive covenants shall remain in full force and effect.

13.           Consultation With Counsel.  The Executive acknowledges that he has had a full and complete opportunity to consult with counsel of the Executive’s own choosing concerning the terms, enforceability and implications of this Agreement, and the Company has made no representations or warranties to the Executive concerning the terms, enforceability or implications of this Agreement other than as are reflected in this Agreement.

14.           No Waiver.  No failure or delay by the Company or the Executive in enforcing or exercising any right or remedy hereunder shall operate as a waiver thereof.  No modification, amendment or waiver of this Agreement nor consent to any departure by the Executive from any of the terms or conditions thereof, shall be effective unless in writing and signed by the Chairman of the Company’s Board.  Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

15.           Effect on Other Obligations.  Payments and benefits herein provided to be paid to the Executive by the Company shall be made without regard to and in addition to any other payments or benefits required to be paid the Executive at any time hereafter under the terms of any other agreement between the Executive and the Company or under any other policy of the Company relating to compensation, or retirement or other benefits.  Except as otherwise expressly provided herein, payments or benefits provided the Executive hereunder shall be reduced by any amount the Executive may earn or receive from employment with another employer or from any other source.

16.           Survival.  All Sections of this Agreement survive beyond the Employment Term except as otherwise specifically stated.

17.           Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning thereof.

18.           Counterparts.  The parties may execute this Agreement in one or more counterparts, all of which together shall constitute but one Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date shown below.

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Exhibit 10.2

SPX Corporation

Relocation Agreement

I have been provided with a copy of SPX Corporation’s Relocation Policy (the “Policy”). I have read the Policy, understand my benefits and responsibilities, and agree to be bound by its terms and conditions.  I understand that pursuant to the terms of the Separation of Employment and Relocation Agreement section of the policy, I may be required to reimburse SPX Corporation for its expenditures related to my relocation, if within one (1) year of the effective date of my position with SPX Corporation, VP, Secretary and General Counsel, which is January 1, 2006, I terminate my employment voluntarily and without good reason. Each month of service with SPX will reduce my repayment obligation by 1/12 of the relocation assistance.

Dated this 6 day of January, 2006.

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Kevin Lilly

Confidential information—absolutely may not be distributed or used without the prior written consent of SIRVA Relocation LLC.

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Exhibit 10.3

January 5, 2006

Mr. Kevin Lilly

13515 Ballantyne Corporate Place

Charlotte, North Carolina 28277

Dear Kevin:

SPX Corporation (the “Company”) recognizes that your contribution to its growth and success will be substantial and desires to assure your continued employment.  In this regard, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control (as defined in Section 2, below) may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including yourself, to their assigned duties without distraction, in the face of potentially disturbing circumstances arising from the possibility of a Change of Control.

Further, it is the intent of the Board in adopting this Agreement to assure the Company and its shareholders (i) of continuity of management in the event of any actual or threatened Change of Control and (ii) that key executive employees of the Company will be able to evaluate objectively whether a potential Change of Control is in the best interests of the shareholders.

In order to induce you to remain in the employ of the Company and to advance the interests of the Company and its shareholders by providing you with appropriate financial protection, the Board agrees that you shall receive the severance benefits set forth in this agreement (“Agreement”) in the event that your employment is terminated due to a Change of Control.

1.             Term of Agreement.  This Agreement will become effective on the date hereof (the “Commencement Date”) and shall continue in effect through the third anniversary of the Commencement Date (the “Date of Expiration”).  However, on that initial Date of Expiration, and on each extended Date of Expiration thereafter, the term of this Agreement will be extended automatically for one additional year unless, not later than six (6) months prior to such Date of Expiration, the Company gives written notice to you that it has elected not to extend this Agreement.  However, if a Change of Control occurs during the term of

this Agreement, this Agreement will continue in effect for thirty-six (36) months beyond the end of the month in which the Change of Control occurred.

2.             Change of Control of the Company.  No benefits will be payable under the terms of this Agreement unless a Change of Control of the Company has occurred.  A “Change of Control” shall be deemed to have occurred if:

(a)           Any “Person” (as defined below), excluding for this purpose the Company or any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any entity organized, appointed or established for or pursuant to the terms of any such plan which 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:

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(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 definition of Beneficial Ownership 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

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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 execution 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.

Any other provision of this Agreement to the contrary notwithstanding, a “Change of Control” shall not include any transaction described in paragraph (a) or (c), above, where, in connection with such transaction, you and/or any party acting in concert with you substantially increase your, 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).

3.             Definitions.  The following definitions shall be used in determining whether, under the terms of Section 4 hereof, you are entitled to receive Accrued Benefits and/or Severance Benefits:

(a)           Disability.  “Disability” shall mean that, as a result of your incapacity due to physical or mental injury or illness, you shall have been absent from the full-time performance

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of your duties with the Company for at least six (6) consecutive months and, within thirty (30) calendar days after written notice of suspension is given, you shall not have returned to the full-time performance of your duties.

(b)           Retirement.  “Retirement” shall mean your voluntary termination of your employment (other than for Good Reason, as defined below) at a time after you have reached age sixty-five (65).

(c)           Cause.  “Cause” shall mean (i) your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from Disability or occurring after issuance by you of a Notice of Termination for Good Reason), after a demand for substantial performance is delivered to you that specifically identifies the manner in which the Company believes that you have not substantially performed your duties, and after you have failed to resume substantial performance of your duties on a continuous basis within fourteen (14) calendar days after receiving such demand, (ii) you willfully engage in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) your having been convicted of a felony which impairs your ability substantially to perform your duties with the Company.  For purposes of this paragraph (c), no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company.

(d)           Good Reason.  You shall be entitled to terminate your employment for Good Reason.  For purpose of this Agreement, “Good Reason” shall mean, without your express written consent, the occurrence within three (3) years following a Change of Control of the Company of any one or more of the following:

(i)            The assignment to you of duties inconsistent with your duties, responsibilities, and the status of your position as of the day prior to the Change of Control of the Company, or a reduction or alteration in the nature or status of your responsibilities from those in effect on the day prior to the Change of Control;

(ii)           A reduction by the Company in your base salary or in your most recent annual target incentive award opportunity as in effect on the date hereof or as the same shall be increased from time to time;

(iii)          The Company’s requiring you to be based at a location in excess of two hundred and fifty (250) miles from the location where you are currently based;

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(iv)          The failure by the Company to continue in effect the Company’s Pension Plan, Retirement Savings Plan, Supplemental Retirement Savings Plan, Supplemental Retirement Plan, Executive Bonus Plan, Stock Compensation Plan, any plans substituted for the above adopted prior to the Change of Control, or any other of the Company’s employee benefit plans, policies, practices or arrangements in which you participate, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) to provide similar benefits has been made with respect to such plan(s); or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed as of the time of the Change of Control;

(v)           The failure of the Company to reinstate your employment in full (in the same capacity that you were employed, or in a mutually agreeable capacity) in the event that your employment was suspended due to a Disability and, within three years, you request to be reinstated and are ready, willing, and able to adequately perform your employment duties;

(vi)          The termination, replacement, or reassignment of twenty-five percent (25%) or more of the elected officers of the Company existing as of the day prior to a Change of Control, unless the officer is terminated due to death, Disability, or Retirement, or by the Company for Cause, or by the officer other than for Good Reason (all as herein defined);

(vii)         The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement, as contemplated in Section 5 hereof; and

(viii)        Any purported termination by the Company of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (f), below, and for purposes of this Agreement, no such purported termination shall be effective.

(ix)           At any time during the one (1)-year period beginning thirty (30) days following a Change of Control, you shall be entitled to terminate your employment for any reason, and such termination shall be deemed to be for Good Reason for all purposes of this Agreement.

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Your right to terminate your employment pursuant to this paragraph (d) shall not be affected by your suspension due to Disability.  Your continued employment shall not constitute a waiver of your rights with respect to any circumstance constituting Good Reason hereunder.

(e)           Notice of Termination.  Any termination by the Company for Cause or by you for Good Reason shall be communicated by Notice of Termination to the other party hereto.  For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provisions so indicated.

(f)            Date of Termination.  “Date of Termination” shall mean the date specified in the Notice of Termination where required (but not less than thirty (30) calendar days following delivery of the Notice of Termination, except that termination for Cause may be effective immediately) or in any other case upon ceasing to perform services to the Company; provided that if within twenty (20) calendar days after any Notice of Termination one party notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date finally determined to be the Date of Termination, either by written agreement of the parties or by a binding and final arbitration decision.  In the event that a dispute exists concerning the Date of Termination, you shall continue to receive your full compensation (including participation in all benefit and insurance plans in which you were participating) in effect when the notice giving rise to the dispute was given, until the Date of Termination is finally determined.  In such event, you will be required to reimburse the Company for all compensation received beyond the finally determined Date of Termination either by direct cash reimbursement within thirty (30) calendar days of resolving the conflict or by appropriately reducing your remaining benefits to be received under the terms of this Agreement.

(g)           Earned Bonus Amount.  For any year for which the Executive EVA Incentive Compensation Plan (the “EVA Plan”) is in effect prior to the year during which a Change of Control occurs, your “Earned Bonus Amount” means your Declared Bonus for that year (as determined under the applicable EVA Plan).  For the year during which a Change of Control occurs and any year in which the EVA Plan was not in effect, your “Earned Bonus Amount” means your total potential bonus for the year as determined under the 2005 Executive Bonus Plan or applicable successor bonus plan (the “Bonus Plan”), according to the business performance metric achieved, and prorated to reflect your length of service during the Bonus Plan year.

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4.             Compensation Upon Termination Following a Change of Control

(a)           Accrued Benefits.  In the event that your employment is terminated for any reason during the term of this Agreement, following a Change of Control of the Company (as defined in Section 2 herein), you shall receive your Accrued Benefits through the Date of Termination.  For purposes of this Agreement, your “Accrued Benefits” shall include the following:

(i)            All base salary for the time period ending with your Date of Termination, at the rate in effect at the time Notice of Termination is given or on the Date of Termination if no Notice of Termination is required;

(ii)           A bonus payment equal to one hundred percent (100%) of the greater of (A) your target bonus for the year in which the Date of Termination occurs, prorated based upon the ratio of the number of months (full credit for a partial month) you were employed during that bonus year to the total months in that bonus year, and (B) your Earned Bonus Amount for the year in which the Date of Termination occurs, calculated as if the Date of Termination were the end of that year for purposes of the Bonus Plan;

(iii)          A cash equivalent of all unused vacation to which you were entitled through your Date of Termination;

(iv)          Reimbursement for any and all monies advanced in connection with your employment for reasonable and necessary expenses incurred by you on behalf of the Company for the time period ending with your Date of Termination;

(v)           Any and all other cash earned through the Date of Termination and deferred at your election or pursuant to any deferred compensation plan then in effect;

(vi)          An accrued benefit under the SPX Corporation Supplemental Retirement Plan for Top Management (the “SERP”);

(vii)         All other amounts to which you are entitled under any compensation or benefit plan, program, practice or policy of the Company in effect as of the Date of Termination; and

(viii)        The payments provided for in paragraphs (i), (ii), (iii), (iv) and (v), above, shall be made not later than the tenth (10th) business day following the Date

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of Termination; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”)) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) calendar day after the Date of Termination.  In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you payable on the tenth (10th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(b)           Severance Benefits.  In the event that your employment is terminated during the term of this Agreement following a Change of Control of the Company (as described in Section 2 herein), unless your termination is (i) because of your death, Disability, or Retirement; (ii) by the Company for Cause; or (iii) by you other than for Good Reason, you shall receive, in addition to your Accrued Benefits, the Severance Benefits.  For purposes of this Agreement, your “Severance Benefits” shall include the following:

(i)            Your annual base salary at the rate in effect immediately prior to the Change of Control of the Company or, if greater, at the rate in effect at the time Notice of Termination is given, or on the Date of Termination if no Notice of Termination is required, multiplied by two (2);

(ii)           An amount equal to two (2) times the greatest of (I) the highest of your Earned Bonus Amounts for the three (3) years immediately preceding the year in which the Date of Termination occurs (the “Year of Termination”) or (II) your target bonus under the Bonus Plan for the Year of Termination or (III) your Earned Bonus Amount for the Year of Termination, calculated as if the Date of Termination were the end of that year for purposes of the Bonus Plan;

(iii)          For a two (2)-year period after your Date of Termination, the Company will arrange to provide to you the same health care coverage you had prior to your termination, at the Company’s expense, which includes, but is not limited to, hospital, surgical, medical, dental, and dependent coverages.  For purposes of the Retirement Plan health care coverage, you will receive the same number of additional years of credited service, for computing your benefit, as

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normally computed under the terms of the Plan.  Health care benefits otherwise receivable by you pursuant to this subparagraph (iii) shall be reduced to the extent comparable benefits are actually received by you from a subsequent employer during the two (2)-year period following your Date of Termination, and any such benefits actually received by you shall be reported to the Company;

(iv)          For a two (2)-year period after your Date of Termination, the Company will arrange to provide to you, at the Company’s expense, life insurance coverage in the amount of two (2) times your base salary in effect at your Date of Termination and, at the end of the two (2)-year period, for the remainder of your life the Company will provide to you life insurance coverage in the amount of your base salary in effect at your Date of Termination;

(v)           Under the Company’s Pension Plan and Supplemental Retirement Plan for Top Management, you will receive immediate full vesting as of your Date of Termination and receive two (2) additional full years of service credit for computing your accrued retirement benefit under both plans. Further, in computing the accrued retirement benefits under both plans, two (2) years will be added to your actual age, and the definition of “Final Average Pay” (base and bonus) shall be the greater of (A) your highest three (3)-year average or (B) the sum of your actual base salary in effect at your Date of Termination plus the greatest of the bonus amounts described in parts (B)(I), (II) and (III) of subparagraph (ii), above, with the additional benefits, to the extent not payable under the Pension Plan, to be paid through an additional unfunded arrangement at the same time and in the same manner as you have elected under the Pension Plan;

(vi)          Under the Company’s Supplemental Retirement Savings Plan, you will receive a cash lump sum payment of the full balance (vested and unvested);

(vii)         Each stock option which you have been granted by the Company and which is not yet vested shall become immediately vested and exercisable and shall continue to be exercisable for the lesser of (A) two (2) years following your Date of Termination or (B) the time remaining until the originally designated expiration date, unless a longer exercise period is provided for in the applicable plan or award agreement;

(viii)        Any contractual restrictions placed on shares of restricted stock which you have been awarded pursuant to the Company’s Stock Compensation Plan shall lapse as of your Date of Termination;

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(ix)           If any portion of the Severance Payments (in the aggregate, “Total Payments”) will be subject to the golden parachute “Excise Tax” imposed by Section 4999 of the Code, the Company shall pay to you an additional amount (the “Gross-Up Payment”) such that the net amount retained by you after deduction of any Excise Tax (including any related penalties and interest) on the Total Payments (but not any federal, state, or local income tax on the Total Payments), and any federal, state, and local income tax and Excise Tax (including any related penalties and interest) on the Gross-Up Payment, shall be equal to the Total Payments.  The determination of whether any Excise Tax will be imposed and of the amount of the Gross-Up Payment will be made by tax counsel selected by the Company’s independent auditors and acceptable to you. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) any other payments or benefit received or to be received by you in connection with a Change of Control of the Company or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of such tax counsel such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code, and (B) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is made and state and local income taxes at the highest marginal rates of taxation in the state and locality of your residence (at the time at which the Gross-Up Payment is made) as effective for the calendar year in which the Gross-Up Payment is made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

The payments provided for in this subparagraph (ix) shall be made not later than thirty (30) calendar days following your Date of Termination; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate,

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as determined in good faith by such tax counsel, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than sixty (60) calendar days after your Date of Termination.  In the event that the amount of the estimated payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you payable on the twentieth (20th) calendar day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).  Notwithstanding the foregoing, the sixty (60)- day period for deferment of the Gross-Up Payment shall not preempt or otherwise eliminate your right to receive any other payments to which you are entitled under this subparagraph or otherwise under the terms of this Agreement and to receive additional Gross-Up Payments based on such additional payments pursuant to this subparagraph;

(x)            To the full extent permitted by law, the Company shall indemnify you (including the advancement of expenses) for any judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred by you in connection with the defense of any lawsuit or other claim to which you are made a party by reason of being or having been an officer, director or employee of the Company or any of its subsidiaries.  In addition, you will be covered by director and officer liability insurance to the maximum extent that such insurance maintained by the Company from time to time covers any officer or director (or former officer or director) of the Company.

(xi)           You will be entitled to receive outplacement services, at the expense of the Company, from a provider reasonably selected by you.

(xii)          The Company also shall pay to you all legal fees and expenses incurred by you as a result of such termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder); and

(xiii)         The payments provided in paragraphs (i), (ii), (v) if a lump sum is elected, (vi) and (xii), above, shall be made not later than the tenth (10th) business day following the Date of Termination, provided, however, that if the

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amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination.  In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you payable on the tenth (10th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).  As all of the payments referenced in the first sentence of this subparagraph (xiii) are included for purposes of determining the Gross-Up Payment, the thirty (30)-day period identified above shall not preempt or otherwise eliminate your right to receive any other payments to which you are entitled under the terms of this Agreement and to receive additional Gross-Up Payments based on such additional payments.

(c)           Any provision in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if your employment with the Company is terminated within six (6) months prior to the date on which the Change of Control occurs, and if you reasonably demonstrate that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control, (ii) otherwise arose in connection with or anticipation of the Change of Control, or (iii) would not have occurred or would be less likely to have occurred if the Change of Control were not anticipated, then for all purposes of this Agreement the termination of your employment shall be deemed to have occurred following the Change of Control.

(d)           You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer after your Date of Termination, or otherwise, with the exception of a reduction in your insurance benefits as provided in Section 4(b)(iii).

5.             Successors; Binding Agreements.

(a)           The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof employing you to

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expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms to which you would be entitled hereunder if you terminated your employment for Good Reason following a Change of Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed your Date of Termination.

(b)           This Agreement shall inure to the benefit of and be enforceable by your personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.  If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement, to your devisee, legatee or other designee or, if there is no such designee, to your estate.

6.             No Funding of Benefits.  Nothing herein contained shall require or be deemed to require the Company to segregate, earmark, or otherwise set aside any funds or other assets to provide for any payments to be made hereunder.  Your rights under this Agreement shall be solely those of a general creditor of the Company.  However, in the event of a Change of Control, the Company may deposit cash or property, or both, equal in value to all or a portion of the benefits anticipated to be payable hereunder into a trust, the assets of which are to be distributed at such times as are otherwise provided for in this Agreement and are subject to the rights of the general creditors of the Company.

7.             Withholding of Taxes.  The Company may withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as legally shall be required.

8.             Notice.  For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement.

9.             Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board.  The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Michigan.

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10.           Employment Rights.  This Agreement shall not confer upon you any right to continue in the employ of the Company or its subsidiaries and, except to the extent that benefits may become payable under Section 4, above, shall not in any way affect the right of the Company or its subsidiaries to dismiss or otherwise terminate your employment at any time and for any reason with or without cause.

11.           No Vested Interest.  Neither you nor your beneficiaries shall have any right, title or interest in any benefit under this Agreement prior to the occurrence of all of the events specified herein as necessary conditions to such right, title or interest.

12.           Prior Agreements.  This Agreement contains the understanding between the parties hereto with respect to severance benefits in connection with a Change of Control of the Company and supersedes any prior such agreement between the Company (or any predecessor of the Company) and you.  If there is any discrepancy or conflict between this Agreement and any plan, policy and program of the Company regarding any term or condition of severance benefits in connection with a Change of Control of the Company, the language of this Agreement shall govern.

13.           Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

14.           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

15.           Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.  However, you shall be entitled to seek in court specific performance of your right, pursuant to Section 3(f), above, to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

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If this letter properly sets forth our agreement on the subject matter hereof, kindly date, sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on this subject.

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Exhibit 10.4

December 31, 2005

Mr. Ross Bricker

13515 Ballantyne Corporate Place

Charlotte, North Carolina 28277

Dear Ross:

As mutually agreed between you and SPX Corporation (the “Company”), your employment with the Company ended effective as of December 31, 2005 (your “Separation Date”).  At the conclusion of your employment, the Company desires to retain your Services (as hereinafter defined in Section 3) as a consultant for a specified time-period in order to make adequate provisions for the orderly transition of your prior responsibilities, and to assure that other personnel are identified and trained to assume responsibility for, and to further insure the maintenance and integrity of, the Company’s legal function, and your other prior responsibilities.  This letter (hereinafter the “Agreement”) sets forth the terms and conditions applicable to your separation from the Company and ongoing consulting services.

1.                                      Bonus and Equity Incentive Compensation

Based on your service with the Company, you will be eligible to receive a bonus under the 2005 Executive Bonus Plan, based on full year business performance and prorated according to the number of days you worked for the Company in the 2005 plan year, and payable at the time such bonuses are paid to participants generally.  Restrictions lapse as of December 31, 2005 on 8,333 shares of your April 11, 2005 restricted stock award subject to confirmation by the Compensation Committee of the Company’s Board of Directors that the performance criteria have been met, and you will be entitled to those shares in accordance with the terms and conditions contained in your 2005 Restricted Stock Award Agreement.  Other restricted stock shares granted to you by the Company are not vested as of your Separation Date and will be forfeited.

2.                                      Employee Benefits

The attached Exhibit A summarizes the status of your employee benefits following your Separation Date.  Most of your employee benefits terminate as of your last day of active work, although your medical, dental, and vision coverage (if applicable) continue through the end of the month during which your last day of active work occurred.  Please be aware that you will be entitled to receive certain benefits as noted in Exhibit A, provided you take the steps described in the Exhibit.  It is important that you read this information.

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Except as expressly provided in this Agreement, payments or reimbursements in respect of country club dues, fees or other costs or allowances shall cease effective as of your Separation Date.  Subject to the terms and conditions contained in this Agreement and your full compliance with all obligations hereunder, you will not be obligated to repay relocation expenses previously paid or reimbursed by the Company.

You acknowledge that the payments and benefits specified in this Agreement exceed in value any payments and benefits to which you may already be entitled, and that this Agreement otherwise is supported by good and sufficient consideration.

3.                                      Consulting Period

From January 1, 2006 through March 31, 2006, unless sooner terminated as provided below (the “2006 Consulting Period”), the Company agrees to retain, and you agree to provide, your Services (as defined below), which are to be provided as an independent contractor of the Company.  Throughout the 2006 Consulting Period, you shall work for or on behalf of the Company and its affiliates to provide such advice, counsel or other assistance as is requested by the Company, and you shall remain available to do so at all relevant times (the “Services”).  You shall be compensated at the rate of $ 41,667.00 per month for each month of the 2006 Consulting Period, which shall constitute your total and exclusive compensation for providing the Services during this period.  Unless agreed upon at the Company’s sole discretion and confirmed in writing by the Company’s General Counsel or the undersigned, you shall work solely and exclusively for the Company and its affiliates during the 2006 Consulting Period.

The Company may terminate the Services immediately upon written notice to you if you breach this Agreement or fail to diligently perform under all assigned projects within the time periods mutually agreed upon.  Upon such termination the Company shall have no further obligation to you in relation to the Services from and after the date of such breach or failure.

From and after February 14, 2006, the Company may terminate the Services for any or no reason upon 14 days’ written notice.  From and after the effective date of such termination, the Company shall have no further obligation to you in relation to the Services other than any compensation owed for the period prior to the effective date (on a prorated per diem basis).

Except as provided in Exhibit A to this agreement relating to the termination of your employment with the Company, during the 2006 Consulting Period you will not be entitled to any of the rights and benefits customarily extended to Company’s employees, including, without limitation, pension, 401(k), deferred compensation and health and welfare benefits.

4.                                      Release

By signing this Agreement, you release the Company from any known or unknown, asserted or unasserted claims that you may have against the Company.

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You are giving this release on behalf of yourself and your heirs, personal representatives, assigns or any other person who could make a claim based upon your employment relationship with the Company.

The release applies to the Company and its subsidiaries, business units, divisions and affiliates, as well as their current and former directors, board of directors, managers, officers, shareholders, agents, representatives, attorneys, employees, successors, predecessors and assigns.  These parties are together called the “Released Parties” in this Agreement.  Except to the extent provided herein, the release also includes any employee benefit plans or funds sponsored or administered by the Company (except that it does not apply to claims for vested benefits, if any, arising from Company-sponsored retirement plans).

This is a general and complete release that applies to any claim, known or unknown, asserted or unasserted, and waives any claim to further compensation or benefits.  It includes claims relating to your employment with and termination of employment with the Company.

This release specifically applies to claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, 42 U.S.C. § 1981 through 1988, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers Benefits Protection Act, the Immigration Reform and Control Act, as amended, the Occupational Safety and Health Act, as amended, the Equal Pay Act, any collective bargaining agreement, any other federal, state, local civil or human rights law or any other local, state or federal law, regulation or ordinance, any federal or state common law, including claims in contract and tort or based upon public policy, and any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters.  It does not apply to any claim that arises after you sign this Agreement, and it does not include claims that cannot be released as a matter of law.

You agree to permanently withdraw with prejudice all claims, if any, you have filed against any Released Party, including a request to the EEOC or any other employment discrimination investigation agencies to withdraw any previously filed charges of discrimination.  You further agree that you shall not be entitled to receive any relief, recovery, or monies in connection with any complaint or charge brought against the Company, without regard as to who brought said complaint or charge.

5.                                      Employee Affirmations

You affirm that you have not assigned or transferred, or purported to assign or transfer, to any person or entity, any claim against any of the Released Parties, or any portion thereof or interest therein.  You also affirm that you have not filed, caused to be filed, or presently are a party to any claim, complaint, or action against any of the Released Parties in any forum or form. You further affirm that you have been paid and/or have

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received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which you may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to you, except as provided in this Agreement. You further affirm that you have no known workplace injuries or occupational diseases and have been provided and/or have not been denied any leave requested under the Family and Medical Leave Act.

6.                                      Employee Covenants

You agree to resign from any appointments, directorships or other offices you may hold on behalf of the Company or any of its divisions or affiliates.  You acknowledge that any employment or contractual relationship between you and the Company will terminate by virtue of this Agreement, and that you have no future employment or contractual relationship with the Company other than the contractual relationship created by this Agreement.  In consideration of this Agreement, you hereby waive any and all employment rights that you now have with the Company, except as otherwise expressly provided in this Agreement.  You agree not to seek reinstatement, reemployment, or future employment as a new employee, and the Company has no obligation, contractual or otherwise, to employ or reemploy, hire or rehire, or recall or reinstate you in the future.

You acknowledge that you will remain bound by any confidentiality, nondisclosure or noncompetition agreements you have with the Company.

You further acknowledge that you may possess secret, confidential or proprietary information or trade secrets concerning the operations, future plans or business methods of the Company.  You agree never to use or disclose any such information.

You further acknowledge that for a one-year period immediately after termination of your employment, you will not directly or indirectly accept employment with or render services on behalf of a competitor of any SPX business unit at which you have been employed, or any other third party, in any capacity where the confidential information of an SPX business unit acquired by you during your employment with an SPX business unit would reasonably be considered to be useful to the competitor or to such other third party to become a competitor based in whole or in part on such information.

You agree that, for a period of one (1) year after the date of execution of this Agreement, you will not interfere with the Company’s relationship with, or endeavor to entice away from the Company, or hire any person who at the time of the execution of this Agreement is an employee of the Company.  You agree that, for a period of one (1) year after the date of execution of this Agreement, you will not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any customer of the Company who, during your employment at the Company, you serviced, solicited on behalf of the Company or gained knowledge about through your employment at the Company.

You also agree not to criticize the Company or any of its officers, directors, employees, shareholders, affiliates or agents.

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You agree that the Company would be irreparably harmed by any actual or threatened violation of the Employee Covenants described in this section, and that the Company will be entitled to an injunction prohibiting you from committing such violation.

7.                                      Tender Back

You agree that in the event of any breach of this Agreement, including but not limited to, your bringing any claim against any Released Party, you will immediately repay all or any portion of the payments made to you and the Company will have no obligation to make any further payments to you under this Agreement, provided, however, that these provisions do not apply to any claims brought pursuant to the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act.

8.                                      Expenses

The Company will reimburse you for all reasonable business expenses incurred through your Separation Date, upon proper presentation of supporting documentation, provided that appropriate expense reports have been submitted by your Separation Date.  Effective on your Separation Date, the Company will no longer pay for or reimburse you for any charges or fees incurred in connection with your cellular phone.  Should you decide to retain the cellular phone, you agree that all expenses incurred in connection with the phone will be paid by you.

9.                                      Company Property

You agree that all Company property, including but not limited to, automobiles, credit cards, keys, documents, software, computer data, records, or any other materials, will be returned by your Separation Date.

10.                               Non-Admission

You agree that this Agreement is not an admission of guilt or wrongdoing by the Released Parties, and acknowledge that the Released Parties do not believe or admit that any of them has done anything wrong.

11.                               Cooperation

Both during and after the 2006 Consulting Period, you shall cooperate fully and voluntarily with the Company and with the Company’s counsel in connection with any past, present or future, actual or threatened, litigation, claims, investigations, hearings, actions, or administrative proceeding involving the Company that relate to events, occurrences or conduct occurring (or claimed to have occurred) during the period of your employment by the Company.  This cooperation by you shall include, but not be limited to, (i) being reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony;  (ii) if depositions or trial testimony are to occur, being reasonably available and cooperating in the preparation therefore as

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and to the extent that the Company or its counsel request; (iii) refraining from impeding in any way the Company’s prosecution or defense of any such litigation, claims, investigations, hearings, actions, or administrative proceeding; (iv) cooperating fully in the development and presentation of prosecution or defense of any such litigation, claims, investigations, hearings, actions, or administrative proceeding;  (v) providing, on a timely basis, advice and consultations as reasonably requested by the Company; (vi) attending depositions (whether or not you are deposed), hearings, investigations, trials or arbitrations, assisting in response to discovery requests, meeting with counsel for the Company, and providing written statements and/or affidavits, all as requested by the Company’s General Counsel, or his or her designee; and (vii) promptly notifying the Company’s General Counsel or his or her designee, if you are contacted by any party, third party or by counsel or a representative representing parties with respect to claims or litigation adverse to the Company, and avoiding discussions with or otherwise providing information to such party, third party, counsel or representative prior to discussions with General Counsel, or his or her designee, or his or her representatives, and then only in the presence of the Company’s representatives (unless otherwise required by court order).

You agree to provide, on a timely basis, advice and consultation upon the reasonable request of the Company’s senior management team with respect to business, operational, financial, personnel and other matters relating to the period of your employment by the Company.

You shall be reimbursed by the Company for pre-approved and reasonable travel, lodging, telephone and similar expenses incurred in connection with such cooperation and in connection with the Services, except to the extent that such reimbursement may be prohibited, or may jeopardize the Company’s legal interests, as determined by the Company.

12.                               Full Disclosure of Claims

You represent and affirm that (i) you have not filed or caused to be filed on your behalf any claim for relief against the Company or any Released Parties and, to the best of your knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Released Parties on your behalf; and (ii) you have not reported any purported improper, unethical or illegal conduct or activities to any supervisor, manager, department head, Human Resources representative, agent or other representative of the Company, to any member of the Company’s legal department, and have no knowledge of any such improper, unethical, or illegal conduct or activities and have disclosed to the Company any information you might have had concerning any conduct involving the Company that you had reason to believe may be unlawful or involve any false claims to the United States or any other government having jurisdiction over the Company; and (iii) you will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against the Company or its representatives based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or occurring on or before the date of this Agreement except as otherwise provided for in this Agreement. You agree that you will not voluntarily aid or assist, either directly or indirectly, any individual or entity in either the assertion or pursuit of any private claim or prosecution of

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any private lawsuit, action, arbitration or judicial or administrative proceeding, now existing or hereafter arising, relating to any matters in which you were either involved or for which you rendered services to the Company.  Notwithstanding the above, nothing in this Agreement shall prohibit or restrict you from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any federal, state or local government agency, law enforcement agency or legislative body, any self-regulatory organization, or the Company’s legal department; (iii) cooperating with any other U.S. government investigation; or (iv) testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of Sarbanes-Oxley Act or any federal, state or municipal law relating to fraud or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

13.                               Testimony and Production of Documents

Nothing in Paragraphs 11 and 12 herein shall give the Company the right to control or dictate the content of any testimony given by you, it being understood that you would be required to testify truthfully.  Moreover, nothing in this section shall give the Company the right to control or dictate any documents required to be produced by you pursuant to court order and by doing so, you will not be deemed to have violated any provision of this Agreement.

14.                               Action on Behalf of Employer

You shall not take any action on behalf of the Company except as expressly required by the Company’s General Counsel, or his or her designee.

15.                               Joint Representation

In the event you are named in a lawsuit arising out of any alleged acts or omissions committed by the Company or by you within the scope of your employment with the Company, the Company at the Company’s cost will agree to provide you with representation either jointly, provided you execute a separate agreement in a form to be provided by the Company, or separately.  In either event, counsel for you shall be selected by the Company in its sole discretion.  In the event the Company determines at any point in the matter that there exists a conflict of interest or if representation of you jeopardizes the Company’s interests, then the Company may, in its sole discretion, decline to provide or continue any such representation.

16.                               Indemnification and Insurance

The Company shall continue to indemnify you and provide applicable directors’ and officers’ liability insurance coverage (including, where required, legal defense) for actions prior to the effective date of your employment termination to the same extent it indemnifies and provides liability insurance coverage to officers and directors and former officers and directors of the Company.

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17.                               Review Period

You acknowledge that, before signing this Agreement, you were given a period of at least 21 calendar days to consider this Agreement.  If the 21-day period has not elapsed at the time you sign this Agreement, you acknowledge that you have knowingly and voluntarily chosen to sign this Agreement before the expiration of that period.  You acknowledge that (a) you took advantage of this period to consider this Agreement before signing it; (b) you carefully read this Agreement; (c) you fully understand it; and (d) you are signing it voluntarily.  You further acknowledge that the Company encouraged you to discuss this Agreement with your attorney (at your own expense) before signing it and that you did so to the extent you deemed necessary.

18.                               Revocation of Agreement

You understand that you may revoke this Agreement in writing within seven (7) calendar days after you sign it, and the Agreement shall not become effective or enforceable until the end of the seven-day period.  To be effective, your written revocation must be submitted, in writing, and state “I hereby revoke acceptance of our Separation Agreement and General Release.”  The revocation must be personally delivered to Douglas Hardy, or mailed to him at 13515 Ballantyne Corporate Place, Charlotte North Carolina 28277 and postmarked within seven (7) calendar days of execution of this Agreement.  This Agreement shall not become effective or enforceable until the revocation period has expired.  If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the state where you reside, then the revocation period shall not expire until the next following day that is not a Saturday, Sunday, or legal holiday.  If you revoke this Agreement, the Company shall have no obligations under this Agreement.

19.                               Miscellaneous

This is the entire agreement between you and the Company.  This Agreement may not be modified in any manner except in writing signed by both you and an authorized Company official.  You acknowledge that the Company has made no representations or promises to you other than those in this Agreement.  Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction or by any arbitrator and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of the Agreement in full force and effect.  Notwithstanding this provision, however, the parties agree that the general release language of paragraph 5 cannot be modified by any court or by any arbitrator and shall remain in full force and effect.

This Agreement binds your heirs, administrators, personal representatives, executors, successors and assigns, and will apply to the benefit of all Released Parties and their respective heirs, administrators, personal representatives, executors, successors and assigns.

This Agreement shall be construed as a whole according to its fair meaning.  It shall not be construed strictly for or against you or any Released Party.  This Agreement shall be

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governed by the statutes and common law of the State of North Carolina, without regard to that state’s rules regarding conflict of laws.

YOU HAVE BEEN ADVISED THAT YOU HAVE UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS SEPARATION AGREEMENT AND GENERAL RELEASE AND HAVE BEEN ADVISED THAT YOU HAVE THE RIGHT TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS SEPARATION AGREEMENT AND GENERAL RELEASE. YOU AGREE THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.

HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH 1 ABOVE, YOU FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTER INTO THIS SEPARATION AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS YOU HAVE OR MIGHT HAVE AGAINST THE COMPANY.

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