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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.            )

 

 

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13515 Ballantyne Corporate Place
Charlotte, NC 28277
Telephone: (704) 752-4400
Facsimile: (704) 752-4405

March 23, 2011

Fellow Stockholders:

        You are cordially invited to attend the SPX Corporation Annual Meeting of Stockholders on May 5, 2011 at 8:00 a.m. (Eastern Time), at Hendrick Motorsport Team Center, 4433 Papa Joe Hendrick Boulevard, Charlotte, NC 28262.

        All SPX stockholders of record at the close of business on March 11, 2011 are welcome to attend the Annual Meeting, but it is important that your shares are represented at the Annual Meeting whether or not you plan to attend. To ensure that you will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.

        Along with the other members of your Board of Directors, I look forward to personally greeting those stockholders who attend this year's meeting. On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in the business of SPX.

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SPX Corporation

13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277

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Notice of Annual Meeting of Stockholders

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Thursday, May 5, 2011
8:00 a.m.
Hendrick Motorsport Team Center
4433 Papa Joe Hendrick Boulevard
Charlotte, NC 28262

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        The principal business of the Annual Meeting will be to:

1.

Elect three directors for a three-year term and one director for a two-year term;



2.

Request stockholder approval of the amendment and restatement of our 2002 Stock Compensation Plan;



3.

Request stockholder re-approval of our Executive Annual Bonus Plan;



4.

Conduct an advisory vote on our executive compensation practices;



5.

Conduct an advisory vote on how often stockholders will vote on our executive compensation practices;



6.

Ratify the appointment of Deloitte & Touche LLP as our independent public accountants for 2011; and



7.

Transact any other business as may properly come before the meeting or any adjournment thereof.

        You can vote at the Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on March 11, 2011. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

        This year, in order to help conserve natural resources and reduce our Annual Meeting expenses, we are electronically disseminating annual meeting materials to some of our stockholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. Stockholders for whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials containing convenient instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred.

Charlotte, North Carolina
March 23, 2011

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 5, 2011: The Notice of Annual Meeting, Proxy Statement and our 2010 Annual Report to Stockholders are available electronically at http://www.edocumentview.com/SPW.

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SPX Corporation

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QUESTIONS AND ANSWERS

Why am I receiving these materials?

        We are mailing or making available these materials to you because we are soliciting your proxy to vote your shares in connection with SPX's Annual Meeting, scheduled to take place on May 5, 2011, or at any adjournments or postponements of this meeting. We are first mailing or making available to stockholders this proxy statement, our Annual Report to Stockholders for the year ended December 31, 2010, and related materials, on or about March 23, 2011.

Are the Proxy Materials available electronically?

        Our proxy statement and our fiscal 2010 Annual Report to Stockholders are also available at our website at http://www.spx.com. Additionally, and in accordance with Securities and Exchange Commission ("SEC") rules, you may access our proxy statement at http://www.edocumentview.com/SPW, which does not have "cookies" that identify visitors to the site.

Why did I receive a one-page Notice of Internet Availability of Proxy Materials rather than a full set of Proxy Materials?

        SEC rules allow companies to provide stockholders with access to Proxy Materials over the internet rather than mailing the materials to stockholders. Accordingly, to conserve natural resources and reduce costs, we are sending many of our stockholders a Notice of Internet Availability of Proxy Materials. The Notice provides instructions for accessing the Proxy Materials on the website referred to in the Notice or for requesting printed copies of the Proxy Materials. The Notice also provides instructions for requesting the delivery of the Proxy Materials for future annual meetings in printed form.

How can I attend the Annual Meeting?

        You may attend the Annual Meeting if you were an SPX stockholder of record as of the close of business on March 11, 2011 or you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If you are a stockholder of record or hold your shares through the SPX 401(k) Plan, your name will be verified against the list of stockholders of record or plan participants on the record date prior to your being admitted to the Annual Meeting. If you are not a stockholder of record but hold shares through a broker, trustee or nominee, you should provide proof of beneficial ownership on the record date, such as a recent account statement showing your ownership, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership.

What am I voting on?

        We are soliciting your vote on:

1.

The election of three directors for a three-year term and one director for a two-year term;



2.

Approval of the amendment and restatement of our 2002 Stock Compensation Plan;



3.

Re-Approval of our Executive Annual Bonus Plan;



4.

Our executive compensation practices (sometimes referred to as "say on pay");

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How often stockholders will vote on our executive compensation practices (sometimes referred to as "frequency of say on pay"); and



6.

Ratification of the appointment of Deloitte & Touche LLP as our independent public accountants for 2011.

Who is entitled to vote?

        Stockholders at the close of business on March 11, 2011 (the record date) are entitled to vote. On that date, there were 50,948,531 shares of SPX common stock outstanding.

How many votes do I have?

        Each share of SPX common stock that you own entitles you to one vote.

Can I vote in person at the Annual Meeting?

        Yes. If you were a stockholder on the record date, you can vote your shares of common stock in person at the Annual Meeting. If your shares are held through a broker, trustee or nominee, you may vote your shares in person only if you have a legal proxy from the entity that holds your shares giving you the right to vote the shares. A legal proxy is a written document from your brokerage firm, trustee or bank authorizing you to vote the shares it holds for you in its name. If you attend the meeting and vote your shares by ballot, your vote at the meeting will revoke any vote you submitted previously over the internet, by telephone or by mail. Even if you currently plan to attend the meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to attend the meeting.

How do I vote if I don't attend the Annual Meeting?

        If you do not attend the Annual Meeting, or prefer to register your vote prior to the meeting, you may vote your shares in several ways. If your shares are held through a broker, trustee or nominee, you may vote your shares before the meeting over the internet by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card you received or, if you received a voting instruction form from your brokerage firm, bank, or other similar entity by mail, by completing, signing, and returning the form you received. You should check your voting instruction form to see if telephone or internet voting is available to you.

        If your shares are held in your name, you may vote your shares before the meeting over the internet by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card you received for that account.

        If you received more than one Notice of Internet Availability of Proxy Materials or proxy card, this means you hold shares of our common stock in more than one account. You should complete, sign, date, and return each proxy card or vote all shares over the internet or by telephone for each of your accounts. If you vote over the internet or by telephone, you should not mail back any proxy card you received.

How does discretionary voting authority apply?

        If you sign, date and return your proxy card, your vote will be cast as you direct. If your proxy card does not indicate how you want to vote, you give authority to Christopher J. Kearney and Patrick J. O'Leary to vote on the items discussed in these Proxy Materials and any other matter that is properly brought at the Annual Meeting. In such a case, your vote will be cast:

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FOR the election of the director nominees;

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FOR the approval of the amendment and restatement of our 2002 Stock Compensation Plan;



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FOR the re-approval of our Executive Annual Bonus Plan;



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FOR the approval of our executive compensation practices;



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FOR holding an advisory vote on our executive compensation practices each year;



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FOR the ratification of the appointment of Deloitte & Touche LLP as our independent public accountants for 2011; and



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FOR or AGAINST any other properly raised matters at the discretion of Messrs. Kearney and O'Leary.

May I revoke my proxy?

        You may revoke your proxy in one of four ways at any time before it is exercised:

1.

Notify our Corporate Secretary in writing before the Annual Meeting that you are revoking your proxy.



2.

Submit another proxy with a later date.



3.

Vote by telephone or internet after you have given your proxy.



4.

Vote in person at the Annual Meeting.

What constitutes a quorum?

        The presence, in person or by proxy, of the holders of one-third of the total number of shares of SPX stock issued and outstanding and entitled to vote at the Annual Meeting constitutes a quorum. You will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or internet or if you attend the Annual Meeting.

        Abstentions are counted as "shares present" at the Annual Meeting for purposes of determining whether a quorum exists. Proxies submitted by banks, brokers or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some of or all the proposals because that holder does not have voting authority and has not received voting instructions from you (so-called "broker non-votes") are also considered "shares present" for purposes of determining whether a quorum exists. If you are a beneficial owner, these holders are permitted to vote your shares on the ratification of the appointment of our independent public accountants, even if they do not receive voting instructions from you.

What vote is required to approve each proposal?

        Election of Directors:    A majority of votes cast at the Annual Meeting must approve the election of each director. A majority of votes cast means that the number of shares voted "for" a director must exceed the number of shares voted "against" that director. If you do not want to vote your shares for or against one or more of the nominees, you may indicate that in the space marked "abstain" on the proxy card or as prompted during telephone or internet voting, and your vote will not count either "for" or "against" the nominee. A broker non-vote is not considered as a share voted or having the power to vote and will not affect the outcome of the vote.

        Say on Pay and Frequency of Say on Pay:    Each of the say on pay and frequency of say on pay votes are advisory only, but our Board of Directors will consider carefully the results of the vote. A majority of votes cast for or against the say on pay proposal will determine whether you approve of our compensation practices. We will regard a plurality of votes cast with respect to the choices presented on the frequency of say on pay proposal as a reflection of the overall preference of our

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stockholders. "Abstain" votes on the say on pay and frequency of say on pay proposals will have no practical impact. A broker non-vote is not considered as a share voted or having the power to vote and will not affect the outcome of the vote.

        Ratification of the Appointment of Independent Public Accountants:    Although we are not required to submit the appointment of our independent public accountants to a vote of stockholders, we believe that it is appropriate to ask that you ratify the appointment. Ratification of the appointment of Deloitte & Touche LLP as our independent public accountants requires the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting. An abstention will have the effect of a vote against the ratification of the appointment of Deloitte & Touche LLP as our independent public accountants since it is one less vote for approval.

        Approval of Other Proposals:    The affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting is required to approve the proposals regarding our plans, as well as any other action that may properly come before the meeting. An abstention will have the effect of a vote against the applicable proposal since it is one less vote for approval. A broker non-vote is not considered as a share voted or having the power to vote and will not affect the outcome of the vote.

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The New York Stock Exchange (the "NYSE") does not consider the election of directors or matters relating to compensation to be routine. Unless the broker has received instructions from you, any broker holding shares for you will not have the ability to cast votes with respect to the election of directors, the approval of the proposals regarding our plans, or the advisory votes on our executive compensation practices or on how often to hold an advisory vote on our executive compensation practices. It is important, therefore, that you provide instructions to your broker if your shares are held by a broker so that your vote with respect to the election of directors or matters relating to compensation is counted.

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How do I submit a stockholder proposal?

        For a proposal to be included in our proxy statement for the 2012 Annual Meeting, you must submit it no later than November 24, 2011. Your proposal must be in writing and comply with the proxy rules of the SEC. You should send your proposal to our Corporate Secretary at our address on the cover of this proxy statement.

        You also may submit a proposal that you do not want included in the proxy statement but that you want to raise at the 2012 Annual Meeting. We must receive this type of proposal in writing on or after December 7, 2011, but no later than January 6, 2012.

        As detailed in our by-laws, to bring a proposal other than the nomination of a director before an annual meeting, your notice of proposal must include: (1) a brief description of the business you want to bring before the meeting; (2) the reasons for conducting such business at the meeting; (3) your name and address as they appear on our stock records, as well as the name and address of any beneficial owner of the shares; (4) the class and number of shares of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (5) a description of certain agreements, arrangements or understandings entered into by you or any beneficial owner with respect to the shares (which information must be supplemented as of the record date); (6) any material interest you or any beneficial owner may have in the business you want to bring before the meeting; (7) a description of all agreements, arrangements and understandings between you or any beneficial

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owner and any other persons (including their names) in connection with the proposal of the business; and (8) any other information regarding you or any beneficial owner that would be required under the SEC's proxy rules and regulations. You should send your proposal to our Corporate Secretary at our address on the cover of this proxy statement.

How do I recommend a director nominee?

        If you wish to recommend a nominee for director for the 2012 Annual Meeting, our Corporate Secretary must receive your written nomination on or before January 6, 2012. You should submit your proposal to our Corporate Secretary at our address on the cover of this proxy statement. As detailed in our by-laws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include: (1) your name and address, as well as the name and address of any beneficial owner of the shares, and the name and address of the nominee; (2) the class and number of shares of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (3) a description of certain agreements, arrangements or understandings entered into by you or any beneficial owner with respect to the shares (which information must be supplemented as of the record date); (4) a statement that you are a record holder of SPX shares entitled to vote at the meeting and that you plan to appear in person or by proxy at the meeting to make the nomination; (5) a description of all arrangements or understandings between you and any other persons pursuant to which you are making the nomination; (6) any other information regarding you, any beneficial owner, or the nominee that the rules of the SEC require to be included in a proxy statement; (7) the nominee's agreement to serve as a director if elected; and (8) a statement as to whether each nominee, if elected, intends to tender, promptly following his or her election or re-election, an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election and the acceptance of such resignation by the Board of Directors, in accordance with our Corporate Governance Guidelines. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such nominee to serve as an independent director.

Who pays to prepare, mail and solicit the proxies?

        We will pay all the costs of preparing, mailing and soliciting the proxies. We will ask brokers, banks, voting trustees and other nominees and fiduciaries to forward the Proxy Materials to the beneficial owners of SPX common stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing Proxy Materials, our directors, officers and employees may solicit proxies in person, by telephone or otherwise. These individuals will not be specially compensated. We have retained Georgeson Inc. to assist us in soliciting your proxy and will pay them an estimated fee of $9,000 plus reasonable out-of-pocket expenses. Georgeson will ask brokerage houses and other custodians and nominees whether other persons are beneficial owners of SPX common stock. If so, we will supply them with additional copies of the Proxy Materials for distribution to the beneficial owners. We will also reimburse banks, nominees, fiduciaries, brokers and other custodians for their costs of sending the Proxy Materials to the beneficial owners of SPX common stock.

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PROPOSAL NUMBER ONE

ELECTION OF DIRECTORS

        Seven directors currently serve on our Board of Directors. The directors are divided into three classes. There are currently two directors in the first class, three directors in the second class, and two directors in the third class. At this Annual Meeting, you will be asked to elect three directors for the second class and one director in the first class. Three directors will continue to serve on the Board of Directors as described below.

        Our Board of Directors waived the requirement of our Corporate Governance Guidelines that non-management directors retire from the Board of Directors at the conclusion of their term following their 70^th birthday as it applied to Mr. Campbell, and asked Mr. Campbell to serve one additional term. Mr. Campbell has agreed and will stand for re-election at this annual meeting.

        Each of Mr. Campbell, Mr. Fullwood, Mr. Mancuso, and Mr. Lisenby are current SPX directors. Mr. Campbell, Mr. Fullwood, and Mr. Mancuso, if elected, will each serve for a term of three years, until a qualified successor director has been elected, or until he resigns, retires or is removed by the stockholders for cause. Mr. Lisenby was appointed, effective January 10, 2011, to the position vacated by Dr. Fitzpatrick upon his resignation, effective January 7, 2011, and is standing for election pursuant to the requirement of our by-laws that any director elected by the other directors to fill any vacancies shall stand for election by stockholders at the next annual meeting of stockholders. Mr. Lisenby currently serves as a member of the first director class and, if elected at this Annual Meeting, will serve for a term of two years.

        Each nominee has agreed to tender, promptly following his election or re-election, an irrevocable resignation effective upon his failure to receive the required vote for re-election at the next meeting at which he would face re-election and the acceptance of such resignation by the Board of Directors, in accordance with our Corporate Governance Guidelines.

        Your shares will be voted as you specify on the enclosed proxy card. If you do not specify how you want your shares voted, we will vote them FOR the election of each of Mr. Campbell, Mr. Fullwood, Mr. Mancuso, and Mr. Lisenby. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another person for any of the nominees, your shares will be voted FOR that other person. The Board of Directors does not

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anticipate that any of the nominees will be unable to serve. The nominees and continuing directors have provided the following information about themselves.

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        YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR EACH OF THE DIRECTOR NOMINEES

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

        As part of its ongoing commitment to good corporate governance, the Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines. These guidelines assist the Board of Directors in the exercise of its responsibilities and may be amended by the Board of Directors from time to time. Our Corporate Governance Guidelines comply with the applicable requirements of the listing standards of the NYSE, and are available on our website (www.spx.com) under the heading Investor Relations—Corporate Governance.

Code of Business Conduct

        We have adopted a Code of Business Conduct that applies to all our directors, officers and employees, including our CEO and senior financial and accounting officers. Our Code of Business Conduct requires that all our directors, officers and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our, and our stockholders', best interest. In addition, our Code of Business Conduct acknowledges special ethical obligations for financial reporting. The Code of Business Conduct meets the requirements of a code of business conduct and ethics under the listing standards of the NYSE and the requirement of a "Code of Ethics" as defined in the rules of the SEC. We maintain a current copy of our Code of Business Conduct, and will promptly post any amendments to or waivers of our Code of Business Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website (www.spx.com) under the heading Investor Relations—Corporate Governance—Commitment to Compliance.

Director Independence

        Our Corporate Governance Guidelines state that a substantial majority of the Board of Directors will consist of directors who meet the independence requirements of the listing standards of the NYSE. Accordingly, on an annual basis, our Board of Directors reviews whether each of our directors is independent. The Board of Directors has adopted categorical Independence Standards to help guide it in this process. Our Independence Standards are available on our website (www.spx.com), under the heading Investor Relations—Corporate Governance. Members of the Audit Committee, Compensation Committee and Nominating and Governance Committee must meet all applicable independence tests of the NYSE and SEC. Based on its most recent annual review, the Board of Directors has concluded that Mr. Campbell, Mr. Fullwood, Mr. Mancuso, Mr. Koch, and Ms. Wyrsch, are independent as defined in our Independence Standards and the listing standards of the NYSE. The Board of Directors has concluded that Mr. Kearney and Mr. Lisenby are not independent as defined in our Independence Standards and the listing standards of the NYSE. The Board of Directors determined that Mr. Lisenby is not independent because he was an executive officer of Nucor Corporation at a time Mr. Kearney, our Chairman, President, and CEO, served on the Compensation Committee of Nucor. We are aware of no reason why Mr. Lisenby could not be determined to be independent beginning in January 2013, three years following his retirement from Nucor.

        The non-employee members of the Board of Directors meet in executive session without management at least six times per year. In addition, the non-employee members of the Board of Directors meet in executive session with the CEO and such other management as the Board of Directors deems appropriate on a regular basis. Meetings of non-employee directors are chaired by the Lead Director. Mr. Campbell is our current Lead Director.

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Charitable Contributions

        It is the policy of the Board of Directors that no officer or director shall solicit contributions for charities from other officers or directors or directly from SPX if the director or officer soliciting the contributions personally controls the charity. In addition, no officer or director shall solicit contributions from other officers or directors for charities controlled by SPX.

        From time to time, SPX may make contributions to charitable organizations for which a member of our Board of Directors or one of our executive officers serves as a director or officer. In the past three fiscal years, however, the amount of any of these contributions in any single fiscal year has not exceeded the greater of (a) $1 million or (b) 2% of the charitable organization's consolidated gross revenues.

Risk Oversight

        The full Board exercises risk oversight at SPX. Committees are designated to take the lead in discrete areas of risk oversight when appropriate. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements, the Compensation Committee is primarily responsible for risk oversight relating to executive compensation, and the Nominating and Governance Committee is primarily responsible for risk oversight relating to corporate governance. Committees report to the Board on risk management matters.

        Management presents to the full Board its view of the top risks facing SPX in a dedicated "enterprise risk management" presentation at least once a year. Matters such as risk appetite and management of risk are also discussed at this meeting. In addition, risk is explicitly addressed in a wide range of Board discussions, including those relating to Segment or business unit activities, specific corporate functions (such as treasury, intellectual property, tax, capital allocation, etc.), and consideration of extraordinary transactions. As part of these discussions, our directors ask questions, offer insights, and challenge management to continually improve its risk assessment and management. The Board has full access to management, as well as the ability to engage advisors, in order to assist it in its risk oversight role.

Communications with Directors

        Interested parties may communicate with any of our non-employee directors by writing to the director in care of our Corporate Secretary at our address shown on the cover of this proxy statement. In accordance with the policy adopted by our non-employee directors, our Corporate Secretary will promptly relay to the addressee all communications that he determines require prompt attention by a non-employee director and will regularly provide the non-employee directors with a summary of all substantive communications.

Board Qualifications and Diversity

        The Nominating and Governance Committee selects individuals as director nominees based on their business and professional accomplishments, integrity, demonstrated ability to make independent analytical inquiries, ability to understand our business, absence of conflicts of interest, and willingness to devote the necessary time to Board duties. Neither the Board nor the Nominating and Governance Committee has set minimum requirements with respect to age, education or years of business experience or set specific required skill sets for directors, but the Committee requires that each director has a proven record of success and leadership. The Nominating and Governance Committee seeks to structure the Board of Directors such that it consists of a diverse group of individuals, each with a unique combination of skills, experience, and background. The Committee has no set diversity policy or targets, but will place appropriate emphasis on certain skills, experience, or background that it determines add or would add value to our Board. Knowledge of our industry and strategic perspective, as well as accounting expertise and experience on other Boards, are examples of attributes that our Board and the Nominating and Governance Committee

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consider to be key. The Nominating and Governance Committee also considers effective interaction among Board members and between the Board of Directors and management to be crucial factors in considering individuals for nomination.

        We believe that each director brings a wealth of experience, talent, and diverse perspective that, individually and in the aggregate, adds value to our company. As our Corporate Governance Guidelines state, our Nominating and Governance Committee, and ultimately our Board, selects individuals as director nominees based on the totality of their business and professional accomplishments, integrity, demonstrated ability to make independent analytical inquiries, ability to understand our business, absence of conflicts of interest and willingness to devote the necessary time to Board duties. For a better understanding of the qualifications of each of our directors, we encourage you to read their biographies, beginning on p. 7 of this proxy, as well as other publicly available materials discussing their careers and experiences.

Director Nominees

        The Nominating and Governance Committee is responsible for proposing director nominees and will consider director nominee recommendations offered by stockholders in accordance with our by-laws.

        At such times as the Board of Directors and the Nominating and Governance Committee determine there is a need to add or replace a director, the Nominating and Governance Committee identifies director candidates through references by its members, other directors, management, or outside search firms, if appropriate. Mr. Lisenby was originally recommended to the Nominating and Governance Committee as a potential director candidate by Mr. Kearney.

        In considering individuals for nomination, the Nominating and Governance Committee consults with our CEO. A director's qualifications in meeting the criteria discussed above under "Board Qualifications and Diversity" are considered at least each time the director is re-nominated for Board membership. The Committee applies the same process and standards to the evaluation of each potential director nominee, regardless of whether he or she is recommended by one or more stockholders or is identified by some other method.

        Once the Nominating and Governance Committee identifies a director candidate, directors and members of management interview the candidate. Following that process, the Nominating and Governance Committee and the Board of Directors determine whether to nominate the candidate for election at an annual meeting of stockholders or, if applicable, to appoint the candidate as a director. Any such nomination or appointment is subject to acceptance by the candidate. Our by-laws require that any director appointed to the Board of Directors other than at an annual meeting of stockholders is submitted for election by our stockholders at the next annual meeting.

        If you wish to recommend a nominee for director for the 2012 Annual Meeting, our Corporate Secretary must receive your written nomination on or before January 6, 2012. You should submit your proposal to our Corporate Secretary at our address on the cover of this proxy statement. As detailed in our by-laws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include: (1) your name and address, as well as the name and address of any beneficial owner of the shares, and the name and address of the nominee; (2) the class and number of shares of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (3) a description of certain agreements, arrangements or understandings entered into by you or any beneficial owner with respect to the shares (which information must be supplemented as of the record date); (4) a statement that you are a record holder of SPX shares entitled to vote at the meeting and that you plan to appear in person or by proxy at the meeting to make the nomination; (5) a description of all arrangements or understandings between you and any other persons pursuant to which you are making the nomination; (6) any other information regarding you, any

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beneficial owner, or the nominee that the rules of the SEC require to be included in a proxy statement; (7) the nominee's agreement to serve as a director if elected; and (8) a statement as to whether each nominee, if elected, intends to tender, promptly following his or her election or re-election, an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election and the acceptance of such resignation by the Board of Directors, in accordance with our Corporate Governance Guidelines. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such nominee to serve as an independent director.

Director Election

        In uncontested elections, we elect directors by majority vote. Under this majority vote standard, each director must be elected by a majority of the votes cast with respect to that director, meaning that the number of shares voted "for" a director exceeds the number of shares voted "against" that director. In a contested election, directors are elected by a plurality of the votes represented in person or by proxy at the meeting. An election is contested if the number of nominees exceeds the number of directors to be elected. Whether or not an election is contested is determined ten days in advance of the date we file our definitive proxy statement with the SEC. This year's election is uncontested. Accordingly, the majority vote standard will apply.

        If a nominee already serving as a director were not elected at an annual meeting, Delaware law provides that the director would continue to serve on the Board as a "holdover director" until his or her successor is elected. Our Nominating and Governance Committee, however, has established procedures requiring directors to tender to the Board advance resignations. These procedures are set forth in our Corporate Governance Guidelines and provide that the Board will nominate for election or re-election as a director only candidates who agree to tender, promptly following each annual meeting of stockholders at which they are elected or re-elected as a director, irrevocable resignations that will be effective only if (1) the director fails to receive a sufficient number of votes for re-election at the next annual meeting of stockholders at which he or she faces re-election and (2) the Board accepts the resignation. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with this provision.

        In the event a resignation is triggered as a result of a director not receiving a majority vote, the Nominating and Governance Committee will consider the resignation and make a recommendation to the Board on whether to accept or reject it, or whether other action should be taken. The Board will consider the Committee's recommendation and publicly disclose its decision and the rationale behind it in a Current Report on Form 8-K filed with the SEC within 90 days from the date of the certification of the election results. At the 2010 Annual Meeting, each director received a majority of the votes cast for his election.

Attendance at Annual Meeting

        It is our policy to invite all members of our Board of Directors to attend our Annual Meeting. While their attendance is not required, each of our directors serving at the time of our last Annual Meeting attended that Meeting. We expect all our directors to attend the 2011 Annual Meeting.

Compensation Advisor

        In prior years, our Compensation Committee retained an individual, employed by Towers Watson Worldwide ("Towers Watson"), as its outside compensation advisor. In August 2010, our Compensation Committee retained Frederic W. Cook & Co. Inc. ("FW Cook") as its outside compensation advisor.

        The outside compensation advisor:

•

provides competitive market data on compensation amounts and structure;

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•

works with management on recommendations on compensation amounts and structure for all executive officers and directors other than the Chairman, President, and CEO;



•

presents to the Compensation Committee recommendations on compensation amounts and structure for the Chairman, President, and CEO;



•

reviews and comments on management's recommendations relating to executive officer compensation;



•

recommends the list of peer companies against which we benchmark our executive officer and director compensation for approval by the Compensation Committee;



•

reviews proxy statement disclosures; and



•

advises the committees on regulatory, best practice, and other developments in the area of executive and director compensation.

        Fees incurred in 2010 for advice to and services for the Compensation Committee and the Nominating and Governance Committee relating to compensation of our executive officers and directors were $229,000 for the Towers Watson advisor and $170,065 for FW Cook.

        The Compensation Committee has directed its outside compensation advisor to collaborate with management, including our human resources function, to obtain data, clarify information, and review preliminary recommendations prior to the time they are shared with the relevant Committee.

        The Compensation Committee has determined that the outside compensation advisor provides objective and competent advice. The following protocols are designed to help ensure objectivity:

•

The advisor reports directly to the Compensation Committee or, in the case of matters relating to director compensation, to the Nominating and Governance Committee;



•

Only the Compensation Committee or the Nominating and Governance Committee has the authority to retain or terminate the advisor; and



•

The advisor meets as needed with Committee members, without the presence of management.

        Towers Watson provides services to our company including advice relating to non-executive officer compensation, retirement and pension plan administration and actuarial work, healthcare strategy and pricing, due diligence and integration in connection with mergers and acquisitions, technology solutions and survey data services. Fees incurred in 2010 for additional services provided by Towers Watson were $7.7 million. FW Cook has provided no services to our company other than in its role as outside compensation advisor to the Compensation Committee and Nominating and Governance Committee.

        FW Cook may provide other consulting services to the Company, with approval from the Compensation Committee or Nominating and Governance Committee. The Compensation Committee reviews FW Cook's services and related fees on an annual basis.

Related-Party Transactions

        Pursuant to its charter and a written related-party policy, the Audit Committee is charged with reviewing and approving any related-party transactions. A related-party transaction is a transaction involving SPX and any of the following persons: a director, director nominee or executive officer of SPX; a holder of more than 5% of SPX common stock; or an immediate family member or person sharing the household of any of these persons. When considering a transaction, the Audit Committee is required to review all relevant factors, including whether the transaction is in the best interest of our company, our company's rationale for entering into the transaction, alternatives to the transaction, whether the transaction is on terms at least as fair to our company as would be the case were the transaction entered into with a third party, potential for an actual or apparent conflict of interest, and the extent of the related party's interest in the transaction. Our legal staff is primarily

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responsible for the development and implementation of procedures and controls to obtain information from our directors and officers relating to related-party transactions and then determining, based on the facts and circumstances, whether we or a related party has a direct or indirect material interest in the transaction. Currently, the only related-party transactions requiring disclosure are the interest-free loans made in 2001 to Messrs. Kearney, O'Leary and Foreman, as described in "Compensation Discussion and Analysis—2010 Compensation—Other Benefits and Perquisites," beginning on p. 33.

        In the course of the Board of Directors' determination regarding the independence of each of the non-employee directors, the Audit Committee considered the following transactions, relationships or arrangements. Each of Mr. Koch, Mr. Mancuso, Mr. Fullwood, Ms. Wyrsch, and Mr. Lisenby is or within the last three years has been a director, officer, or beneficial owner of a company that conducts business with SPX. In each case, the Audit Committee determined that the amount of sales to or purchases from the respective company was below the greater of $1 million per annum or two percent of the annual revenue of each of the other companies and SPX, and that the transactions otherwise were not directly influenced by and did not redound significantly to the benefit of the relevant SPX director. In addition, the Audit Committee determined that none of these transactions presented an actual or apparent conflict of interest or adversely affected the director's independence. No member of our Board or management was aware of any relevant transactions other than those described in this section.

Board Leadership Structure

        Our Board has no fixed policy or position on whether the roles of Chairman and Chief Executive should be separate or combined, but rather makes leadership structure decisions such as this in consideration of then-current circumstances. Currently, Christopher J. Kearney is our CEO and President, and the Chairman of our Board. J. Kermit Campbell, a longtime member of our Board, is our Lead Director. The Lead Director is elected by and from the independent directors and has clearly delineated duties. These duties, as set forth in our Corporate Governance Guidelines, include acting as principal liaison between the independent directors and the Chairman and Chief Executive Officer, chairing meetings of independent directors, developing the Board's agendas in collaboration with the Chairman and Chief Executive Officer, and reviewing and advising on the quality of the information provided to the Board.

        We believe the leadership structure outlined above is best for our company and our stockholders at this time. The balance between our Chairman and our Lead Director has resulted in efficient leadership, and both Mr. Kearney and Mr. Campbell have effectively handled their roles. Furthermore, having a single leader for both the company and the Board minimizes the potential for confusion or duplication of efforts, and provides clear leadership and accountability for our company. We believe there is good communication between management and non-employee directors, and that our outside directors are able to carry out their oversight responsibilities effectively.

        The Lead Director's involvement in setting Board agendas and reviewing and commenting on information provided to the Board helps ensure an adequate flow of information to the Board. In addition, the small size of our Board and the relationship between management and non-employee directors put each director in a position to influence agendas, flow of information, and other matters. Our non-employee directors meet regularly in private session, without management, as part of our Board meetings and can also call additional meetings of the non-employee directors at their discretion.

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Board Committees

        The Board of Directors met six times during 2010. The Board of Directors currently has a standing Audit Committee, Compensation Committee and Nominating and Governance Committee. Each director attended at least 75% of the meetings of the Board of Directors and of the committees on which he or she served during the period for which he or she served in 2010. Each committee has adopted a charter that specifies the composition and responsibilities of the committee. Each committee charter is posted on our website (www.spx.com) under the heading Investor Relations—Corporate Governance.

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DIRECTOR COMPENSATION

        Directors who are SPX employees receive no compensation for their services as directors. We compensate non-employee directors under the SPX Corporation 1997 Non-Employee Directors' Compensation Plan (the "1997 Directors' Plan") and the SPX Corporation 2006 Non-Employee Directors' Stock Incentive Plan (the "2006 Directors' Plan").

Cash and Equity Compensation

        We compensate our non-employee directors using a combination of cash and equity. The Nominating and Governance Committee reviews non-employee director compensation from time to time.

        The annual retainer for non-employee directors for 2010 increased to $90,000 from $75,000 in 2009. No additional compensation was awarded for service as a member of any committee, service as chair of any committee or attendance at meetings. Our Lead Director received additional 2010 compensation for that role in the amount of $25,000. Mr. Kearney is our Chairman, and receives no compensation for his service in that role.

        In addition to a cash retainer, each non-employee director receives equity awards. Each of the Nominating and Governance Committee and the Board of Directors believes that awarding equity grants subject to performance vesting helps ensure that our directors will continue to focus on improving both short-term and long-term stockholder value. Each director receives annual grants of 2,500 shares of restricted stock under the 2006 Directors' Plan. The restricted stock shares have a three-year vesting period based on SPX stockholder return versus the S&P 500. On each vesting date, we compare SPX stockholder return to the performance of the S&P 500 for the prior year and for the cumulative period since the date of the grant. If SPX outperforms the S&P 500 for the prior year, the one-third portion of the grant associated with that year will vest. If SPX outperforms the S&P 500 for the cumulative period, any unvested portion of the grant that was subject to vesting on or prior to the vesting date will vest. Shares of restricted stock that do not vest within the three-year vesting period in accordance with these performance requirements are forfeited. The third tranche of 2008, the second tranche of 2009, and the first tranche of 2010 restricted stock grants each vested at the beginning of 2011 as a result of SPX's total stockholder return exceeding that of the S&P 500 index during 2010. The first tranche of the 2008 restricted stock grants did not vest in 2011, due to SPX's total stockholder return not exceeding the performance of the S&P 500 index for the cumulative period since the grant date. Since this tranche also did not vest in either of 2009 (the first year in which it could have vested) or 2010, this tranche was forfeited.

        Directors receive dividends on the unvested portion of their restricted stock for grants made prior to 2010. Beginning with the 2010 grant of restricted stock, any cash dividends paid with respect to any shares of restricted stock will be deposited in the director's name in an escrow or similar account maintained by SPX Corporation for that purpose. These dividends are subject to the same time and performance restrictions as the shares of restricted stock to which they relate, and are payable only after the date the related shares of restricted stock vest. Dividends will be forfeited if the restricted stock on which those dividends were paid is forfeited.

Deferred Compensation Program for Non-Employee Directors

        The 1997 Directors' Plan provides that each non-employee director may defer up to 100% of his or her annual retainer. Our Lead Director may also defer up to 100% of the Lead Director payment. Amounts so deferred may be invested through a grantor trust in the form of share units or money credits deposited in one or more funds offered by the plan's trustee. The interest rate earned on the money credits is not above-market or preferential. We distribute amounts deferred

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pursuant to this program to each non-employee director in a lump sum payment at the earlier of age 70 or termination of his or her service as a director of SPX.

Other

        The SPX Foundation (the "Foundation") will make matching donations for qualified charitable contributions for any non-employee director up to a total of $20,000 per annum.

Stock Ownership Guidelines

        Non-employee director stock ownership guidelines are three times the annual retainer. Each director is requested to attain the desired level of ownership within five years of the later of the date of appointment as a director or December 2006, the date the stock ownership guidelines were last increased. Each current director other than Ms. Wyrsch and Mr. Lisenby met the minimum stock ownership guidelines as of March 11, 2011. Each of Ms. Wyrsch and Mr. Lisenby has been a director of our company for less than five years, and thus is not currently required to meet the stock ownership guidelines.

Director Compensation Table

        The following table summarizes the compensation of our directors who served during 2010. Mr. Kearney, our Chairman, President and CEO, receives no compensation in connection with his service as a director and, accordingly, is omitted from this table.

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OWNERSHIP OF COMMON STOCK

Directors and Officers

        The following table shows how much of our common stock the directors, named executive officers, and all officers and directors as a group beneficially owned as of March 11, 2011. The "named executive officers" are the Chief Executive Officer, the Chief Financial Officer, and the other three most highly compensated officers who were serving at the end of the last fiscal year.

        Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or officer can vote or transfer and stock options that are exercisable currently or become exercisable within 60 days. The number of our shares beneficially owned by each of the named executive officers and by all directors and officers as a group includes shares held in the SPX Corporation Retirement Savings and Stock Ownership Plan. Except as otherwise noted, the stockholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them.

        The percent of SPX common stock owned is based on 50,948,531 shares outstanding as of March 11, 2011.

Other Principal SPX Stockholders

        Set forth in the table below is information about persons whom we know to be the beneficial owners of more than five percent of the issued and outstanding shares of our common stock. The

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percent of class held is based on 50,948,531 shares of our common stock outstanding on March 11, 2011.

SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires that SPX's officers, directors and 10% stockholders file reports of ownership and changes of ownership of SPX common stock with the SEC and the NYSE. Based on a review of copies of these reports provided to us and written representations from officers and directors, we believe that all filing requirements were met.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        The Compensation Committee of the Board of Directors (the "Committee") sets compensation for our executive officers and oversees our executive compensation programs. Throughout this section, named executive officer ("NEO") compensation decisions referred to as being taken by "us" or "we," or similar first person terms, were taken by the Committee.

        The discussion of performance targets is exclusively in the context of executive compensation, and you should not use these targets for any other purpose, or regard them as an indication of management's expectations of future results.

        References to "bonuses" herein are to performance-based payments reflected as Non-Equity Incentive Plan Compensation in the Summary Compensation Table on p. 37.

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Executive Compensation Overview

        The sound design of NEO compensation is critically important to SPX, our stockholders and employees. We seek to attract the best talent and, having done so, make sure SPX is not just a stepping stone to another company.

        Company Performance:    At the end of 2009 and beginning of 2010 (the time period in which we set 2010 compensation and performance targets for our NEOs), we continued to face significant challenges in our business, due primarily to the global recession. The value of our stock had recovered from earlier lows, but was still significantly below the levels seen in 2008.

        During the course of 2010 (the time period over which stock vesting and bonus results were measured), our stock delivered a total stockholder return of just under 33%, significantly outperforming the S&P 500 (the benchmark against which we measure our stock performance). We met or exceeded all the operating goals we set at the beginning of the year. As we anticipated, operating results generally were on par with or showed a decline from 2009, as we continued to suffer the effects of the recession, but cash performance remained strong. We continued to see positive results from restructuring effected in 2008 and 2009, as well as from other ongoing operating initiatives. We also saw some recovery in our early-cycle businesses, particularly in the second half of the year.

        During 2010, our Test and Measurement Segment, led by Mr. Kowalski, showed significant operating improvement from recent years, as the automobile industry showed signs of recovery.

2010 Compensation:

•

Overall:



o

As in 2009, our overall NEO direct compensation (salary, bonus, and equity) was significantly lower than in 2008, reflecting the impact of the global recession and our pay-for-performance approach. Compensation rebounded somewhat from the 2009 lows, as the value of stock awards increased along with the price of our stock. NEOs did not generally see an increase in their bonuses, consistent with company performance in 2009 and 2010.



•

Salary:  No NEO received a salary increase.



•

Bonuses:



o

As in 2009, 2010 bonuses were about 25% of those paid in 2008.



o

No NEO received a target bonus opportunity increase.

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o

Only Mr. Kowalski received an increase in total bonus actually paid, due to the improved performance of the Test and Measurement Segment.



o

Despite our reduced expectations for 2010, consistent with prior years, we set bonus targets in a manner requiring an improvement in profitability and achievement of cash flow targets.



o

Corporate NEOs were paid 50% of target bonus for the second year in a row, as we exceeded the top end of our cash flow targets, but did not meet the minimum requirement for payment under our profitability metric. Mr. Kowalski received 98.7% of his target bonus, due to a combination of corporate and his Segment's performance.



•

Stock Grants:



o

Mr. Lilly received a 2,500 share increase from 2009, for market adjustment reasons. The other NEOs received no increase in shares of stock awarded.



o

In 2010, we continued to award equity based primarily on number of shares rather than value. A significant rebound (approximately 33%) of the price of our stock compared to 2009 caused the value of equity awarded to our NEOs in 2010 to increase proportionately, but the 2010 stock grants were still significantly lower in value than those awarded in 2008, reflecting the decline in value of our stock in the second half of 2008.



o

In the first quarter of 2011, NEOs forfeited the first tranche of the stock grant awarded in 2008, representing $4,479,992 in value, because our stock did not outperform the S&P 500 during the relevant measurement periods. The Summary Compensation Table does not reflect the loss in value represented by that forfeiture.

        Compensation Structure:    Our NEO pay is designed to reward, retain and motivate NEOs through compensation payable during their working years (salary, bonus, equity awards, and other benefits) and through post-employment compensation (retirement and termination benefits). The core structure has remained largely unchanged in recent years, though we have effected a number of structural improvements.

        Recent changes to our NEO pay structure include:

•

We eliminated gross-ups paid on perquisites;



•

We eliminated credit for unvested performance-based stock under our stock ownership guidelines;



•

The Committee retained FW Cook as its compensation consultant. FW Cook works directly for the Committee and the Nominating and Governance Committee, and performs no other work for our company. We do expect FW Cook, at the request of the Committee, to work with management on executive officer and director compensation design; and



•

Our most recent contracts with officers do not include Section 280G gross-ups.

        We also continually review all aspects of executive compensation. To that end, we have reviewed and reevaluated our benchmarking and peer group use, our executive perquisites, our pay-for-performance approach, our Committee charter, and the selection of our outside compensation consultant with an eye to consultant conflicts of interest and independence. We also have ensured that the Board and the Committee meet regularly in executive session without the presence of management, ensured that director compensation includes equity-based awards and is competitive with our peer group, reviewed stock award policies, reviewed stock ownership requirements for executives and directors, and conducted a thorough compensation risk assessment. As in prior years, we have avoided multi-year guarantees for salary increases, non-performance based bonuses and equity compensation, inclusion of long-term equity awards in the pension calculation, bonus payouts without justifiable performance linkage or proper disclosure, discretionary bonuses, and performance goals that are too low or based on negative earnings.

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Executive Compensation Philosophy

        We follow these guiding principles when designing and setting compensation for our NEOs:

•

Compensation Should Reward Performance



•

Compensation Should Align the Interests of our NEOs with those of our Long-Term Stockholders



•

Compensation Should Support our Business and Human Capital Strategies



•

Compensation Should Attract, Motivate and Retain Quality NEOs

Executive Compensation Practices

        We consider a variety of facts and circumstances when setting NEO compensation rather than relying on rigid formulas. We believe that compensation should be tailored to the business and competitive environment, because our success depends on our ability to attract and retain experienced and proven leaders and to motivate them to deliver superior results.

        At SPX, the proportion of pay that is incentive-based increases along with responsibility and authority. For our senior-level management, and in particular for our NEOs, a significant majority of direct compensation (which we define as salary, target bonus, and equity awards) is incentive-based. The charts below show, respectively, the direct compensation awarded to our CEO and all other NEOs in 2010, based on the values as reported in the Summary Compensation Table. Bonuses and equity awards represent the incentive-based portion of compensation.

        Bonuses are based on operating performance. Equity grants are designed to reward increased stock price and to aid in retention. Both cash bonuses and equity awards are designed to align employee interests with those of our stockholders. We also offer each NEO perquisites and post-employment benefits, designed to be competitive at the time the NEO is appointed as an officer.

        In prior years, the Committee directly engaged with an individual, employed by Towers Watson, as its outside compensation advisor. In 2010, the Committee retained FW Cook as its outside compensation advisor. The outside compensation advisor advises on all aspects of executive officer and director compensation. For more information, see "Corporate Governance—Compensation Advisor," beginning on p. 14.

        We conduct a full review of executive compensation as part of annual pay planning. In 2010 and 2011, salary and equity awards were reviewed in February. Salary changes were effective in March. Equity awards were granted on the first trading day in March. In 2009 and prior years, salary changes were effective and equity awards were granted on the first trading day of the year after having been approved late in the prior year.

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        Management serves an important role in the compensation-setting process. The most significant aspects of management's role are as follows:

•

Our human resources, finance and legal departments prepare materials for the Committee, as does the Committee's outside compensation advisor;



•

Our CEO provides his evaluation of the performance of, and offers recommendations regarding salary levels, bonus targets and equity awards for, each of the other NEOs; and



•

Management prepares and recommends business performance targets and objectives.

        Our NEOs are judged primarily on company performance. Additional subjective assessments are made, including direct assessments of performance, formal talent assessment reviews, and adherence to our values. Our CEO and our human resources department use these assessments to develop compensation recommendations for our NEOs other than the CEO. These recommendations are reviewed with the Committee's outside compensation advisor and then shared with the Committee. The Committee approves all elements of compensation for our Chairman, President and CEO and our other NEOs based on input from and conversations with management and the Committee's outside compensation advisor, as well as its own assessments.

        The Committee's outside compensation advisor recommends the list of peer companies against which we benchmark our executive officer and director compensation. The companies selected are industrial manufacturing companies from the Capital Goods sector, with most also being in the Industrial Machinery industry group, each as classified by Standard and Poors. The companies as a group are similar to SPX in size and other characteristics and are typically companies against which we compete for talent. Factors considered in determining the peer group include revenues, as well as market capitalization, total assets, and employee count. The following companies composed the peer group for 2010:

This list was unchanged from 2009.

        A variety of compensation surveys that provide market data for comparably sized companies across a large number of general industrial and manufacturing companies were used to supplement the peer group data, including the Towers Perrin 2009 Executive Compensation Data Bank, William M. Mercer 2009 Executive Compensation Survey, and the Watson Wyatt 2009/10 Top Management Report and Long-term Incentive Plan Database. The outside compensation advisor used regression analysis to adjust data in these surveys to appropriately reflect officer compensation at companies with revenues similar to SPX.

        We do not directly tie the compensation of our NEOs to levels offered at other companies. As a general matter, we target each element of compensation, as well as total direct compensation, to fall between the 50^th and the 75^th percentile of the market among peer companies. The comparative analysis, however, is just one of several tools we use to set compensation. Compensation outside the target levels is awarded for reasons that may include market forces, company or individual performance, length of service, existing contractual obligations, and differing levels of responsibility and value created by officers with the same or similar titles.

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        In addition to its regular on-going review, the Committee reviewed the entire executive officer compensation structure in 2009, with a particular focus on long-term incentive plan design, retirement benefits, bonus structure, and perquisites. As part of this review, all non-employee directors (not just Committee members) and the outside compensation advisor engaged in a half-day review of executive compensation, followed by several meetings of the Committee. Compensation changes discussed in this proxy statement resulted, in part, from this review.

2010 Compensation

Company Performance

        Two time periods are important when reviewing NEO direct compensation under our compensation structure. The first is the year before the compensation is reported, in this case prior to 2010. This period is important because:

•

We set NEO salary, bonus targets, and equity awards each year based, in part, on company performance over the prior year, in recognition of the impact our NEOs have on company performance; and



•

We value equity awarded to NEOs based on its value at the time it is awarded. We award stock early in the year. In addition, we award stock primarily based on a number of shares rather than a dollar amount. As a result, the value of the stock as reported in the Summary Compensation Table is significantly impacted by events that take place at or before the beginning of the reported year.

        The second important time period for our NEO compensation is the year for which compensation is reported, in this case 2010. This time period is important because two key elements of NEO compensation, bonus awards and equity vesting, depend on company performance over the course of the year. As explained more fully below, bonuses are awarded based on a combination of cash and profitability performance, and equity vests only if we exceed an external benchmark.

        Some key items considered by the Committee in setting compensation for 2010 included:

•

In 2009, loss of liquidity and the rising cost of capital worldwide interrupted a robust economic cycle and fueled a deep recession. Weakened demand led to a double-digit decline in our revenue and margins, and also significantly impacted other key performance metrics. Nevertheless, our cash performance remained strong. Furthermore, we improved our liquidity position, notwithstanding the significant challenges we faced and the restructuring actions we took during 2009.



•

During 2009, management focused on operating execution, reducing our cost base, and maintaining liquidity, while at the same time continuing to invest in new product development and global expansion. We also entered into a joint venture in India, acquired a strategic business in our Thermal Equipment and Services Segment, and disposed of two non-core businesses.



•

We approached 2010 seeing signs of stabilization of the global economy and anticipating improvement in some of our businesses. Any recovery, however, was still uncertain. Additionally, given the late cycle nature (late cycle businesses typically reap the benefits of a recovery later than many other businesses) and long lead times of many of our businesses, we projected a slight revenue increase coupled with a reduction in margins in 2010.

        Given the difficult global economic environment, the uncertainty of the timing and rate of any recovery, and the late cycle nature and long lead times of our business, we entered 2010

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continuing to focus on preserving cash and minimizing risk. Consistent with these goals, we maintained NEO salary, target bonus and, with one exception, equity grants at their 2009 levels.

Base Salary

        Base salary is designed to offer competitive base income. In setting base salary, we consider the salary and total compensation market data in the context of the NEO's role and responsibilities, experience and tenure, internal equity considerations, individual performance and contribution to SPX results.

        No NEOs received salary increases for 2010.

Bonuses

Targets

        We set target bonuses at a percentage of salary. The percentage generally increases along with the responsibility and authority of the employee, thereby both acknowledging the greater influence on company performance exercised by senior-level management and ensuring that those most able to impact our company performance have the greatest percentage of their total compensation tied to our company's performance.

        We did not increase target bonuses for any NEO for 2010, maintaining targets of 130% of salary for our Chairman, President and CEO, 100% of salary for our Executive Vice Presidents and 80% of salary for the other NEOs, because we determined that the pre-existing bonus levels were competitive and appropriate to both motivate and reward each NEO.

2010 Bonus Awards

        We pay our executive officers bonuses under our Executive Annual Bonus Plan (the "162(m) Plan"), which is designed to meet the requirements of Section 162(m) of the Internal Revenue Code for performance-based compensation. The Committee establishes performance measures under the 162(m) Plan, and retains discretion to reduce the actual bonus payments from the amount permitted under the 162(m) Plan. In 2010, the 162(m) Plan performance goal was met.

        In 2010, we continued our practice of paying our executive officers, including our NEOs, no more than they would have earned had they been subject to the Executive Bonus Plan (the plan under which bonuses are determined for all senior employees other than executive officers). In other words, even though the NEOs would have qualified for maximum potential bonuses under the 162(m) Plan, we exercised negative discretion as permitted under the 162(m) Plan to reduce bonuses for NEOs to the amount they would have earned under the Executive Bonus Plan.

        The Executive Bonus Plan pays bonuses equal to 0% to 200% of target bonus by reference to one or more matrices. The bonus targets for four of our NEOs were based entirely on the corporate matrix. Mr. Kowalski's bonus was based in equal parts on the matrices for corporate and the Test and Measurement Segment, consistent with the manner in which other senior Segment employees were awarded bonuses.

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        The chart below shows the 2010 threshold, target, and stretch goals for each of the corporate and Test and Measurement Segment matrices.

$s Millions

        In order to receive any bonus, management had to meet or exceed the threshold for at least one metric. A maximum of 50% of target bonus would be awarded if only one metric's stretch goal was met, while up to 200% of target bonus would be awarded if both metrics met their stretch goal.

        Our corporate results in 2010 under our Executive Bonus Plan were Bonus Operating Margin of 8.7% and Bonus Free Cash Flow of $292.6 million. As a result, while we exceeded the top end of the range for Bonus Free Cash Flow performance, we did not meet the minimum requirement for Bonus Operating Margin. This resulted in a bonus payment of 50% of target.

        The Test and Measurement Segment delivered $82.6 million in Bonus Operating Income and 127.4% Bonus Free Cash Flow Conversion, thus exceeding its stretch goal for cash flow and the threshold for Bonus Operating Income, resulting in a bonus of 147.3% of target. As a result of blending Segment and corporate results, Mr. Kowalski received a bonus payment equal to 98.7% of his target bonus.

2010 Metrics

        Both corporate and Segment employees are measured on improvements in operating results and free cash flow performance. For 2010, at the corporate level, Bonus Operating Margin was the operating results metric. The Test and Measurement Segment's operating results metric was Bonus Operating Income. The 2010 cash flow measurements were Bonus Free Cash Flow for corporate, and Bonus Free Cash Flow Conversion for the Test and Measurement Segment. Combined, these metrics were designed to reward improving performance by managing expenses and encouraging focus on quality of earnings and the efficient use of capital. Further, these metrics align with our public communications and internal business goals. We believe they are transparent, understandable and consistent with compensation plans at other industrial companies.

        Bonus Operating Margin represents adjusted operating income divided by net revenues, while adjusted operating income represents operating income excluding stock-based compensation expense, pension expense or income, goodwill and other non-cash asset impairments, certain profits or losses on acquisitions or dispositions, certain litigation reserves and settlements, and other similar items, subject to Committee approval. Bonus Operating Income for the Test and Measurement Segment represents operating income excluding amounts accrued for bonuses. We do not generally exclude the effects of restructuring actions when calculating Bonus Operating Income, except that we do exclude any restructuring actions associated with the integration of newly acquired businesses within the first 12-18 months of acquisition.

        In addition to the above, we excluded costs associated with the establishment of the European Shared Services Center and costs related to certain research and development from the calculation

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of the Segment's bonus. We excluded costs associated with the establishment of the European Shared Services Center because this is a corporate-level initiative and, under our structure, financial payback responsibility is at the corporate level. The elimination of costs associated with certain research and development relates to our corporate-level Innovation initiative. Under this initiative, corporate-level management provides certain incentives to encourage the rapid development of what it deems to be the most promising research and development projects, representing a small minority of our total research and development projects and spending. These incentives include deferring development costs for bonus purposes, amortizing them in a manner designed to track successful commercialization of the projects. Costs associated with the European Shared Services Center and the Innovation initiative are not excluded from the bonus calculation of corporate NEOs.

        For the corporate metric, Bonus Free Cash Flow represents Bonus Operating Cash Flow less capital expenditures. Bonus Operating Cash Flow for corporate represents operating cash flow from continuing operations, excluding certain litigation settlements, pension funding requirements in excess of or less then pension expense, certain operating cash performance from acquisitions or dispositions, and other similar items, subject to Committee approval.

        For the Test and Measurement Segment, Bonus Cash Flow Conversion represents Bonus Free Cash Flow divided by Bonus Operating Income. For the Segment, Bonus Free Cash Flow represents Bonus Operating Cash Flow less capital expenditures and Bonus Operating Cash Flow represents operating income plus depreciation and amortization, plus or minus changes in working capital, but excluding the change in amounts accrued for bonuses. The excluded items are designed to eliminate factors beyond the control of company employees in the measurement year, focusing employees, including NEOs, on controllable operating performance, and eliminating possible disincentives to act in the best interest of our stockholders. For example, the disposition of a non-core business may be expected to have long-term benefits, but the loss of profits and cash flow from the business may have the impact of reducing bonuses in the year in which the business was sold. In addition, spending associated with the European Shared Services Center and the Innovation initiative are excluded from the Segment calculation for reasons cited above. Spending associated with the European Shared Services Center and the Innovation initiative is not excluded from the bonus calculation of corporate NEOs.

Equity-Based Awards

        We award annual grants of equity with performance vesting thresholds to eligible SPX employees, including NEOs, pursuant to our 2002 Stock Compensation Plan. We design equity grants to promote long-term stock ownership and expose senior-level management to the risks and rewards faced by our long-term stockholders. Because equity vests over three years, and only vests if the total return of our stock outperforms the S&P 500, it also has significant employee retention value and continues to tie the interests of our NEOs to those of our stockholders even after it is awarded. We believe that these principles are so important, and so well-served by equity awards, that stock grants are the most significant component of our NEOs' direct compensation.

        Annual grants of equity usually have three tranches. The tranches vest in equal amounts over three years, but only if SPX total stockholder return exceeds the S&P 500 for the prior year or for the cumulative period since the grant date. If the first or second tranche fails to vest, it may vest in a later year if our total stockholder return exceeds that of the S&P 500 for the period since the grant date. Any tranche that does not vest within three years will be forfeited.

        The third tranche of 2008, the second tranche of 2009, and the first tranche of 2010 equity grants each met the vesting criteria at the beginning of 2011 as a result of SPX's total stockholder return exceeding that of the S&P 500 during 2010. The first tranche of the 2008 equity grants did not vest under the relevant measurement periods. Accordingly, the NEOs forfeited that stock. Due

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to SEC reporting requirements, the Summary Compensation Table does not reflect the loss in value represented by that forfeiture. The value of stock forfeited by each NEO in the first quarter of 2011 was:

        Our practice has been to grant equity awards based primarily on number of shares, rather than share value, because we believe this practice rewards performance as reflected in increasing stock price by increasing the value of shares awarded, and reflected in declining stock price by reducing the value of shares awarded. In 2010, Mr. Kearney was awarded 90,000 shares, each of Mr. O'Leary and Mr. Foreman was awarded 31,500 shares, and Mr. Kowalski was awarded 17,500 shares, in each case, the same number as awarded in the prior year. Mr. Lilly was awarded 20,000 shares, an increase of 2,500 shares from the award he received in 2009, due to a market analysis by our independent compensation advisor indicating the equity component of his compensation was below target. Due to our stock price increasing significantly in 2009, the value of equity awarded to our NEOs in 2010 increased significantly from 2009, even though the number of shares awarded remained unchanged for most NEOs. This increase partially offset a significant decline in the value of shares awarded in 2009.

        On awards granted prior to 2010 we have paid dividends on all unvested equity to the extent dividends are paid on SPX common stock. These dividends were considered part of the overall officer compensation package and not subject to risk of forfeiture. The Committee's review of long-term incentives in 2009 led it to change the way dividends are treated for unvested stock. Beginning with the 2010 grant of equity, any cash dividends with respect to any shares of unvested restricted stock are deposited in the NEO's name in an escrow or similar account maintained by SPX for that purpose. These dividends will be received by the NEO only if and when the related shares of equity vest. Dividends will be forfeited if the equity on which those dividends were paid is forfeited.

        In the event of retirement, termination by SPX without cause or voluntary termination by the executive for good reason, unvested equity awards will remain subject to the original performance requirements and vesting schedule.

Equity Grants Practices

        The Committee approved 2010 annual equity grants at its February 2010 meeting. It determines the effective date of these awards without regard to current or anticipated stock price levels or the release of material non-public information. Grants made in 2009 and prior years were approved prior to the beginning of the year and were granted on the first trading day of the year. For 2010 and 2011, the grant date was the first trading day in March. Each tranche of stock vests one, two, or three years after the date of its grant, based on the annual vesting criteria described above.

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        The Committee also may make, and in the past has made, special grants during the course of the year, primarily for new hires, for promotions, to retain valued employees or to reward exceptional performance. These special grants may be subject to performance or time vesting, and are issued on the date of grant or upon a date certain following the grant date, such as the date on which a new hire commences employment. We have granted no special grants to any NEO within the last three years.

        The Committee has delegated authority to our Chairman, President and CEO to grant a limited number of equity awards to employees other than Section 16 officers. These awards may be subject to performance or time vesting, and may not exceed 15,000 shares to any person at one time or more than 75,000 shares in the aggregate per fiscal year. The Committee reviews grants made pursuant to this authority at least annually.

        We have not granted stock options to any employee since 2003.

Total Current Compensation

        Our review of peer group data, prepared by our outside compensation advisor, indicates that target direct compensation for each of our NEOs is positioned between the 50^th and 75^th percentile of comparable officers at our peer companies in 2010.

Other Benefits and Perquisites

        We believe the perquisites and benefits we offer are cost effective, in that the value placed on them by our executives is higher than our actual costs to provide the benefits. We provide these benefits to attract and retain executives in a competitive marketplace, and believe these benefits are generally consistent with market practices of our peer group and other comparable public industrial manufacturing companies. See the Summary Compensation Table and accompanying footnotes for a full listing of other benefits and perquisites.

        In connection with the relocation of our headquarters to Charlotte, North Carolina in 2002, all our then-employees who relocated, including Mr. Kearney, Mr. O'Leary and Mr. Foreman, were eligible to receive interest-free, 20-year relocation loans to finance the purchase of a principal residence. We offered this benefit to all employees who relocated to Charlotte in connection with our 2002 move. Each of Mr. Kearney, Mr. O'Leary and Mr. Foreman received loans in the amount of $1.5 million (which in each case remains the outstanding balance), secured by a mortgage on the related residence. Employees, including the NEOs, are required to repay the loan if they cease to be employed by us, sell the residence, change their principal residence, or are transferred from the corporate headquarters. The loan will be forgiven in the event of death, disability or a change in control.

        Our CEO may utilize our aircraft for personal travel for himself and his family. Other NEOs may be permitted personal use of our aircraft for themselves and their families if approved by our CEO. This benefit enhances security for our officers and allows them to devote more time to SPX business. We eliminated gross up payments relating to taxes paid by our CEO for his personal travel in 2010, and now all our NEOs pay their own taxes in connection with personal travel.

        Beginning in 2010, we also eliminated tax gross-ups on our reimbursement of country club dues and personal financial planning fees.

Retirement and Deferred Compensation Plans

        The NEOs participate in the SPX Corporation Supplemental Retirement Plan for Top Management (the "TMP"). Some of the NEOs are also participants in the SPX Corporation Individual Account Retirement Plan (the "IARP") and the SPX Corporation Supplemental Individual Account Retirement Plan (the "SIARP").

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        The increase in present value of retirement benefits of our NEOs was not as great in 2010 as it was in 2009 due primarily to a smaller decline in the discount rate in 2010 compared to 2009 and to the fact that the final average earnings for most of the NEOs did not increase much, if at all, from 2009 to 2010. There were no changes to the pension plan benefits or terms for NEOs for 2010.

        We believe the executive retirement program plays a key role in attracting and retaining executive talent. The TMP is the most significant element of this program, and has been in place since October 22, 1985. Mr. Kearney, Mr. O'Leary and Mr. Foreman, our longer-serving NEOs, have credited service in the TMP since 1997, 1996 and 1999, respectively. In 2005, in response to changing practices in connection with retirement agreements, we reduced benefits provided by the TMP for participants who became officers on or after August 24, 2005. These changes include a reduced benefit, longer accrual period, higher early retirement age and reduction factor, and a 50% survivorship benefit.

        Our practice is to honor contracts providing benefits to our officers. For this reason, and in recognition of the significant efforts made and results achieved by our then-existing officers, we did not request that officers hired or elevated prior to August 24, 2005 agree to a reduction in their TMP benefits. The Summary Compensation Table for 2010 on p. 37 and the Pension Benefits table on p. 44, and their accompanying footnotes, provide further information concerning the annual increase in benefit value, accrued benefits and other terms of the TMP, IARP and SIARP. Retirement benefits payable upon a NEO's termination of employment are quantified and described in "Potential Payments Upon Termination or Change-in-Control," beginning on p. 47.

        NEOs and other senior-level management are eligible to participate in the SPX Corporation Retirement Savings and Stock Ownership Plan (the "401(k) Plan") and the SPX Corporation Supplemental Retirement Savings Plan (the "SRSP"), a non-qualified deferred compensation plan that permits voluntary deferrals of base salary and annual bonuses. See the Nonqualified Deferred Compensation in 2010 table on p. 45, for more information on these plans.

        We do not typically alter retirement benefits under existing contracts, and most year-to-year fluctuations are due to changes in accounting estimates, life changes on the part of NEOs, or changes in interest rates. Accordingly, we believe that fluctuations in the rate of increase of this benefit are less relevant when considering the year-to-year fluctuations in value of the compensation of our NEOs.

Termination and Change-in-Control Provisions

        We design termination and change-in-control contractual provisions to be competitive with those offered at our peer companies at the time we enter into new agreements. As a result, our agreements change over time, with newer agreements generally offering reduced payments and increased vesting obligations.

        Our severance arrangements are also designed to protect stockholder interests by stabilizing management during periods of uncertainty. Severance arrangements have unique characteristics and value. For example, it may be necessary to offer severance agreements to prospective executives who forego significant bonuses and equity awards at the companies they are leaving or who face relocation expenses and family disruption in order to accept employment with us. Generally, executives are more willing to accept these risks and costs if they are protected in the event their employment is terminated due to unanticipated changes, including a change in control. Additionally, executives often assign significant value to severance agreements because they provide compensation for lost professional opportunities in the event of a change in control.

        Severance agreements also can be a powerful tool to discourage entrenchment of management, in that severance agreements can offset the risk of financial and professional loss that management may face when recommending a sale to or merger with another company. Because our severance arrangements are structured to serve the above functions, which differ, and

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are perceived by recipients to differ, from pay for performance, and because severance agreements represent a contractual obligation of our company, decisions relating to other elements of compensation have minimal effect on decisions relating to existing severance agreements. Decisions relating to other elements of compensation have, however, impacted potential obligations upon certain termination events, particularly termination upon change in control.

        In the case of a change in control, the NEOs become immediately vested in all SPX equity awards, including shares subject to performance vesting. This feature is designed to be equitable in the event of dismissal without cause or resignation for good reason, and we believe it is appropriate in the event of termination following a change in control. We also believe that vesting upon a change in control without termination ("single trigger" treatment) is appropriate because it:

•

was the prevalent approach among our peer companies at the time the agreements were entered into, and therefore supported the competitiveness of our equity awards and total compensation;



•

provides greater certainty as to how outstanding awards would be treated after a change in control; and



•

helps ensure that all employees are treated equitably with respect to outstanding equity grants regardless of what happens to their employment status as a result of the change in control.

        Termination and Change-in-Control Agreements are further discussed and quantified in "Potential Payments Upon Termination or Change-in-Control," beginning on p. 47.

2011 Changes to Compensation

        All our NEOs received 3% salary increases in 2011, except for Mr. Kowalski, who received a 5.6% increase for market adjustment reasons. No NEO received an increase in his target bonus. Mr. Kearney received a grant of 100,000 shares, an increase of 10,000 from the 90,000 shares he received in 2009, for market adjustment reasons.

Stock Ownership Guidelines

        We set stock ownership guidelines to emphasize the importance of substantive, long-term share ownership by senior executives to align their financial interests with those of stockholders. The guidelines are:

        Shares held in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines. Unexercised stock options and unvested performance-based stock are excluded. Officers are asked to attain the desired level of stock ownership within five years of becoming an officer. Each NEO met the minimum stock ownership requirements as of March 11, 2011.

Tax Matters

        We seek to structure executive compensation in a tax efficient manner, and review compensation plans in light of applicable tax provisions, including Section 162(m) of the Internal Revenue Code. At the 2011 Annual Meeting, we are asking stockholders to approve our executive bonus plan and our amended and restated stock compensation plan in order to ensure that we can continue to maximize tax deductibility of those elements of compensation under Section 162(m).

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        To maintain flexibility in structuring executive compensation to achieve its goals and compensation philosophy, the Committee has not adopted a policy requiring all compensation to be tax deductible.

        To offset the effect of some taxes in the case of termination following a change in control, we have agreed to make "gross-up" payments, designed to reimburse our NEOs for taxes imposed as a result of payments by us. In this way, the executive retains the same amount that he would have retained had the excise tax not been imposed. We provide for these payments because they allow an executive to recognize the full intended economic benefit.

Impact on Compensation from Misconduct

        If the Board of Directors were to determine that a NEO had engaged in fraudulent or intentional misconduct, it would take action to remedy the misconduct and impose appropriate discipline. Discipline would vary based on the facts and circumstances, but may include termination of employment or other appropriate actions.

        We retroactively adjust compensation in the event of a restatement of financial or other performance results to the extent required by the Sarbanes-Oxley Act of 2002. The 162(m) Plan provides for repayment or forfeiture of incentive bonuses under specified circumstances if the company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Any incentive bonus payment earned or accrued during the twelve-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that failed to materially comply with a financial reporting requirement must be paid back to the company. To the extent that the affected incentive bonus was deferred under a nonqualified deferred compensation plan maintained by the company rather than paid to the executive officer, the amount of bonus deferred (and any earnings from it) must be forfeited.

COMPENSATION COMMITTEE REPORT

        The Compensation Committee of the SPX Board of Directors includes three directors, each of whom is independent, as defined under SEC rules and the listing standards of the NYSE. Additionally, each member of the Compensation Committee is an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code. The Compensation Committee reviews SPX's Compensation Discussion and Analysis on behalf of the Board of Directors.

        The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and SPX's annual report on Form 10-K for the year ended December 31, 2010.

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Summary Compensation Table for 2010

        This table summarizes the compensation for the named executive officers. The "named executive officers", or "NEOs," are our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated officers who were serving as officers as of December 31, 2010. Mr. Kowalski, the President of our Test and Measurement Segment replaced another executive officer as a NEO for 2010 due to increased compensation received by Mr. Kowalski resulting from improved performance of his Segment.

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Grants of Plan-Based Awards in 2010

        The following table sets forth information regarding equity and non-equity awards granted to the named executive officers in 2010.

(1)

The Compensation Committee approved annual restricted stock grants and participation in the 162(m) Plan bonuses at the February Compensation Committee meeting the grant year. The Compensation Committee determines the effective date of stock awards without regard to current or anticipated stock price levels or the release of material non-public information.

(2)

Represents the maximum amount payable under the 162(m) Plan if the performance target is reached, subject to the Committee's ability, in its sole discretion, to reduce the amount actually paid. In 2010, the Committee determined the amount payable under the 162(m) Plan by reference to the Executive Bonus Plan performance matrices. See "Compensation Discussion and Analysis—2010 Compensation—Annual Bonuses" for further discussion of this practice. The following table shows the minimum, target and maximum payouts in the Executive Bonus Plan matrix, upon which the Committee based the 2010 bonus payments of our named executive officers.

(3)

Assumes all stock will vest. See "Compensation Discussion and Analysis—2010 Compensation—Equity-Based Awards," beginning on p. 31, for a description of the performance vesting requirements.

(4)

Represents the Topic 718 grant date fair value, based on the closing price of our stock on the day prior to the grant. See note 15 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2010 for the assumptions made in the valuation of these awards.

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Outstanding Equity Awards at Fiscal Year-End 2010

        The following table sets forth information detailing the outstanding equity awards held by each of our named executive officers at December 31, 2010.

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Option Exercises and Stock Vested in 2010

        The following table sets forth options exercises by and stock vested for each of our named executive officers in 2010.

        The following is provided in order to assist those who may wish to run a burn rate calculation.

        As described in the Compensation, Discussion and Analysis section, beginning on p. 24, almost all our shares granted are subject to performance criteria. The numbers in the above table relate to the total number of performance shares vested in a year and non-performance shares granted in a year across our company, and are not limited to grants made to named executive officers or directors.

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Pension Benefits

        The following table sets forth the net present value of accumulated benefits payable to each of the named executive officers, including the number of years credited service. No pension benefits payments to named executive officers were made during the 2010 fiscal year.

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Nonqualified Deferred Compensation in 2010

        The following table sets forth information relating to the SRSP. Named executive officers and other senior-level management are eligible to participate in the SRSP, a nonqualified deferred compensation plan that allows them to make pre-tax deferrals in excess of those permitted by the 401(k) Plan. Named executive officers may defer up to 50% of their base compensation (excluding bonuses) and up to 100% of their annual bonuses into the SRSP. Both base compensation and bonus deferral elections are made at least six months prior to the beginning of the year to which they relate.

        A company match is made to the SRSP after the maximum company match has been made under the 401(k) Plan and is allocated to the fund(s) as selected by the participant. The maximum match available between both the SRSP and 401(k) Plan is 5% of eligible compensation, provided that total contributions in both plans combined are equal to, or greater than, 6% of eligible compensation.

        In general, "eligible compensation" for purposes of the SRSP is the amount reported as wages on a participant's Form W-2, (A) increased by (i) amounts contributed by the participant to the 401(k) Plan and the SPX Corporation Flexible Spending Account Plans, and (ii) vacation and holiday pay paid after termination of employment; and (B) decreased by (i) reimbursements or other expense allowances, (ii) fringe benefits (cash and non-cash), (iii) moving expenses, (iv) welfare benefits (provided that short-term disability payments are included and long-term disability payments are excluded), (v) employer-provided automobiles, mileage reimbursements and car allowances for which no documentation is required, taxable and non-taxable tuition reimbursements and the taxable value of physical examinations and group term life insurance

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coverage in excess of $50,000, (vi) pay in lieu of notice, (vii) deferred compensation, (viii) the value of restricted shares and other equity grants, and (ix) severance pay paid after termination of employment.

        All matching contributions into the 401(k) Plan are invested initially in the SPX Common Stock Fund and are allocated in the form of units. The units consist primarily of SPX common stock, with a portion of the fund in cash, for purposes of administrative convenience. All matching contributions into the SRSP are made in cash and invested according to the participant's elections. All participant and matching contributions vest immediately. There is no minimum holding period. The SRSP is unfunded and earnings are credited on account balances based on participant direction within the same investment choices available in the 401(k) Plan, except that the SPX Company Stock Fund and a stable value fund are not available under the SRSP. All returns in the SRSP and the 401(k) Plan are at market rates. In-service distributions are not allowed under the SRSP. SRSP participants elect the form and timing of payment of their SRSP deferral account prior to the year in which it is deferred. All amounts deferred under the SRSP after 2009 will be paid in a lump sum payment six months following termination of employment. Participants may elect to receive their pre-2009 accounts in a lump sum, annual installments (two to ten years) or monthly installments (up to 120 months) upon separation from service, on a date that is a specified number of months after retirement or separation from service, or on a specified date following separation from service (no later than attainment of age 70¹/2).

        There were no withdrawals or distributions from nonqualified plans in 2010.

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Potential Payments Upon Termination or Change-in-Control

        We have entered into agreements, including an employment agreement, a change-in-control agreement and stock plan award agreements, with each of our named executive officers that will require us to provide compensation to them in the event of a termination of employment or a change in control of our company. The following tables set forth the expected benefit to be received by each named executive officer in the event of his termination resulting from various scenarios, assuming a termination date of December 31, 2010 and a stock price of $71.49, our closing stock price on December 31, 2010. The following tables should be read in connection with the Pension Benefits table, on p. 44. Assumptions and explanations of the numbers set forth in the tables below are set forth in the footnotes to, and in additional text following, the tables.

 

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