REGAL-BELOIT CORPORATION RESTRICTED STOCK AGREEMENT
EXHIBIT
10.10
REGAL-BELOIT
CORPORATION
This
Agreement, entered into as of the Agreement Date (as defined in paragraph 1)
by
and between the Participant and REGAL-BELOIT CORPORATION (the
“Company”).
WITNESSETH
THAT:
Whereas,
the Company maintains the REGAL-BELOIT CORPORATION 2003 Equity Incentive Plan
(the “Plan”), which is incorporated into and forms a part of this Agreement and
the Participant has been selected by the Compensation and Human Resource
Committee of the Board of Directors administering the Plan (the “Committee”) to
receive a Restricted Stock Award under the Plan;
Now,
therefore, it is agreed, by and between the Company and the Participant, as
follows:
1.
Terms
of Award
- For
the following terms used in this Agreement shall have the meanings set forth
in
this paragraph 1;
a.
The
Participant is:
b.
The
Agreement Date is the date the Participant was awarded the Restricted Stock
by
the Board of Directors. The
Agreement Date is: _____________________________
c.
The
Restricted Period is the period beginning on the Agreement Date and ending
on:
______________________
d.
The
number of shares of Restricted Stock awarded under this Agreement shall be:
_______ shares.
Other
terms used in this Agreement are defined in paragraph 6 or elsewhere in this
Agreement.
|
2.
|
Award
-
The Participant is hereby granted the number of shares of Restricted
Stock
set forth in paragraph 1.
|
|
3.
|
Dividends
and Voting Rights
-
The Participant is not entitled to receive any quarterly dividends
paid
with respect to shares of Restricted Stock until the end of the Restricted
Period. The Participant is not allowed to vote the shares of Restricted
Stock until the end of the Restricted
Period.
|
|
4.
|
Payments
in Lieu of Dividends
-
While the Participant is not entitled to dividends, the Participant
will
receive payments equivalent to dividends, which will be paid as ordinary
income on a pay date on or near the pay date for dividends of the
Company’s common stock.
|
|
5.
|
Record
of Restricted Stock Awards
-
The Company will maintain records with the names and amounts of each
Participant’s Restricted Stock
Awards.
|
|
6.
|
Transfer
and Forfeiture of Shares
-
If the Participant’s Date of Termination (as defined below) does not occur
during the Restricted Period, then, at the end of the Restricted
Period,
the Participant shall become vested in the shares of Restricted Stock
and
shall own the shares free of all restriction otherwise imposed by
this
Agreement. The Participant shall become vested in the shares of Restricted
Stock and become owner of the shares free of all restrictions otherwise
imposed by this Agreement prior to the end of the Restricted Period,
as
follows:
|
|
a.
|
In
the event a Participant terminates his or her employment or service
with
the Company as a result of death, disability, or retirement, the
Committee
shall have the discretion to modify the Restricted Period of each
previously granted and unexpired or uncancelled Grant. The Committee
shall
also have discretion to determine whether such Grant(s) shall become
immediately exercisable in full pursuant to Section 20(c) of the
2003
Equity Incentive Plan.
|
|
b.
|
The
Participant shall become vested in the shares of Restricted Stock
as of
the date of a Change in Control, if the Change in Control occurs
prior to
the end of the Restricted Period and the Participant’s Date of Termination
does not occur before the Change in Control
date.
|
Shares
of
Restricted Stock may not be sold, assigned, transferred, pledged, or otherwise
encumbered until the expiration of the Restricted Period or, if earlier, until
the Participant is vested in the shares. Except as otherwise provided in this
paragraph 5, if the Participant’s Date of Termination occurs prior to the end of
the Restricted Period, the Participant shall forfeit the Restricted Stock as
of
the Participant’s Date of Termination.
|
7.
|
Definitions
-
For purposes of this Agreement, the terms listed below shall be defined
as
follows:
|
|
a.
|
Change
in Control
-
Refer to section 22, paragraph (c) of the REGAL-BELOIT CORPORATION
2003
Equity Incentive Plan.
|
|
b.
|
Retirement
-
normal retirement is no earlier than age
62.
|
|
7.
|
Disability
-
is the date upon which the Participant is deemed eligible for disability
payments from Social Security Administration and/or the provider
of
long-term disability insurance under the Company’s insurance
program.
|
In
Witness Whereof, the company, by its duly authorized representative, and the
eligible Participant have executed this Agreement as of the Effective
Date.
Participant: REGAL-BELOIT
CORPORATION
______________________________ ________________________________
Chief
Executive Officer
Date:
_________________________
