FORM OF KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
EXHIBIT
10.6
FORM
OF
KEY
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
THIS
AGREEMENT,
made
and entered into as of the ____ day of ________, 200_, by and between Regal
Beloit Corporation, a Wisconsin corporation (hereinafter referred to as the
“Company”), and ____________________ (hereinafter referred to as the
“Executive”).
W I T N E S S E T H
WHEREAS,
the
Executive is employed by the Company and/or a subsidiary of the Company
(hereinafter referred to collectively as the “Employer”) in a key executive
capacity and the Executive’s services are valuable to the conduct of the
business of the Company;
WHEREAS,
the
Company desires to continue to attract and retain dedicated and skilled
management employees in a period of industry consolidation, consistent with
achieving the best possible value for its shareholders in any change in control
of the Company;
WHEREAS,
the
Company recognizes that circumstances may arise in which a change in control
of
the Company occurs, through acquisition or otherwise, thereby causing a
potential conflict of interest between the Company’s needs for the Executive to
remain focused on the Company’s business and for the necessary continuity in
management prior to and following a change in control, and the Executive’s
reasonable personal concerns regarding future employment with the Employer
and
economic protection in the event of loss of employment as a consequence of
a
change in control;
WHEREAS,
the
Company and the Executive are desirous that any proposal for a change in control
or acquisition of the Company will be considered by the Executive objectively
and with reference only to the best interests of the Company and its
shareholders;
WHEREAS,
the
Executive will be in a better position to consider the Company’s best interests
if the Executive is afforded reasonable economic security, as provided in this
Agreement, against altered conditions of employment which could result from
any
such change in control or acquisition;
WHEREAS,
the
Executive possesses intimate knowledge of the business and affairs of the
Company and has acquired certain confidential information and data with respect
to the Company; and
WHEREAS,
the
Company desires to insure, insofar as possible, that it will continue to have
the benefit of the Executive’s services and to protect its confidential
information and goodwill.
NOW,
THEREFORE,
in
consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and agree as
follows:
| 1. |
Definitions.
|
(a) Accrued
Benefits.
The
term “Accrued Benefits” shall include the following amounts, payable as
described herein: (i) all base salary for the time period ending with the
Termination Date; (ii) reimbursement for any and all monies advanced in
connection with the Executive’s employment for reasonable and necessary expenses
incurred by the Executive on behalf of the Employer for the time period ending
with the Termination Date; (iii) any and all other cash earned through the
Termination Date and deferred at the election of the Executive or pursuant
to
any deferred compensation plan then in effect; (iv) notwithstanding any
provision of any bonus or incentive compensation plan applicable to the
Executive, a lump sum amount, in cash, equal to the sum of (A) any bonus or
incentive compensation that has been allocated or awarded to the Executive
for a
fiscal year or other measuring period under the plan that ends prior to the
Termination Date but has not yet been paid (pursuant to Section 5(f)
or
otherwise) and (B) a pro rata portion to the Termination Date of the
aggregate value of all contingent bonus or incentive compensation awards to
the
Executive for all uncompleted periods under the plan calculated as to each
such
award as if the Goals with respect to such bonus or incentive compensation
award
had been attained; and (v) all other payments and benefits to which the
Executive (or in the event of the Executive’s death, the Executive’s surviving
spouse or other beneficiary) may be entitled on the Termination Date as
compensatory fringe benefits or under the terms of any benefit plan of the
Employer, excluding severance payments under any Employer severance policy,
practice or agreement in effect on the Termination Date. Payment of Accrued
Benefits shall be made promptly in accordance with the Company’s prevailing
practice with respect to clauses (i)
and
(ii)
or, with
respect to clauses (iii),
(iv)
and
(v),
pursuant to the terms of the benefit plan or practice establishing such
benefits.
(b) Act.
The
term “Act” means the Securities Exchange Act of 1934, as amended.
(c) Affiliate
and Associate.
The
terms “Affiliate” and “Associate” shall have the respective meanings ascribed to
such terms in Rule l2b-2 of the General Rules and Regulations under the
Act.
(d) Annual
Cash Compensation.
The
term “Annual Cash Compensation” shall mean the sum of (i) the Executive’s
Annual Base Salary (determined as of the time of the Change in Control of the
Company or, if higher, immediately prior to the date the Notice of Termination
is given) plus (ii) an amount equal to the greater of the Executive’s
annual incentive target bonus for the fiscal year in which the Termination
Date
occurs or the annual incentive bonus the Executive received for the fiscal
year
prior to the Change in Control of the Company plus (iii) an amount equal to
the
greater of the Executive’s Fringe Benefits for the fiscal year in which the
Termination Date occurs or the annual amount of Fringe Benefits the Executive
received for the fiscal year prior to the Change in Control of the Company
(the
aggregate amount set forth in clause (i),
clause (ii)
and
clause
iii
shall
hereafter be referred to as the “Annual Cash Compensation”).
| (e) |
Beneficial
Owner.
A
Person shall be deemed to be the “Beneficial Owner” of any
securities:
|
(i) which
such Person or any of such Person’s Affiliates or Associates has the right to
acquire (whether such right is exercisable immediately or only after the passage
of time) pursuant to any agreement, arrangement or understanding, or upon the
exercise of conversion rights, exchange rights, rights, warrants or options,
or
otherwise; provided,
however,
that a
Person shall not be deemed the Beneficial Owner of, or to beneficially own,
(A) securities tendered pursuant to a tender or exchange offer made by or
on behalf of such Person or any of such Person’s Affiliates or Associates until
such tendered securities are accepted for purchase, or (B) securities
issuable upon exercise of Rights issued pursuant to the terms of the Company’s
Rights Agreement, dated as of January 28, 2000, between the Company and Firstar
Bank, N.A., as amended from time to time (or any successor to such Rights
Agreement), at any time before the issuance of such securities;
(ii) which
such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to vote or dispose of or has “beneficial ownership” of
(as determined pursuant to Rule l3d-3 of the General Rules and Regulations
under the Act), including pursuant to any agreement, arrangement or
understanding; provided,
however,
that a
Person shall not be deemed the Beneficial Owner of, or to beneficially own,
any
security under this clause
(ii) as
a result of an agreement, arrangement or understanding to vote such security
if
the agreement, arrangement or understanding: (A) arises solely from a
revocable proxy or consent given to such Person in response to a public proxy
or
consent solicitation made pursuant to, and in accordance with, the applicable
rules and regulations under the Act and (B) is not also then reportable on
a Schedule l3D under the Act (or any comparable or successor report);
or
(iii) which
are
beneficially owned, directly or indirectly, by any other Person with which
such
Person or any of such Person’s Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting
(except pursuant to a revocable proxy as described in clause
(ii)
above)
or disposing of any voting securities of the Company.
(f) Cause.
“Cause”
for termination by the Employer of the Executive’s employment in connection with
a Change in Control of the Company shall be limited to (i) the engaging by
the Executive in intentional conduct not taken in good faith that the Company
establishes, by clear and convincing evidence, has caused demonstrable and
serious financial injury to the Employer, as evidenced by a determination in
a
binding and final judgment, order or decree of a court or administrative agency
of competent jurisdiction, in effect after exhaustion or lapse of all rights
of
appeal, in an action, suit or proceeding, whether civil, criminal,
administrative or investigative; (ii) conviction of a felony (as evidenced
by binding and final judgment, order or decree of a court of competent
jurisdiction, in effect after exhaustion of all rights of appeal), which
substantially impairs the Executive’s ability to perform his duties or
responsibilities; or (iii) continuing willful and unreasonable refusal by
the Executive to perform the Executive’s duties or responsibilities (unless
significantly changed without the Executive’s consent).
| (g) |
Change
in Control of the Company.
A
“Change in Control of the Company” shall be deemed to have occurred if an
event set forth in any one of the following paragraphs shall have
occurred:
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(i) any
Person (other than (A) the Company or any of its subsidiaries, (B) a trustee
or
other fiduciary holding securities under any employee benefit plan of the
Company or any of its subsidiaries, (C) an underwriter temporarily holding
securities pursuant to an offering of such securities or (D) a corporation
owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock in the Company
(“Excluded Persons”) is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company (not including in the securities beneficially
owned
by such Person any securities acquired directly from the Company or its
Affiliates after ____________, 200_, pursuant to express authorization by the
Board that refers to this exception) representing 20% or more of either the
then
outstanding shares of common stock of the Company or the combined voting power
of the Company’s then outstanding voting securities; or
(ii) the
following individuals cease for any reason to constitute a majority of the
number of directors of the Company then serving: (A) individuals who, on
__________, 200_ constituted the Board and (B) any new director (other than
a
director whose initial assumption of office is in connection with an actual
or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company’s
shareholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors on ___________, 200_,
or whose appointment, election or nomination for election was previously so
approved (collectively the “Continuing Directors”); provided,
however,
that
individuals who are appointed to the Board pursuant to or in accordance with
the
terms of an agreement relating to a merger, consolidation, or share exchange
involving the Company (or any direct or indirect subsidiary of the Company)
shall not be Continuing Directors for purposes of this Agreement until after
such individuals are first nominated for election by a vote of at least
two-thirds (2/3) of the then Continuing Directors and are thereafter elected
as
directors by the shareholders of the Company at a meeting of shareholders held
following consummation of such merger, consolidation, or share exchange;
and,
provided further,
that in
the event the failure of any such persons appointed to the Board to be
Continuing Directors results in a Change in Control of the Company, the
subsequent qualification of such persons as Continuing Directors shall not
alter
the fact that a Change in Control of the Company occurred; or
(iii) the
shareholders of the Company approve a merger, consolidation or share exchange
of
the Company with any other corporation or approve the issuance of voting
securities of the Company in connection with a merger, consolidation or share
exchange of the Company (or any direct or indirect subsidiary of the Company)
pursuant to applicable stock exchange requirements, other than (A) a merger,
consolidation or share exchange which would result in the voting securities
of
the Company outstanding immediately prior to such merger, consolidation or
share
exchange continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or any parent thereof)
at least 50% of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof outstanding immediately
after such merger, consolidation or share exchange, or (B) a merger,
consolidation or share exchange effected to implement a recapitalization of
the
Company (or similar transaction) in which no Person (other than an Excluded
Person) is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities beneficially owned
by
such Person any securities acquired directly from the Company or its Affiliates
after ___________, 200_, pursuant to express authorization by the Board that
refers to this exception) representing 20% or more of either the then
outstanding shares of common stock of the Company or the combined voting power
of the Company’s then outstanding voting securities; or
(iv) the
shareholders of the Company approve of a plan of complete liquidation or
dissolution of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets (in one transaction
or a series of related transactions within any period of 24 consecutive months),
other than a sale or disposition by the Company of all or substantially all
of
the Company’s assets to an entity at least 75% of the combined voting power of
the voting securities of which are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to such
sale.
Notwithstanding
the foregoing, no “Change in Control of the Company” shall be deemed to have
occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to own, directly or indirectly, in the same proportions as their
ownership in the Company, an entity that owns all or substantially all of the
assets or voting securities of the Company immediately following such
transaction or series of transactions.
(h) Code.
The
term “Code” means the Internal Revenue Code of 1986, including any amendments
thereto or successor tax codes thereof.
(i) Covered
Termination.
Subject
to Section 2(b),
the
term “Covered Termination” means any termination of the Executive’s employment
during the Employment Period where the Termination Date, or the date Notice
of
Termination is delivered, is any date prior to the end of the Employment
Period.
(j) Employment
Period.
Subject
to Section 2(b),
the
term “Employment Period” means a period commencing on the date of a Change in
Control of the Company, and ending at 11:59 p.m. Central Time on the
earlier of the second anniversary of such date or the Executive’s Normal
Retirement Date.
(k) Fringe
Benefits.
The
term “Fringe Benefits” means the fair market value of the fringe benefits
payable to Executive by the Company (determined as of the time of the Change
in
Control of the Company or, if higher, immediately prior to the date the Notice
of Termination is given). For these purposes, Fringe Benefits include, but
are
not limited to club dues or automobile reimbursement and do not include welfare
benefits, such as medical coverage (including prescription drug coverage),
dental coverage, life insurance, disability insurance and accidental death
and
dismemberment benefits.
(l) Good
Reason.
The
Executive shall have “Good Reason” for termination of employment in connection
with a Change in Control of the Company in the event of:
(i) any
breach of this Agreement by the Employer, including specifically any breach
by
the Employer of the agreements contained in Section 3(b),
Section 4,
Section 5,
or
Section 6,
other
than an isolated, insubstantial and inadvertent failure not occurring in bad
faith that the Employer remedies promptly after receipt of notice thereof given
by the Executive;
(ii) any
reduction in the Executive’s base salary, percentage of base salary available as
incentive compensation or bonus opportunity or benefits, in each case relative
to those most favorable to the Executive in effect at any time during the
180-day period prior to the Change in Control of the Company or, to the extent
more favorable to the Executive, those in effect at any time during the
Employment Period;
(iii) the
removal of the Executive from, or any failure to reelect or reappoint the
Executive to, any of the positions held with the Employer on the date of the
Change in Control of the Company or any other positions with the Employer to
which the Executive shall thereafter be elected, appointed or assigned, except
in the event that such removal or failure to reelect or reappoint relates to
the
termination by the Employer of the Executive’s employment for Cause or by reason
of disability pursuant to Section 12;
(iv) a
good
faith determination by the Executive that there has been a material adverse
change, without the Executive’s written consent, in the Executive’s working
conditions or status with the Employer relative to the most favorable working
conditions or status in effect during the 180-day period prior to the Change
in
Control of the Company, or, to the extent more favorable to the Executive,
those
in effect at any time during the Employment Period, including but not limited
to
(A) a significant change in the nature or scope of the Executive’s
authority, powers, functions, duties or responsibilities, or (B) a
significant reduction in the level of support services, staff, secretarial
and
other assistance, office space and accoutrements, but in each case excluding
for
this purpose an isolated, insubstantial and inadvertent event not occurring
in
bad faith that the Employer remedies within ten (10) days after receipt of
notice thereof given by the Executive;
(v) the
relocation of the Executive’s principal place of employment to a location more
than 50 miles from the Executive’s principal place of employment on the date 180
days prior to the Change in Control of the Company;
(vi) the
Employer requires the Executive to travel on Employer business 20% in excess
of
the average number of days per month the Executive was required to travel during
the 180-day period prior to the Change in Control of the Company;
or
| (vii) |
failure
by the Company to obtain the Agreement referred to in Section 17(a)
as
provided therein.
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(m) Normal
Retirement Date.
The
term “Normal Retirement Date” means “Normal Retirement Date” as defined in the
primary qualified defined benefit pension plan applicable to the Executive,
or
any successor plan, as in effect on the date of the Change in Control of the
Company.
(n) Person.
The
term “Person” shall mean any individual, firm, partnership, corporation or other
entity, including any successor (by merger or otherwise) of such entity, or
a
group of any of the foregoing acting in concert.
(o) Termination
Date.
Except
as otherwise provided in Section 2(b),
Section 10(b),
and
Section 17(a),
the
term “Termination Date” means (i) if the Executive’s employment is
terminated by the Executive’s death, the date of death; (ii) if the
Executive’s employment is terminated by reason of voluntary early retirement, as
agreed in writing by the Employer and the Executive, the date of such early
retirement which is set forth in such written agreement; (iii) if the
Executive’s employment is terminated for purposes of this Agreement by reason of
disability pursuant to Section 12,
the
earlier of thirty days after the Notice of Termination is given or one day
prior
to the end of the Employment Period; (iv) if the Executive’s employment is
terminated by the Executive voluntarily (other than for Good Reason), the date
the Notice of Termination is given; and (v) if the Executive’s employment
is terminated by the Employer (other than by reason of disability pursuant
to
Section 12)
or by
the Executive for Good Reason, the earlier of thirty days after the Notice
of
Termination is given or one day prior to the end of the Employment Period.
Notwithstanding the foregoing,
(A) If
termination is for Cause pursuant to Section 1(f)(iii)
and if
the Executive has cured the conduct constituting such Cause as described by
the
Employer in its Notice of Termination within such thirty-day or shorter period,
then the Executive’s employment hereunder shall continue as if the Employer had
not delivered its Notice of Termination.
(B) If
the
Executive shall in good faith give a Notice of Termination for Good Reason
and
the Employer notifies the Executive that a dispute exists concerning the
termination within the fifteen-day period following receipt thereof, then the
Executive may elect to continue his or her employment during such dispute and
the Termination Date shall be determined under this paragraph. If the Executive
so elects and it is thereafter determined that Good Reason did exist, the
Termination Date shall be the earliest of (1) the date on which the dispute
is finally determined, either (x) by mutual written agreement of the
parties or (y) in accordance with Section 22,
(2) the date of the Executive’s death or (3) one day prior to the end
of the Employment Period. If the Executive so elects and it is thereafter
determined that Good Reason did not exist, then the employment of the Executive
hereunder shall continue after such determination as if the Executive had not
delivered the Notice of Termination asserting Good Reason and there shall be
no
Termination Date arising out of such Notice. In either case, this Agreement
continues, until the Termination Date, if any, as if the Executive had not
delivered the Notice of Termination except that, if it is finally determined
that Good Reason did exist, the Executive shall in no case be denied the
benefits described in Section 9
(including a Termination Payment) based on events occurring after the Executive
delivered his Notice of Termination.
(C)
Except as provided in Section 1(n)(B),
if the
party receiving the Notice of Termination notifies the other party that a
dispute exists concerning the termination within the appropriate period
following receipt thereof and it is finally determined that the reason asserted
in such Notice of Termination did not exist, then (1) if such Notice was
delivered by the Executive, the Executive will be deemed to have voluntarily
terminated his employment and the Termination Date shall be the earlier of
the
date fifteen days after the Notice of Termination is given or one day prior
to
the end of the Employment Period and (2) if delivered by the Company, the
Company will be deemed to have terminated the Executive other than by reason
of
death, disability or Cause.
| 2. |
Termination
or Cancellation Prior to Change in Control.
|
(a) Subject
to Section 2(b),
the
Employer and the Executive shall each retain the right to terminate the
employment of the Executive at any time prior to a Change in Control of the
Company. Subject to Section 2(b),
in the
event the Executive’s employment is terminated prior to a Change in Control of
the Company, this Agreement shall be terminated and cancelled and of no further
force and effect, and any and all rights and obligations of the parties
hereunder shall cease.
(b) Anything
in this Agreement to the contrary notwithstanding, if a Change in Control of
the
Company occurs and if the Executive’s employment with the Employer is terminated
(other than a termination due to the Executive’s death or as a result of the
Executive’s disability) during the period of 180 days prior to the date on
which the Change in Control of the Company occurs, and if it is reasonably
demonstrated by the Executive that such termination of employment (i) was
at the request of a third party who has taken steps reasonably calculated to
effect a Change in Control of the Company or (ii) otherwise arose in
connection with or in anticipation of a Change in Control of the Company, then
for all purposes of this Agreement such termination of employment shall be
deemed a “Covered Termination,” “Notice of Termination” shall be deemed to have
been given, and the “Employment Period” shall be deemed to have begun on the
date of such termination which shall be deemed to be the “Termination Date” and
the date of the Change of Control of the Company for purposes of this
Agreement.
| 3. |
Employment
Period; Vesting of Certain Benefits.
|
(a) If
a
Change in Control of the Company occurs when the Executive is employed by the
Employer, the Employer will continue thereafter to employ the Executive during
the Employment Period, and the Executive will remain in the employ of the
Employer in accordance with and subject to the terms and provisions of this
Agreement. Any termination of the Executive’s employment during the Employment
Period, whether by the Company or the Employer, shall be deemed a termination
by
the Company for purposes of this Agreement.
(b) If
a
Change in Control of the Company occurs when the Executive is employed by the
Employer, (i) the Company shall cause all restrictions on restricted stock
awards made to the Executive prior to the Change in Control of the Company
to
lapse such that the Executive is fully and immediately vested in the Executive’s
restricted stock upon such a Change in Control of the Company; and (ii) the
Company shall cause all stock options granted to the Executive prior to the
Change in Control of the Company pursuant to the Company’s stock option plan(s)
to be fully and immediately vested upon such a Change in Control of the
Company.
4. Duties.
During
the Employment Period, the Executive shall, in the same capacities and positions
held by the Executive at the time of the Change in Control of the Company or
in
such other capacities and positions as may be agreed to by the Employer and
the
Executive in writing, devote the Executive’s best efforts and all of the
Executive’s business time, attention and skill to the business and affairs of
the Employer, as such business and affairs now exist and as they may hereafter
be conducted.
| 5. |
Compensation.
During the Employment Period, the Executive shall be compensated
as
follows:
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(a)
The
Executive shall receive, at reasonable intervals (but not less often than
monthly) and in accordance with such standard policies as may be in effect
immediately prior to the Change in Control of the Company, an annual base salary
in cash equivalent of not less than twelve times the Executive’s highest monthly
base salary for the twelve-month period immediately preceding the month in
which
the Change in Control of the Company occurs or, if higher, an annual base salary
at the rate in effect immediately prior to the Change in Control of the Company
(which base salary shall, unless otherwise agreed in writing by the Executive,
include the current receipt by the Executive of any amounts which, prior to
the
Change in Control of the Company, the Executive had elected to defer, whether
such compensation is deferred under Section 401(k) of the Code or
otherwise), subject to adjustment as hereinafter provided in Section 6
(such
salary amount as adjusted upward from time to time is hereafter referred to
as
the “Annual Base Salary”).
(b) The
Executive shall receive Fringe Benefits at least equal in value to the highest
value of such benefits provided for the Executive at any time during the 180-day
period immediately prior to the Change in Control of the Company or, if more
favorable to the Executive, those provided generally at any time during the
Employment Period to any executives of the Employer of comparable status and
position to the Executive; and shall be reimbursed, at such intervals and in
accordance with such standard policies that are most favorable to the Executive
that were in effect at any time during the 180-day period immediately prior
to
the Change in Control of the Company, for any and all monies advanced in
connection with the Executive’s employment for reasonable and necessary expenses
incurred by the Executive on behalf of the Employer, including travel
expenses.
(c) The
Executive and/or the Executive’s family, as the case may be, shall be included,
to the extent eligible thereunder (which eligibility shall not be conditioned
on
the Executive’s salary grade or on any other requirement which excludes persons
of comparable status to the Executive unless such exclusion was in effect for
such plan or an equivalent plan at any time during the 180-day period
immediately prior to the Change in Control of the Company), in any and all
plans
providing benefits for the Employer’s salaried employees in general, including
but not limited to group life insurance, hospitalization, medical (including
prescription drug coverage), dental, profit sharing and stock bonus plans;
provided,
that,
(i) in
no event shall the aggregate level of benefits under such plans in which the
Executive is included be less than the aggregate level of benefits under plans
of the Employer of the type referred to in this Section 5(c)
in which
the Executive was participating at any time during the 180-day period
immediately prior to the Change in Control of the Company and (ii) in no event
shall the aggregate level of benefits under such plans be less than the
aggregate level of benefits under plans of the type referred to in this
Section 5(c)
provided
at any time after the Change in Control of the Company to any executive of
the
Employer of comparable status and position to the Executive.
(d) The
Executive shall annually be entitled to not less than the amount of paid
vacation and not fewer than the highest number of paid holidays to which the
Executive was entitled annually at any time during the 180-day period
immediately prior to the Change in Control of the Company or such greater amount
of paid vacation and number of paid holidays as may be made available annually
to other executives of the Employer of comparable status and position to the
Executive at any time during the Employment Period.
(e) The
Executive shall be included in all plans providing additional benefits to
executives of the Employer of comparable status and position to the Executive,
including but not limited to deferred compensation, split-dollar life insurance,
supplemental retirement, stock option, stock appreciation, stock bonus and
similar or comparable plans; provided,
that,
(i) in
no event shall the aggregate level of benefits under such plans be less than
the
highest aggregate level of benefits under plans of the Employer of the type
referred to in this Section 5(e)
in which
the Executive was participating at any time during the 180-day period
immediately prior to the Change in Control of the Company; (ii) in no event
shall the aggregate level of benefits under such plans be less than the
aggregate levels of benefits under plans of the type referred to in this
Section 5(e)
provided
at any time after the Change in Control of the Company to any executive of
the
Employer comparable in status and position to the Executive; and (iii) the
Employer’s obligation to include the Executive in bonus or incentive
compensation plans shall be determined by Section 5(f).
(f) To
assure
that the Executive will have an opportunity to earn incentive compensation
after
a Change in Control of the Company, the Executive shall be included in a bonus
plan of the Employer which shall satisfy the standards described below (such
plan, the “Bonus Plan”). Bonuses under the Bonus Plan shall be payable with
respect to achieving such financial or other goals reasonably related to the
business of the Employer as the Employer shall establish (the “Goals”), all of
which Goals shall be attainable, prior to the end of the Employment Period,
with
approximately the same degree of probability as the most attainable goals under
the Employer’s bonus plan or plans as in effect at any time during the 180-day
period immediately prior to the Change in Control of the Company (whether one
or
more, the “Company Bonus Plan”) and in view of the Employer’s existing and
projected financial and business circumstances applicable at the time. The
amount of the bonus (the “Bonus Amount”) that the Executive is eligible to earn
under the Bonus Plan shall be no less than the amount of the Executive’s maximum
award provided in such Company Bonus Plan (such bonus amount herein referred
to
as the “Targeted Bonus”), and in the event the Goals are not achieved such that
the entire Targeted Bonus is not payable, the Bonus Plan shall provide for
a
payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably
related to that portion of the Goals which were achieved. Payment of the Bonus
Amount shall not be affected by any circumstance occurring subsequent to the
end
of the Employment Period, including termination of the Executive’s
employment.
6. Annual
Compensation Adjustments.
During
the Employment Period, the Board of Directors of the Company (or an appropriate
committee thereof) will consider and appraise, at least annually, the
contributions of the Executive to the Company, and in accordance with the
Company’s practice prior to the Change in Control of the Company, due
consideration shall be given to the upward adjustment of the Executive’s Annual
Base Salary, at least annually, (a) commensurate with increases generally
given to other executives of the Company of comparable status and position
to
the Executive, and (b) as the scope of the Company’s operations or the
Executive’s duties expand.
7. Termination
For Cause or Without Good Reason.
If
there is a Covered Termination for Cause or due to the Executive’s voluntarily
terminating his or her employment other than for Good Reason (any such
terminations to be subject to the procedures set forth in Section 13),
then
the Executive shall be entitled to receive only Accrued Benefits.
8. Termination
Giving Rise to a Termination Payment.
If
there is a Covered Termination by the Executive for Good Reason, or by the
Company other than by reason of (i) death, (ii) disability pursuant to
Section 12,
or
(iii) Cause (any such terminations to be subject to the procedures set
forth in Section 13),
then
the Executive shall be entitled to receive, and the Company shall promptly
pay,
Accrued Benefits and, in lieu of further base salary for periods following
the
Termination Date, as liquidated damages and additional severance pay and in
consideration of the covenant of the Executive set forth in Section 14(a),
the
Termination Payment pursuant to Section 9(a).
9. Payments
Upon Termination.
(a) Termination
Payment.
The
“Termination Payment” shall be an amount equal to the Annual Cash Compensation
times two (2). The Termination Payment shall be paid to the Executive in cash
equivalent ten (10) business days after the Termination Date. Such lump sum
payment shall not be reduced by any present value or similar factor, and the
Executive shall not be required to mitigate the amount of the Termination
Payment by securing other employment or otherwise, nor will such Termination
Payment be reduced by reason of the Executive securing other employment or
for
any other reason. The Termination Payment shall be in lieu of, and acceptance
by
the Executive of the Termination Payment shall constitute the Executive’s
release of any rights of the Executive to, any other cash severance payments
under any Company severance policy, practice or agreement.
(b) Certain
Additional Payments by the Company.
(i) Notwithstanding
any other provision of this Agreement, if any portion of the Termination Payment
or any other payment under this Agreement, or under any other agreement with
or
plan of the Employer (in the aggregate, “Total Payments”), would constitute an
“excess parachute payment,” then the Company shall pay the Executive an
additional amount (the “Gross-Up Payment”) such that the net amount retained by
the Executive after deduction of any excise tax imposed under Section 4999
of the Code (or any successor provision) and any interest charges or penalties
in respect of the imposition of such excise tax (but not any federal, state
or
local income tax, or employment tax) on the Total Payments, and any federal,
state and local income tax, employment tax, and excise tax upon the payment
provided for by this Section 9(b)(i),
shall
be equal to the Total Payments. For purposes of determining the amount of the
Gross-Up Payment, the Executive shall be deemed to pay federal income tax and
employment taxes at the highest marginal rate of federal income and employment
taxation in the calendar year in which the Gross-Up Payment is to be made and
state and local income taxes at the highest marginal rate of taxation in the
state and locality of the Executive’s domicile for income tax purposes on the
date the Gross-Up Payment is made, net of the maximum reduction in federal
income taxes that may be obtained from the deduction of such state and local
taxes.
(ii) For
purposes of this Agreement, the terms “excess parachute payment” and “parachute
payments” shall have the meanings assigned to them in Section 280G of the
Code (or any successor provision) and such “parachute payments” shall be valued
as provided therein. Present value for purposes of this Agreement shall be
calculated in accordance with Section 1274(b)(2) of the Code (or any
successor provision). Promptly following a Covered Termination or notice by
the
Company to the Executive of its belief that there is a payment or benefit due
the Executive which will result in an “excess parachute payment” as defined in
Section 280G of the Code (or any successor provision), the Executive and
the Company, at the Company’s expense, shall obtain the opinion (which need not
be unqualified) of nationally recognized tax counsel (“National Tax Counsel”)
selected by the Company’s independent auditors and reasonably acceptable to the
Executive (which may be regular outside counsel to the Company), which opinion
sets forth (A) the amount of the Base Period Income, (B) the amount and present
value of Total Payments, (C) the amount and present value of any excess
parachute payments, and (D) the amount of any Gross-Up Payment. As used in
this
Agreement, the term “Base Period Income” means an amount equal to the
Executive’s “annualized includable compensation for the base period” as defined
in Section 280G(d)(1) of the Code. For purposes of such opinion, the value
of any noncash benefits or any deferred payment or benefit shall be determined
by the Company’s independent auditors in accordance with the principles of
Section 280G(d)(3) and (4) of the Code (or any successor provisions), which
determination shall be evidenced in a certificate of such auditors addressed
to
the Company and the Executive. The opinion of National Tax Counsel shall be
addressed to the Company and the Executive and shall be binding upon the Company
and the Executive. If such National Tax Counsel so requests in connection with
the opinion required by this Section 9(b),
the
Executive and the Company shall obtain, at the Company’s expense, and the
National Tax Counsel may rely on, the advice of a firm of recognized executive
compensation consultants as to the reasonableness of any item of compensation
to
be received by the Executive solely with respect to its status under
Section 280G of the Code and the regulations thereunder. Within five (5)
days after the National Tax Counsel’s opinion is received by the Company and the
Executive, the Company shall pay (or cause to be paid) or distribute (or cause
to be distributed) to or for the benefit of the Executive such amounts as are
then due to the Executive under this Agreement.
(iii) In
the
event that upon any audit by the Internal Revenue Service, or by a state or
local taxing authority, of the Total Payments or Gross-Up Payment, a change
is
finally determined to be required in the amount of taxes paid by the Executive,
appropriate adjustments shall be made under this Agreement such that the net
amount which is payable to the Executive after taking into account the
provisions of Section 4999 of the Code (or any successor provision) shall
reflect the intent of the parties as expressed in this Section 9,
in the
manner determined by the National Tax Counsel.
(iv) The
Company agrees to bear all costs associated with, and to indemnify and hold
harmless, the National Tax Counsel of and from any and all claims, damages,
and
expenses resulting from or relating to its determinations pursuant to this
Section 9(b),
except
for claims, damages or expenses resulting from the gross negligence or willful
misconduct of such firm.
(c) Additional
Benefits.
If
there is a Covered Termination and the Executive is entitled to Accrued Benefits
and the Termination Payment, then the Company shall provide to the Executive
the
following additional benefits:
(i) The
Executive shall receive, at the expense of the Company, outplacement services,
on an individualized basis at a level of service commensurate with the
Executive’s status with the Company immediately prior to the date of the Change
in Control of the Company (or, if higher, immediately prior to the termination
of the Executive’s employment), provided by a nationally recognized executive
placement firm selected by the Company; provided
that
the cost
to the Company of such services shall not exceed 10% of the Executive’s Annual
Base Salary.
(ii) Until
the
earlier of the end of the Employment Period or such time as the Executive has
obtained new employment and is covered by benefits which in the aggregate are
at
least equal in value to the following benefits, the Executive shall continue
to
be covered, at the expense of the Company, by the same or equivalent life
insurance, hospitalization, medical and dental coverage as was required
hereunder with respect to the Executive immediately prior to the date the Notice
of Termination is given.
(iii) The
Company shall bear up to $15,000 in the aggregate of fees and expenses of
consultants and/or legal or accounting advisors engaged by the Executive to
advise the Executive as to matters relating to the computation of benefits
due
and payable under this Section 9.
(iv) The
Company shall cause the Executive to be fully and immediately vested in his
accrued benefit under any supplemental executive retirement plan of the Employer
providing benefits for the Executive (the “SERP”) and in any defined
contribution retirement plan of the Employer. In addition, the Company shall
cause the Executive to be deemed to have satisfied any minimum years of service
requirement under the SERP for subsidized early retirement benefits regardless
of the Executive’s age and service at the Termination Date; provided,
however,
that
SERP benefits will be based on service to date with no additional credit for
service or age beyond such Termination Date.
(v) On
the
Termination Date, for purposes of determining Executive’s eligibility for
post-retirement benefits under any welfare benefit plan (as defined in Section
3(1) of the Employee Retirement Security Act of 1974, as amended) maintained
by
the Company immediately prior to the Change in Control of the Company and in
which Executive participated, immediately prior to the Change in Control of
the
Company, Executive shall be credited with the excess of two (2) years of
participation in the applicable medical plan and two (2) years of age over
the
actual years and fractional years of participation and age credited to Executive
as of the Change in Control of the Company. If after taking into account such
participation and age, Executive would have been eligible to receive such
post-retirement benefits had Executive retired immediately prior to the Change
in Control of the Company, Executive shall receive, commencing on the
Termination Date, post-retirement benefits based on the terms and conditions
of
the applicable plans in effect immediately prior to the Change in Control of
the
Company.
(vi) For
purposes of determining the Executive’s retirement benefits under the various
retirement benefits plans of the Company, Executive shall be deemed to be an
active employee receiving his Annual Base Salary and shall accordingly continue
to earn service and accrue benefits under such plans for an additional period
of
two (2) years following the Termination Date.
(vii) The
Company shall cause all performance plan awards granted to the Executive
pursuant to any long-term incentive plan maintained by the Company to be paid
out at target, as if all performance requirements had been satisfied, on a
pro
rata basis based on the completed portion of each award cycle.
(viii) The
Executive shall, after the Termination Date, retain all rights to
indemnification under applicable law or under the Company’s Certificate of
Incorporation or By-Laws, as they may be amended or restated from time to time,
to the extent any such amendment or restatement expands the Executive’s rights
to indemnification. In addition, the Company shall maintain Director’s and
Officer’s liability insurance on behalf of the Executive, provided the Executive
is eligible to be covered and has in fact been covered by such insurance, at
the
highest level in effect immediately prior to the date of the Change in Control
of the Company (or, if higher, immediately prior to the termination of the
Executive’s employment) including any such insurance that was reduced prior to a
Change in Control of the Company at the request of the person or entity
acquiring control of the Company or reasonably shown to be related to the Change
in Control of the Company, for the seven (7) year period following the
Termination Date.
10. Death.
(a) Except
as
provided in Section 10(b),
in the
event of a Covered Termination due to the Executive’s death, the Executive’s
estate, heirs and beneficiaries shall receive all the Executive’s Accrued
Benefits through the Termination Date.
(b) In
the
event the Executive dies after a Notice of Termination is given (i) by the
Company or (ii) by the Executive for Good Reason, the Executive’s estate,
heirs and beneficiaries shall be entitled to the benefits described in
Section 10(a)
and,
subject to the provisions of this Agreement, to such Termination Payment as
the
Executive would have been entitled to had the Executive lived. For purposes
of
this Section 10(b),
the
Termination Date shall be the earlier of thirty days following the giving of
the
Notice of Termination, subject to extension pursuant to Section 1(n),
or one
day prior to the end of the Employment Period.
11. Retirement.
If,
during the Employment Period, the Executive and the Employer shall execute
an
agreement providing for the early retirement of the Executive from the Employer,
or the Executive shall otherwise give notice that he is voluntarily choosing
to
retire early from the Employer, the Executive shall receive Accrued Benefits
through the Termination Date; provided,
that
if the
Executive’s employment is terminated by the Executive for Good Reason or by the
Company other than by reason of death, disability or Cause and the Executive
also, in connection with such termination, elects voluntary early retirement,
the Executive shall also be entitled to receive a Termination Payment pursuant
to Section 8.
12. Termination
for Disability.
If,
during the Employment Period, as a result of the Executive’s disability due to
physical or mental illness or injury (regardless of whether such illness or
injury is job-related), the Executive shall have been absent from the
Executive’s duties hereunder on a full-time basis for a period of six
consecutive months and, within thirty days after the Company notifies the
Executive in writing that it intends to terminate the Executive’s employment
(which notice shall not constitute the Notice of Termination contemplated
below), the Executive shall not have returned to the performance of the
Executive’s duties hereunder on a full-time basis, the Company may terminate the
Executive’s employment for purposes of this Agreement pursuant to a Notice of
Termination given in accordance with Section 13.
If the
Executive’s employment is terminated on account of the Executive’s disability in
accordance with this Section, the Executive shall receive Accrued Benefits
through the Termination Date and shall remain eligible for all benefits provided
by any long term disability programs of the Company in effect at the time of
such termination.
13. Termination
Notice and Procedure.
Any
Covered Termination by the Company or the Executive (other than a termination
of
the Executive’s employment that is a Covered Termination by virtue of
Section 2(b))
shall
be communicated by a written notice of termination (“Notice of Termination”) to
the Executive, if such Notice is given by the Company, and to the Company,
if
such Notice is given by the Executive, all in accordance with the following
procedures and those set forth in Section 23:
(a) If
such
termination is for disability, Cause or Good Reason, the Notice of Termination
shall indicate in reasonable detail the facts and circumstances alleged to
provide a basis for such termination.
(b) Any
Notice of Termination by the Company shall have been approved, prior to the
giving thereof to the Executive, by a resolution duly adopted by a majority
of
the directors of the Company (or any successor corporation) then in
office.
(c) If
the
Notice is given by the Executive for Good Reason, the Executive may cease
performing his duties hereunder on or after the date fifteen days after the
delivery of Notice of Termination and shall in any event cease employment on
the
Termination Date. If the Notice is given by the Company, then the Executive
may
cease performing his duties hereunder on the date of receipt of the Notice
of
Termination, subject to the Executive’s rights hereunder.
(d) The
Executive shall have thirty days, or such longer period as the Company may
determine to be appropriate, to cure any conduct or act, if curable, alleged
to
provide grounds for termination of the Executive’s employment for Cause under
this Agreement pursuant to Section 1(f)(iii).
(e) The
recipient of any Notice of Termination shall personally deliver or mail in
accordance with Section 23
written
notice of any dispute relating to such Notice of Termination to the party giving
such Notice within fifteen days after receipt thereof; provided,
however,
that if
the Executive’s conduct or act alleged to provide grounds for termination by the
Company for Cause is curable, then such period shall be thirty days. After
the
expiration of such period, the contents of the Notice of Termination shall
become final and not subject to dispute.
14.
Further
Obligations of the Executive.
(a) Competition.
The
Executive agrees that, in the event of any Covered Termination where the
Executive is entitled to Accrued Benefits and the Termination Payment, the
Executive shall not, for a period expiring one year after the Termination Date,
without the prior written approval of the Company’s Board of Directors,
participate in the management of, be employed by or own any business enterprise
at a location within the United States that engages in substantial competition
with the Company or its subsidiaries, where such enterprise’s revenues from any
competitive activities amount to 10% or more of such enterprise’s net revenues
and sales for its most recently completed fiscal year; provided,
however,
that
nothing in this Section 14(a)
shall
prohibit the Executive from owning stock or other securities of a competitor
amounting to less than five percent of the outstanding capital stock of such
competitor.
(b) Confidentiality.
During
and following the Executive’s employment by the Company, the Executive shall
hold in confidence and not directly or indirectly disclose or use or copy or
make lists of any confidential information or proprietary data of the Company
(including that of the Employer), except to the extent authorized in writing
by
the Board of Directors of the Company or required by any court or administrative
agency, other than to an employee of the Company or a person to whom disclosure
is reasonably necessary or appropriate in connection with the performance by
the
Executive of duties as an executive of the Company. Confidential information
shall not include any information known generally to the public or any
information of a type not otherwise considered confidential by persons engaged
in the same business or a business similar to that of the Company. All records,
files, documents and materials, or copies thereof, relating to the business
of
the Company which the Executive shall prepare, or use, or come into contact
with, shall be and remain the sole property of the Company and shall be promptly
returned to the Company upon termination of employment with the
Company.
15. Expenses
and Interest.
If,
after a Change in Control of the Company, (a) a dispute arises with respect
to the enforcement of the Executive’s rights under this Agreement or
(b) any legal or arbitration proceeding shall be brought to enforce or
interpret any provision contained herein or to recover damages for breach
hereof, in either case so long as the Executive is not acting in bad faith,
then
the Company shall reimburse the Executive for any reasonable attorneys’ fees and
necessary costs and disbursements incurred as a result of the dispute, legal
or
arbitration proceeding (“Expenses”), and prejudgment interest on any money
judgment or arbitration award obtained by the Executive calculated at the rate
of interest announced by M&I Xxxxxxxx & Xxxxxx Bank, from time to time
at its prime or base lending rate from the date that payments to him or her
should have been made under this Agreement. Within ten days after the
Executive’s written request therefor, the Company shall pay to the Executive, or
such other person or entity as the Executive may designate in writing to the
Company, the Executive’s reasonable Expenses in advance of the final disposition
or conclusion of any such dispute, legal or arbitration proceeding.
16. Payment
Obligations Absolute.
The
Company’s obligation during and after the Employment Period to pay the Executive
the amounts and to make the benefit and other arrangements provided herein
shall
be absolute and unconditional and shall not be affected by any circumstances,
including, without limitation, any setoff, counterclaim, recoupment, defense
or
other right which the Company may have against him or anyone else, except as
provided in Section
20.
Executive shall not be required to mitigate damages or the amount of any payment
provided for under this Agreement by seeking other employment or otherwise,
and
compensation earned from such employment or otherwise shall not reduce the
amounts otherwise payable under this Agreement. Except as provided in
Section 15,
all
amounts payable by the Company hereunder shall be paid without notice or demand.
Each and every payment made hereunder by the Company shall be final, and the
Company will not seek to recover all or any part of such payment from the
Executive, or from whomsoever may be entitled thereto, for any reason
whatsoever.
| 17. |
Successors.
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(a) If
the
Company sells, assigns or transfers all or substantially all of its business
and
assets to any Person or if the Company merges into or consolidates or otherwise
combines (where the Company does not survive such combination) with any Person
(any such event, a “Sale of Business”), then the Company shall assign all of its
right, title and interest in this Agreement as of the date of such event to
such
Person, and the Company shall cause such Person, by written agreement in form
and substance reasonably satisfactory to the Executive, to expressly assume
and
agree to perform from and after the date of such assignment all of the terms,
conditions and provisions imposed by this Agreement upon the Company. Failure
of
the Company to obtain such agreement prior to the effective date of such Sale
of
Business shall be a breach of this Agreement constituting “Good Reason”
hereunder, except that for purposes of implementing the foregoing the date
upon
which such Sale of Business becomes effective shall be deemed the Termination
Date. In case of such assignment by the Company and of assumption and agreement
by such Person, as used in this Agreement, “Company” shall thereafter mean such
Person which executes and delivers the agreement provided for in this
Section 17
or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law, and this Agreement shall inure to the benefit of, and be
enforceable by, such Person. The Executive shall, in his or her discretion,
be
entitled to proceed against any or all of such Persons, any Person which
theretofore was such a successor to the Company and the Company (as so defined)
in any action to enforce any rights of the Executive hereunder. Except as
provided in this Section 17(a),
this
Agreement shall not be assignable by the Company. This Agreement shall not
be
terminated by the voluntary or involuntary dissolution of the
Company.
(b) This
Agreement and all rights of the Executive shall inure to the benefit of and
be
enforceable by the Executive’s personal or legal representatives, executors,
administrators, heirs and beneficiaries. All amounts payable to the Executive
under Sections 7,
8, 9, 10, 11, 12 and 15
if the
Executive had lived shall be paid, in the event of the Executive’s death, to the
Executive’s estate, heirs and representatives; provided,
however,
that the
foregoing shall not be construed to modify any terms of any benefit plan of
the
Employer, as such terms are in effect on the date of the Change in Control
of
the Company, that expressly govern benefits under such plan in the event of
the
Executive’s death.
18. Severability.
The
provisions of this Agreement shall be regarded as divisible, and if any of
said
provisions or any part hereof are declared invalid or unenforceable by a court
of competent jurisdiction, the validity and enforceability of the remainder
of
such provisions or parts hereof and the applicability thereof shall not be
affected thereby.
19. Contents
of Agreement; Waiver of Rights; Amendment.
This
Agreement sets forth the entire understanding between the parties hereto with
respect to the subject matter hereof and supercedes, and the Executive hereby
waives all rights under, any prior or other agreement or understanding between
the parties with respect to such subject matter between the Company and the
Executive. This Agreement may not be amended or modified at any time except
by
written instrument executed by the Company and the Executive.
20. Withholding.
The
Company shall be entitled to withhold from amounts to be paid to the Executive
hereunder any federal, state or local withholding or other taxes or charges
which it is from time to time required to withhold; provided,
that
the
amount so withheld shall not exceed the minimum amount required to be withheld
by law. The Company shall be entitled to rely on an opinion of the National
Tax
Counsel if any question as to the amount or requirement of any such withholding
shall arise.
21. Certain
Rules of Construction.
No
party shall be considered as being responsible for the drafting of this
Agreement for the purpose of applying any rule construing ambiguities against
the drafter or otherwise. No draft of this Agreement shall be taken into account
in construing this Agreement. Any provision of this Agreement which requires
an
agreement in writing shall be deemed to require that the writing in question
be
signed by the Executive and an authorized representative of the
Company.
22. Governing
Law; Resolution of Disputes.
This
Agreement and the rights and obligations hereunder shall be governed by and
construed in accordance with the laws of the State of Wisconsin. Any dispute
arising out of this Agreement shall, at the Executive’s election, be determined
by arbitration under the rules of the American Arbitration Association then
in
effect (in which case both parties shall be bound by the arbitration award)
or
by litigation. Whether the dispute is to be settled by arbitration or
litigation, the venue for the arbitration or litigation shall be Milwaukee,
Wisconsin or, at the Executive’s election, if the Executive is not then residing
or working in the Milwaukee, Wisconsin metropolitan area, in the judicial
district encompassing the city in which the Executive resides; provided,
that,
if the
Executive is not then residing in the United States, the election of the
Executive with respect to such venue shall be either Milwaukee, Wisconsin or
in
the judicial district encompassing that city in the United States among the
thirty cities having the largest population (as determined by the most recent
United States Census data available at the Termination Date) which is closest
to
the Executive’s residence. The parties consent to personal jurisdiction in each
trial court in the selected venue having subject matter jurisdiction
notwithstanding their residence or situs, and each party irrevocably consents
to
service of process in the manner provided hereunder for the giving of notices.
23. Notice.
Notices
given pursuant to this Agreement shall be in writing and, except as otherwise
provided by Section 13(d),
shall
be deemed given when actually received by the Executive or actually received
by
the Company’s Secretary or any officer of the Company other than the Executive.
If mailed, such notices shall be mailed by United States registered or certified
mail, return receipt requested, addressee only, postage prepaid, if to the
Company, to Regal-Beloit Corporation, Attention: Secretary (or President, if
the
Executive is then Secretary), 000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx 00000-0000,
or
if to the Executive, at the address set forth below the Executive’s signature to
this Agreement, or to such other address as the party to be notified shall
have
theretofore given to the other party in writing.
24. No
Waiver.
No
waiver by either party at any time of any breach by the other party of, or
compliance with, any condition or provision of this Agreement to be performed
by
the other party shall be deemed a waiver of similar or dissimilar provisions
or
conditions at the same time or any prior or subsequent time.
25. Headings.
The
headings herein contained are for reference only and shall not affect the
meaning or interpretation of any provision of this Agreement..
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
| REGAL-BELOIT CORPORATION | ||
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By:
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Name: Title:
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Attest:
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Name: Title:
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| EXECUTIVE: | ||
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(SEAL)
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Address:
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