SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG Roller Bearing Holding Company, Inc., Dr. Michael J. Hartnett and Hartnett Family Investments, L.P. AND Whitney RBHC Investor, LLC and Whitney V, L.P. Dated as of February 6, 2003Stockholders’ Agreement • August 8th, 2005 • RBC Bearings INC • Ball & roller bearings • New York
This Second Amended and Restated Stockholder’s Agreement, dated as of this 6th day of February, 2003, by and among Roller Bearing Holding Company, Inc., a Delaware corporation (“Holdings”), Whitney RBHC Investor, LLC, a Delaware limited liability company (“Whitney Investor”) and Whitney V, L.P., a Delaware limited partnership (“Whitney V” and, collectively with Whitney Investor, “Whitney”), Dr. Michael J. Hartnett and Hartnett Family Investments, L.P., a Delaware limited partnership (together with Dr. Michael J. Hartnett, “Hartnett” and together with Whitney, collectively the “Initial Parties” and individually an “Initial Party”) and the Persons who by operation of Section 2.6 become a party hereto.
FORM OF AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 8th, 2005 • RBC Bearings INC • Ball & roller bearings • New York
This Amendment No. 1 (this “Amendment Agreement”) dated as of August , 2005 (the “Effective Date”) to the Second Amended and Restated Stockholders’ Agreement, dated February 6, 2003, (the “Stockholders’ Agreement”), is entered into by and among RBC Bearings Incorporated (f/k/a Roller Bearing Holding Company Inc.), a Delaware corporation (the “Company” or “Holdings”), Whitney RBHC Investor, LLC a Delaware limited liability company (“Whitney Investor”) and Whitney V, L.P., a Delaware limited partnership (“Whitney V” and, collectively with Whitney Investor, “Whitney”), Dr. Michael J. Hartnett and Hartnett Family Investments, L.P., a Delaware limited partnership (together with Dr. Michael J. Hartnett, “Hartnett” and together with Whitney, collectively the “Initial Parties” and individually an “Initial Party”).
EMPLOYMENT AGREEMENT WITH MICHAEL J. HARTNETTEmployment Agreement • August 8th, 2005 • RBC Bearings INC • Ball & roller bearings • Connecticut
This Employment Agreement (the “Employment Agreement”) is dated as of this first day of July, 2005 (the “Commencement Date”), and made between RBC Bearings Incorporated, a Delaware corporation (“Employer” or the “Company”), and Michael J. Hartnett Ph.D. (“Employee”). Prior to and through the time of their entry into this Agreement, Employee has served as Employer’s President and Chief Executive Officer (“Prior Employment”). both parties wish to continue this employment relationship under the terms reflected in this Agreement.
