REGAL BELOIT CORP (Form: 8-K, Received: 05/04/2018 16:09:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________________

Date of Report

(Date of earliest event reported)

April 30, 2018

REGAL BELOIT Corporation

(Exact name of registrant as specified in its charter)



Wisconsin	1-7283	39-0875718
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 State Street, Beloit, Wisconsin 53511

(Address of principal executive offices, including zip code)

(608) 364-8800

(Registrant’s telephone number, including area code)

REGAL BELOIT Corporation

(Former name or former address, if changed since last report)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(A) of the Exchange Act. ¨


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Regal Beloit Corporation 2018 Equity Incentive Plan

As described under Item 5.07 of this Current Report on Form 8-K, at the 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of Regal Beloit Corporation (the “Company”) held on April 30, 2018, the shareholders of the Company approved the Regal Beloit Corporation 2018 Equity Incentive Plan (the “2018 Plan”).

The 2018 Plan authorizes the grant of equity-based incentive awards to eligible participants. The 2018 Plan provides that 2,100,000 shares of the Company’s common stock are reserved for issuance, subject to adjustment in case of certain events described in the 2018 Plan, plus the number of shares reserved under the 2013 Plan that are not the subject of outstanding awards.

The 2018 Plan is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2018 (the “Proxy Statement”), and the full text of the 2018 Plan was attached to the Proxy Statement as Appendix A. The description of the 2018 Plan set forth above is a summary only and is qualified in its entirety by reference to the full text of the 2018 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

2018 Plan Award Agreements

In connection with the adoption of the 2018 Plan, the Committee approved a form of Stock Appreciation Rights Award Agreement, a form of Restricted Stock Unit Award Agreement, a form of Performance Share Unit Award Agreement (Return on Invested Capital) and a form of Performance Share Unit Award Agreement (Total Shareholder Return) for the issuance of awards under the 2018 Plan (collectively, the “Agreements”). Copies of the Agreements are filed as Exhibits 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders .

On April 30, 2018, the Company held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”) for the purposes of (i) electing ten directors for terms expiring at the 2019 Annual Meeting of Shareholders; (ii) holding a shareholder advisory vote on the compensation of the Company’s named executive officers; (iii) ratifying the selection of Deloitte & Touche LLP as the independent auditors for the Company for the year ending December 29, 2018; and (iv) seeking shareholder approval of the 2018 Plan.

As of the March 7, 2018 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 43,968,696 shares of the Company’s common stock were outstanding and eligible to vote. A total of 42,028,790 shares were voted in person or by proxy at the Annual Meeting.

The following are the final votes on the matters presented for approval at the Annual Meeting:

Election of Directors:



Name	For	Against	Abstain	Broker Non-Votes

Stephen M. Burt	40,591,158	148,152	15,081	1,274,399
Anesa T. Chaibi	40,652,685	85,964	15,742	1,274,399
Christopher L. Doerr	40,063,057	671,834	19,500	1,274,399
Thomas J. Fischer	36,902,167	3,837,018	15,206	1,274,399
Dean A. Foate	39,463,207	1,277,211	13,973	1,274,399
Mark J. Gliebe	39,633,799	1,097,857	22,735	1,274,399
Henry W. Knueppel	40,016,075	723,911	14,405	1,274,399
Rakesh Sachdev	33,165,156	7,569,112	20,123	1,274,399
Curtis W. Stoelting	40,477,043	262,020	15,328	1,274,399
Jane L. Warner	40,527,315	210,410	16,666	1,274,399

Advisory vote on the compensation of the Company’s named executive officers:



For	Against	Abstain	Broker Non-Votes

38,141,290	2,568,223	44,878	1,274,399

Vote on ratification of the selection of Deloitte & Touche LLP as the independent auditors for 2018:



For	Against	Abstain

41,267,485	742,042	19,263

Approval of the Regal Beloit Corporation 2018 Equity Incentive Plan:



For	Against	Abstain	Broker Non-Votes

38,029,682	2,685,086	39,623	1,274,399

Item 9.01 Financial Statements and Exhibits .


(a)	Not applicable.


(b)	Not applicable.


(c)	Not applicable.


(d)	Exhibits . The following exhibits are being filed herewith:



Exhibit Number		Exhibit Description
10.1		Regal Beloit Corporation 2018 Equity Incentive Plan (incorporated by reference to Appendix A to Regal Beloit Corporation’s definitive proxy statement on Schedule 14A filed on March 21, 2018 for the Regal Beloit Corporation 2018 annual meeting of shareholders held April 30, 2018 (File No. 1-07283)).
10.2		Form of Stock Appreciation Rights Award Agreement under the Regal Beloit Corporation 2018 Equity Incentive Plan.
10.3		Form of Restricted Stock Unit Award Agreement under the Regal Beloit Corporation 2018 Equity Incentive Plan.
10.4		Form of Performance Share Unit Award Agreement (Return on Invested Capital) under the Regal Beloit Corporation 2018 Equity Incentive Plan.
10.5		Form of Performance Share Unit Award Agreement (Total Shareholder Return) under the Regal Beloit Corporation 2018 Equity Incentive Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	REGAL BELOIT CORPORATION
Date: May 4, 2018	By: /s/ Thomas E. Valentyn Thomas E. Valentyn Vice President, General Counsel and Secretary

REGAL BELOIT CORPORATION -- 2018 EQUITY INCENTIVE PLAN

STOCK APPRECIATION RIGHTS AWARD

[Name]

[Address]

Dear ___________:

You have been granted stock appreciation rights (the “SARs”) with respect to shares of common stock of Regal Beloit Corporation (the “Company”) under the Regal Beloit Corporation 2018 Equity Incentive Plan (the “Plan”) with the following terms and conditions:



Grant Date:	__________, 20____
Expiration Date:	Tenth (10 ^th ) anniversary of the Grant Date
Number of SARs:	__________________
Grant Price per SAR:	U.S. $_____________
Vesting:	Your SARs will vest and become exercisable beginning on the second anniversary of the Grant Date as follows: 2nd Anniversary of Grant Date: 40% 3rd Anniversary of Grant Date: 20% 4th Anniversary of Grant Date: 20% 5th Anniversary of Grant Date: 20%
Exercise:	You may exercise this SAR Award only to the extent vested and only if the Award has not terminated. This SAR Award may not be exercised after the expiration date set forth above, or the earlier date that the Award terminates in connection with your termination of service in accordance with the terms of the Plan. This SAR Award can only be exercised if the Fair Market Value of the Shares as to which it is being exercised exceeds the grant price for those Shares. In addition, your ability to exercise the SARs may be restricted by the Company if required by applicable law. You may exercise your SAR Award by completing your transaction on-line using the account provided by the Company’s designated stock plan administrator. However, the SAR will not be exercised until you have satisfied all applicable withholding taxes due as a result of the exercise. Upon exercise of the SAR, the excess of the Fair Market Value of the number of SARs being exercised (as determined on the date of exercise) over the Grant Price of such SARs shall be paid to you in whole Shares having an aggregate Fair Market Value equal to the amount due. Any fractional Shares shall be cancelled.



Termination of Service:	If your service with the Company terminates (for any reason except for Cause), you may exercise this SAR Award to the extent vested as of the last day of your service for up to 180 days after your termination date or, if earlier, the expiration date of this SAR Award. Exceptions are made for termination of service due to such reasons as death or Disability in accordance with the terms of the Plan. Your entire SAR Award is terminated immediately if the Company or an Affiliate terminates your employment or service for Cause, or if your employment or service is terminated at a time when you could be terminated for Cause. In addition, if you are not terminated for Cause but the Administrator later determines that you could have been terminated for Cause if all facts had been known at that time, your SAR Award will terminate immediately on the date of such determination. If you have submitted a notice of exercise while the Administrator is considering whether you should be (or could have been) terminated for Cause, your exercise will be suspended pending such determination. If it is determined that you are (or could have been) terminated for Cause, your SAR Award will terminate and your notice of exercise will be rescinded. If someone else wants to exercise this SAR Award after your death, that person must contact the Company and prove to the Company’s satisfaction that he or she is entitled to do so.
Change of Control:	Upon a Change of Control, this Award will be treated as provided in the Plan.
Restrictions on Resale:	By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
Transferability of Award:	Except as otherwise provided in the Plan, you may not assign, alienate, sell or transfer this Award for any reason, other than under your will or as required by the laws of descent and distribution. This Award also may not be pledged, attached, or otherwise encumbered. Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall be null and void and unenforceable against the Company or any Affiliate.



Tax Withholding:	To the extent that the vesting or exercise of the SARs results in income to you for Federal, state or local income tax purposes, or the Company is otherwise required to withhold amounts with respect to the SARs, you shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under this Award or other compensation payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement in connection with the exercise of your SARs, in whole or in part, in cash or by electing to have the Company withhold for its own account that number of Shares otherwise deliverable to you upon the exercise of the SARs having an aggregate Fair Market Value sufficient to satisfy the Company’s withholding obligation; provided that the amount to be withheld may not exceed the total maximum statutory tax withholding obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date on which the applicable withholding obligation arises.
Restrictive Covenants:	By accepting this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement, if (1) while you are employed by or in service with the Company or any Affiliate, you compete with the Company or an Affiliate, participate in any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized by the Company, any confidential business information or trade secrets that you obtain during the course of your employment or service with the Company or any Affiliate; or (2) after you are no longer employed by or in service with the Company or any Affiliate, you are determined by the Administrator in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”), or (B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement if such Restrictive Agreement were then in effect.



Miscellaneous:	• As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. • As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award, and any Shares issued or cash paid pursuant to this Award, shall be subject to (A) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time (to the extent contemplated by such policies) and (B) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to time (to the extent contemplated by such requirements). • In general, this Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be amended or terminated by the Administrator or the Company without your consent in accordance with the provisions of the Plan. • The failure of the Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. • This Award shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives.
Prospectus Delivery/Access:	• By accepting this Award you acknowledge that a prospectus for the Plan, along with a copy of the Plan and the Company’s most recent Annual Report to Shareholders, has been made available to you electronically via the Company’s designated stock plan administrator’s web portal. • A paper copy of the prospectus for the Plan is also available to participants upon request.

This Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.

UNLESS YOU DECLINE THIS AWARD WITHIN 90 DAYS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD AND THE PLAN.

REGAL BELOIT CORPORATION

By: ____________________________

Name: Mark J. Gliebe

Title: Chairman/CEO

REGAL BELOIT CORPORATION -- 2018 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

[Name]

[Address]

Dear _____________________:

You have been granted an award of Restricted Stock Units (an “Award”) under the Regal Beloit Corporation 2018 Equity Incentive Plan (the “Plan”) with the following terms and conditions:



Grant Date:	__________, 20____
Number of Restricted Stock Units:	__________________ (_______) Units
Vesting Schedule:	One hundred percent (100%) of your Restricted Stock Units will vest on the third anniversary of the Grant Date. If your employment or service with the Company terminates (voluntarily or involuntarily) before your Restricted Stock Units are 100% vested, then all nonvested Restricted Stock Units will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death or Disability, in accordance with the terms of the Plan.
Issuance of Shares:	As soon as reasonably practicable after your Restricted Stock Units vest, the Company will issue to you a number of Shares equal to the number of Restricted Stock Units that have vested. In all events such settlement of any vested Restricted Stock Units shall occur no later than March 15 of the year following the year of vesting unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code, and subject to applicable withholding.
Change of Control:	Upon a Change of Control, this Award will be treated as provided in the Plan.
Transferability of Shares:	By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
Rights as Shareholder:	You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the Restricted Stock Units unless and until Shares are issued therefor upon vesting of the units. Accordingly, prior to Shares being issued to you upon vesting of the Restricted Stock Units, you may not exercise any voting rights and you will not be entitled to receive any dividends, dividend equivalent payments and other distributions paid with respect to any such Shares underlying the Restricted Stock Units.



Transferability of Award:	Except as otherwise provided in the Plan, you may not assign, alienate, sell or transfer this Award for any reason, other than under your will or as required by the laws of descent and distribution. This Award also may not be pledged, attached, or otherwise encumbered. Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall be null and void and unenforceable against the Company or any Affiliate.
Tax Withholding:	To the extent that the vesting of the Restricted Stock Units results in income to you for Federal, state or local income tax purposes, or the Company is otherwise required to withhold amounts with respect to the Restricted Stock Units, you shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under this Award or other compensation payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement, in connection with the earning of the Restricted Stock Units, in whole or in part, in cash or by electing to have the Company withhold for its own account that number of Shares otherwise deliverable to you upon vesting of the Restricted Stock Units having an aggregate Fair Market Value sufficient to satisfy the Company’s withholding obligation; provided that the amount to be withheld may not exceed the total maximum statutory tax withholding obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date on which the applicable withholding obligation arises.
Restrictive Covenants:	By accepting this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement, if (1) while you are employed by or in service with the Company or any Affiliate, you compete with the Company or an Affiliate, participate in any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized by the Company, any confidential business information or trade secrets that you obtain during the course of your employment or service with the Company or any Affiliate; or (2) after you are no longer employed by or in service with the Company or any Affiliate, you are determined by the Administrator in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”), or (B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement if such Restrictive Agreement were then in effect.



Miscellaneous:	• As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. • In general, this Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be amended or terminated by the Administrator or the Company without your consent in accordance with the provisions of the Plan. • The failure of the Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. • This Award shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives. • This Award may be executed in counterparts.
Prospectus Delivery/Access:	• By accepting this Award you acknowledge that a prospectus for the Plan, along with a copy of the Plan and the Company’s most recent Annual Report to Shareholders, has been made available to you electronically via the Company’s designated stock plan administrator’s web portal. • A paper copy of the prospectus for the Plan is also available to participants upon request.

BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED STOCK UNIT AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD AND THE PLAN.

REGAL BELOIT CORPORATION

By: ____________________________

Name: Mark J. Gliebe

Title: Chairman/CEO

REGAL BELOIT CORPORATION -- 2018 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD – ROIC Based

[Name]

[Address]

Dear _____________________:

You have been granted an award of Performance Share Units (an “Award”) under the Regal Beloit Corporation 2018 Equity Incentive Plan (the “Plan”) with the following terms and conditions:



Grant Date:	____________
Number of Performance Share Units (“PSUs”): Performance Period:	Target PSUs: _________ Maximum PSUs: 2x Target ___________________________
Performance Vesting for PSUs:	The performance metric that will determine the number of PSUs you earn will be the Company’s average annual return on invested capital (“ROIC”) over the performance period specified above. ROIC for each fiscal year in the performance period will be calculated as (i) the Company’s adjusted net operating profit after tax, divided by (ii) the Company’s total invested capital as of the end of such fiscal year, in each case as determined by the Administrator in its discretion. The number of PSUs earned will be as follows: Average Annual ROIC at or below [●]% = Zero PSUs Average Annual ROIC at [●]% = Target PSUs Average Annual ROIC at or above [●]% = Maximum PSUs The number of PSUs earned will be interpolated between (i) zero and Target PSUs for average annual ROIC between [●]% and [●]%, or (ii) Target PSUs and Maximum PSUs for average annual ROIC between [●]% and [●]%. The PSUs also are subject to the Company having positive adjusted operating profit for fiscal year [●], as certified by the Administrator. Any PSUs that are earned based on performance will be earned on the date that the Administrator determines the achievement of the average annual ROIC. Any PSUs that are not earned on such date shall be forfeited. If your employment or service with the Company and its Affiliates terminates (voluntarily or involuntarily) before the PSUs have been earned, then all unearned PSUs will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death or Disability, in accordance with the terms of the Plan.
Change of Control:	Upon a Change of Control, this Award will be treated as provided in the Plan.



Issuance of Shares:	As soon as reasonably practicable after any PSUs have been earned, the Company will issue to you a number of Shares equal to the number of PSUs that have been earned. In all events such settlement of any earned PSUs shall occur no later than March 15 of the year following the year in which the PSUs are earned unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code, and subject to applicable withholding.
Transferability of Shares:	By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
Rights as Shareholder:	You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the PSUs unless and until Shares are issued therefore. Accordingly, prior to Shares being issued to you as a result of PSUs being earned, you may not exercise any voting rights and you will not be entitled to receive any dividends, dividend equivalent payments and other distributions paid with respect to any such Shares underlying the PSUs.
Transferability of Award:	Except as otherwise provided in the Plan, you may not assign, alienate, sell or transfer this Award for any reason, other than under your will or as required by the laws of descent and distribution. This Award also may not be pledged, attached or otherwise encumbered. Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall be null and void and unenforceable against the Company or any Affiliate.
Tax Withholding:	To the extent that the earning or payment of the PSUs results in income to you for Federal, state or local income tax purposes, or the Company is otherwise required to withhold amounts with respect to the PSUs, you shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under this Award or other compensation payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement in connection with the earning of PSUs, in whole or in part, in cash or by electing to have the Company withhold for its own account that number of Shares otherwise deliverable to you upon the earning of the PSUs having an aggregate Fair Market Value sufficient to satisfy the Company’s withholding obligation; provided that the amount to be withheld may not exceed the total maximum statutory tax withholding obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date on which the applicable withholding obligation arises.



Restrictive Covenants:	By accepting this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement, if (1) while you are employed by or in service with the Company or any Affiliate, you compete with the Company or an Affiliate, participate in any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized by the Company, any confidential business information or trade secrets that you obtain during the course of your employment or service with the Company or any Affiliate; or (2) after you are no longer employed by or in service with the Company or any Affiliate, you are determined by the Administrator in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”), or (B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement if such Restrictive Agreement were then in effect.
Miscellaneous:	• As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. • As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award, and any Shares issued or cash paid pursuant to this Award, shall be subject to (1) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time (to the extent contemplated by such policies) and (2) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to time (to the extent contemplated by such requirements). • In general, this Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be amended or terminated by the Administrator or the Company without your consent in accordance with the provisions of the Plan and the Administrator shall have the right, in its sole discretion, to adjust the Performance Goals at any time to reflect changes affecting ROIC that were not contemplated at the time the Performance Goals were established. • The failure of the Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. • This Award shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives. • This Award may be executed in counterparts.



Prospectus Delivery/Access:	• By accepting this Award you acknowledge that a prospectus for the Plan, along with a copy of the Plan and the Company’s most recent Annual Report to Shareholders, has been made available to you electronically via the Company’s designated stock plan administrator’s web portal. • A paper copy of the prospectus for the Plan is also available to participants upon request.

UNLESS YOU DECLINE THIS AWARD WITHIN 90 DAYS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD AND THE PLAN.

REGAL BELOIT CORPORATION

By: ____________________________

Name: Mark J. Gliebe

Title: Chairman/CEO

REGAL BELOIT CORPORATION -- 2018 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD – TSR Based

[Name]

[Address]

Dear _____________________:

You have been granted an award of Performance Share Units (an “Award”) under the Regal Beloit Corporation 2018 Equity Incentive Plan (the “Plan”) with the following terms and conditions:



Grant Date:	____________
Number of Performance Share Units (“PSUs”): Performance Period:	Target PSUs: _________ Maximum PSUs: 2x Target ___________________________
Performance Vesting for PSUs:	The performance metric that will determine the number of PSUs you earn will be the Company’s cumulative 3-year total shareholder return (“TSR”) over the performance period specified above relative to the Company’s designated peer group as set forth in Appendix A to this Award (the “Peer Group”). For purposes of calculating TSR, the trading price of the Shares will be measured using the average trading price over the 90 days prior to the first day of the Performance Period and the average trading price over the 90 days ending on the last day of the Performance Period. The number of PSUs earned will be as follows: TSR at 25 ^th Percentile of the Peer Group = Zero PSUs TSR at 50 ^th Percentile of the Peer Group = Target PSUs TSR at 75 ^th Percentile of the Peer Group = Maximum PSUs The number of PSUs earned will be interpolated between (i) zero and Target PSUs for performance between the 25 ^th Percentile of the Peer Group and the 50 ^th Percentile of the Peer Group, or (ii) Target PSUs and Maximum PSUs for performance between the 50 ^th Percentile of the Peer Group and the 75 ^th Percentile of the Peer Group. The PSUs also are subject to the Company having positive adjusted operating profit for fiscal year [●], as certified by the Administrator. Any PSUs that are earned based on performance will be earned on the date that the Administrator certifies the achievement of the applicable level of relative TSR. Any PSUs that are not earned on such date shall be forfeited. If your employment or service with the Company and its Affiliates terminates (voluntarily or involuntarily) before the PSUs have been earned, then all unearned PSUs will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death or Disability, in accordance with the terms of the Plan.
Change of Control:	Upon a Change of Control, this Award will be treated as provided in the Plan.



Issuance of Shares:	As soon as reasonably practicable after any PSUs have been earned, the Company will issue to you a number of Shares equal to the number of PSUs that have been earned. In all events such settlement of any earned PSUs shall occur no later than March 15 of the year following the year in which the PSUs are earned unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code, and subject to applicable withholding.
Transferability of Shares:	By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
Rights as Shareholder:	You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the PSUs unless and until Shares are issued therefore. Accordingly, prior to Shares being issued to you as a result of PSUs being earned, you may not exercise any voting rights and you will not be entitled to receive any dividends, dividend equivalent payments and other distributions paid with respect to any such Shares underlying the PSUs.
Transferability of Award:	Except as otherwise provided in the Plan, you may not assign, alienate, sell or transfer this Award for any reason, other than under your will or as required by the laws of descent and distribution. This Award also may not be pledged, attached or otherwise encumbered. Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall be null and void and unenforceable against the Company or any Affiliate.
Tax Withholding:	To the extent that the earning or payment of the PSUs results in income to you for Federal, state or local income tax purposes, or the Company is otherwise required to withhold amounts with respect to the PSUs, you shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under this Award or other compensation payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement in connection with the earning of PSUs, in whole or in part, in cash or by electing to have the Company withhold for its own account that number of Shares otherwise deliverable to you upon the earning of the PSUs having an aggregate Fair Market Value sufficient to satisfy the Company’s withholding obligation; provided that the amount to be withheld may not exceed the total maximum statutory tax withholding obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date on which the applicable withholding obligation arises.



Restrictive Covenants:	By accepting this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement, if (1) while you are employed by or in service with the Company or any Affiliate, you compete with the Company or an Affiliate, participate in any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized by the Company, any confidential business information or trade secrets that you obtain during the course of your employment or service with the Company or any Affiliate; or (2) after you are no longer employed by or in service with the Company or any Affiliate, you are determined by the Administrator in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”), or (B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement if such Restrictive Agreement were then in effect.
Miscellaneous:	• As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. • As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award, and any Shares issued or cash paid pursuant to this Award, shall be subject to (1) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time (to the extent contemplated by such policies) and (2) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to time (to the extent contemplated by such requirements). • In general, this Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be amended or terminated by the Administrator or the Company without your consent in accordance with the provisions of the Plan, and the Administrator shall have the right, in its sole discretion, to adjust the method of calculating TSR that were not contemplated at the time this Award was granted. • The failure of the Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. • This Award shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives. • This Award may be executed in counterparts.



Prospectus Delivery/Access:	• By accepting this Award you acknowledge that a prospectus for the Plan, along with a copy of the Plan and the Company’s most recent Annual Report to Shareholders, has been made available to you electronically via the Company’s designated stock plan administrator’s web portal. • A paper copy of the prospectus for the Plan is also available to participants upon request.

UNLESS YOU DECLINE THIS AWARD WITHIN 90 DAYS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD AND THE PLAN.

REGAL BELOIT CORPORATION

By: ____________________________

Name: Mark J. Gliebe

Title: Chairman/CEO

Appendix A

Peer Group



AMETEK, Inc.	Colfax Corporation	Crane Co.
Donaldson Company, Inc.	Flowserve Corp.	Hubbell Incorporated
Kennametal Inc.	Lennox International	Lincoln Electric Holdings Inc.
Owens Corning	Pentair plc	Rexnord Corp.
Rockwell Automation, Inc.	Rockwell Collins Inc.	Roper Technologies, Inc.
Snap-On Incorporated	Terex Corporation	The Timken Co.
Valmont Industries, Inc.	Xylem Inc.

Any of the companies listed above that have been acquired by a third party or are no longer in existence at the end of the Performance Period will be excluded from the Peer Group for purposes of the calculation of relative TSR. The Administrator may make other adjustments to the Peer Group during the performance period in its sole discretion.