REGAL BELOIT CORPORATION

EXECUTIVE EMPLOYMENT AGREEMENT

This the Executive Employment Agreement (the “ Agreement ”) is made and entered into on March 12, 2019, by and between Louis V. Pinkham (the “ Executive ”) and Regal Beloit Corporation, a Wisconsin corporation, along with any successor thereto (the “ Company ”).

WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and

WHEREAS, the Executive desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1.     Effective Date; Term; At-Will Employment .

1.1     Effective Date . This Agreement shall become effective, and the Executive’s employment with the Company shall commence, on April 1, 2019 (the “ Effective Date ”), provided that (a) the Executive resigns from his prior employer prior to such date, and (b) the Executive reports to the Company for work on the Effective Date. If either of (a) or (b) is not satisfied as of the Effective Date, then this Agreement shall automatically terminate and be of no further force and effect.

1.2     Term . This Agreement shall govern the terms of the Executive’s employment with the Company from the Effective Date until termination of the Executive’s employment. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the “ Employment Term .”

1.3     At-Will Employment . Notwithstanding anything herein to the contrary, the Executive agrees and acknowledges that his employment with the Company shall be at-will, meaning that either the Executive or the Company may terminate the Executive’s employment and this Agreement at any time, subject to the terms and conditions herein.

1.4     Coordination with KEESA . The Executive’s rights under this Agreement shall be of no force and effect during the Employment Period to the extent that the Executive has become entitled to duplicative or greater rights with respect to similar payments under the Key Executive Employment and Severance Agreement between the Executive and the Company dated as of the date hereof and as amended from time to time in accordance with its terms (the “ KEESA ”).

2.     Position and Duties .

2.1     Position . During the Employment Term, the Executive shall serve as the Chief the Executive Officer of the Company, reporting to the Board of Directors of the Company (the “ Board ”) and the Chairman of the Board. The Executive shall have such duties, authority, and responsibilities as are consistent with the Executive’s position, and shall have

such other duties as may be reasonably assigned from time to time by the Board, consistent with the Executive’s position and the terms of this Agreement. In addition, the Corporate Governance and Director Affairs Committee of the Board will recommend to the Board that the Executive be elected to the Board as soon as practicable after the Effective Date. Starting with the Annual Shareholders Meeting of the Company occurring in 2020, the recommendation of the Executive’s reelection to the Board shall be subject to the Board’s discretion.

2.2     Duties . During the Employment Term, the Executive will devote substantially all of his business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly (including service on a for-profit board of directors) without the prior written consent of the Board. Notwithstanding the foregoing, nothing herein shall preclude the Executive from (a) serving as an officer or a member of charitable, educational or civic organizations; (b) engaging in charitable activities and community affairs; and (c) managing the Executive’s personal investments and affairs; provided, however, that such service and activities do not, in the Board’s reasonable opinion, interfere with the performance of his duties on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or endorses the services or activities without the advance approval of the Board.

2.3     Place of Performance . The principal place of the Executive’s employment shall be the Company’s principal executive office currently located in Beloit, Wisconsin; provided, however, that the Executive will be required to travel on Company business during the Employment Term.

3.     Compensation .

3.1     Base Salary . During the Employment Term, the Company shall pay the Executive an annual base salary at the rate of $950,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive’s base salary shall be reviewed at least annually by the Board beginning in April 2020 and the Board may increase but not decrease the Executive’s base salary during the Employment Term. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “ Base Salary .”

3.2     Annual Bonus . For each fiscal year of the Employment Term, the Executive shall be eligible to receive an annual cash bonus (the “ Annual Bonus ”) based on the achievement of Company performance goals established by the Compensation Committee of the Board (the “ Compensation Committee ”) in its discretion and, if applicable, in accordance with the terms of any annual incentive plan of the Company. As of the Effective Date, the Executive’s annual target bonus shall be equal to 110% of Base Salary (the “ Target Bonus ”). The Compensation Committee may increase, but not decrease, the Target Bonus percentage from time to time. The actual Annual Bonus paid to the Executive may range from zero to 200% of the Target Bonus depending on the level of achievement of the

performance goals. The Annual Bonus for the 2019 fiscal year shall be pro-rated based on the number of days the Executive is employed by the Company during the year. Except as otherwise provided herein, including Section 5, the Annual Bonus will be subject to the terms and conditions of the Company’s annual bonus plan as in effect from time to time.

3.3     Signing Bonus . The Company shall pay the Executive a lump sum cash signing bonus in the gross amount of $133,000 (the “ Signing Bonus ”), which shall be included in the Executive’s first paycheck following the Effective Date; provided, however, that the Executive shall repay a pro-rata portion of the Signing Bonus if, prior to the second anniversary of the Effective Date, the Executive terminates his employment without Good Reason (as defined below) or is terminated by the Company for Cause (as defined below). For purposes of determining the pro-rata repayment obligation, the Executive’s obligation shall lapse as to 1/24 ^th of the Signing Bonus for each complete month that the Executive remains employed.

3.4     Equity Awards .

(a)    In consideration of the Executive entering into this Agreement and as an inducement to join the Company, on the Effective Date, the Company will grant to the Executive an award of restricted stock units pursuant to the Regal Beloit Corporation 2018 Equity Incentive Plan (the “ 2018 Incentive Plan ”) with an aggregate grant date fair value of approximately $1,750,000 (the “ Initial RSU Award ”). The Initial RSU Award shall vest one-third on each of the first, second and third anniversaries of the Effective Date provided that the Executive remains continuously employed by the Company through such date (except as provided in Section 4). All other terms and conditions of the Initial RSU Award shall be governed by the terms and conditions of the 2018 Incentive Plan and an applicable award agreement that conforms to the applicable terms of this Agreement.

(b)    During the Employment Term, the Executive also shall be eligible to receive an annual grant of equity awards under the Company’s equity plan in effect at such time, subject to the approval by the Compensation Committee. For each fiscal year starting with the 2019 fiscal year, the Executive’s annual grant of equity awards will have a grant date fair value of at least $3,250,000, and will not be pro-rated for the 2019 fiscal year. Except as noted below, each such grant will consist of the following award types: 34% of the grant will be in the form of stock appreciation rights that vest, contingent on the Executive’s continuous service, 40% on the second anniversary of the Effective Date and 20% on each of the third, fourth and fifth anniversaries of the Effective Date; 33% of the grant will be in the form of restricted stock units that vest, contingent on the Executive’s continuous service, on the third anniversary of the Effective Date; and 33% of the grant will be in the form of performance share units that are earned based upon the achievement of the return on invested capital and total shareholder return performance goals set forth in the award agreement over the three year performance period from January 1, 2019 to December 31, 2021. The performance share units shall be paid out between 50% and 200% of the target grant

for performance at or above the 25 ^th and 75 ^th percentiles, respectively (and determined by linear interpolation for performance between the 25 ^th and 75 ^th percentiles). The 2019 grant will be made pursuant to the terms of the 2018 Incentive Plan and the applicable award agreements, and shall be subject to all terms and conditions contained therein. The 2019 grant will also be made on, or as soon as practicable after, the Effective Date. Notwithstanding the foregoing, the Compensation Committee of the Board reserves the right to amend the amount, weighting and performance metrics for equity awards made after 2019, including the right to grant other types of awards not described above.

3.5     Relocation Benefits . The Company shall:

(a)    pay or promptly reimburse the Executive for all reasonable relocation expenses that he incurs through the second (2 ^nd ) anniversary of the Effective Date in connection with his relocation to the Illinois/Wisconsin region surrounding Beloit, Wisconsin, in accordance with the terms of the Company’s relocation policy. Such expenses include, but are not limited to, moving expenses, the transaction costs related to the sale of the Executive’s current residence and the closing costs of acquiring a new residence in such region. If the Executive terminates his employment without Good Reason or is terminated by the Company for Cause prior to the second (2 ^nd ) anniversary of the Effective Date, then the Executive shall be required to repay the Company the gross amount of any relocation expenses paid or reimbursed pursuant to this Section 4.5(a) and the Company’s relocation policy; and

(b)    pay or promptly reimburse the Executive for commuting travel expenses incurred by the Executive and/or his immediate family, up to $5,000 per month, for personal travel to/from the Beloit, Wisconsin area between the Effective Date and December 31, 2019.

3.6     Fringe Benefits and Perquisites . During the Employment Term, the Executive shall be entitled to such fringe benefits and perquisites as are consistent with those provided to other executives of the Company, as approved by the Compensation Committee from time to time.

3.7     Employee Benefits . During the Employment Term, the Executive shall be entitled to participate in the Company’s Supplemental Defined Contribution Retirement Plan and all other incentive and employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “ Employee Benefit Plans ”), on a basis which is no less favorable than is provided to other senior executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plan at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law; provided, however, that no adverse amendment to the applicable terms of any outstanding award agreement under any incentive plan shall be effective without the Executive’s express written consent, unless such amendment is required by applicable law or regulatory authority.

3.8     Vacation; Paid Time Off . During the Employment Term, the Executive shall be entitled to four weeks of paid vacation per calendar year in accordance with the Company’s vacation policies, as in effect from time to time. The Executive shall receive other paid time off in accordance with the Company’s policies for executive officers as such policies may exist from time to time and as required by applicable law.

3.9     Business Expenses . The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive during the Employment Term in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures.

3.10     Legal Fees Incurred in Negotiating the Agreement . The Company shall pay or reimburse the Executive for the Executive’s reasonable legal fees incurred in negotiating and drafting this Agreement and its related agreements, up to a maximum of $25,000. Any such payment or reimbursement shall be made within thirty (30) days after the Company’s receipt of the invoice for the fees.

3.11     Indemnification . To the fullest extent permitted under the Company’s Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time to the extent such amendment or restatement expands the Executive’s rights thereunder, the Company shall indemnify and hold the Executive harmless for acts or omissions in the Executive’s capacity as an officer, director or employee of the Company, and advance any costs and expenses related to the Executive’s defense of any claims in accordance with the Company’s Bylaws. The Company shall maintain a directors’ and officers’ liability insurance policy (or policies) providing coverage to the Executive during the Employment Term and thereafter that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amounts and deductibles) than the coverage then being provided to any other present or former senior executive or director of the Company.

3.12     Clawback Provisions . Any amounts payable under this Agreement (other than Base Salary paid in the ordinary course) are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery in the event of material misconduct or other events if required by applicable law. The Company will make any determination for clawback or recovery in accordance with such policy and any applicable law or regulation.

4.     Termination of Employment .

4.1     Termination Procedures .

(a)    The Employment Term and the Executive’s employment hereunder may be terminated by either the Company or the Executive at any time and for any reason or for no particular reason, provided that the Executive must provide the Company with sixty (60) days advance notice of his intent to terminate his

employment; provided that if the Executive’s termination is without Good Reason, then the Company may immediately relieve the Executive of all duties and responsibilities upon receipt of the Executive’s Notice of Termination (as defined below) and choose to terminate the Executive’s employment without further notice or delay, which termination shall not constitute a termination without Cause. The Employment Term and the Executive’s employment hereunder shall automatically be terminated upon the Executive’s death.

(b)    Any termination of the Executive’s employment hereunder by the Company or by the Executive during the Employment Term (other than termination on account of the Executive’s death) shall be communicated by written notice of termination (“ Notice of Termination ”) to the other party hereto in accordance with Section ‎16. The Notice of Termination shall specify (i) the applicable date of termination; (ii) the termination provision of this Agreement relied upon; and (iii) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

(c)    Upon termination of the Executive’s employment during the Employment Term, the Executive shall only be entitled to the compensation and benefits described in this Section 4 and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates under this Agreement.

(d)    Upon termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates.

4.2     Termination For Cause or Without Good Reason .

(a)    If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason (as defined below), then the Executive shall be entitled to receive (collectively, the “ Accrued Amounts ”):

(i)    any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on the pay date immediately following the date of the Executive’s termination in accordance with the Company’s customary payroll procedures;

(ii)    any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the date of the Executive’s termination, which shall be paid on the otherwise applicable payment date for such bonus; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such earned but unpaid Annual Bonus shall be forfeited;

(iii)    reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy;

(iv)    other payments and benefits described in this Agreement that are not conditioned on continuing employment (such as indemnification rights and liability insurance); and

(v)    such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s Employee Benefit Plans as of the date of the Executive’s termination; provided that, in no event shall the Executive be entitled to any cash payments in the nature of severance or termination payments except as specifically provided herein or the KEESA. Except as otherwise provided herein, the treatment of any outstanding equity awards shall be determined in accordance with the terms of the 2018 Incentive Plan, or any successor plan under which the awards were granted, and the applicable award agreements.

(b)    For purposes of this Agreement, and except as otherwise provided in the KEESA, “ Cause ” shall mean any of the following, as determined by the Company in its reasonable judgement, exercised in good faith:

(i)    the Executive’s willful and material failure to perform or gross negligence in the performance of his duties (other than any such failure resulting from his incapacity due to physical or mental illness);

(ii)    the Executive’s willful and material failure to comply with any valid and legal directive of the Board;

(iii)    the Executive’s engagement in dishonesty, illegal conduct, or misconduct, whether or not related to the Executive’s employment with the Company and including any acts that occurred prior to the Effective Date of this Agreement, in each case which the Compensation Committee reasonably determines has or could cause material financial or reputational harm to the Company or its affiliates;

(iv)    the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company, or theft of Company property;

(v)    the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(vi)    the Executive’s material breach of any material obligation under this Agreement or any other material obligation under any written agreement between the Executive and the Company; or

(vii)    any material failure by the Executive to comply with the material provisions of the Company’s written policies or rules (as they may be in effect from time to time during the Employment Term), including any material policy or rule contained in the Company Code of Business Conduct and Ethics, provided the Executive has been provided such policies or rules in advance of such failure.

For purposes of this Section 4(b), none of the Executive’s acts or failures to act shall be considered “willful” unless the Executive acts, or fails to act, in bad faith or without reasonable belief that the action or failure to act was in the best interests of the Company. The Executive’s actions, or failures to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be in good faith and in the best interests of the Company.

To terminate the Executive’s employment for Cause, the Board must provide written notice to the Executive of the existence of the circumstances providing grounds for termination for Cause within sixty (60) days after its initial knowledge of the existence of such grounds, and, except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have fifteen (15) business days after the delivery of written notice by the Board within which to cure any acts constituting Cause. If such failure, breach or refusal is timely cured, it shall not constitute grounds for a termination for Cause.

(c)    For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any of the following, in each case during the Employment Term without the Executive’s prior written consent:

(i)    a material reduction in the Executive’s Base Salary or Target Bonus opportunity other than a general reduction in Base Salary that affects all senior executives in substantially the same proportions;

(ii)    a relocation of the Executive’s principal place of employment by more than 100 miles and which also increases the distance of the Executive’s commute;

(iii)    any material breach by the Company of any material provision of this Agreement or any material provision of any other agreement between the Executive and the Company; or

(iv)    a material, adverse change in the Executive’s position, authorities, duties, or responsibilities as Chief Executive Officer (other than

temporarily while the Executive is physically or mentally incapacitated or as required by applicable law).

To terminate his employment for Good Reason, the Executive must provide written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within sixty (60) days after he first becomes aware of the existence of such grounds and the Company must have at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If the Executive does not provide notice of Good Reason within sixty (60) days after he first becomes aware of occurrence of the applicable grounds, then the Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.

4.3     Termination Without Cause or for Good Reason . If the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause, then the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s material compliance with all the covenants described in Section ‎7 of this Agreement, and the Executive’s execution, within forty-five (45) days following receipt (such 45-day period, the “ Release Execution Period ”), of a release of claims in favor of the Company, its affiliates and their respective officers and directors, in a form provided by the Company within fifteen (15) days following such a termination, that (i) does not require the Executive to release any rights to payments and benefits described in this Agreement, and (ii) does not impose any additional post-employment restrictive covenants on the Executive (the “ Release ”), and the Release becoming effective according to its terms, the Executive shall be entitled to receive the following:

(a)    If such a termination occurs on or before the second anniversary of the Effective Date, a lump sum cash payment equal to two (2) times the sum of the Executive’s Base Salary and Annual Target Bonus for the year that includes the date of the Executive’s termination. If such a termination occurs after the second anniversary of the Effective Date, a lump sum cash payment equal to two (2) times the Executive’s Base Salary for the year that includes the date of the Executive’s termination. If the Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), and such payment is “nonqualified deferred compensation” that is not exempt from Section 409A, then such payment shall be paid on the first payroll date to occur following the six-month anniversary of the date of the Executive’s termination or, if earlier, on the date of the Executive’s death. If the Executive is not a specified employee, or if such payment is exempt from Section 409A, then such payment shall be made within thirty (30) days after the effective date of the Release; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the second taxable year.

(b)    A lump sum payment equal to the product of (i) the Annual Bonus to which the Executive would have been entitled for the fiscal year in which the

Executive’s termination occurs based solely on actual Company performance for such fiscal year (without any exercise of negative discretion), multiplied by (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the fiscal year of termination and the denominator of which is 365 (the “ Pro-Rata Bonus ”). Such Pro-Rata Bonus shall be paid at the time specified in the Company’s annual bonus plan.

(c)    Full vesting of the Initial RSU Award upon the date the Release becomes effective to the extent not previously vested.

4.4     Death or Disability .

(a)    If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability (as defined below), then the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:

(i)    the Accrued Amounts;

(ii)    the Pro-Rata Bonus; and

(iii)    full vesting of the Initial RSU Award upon the date of termination of employment to the extent not previously vested.

Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.

(b)    For purposes of this Agreement, “ Disability ” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

5.     Set Off; Mitigation . The Company’s obligation to pay the Executive the amounts and to provide the benefits hereunder shall be subject to set-off, counterclaim or recoupment of amounts determined by a final judicial or arbitral decision to be owed by the Executive to the Company for a breach of this Agreement or his fiduciary duties to the Company. However, the Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment or otherwise.

6.     Cooperation . The parties agree that certain matters in which the Executive will be involved during the Employment Term may necessitate the Executive's cooperation in the future. Accordingly, following the termination of the Executive's employment for any reason, to the

extent reasonably requested by the Board, the Executive shall cooperate with the Company in connection with matters arising out of the Executive's service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive's other activities. The Company shall reimburse the Executive for his reasonable expenses incurred in connection with such cooperation and, to the extent that the Executive is required to spend substantial time on such matters, the Company shall compensate the Executive at an hourly rate based on the Executive's Base Salary on his date of termination.

7.     Confidential Information and Restrictive Covenants . As a condition of the Executive’s employment with the Company, the Executive shall enter into and abide by the Company’s Non-Competition, Non-Solicitation and Non-Interference Agreement, attached hereto as Exhibit A, and the Company’s Employee Innovation and Proprietary Information Agreement, attached hereto as Exhibit B ; provided, however, that if the Company materially breaches any material economic obligation to the Executive hereunder, or under any other agreement in effect between the Company and the Executive, and such breach remains uncured for thirty (30) days after the Executive provides the Company with notice of such breach, then the Executive’s non-solicitation, non-interference and non-competition covenants shall terminate.

8.     Governing Law, Jurisdiction, and Venue . This Agreement, for all purposes, shall be construed in accordance with the laws of Wisconsin without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement and requesting equitable or injunctive relief shall be brought only in a state or federal court located in the state of Wisconsin. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. Any other dispute arising out of this Agreement or otherwise relating to the Executive’s employment or termination of employment shall, at the Executive’s election, be resolved by binding arbitration under the Commercial Arbitration Rules (and not the National Rules for Resolution of Employment Disputes) of the American Arbitration Association then in effect 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 following a Change in Control (as defined in the KEESA), if the Executive is not residing or working in the Milwaukee, Wisconsin area, in the judicial district encompassing the city in the United States in which the Executive resides (or last resided). In any arbitration, the arbitrator(s) shall prepare a written decision explaining in reasonable detail the basis for any award, and judgement upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Pending resolution of any dispute, the Executive (and his beneficiaries) shall continue to receive all payments and benefits due under this Agreement or otherwise that are not subject to a good faith dispute. If the Executive’s expenses in any such arbitration or litigation are not reimbursed under Section 15 of the KEESA, at the conclusion of such arbitration or litigation the Company shall promptly reimburse the Executive for any expenses incurred by him in such arbitration or litigation (including, without limitation, attorney’s fees and other necessary costs and disbursements incurred by him in connection with the proceeding), to the extent that the Executive is ultimately determined to have substantially prevailed with respect to a disputed claim.

9.     Entire Agreement . This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement except where other agreements are specifically noted, adopted, or incorporated by reference. This Agreement and such other agreements described above otherwise supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of the Executive by the Company, and all such other agreements not described above shall be void and of no effect. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement or such other agreements described above will be valid or binding.

10.     Modification and Waiver; Conflicts . No provision of this Agreement may be amended or modified unless such amendment or modification expressly incorporates the provision being amended or modified and is agreed to in a writing and signed by the Executive and by the Chairman of the Board. No waiver of any provision of this Agreement shall be effective unless it is in a writing that expressly incorporates the provision being waived and is signed by the party against whom it is sought to be enforced. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. In the event of any conflict between the provisions of this Agreement and any other agreement between the Company and the Executive, the provisions of this Agreement will control to the extent more favorable to the Executive. If the KEESA provides for payments or benefits of a similar nature as those provided under this Agreement, then the applicable provisions of the KEESA shall control to the extent more favorable to the Executive. However, the application of any provision of the KEESA shall not operate to deprive the Executive of any benefit provided hereunder that is not provided for in the KEESA (such as full vesting of the Initial RSU Award upon a termination without Cause).

11.     Severability . Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

12.     Captions . Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

13.     Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Signatures delivered by facsimile (including, without limitation, by portable document format) shall be effective for all purposes.

14.     Section 409A .

14.1     General Compliance . This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any nonqualified deferred compensation payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of the terms of this Agreement not complying with Section 409A.

14.2     Reimbursements . To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(a)    the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b)    any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(c)    any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

15.     Successors and Assigns . This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. In case of such assignment or assumption, the term “Company” as used in this Agreement shall thereafter mean the person or entity that becomes bound by all the terms and provisions of this Agreement as a result of such assignment or assumption, and this Agreement shall inure to the benefit of, and be enforceable by, such person or entity. In addition, in the case of such assignment, the Executive shall not be considered to have experienced a termination of employment.

16.     Notice . Any notice, request, demand or other communication required or permitted herein will be deemed to be properly given when personally served in writing, by email or when deposited in the United States mail, postage prepaid, addressed to the Executive at the address

(or email address) last appearing in the Company’s personnel records and to the Company at its headquarters with attention (or an email) to the Chairman of the Board. Either party may change its address by written notice in accordance with this paragraph.

17.     Representations of the Executive . The Executive represents and warrants to the Company that, to the best of his knowledge and belief:

(a)    The Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which he is a party or is otherwise bound.

(b)    The Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer or third-party.

(c)    This Agreement has been jointly drafted by both parties and is the result of full and otherwise fair and good faith bargaining over its terms following a full and otherwise fair opportunity to have legal counsel for the Executive review this Agreement, propose modifications and changes, and to verify that the terms and provisions of this Agreement are reasonable and enforceable.

(d)    The Executive has truthfully answered all questions asked by the Board prior to the Effective Date, has disclosed all information that a reasonable person would believe is material to the Board’s decision to extend an offer of employment to the Executive, and has not falsified any materials or other information requested by the Company in connection with his employment.

(e)    The Executive has not been the subject of any complaint or allegation regarding his sexual harassment, his sexual misconduct, fraud or embezzlement in any prior employment situation.

18.     Withholding . The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation, or any other amounts otherwise legally required to be withheld.

19.     Survival . Except as otherwise set forth in this Agreement, the respective rights and obligations of the parties hereto shall survive the expiration or other termination of the Employment Term.

20.     Acknowledgement of Full Understanding . THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

EXHIBIT A

NON-COMPETITION, NON-SOLICITATION AND NON-INTERFERENCE AGREEMENT

Regal Beloit Corporation, acting for itself and its Affiliates, (the “Company”) and Employee, desiring to set forth their understandings regarding Employee's restrictions from competing against Company, agree as follows:

1. Consideration.

Employee acknowledges that any of Employee’s initial or continued employment, promotion, compensation increase and/or enrollment in the Company’s Incentive Compensation Plan (as applicable), is/are sufficient consideration to fully and adequately compensate Employee for agreeing to the obligations and restrictions contained herein.

2. Definitions.

(a) "Non-competition Period" shall mean the twenty-four month period following the termination of Employee's employment with Company.

(b) "Active Customers" shall mean any customer that Employee solicited or serviced on behalf of Company during the Measurement Period, or whose dealings with Company were coordinated or supervised, in whole or in part, by Employee during the Measurement Period, or about which Employee acquired Propriety Information through Employee’s employment with Employer that would be useful to a competitor in obtaining competitive business from such customer.

(c) "Measurement Period" shall mean the twelve -month period preceding the termination of Employee's employment with Company, or the duration of employment if less than twelve months.

(d) “Affiliate” shall mean an entity that is directly or indirectly controlled by Regal-Beloit Corporation.

(e) “Control” shall mean the right to cast, directly or indirectly, more than 50% of the voting interests in an entity.

(f) “Employee” shall mean the person entering into this Agreement who is an employee of Regal-Beloit Corporation or of any Affiliate. A person does not cease to be an Employee, for purposes of this Agreement, if/when she/he transfers between and/or among Regal-Beloit Corporation and any one or more of its Affiliates.

 

(g) "Proprietary Information" shall mean information, to the extent it is not a trade secret, that is possessed by or developed for the Company and that relates to the Company's business or technology, including but not limited to designs, drawings, diagrams, manuals, notebooks, reports, models, inventions, formulas, processes, machines, compositions, computer programs, accounting methods, sales and other financial records, quotation files, billing files, supplier

information, cost estimates, business plans and strategies, new product plans, existing or proposed bids, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans and strategies, pricing and cost information, negotiations strategies, sales strategies, training information and materials, employee compensation and other employee information, customer or potential customer lists and files, customer purchasing history, and information generated for customer engagements or potential acquisition candidates. Proprietary Information also includes information received by the Company from others that the Company has an obligation to treat as confidential, including information obtained in connection with customer or supplier engagements and due diligence information gained as a result of a potential acquisition. Proprietary Information shall not include information that is or becomes available to the public through no wrongful act or omission of Employee or any other person under a duty of confidentiality to the Company.

(h) "Prospective Customers" shall mean any person or entity that is the subject of an open bid or proposal at the time of Employee's termination and with regard to whom Employee had contact on behalf of the Company during the Measurement Period, or whose dealings with Company were coordinated or supervised, in whole or in part, by Employee during the Measurement Period.

3. Non-Competition During Employment.

During Employee's employment with Company, Employee will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to Company and its Affiliates, and will not engage in any way whatsoever, directly or indirectly (including by participating by providing financial support), in any business that is a direct competitor with Company's or its Affiliates' principal business, nor solicit customers, suppliers or employees of Company or Affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor with Company's or its Affiliates' principal business. The ownership of less than a 1% interest in a corporation or other entity whose securities are traded in a recognized stock exchange or traded in the over-the-counter market, even though that corporation or other entity may be a competitor of Company, shall not be deemed financial participation in a competitor. In addition, during Employee’s employment with Company, Employee will undertake no planning for or organization of any business activity competitive with the work performed as an employee of Company, and Employee will not combine or conspire with any other employee of Company or any other person for the purpose of organizing any such competitive business activity.

4. Non-Competition Following Termination of Employment.

Commencing on the termination of Employee's employment, for whatever reason and regardless of whether voluntary or involuntary, and during the Non-competition Period (as defined above), Employee will not accept a position or provide services to a business entity that is a substantial competitor to the Company, in a capacity in which it is reasonably likely that Employee would be required to use or disclose the Company's Proprietary Information (as defined above) or trade secrets to the Company's disadvantage. Prior to accepting any position with or providing services to a competitor of the Company during the Non-competition Period, Employee shall notify

Company of such proposed employment or services and Company agrees to provide Employee with timely notice of whether it considers such employment or services to violate Employee's obligations under this Agreement. Employee specifically acknowledges and agrees that the global restriction in this paragraph is necessary given the portability of Employer’s Proprietary Information and the global reach of Employer’s operations.

5. Non-Solicitation of Active Customers.

Commencing on the termination of Employee's employment, for whatever reason and regardless of whether voluntary or involuntary, and during the Non-competition Period (as defined above), Employee will not, directly or indirectly, contact, solicit or service any Active Customers (as defined above) for the purpose of providing competitive products or services similar to those provided by Employee on behalf of Company during the Measurement Period (as defined above).

6. Non-Solicitation of Prospective Customers.

Commencing on the termination of Employee's employment, for whatever reason and regardless of whether voluntary or involuntary, and for twelve months thereafter, Employee will not directly or indirectly, contact, solicit or service any Prospective Customers (as defined above) of Company for the purpose of providing competitive products or services similar to those provided by Employee on behalf of Company during the Measurement Period (as defined above).

7. Non-Interference with Existing Relationships.

Commencing on the termination of Employee's employment, for whatever reason and regardless of whether voluntary or involuntary, and during the Non-competition Period, Employee will not, directly or indirectly, request or advise any Active Customers, or suppliers or vendors of Company about whom Employee obtained acquired Propriety Information through Employee’s employment with Employer and who at the time of Employee’s termination have, or have had, business relationships with Company during the Measurement Period, to withdraw, curtail or cancel any of their business or relations with Company.

8. Non-Interference with Employees and Agents.

Commencing on the termination of Employee's employment, for whatever reason and regardless of whether voluntary or involuntary, and during the Non-competition Period, Employee shall not personally solicit any Company employee, agent, representative, or independent contractor who Employee supervised, with whom Employee worked, or about whom Employee learned confidential information pertaining to the employee’s agent's, representative's or independent contractor's identity, performance, or interest in pursuing other opportunities to join, provide services to, or work for any competitor of the Company (or for any person or entity who intends to compete with the Company). Nothing in this Agreement shall otherwise prohibit Employee's future employer from hiring Company's employees without Employee's involvement.

9. Specific Performance and Other Remedies.

Employee acknowledges and agrees that irreparable injury to Company may result in the event that Employee breaches any covenant in this Agreement, and that the remedy at law for the breach of any such covenant will be inadequate. If Employee engages in any act in violation of any provision of paragraphs 3 through 8 , Employee agrees that Company shall be entitled, in addition to such other remedies and damages that may be available to it by law or under this Agreement, to injunctive relief to enforce such provisions without the necessity of posting a bond. Additionally, the Company shall be entitled to collect from Employee any costs and expenses, including its reasonable attorneys’ fees, incurred in connection with its successful enforcement of the provisions of this Agreement.

10. California Employees.

The provisions of paragraphs 3-7 above apply only to the extent necessary to protect trade secrets of Employer.

11. Miscellaneous.

(a) This Agreement does not constitute a guarantee of employment or alter Employee's at-will employment status. Either party may terminate the employment relationship at any time and for any reason. Termination of employment shall not affect the enforceability of this Agreement.

(b) All provisions in this Agreement, including subparagraphs, are severable, and the unenforceability of any provision shall not affect the enforceability of any other provision. The parties agree that each covenant contained in paragraphs 3 through 8 are separate and independent.

(c) Company may assign this Agreement to a successor entity without notification to, or the consent of, Employee. This Agreement shall be binding upon Employee, and shall inure to the benefit of Company, its successors and assigns.

(d) The failure by Company to enforce any right or remedy available to it under this Agreement shall not be construed to be a waiver of such right or remedy with respect to any other prior, concurrent or subsequent breach or failure. No waiver of rights under this Agreement shall be effective unless made in writing with specific reference to this Agreement.

(e) Employee agrees that Company may notify any third party about Employee's obligations under this Agreement until such time as Employee has performed all of Employee's obligations hereunder. Upon Company's request, Employee agrees to provide Company with information, including, but not limited to, supplying details of Employee's subsequent employment, sufficient to verify that Employee has not breached, or is not breaching, any covenant in this Agreement.

(f) The parties agree that nothing in this Agreement shall be construed to limit or negate any statutory or common law of torts or trade secrets, where such law provides Company with broader protection than that provided in this Agreement. During Employee's employment by Company, Employee shall do what is reasonably necessary to prevent misappropriation or

unauthorized disclosure of Company's trade secrets. After termination of employment, Employee shall not use or disclose Company's trade secrets as long as they remain trade secrets. Employee understands, however, that Employee may not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, provided that such disclosure is solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding and that such filing is made under seal. Additionally, in the event Employee files a lawsuit against the Company for retaliation for reporting a suspected violation of law, Employee has the right to provide trade secret information to Employee’s attorney and use the trade secret information in the court proceeding, although Employee must file any document containing the trade secret under seal and may not disclose the trade secret, except pursuant to court order.

Employee acknowledges and agrees that Employee has carefully read this Agreement, understands its contents, has been given the opportunity to ask any questions concerning the Agreement and its contents, and has signed this Agreement as Employee's free and voluntary act.

EXHIBIT B

EMPLOYEE INNOVATION AND PROPRIETARY INFORMATION AGREEMENT (EIPIA)

Regal Beloit Corporation, acting for itself and its Affiliates (the “Company”) and Employee, desiring to set forth their understandings regarding Employee's understandings regarding Employee's obligations and restrictions related to inventions, technical or business innovations, and the disclosure and use of Company Proprietary Information, agree as follows:

1. Consideration. Employee acknowledges that any of Employee’s initial or continued employment, promotion, compensation increase and/or enrollment in the Company’s Incentive Compensation Plan (as applicable), is/are sufficient consideration to fully and adequately compensate Employee for agreeing to the obligations and restrictions contained herein.

2. Proprietary Information and Trade Secrets.

(a) Definitions.

(i) "Proprietary Information" shall mean information, to the extent it is not a trade secret, that is possessed by or developed for Company and that relates to the Company's business or technology, including but not limited to designs, drawings, diagrams, manuals, notebooks, reports, models, inventions, formulas, processes, machines, compositions, computer programs, accounting methods, sales and other financial records, quotation files, billing files, supplier information, cost estimates, business plans and strategies, new product plans, existing or proposed bids, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans and strategies, pricing and cost information, negotiations strategies, sales strategies, training information and materials, employee compensation and other employee information, customer or potential customer lists and files, customer purchasing history, and information generated for customer engagements or potential acquisition candidates. Proprietary Information also includes information received by the Company from others that the Company has an obligation to treat as confidential, including information obtained in connection with customer or supplier engagements and due diligence information gained as a result of a potential acquisition. Proprietary Information shall not include information that is or becomes available to the public through no wrongful act or omission of Employee or any other person under a duty of confidentiality to Company.

 

(ii) “Trade Secret” shall mean information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(iii) “Affiliate” shall mean an entity that is directly or indirectly controlled by Regal Beloit Corporation.

(iv) “Control” shall mean the right to cast, directly or indirectly, more than 50% of the voting interests in an entity.

(v) “Employee” shall mean the person entering into this Agreement who is an employee of Regal Beloit Corporation or of any Affiliate. A person does not cease to be an Employee, for purposes of this Agreement, if/when she/he transfers between and/or among Regal Beloit Corporation and any one or more of its Affiliates.

(vi) “Company” shall mean the Regal Beloit Corporation, any Affiliate that employs Employee, and/or any Affiliate to which any Proprietary Information or Trade Secret within the scope of this Agreement relates.

(b) Disclosure and Assignment to the Company-Inventions and Innovations. Employee agrees:

(i) to disclose and assign to the Company as the Company’s exclusive property and hereby assigns to the Company as the Company’s exclusive property, all inventions and technical or business innovations, including but not limited to all patentable and copyrightable subject matter (collectively, the "Innovations") developed, authored or conceived by Employee solely or jointly with others during the period of Employee’s employment, (1) that are along the lines of the business, work or investigations of the Company to which Employee’s employment relates or as to which Employee may receive information due to Employee’s employment with the Company, or (2) that result from or are suggested by any work which Employee may do for the Company or (3) that are otherwise made through the use of Company time, facilities or materials. To the extent any of the Innovations is copyrightable, each such Innovation shall be considered a “work for hire”;

 

(ii) to execute all necessary papers and otherwise provide proper assistance (at the Company’s expense), during and subsequent to Employee’s employment, to enable the Company to obtain for itself or its nominees, all right, title, and interest in and to patents, copyrights, trademarks or other legal protection for such Innovations in any and all countries;

(iii) to make and maintain for the Company adequate and current written records of all such Innovations;

(iv) to deliver promptly to the Company, upon any termination of Employee’s employment, all items which belong to the Company or which by their nature are for the use of Company employees only, including, without limitation, all written and other materials which are of a secret* or confidential* nature relating to the business of the Company;

(v) not to disclose or use in Employee’s work with the Company any secret or confidential information of others (including any prior employers), or any inventions or innovations of Employee or of others, that are not included within the scope of this Agreement; and

(vi) that, in the event Company is unable for any reason whatsoever to secure Employee’s signature to any lawful and necessary documents required, including those necessary for the assignment of, application for, or prosecution of any United States or foreign application for

letters patent or copyright for any Innovation, Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Employee’s agent and attorney-in-fact, to act for and in Employee’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the assignment, prosecution, and issuance of letters patent or registration of copyright thereon with the same legal force and effect as if executed by Employee. Employee hereby waives and quitclaims to Company any and all claims, of any nature whatsoever, which Employee may now have or may hereafter have for infringement of any patent or copyright resulting from any such application.

*These terms are used in the ordinary sense and do not refer to official security classifications of the United States Government. Without limitation, examples of materials, information and data that may be of a secret or confidential nature are set forth in the definition of Proprietary Information in paragraph 2(a)(i).

(c) Disclosure, Use-Company’s Proprietary Information. Employee agrees that, during the term of Employee's relationship with Company and until the first to occur of (i) such time as the Proprietary Information becomes generally available to the public through no fault of Employee or other person under a duty of confidentiality to Company, (ii) such time as the Proprietary Information no longer provides a benefit to Company, or (iii) the second anniversary of the termination of Employee's employment with Company, Employee will not disclose or use, or cause to be disclosed or used, directly or indirectly, in any capacity, in any geographic area in which such use or disclosure could harm Company's existing or potential business interests, any Proprietary Information. This provision does not prohibit Employee's use of general skills acquired prior to or during employment by Company, as long as such use does not involve the use or disclosure of Proprietary Information or Trade Secrets.

(d) Trade Secrets. Notwithstanding any other provision in this Agreement, the parties agree that nothing in this Agreement shall be construed to limit or negate any statutory or common law of torts or trade secrets, where such law provides Company with broader protection than that provided in this Agreement. During Employee's employment by Company, Employee shall do what is reasonably necessary to prevent misappropriation or unauthorized disclosure of the Company's Trade Secrets. After termination of employment, Employee shall not use or disclose Company's Trade Secrets as long as they remain Trade Secrets. Employee understands, however, that Employee may not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made: (a) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, provided that such disclosure is solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding and that such filing is made under seal. Additionally, in the event Employee files a lawsuit against the Company for retaliation for reporting a suspected violation of law, Employee has the right to provide trade secret information to Employee’s attorney and use the trade secret information in the court proceeding, although Employee must file any document containing the trade secret under seal and may not disclose the trade secret, except pursuant to court order.

3. Specific Performance. Employee acknowledges and agrees that irreparable injury to Company may result in the event that Employee breaches any covenant in this Agreement, and that the remedy at law for the breach of any such covenant will be inadequate. Employee agrees that, if

Employee engages in any act in violation of any provision of paragraph 2(b), 2(c), or 2(d), including without limitation any subparagraph, Company shall be entitled, in addition to such other remedies and damages that may be available to it by law or under this Agreement, to injunctive relief to enforce such provisions without the necessity of posting a bond.

4. Miscellaneous.

(a) This Agreement does not constitute a guarantee of employment. Nor does it constitute a guarantee that Employee's compensation structure shall remain unchanged in the future. Either party may terminate the employment relationship at any time and for any reason. Termination of employment shall not affect the enforceability of this Agreement. Similarly, future changes to Employee's compensation shall not affect the enforceability of this Agreement.

(b) All provisions in this Agreement, including subparagraphs, are severable, and the unenforceability of any provision shall not affect the enforceability of any other provision. The parties agree that each covenant contained in paragraph 2(b), 2(c) and 2(d), including without limitation any subparagraphs, is separate and independent.

(c) Company may assign this Agreement to a successor entity without notification to, or the consent of, Employee. This Agreement shall be binding upon Employee, and shall inure to the benefit of Company, its successors and assigns.

(d) Discharge of Employee’s undertakings in this Agreement shall be an obligation of Employee’s executors, administrators, or other legal representatives or assigns.

(e) The failure by Company to enforce any right or remedy available to it under this Agreement shall not be construed to be a waiver of such right or remedy with respect to any other prior, concurrent or subsequent breach or failure. No waiver of rights under this Agreement shall be effective unless made in writing with specific reference to this Agreement.

(f) Employee agrees that Company may notify any third party about Employee's obligations under this Agreement until such time as Employee has performed all of Employee's obligations hereunder. Upon Company's request, Employee agrees to provide Company with information, including, but not limited to, supplying details of Employee's subsequent employment, sufficient to verify that Employee has not breached, or is not breaching, any covenant in this Agreement.

(g) This Agreement supersedes and replaces any existing agreement between the Company and Employee relating generally to the same subject matter. This agreement may not be modified or terminated, in whole or part, except in writing signed by an authorized representative of the Company.

(h) Employee represents that, except as stated below, Employee has no obligations to others in conflict with Employee's obligations and undertakings in this Agreement.

Employee acknowledges and agrees that Employee has carefully read this Agreement, understands its contents, has been given the opportunity to ask any questions concerning the Agreement and its contents, and has signed this Agreement as Employee's free and voluntary act.

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

THIS AGREEMENT , effective as of April 1, 2019, by and between Regal Beloit Corporation, a Wisconsin corporation (hereinafter referred to as the “Company”), and Louis V. Pinkham (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 ensure, 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)     409A Affiliate . The term “409A Affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Section 414(b) of the Code, or that is under common control with the Company within the meaning of Section 414(c) of the Code; provided, however , that the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder. 

(b)     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, but subject to any deferral election then in effect, 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 at the target level (reduced, but not below zero, by amounts paid under all such contingent bonus or incentive compensation awards upon the Change in Control of the Company to the extent such amounts relate to the same period of time); 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 or after the Termination Date as compensatory fringe benefits or under the terms of any agreement or benefit plan of the Employer, excluding cash 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 agreement or benefit plan or practice establishing such benefits; provided that payments pursuant to clause (iv)(B) shall be paid on the first day of the seventh month following the month in which the Executive’s Separation from Service occurs, unless the Executive’s Separation from Service is due to death, in which event such payment shall be made within 90 days of the date of Executive’s death.

(c)     Act . The term “Act” means the Securities Exchange Act of 1934, as amended.

(d)     Affiliate and Associate . The terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act.

(e)     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 average annual incentive bonus that the Executive received with respect to the three (3) fiscal years prior to the fiscal year in which the Termination Date occurs 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”).

(f)     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 any shareholder rights plan maintained by the Company from time to time 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 13d-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 13D 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.

(g)     Cause . “Cause” for termination by the Employer of the Executive’s employment shall be limited to any of the following: (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).

(h)     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:

(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 the date of this Agreement 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 the date of this Agreement 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 the date of this Agreement, 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 consummation of a merger, consolidation or share exchange of the Company with any other corporation or 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), other than (A) a merger, consolidation or share exchange that 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 the date of this Agreement, 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 there is consummated a 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.

(i)     Code . The term “Code” means the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

(j)     Covered Termination . Subject to Section 2(b) , the term “Covered Termination” means any Termination of 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.

(k)     Employment Agreement . The term “Employment Agreement” means that certain Executive Employment Agreement between the Company and the Executive dated March 12, 2019, and as amended from time to time.

(l)     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.

(m)     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.

(n)     Good Reason . The Executive shall have “Good Reason” for termination of employment 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 , or any breach by the Employer of any other material written obligation to the Executive, 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.

(o)     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.  

(p)     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.

(q)     Separation from Service . For purposes of this Agreement, the term “Separation from Service” means the Executive’s Termination of Employment, or if the Executive continues to provide services following his or her Termination of Employment, such later date as is considered a separation from service from the Company and its 409A Affiliates within the meaning of Code Section 409A. Specifically, if the Executive continues to provide services to the Company or a 409A Affiliate in a capacity other than as an employee, such shift in status is not automatically a Separation from Service.

(r)     Termination of Employment . For purposes of this Agreement, the Executive’s termination of employment shall be presumed to occur when the Company and Executive reasonably anticipate that no further services will be performed by the Executive for the Company and its 409A Affiliates or that the level of bona fide services the Executive will perform as an employee of the Company and its 409A Affiliates will permanently decrease to no more than 20% of the average level of bona fide services performed by the Executive (whether as an employee

or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of service). The Executive’s termination of employment shall be presumed not to occur where the level of bona fide services performed by the Executive for the Company and its 409A Affiliates continues at a level that is 50% or more of the average level of bona fide services performed by the Executive (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of service). No presumption applies to a decrease in services that is more than 20% but less than 50%, and in such event, whether the Executive has had a Termination of Employment will be determined in good faith by the Company based on the facts and circumstances in accordance with Code Section 409A. Notwithstanding the foregoing, if the Executive takes a leave of absence for purposes of military leave, sick leave or other bona fide leave of absence, the Executive will not be deemed to have incurred a Separation from Service for the first 6 months of the leave of absence, or if longer, for so long as the Executive’s right to reemployment is provided either by statute or by contract, including this Agreement; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to 29 months without causing a Termination of Employment.

(s)     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 Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s Termination of Employment is 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 Termination of Employment for purposes of this Agreement is 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 Termination of Employment is by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Executive’s Termination of Employment is 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, the Employment Period 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 was terminated by the Company without Cause or by the Executive for Good Reason 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) was by the Executive for Good Reason or was by the Employer for other than Cause and 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 . 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 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.

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 reasonable efforts and substantially 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:

(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 (determined prior to any reduction for amounts deferred under Section 401(k) of the Code or otherwise, or deducted pursuant to a cafeteria plan under Section 125 of the Code), 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 .

(i)    The “Termination Payment” shall be an amount equal to the Annual Cash Compensation times three (3), reduced by any cash severance payable under Section 4.3(a) of the Employment Agreement. Subject to Section 9(a)(ii), the Termination Payment shall be paid to the Executive in a cash lump sum within thirty (30) days after the effective date of the Release (as defined below); provided, however, that if the Executive is a “specified employee” as defined in Section 409A, and the Termination Payment is “nonqualified deferred compensation” that is not exempt from Section 409A, the Termination Payment shall be paid on the first payroll date to occur following the six-month anniversary of the date upon which the Executive’s Separation from Service occurs, accompanied by a payment of interest calculated at the rate of interest announced by BMO Harris Bank from time to time as its prime or base lending rate, such rate to be determined on the Termination Date, compounded quarterly. Notwithstanding the foregoing, subject to Section 9(a)(ii), in the event the Executive’s Termination Date is pursuant to Section 2(b), the Termination Payment shall be paid on the thirtieth (30 ^th ) calendar day after the date of the Change in Control of the Company (as defined without reference to Section 2(b)), without interest. 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 additional cash severance payments under any Company severance policy, practice or agreement.

(ii)    It is a condition of payment of the Termination Payment that the Executive deliver a full release to the Company within forty-five (45) days after the Covered Termination, in such form as provided by the Company within fifteen (15) days following the Covered Termination, that (i) does not require the Executive to release any rights or benefits described in this Agreement, and (ii) does not impose any additional post-employment restrictions on the Executive (the “Release”), and the Release becoming effective in accordance with its terms. If the Executive does not timely deliver a Release to the Company, or if the Executive delivers such a Release but revokes it (to the extent he is able to do so) prior to the date the Termination Payment is due, then the Executive shall not be entitled to the Termination Payment.

(b)     Application of Limits on Payments .

(i)     Determination of Cap or Payment . 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 the Executive or plan of the Company or its Affiliates (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would, but for this Section 9(b), result in the imposition on the Executive of an excise tax under Code Section 4999 or any successor provision, then the Total Payments to be made to the Executive shall either be (A) delivered in full, or (B) delivered in such amount so that no portion of such Total Payment would be subject to the Excise Tax, whichever of the foregoing results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the applicable federal, state and local income taxes and the excise tax). Any reduction in Total Payments required under clause (B) of this Section 9(b)(i), if applicable, shall be implemented as follows: first , by reducing any Termination Payment to be made to the Executive under Section 9(a)(i); second , by reducing any other cash payments to be made to the Executive; third , by cancelling the accelerated vesting of any equity-based compensation awards that remained subject to performance-based vesting prior to the Change in Control; and fourth , by cancelling the accelerated vesting of any equity-based compensation awards that were not subject to performance-based vesting prior to the Change in Control.

(ii)     Procedures . Upon the reasonable request of either party, the Executive and the Company, at the Company’s expense, shall engage a nationally recognized public accounting firm (the “Auditor”), selected by the Company and reasonably acceptable to the Executive, to make the determination (which need not be unqualified) described above. The determination of the Auditor shall be addressed to the Company and the Executive and shall

be binding upon the Company and the Executive unless such determination is adjusted after an IRS audit. If the Auditor so requests, the Company shall obtain, at the Company’s expense, and the Auditor may rely on, the advice of a firm of recognized executive compensation consultants for any matters relevant to such determination.

(iii)     Costs of Determinations . The Company agrees to bear all costs associated with, and to indemnify and hold harmless, the Auditor 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 until the end of the second calendar year following the calendar year in which the Executive’s Separation from Service occurs, 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 Executive’s Termination of 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, subject to the following:

(A)    If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith.

If the Executive is entitled to the Termination Payment pursuant to Section 2(b), within ten (10) days following the Change of Control, the Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change of Control.

(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 nonqualified 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 three (3) years of participation in the applicable medical plan and three (3) 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. If applicable, following the end of the COBRA continuation period, if such post-retirement welfare benefits are provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith.

(vi)    At the same time as the Termination Payment is made, the Company shall pay the Executive an amount equal to the value of the retirement benefits under the various retirement benefits plans of the Company (both qualified and non-qualified) that the Executive is participating in as of the Termination Date, and that would have accrued had Executive been an active employee receiving his Annual Base Salary under such plans for an additional period of three (3) years following the Termination Date. For purposes of calculating this payment for any defined benefit pension plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum present value, calculated assuming that the benefits commence on the earliest date following termination on which the Executive would be eligible to commence benefits under the such plan(s), and the actuarial factors used shall be the factors utilized in the qualified defined benefit pension plan to determine lump sum payments as of the Termination Date. For purposes of calculating this payment for any defined contribution plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum amount equal to the employer non-matching and non-elective deferral contributions that would have been made for the Executive,

assuming that the contribution formulas are the same as in effect on the Termination Date, but determined without regard to any interest such amounts would have earned.

(vii)    All equity-based and cash incentive awards granted to the Executive pursuant to any long-term incentive plan maintained by the Company (including the Regal Beloit Corporation 2018 Equity Incentive Plan and any successor plan) will be vested, settled and paid pursuant to the terms of such long-term incentive plan and the applicable award agreements but reduced, but not below zero, by the amount payable as an Accrued Benefit pursuant to Section 1(b)(iv)(B) to the extent such Accrued Benefit amount relates to the same performance plan award(s) and the same period of time as are described in this clause (vii).

(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, and as provided in any other written agreement or policy. 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 (and the additional benefits described in Section 9(c) ) as the Executive would have been entitled to had the Executive lived, except that the Termination Payment shall be paid within ninety (90) days following the date of the Executive’s death, without interest thereon. 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 12, 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 board of 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 (30) 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(g)(iii) , and if such conduct or act is cured, it shall not constitute grounds for a termination of the Executive’s employment for Cause

(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 without written notice of a dispute, 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 primary subsidiaries (as conducted prior to a Change in Control), where such enterprise’s revenues from such 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 (i) to the extent authorized in writing by the Board of Directors of the Company, (ii) as required by law or any court or administrative agency, (iii) to an employee or director 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, or (iv) as requested by any administrative or law enforcement agency. 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. However, nothing in this Agreement or elsewhere shall prohibit the Executive from retaining, and using appropriately, copies of documents relevant to his personal rights and obligations.

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 and any 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 BMO Harris 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 (but in no event later than the end of the calendar year following the calendar year in which such Expense is incurred), the Company shall reimburse the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Executive’s reasonable Expenses.

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 9(b) and 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 .

(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 and the Employment Agreement set forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersede, and the Executive hereby waives all rights under, any prior or other agreement or understanding between the parties with respect to such subject matter. This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive that expressly incorporates the provision being amended. No waiver of any provision of this Agreement shall be effective unless it is provided in a writing that expressly incorporates the provision being waived and is signed by the party against whom it is sought to be enforced.

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 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 Commercial Arbitration Rules (and not the National Rules for Resolution of Employment Disputes) 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. In the event of an arbitration, the arbitrator shall prepare a decision explaining in reasonable detail the basis for any award, and judgement upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Pending resolution of any dispute, the Executive shall continue to receive all payments and benefits due under this Agreement or otherwise, except to the extent that the arbitrator or judge otherwise provides. 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), 200 State Street, Beloit, Wisconsin 53511-6254, 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.     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. In addition, if prior to the date of payment of the Termination Payment hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due with respect to any payment or benefit to be provided hereunder, the Company may provide for an immediate payment of the amount needed to pay the Executive’s portion of such tax (plus an amount equal to the taxes that will be due on such amount) and the Executive’s Termination Payment shall be reduced accordingly. 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.  

25.     Additional Section 409A Provisions . (a) If any payment amount or the value of any benefit under this Agreement is required to be included in an Executive’s income prior to the date such amount is actually paid or the benefit provided as a result of the failure of this Agreement (or any other arrangement that is required to be aggregated with this Agreement under Code Section 409A) to comply with Code Section 409A, then the Executive shall receive a distribution, in a lump sum, within 90 days after the date it is finally determined that the Agreement (or such other arrangement that is required to be aggregated with this Agreement) fails to meet the requirements of Section 409A of the Code; such distribution shall equal the amount required to be included in

the Executives income as a result of such failure and shall reduce the amount of payments or benefits otherwise due hereunder.  

(b)    The Company and the Executive intend the terms of this Agreement to be in compliance with Section 409A of the Code or an exemption therefrom. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit that is paid or provided in accordance with its terms, including but not limited to consequences related to Section 409A of the Code. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Section 409A of the Code.

(c)    The Executive acknowledges that to avoid an additional tax on payments that may be payable or benefits that may be provided under this Agreement and that constitute deferred compensation that is not exempt from Section 409A of the Code, the Executive must make a reasonable, good faith effort to collect any payment or benefit to which the Executive believes the Executive is entitled hereunder no later than 90 days after the latest date upon which the payment could have been made or benefit provided under this Agreement, and if not paid or provided, must take further enforcement measures within 180 days after such latest date.

26.     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.

27.     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.

(SEAL)