Registration No. 333-________
As filed with the United States Securities and
Exchange Commission on May 10, 2023
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
REGAL REXNORD
CORPORATION
(Exact name of Registrant as specified in its charter)
| Wisconsin |
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39-0875718 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
| |
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| 200 State Street |
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| Beloit, Wisconsin |
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53511-6254 |
| (Address of principal executive offices) |
|
(Zip Code) |
REGAL REXNORD CORPORATION 2023 Omnibus
Incentive Plan
(Full title of the plan)
Thomas E. Valentyn
Vice President, General Counsel and Secretary
Regal Rexnord Corporation
200 State Street
Beloit, Wisconsin 53511
(608) 364-8800
(Name, address and telephone number of agent for
service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
x |
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
| |
|
Emerging growth company |
¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I
of this Registration Statement will be sent or given to participants in the Regal Rexnord Corporation 2023 Omnibus Incentive Plan (the
“Plan”) as provided by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, filed
by Regal Rexnord Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and
deemed to be a part hereof:
| 3. | The Registrant’s Current Reports on Form 8-K
filed with the Commission on January 5, 2023, January 10, 2023, January 24, 2023, February 10, 2023, February 27, 2023, March 14, 2023, March 21, 2023, March 22, 2023, March 23, 2023, March 23, 2023, March 27, 2023
and April 28, 2023; and on Form 8-K/A filed with the Commission on March 15, 2023. |
All other documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.
Any statement contained in
a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this
Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed
to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing,
unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current
Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission
will be incorporated by reference into, or otherwise included in, this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
None.
| Item 6. | Indemnification of Directors and Officers. |
Under the Wisconsin
Business Corporation Law (“WBCL”), a director of the Registrant will have no personal liability to the Registrant or its
shareholders for monetary damages arising from a breach of, or failure to perform, any duty to the Registrant or its shareholders
(including for any “unlawful” distribution) except for (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director had a material conflict of interest, (ii) a violation of the
criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful, (iii) a transaction from which the director derived an improper personal profit or
(iv) willful misconduct.
The Registrant’s amended
and restated bylaws require indemnification of the Registrant’s directors and officers against any and all liabilities, to the fullest
extent permitted or required by the WBCL, incurred in any proceeding to which a director or officer is a party as a result of their position
as director or officer of the Registrant. The Registrant’s amended and restated bylaws also provide that any director or officer
seeking such indemnification is required to make a written request for indemnification to the Registrant, and that the Registrant shall
pay or reimburse, within 60 days of its receipt of such request, the director or officer for the entire amount of liabilities incurred
by the director or officer in connection with such proceeding (net of any expenses previously advanced (as described below)); provided,
however, that the Registrant is not required to pay such indemnification if, within such 60-day period, a majority vote of a quorum of
disinterested directors determines that the director or officer requesting indemnification engaged in misconduct constituting a breach
of a duty under the WBCL or a disinterested quorum of directors cannot be obtained; provided further, that in the event that the Registrant
does not pay such indemnification as a result of such determination, the Registrant’s board of directors shall immediately authorize
by resolution that an authority (as provided in the bylaws) shall determine whether the director’s or officer’s conduct constituted
a breach of duty and, therefore, whether indemnification should be denied under the bylaws.
Furthermore, the Registrant’s
amended and restated bylaws provide that the Registrant shall pay or reimburse, within 10 days after the receipt of the director or officer’s
written request therefor, the reasonable expenses incurred as such expenses are incurred; provided, however, such payment will be made
solely upon delivery to the Registrant of a written certificate affirming his or her good faith belief that he or she has not engaged
in misconduct which constitutes a breach of duty; provided further, however, in circumstances in which the director or officer’s
right to indemnification is to be determined by an authority other than the Registrant’s board of directors, the director or officer
is required to deliver to the Registrant a written agreement to repay any amounts so advanced if it is ultimately determined that such
indemnitee is not entitled to be indemnified by the Registrant for such expenses.
The WBCL requires a Wisconsin
corporation to indemnify such persons to the extent they are successful on the merits or otherwise in defending a proceeding, to which
a director or officer is a party as a result of their position as director or officer of the Registrant, in a proceeding to which a director
or officer is a party as a result of their position as director or officer of the Registrant, unless liability was incurred because the
director or officer breached or failed to perform a duty that he or she owes to the corporation and the breach or failure to perform constituted
conduct excluded from coverage under the WBCL as described in clauses (i) through (iv) of the first paragraph of this subsection
above or if a court orders that they should be indemnified. It also permits a Wisconsin corporation to advance expenses incurred in defense
of a proceeding on certain conditions. The WBCL also permits a Wisconsin corporation to further indemnify and make advances to such persons
by other means (such as by contract or bylaw provision) unless the corporation determines that the actions or inactions of such persons
would have constituted conduct excluded from coverage under the WBCL as described in clauses (i) through (iv) of the first paragraph
of this subsection above.
The Registrant maintains a liability
insurance policy for its directors and officers as permitted by Wisconsin law, which may extend to, among other things, liability arising
under the Securities Act.
The general effect of the foregoing
provisions may be to reduce the circumstances in which an officer or director may be required to bear the economic burden of the foregoing
liabilities and expense.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
The following exhibits, as
required by Item 601 of Regulation S-K, are attached or incorporated by reference, as indicated below.
*Filed herewith
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of Securities Act if, in the aggregate,
the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the
securities, in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424 under the
Securities Act;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities
provided by or on behalf of the Registrant; and
(iv) Any
other communication that is an offer in the offering made by the Registrant to the purchaser.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beloit, State of Wisconsin, on this 10th day of May, 2023.
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REGAL REXNORD CORPORATION |
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By: |
/s/ Louis V. Pinkham |
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Louis V. Pinkham |
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Director and Chief Executive Officer |
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons on or before May 10, 2023 in
the capacities indicated. Each person whose signature appears below constitutes and appoints Louis V. Pinkham and Thomas E. Valentyn,
and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation,
for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.
| Signature |
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Title |
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| /s/ Louis V. Pinkham |
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Director and Chief Executive Officer |
| Louis V. Pinkham |
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(Principal Executive Officer) |
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| /s/ Robert J. Rehard |
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Executive Vice President and Chief Financial Officer |
| Robert J. Rehard |
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(Principal Financial Officer) |
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/s/ Alexander P. Scarpelli
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Vice President and Chief Accounting Officer |
| Alexander P. Scarpelli |
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(Principal Accounting Officer) |
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| /s/ Jan A. Bertsch |
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Director |
| Jan A. Bertsch |
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| /s/ Stephen M. Burt |
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Director |
| Stephen M. Burt |
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| Signature |
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Title |
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| /s/ Anesa T. Chaibi |
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Director |
| Anesa T. Chaibi |
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| /s/ Theodore D. Crandall |
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Director |
| Theodore D. Crandall |
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| /s/ Michael P. Doss |
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Director |
| Michael P. Doss |
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| /s/ Michael F. Hilton |
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Director |
| Michael F. Hilton |
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| /s/ Rakesh Sachdev |
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Director |
| Rakesh Sachdev |
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| /s/ Curtis W. Stoelting |
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Director |
| Curtis W. Stoelting |
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| /s/ Robin A. Walker-Lee |
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Director |
| Robin A. Walker-Lee |
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Exhibit 4.4
REGAL REXNORD
CORPORATION – 2023 OMNIBUS INCENTIVE PLAN
STOCK APPRECIATION
RIGHTS AWARD
[Name]
[Address]
Dear ___________________:
You have been granted
stock appreciation rights (the “SARs”) with respect to shares of common stock of Regal Rexnord Corporation (the “Company”)
under the Regal Rexnord Corporation 2023 Omnibus Incentive Plan (the “Plan”) with the following terms and conditions:
| Grant Date: |
__________,
20____ |
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|
| Expiration Date: |
Tenth (10th)
anniversary of the Grant Date |
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|
| Number of SARs: |
_________________ |
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|
| Grant Price per SAR: |
U.S. $_____________ |
| Vesting: | Except as otherwise provided
herein, one-third (1/3) of your SARs will vest and become exercisable on each of the first three
anniversaries of the Grant Date, provided that you remain continuously employed by the Company and
its Affiliates through the applicable vesting dates. |
| Exercise: | You may exercise this
SAR Award only to the extent vested and only if the Award has not terminated. This SAR Award may
not be exercised after the expiration date set forth above, or the earlier date that the Award terminates
in connection with your termination of employment in accordance with the terms of the Plan. This
SAR Award can only be exercised if the Fair Market Value of the Shares as to which it is being exercised
exceeds the grant price for those Shares. In addition, your ability to exercise the SARs may be
restricted by the Company if required by applicable law. |
| | |
| | You may exercise your SAR Award by completing your transaction
on-line using the account provided by the Company’s designated stock plan administrator. However, the SAR will not
be exercised until you have satisfied all applicable withholding taxes due as a result of the exercise. |
| | |
| | Upon exercise of the SAR, the excess of the Fair Market
Value of the number of SARs being exercised (as determined on the date of exercise) over the Grant Price of such SARs
shall be paid to you in whole Shares having an aggregate Fair Market Value equal to the amount due. Any fractional Share
shall be cancelled. |
Termination
of Employment: | If your employment with the Company and
its Affiliates terminates due to Retirement before your SARs are 100% vested, then your SARs will continue to vest
on the regular vesting dates described above, without regard to your continued employment, but subject to your compliance
with the “Restrictive Covenants” provisions below. In addition, if you terminate due to Retirement, you
may exercise your vested SARs until the third (3rd) anniversary of your termination date or, if earlier,
the Expiration Date. For purposes hereof, you will be considered to have terminated due to “Retirement”
if all of the following conditions have been met as of the date of your termination: (1) you have remained in
employment with the Company and its Affiliates for at least nine (9) months after the Grant Date, (2) you
have provided the Company with at least six (6) months advance written notice of your retirement date (unless
such notice requirement is waived in whole or part by the Company), (3) you have attained at least age 55 and
your age plus years of service with the Company and its Affiliates is at least equal to 68, (4) you have cooperated,
to the reasonable satisfaction of the Company, with respect to the transfer of your duties, and (5) your most
recent performance rating was not the lowest rating. For purposes of determining your years of service with the Company
or an Affiliate, your service with an entity prior to its acquisition by the Company or an Affiliate shall count,
provided such service was continuous at the time of the acquisition. |
| | |
| | If your employment with the Company and its Affiliates terminates
due to death or Disability, then this SAR Award may be exercised, to the extent vested as of the last day of your employment,
until the first anniversary of your termination date or, if earlier, the Expiration Date. For purposes hereof, a “Disability”
means your physical or mental incapacity which qualifies you to collect a benefit under a long-term disability plan maintained
by the Company or an Affiliate, or any such similar mental or physical condition which the Administrator determines to
be a disability, regardless of whether either you or your condition is covered by any such long-term disability plan.
You must provide proof of Disability if requested by the Administrator. |
| | |
| | If your employment with the Company terminates for reasons
other than Retirement, death, Disability or Cause, then you may exercise this SAR Award, to the extent vested as of the
last day of your employment, until 90 days after your termination date or, if earlier, the Expiration Date. |
| | Notwithstanding anything herein to the contrary, your entire
SAR Award is terminated immediately if the Company or an Affiliate terminates your employment for Cause, or if your employment
is terminated at a time when you could be terminated for Cause. In addition, if you are not terminated for Cause but the
Administrator later determines that you could have been terminated for Cause if all facts had been known at that time,
your SAR Award will terminate immediately on the date of such determination. If you submit a notice of exercise while
the Administrator is considering whether you should be (or could have been) terminated for Cause, your exercise will be
suspended pending such determination. If it is determined that you are (or could have been) terminated for Cause, then
your SAR Award will terminate and your notice of exercise rescinded. For purposes hereof, “Cause” means your
act or omission that the Administrator determines constitutes cause for termination, including but not limited to any
of the following: (1) a material violation of any Company or Affiliate policy, including any policy contained in
the Company Code of Business Conduct and Ethics; (2) embezzlement from, or theft of property belonging to, the Company
or any Affiliate; (3) willful failure to perform or gross negligence in the performance of assigned duties; or (4) other
intentional misconduct, whether related to employment or otherwise, that has, or has the potential to have, an adverse
effect on the business conducted by the Company or its Affiliates. |
| | If someone else wants to
exercise this SAR Award after your death, that person must contact the Company and prove to the Company’s
satisfaction that he or she is entitled to do so. |
| | |
| Change of Control: | Upon a Change of Control, this Award will be
treated as provided in the Plan. In addition, notwithstanding the definition of “Cause” above,
during the twenty-four (24) month period following a Change of Control, the definition of “Cause”
for purposes of this Award shall be limited to (1) your engagement 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 Company, 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;
(2) your 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
your ability to perform your duties or responsibilities; or (3) your continuing willful and unreasonable
refusal to perform your duties or responsibilities (unless significantly changed without your consent). |
| | |
Restrictions
on Resale: | By accepting this Award, you agree not to sell any Shares
acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its
underwriters prohibit a sale. |
Transferability
of Award: | Except as otherwise provided in the Plan, you
may not assign, alienate, sell or transfer this Award for any reason, other than under your will or as required by the
laws of descent and distribution. This Award also may not be pledged, attached, or otherwise encumbered. Any purported
assignment, alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall
be null and void and unenforceable against the Company or any Affiliate. |
| | |
| Tax Withholding: | To the extent that the vesting or exercise of
the SARs results in income to you for Federal, state or local income tax purposes, or the Company is otherwise
required to withhold amounts with respect to the SARs, you shall deliver to the Company at the time the Company
is obligated to withhold amounts, such amount as the Company requires to meet its withholding obligation under
applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct
or withhold from payment under this Award or other compensation payable to you an amount sufficient to satisfy
its withholding obligations. You may satisfy the withholding requirement in connection with the exercise of
your SARs, in whole or in part, in cash or by electing to have the Company withhold for its own account that
number of Shares otherwise deliverable to you upon the exercise of the SARs having an aggregate Fair Market
Value sufficient to satisfy the Company’s withholding obligation; provided that the amount to be withheld
may not exceed the total maximum statutory tax withholding obligations associated with the transaction to the
extent needed for the Company to avoid an accounting charge. Your election must be irrevocable, in writing,
and submitted to the Secretary of the Company before the date on which the applicable withholding obligation
arises. |
| | |
| Restrictive Covenants: | By accepting this Award, you agree that
this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement,
if (1) while you are employed by the Company or any Affiliate, you compete with the Company or an
Affiliate, participate in any enterprise that competes with the Company or an Affiliate or use or disclose,
other than as expressly authorized by the Company, any confidential business information or trade secrets
that you obtain during the course of your employment with the Company or any Affiliate; or (2) after
you are no longer employed by the Company or any Affiliate, you are determined by the Administrator in
its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation
or similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand
(your “Restrictive Agreement”), or (B) while this Award is in effect, to have engaged
in conduct that would have constituted a breach of your Restrictive Agreement if such Restrictive Agreement
were then in effect. |
| Miscellaneous: | As a condition of
the granting of this Award, you agree, for yourself and your legal representatives or guardians,
that this Award and the Plan shall be interpreted by the Administrator and that any interpretation
by the Administrator of the terms of this Award or the Plan and any determination made by the
Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. |
| | |
| | · |
As a condition of the granting of this Award, you agree, for
yourself and your legal representatives or guardians, that this Award, and any Shares issued or cash paid pursuant to this Award, shall
be subject to (A) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time
to time (to the extent contemplated by such policies) and (B) any recoupment, clawback, equity holding, stock ownership or similar
requirements made applicable by law, regulation or listing standards to the Company from time to time (to the extent contemplated by
such requirements). |
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| | · |
In general, this Award may be amended only by written consent
signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be amended
or terminated by the Administrator or the Company without your consent in accordance with the provisions of the Plan. |
| | |
| | · |
The failure of the Company to enforce any provision of this
Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. |
| | |
| | · |
This Award shall be binding upon and inure to the benefit of
you and your heirs and personal representatives and the Company and its successors and legal representatives. |
| | |
| Prospectus Delivery/Access | · |
By accepting this Award you acknowledge that a prospectus for
the Plan, along with a copy of the Plan and the Company’s most recent Annual Report to Shareholders, has been made available to
you electronically via the Company’s designated stock plan administrator’s web portal. |
| | |
| | · |
A paper copy of the prospectus for the Plan is also available
to you upon request. |
This Award is granted
under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized
terms used and not defined in this Award can be found in the Plan.
UNLESS YOU DECLINE
THIS AWARD WITHIN 90 DAYS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE
HAVING READ THIS AWARD AND THE PLAN.
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REGAL
REXNORD CORPORATION |
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| By: |
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| Name: |
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| Title: |
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Exhibit 4.5
REGAL REXNORD CORPORATION – 2023 OMNIBUS
INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
[Name]
[Address]
| Dear ___________________: |
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| You have been granted an award of Restricted Stock Units (an “Award”) under the Regal Rexnord Corporation 2023 Omnibus Incentive Plan (the “Plan”) with the following terms and conditions: |
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| Grant Date: |
__________, 20____ |
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| Number of Restricted |
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| Stock Units: |
__________________ (_______) Units |
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| Vesting Schedule: |
Except as otherwise provided herein, one-third (1/3) of your Restricted Stock Units will vest on each of the first three anniversaries of the Grant Date, provided that you remain continuously employed by the Company and its Affiliates through the applicable vesting dates. |
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|
| |
If your employment with the Company and its Affiliates terminates due to Retirement before your Restricted Stock Units are 100% vested, then your Restricted Stock Units will continue to vest on the regular vesting dates described in the first paragraph above, without regard to your continued employment, but subject to your compliance with the “Restrictive Covenants” provisions below. For purposes hereof, you will be considered to have terminated due to “Retirement” if all of the following conditions have been met as of the date of your termination: (1) you have remained in employment with the Company and its Affiliates for at least nine (9) months after the Grant Date, (2) you have provided the Company with at least six (6) months advance written notice of your retirement (unless such notice requirement is waived in whole or part by the Company), (3) you have attained at least age 55 and your age plus years of service with Company and its Affiliates is at least equal to 68, (4) you have cooperated, to the reasonable satisfaction of the Company, with respect to the transfer of your duties, and (5) your most recent performance rating was not the lowest rating. For purposes of determining your years of service with the Company or an Affiliate, your service with an entity prior to its acquisition by the Company or an Affiliate shall count, provided such service was continuous at the time of the acquisition. |
| |
|
| |
If your employment with the Company and its Affiliates terminates due to death or Disability before your Restricted Stock Units are 100% vested, then you will vest on the date of such termination in a proportionate number of Units, determined by: |
| (1) | multiplying the total number of Restricted Stock Units granted under this award by a fraction, the numerator
of which is the number of days from the Grant Date through your date of termination, and the denominator of which is 1,095, and |
| (2) | reducing the amount determined in paragraph (1) by the number of Restricted Stock Units that have
previously vested, if any. |
| |
The remaining unvested Restricted Stock Units will be forfeited. For purposes hereof, a “Disability” means your physical or mental incapacity which qualifies you to collect a benefit under a long-term disability plan maintained by the Company or an Affiliate, or any such similar mental or physical condition which the Administrator determines to be a disability, regardless of whether either you or your condition is covered by any such long-term disability plan. You must provide proof of Disability if requested by the Administrator. |
| |
|
| |
If your employment with the Company and its Affiliates terminates (voluntarily or involuntarily) before your Restricted Stock Units are 100% vested in any other circumstance not described above, then all nonvested Restricted Stock Units will be forfeited. |
| |
|
| |
Notwithstanding anything herein to the contrary, your entire RSU Award is terminated immediately if the Company or an Affiliate terminates your employment for Cause, or if your employment is terminated at a time when you could be terminated for Cause. In addition, if you are not terminated for Cause but the Administrator later determines that you could have been terminated for Cause if all facts had been known at that time, your RSU Award will terminate immediately on the date of such determination. For purposes hereof, “Cause” means your act or omission that the Administrator determines constitutes cause for termination, including but not limited to any of the following: (1) a material violation of any Company or Affiliate policy, including any policy contained in the Company Code of Business Conduct and Ethics; (2) embezzlement from, or theft of property belonging to, the Company or any Affiliate; (3) willful failure to perform or gross negligence in the performance of assigned duties; or (4) other intentional misconduct, whether related to employment or otherwise, that has, or has the potential to have, an adverse effect on the business conducted by the Company or its Affiliates. |
| |
|
| |
If the application of the vesting schedule described herein would cause any fractional Restricted Stock Units to vest, then the number of Restricted Stock Units that vest on any vesting date other than the final vesting date shall be rounded down to the nearest whole share, and such fractional Restricted Stock Units shall accumulate and vest on the next vesting date that they add up to a whole share. |
| Issuance of Shares: |
As soon as reasonably practicable after your Restricted Stock Units vest, the Company will issue to you a number of Shares equal to the number of Restricted Stock Units that have vested. In all events such settlement of any vested Restricted Stock Units shall occur no later than March 15 of the year following the year of vesting unless delivery is deferred pursuant to a nonqualified deferred compensation plan, if allowed by the Company, in accordance with the requirements of Section 409A of the Code, and subject to applicable withholding. |
| |
|
| Change of Control: |
Upon a Change of Control, this Award will be treated as provided in the Plan. In addition, notwithstanding the definition of “Cause” above, during the twenty-four (24) month period following a Change of Control, the definition of “Cause” for purposes of this Award shall be limited to (1) your engagement 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 Company, 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; (2) your 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 your ability to perform your duties or responsibilities; or (3) your continuing willful and unreasonable refusal to perform your duties or responsibilities (unless significantly changed without your consent). |
| |
|
| Transferability of Shares: |
By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. |
| |
|
| Rights as Shareholder: |
You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the Restricted Stock Units unless and until Shares are issued therefor upon vesting of the Restricted Stock Units. Accordingly, prior to Shares being issued to you upon vesting of the Restricted Stock Units, you may not exercise any voting rights and you will not be entitled to receive any dividends and other distributions paid with respect to any such Shares underlying the Restricted Stock Units. |
| |
|
| |
If, however, after the Grant Date and prior to the settlement date, both a record date and payment date with respect to a cash dividend (other than a special or extraordinary dividend, including any dividend not paid as a regular quarterly dividend) on the Shares occurs, then on the date that such dividend is paid to Company shareholders you shall be credited with “dividend equivalents” in an amount equal to the dividends that would have been paid to you if you owned a number of Shares equal to the number of outstanding Restricted Stock Units hereunder as of such record date. The dividend equivalents will be deemed to be reinvested in additional Restricted Stock Units (determined by dividing the cash dividends paid by the Fair Market Value of a Share on the dividend payment date) which will be subject to the same terms and conditions, and shall vest and be settled or be forfeited (if applicable) at the same time, as the Restricted Stock Units to which they are attributable. |
| Transferability of Award: |
Except as otherwise provided in the Plan, you may not assign, alienate, sell or transfer this Award for any reason, other than under your will or as required by the laws of descent and distribution. This Award also may not be pledged, attached, or otherwise encumbered. Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall be null and void and unenforceable against the Company or any Affiliate. |
| |
|
| Tax Withholding: |
To the extent that the vesting of the Restricted Stock Units results in income to you for Federal, state or local income tax purposes, or the Company is otherwise required to withhold amounts with respect to the Restricted Stock Units, you shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under this Award or other compensation payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement, in connection with the earning of the Restricted Stock Units, in whole or in part, in cash or by electing to have the Company withhold for its own account that number of Shares otherwise deliverable to you upon vesting of the Restricted Stock Units having an aggregate Fair Market Value sufficient to satisfy the Company’s withholding obligation; provided that the amount to be withheld may not exceed the total maximum statutory tax withholding obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date on which the applicable withholding obligation arises. |
| |
|
| Restrictive Covenants: |
By accepting this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement, if (1) while you are employed by the Company or any Affiliate, you compete with the Company or an Affiliate, participate in any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized by the Company, any confidential business information or trade secrets that you obtain during the course of your employment with the Company or any Affiliate; or (2) after you are no longer employed by the Company or any Affiliate, you are determined by the Administrator in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”), or (B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement if such Restrictive Agreement were then in effect. |
| Miscellaneous: | · |
As a condition of the granting of this Award, you agree, for yourself and your
legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation
by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or
the Plan shall be final, binding and conclusive. |
| |
· |
As a condition of the granting of this Award, you agree, for
yourself and your legal representatives or guardians, that this Award, and any Shares issued or cash paid pursuant to this Award, shall
be subject to (1) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time
to time (to the extent contemplated by such policies) and (2) any recoupment, clawback, equity holding, stock ownership or similar
requirements made applicable by law, regulation or listing standards to the Company from time to time (to the extent contemplated by
such requirements). |
| |
|
| |
· |
In general, this Award may be amended only by written consent
signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be modified,
reduced, extinguished or canceled amended or terminated by the Administrator or the Company without your consent in accordance with the
provisions of the Plan. |
| |
|
| |
· |
The failure of the Company to enforce any provision of this
Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. |
| |
|
| |
· |
This Award shall be binding upon and inure to the benefit of
you and your heirs and personal representatives and the Company and its successors and legal representatives. |
| |
|
| |
· |
This Award may be executed in counterparts. |
| |
|
| Prospectus Delivery/Access: |
· |
By accepting this Award you acknowledge that a prospectus for the Plan, along with a copy of the Plan and the Company’s most recent
Annual Report to Shareholders, has been made available to you electronically via the Company’s designated stock plan administrator’s
web portal. |
| |
|
| |
· |
A paper copy of the prospectus for the Plan is also available
to you upon request. |
This Award is granted under and governed by the
terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined
in this Award can be found in the Plan.
UNLESS YOU DECLINE THIS AWARD WITHIN 90 DAYS,
YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD
AND THE PLAN.
| REGAL REXNORD CORPORATION |
|
| |
|
| By: |
|
|
| Name: |
|
| Title: |
|
Exhibit 4.6
REGAL REXNORD CORPORATION -- 2023 OMNIBUS INCENTIVE
PLAN
CASH SETTLED RESTRICTED STOCK UNIT AWARD
[Name]
[Address]
Dear _____________________:
You have been granted an award of Restricted Stock
Units (an “Award”) under the Regal Rexnord Corporation 2023 Omnibus Incentive Plan (the “Plan”) with the following
terms and conditions:
| Grant Date: |
__________, 20____ |
| |
|
| Number of Restricted Stock
Units: |
__________________ (_______) Units |
| |
|
| Vesting Schedule: |
Except as otherwise provided herein, [percentage amount(s)] will vest on the [vesting time(s)], respectively, provided that you remain continuously employed by the Company and its Affiliates through the applicable vesting date(s). |
| |
|
| |
If your employment with the Company and its Affiliates terminates due to Retirement before your Restricted Stock Units are 100% vested, then your Restricted Stock Units will continue to vest on the regular vesting dates described in the first paragraph above, without regard to your continued employment, but subject to your compliance with the “Restrictive Covenants” provisions below. For purposes hereof, you will be considered to have terminated due to “Retirement” if all of the following conditions have been met as of the date of your termination: (1) you have remained in employment with the Company and its Affiliates for at least nine (9) months after the Grant Date, (2) you have provided the Company with at least six (6) months advance written notice of your retirement (unless such notice requirement is waived in whole or part by the Company), (3) you have attained at least age 55 and your age plus years of service with Company and its Affiliates is at least equal to 68, (4) you have cooperated, to the reasonable satisfaction of the Company, with respect to the transfer of your duties, and (5) your most recent performance rating was not the lowest rating. For purposes of determining your years of service with the Company or an Affiliate, your service with an entity prior to its acquisition by the Company or an Affiliate shall count, provided such service was continuous at the time of the acquisition. |
| If your employment with the Company and
its Affiliates terminates due to death or Disability before your Restricted Stock Units are 100% vested, then you will vest on the date
of such termination in a proportionate number of Units, determined by: |
| (1) | multiplying the total number of Restricted Stock Units granted under this award by a fraction, the numerator
of which is the number of days from the Grant Date through your date of termination, and the denominator of which is 1,095, and |
| (2) | reducing the amount determined in paragraph (1) by the number of Restricted Stock Units that have
previously vested, if any. |
| |
The remaining unvested Restricted Stock Units will be forfeited. For purposes hereof, a “Disability” means your physical or mental incapacity which qualifies you to collect a benefit under a long-term disability plan maintained by the Company or an Affiliate, or any such similar mental or physical condition which the Administrator determines to be a disability, regardless of whether either you or your condition is covered by any such long-term disability plan. You must provide proof of Disability if requested by the Administrator. |
| |
|
| |
If your employment with the Company and its Affiliates terminates (voluntarily or involuntarily) before your Restricted Stock Units are 100% vested in any other circumstance not described above, then all nonvested Restricted Stock Units will be forfeited. |
| |
|
| |
Notwithstanding anything herein to the contrary, your entire RSU Award is terminated immediately if the Company or an Affiliate terminates your employment for Cause, or if your employment is terminated at a time when you could be terminated for Cause. In addition, if you are not terminated for Cause but the Administrator later determines that you could have been terminated for Cause if all facts had been known at that time, your RSU Award will terminate immediately on the date of such determination. For purposes hereof, “Cause” means your act or omission that the Administrator determines constitutes cause for termination, including but not limited to any of the following: (1) a material violation of any Company or Affiliate policy, including any policy contained in the Company Code of Business Conduct and Ethics; (2) embezzlement from, or theft of property belonging to, the Company or any Affiliate; (3) willful failure to perform or gross negligence in the performance of assigned duties; or (4) other intentional misconduct, whether related to employment or otherwise, that has, or has the potential to have, an adverse effect on the business conducted by the Company or its Affiliates. |
| |
|
| |
If the application of the vesting schedule described herein would cause any fractional Restricted Stock Units to vest, then the number of Restricted Stock Units that vest on any vesting date other than the final vesting date shall be rounded down to the nearest whole share, and such fractional Restricted Stock Units shall accumulate and vest on the next vesting date that they add up to a whole share. |
| Settlement of Restricted Stock Units: |
As soon as reasonably practicable after your Restricted Stock Units vest the Company will deliver to you an amount of cash equal to the Fair Market Value, determined as of the vesting date, of a number of Shares equal to the number of Restricted Stock Units that have vested. In all events such settlement of any vested Restricted Stock Units shall occur no later than March 15 of the year following the year of vesting unless delivery is deferred pursuant to a nonqualified deferred compensation plan, if allowed by the Company, in accordance with the requirements of Section 409A of the Code, and subject to applicable withholding. |
| |
|
| Change of Control: |
Upon a Change of Control, this Award will be treated as provided in the Plan. In addition, notwithstanding the definition of “Cause” above, during the twenty-four (24) month period following a Change of Control, the definition of “Cause” for purposes of this Award shall be limited to (1) your engagement 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 Company, 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; (2) your 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 your ability to perform your duties or responsibilities; or (3) your continuing willful and unreasonable refusal to perform your duties or responsibilities (unless significantly changed without your consent). |
| |
|
| Rights as Shareholder: |
You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the Restricted Stock Units. Accordingly, you may not exercise any voting rights and you will not be entitled to receive any dividends and other distributions paid with respect to any such Shares underlying the Restricted Stock Units. |
| |
|
| |
If, however, after the Grant Date and prior to the settlement date, both a record date and payment date with respect to a cash dividend (other than a special or extraordinary dividend, including any dividend not paid as a regular quarterly dividend) on the Shares occurs, then on the date that such dividend is paid to Company shareholders you shall be credited with “dividend equivalents” in an amount equal to the dividends that would have been paid to you if you owned a number of Shares equal to the number of outstanding Restricted Stock Units hereunder as of such record date. The dividend equivalents will be deemed to be reinvested in additional Restricted Stock Units (determined by dividing the cash dividends paid by the Fair Market Value of a Share on the dividend payment date) which will be subject to the same terms and conditions, and shall vest and be settled or be forfeited (if applicable) at the same time, as the Restricted Stock Units to which they are attributable. |
| Transferability of Award: |
Except as otherwise provided in the Plan, you may not assign, alienate, sell or transfer this Award for any reason, other than under your will or as required by the laws of descent and distribution. This Award also may not be pledged, attached, or otherwise encumbered. Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall be null and void and unenforceable against the Company or any Affiliate. |
| |
|
| Tax Withholding: |
To the extent that the vesting of the Restricted Stock Units results in income to you for Federal, state or local income tax purposes, or the Company is otherwise required to withhold amounts with respect to the Restricted Stock Units, you shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under this Award or other compensation payable to you an amount sufficient to satisfy its withholding obligations. |
| |
|
| Restrictive Covenants: |
By accepting this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement, if (1) while you are employed by the Company or any Affiliate, you compete with the Company or an Affiliate, participate in any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized by the Company, any confidential business information or trade secrets that you obtain during the course of your employment with the Company or any Affiliate; or (2) after you are no longer employed by the Company or any Affiliate, you are determined by the Administrator in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”), or (B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement if such Restrictive Agreement were then in effect. |
| Miscellaneous: |
· As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. |
| |
|
| |
· In general, this Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be modified, reduced, extinguished or canceled, amended or terminated by the Administrator or the Company without your consent in accordance with the provisions of the Plan. |
| |
· The failure of the Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. |
| |
|
| |
· This Award shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives. |
| |
|
| Prospectus Delivery/Access: |
· This Award may be executed in counterparts. |
| |
|
| |
· By accepting this Award you acknowledge that a prospectus for the Plan, along with a copy of the Plan and the Company’s most recent Annual Report to Shareholders, has been made available to you electronically via the Company’s designated stock plan administrator’s web portal. |
| |
|
| |
· A paper copy of the prospectus for the Plan is also available to you upon request. |
This Award is granted under and governed by the
terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined
in this Award can be found in the Plan.
UNLESS YOU DECLINE THIS AWARD WITHIN 90 DAYS,
YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD
AND THE PLAN.
| REGAL
REXNORD CORPORATION |
|
| |
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
Exhibit 4.7
REGAL REXNORD CORPORATION -- 2023 OMNIBUS INCENTIVE
PLAN
PERFORMANCE SHARE UNIT AWARD – ROIC Based
[Name]
[Address]
Dear _____________________:
You have been granted an award of Performance
Share Units (an “Award”) under the Regal Rexnord Corporation 2023 Omnibus Incentive Plan (the “Plan”) with the
following terms and conditions:
| Grant
Date: |
__________,
20____ |
| |
|
| Number
of Performance Share Units (“PSUs”): |
PSUs:
_________ |
| |
|
| Performance
Period: |
Fiscal
Years ______ - ______ |
| |
|
| Performance
Vesting for PSUs: |
The
performance metric that will determine the number of PSUs you earn will be based on the Company’s return on invested capital
(“ROIC”) and improvement in ROIC for one or more years in the performance period specified above (each, an “ROIC
Goal”). The ROIC Goals applicable to each year within the performance period will be communicated to you separately. ROIC for
each fiscal year in the performance period will be calculated as (i) the Company’s adjusted net operating profit after
tax, divided by (ii) the Company’s total invested capital as of the end of such fiscal year, in each case as determined
by the Administrator in its discretion. |
| |
|
| |
For
each ROIC Goal that is met, 25% of the PSUs may be earned. |
| |
|
| |
Any
PSUs that are earned based on performance will be earned on the date that the Administrator determines the achievement of the ROIC
Goal(s), which will occur after the end of the Performance Period. Any PSUs that are not earned on such date, and that are not eligible
to be earned on a future date, shall be forfeited as of such date. |
| |
|
| |
If
your employment with the Company and its Affiliates terminates due to Retirement before the date that the PSUs are earned, then you
will continue to be eligible to earn the PSUs on a pro-rated basis by multiplying the total number of PSUs earned based on the level
of achievement of the ROIC Goal(s) as determined after the end of the Performance Period as described above, by a fraction,
the numerator of which is the number of days you were employed during the Performance Period, and the denominator of which is 1,095,
subject to your compliance with the “Restrictive Covenants” provisions below. For purposes hereof, you will be considered
to have terminated due to “Retirement” if all of the following conditions have been met as of the date of your termination:
(1) you have remained in employment with the Company and its Affiliates for at least nine (9) months after the Grant Date,
(2) you have provided the Company with at least six (6) months advance written notice of your retirement (unless waived
in whole or part by the Company), (3) you have attained at least age 55 and your age plus years of service with Company and
its Affiliates is at least equal to 68, (4) you have cooperated, to the reasonable satisfaction of the Company, with respect
to the transfer of your duties, and (5) your most recent performance rating was not the lowest rating. For purposes of determining
your years of service with the Company or an Affiliate, your service with an entity prior to its acquisition by the Company or an
Affiliate shall count, provided such service was continuous at the time of the acquisition. |
| |
If
your employment with the Company and its Affiliates terminates due to death or Disability before the date that the PSUs are earned,
then you will continue to be eligible to earn the PSUs on a pro-rated basis by multiplying the total number of PSUs earned based
on the level of achievement of the ROIC Goal(s) as determined after the end of the Performance Period as described above, by
a fraction, the numerator of which is the number of days you were employed during the Performance Period, and the denominator of
which is 1,095. For purposes hereof, a “Disability” means your physical or mental incapacity which qualifies you to collect
a benefit under a long-term disability plan maintained by the Company or an Affiliate, or any such similar mental or physical condition
which the Administrator determines to be a disability, regardless of whether either you or your condition is covered by any such
long-term disability plan. You must provide proof of Disability if requested by the Administrator. |
| |
|
| |
If
your employment with the Company and its Affiliates terminates (voluntarily or involuntarily) before the date that the PSUs are earned
in any other circumstance not described above, then all of your PSUs will be forfeited. |
| |
|
| |
Notwithstanding
anything herein to the contrary, your entire PSU Award is terminated immediately if the Company or an Affiliate terminates your employment
for Cause, or if your employment is terminated at a time when you could be terminated for Cause. In addition, if you are not terminated
for Cause but the Administrator later determines that you could have been terminated for Cause if all facts had been known at that
time, your PSU Award will terminate immediately on the date of such determination. For purposes hereof, “Cause” means
your act or omission that the Administrator determines constitutes cause for termination, including but not limited to any of the
following: (1) a material violation of any Company or Affiliate policy, including any policy contained in the Company Code of
Business Conduct and Ethics; (2) embezzlement from, or theft of property belonging to, the Company or any Affiliate; (3) willful
failure to perform or gross negligence in the performance of assigned duties; or (4) other intentional misconduct, whether related
to employment or otherwise, that has, or has the potential to have, an adverse effect on the business conducted by the Company or
its Affiliates. |
| Change
of Control: |
Upon
a Change of Control, this Award will be treated as provided in the Plan. In addition, notwithstanding the definition of “Cause”
above, during the twenty-four (24) month period following a Change of Control, the definition of “Cause” for purposes
of this Award shall be limited to (1) your engagement 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 Company, 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; (2) your
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 your ability to perform your duties or responsibilities; or
(3) your continuing willful and unreasonable refusal to perform your duties or responsibilities (unless significantly changed
without your consent). |
| |
|
| Issuance
of Shares: |
As
soon as reasonably practicable after any PSUs have been earned, the Company will issue to you a number of Shares equal to the number
of PSUs that have been earned. In all events such settlement of any earned PSUs shall occur no later than March 15 of the year
following the year in which the PSUs are earned unless delivery is deferred pursuant to a nonqualified deferred compensation plan,
if allowed by the Company, in accordance with the requirements of Section 409A of the Code, and subject to applicable withholding. |
| |
|
| Transferability
of Shares: |
By
accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies
or an agreement between the Company and its underwriters prohibit a sale. |
| |
|
| Rights
as Shareholder: |
You
will not be deemed for any purposes to be a shareholder of the Company with respect to any of the PSUs unless and until Shares are
issued therefor upon vesting of the units. Accordingly, prior to Shares being issued to you upon vesting of the PSUs, you may not
exercise any voting rights and you will not be entitled to receive any dividends and other distributions paid with respect to any
such Shares underlying the PSUs. |
| |
If,
however, after the Grant Date and prior to the settlement date, both a record date and payment date with respect to a cash dividend
(other than a special or extraordinary dividend, including any dividend not paid as a regular quarterly dividend) on the Shares occurs,
then on the date that such dividend is paid to Company shareholders you shall be credited with “dividend equivalents”
in an amount equal to the dividends that would have been paid to you if you owned a number of Shares equal to the number of outstanding
Target PSUs hereunder as of such record date. The dividend equivalents will be deemed to be reinvested in additional Target PSUs
(determined by dividing the cash dividends paid by the Fair Market Value of a Share on the dividend payment date) which will be subject
to the same terms and conditions, and shall be earned and be settled or be forfeited (if applicable) at the same time, as the Target
PSUs to which they are attributable. |
| |
|
| Transferability
of Award: |
Except
as otherwise provided in the Plan, you may not assign, alienate, sell or transfer this Award for any reason, other than under your
will or as required by the laws of descent and distribution. This Award also may not be pledged, attached or otherwise encumbered.
Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall
be null and void and unenforceable against the Company or any Affiliate. |
| |
|
| Tax
Withholding: |
To
the extent that the earning or payment of the PSUs results in income to you for Federal, state or local income tax purposes, or the
Company is otherwise required to withhold amounts with respect to the PSUs, you shall deliver to the Company at the time the Company
is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable
tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under
this Award or other compensation payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the
withholding requirement in connection with the earning of PSUs, in whole or in part, in cash or by electing to have the Company withhold
for its own account that number of Shares otherwise deliverable to you upon the earning of the PSUs having an aggregate Fair Market
Value sufficient to satisfy the Company’s withholding obligation; provided that the amount to be withheld may not exceed the
total maximum statutory tax withholding obligations associated with the transaction to the extent needed for the Company to avoid
an accounting charge. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date
on which the applicable withholding obligation arises. |
| |
|
| Restrictive
Covenants: |
By
accepting this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject
to disgorgement, if (1) while you are employed by the Company or any Affiliate, you compete with the Company or an Affiliate,
participate in any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized
by the Company, any confidential business information or trade secrets that you obtain during the course of your employment with
the Company or any Affiliate; or (2) after you are no longer employed by the Company or any Affiliate, you are determined by
the Administrator in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or
similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”),
or (B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement
if such Restrictive Agreement were then in effect. |
| Miscellaneous: |
· As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. |
| |
|
| |
· As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award, and any Shares issued or cash paid pursuant to this Award, shall be subject to (1) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time (to the extent contemplated by such policies) and (2) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to time (to the extent contemplated by such requirements). |
| |
|
| |
· In general, this Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be modified, reduced, extinguished or canceled by the Administrator or the Company without your consent in accordance with the provisions of the Plan and the Administrator shall have the right, in its sole discretion, to adjust the Performance Goals at any time to reflect changes affecting ROIC that were not contemplated at the time the Performance Goals were established. |
| |
|
| |
· The failure of the Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. |
| |
|
| |
· This Award shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives. |
| |
|
| |
· This Award may be executed in counterparts. |
| Prospectus
Delivery/Access: |
· By accepting this Award you acknowledge that a prospectus for the Plan, along with a copy of the Plan and the Company’s most recent Annual Report to Shareholders, has been made available to you electronically via the Company’s designated stock plan administrator’s web portal. |
| |
|
| |
· A
paper copy of the prospectus for the Plan is also available to you upon request. |
This Award is granted under and governed by the
terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined
in this Award can be found in the Plan.
UNLESS YOU DECLINE THIS AWARD WITHIN 90 DAYS,
YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD
AND THE PLAN.
| REGAL
REXNORD CORPORATION |
|
| |
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
Exhibit 4.8
REGAL REXNORD CORPORATION – 2023 OMNIBUS
INCENTIVE PLAN
PERFORMANCE SHARE UNIT AWARD – TSR Based
[Name]
[Address]
Dear _____________________:
You have been granted an award of Performance
Share Units (an “Award”) under the Regal Rexnord Corporation 2023 Omnibus Incentive Plan (the “Plan”) with the
following terms and conditions:
| Grant Date: |
__________,
20____ |
| |
|
| Number of Performance Share
Units (“PSUs”): |
Target
PSUs: _________ Maximum PSUs: __ x Target |
| |
|
| Performance Period: |
Fiscal Years ______-______ |
| |
|
| Performance Vesting for
PSUs: |
The performance metric
that will determine the number of PSUs you earn will be the Company’s total shareholder return (“TSR”) over the
performance period specified above relative to the Company’s designated peer group as set forth and modified from time to time
by the Plan Administrator (the “Peer Group”). TSR will be calculated using [comparatively determined trading prices over
equivalent measurement periods or points in time, both on or prior to the first day of the Performance Period and ending on or prior
to the last day of the Performance Period]. |
| |
|
| |
The number of PSUs earned
will be as follows: |
| |
|
| |
TSR at ___th Percentile
of the Peer Group = Zero PSUs |
| |
TSR at ___th Percentile
of the Peer Group = Target PSUs |
| |
TSR at ___th Percentile
of the Peer Group = Maximum PSUs |
| |
|
| |
The number of PSUs earned
will be interpolated between (i) zero and Target PSUs for performance between the __th Percentile of the Peer Group and the
__th Percentile of the Peer Group, or (ii) Target PSUs and Maximum PSUs for performance between the __th Percentile of the Peer
Group and the __th Percentile of the Peer Group. Any PSUs that are earned based on performance will be earned on the date that the
Administrator certifies the achievement of the applicable level of relative TSR. Any PSUs that are not earned on such date shall
be forfeited. |
| |
|
| |
If your employment with
the Company and its Affiliates terminates due to Retirement before the date that the PSUs are earned, then you will continue to be
eligible to earn the PSUs on a pro-rated basis by multiplying the total number of PSUs earned based on the level of achievement of
the TSR Goal as determined after the end of the Performance Period as described above, by a fraction, the numerator of which is the
number of days you were employed during the Performance Period, and the denominator of which is 1,095, subject to your compliance
with the “Restrictive Covenants” provisions below. For purposes hereof, you will be considered to have terminated due
to “Retirement” if all of the following conditions have been met as of the date of your termination: (1) you have
remained in employment with the Company and its Affiliates for at least nine (9) months after the Grant Date, (2) you have
provided the Company with at least six (6) months advance written notice of your retirement date (unless such notice requirement
is waived in whole or part by the Company), (3) you have attained at least age 55 and your age plus years of service with Company
and its Affiliates is at least equal to 68, (4) you have cooperated, to the reasonable satisfaction of the Company, with respect
to the transfer of your duties, and (5) your most recent performance rating was not the lowest rating. For purposes of determining
your years of service with the Company or an Affiliate, your service with an entity prior to its acquisition by the Company or an
Affiliate shall count, provided such service was continuous at the time of the acquisition. |
| |
If your employment
with the Company and its Affiliates terminates due to death or Disability before the date that the PSUs are earned, then you will
continue to be eligible to earn the PSUs on a pro-rated basis by multiplying the total number of PSUs earned based on the level of
achievement of the TSR Goal as determined after the end of the Performance Period as described above, by a fraction, the numerator
of which is the number of days you were employed during the Performance Period, and the denominator of which is 1,095. For purposes
hereof, a “Disability” means your physical or mental incapacity which qualifies you to collect a benefit under a long-term
disability plan maintained by the Company or an Affiliate, or any such similar mental or physical condition which the Administrator
determines to be a disability, regardless of whether either you or your condition is covered by any such long-term disability plan.
You must provide proof of Disability if requested by the Administrator. |
| |
|
| |
If your employment with
the Company and its Affiliates terminates (voluntarily or involuntarily) before the date that the PSUs are earned in any other circumstance
not described above, then all of your PSUs will be forfeited. |
| |
|
| |
Notwithstanding anything
herein to the contrary, your entire PSU Award is terminated immediately if the Company or an Affiliate terminates your employment
for Cause, or if your employment is terminated at a time when you could be terminated for Cause. In addition, if you are not terminated
for Cause but the Administrator later determines that you could have been terminated for Cause if all facts had been known at that
time, your PSU Award will terminate immediately on the date of such determination. For purposes hereof, “Cause” means
your act or omission that the Administrator determines constitutes cause for termination, including but not limited to any of the
following: (1) a material violation of any Company or Affiliate policy, including any policy contained in the Company Code of
Business Conduct and Ethics; (2) embezzlement from, or theft of property belonging to, the Company or any Affiliate; (3) willful
failure to perform or gross negligence in the performance of assigned duties; or (4) other intentional misconduct, whether related
to employment or otherwise, that has, or has the potential to have, an adverse effect on the business conducted by the Company or
its Affiliates. |
| Change of Control: |
Upon a Change
of Control, this Award will be treated as provided in the Plan. In addition, notwithstanding the definition of “Cause”
above, during the twenty-four (24) month period following a Change of Control, the definition of “Cause” for purposes
of this Award shall be limited to (1) your engagement 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 Company, 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; (2) your
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 your ability to perform your duties or responsibilities; or
(3) your continuing willful and unreasonable refusal to perform your duties or responsibilities (unless significantly changed
without your consent). |
| |
|
| Issuance of Shares: |
As soon as reasonably practicable
after any PSUs have been earned, the Company will issue to you a number of Shares equal to the number of PSUs that have been earned.
Any fractional Share shall be cancelled. In all events such settlement of any earned PSUs shall occur no later than March 15
of the year following the year in which the PSUs are earned unless delivery is deferred pursuant to a nonqualified deferred compensation
plan, if allowed by the Company, in accordance with the requirements of Section 409A of the Code, and subject to applicable
withholding. |
| |
|
| Transferability of Shares: |
By accepting this Award,
you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between
the Company and its underwriters prohibit a sale. |
| |
|
| Rights as Shareholder: |
You will not be deemed
for any purposes to be a shareholder of the Company with respect to any of the PSUs unless and until Shares are issued therefor upon
vesting of the units. Accordingly, prior to Shares being issued to you upon vesting of the PSUs, you may not exercise any voting
rights and you will not be entitled to receive any dividends and other distributions paid with respect to any such Shares underlying
the PSUs. |
| |
If, however,
after the Grant Date and prior to the settlement date, both a record date and payment date with respect to a cash dividend (other
than a special or extraordinary dividend, including any dividend not paid as a regular quarterly dividend) on the Shares occurs,
then on the date that such dividend is paid to Company shareholders you shall be credited with “dividend equivalents”
in an amount equal to the dividends that would have been paid to you if you owned a number of Shares equal to the number of outstanding
Target PSUs hereunder as of such record date. The dividend equivalents will be deemed to be reinvested in additional Target PSUs
(determined by dividing the cash dividends paid by the Fair Market Value of a Share on the dividend payment date) which will be subject
to the same terms and conditions, and shall be earned and settled or be forfeited (if applicable) at the same time, as the Target
PSUs to which they are attributable. |
| |
|
| Transferability of Award: |
Except as otherwise provided
in the Plan, you may not assign, alienate, sell or transfer this Award for any reason, other than under your will or as required
by the laws of descent and distribution. This Award also may not be pledged, attached or otherwise encumbered. Any purported assignment,
alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall be null and void and
unenforceable against the Company or any Affiliate. |
| |
|
| Tax Withholding: |
To the extent that the
earning or payment of the PSUs results in income to you for Federal, state or local income tax purposes, or the Company is otherwise
required to withhold amounts with respect to the PSUs, you shall deliver to the Company at the time the Company is obligated to withhold
amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations,
and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under this Award or other compensation
payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement in connection
with the earning of PSUs, in whole or in part, in cash or by electing to have the Company withhold for its own account that number
of Shares otherwise deliverable to you upon the earning of the PSUs having an aggregate Fair Market Value sufficient to satisfy the
Company’s withholding obligation; provided that the amount to be withheld may not exceed the total maximum statutory tax withholding
obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. Your election must
be irrevocable, in writing, and submitted to the Secretary of the Company before the date on which the applicable withholding obligation
arises. |
| Restrictive Covenants: |
By accepting
this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement,
if (1) while you are employed by the Company or any Affiliate, you compete with the Company or an Affiliate, participate in
any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized by the Company,
any confidential business information or trade secrets that you obtain during the course of your employment with the Company or any
Affiliate; or (2) after you are no longer employed by the Company or any Affiliate, you are determined by the Administrator
in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or similar agreement
between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”), or
(B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement
if such Restrictive Agreement were then in effect. |
| Miscellaneous: |
· As a condition of
the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall
be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any
determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. |
| |
|
| |
· As a condition of
the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award, and any Shares
issued or cash paid pursuant to this Award, shall be subject to (1) any recoupment, clawback, equity holding, stock ownership
or similar policies adopted by the Company from time to time (to the extent contemplated by such policies) and (2) any recoupment,
clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the
Company from time to time (to the extent contemplated by such requirements). |
| |
|
| |
· In general, this
Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding
the foregoing, this Award may be modified, reduced, extinguished or canceled by the Administrator or the Company without your consent
in accordance with the provisions of the Plan and the Administrator shall have the right, in its sole discretion, to adjust the method
of calculating TSR. |
| |
|
| |
· The failure of the
Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other
provision hereof. |
| |
|
| |
· This Award shall
be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and
legal representatives. |
| |
|
| |
· This Award may be
executed in counterparts. |
| |
|
| Prospectus Delivery/Access: |
· By accepting this
Award you acknowledge that a prospectus for the Plan, along with a copy of the Plan and the Company’s most recent Annual Report
to Shareholders, has been made available to you electronically via the Company’s designated stock plan administrator’s
web portal. |
| |
|
| |
· A paper
copy of the prospectus for the Plan is also available to you upon request. |
This Award is granted under and governed by the
terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined
in this Award can be found in the Plan.
UNLESS YOU DECLINE THIS AWARD WITHIN 90 DAYS,
YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD
AND THE PLAN.
| REGAL
REXNORD CORPORATION |
|
| |
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
Exhibit 4.9
REGAL REXNORD CORPORATION -- 2023 OMNIBUS INCENTIVE
PLAN
RESTRICTED STOCK AWARD FOR DIRECTORS
[Name]
[Address]
Dear _____________________:
You have been granted an award of Restricted Stock
(an “Award”) under the Regal Rexnord Corporation 2023 Omnibus Incentive Plan (the “Plan”) with the following terms
and conditions:
| Grant Date: |
__________, 20___ |
| |
|
| Shares of Restricted Stock: |
__________________ |
| |
|
| Vesting Schedule: |
Except as provided below, one hundred percent (100%) of your shares of Restricted Stock will vest on the first anniversary of the Grant Date. |
| |
|
| |
If your employment or service with the Company and its Affiliates terminates due to death or Disability before your shares of Restricted Stock are 100% vested, then you will vest on the date of such termination in a proportionate number of Shares, determined by multiplying the total number of shares of Restricted Stock granted under this Award by a fraction, the numerator of which is the number of days from the Grant Date through your date of termination, and the denominator of which is 365. The remaining unvested shares of Restricted Stock will be forfeited. |
| |
|
| |
For purposes hereof, a “Disability” means a mental or physical condition which the Administrator determines to be a disability. You must provide proof of Disability if requested by the Administrator. |
| |
|
| |
If your employment or service with the Company and its Affiliates terminates (voluntarily or involuntarily) before your shares of Restricted Stock are 100% vested in any other circumstance not described above, then all of the shares of Restricted Stock will be forfeited. |
| |
|
| Issuance of Shares: |
Upon the Grant Date, the shares of Restricted Stock shall be issued in your name, but unless the Company otherwise determines, shall be held by the Secretary of the Company as escrow agent (the “Escrow Agent”) until the Shares vest. The Company may instruct the transfer agent for its Shares to place a legend on the certificates representing the Shares or otherwise note in its records as to the restrictions on transfer set forth in this Agreement and the Plan. Upon vesting of the Restricted Stock, provided all terms and conditions of this Agreement have been satisfied, the Escrow Agent shall release the vested Shares to you in such manner as it deems appropriate, which may include making an appropriate book entry, removing any stop-transfer order or other restriction, as appropriate, transferring the vested Shares to a brokerage account or delivering to you a stock certificate or stock certificates representing the Shares. |
| Change of Control: |
Upon a Change of Control, this Award will be treated as provided in the Plan. |
| |
|
| Transferability of Shares and Award: |
Except as otherwise provided in the Plan, you may not assign, alienate, sell or transfer the Restricted Stock or your rights under this Award for any reason, other than under your will or as required by the laws of descent and distribution, unless and until the shares of Restricted Stock become vested. Neither the Restricted Stock nor this Award may be pledged, attached, or otherwise encumbered, unless and until the shares of Restricted Stock become vested. Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of such Shares or this Award in violation of its terms shall be null and void and unenforceable against the Company or any Affiliate. Further, by accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale, even after the Shares have vested. |
| |
|
| Rights as Shareholder: |
At all times after the Grant Date, you will be credited with all dividends and other distributions paid with respect to the shares of Restricted Stock, in each case so long as you have not forfeited such Shares on or before the applicable record date; provided that any such dividends and other distributions will be held in the custody of the Company and will be subject to the same risk of forfeiture, restrictions on transferability and other terms of this Award that apply to the Restricted Stock with respect to which such distributions were made. All such dividends or other distributions shall be paid to you as soon as practicable (but no later than 45 days) following the date the Restricted Stock vests. |
| |
|
| |
With respect to voting rights, by accepting this Award you hereby grant to and appoint the Escrow Agent and any other designee of the Company, each of them individually, your irrevocable (until the date the Restricted Stock vests) proxy and attorney-in-fact (with full power of substitution) to vote the shares of Restricted Stock at every meeting of the Company’s shareholders or any adjournment thereof or execute its proxy with respect to such Shares at every meeting of the Company’s shareholders or any adjournment thereof. You intend this proxy to be irrevocable (until the shares of Restricted Stock vest) and coupled with an interest and you agree to take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy, and you revoke any proxy previously granted by you that may cover the shares of Restricted Stock. |
| Tax Withholding: |
In general, you (and not the Company or any Affiliate) shall be responsible for your federal, state, local or foreign tax liability and any other tax consequences that may arise as a result of this Award. You understand that you may make an election to alter the tax treatment of the Restricted Stock under Section 83(b) of the Code, and that such election must be filed with the Internal Revenue Service within thirty (30) days after the Grant Date to be effective. You should consult with your own tax advisor to determine the tax consequences of acquiring the Restricted Stock and the advantages and disadvantages of filing a Code Section 83(b) election. You acknowledge that you, and not the Company, are responsible to file a timely election under Code Section 83(b). You must notify the Company promptly upon making any such election. |
| |
|
| |
If applicable law requires the Company to remit any taxes in connection with the grant or vesting of this Award, then you shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under this Award or other compensation payable to you an amount sufficient to satisfy its withholding obligations. Alternatively, you may satisfy the withholding requirement, in whole or in part, by electing to have the Company withhold for its own account that number of vested Shares having an aggregate Fair Market Value sufficient to satisfy the Company’s withholding obligation; provided that, to the extent required for the Company to avoid an accounting charge, the amount to be withheld may not exceed the total maximum statutory federal, state and local tax withholding rate. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date on which the applicable withholding obligation arises. |
| |
|
| Restrictive Covenants: |
By accepting this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement, if (1) while you are employed by or in service with the Company or any Affiliate, you compete with the Company or an Affiliate, participate in any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized by the Company, any confidential business information or trade secrets that you obtain during the course of your employment or service with the Company or any Affiliate; or (2) after you are no longer employed by or in service with the Company or any Affiliate, you are determined by the Administrator in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”), or (B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement if such Restrictive Agreement were then in effect. |
| Miscellaneous: |
· As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. |
| |
|
| |
· As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award, and any Shares issued or cash paid pursuant to this Award, shall be subject to (1) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time (to the extent contemplated by such policies) and (2) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to time (to the extent contemplated by such requirements). |
| |
|
| |
· In general, this Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be modified, reduced, extinguished or canceled amended or terminated by the Administrator or the Company without your consent in accordance with the provisions of the Plan. |
| |
|
| |
· The failure of the Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. |
| |
|
| |
· This Award shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives. |
| |
|
| |
· This Award may be executed in counterparts. |
| |
|
| Prospectus Delivery/Access: |
· By accepting this Award you acknowledge that a prospectus for the Plan, along with a copy of the Plan and the Company’s most recent Annual Report to Shareholders, has been made available to you electronically via the Company’s designated stock plan administrator’s web portal. |
| |
|
|
· A paper copy of the prospectus for the Plan is also available to you upon request. |
This Award is granted under and governed by the
terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined
in this Award can be found in the Plan.
UNLESS YOU DECLINE THIS AWARD WITHIN 90 DAYS,
YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD
AND THE PLAN.
| REGAL
REXNORD CORPORATION |
|
| |
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
Exhibit 5
 |
ATTORNEYS AT LAW |
| 777 EAST WISCONSIN AVENUE |
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May 10, 2023
Regal Rexnord Corporation
200 State Street
Beloit, Wisconsin 53511-6254
Ladies and Gentlemen:
We have acted as counsel for
Regal Rexnord Corporation, a Wisconsin corporation (the “Company”), in connection with the preparation of a Registration
Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “Securities Act”), relating to 5,578,000 shares of the Company’s
Common Stock, $0.01 par value (the “Common Stock”), that may be issued pursuant to the Regal Rexnord Corporation 2023 Omnibus
Incentive Plan (the “Plan”).
As such counsel, we have examined:
(i) the Plan; (ii) the Registration Statement, including the exhibits filed therewith or incorporated by reference constituting
a part of the Registration Statement; (iii) the Amended and Restated Articles of Incorporation of the Company; (iv) the Amended
and Restated Bylaws of the Company; (v) resolutions of the Company’s Board of Directors relating to the Plan and the issuance
of securities thereunder; and (vi) such other documents and records and certificates of government officials as we have deemed necessary
to enable us to render this opinion.
Based upon the foregoing, we
are of the opinion that the shares of Common Stock, when issued by the Company pursuant to the terms and conditions of the Plan and as
contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the use of this
opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within
the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of
the Securities Act.
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Very truly yours, |
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|
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/s/ FOLEY & LARDNER LLP |
|
AUSTIN
Boston
CHICAGO
dallas
DENVER |
DETROIT
houston
JACKSONVILLE
LOS ANGELES
MADISON |
MEXICO CITY
MIAMI
MILWAUKEE
NEW YORK
ORLANDO |
SACRAMENTO
SALT LAKE
CITY
SAN DIEGO
SAN FRANCISCO
SILICON
VALLEY |
TALLAHASSEE
TAMPA
WASHINGTON,
D.C.
BRUSSELS
TOKYO |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We consent to the incorporation
by reference in this Registration Statement on Form S-8 of our reports dated February 24, 2023, relating to the financial statements
of Regal Rexnord Corporation and the effectiveness of Regal Rexnord Corporation's internal control over financial reporting, appearing
in the Annual Report on Form 10-K of Regal Rexnord Corporation for the year ended December 31, 2022.
/s/ Deloitte & Touche
LLP
Milwaukee, Wisconsin
May 10, 2023
Exhibit 107
Calculation of Filing Fee Table
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________
REGAL REXNORD CORPORATION
(Exact name of Registrant as specified in its charter)
Table 1: Newly Registered Securities
Security
Type |
Security
Class
Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering Price
Per Unit(2) |
Maximum
Aggregate Offering
Price(2) |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Common Stock, $0.01 par value per share |
Other |
5,578,000(3) |
$127.56(2) |
$711,501,790.00(2) |
0.0001102 |
$78,407.50 |
| Total Offering Amounts |
- |
$711,501,790.00 |
- |
$78,407.50 |
| Total Fee Offsets |
- |
- |
- |
- |
| Net Fee Due |
- |
- |
- |
$78,407.50 |
| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any
additional shares of common stock of Regal Rexnord Corporation (the “Registrant”) that become issuable under the Regal Rexnord
Corporation 2023 Omnibus Incentive Plan (the “Plan”) in accordance with the adjustment and anti-dilution provisions of the
Plan. |
| (2) | Estimated in accordance with Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee based on a per
share price of $127.56, the average of the high and low price per share of the Registrant’s common stock on May 5, 2023, as reported
on the New York Stock Exchange. |
| (3) | Represents shares of the Registrant’s common stock issuable under the Plan. |