Exhibit 10.1

 

REXNORD CORPORATION

EXECUTIVE SEVERANCE PLAN

Effective May 18, 2016

Table of Contents

Rexnord Corporation

Executive Severance Plan

Article 1

Purpose of the Plan

The Rexnord Corporation Executive Severance Plan (the “Plan”) outlines certain benefits available to eligible Executives whose employment with the Company is involuntarily terminated under the conditions described below. The purpose of the Plan is to financially assist eligible Executives with their transitions following certain involuntary terminations of employment and to resolve any potential claims arising out of employment, including termination of employment.

Article 2

Definitions

As used in the Plan, the following words and phrases shall have the following respective meanings:

2.1     Base Salary means an Eligible Executive’s annual base salary in effect on the date of his or her Qualifying Termination.

2.2     Board means the Board of Directors of the Company.

2.3     Cause means any of the following:

An act or omission by an Executive shall not be “willful” if conducted in good faith and with the Executive’s reasonable belief that such conduct is in the best interests of the Employer.

2.4     CIC Plan means the Rexnord Corporation Executive Change in Control Plan.

 

2.5     Code means the Internal Revenue Code of 1986, as amended.

2.6     Company means Rexnord Corporation.

2.7     Disability means disability as defined under the Employer's then-current long term disability insurance plan in which the Executive participates.

2.8     Eligible Executive is defined in Section 4.1 of this Plan.

2.9     Employer means Rexnord Corporation or any of its subsidiaries that employs an Eligible Executive on the applicable date.

2.10     Executive means the Company's officers as designated in accordance with Rule 16a-1(f) under the Securities Exchange Act of 1934, members of the Company's Executive Council and any other executive, officer or key employee of an Employer designed by the Chief Executive Officer of the Company as eligible to participate in the Plan.

2.11     Plan means this Rexnord Corporation Executive Severance Plan.

2.12     Plan Administrator means the Compensation Committee of the Board or such other person or committee appointed from time to time by the Plan Administrator to administer the Plan.

2.13     Qualifying Termination means a termination of an Executive's employment with all Employers prior to his or her attainment of age 65 (i) involuntarily by the Company without Cause (and other than due to his or her death or Disability) and (ii) other than during a Protection Period as defined in the CIC Plan.

All Executives are eligible to participate in the Plan.

Article 4

Benefits

4.1     Eligibility for Benefits . An Executive (i) whose employment with the Employer ends due to a Qualifying Termination and (ii) who satisfies the "Conditions for Payment of Benefits" set forth in Article 5 below (an "Eligible Executive") shall be eligible for the benefits described in this Article 4. For avoidance of doubt, an Executive shall not be eligible to receive the benefits under the Plan if the Company, in its sole discretion, determines that the Executive’s employment is terminated due to a resignation or voluntary termination of employment, due to the Executive's death or Disability, for Cause or for any reason other than a Qualifying Termination.

4.2     Severance Payment . An Eligible Executive shall receive severance pay equal to the Eligible Executive's Base Salary ("Severance Pay"). The Severance Pay will be paid in equal bi-weekly payroll installments over a period of 12 months. Each installment payment under this Section 4.2 shall be treated as a separate payment within the meaning of Code Section 409A.

4.3     Subsidized COBRA Coverage . Subject to the Eligible Executive’s continued co-payment of premiums, an Eligible Executive may continue participation for 12 months in the medical, dental and vision benefits under the Company’s health benefits plan which covers the Eligible Executive (and his or her eligible dependents) upon the same terms and conditions (except for the requirement of the Eligible Executive’s continued employment) in effect for active employees of the Employer ("Subsidized COBRA"). In the event the Eligible Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of Subsidized COBRA coverage by the Employer under this subsection shall immediately cease. The continuation of health benefits under this Section shall reduce the period of coverage and count against the Eligible Executive’s right to healthcare continuation benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. ("COBRA")

4.4     No Accelerated Vesting . All of an Eligible Executive's unvested options and long-term incentive awards granted to the Executive through the date of termination shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awards or the plans governing such awards.

4.5     Death of Executive . In the event of an Eligible Executive's death prior to receipt of all Severance Pay, the balance of such benefits shall be paid in a lump sum to the Eligible Executive’s spouse, if any, or if none, to the Eligible Executive's estate.

4.6     Compliance with Code Section 409A . Notwithstanding the foregoing or any provision of the Plan to the contrary, to the extent that the Severance Pay hereunder constitutes a "deferral of compensation" under a "nonqualified deferred compensation plan" under Code Section 409A and regulations thereunder, the following provisions shall apply:

4.7     No Duplication of Benefits . Notwithstanding the provisions of Article 4 or any other provision of the Plan to the contrary, any benefits provided under this Plan to an Eligible Executive shall be in lieu of any termination or severance payments or benefits for which such Executive may be eligible under any plan of or agreement or arrangement with an Employer, including but not limited to benefits under the Rexnord LLC Severance Pay Plan. For avoidance of doubt, upon a Qualifying Termination, an Executive shall only be entitled to Severance Pay and Subsidized COBRA under this Plan and shall not be entitled to severance benefits, change in control benefits or subsidized COBRA under another plan of or arrangement with an Employer.

Article 5

Conditions for Payment and right to Terminate

Severance Benefits

5.1     Conditions for Payment of Benefits . An Executive who has a Qualifying Termination will not be eligible for Severance Pay or Subsidized COBRA unless the Company determines that the Executive has satisfied all of the following conditions:

Notwithstanding the due date of any benefits or payments under Article 4, any amounts due following a Qualifying Termination under the Plan shall not be payable until after the expiration of any statutory revocation period applicable to the General Release without Executive having revoked such General Release which must occur by the 53rd day after the Executive’s termination of employment (the “Release Condition”) and any such amounts shall commence on the later of the applicable due date or five (5) business days after the Release Condition is satisfied, provided that, if the 60-day period following termination of employment spans two calendar years, then any payments and benefits subject to Code Section 409A shall commence on the later of the applicable due date or on a date during that portion of such 60-day period occurring in the calendar year following the year of termination of employment, provided that the Release Condition is satisfied.

5.2     Right to Terminate Severance Benefits . Notwithstanding anything in this Plan to the contrary, the Company shall have the right to terminate the benefits payable under this Plan at any time in the event that the Company determines that a former Executive receiving benefits under this Plan has breached any of the terms and conditions set forth in any agreement executed by the former Executive as a condition to receiving benefits under the Plan, including, but not limited to, the General Release, or violation of any non-disclosure, non-competition or non-solicitation or provisions contained in such other plans or agreements.

5.3     Clawback . The benefits under this Plan are subject to the terms of the Company's or any other Employer's recoupment, clawback or similar policies as may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of any cash or other property received under this Plan.

Article 6

Executive Covenants

6.1     Reasonableness of Restrictions . Each Executive shall acknowledge that he or she has had and will continue to have access to Confidential Information (as defined below), that such Confidential Information is of economic value to the Employer, that such Confidential Information would be of value to a competitor of the Employer in competing against the Employer, and that it would be unfair for the Executive to exploit such Confidential Information for the Executive’s personal benefit or for the benefit of a competitor. Each Executive shall further acknowledge that he or she has had and/or will have an opportunity to learn about, and develop relationships with, customers of the Employer and that the Employer have a legitimate interest in protecting relationships with such customers, and that it would be unfair for the Executive to exploit information the Executive has learned about such customers and relationships that the Executive has developed with such customers for the Executive’s personal benefit or for the benefit of a competitor. The Executive further acknowledges that the Employer currently markets and sells products and services to customers throughout the world and that the Executive’s job duties have included and/or will include contact with products that are marketed throughout the United States or, for an Executive employed outside the United States, the country in which the Executive is employed and that the Confidential Information to which the Executive has had and/or and will have access to, and the Executive’s customer knowledge and contacts and relationships, would be of value to a competitor in competing against the Employer anywhere in the country in which the Executive is employed. Accordingly, each Executive shall acknowledge that the protections provided to the Employer in this Article 6 are reasonable and necessary to protect the legitimate interests of the Employer and that abiding by the Executive’s obligations under this Article 6 will not impose an undue hardship on the Executive.

6.2     Restricted Services Obligation . For a period of two years following the end, for whatever reason, of an Executive’s employment with the Employer, the Executive shall agree not to directly or indirectly provide Restricted Services to any Competitor respecting its operations in the country in which the Executive was employed. For purposes of this Section, (i) “Restricted Services” means services of any kind or character comparable to those the Executive provided to the Employer during the one year period preceding the end of the Executive’s employment with the Employer, and (ii) “Competitor” means any business located in the country in which the Executive was employed that is engaged in the development and/or sale of any product line or service offering that is substantially similar (and thus competitive with) to a product line or service offering sold by the Employer for which the Executive had direct managerial responsibility during the last year of the term of the Executive’s employment with the Employer. Notwithstanding the foregoing, this Section 6.2 shall not apply to an Executive whose principal place of employment with an Employer is in the State of California.

6.3     Customer Non-Solicitation . For a period of two years following the end, for whatever reason, of the Executive's employment with the Employer, the Executive shall agree not to directly or indirectly attempt to sell or otherwise provide to any Restricted Customer any goods, products or services of the type or substantially similar to the type sold or otherwise provided by the Employer (and thus competitive with such goods, products or services) for which the Executive was employed during the twelve months prior to termination of the Executive’s employment. For purposes of this Section 6.3, “Restricted Customer” means any individual or entity (i) for whom/which the Employer provided goods, products or services, and (ii) with whom/which the Executive was the primary contact on behalf of the Company during the Executive’s last twelve months of employment or about whom/which the Executive acquired non-public information during the Executive’s last twelve months of employment that would be of benefit to the Executive in selling or attempting to sell such goods, products or services in competition with the Employer.

6.4     Non-Solicitation of Employees . During the term of the Executive’s employment with the Employer and for a period of one year thereafter, the Executive shall agree not to directly or indirectly encourage any employee of the Employer with whom the Executive has worked to terminate his or her employment with the Employer or solicit such an individual for employment outside the Employer in a manner which would end or diminish that employee’s services to the Employer.

6.5     Non-Disparagement . During the term of the Executive’s employment with the Employer and thereafter in perpetuity, the Executive shall not knowingly disparage, criticize, or otherwise make derogatory statements regarding the Employer or any of its affiliates, successors, directors, officers, customers or suppliers. During the term of the Executive’s employment with the Employer and thereafter in perpetuity, none of the Company, Rexnord LLC, or any other Employer nor any of their respective officers shall knowingly disparage, criticize, or otherwise make derogatory statements regarding the Executive. The restrictions of this Section 6.5 shall not apply to any statements that are made truthfully in response to a subpoena or other compulsory legal process.

6.6     Non-Disclosure of Confidential Information .

any confidential or proprietary information of or relating to the Employer, including, without limitation, information with respect to the Employer’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment. Confidential Information shall be defined to exclude information which is or becomes public knowledge through no fault of the Executive, or which was known to the Executive before the start of the Executive’s earliest relationship with the Employer, or which is otherwise not subject to protection under applicable law. The Executive’s obligations under this Section 6.6 shall apply for so long as the Executive continues in the employment of the Employer and for two years following the termination of such employment, for whatever reason, as to any Confidential Information that does not constitute a trade secret under applicable law. As to any Confidential Information that does constitute a trade secret under applicable law, the Executive shall agree that the Executive's obligations under this Section 6.6 shall apply for so long as the item qualifies as a trade secret.

6.7     Return of Company Property . All correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Employer’s customers, business plans, marketing strategies, products or processes, whether confidential or not, is the property of the Company (the “Company Property”). Accordingly, upon the Executive’s Termination of Employment for any reason, the Executive shall promptly deliver to the Company all such Company Property, including any and all copies of any such Company Property, and shall not make any notes of or relating to any information contained in any such Company Property. The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to such process.

6.8     Injunctive Relief . The Executive shall acknowledge that a breach of the covenants contained in this Article 6 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive shall agree that, in the event of an actual or threatened breach of any of the covenants contained in this Article 6, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief. The Company acknowledges that a breach of the Company’s covenant contained in Section 6.5 will cause irreparable damage to the Executive, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Company agrees that, in the event of an actual or threatened breach of the Company’s covenant contained in Section 6.5, in addition to any other remedy which may be available at law or in equity, the Executive shall be entitled to specific performance and injunctive relief.

Article 7

General Rules

7.1     Right to Withhold Taxes . The Employer shall withhold such amounts from payments under the Plan as it determines necessary to fulfill any country, federal, state, or local wage or compensation withholding requirements.

7.2     Assignment . Benefits under the Plan may not be assigned.

7.3     Unfunded Plan . The Employer will make all payments under the Plan, and pay all expenses of the Plan, from its general assets. Nothing contained in the Plan shall give any eligible Executive any right, title or interest in any property of the Employer.

7.4     Code Section 409A .  It is intended that any amounts payable under the Plan shall comply with the provisions of Code Section 409A and the Treasury Regulations relating thereto so as not to subject an Executive to the payment of interest and tax penalty which may be imposed under Code Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to an Eligible Executive before such time as such payment fully complies with the

provisions of Code Section 409A and, to the extent that any regulations or other guidance issued under Code Section 409A after the date of this Agreement would result in the Executive being subject to payment of interest and tax penalty under Code Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A. In addition, solely for purposes of compliance with Code Section 409A, Qualifying Termination shall not be deemed to have occurred for purposes of the Plan unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and references to a “termination” or “termination of employment” shall mean separation from service as an employee.

7.5     Governing Laws; Other Obligations . The provisions of the Plan shall be construed, administered and enforced in accordance with the laws of the State of Wisconsin and any applicable federal laws. The obligations and restrictions set forth in this Plan are in addition to and not in lieu of any obligations or restrictions imposed upon Executive under any other agreement or any other law or statute including, but not limited to, any obligations Executive may owe under any law governing trade secrets, any common law duty of loyalty, or any fiduciary duty. No time or geographic restriction provided above shall affect the availability or scope of protection afforded to the Compay's trade secrets.

Article 8

Amendment and Termination

The Compensation Committee may modify, amend, or terminate the Plan at any time without prior notice, and the Company's Chief Executive Officer or Chief Human Resources Officer may also amend or modify the plan to reflect administrative or other changes that do not have a material effect on the amount of benefits provided under the Plan. However, the Company will pay or continue to pay benefits in accordance with the provisions of the Plan to the Executives whose employment is terminated prior to any modification, amendment or termination of the Plan.

Article 9

Administration

9.1     Powers and Duties . The Plan Administrator shall have sole authority and discretion to administer and construe the terms of the Plan, subject to applicable requirements of law. Without limiting the foregoing, the Plan Administrator shall have power to:

No benefits shall be paid under the Plan unless the Plan Administrator, in its sole discretion, determines that an Eligible Executive is entitled to such benefits.

9.2     Finality of Action . Except as provided in Section 9.3, the acts and determinations of the Compensation Committee and Company within the powers conferred by the Plan shall be final and conclusive for all purposes of the Plan.

9.3     Claim Procedure . An Executive who believes that he or she is entitled to benefits under the Plan in an amount greater than what the Executive is receiving or has received may file a claim within 12 months of his or her termination of employment for such benefits by writing directly to the corporate offices of the Company, located in Milwaukee, Wisconsin. Such claims shall be referred to a person designated by the Company, who shall prepare an appropriate written response.

Every claim that is filed timely shall be answered in writing stating whether the claim is granted or denied. If the claim is denied, the reasons for denial and reference to the relevant plan provisions shall be set forth in a written notice to the claimant. Such notice shall also describe information necessary for the claimant to perfect an appeal and include an explanation of the Plan’s claim appeal procedure.

Within 90 days of notice that a claim is denied, the claimant may file a written appeal to the Company, including any comments, statements or documents the claimant may wish to provide. Appeals shall be considered by the Compensation Committee or a

committee of not less than three persons designated by the Compensation Committee, none of whom shall be the person who responded to the initial claim. In the event the claim is denied upon appeal, the Compensation Committee or its designee shall set forth in writing the reasons for denial and the relevant provisions of the Plan.

The Company shall comply with any reasonable written request from a claimant for documents or information relevant to this claim prior to the filing of an appeal.

* * *

Exhibit 10.2

REXNORD CORPORATION

EXECUTIVE CHANGE IN CONTROL PLAN

Effective May 18, 2016

Table of Contents

Rexnord Corporation

Executive Change in Control Plan

Article 1

Purpose of the Plan

The Rexnord Corporation Executive Change in Control Plan (the “Plan”) outlines certain benefits available to eligible Executives whose employment with the Company is involuntarily terminated in connection with a Change in Control under the conditions described below. The Board considers the maintenance of a sound management team to be essential to protecting and enhancing the best interests of the Company and its stockholders. The Company recognizes that the possibility of a Change in Control may exist from time to time, and that this possibility, and the uncertainty and questions it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Accordingly, the Board has determined that appropriate steps should be taken to encourage the continued attention and dedication of the Executives to their assigned duties without the distraction that may arise from the possibility of a Change in Control.

Article 2

Definitions

As used in the Plan, the following words and phrases shall have the following respective meanings:

2.1     Accelerated Vesting is defined in Section 3.4 of the Plan.

2.2     Base Salary means an Eligible Executive’s annual base salary in effect on the date of his or her Qualifying Termination.

2.3     Board means the Board of Directors of the Company.

2.4     Cause means any of the following:

An act or omission by an Executive shall not be “willful” if conducted in good faith and with the Executive’s reasonable belief that such conduct is in the best interests of the Employer.

2.5     Change in Control means the occurrence of any of the following events:

2.6     CIC Severance Pay is defined in Section 3.2 of the Plan.

2.7     Code means the Internal Revenue Code of 1986, as amended.

2.8     Company means Rexnord Corporation.

2.9     Disability means disability as defined under the Employer's then-current long term disability insurance plan in which the Executive participates.

2.10     Eligible Executive is defined in Section 3.1 of this Plan.

2.11     Employer means Rexnord Corporation or any of its subsidiaries that employs an Eligible Executive on the applicable date.

2.12     Executive means the Company's officers as designated in accordance with Rule 16a-1(f) under the Securities Exchange Act of 1934, members of the Company's Executive Council and any other executive, officer or key employee of an Employer designed by the Chief Executive Officer of the Company as eligible to participate in the Plan.

2.13     Good Reason means, without the express written consent of an Executive, the occurrence of any of the following events during a Protection Period:

Notwithstanding the foregoing, Good Reason shall not exist unless the Executive provides the Board of Directors of the Company not less than 30 nor more than 90 days’ written notice, with specificity, of the grounds constituting Good Reason and an opportunity within such notice period for the Company to cure such grounds, and the Company fails to cure such grounds

within the prescribed time period. Such notice shall be given within 90 days following the initial existence of such grounds constituting Good Reason for such notice and subsequent termination, if not so cured above, to be effective.

2.14     Plan means this Rexnord Corporation Executive Change in Control Plan.

2.15     Plan Administrator means the Compensation Committee of the Board or such other person or committee appointed from time to time by the Plan Administrator to administer the Plan.

2.16     Protection Period means the period commencing 90 days prior to the occurrence of a Change in Control and ending on the second anniversary of the date of the Change in Control.

2.17     Qualifying Termination means a termination of an Executive's employment with all Employers prior to his or her attainment of age 65 (i) involuntarily by the Company without Cause (and other than due to his or her death or Disability) or (ii) voluntarily by an Executive for Good Reason, and in either case only during a Protection Period.

3.1     Eligibility for Benefits . An Executive (i) whose employment with the Employer ends due to a Qualifying Termination and (ii) who satisfies the "Conditions for Payment of Benefits" set forth in Article 4 below (an "Eligible Executive") shall be eligible for the benefits described in this Article 3. For avoidance of doubt, an Executive shall not be eligible to receive the benefits under the Plan if the Company, in its sole discretion, determines that the Executive’s employment is terminated due to a resignation or voluntary termination of employment, due to the Executive's death or Disability, for Cause or for any reason other than a Qualifying Termination. Further, for the avoidance of doubt, the provisions of this Article 3 shall not apply unless a Change in Control actually occurs.

3.2     CIC Severance Payment . An Eligible Executive shall receive a lump sum payment in the aggregate amount equal to the product of the Eligible Executive's Base Salary multiplied by 1.5 ("CIC Severance Pay"). The CIC Severance Pay will be paid within 10 business days after Executive’s Qualifying Termination or, in the event of a termination of employment occurring prior to the Change in Control, within 10 business days after the Change in Control; provided, unless the Change of Control occurring on or preceding such termination also meets the requirements of Section 409A(a)(2)(A)(v) of the Code and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision) thereunder, the amount payable to an Eligible Executive under this Section 3.2 shall be paid to such Eligible Executive in equal bi-weekly payroll installments over a period of 18 months, not in a lump sum, to the extent necessary to avoid the application of Section 409A(a)(1)(A) and (B) (and in the event that CIC Severance Pay is payable in installments, each installment payment shall be treated as a separate payment within the meaning of Code Section 409A).

3.3     Subsidized COBRA Coverage . Subject to the Eligible Executive’s continued co-payment of premiums, an Eligible Executive may continue participation for 18 months in the medical, dental and vision coverage under the Company’s health benefits plan which covers the Eligible Executive (and his or her eligible dependents) upon the same terms and conditions (except for the requirement of the Eligible Executive’s continued employment) in effect for active employees of the Employer ("Subsidized COBRA"). In the event the Eligible Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of Subsidized COBRA coverage by the Employer under this subsection shall immediately cease. The continuation of health benefits under this Section shall reduce the period of coverage and count against the Eligible Executive’s right to healthcare continuation benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA").

3.4     Accelerated Vesting . The following terms shall apply to an Eligible Executive's options and other long-term incentive awards:

been forfeited (unless the Change in Control subsequently occurs during such 90-day period)) (the vesting described in this clause (a) being referred to as "Accelerated Vesting");

3.5     Death of Executive . In the event of an Eligible Executive's death prior to receipt of all CIC Severance Pay, the balance of such benefits shall be paid in a lump sum to the Eligible Executive’s spouse, if any, or if none, to the Eligible Executive's estate.

3.6     Compliance with Code Section 409A . Notwithstanding the foregoing or any provision of the Plan to the contrary, to the extent that the CIC Severance Pay hereunder constitutes a "deferral of compensation" under a "nonqualified deferred compensation plan" under Code Section 409A and regulations thereunder and does not qualify as a "short-term deferral" under Treasury Regulation Section 1.409A-1(b)(4), the following provisions shall apply:

3.7     No Duplication of Benefits . Notwithstanding the provisions of Article 3 or any other provision of the Plan to the contrary, any benefits provided under this Plan to an Eligible Executive shall be in lieu of any termination or severance payments or benefits for which such Executive may be eligible under any plan of or agreement or arrangement with an Employer, including but not limited to the Rexnord LLC Severance Pay Plan or the Rexnord Corporation Executive Severance Plan. For avoidance of doubt,

upon a Qualifying Termination, an Executive shall only be entitled to CIC Severance Pay and Subsidized COBRA under this Plan and shall not be entitled to severance benefits, change in control benefits or subsidized COBRA under another plan of or arrangement with an Employer.

Article 4

Conditions for Payment and right to terminate

CIC Severance Benefits

4.1     Conditions for Payment of Benefits . An Executive who has a Qualifying Termination will not be eligible for CIC Severance Pay, Subsidized COBRA or Accelerated Vesting unless the Company determines that the Executive has satisfied all of the following conditions:

Notwithstanding the due date of any benefits or payments under Article 3, any amounts due following a Qualifying Termination under the Plan shall not be payable until after the expiration of any statutory revocation period applicable to the General Release without Executive having revoked such General Release which must occur by the 53rd day after the later of the Executive’s termination of employment or the Change in Control (the “Release Condition”) and any such amounts shall commence on the later of the applicable due date or five (5) business days after the Release Condition is satisfied, provided that, if the 60-day period following termination of employment spans two calendar years, then any payments and benefits subject to Code Section 409A shall commence on the later of the applicable due date or on a date during that portion of such 60-day period occurring in the calendar year following the year of termination of employment, provided that the Release Condition is satisfied.

4.2     Right to Terminate Severance Benefits . Notwithstanding anything in this Plan to the contrary, the Company shall have the right to terminate the benefits payable under this Plan at any time in the event that the Company determines that a former Executive receiving benefits under this Plan has breached any of the terms and conditions set forth in any agreement executed by the former Executive as a condition to receiving benefits under the Plan, including, but not limited to, the General Release, or violation of any non-disclosure, non-competition or non-solicitation or provisions contained in such other plans or agreements.

4.3     Clawback . The benefits under this Plan are subject to the terms of the Company's or any other Employer's recoupment, clawback or similar policies as may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of any cash or other property received under this Plan.

Article 5

Executive Covenants

5.1     Reasonableness of Restrictions . Each Executive shall acknowledge that he or she has had and will continue to have access to Confidential Information (as defined below), that such Confidential Information is of economic value to the Employer, that such Confidential Information would be of value to a competitor of the Employer in competing against the Employer, and that it would be unfair for the Executive to exploit such Confidential Information for the Executive’s personal benefit or for the benefit of a competitor. Each Executive shall further acknowledge that he or she has had and/or will have an opportunity to learn about, and develop relationships with, customers of the Employer and that the Employer have a legitimate interest in protecting relationships with such customers, and that it would be unfair for the Executive to exploit information the Executive has learned about such customers and relationships that the Executive has developed with such customers for the Executive’s personal benefit or for the benefit of a competitor. The Executive further acknowledges that the Employer currently markets and sells products and services to customers throughout the world and that the Executive’s job duties have included and/or will include contact with products that are marketed throughout the United States or, for an Executive employed outside the United States, the country in which the Executive is employed and that the Confidential Information to which the Executive has had and/or and will have access to, and the Executive’s customer knowledge and contacts and relationships, would be of value to a competitor in competing against the Employer anywhere in the country in which the Executive is employed. Accordingly, each Executive shall acknowledge that the protections provided to the Employer in this Article 5 are reasonable and necessary to protect the legitimate interests of the Employer and that abiding by the Executive’s obligations under this Article 5 will not impose an undue hardship on the Executive.

5.2     Restricted Services Obligation . For a period of two years following the end, for whatever reason, of an Executive’s employment with the Employer, the Executive shall agree not to directly or indirectly provide Restricted Services to any Competitor respecting its operations in the country in which the Executive was employed. For purposes of this Section, (i) “ Restricted Services ” means services of any kind or character comparable to those the Executive provided to the Employer during the one year period preceding the end of the Executive’s employment with the Employer, and (ii) “ Competitor ” means any business located in the country in which the Executive was employed that is engaged in the development and/or sale of any product line or service offering that is substantially similar (and thus competitive with) to a product line or service offering sold by the Employer for which the Executive had direct managerial responsibility during the last year of the term of the Executive’s employment with the Employer. Notwithstanding the foregoing, this Section 5.2 shall not apply to an Executive whose principal place of employment with an Employer is in the State of California.

5.3     Customer Non-Solicitation . For a period of two years following the end, for whatever reason, of the Executive's employment with the Employer, the Executive shall agree not to directly or indirectly attempt to sell or otherwise provide to any Restricted Customer any goods, products or services of the type or substantially similar to the type sold or otherwise provided by the Employer (and thus competitive with such goods, products or services) for which the Executive was employed during the twelve months prior to termination of the Executive’s employment. For purposes of this Section 5.3, “ Restricted Customer ” means any individual or entity (i) for whom/which the Employer provided goods, products or services, and (ii) with whom/which the Executive was the primary contact on behalf of the Company during the Executive’s last twelve months of employment or about whom/which the Executive acquired non-public information during the Executive’s last twelve months of employment that would be of benefit to the Executive in selling or attempting to sell such goods, products or services in competition with the Employer.

5.4     Non-Solicitation of Employees . During the term of the Executive’s employment with the Employer and for a period of one year thereafter, the Executive shall agree not to directly or indirectly encourage any employee of the Employer with whom the Executive has worked to terminate his or her employment with the Employer or solicit such an individual for employment outside the Employer in a manner which would end or diminish that employee’s services to the Employer.

5.5     Non-Disparagement . During the term of the Executive’s employment with the Employer and thereafter in perpetuity, the Executive shall not knowingly disparage, criticize, or otherwise make derogatory statements regarding the Employer or any of its affiliates, successors, directors, officers, customers or suppliers. During the term of the Executive’s employment with the Employer and thereafter in perpetuity, none of the Company, Rexnord LLC, or any other Employer nor any of their respective officers shall knowingly disparage, criticize, or otherwise make derogatory statements regarding the Executive. The restrictions of this Section 5.5 shall not apply to any statements that are made truthfully in response to a subpoena or other compulsory legal process.

5.6     Non-Disclosure of Confidential Information .

proceeding, although the Executive must file any document containing the trade secret under seal and may do not disclose the trade secret, except pursuant to court order.

5.7     Return of Company Property . All correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Employer’s customers, business plans, marketing strategies, products or processes, whether confidential or not, is the property of the Company (the “ Company Property ”). Accordingly, upon the Executive’s Termination of Employment for any reason, the Executive shall promptly deliver to the Company all such Company Property, including any and all copies of any such Company Property, and shall not make any notes of or relating to any information contained in any such Company Property. The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to such process.

5.8     Injunctive Relief . The Executive shall acknowledge that a breach of the covenants contained in this Article 5 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive shall agree that, in the event of an actual or threatened breach of any of the covenants contained in this Article 5, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief. The Company acknowledges that a breach of the Company’s covenant contained in Section 5.5 will cause irreparable damage to the Executive, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Company agrees that, in the event of an actual or threatened breach of the Company’s covenant contained in Section 5.5, in addition to any other remedy which may be available at law or in equity, the Executive shall be entitled to specific performance and injunctive relief.

Article 6

General Rules

6.1     Right to Withhold Taxes . The Employer shall withhold such amounts from payments under the Plan as it determines necessary to fulfill any country, federal, state, or local wage or compensation withholding requirements.

6.2     Assignment . Benefits under the Plan may not be assigned.

6.3     Unfunded Plan . The Employer will make all payments under the Plan, and pay all expenses of the Plan, from its general assets. Nothing contained in the Plan shall give any eligible Executive any right, title or interest in any property of the Employer.

6.4     Code Section 409A .  It is intended that any amounts payable under the Plan shall comply with the provisions of Code Section 409A and the Treasury Regulations relating thereto so as not to subject an Executive to the payment of interest and tax penalty which may be imposed under Code Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to an Eligible Executive before such time as such payment fully complies with the provisions of Code Section 409A and, to the extent that any regulations or other guidance issued under Code Section 409A after the date of this Agreement would result in the Executive being subject to payment of interest and tax penalty under Code Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A. In addition, solely for purposes of compliance with Code Section 409A, Qualifying Termination shall not be deemed to have occurred for purposes of the Plan unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and references to a “termination” or “termination of employment” shall mean separation from service as an employee.

6.5     Governing Laws; Other Obligations . The provisions of the Plan shall be construed, administered and enforced in accordance with the laws of the State of Wisconsin and any applicable federal laws. The obligations and restrictions set forth in this Plan are in addition to and not in lieu of any obligations or restrictions imposed upon Executive under any other agreement or any other law or statute including, but not limited to, any obligations Executive may owe under any law governing trade secrets, any common law duty of loyalty, or any fiduciary duty. No time or geographic restriction provided above shall affect the availability or scope of protection afforded to the Company’s trade secrets.

Article 7

Amendment and Termination

The Compensation Committee may modify, amend, or terminate the Plan at any time without prior notice, and the Company's Chief Executive Officer or Chief Human Resources Officer may also amend or modify the plan to reflect administrative

or other changes that do not have a material effect on the amount of benefits provided under the Plan. However, the Company will pay or continue to pay benefits in accordance with the provisions of the Plan to the Executives whose employment is terminated prior to any modification, amendment or termination of the Plan.

Article 8

Administration

8.1     Powers and Duties . The Plan Administrator shall have sole authority and discretion to administer and construe the terms of the Plan, subject to applicable requirements of law. Without limiting the foregoing, the Plan Administrator shall have power to:

No benefits shall be paid under the Plan unless the Plan Administrator, in its sole discretion, determines that an Eligible Executive is entitled to such benefits.

8.2     Finality of Action . Except as provided in Section 9.3, the acts and determinations of the Compensation Committee and Company within the powers conferred by the Plan shall be final and conclusive for all purposes of the Plan.

8.3     Claim Procedure . An Executive who believes that he or she is entitled to benefits under the Plan in an amount greater than what the Executive is receiving or has received may file a claim within 12 months of his or her termination of employment for such benefits by writing directly to the corporate offices of the Company, located in Milwaukee, Wisconsin. Such claims shall be referred to a person designated by the Company, who shall prepare an appropriate written response.

Every claim that is filed timely shall be answered in writing stating whether the claim is granted or denied. If the claim is denied, the reasons for denial and reference to the relevant plan provisions shall be set forth in a written notice to the claimant. Such notice shall also describe information necessary for the claimant to perfect an appeal and include an explanation of the Plan’s claim appeal procedure.

Within 90 days of notice that a claim is denied, the claimant may file a written appeal to the Company, including any comments, statements or documents the claimant may wish to provide. Appeals shall be considered by the Compensation Committee or a committee of not less than three persons designated by the Compensation Committee, none of whom shall be the person who responded to the initial claim. In the event the claim is denied upon appeal, the Compensation Committee or its designee shall set forth in writing the reasons for denial and the relevant provisions of the Plan.

The Company shall comply with any reasonable written request from a claimant for documents or information relevant to this claim prior to the filing of an appeal.

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Exhibit 10.3

[ADDRESSEE]

[ADDRESS LINE 1]

[ADDRESS LINE 2]

[CITY, STATE AND ZIP CODE]

[DATE]

Dear [NAME],

The purpose of this letter is to set forth certain terms and conditions relating to your employment with Rexnord Corporation (the "Company") or one of its subsidiaries (the Company and its subsidiaries being collectively referred to herein as the "Employer") and your right to participate in certain benefit plans of the Employer.

Base Salary

In consideration of your services, your salary will be [$_________ per year], subject to review from time to time, payable in accordance with the standard payroll practices of the Employer and subject to all withholdings and deductions as required by law.

Annual Bonus

You will be eligible to participate in the Company's Management Incentive Compensation Plan (the "MICP") or such other annual bonus plan that the Employer establishes from time to time, in accordance with the terms of the MICP or such other plan. The Company typically pays out bonuses under the MICP or other applicable plan in the month of May.

Equity Grants

The Company will determine from time to time whether to provide you with any type of equity grant, such as a grant of options, restricted stock units or performance stock units. Any equity grants that you receive will be governed by the terms of the plan under which they are granted and the applicable grant agreement.

Benefits

You will be eligible to participate in the employee benefit plans and programs generally available to the Employer's similarly-situated senior executives, including group medical, dental and vision plans, wellness plans, disability benefit plans or programs, life insurance plans, retirement plans, deferred compensation plans and company-provided automobiles or automobile allowances, subject to the terms and conditions of such plans and programs. You will be entitled to paid vacation in accordance with the Employer's policies in effect from time to time. The Employer reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason.

Withholding

All forms of compensation paid to you as an employee of the Employer shall be less all applicable withholdings.

Stock Ownership Requirements

You will be subject to the Rexnord Executive Officer Stock Ownership Guidelines or any successor stock ownership guidelines applicable to executives that are in place from time to time.

At-Will Employment

Unless otherwise provided in an employment or other similar agreement between you and the Employer, your employment with the Employer will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Employer may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Employer.

Severance and Change in Control Benefits

You are entitled to participate in the Rexnord Corporation Executive Severance Plan (the "Severance Plan") and the Rexnord Corporation Executive Change in Control Plan (the "Change in Control Plan"). The Severance Plan provides salary continuation and subsidized COBRA benefits to eligible executives in the event that an eligible executive's employment ends due to an involuntary termination by the Employer without cause, in accordance with the terms of such Severance Plan.

The Change in Control Plan provides salary continuation and accelerated equity award vesting in the event that there is a change in control of the Company and an eligible executive's employment ends under certain circumstances in connection with such a change in control of the Company, in accordance with the terms of such Change in Control Plan. A copy of the Severance and Change in Control Plans, as currently in effect, have been enclosed for your reference.

No Duplication of Benefits

This letter agreement replaces any agreement that you have with the Employer relating to your employment or any agreement or plan providing severance or change in control benefits, including but not limited to any employment agreement, any retention and change in control agreement and the Rexnord LLC Severance Pay Plan.

Executive Covenants

You will be subject to the Rexnord Code of Business Conduct and Ethics (the “Code”) and a Confidentiality Agreement, both of which you signed when your employment began. Among other things, the Code and Confidentiality Agreement require you to safeguard confidential information such as information regarding product design, manufacturing processes, supply sources, customer identification, pricing, sales distribution and marketing and prohibit you from soliciting customer or employees for a period of two years following your departure from the Employer. In addition, if you have received an equity grant, these restrictive obligations, as well as a non-compete covenant, are required by the Equity Award Agreement(s) that you executed in consideration for the equity grants that you received. Finally, you will be subject to the same restrictive obligations by virtue of your participation in the Severance Plan and Change in Control Plan.

Clawback

Any amounts payable hereunder, including amounts payable under this letter or the plans referred to herein, are subject to the terms of the Company's or any other Employer's recoupment, clawback or similar policies as may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of any cash or other property received under this letter.

Governing Law

This offer letter shall be governed by the laws of Wisconsin, without regard to conflict of law principles.

Contingencies

This letter is contingent upon your acceptance of the terms of the letter below. This letter will be withdrawn if this condition is not satisfied.

Sincerely,

................................................................

George Powers

 

On behalf of Rexnord Corporation

Signed .....................................................

Acceptance of Terms of this Letter

I have read, understood and accept all the terms of this letter as set forth above and the terms of the Severance Plan and the Change in Control Plan, as attached hereto. I have not relied on any agreements or representations, express or implied, that are not set forth expressly in the foregoing letter or the Severance Plan and Change in Control Plan, and this letter supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this letter. I hereby consent to the terms of the above letter, the Severance Plan and the Change in Control Plan, including but not limited to the confidentiality, nonsolicitation, noncompetition, nondisparagement and other similar terms of such Plans and to the termination of my participation in any other severance or change in control plans of the Employer or any employment, severance or change in control agreement with the Employer.

[NAME OF EXECUTIVE]

Signed .....................................................

Date ........................................................

Exhibit 10.4

REXNORD

MANAGEMENT INCENTIVE COMPENSATION PLAN

EXECUTIVE OFFICER

REVISED AS OF: May 2016

Plan Name:     

Rexnord Management Incentive Compensation Plan - [INSERT BUSINESS UNIT] Executive Officer (the “Plan” or “MICP”). This Plan is considered part of the Rexnord Corporation 2012 Performance Incentive Plan, as may be revised, restated or amended from time to time.

Plan Objectives:     

To establish a meaningful variable compensation component of an attractive pay-for-performance total cash compensation program designed to support the achievement of outstanding, strategic, financial and operational performance.

Plan Term:     

The Plan commences on the first day of Rexnord Corporation's fiscal year and ends on the last day of the fiscal year.

Plan Eligibility:

The Company's CEO and other Executive Officers as defined under the Securities Exchange Act of 1934, as approved by the Compensation Committee of the Board of Directors of Rexnord Corporation (the “Compensation Committee”).

Target Bonus Levels:

Determined based on the position that a participant holds and that position’s relative value in the external market, value within Rexnord and its ability to impact overall company performance.

Plan Design:

The Plan is based upon the Company’s achievement of financial factor targets tied to [INSERT FINANCIAL FACTORS]. The financial factor targets (including the cliff) and the actual achievement against the financial factor targets are determined and approved by the Compensation Committee and may be based on input and/or recommendations from the CEO (for participants other than the CEO himself). The Compensation Committee has the discretion to reduce participant awards based on a participant's level of achievement of Non-Financial Goals and Objectives that are established at the beginning of the fiscal year and evaluated at year end; the Compensation Committee's determination may be based on input and/or recommendation from the CEO (for participants other than the CEO himself).

Participants must also satisfy the employment condition described under “Plan Administration and Conditions” to receive any payout under the Plan.

Plan Design Definitions:

    

[INSERT DEFINITIONS OF FINANCIAL FACTORS, IF NEEDED]

Non-Financial Goals and Objectives (also known as Personal Performance Factor): quantifiable and process-oriented individual goals and objectives that are tied to personal performance.

Payout Calculation Formula:

*Subject to reduction by the Compensation Committee, in its sole discretion, based on a Participant's Personal Performance Factor, with input and/or recommendations from the CEO (for participants other than the CEO himself)

Financial Factors

[INSERT FINANCIAL FACTORS] thresholds, which are measured as a percentage of the target, must be achieved in order to trigger a potential bonus payment under the Plan. The cliff will be set at [ ]% or such other amount determined by the Compensation Committee for the FY (see the cliff schedule for the financial performance range - Addendum A). Any maximum payout for the Plan will be as established by the Compensation Committee.

The CEO will have the right to recommend adjustments to performance targets to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set. The CEO may also recommend adjustments to calculations and payments when necessary to reflect sound business practices. Any of the aforementioned recommended adjustments by the CEO are subject to approval by the Compensation Committee, in its discretion, in connection with its approval of payout calculations as described below.

Personal Performance Factor

The Personal Performance Factor is based on specific performance relative to established Non-Financial Goals and Objectives that are process and capability oriented and critical to the Company’s long-term success. Participants are given a personal performance rating ranging from 1.5 (outstanding) to 0 (unacceptable). If a participant's personal performance for the FY is less than 1.5, the Compensation Committee, which may rely on recommendations from the CEO (for participants other than the CEO himself), shall have the discretion to reduce an individual's payout under this Plan, including to zero in the event that a participant's personal performance for the year is unacceptable.

Incentive Calculation Examples:

[INSERT CALCULATION EXAMPLES, IF DESIRED]

    

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