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                                                                    EXHIBIT 10.9

                              EMPLOYMENT AGREEMENT

     This Employment Agreement (the "Agreement"), dated as of November 25, 2002
(the "Effective Date"), is made by and between Rexnord Corporation, a Delaware
corporation, (together with any successor thereto, the "Company") and Robert A.
Hitt (the "Executive").

RECITALS

A.   It is the desire of the Company to assure itself of the services of the
     Executive by engaging the Executive to perform services under the terms
     hereof.

B.   The Executive desires to provide services to the Company on the terms
     herein provided.

AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below the parties hereto agree as follows:

1.   CERTAIN DEFINITIONS.

     (a)  "Agreement" shall have the meaning set forth in the preamble hereto.

     (b)  "Annual Base Salary" shall have the meaning set forth in SECTION 3(a).

     (c)  "Board" shall mean the Board of Directors of the Company.

     (d)  The Company shall have "Cause" to terminate the Executive's employment
          hereunder upon:

          (i)    the Board's determination that the Executive failed to carry
                 out, or comply with, in any material respect any lawful and
                 reasonable directive of the Board consistent with the terms of
                 this Agreement, which is not remedied within 30 days after
                 receipt of written notice from the Company specifying such
                 failure;

          (ii)   the Executive's conviction, plea of no contest, plea of NOLO
                 CONTENDERE, or imposition of unadjudicated probation for any
                 felony;

          (iii)  the Executive's unlawful use (including being under the
                 influence) or possession of illegal drugs; or

          (iv)   the Executive's commission of an act of fraud, embezzlement,
                 misappropriation, willful misconduct, or breach of fiduciary
                 duty against the Company.

     (e)  "Company" shall have the meaning set forth in the preamble hereto.

     (f)  "Compensation Committee" means the Compensation Committee of the
          Board.

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     (g)  "Date of Termination" shall mean (i) if the Executive's employment is
          terminated by his death, the date of his death; (ii) if the
          Executive's employment is terminated pursuant to SECTIONS 4(a)(ii) -
          (vi) either the date indicated in the Notice of Termination or the
          date specified by the Company pursuant to SECTION 4(b), whichever is
          earlier; (iii) if the Executive's employment is terminated pursuant to
          SECTION 4(a)(vii) or SECTION 4(a)(viii), the expiration of the
          then-applicable Term.

     (h)  "Disability" shall mean, at any time the Company or any of its
          affiliates sponsors a long-term disability plan for the Company's
          employees "disability" as defined in such long-term disability plan
          for the purpose of determining a participant's eligibility for
          benefits, provided, however, if the long-term disability plan contains
          multiple definitions of disability, "Disability" shall refer that
          definition of disability which, if the Executive qualified for such
          disability benefits, would provide coverage for the longest period of
          time. The determination of whether the Executive has a Disability
          shall be made by the person or persons required to make disability
          determinations under the long-term disability plan. At any time the
          Company does not sponsor a long-term disability plan for its
          employees, Disability shall mean the Executive's inability to perform,
          with or without reasonable accommodation, the essential functions of
          his position hereunder for a total of three months during any six
          month period as a result of incapacity due to mental or physical
          illness as determined by a physician selected by the Company or its
          insurers and acceptable to the Executive or the Executive's legal
          representative, such agreement as to acceptability not to be
          unreasonably withheld or delayed. Any refusal by the Executive to
          submit to a medical examination for the purpose of determining
          Disability shall be deemed to constitute conclusive evidence of the
          Executive's Disability.

     (i)  "Effective Date" shall have the meaning set forth in the preamble
          hereto.

     (j)  "Executive" shall have the meaning set forth in the preamble hereto.

     (k)  "Executive Bonus Plan" shall mean the bonus plan attached hereto as
          EXHIBIT A as in effect during the term of this Agreement.

     (l)  (i)    The Executive shall have "Good Reason" to resign his employment
                 upon the occurrence of any of the following:

                       (A)  failure of the Company to continue the Executive in
                            the position of Chief Executive Officer and as a
                            member of the Board reporting to the Board with the
                            Executive's primary contact being the non-executive
                            chairman of the Board;

                       (B)  a material diminution in the nature or scope of the
                            Executive's responsibilities, duties or authority;

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                       (C)  failure of the Company to make any payment or
                            provide any benefit under this Agreement; or

                       (D)  the Company's material breach of this Agreement.

          (ii)   The Executive may not resign his employment for Good Reason
                 unless:

                       (A)  the Executive provided the Company with at least 30
                            days prior written notice of his intent to resign
                            for Good Reason; and

                       (B)  the Company has not remedied the alleged
                            violation(s) within the 30-day period.

     (m)  "Inventions" shall have the meaning set forth in SECTION 8.

     (n)  "Notice of Termination" shall have the meaning set forth in SECTION
          4(b).

     (o)  "Severance Period" shall have the meaning set forth in SECTION
          5(c)(i).

     (p)  "Term" shall have the meaning set forth in SECTION 2(b).

2.   EMPLOYMENT.

     (a)  The Company shall employ the Executive and the Executive shall enter
          the employ of the Company, for the period set forth in SECTION 2(b),
          in the position set forth in SECTION 2(c), and upon the other terms
          and conditions herein provided.

     (b)  The initial term of employment under this Agreement (the "Initial
          Term") shall be for the period beginning on the Effective Date of this
          Agreement and ending on the third anniversary thereof, unless earlier
          terminated as provided in SECTION 4. The employment term hereunder
          shall automatically be extended for successive one-year periods
          ("Extension Terms" and, collectively with the Initial Term, the
          "Term") unless either party gives notice of non-extension to the other
          no later than 90 days prior to the expiration of the then-applicable
          Term. For purposes of this Agreement, a notice of non-extension given
          by the Company shall be treated as a termination of the Executive's
          employment without Cause.

     (c)  POSITION AND DUTIES. During the term of this Agreement, the Executive
          shall serve as the Chief Executive Office and as a member of the Board
          of Rexnord Corporation with such customary responsibilities, duties
          and authority as may from time to time be assigned to the Executive by
          the Board. The Executive shall report to the Board with the
          Executive's primary contact being the non-executive chairman of the
          Board. The Executive shall devote substantially all his working time
          and efforts to the business and affairs of the Company. The Executive
          agrees to observe and comply with the Company's rules and policies as
          adopted by the Company from time to time. During the Term, it shall
          not be a violation of this Agreement for the Executive to (i) serve on
          industry trade, civic or charitable

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          boards or committees; (ii) deliver lectures or fulfill speaking
          engagements; or (iii) manage personal investments, as long as such
          activities do not interfere with the performance of the Executive's
          duties and responsibilities as an employee of the Company. During his
          employment and during the Severance Period, the Executive agrees not
          to disparage in any material respect the Company, any of its products
          or practices, or any of its directors, officers, agents,
          representatives, stockholders or affiliates, either orally or in
          writing. The Company agrees that during the Executive's employment and
          during the Severance Period, none of the members of the Board of the
          Company or the Officers of the Company will disparage the Executive in
          any material respect, either directly or in writing to third parties.

3.   COMPENSATION AND RELATED MATTERS.

     (a)  ANNUAL BASE SALARY. During the Term, the Executive shall receive a
          base salary at a rate of $500,000 per annum, which shall be paid in
          accordance with the customary payroll practices of the Company,
          subject to increase as determined by the Compensation Committee (the
          "Annual Base Salary"). The Executive's Annual Base Salary shall be
          reviewed by the Compensation Committee annually, beginning for the
          fiscal year that commences on April 1, 2004.

     (b)  ANNUAL BONUS. Effective as of the 2004 fiscal year and continuing
          during the term of this Agreement, the Executive shall be eligible to
          receive a bonus as set forth in the Executive Bonus Plan if the
          Executive satisfies the performance targets and other criteria set
          forth in the Executive Bonus Plan.

     (c)  EQUITY/MEMBERSHIP ARRANGEMENT. During the Term, the Executive shall be
          entitled to participate in the Stock Option Plan of RBS Global, Inc.
          and on the Effective Date shall be granted options as of the Effective
          Date to purchase 78,152 shares of RBS Global, Inc. common at an
          exercise price of $100 per share. The grant of stock options shall be
          governed by the terms of the stock option plan and stock option
          agreement (attached hereto as EXHIBIT B and EXHIBIT C, respectively).

     (d)  BENEFITS. The Executive shall be entitled to participate in employee
          benefit plans, programs and arrangements of the Company now (or, to
          the extent determined by the Board, hereafter) in effect which are
          applicable to the senior officers of the Company as set forth in
          EXHIBIT D attached hereto.

     (e)  VACATION. During the Term, the Executive shall be entitled to vacation
          each calendar year in accordance with the Company's policy. Any
          vacation shall be taken at the reasonable and mutual convenience of
          the Company and the Executive.

     (f)  EXPENSES. The Company shall reimburse the Executive for all reasonable
          travel and other business expenses incurred by him in the performance
          of his duties to the Company in accordance with the Company's expense
          reimbursement policy.

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     (g)  KEY PERSON INSURANCE. At any time during the Term, the Company shall
          have the right to insure the life of the Executive for the Company's
          sole benefit. The Company shall have the right to determine the amount
          of insurance and the type of policy. The Executive shall cooperate
          with the Company in obtaining such insurance by submitting to physical
          examinations, by supplying all information reasonably required by any
          insurance carrier, and by executing all necessary documents reasonably
          required by any insurance carrier. The Executive shall incur no
          financial obligation by executing any required document, and shall
          have no interest in any such policy.

4.   TERMINATION.

     The Executive's employment hereunder may be terminated by the Company or
the Executive, as applicable, without any breach of this Agreement only under
the following circumstances:

     (a)  CIRCUMSTANCES.

          (i)    DEATH. The Executive's employment hereunder shall terminate
                 upon his death.

          (ii)   DISABILITY. If the Executive has incurred a Disability, the
                 Company may give the Executive written notice of its intention
                 to terminate the Executive's employment. In that event, the
                 Executive's employment with the Company shall terminate
                 effective on the 30th day after receipt of such notice by the
                 Executive, provided that within the 30 days after such receipt,
                 the Executive shall not have returned to full-time performance
                 of his duties.

          (iii)  TERMINATION FOR CAUSE. The Company may terminate the
                 Executive's employment for Cause.

          (iv)   TERMINATION WITHOUT CAUSE. The Company may terminate the
                 Executive's employment without Cause.

          (v)    RESIGNATION FOR GOOD REASON. The Executive may resign his
                 employment for Good Reason.

          (vi)   RESIGNATION WITHOUT GOOD REASON. The Executive may resign his
                 employment without Good Reason.

          (vii)  NON-EXTENSION OF TERM BY THE COMPANY. The Company may give
                 notice of non-extension to the Executive pursuant to SECTION
                 2(b).

          (viii) NON-EXTENSION OF TERM BY THE EXECUTIVE. The Executive may give
                 notice of non-extension to the Company pursuant to SECTION
                 2(b).

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     (b)  NOTICE OF TERMINATION. Any termination of the Executive's employment
          by the Company or by the Executive under this SECTION 4 (other than
          termination pursuant to paragraph (a)(i)) shall be communicated by a
          written notice to the other party hereto indicating the specific
          termination provision in this Agreement relied upon, setting forth in
          reasonable detail the facts and circumstances claimed to provide a
          basis for termination of the Executive's employment under the
          provision so indicated, and specifying a Date of Termination which, if
          submitted by the Executive, shall be at least 30 days following the
          date of such notice (a "Notice of Termination") provided, however,
          that the Company may, in its sole discretion, accelerate the Date of
          Termination to any date following the Company's receipt of the Notice
          of Termination. A Notice of Termination submitted by the Company may
          provide for a Date of Termination on the date the Executive receives
          the Notice of Termination, or any date thereafter elected by the
          Company in its sole discretion. The failure by the Executive or the
          Company to set forth in the Notice of Termination any fact or
          circumstance which contributes to a showing of Cause or Good Reason
          shall not waive any right of the Executive or the Company hereunder or
          preclude the Executive or the Company from asserting such fact or
          circumstance in enforcing the Executive's or the Company's rights
          hereunder.

     (c)  COMPANY OBLIGATIONS UPON TERMINATION. Upon termination of the
          Executive's employment, the Executive (or the Executive's estate)
          shall be entitled to receive the sum of the Executive's Annual Base
          Salary through the Date of Termination not theretofore paid, any
          expenses owed to the Executive under SECTION 3(f), any accrued
          vacation pay owed to the Executive pursuant to SECTION 3(e), and any
          amount arising from the Executive's participation in, or benefits
          under any employee benefit plans, programs or arrangements under
          SECTION 3(d), which amounts shall be payable in accordance with the
          terms and conditions of such employee benefit plans, programs or
          arrangements.

5.   SEVERANCE PAYMENTS.

     (a)  TERMINATION UPON DEATH. If the Executive's employment shall terminate
          as a result of the Executive's death pursuant to SECTION 4(a)(i), the
          Company shall pay to the Executive's estate a prorated amount of the
          Executive's Annual Bonus based on the Company's year-to-date
          performance through the Date of Termination in relation to the
          performance targets and other criteria set forth in the Executive
          Bonus Plan (such amount to be determined in good faith by the
          Compensation Committee).

     (b)  TERMINATION UPON DISABILITY. If the Executive's employment shall
          terminate as a result of the Executive's Disability pursuant to
          SECTION 4(a)(ii), the Company shall pay to the Executive:

          (i)    in accordance with the Company's regular payroll practice
                 following the Date of Termination, an amount equal to the
                 Annual Base Salary that the Executive would have been entitled
                 to receive if the Executive had

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                 continued his employment for a period of six months following
                 the Date of Termination; and

          (ii)   a prorated amount of the Executive's Annual Bonus based on the
                 Company's year-end performance in relation to the performance
                 targets and other criteria set forth in the Executive Bonus
                 Plan, which such amount will be paid at the end of the bonus
                 period when the year-end performance of the Company has been
                 determined and bonuses are paid to other executives (such
                 amount to be determined in good faith by the Compensation
                 Committee).

     (c)  TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON. If the
          Executive's employment shall terminate without Cause pursuant to
          SECTION 4(a)(iv) or for Good Reason pursuant to SECTION 4(a)(v), the
          Company shall:

          (i)    pay to the Executive, in accordance with the Company's regular
                 payroll practice following the Date of Termination, an amount
                 equal to the Annual Base Salary that the Executive would have
                 been entitled to receive if the Executive had continued his
                 employment hereunder for a period of 18 months following the
                 Date of Termination (the "Severance Period"); and

          (ii)   subject to SECTION 5(e), continue to provide, during the
                 Severance Period, coverage for the Executive and any dependents
                 under all Company group health benefit plans (including health,
                 dental and vision coverage) in which the Executive and any
                 dependents were entitled to participate immediately prior to
                 the Date of Termination, to the extent permitted thereunder;

          PROVIDED THAT, in the event of a non-extension of Term by the Company,
          the time periods set forth in SECTIONS 5(c)(i) and 5(c)(ii) shall
          begin to run on the Date of Termination.

     (d)  SURVIVAL. The expiration or termination of the Term shall not impair
          the rights or obligations of any party hereto, which shall have
          accrued prior to such expiration or termination.

     (e)  MITIGATION OF DAMAGES. In the event of any termination of the
          Executive's employment by the Company other than for retirement, the
          Executive shall be required to seek other employment to mitigate
          damages, and any employee benefits received by the Executive from
          other full-time employment or self-employment shall be offset against
          any obligation of the Company to provide benefits to the Executive
          pursuant to this Section 5.

6.   COMPETITION.

     (a)  The Executive shall not, at (x) any time during the Term of this
          Agreement, if this Agreement terminates pursuant to SECTION 4(a)(i) or
          SECTION 4(a)(ii); (y) any time

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          during the Term of this Agreement or during the Severance Period plus
          six months, whichever is longer, if this Agreement terminates pursuant
          to SECTION 4(a)(iv) or SECTION 4(a)(v); or (z) any time during the
          Term of this Agreement or during the Term of this Agreement plus 24
          months, whichever is longer, if this Agreement terminates pursuant to
          SECTION 4(a)(iii) or SECTION 4(a)(vi); directly or indirectly engage
          in, have any equity interest in, or manage or operate any person,
          firm, corporation, partnership or business (whether as director,
          officer, employee, agent, representative, partner, security holder,
          consultant or otherwise) that engages in any business which competes
          with any business of the Company or any entity owned by the Company
          anywhere in the world PROVIDED, HOWEVER, that the Executive shall be
          permitted to acquire a passive stock or equity interest in such a
          business provided the stock or other equity interest acquired is not
          more than five percent (5%) of the outstanding interest in such
          business.

     (b)  During the Term of this Agreement if this Agreement terminates
          pursuant to SECTION 4(a)(i) or SECTION 4(a)(ii); or during the Term of
          this Agreement or during the Term of this Agreement plus 24 months,
          whichever is longer, if this Agreement terminates pursuant to SECTION
          4(a)(iii) through SECTION 4(a)(viii); the Executive will not, and will
          not permit any of his affiliates to, directly or indirectly, recruit
          or otherwise solicit or induce any employee, customer, subscriber or
          supplier of the Company to terminate its employment or arrangement
          with the Company, otherwise change its relationship with the Company,
          or establish any relationship with the Executive or any of his
          affiliates for any business purpose deemed competitive with the
          business of the Company.

     (c)  In the event the terms of this SECTION 6 shall be determined by any
          court of competent jurisdiction to be unenforceable by reason of its
          extending for too great a period of time or over too great a
          geographical area or by reason of its being too extensive in any other
          respect, it will be interpreted to extend only over the maximum period
          of time for which it may be enforceable, over the maximum geographical
          area as to which it may be enforceable, or to the maximum extent in
          all other respects as to which it may be enforceable, all as
          determined by such court in such action.

7.   NONDISCLOSURE OF PROPRIETARY INFORMATION.

     (a)  Except as required in the faithful performance of the Executive's
          duties hereunder or pursuant to SECTION 7(c), the Executive shall, in
          perpetuity, maintain in confidence and shall not directly, indirectly
          or otherwise, use, disseminate, disclose or publish, or use for his
          benefit or the benefit of any person, firm, corporation or other
          entity any confidential or proprietary information or trade secrets of
          or relating to the Company, including, without limitation, information
          with respect to the Company'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, or deliver to any
          person, firm, corporation or other entity any document, record,
          notebook,

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          computer program or similar repository of or containing any such
          confidential or proprietary information or trade secrets. The parties
          hereby stipulate and agree that as between them the foregoing matters
          are important, material and confidential proprietary information and
          trade secrets and affect the successful conduct of the businesses of
          the Company (and any successor or assignee of the Company).

     (b)  Upon termination of the Executive's employment with the Company for
          any reason, the Executive will promptly deliver to the Company all
          correspondence, drawings, manuals, letters, notes, notebooks, reports,
          programs, plans, proposals, financial documents, or any other
          documents concerning the Company's customers, business plans,
          marketing strategies, products or processes.

     (c)  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.

8.   INVENTIONS.

     All rights to discoveries, inventions, improvements and innovations
(including all data and records pertaining thereto) related to the Company's
business, whether or not patentable, copyrightable, registrable as a trademark,
or reduced to writing, that the Executive may discover, invent or originate
during the Term, and for a period of 12 months thereafter, either alone or with
others and whether or not during working hours or by the use of the facilities
of the Company ("Inventions"), shall be the exclusive property of the Company.
The Executive shall promptly disclose all Inventions to the Company, shall
execute at the request of the Company any assignments or other documents the
Company may deem necessary to protect or perfect its rights therein, and shall
assist the Company, at the Company's expense, in obtaining, defending and
enforcing the Company's rights therein. The Executive hereby appoints the
Company as his attorney-in-fact to execute on his behalf any assignments or
other documents deemed necessary by the Company to protect or perfect its rights
to any Inventions.

9.   INJUNCTIVE RELIEF.

     It is recognized and acknowledged by the Executive that a breach of the
covenants contained in SECTIONS 6, 7 and 8 will cause irreparable damage to
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 agrees that in the event of a breach
of any of the covenants contained in SECTIONS 6, 7 and 8, in addition to any
other remedy which may be available at law or in equity, the Company will be
entitled to specific performance and injunctive relief.

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10.  ASSIGNMENT AND SUCCESSORS.

     The Company may assign its rights and obligations under this Agreement to
any entity, including any successor to all or substantially all the assets of
the Company, by merger or otherwise, and may assign or encumber this Agreement
and its rights hereunder as security for indebtedness of the Company and its
affiliates. The Executive may not assign his rights or obligations under this
Agreement to any individual or entity. This Agreement shall be binding upon and
inure to the benefit of the Company, the Executive and their respective
successors, assigns, personnel and legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees, as applicable.

11.  GOVERNING LAW.

     This Agreement shall be governed, construed, interpreted and enforced in
accordance with the substantive laws of the state of Delaware, without reference
to the principles of conflicts of law of Delaware or any other jurisdiction, and
where applicable, the laws of the United States.

12.  VALIDITY.

     The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

13.  NOTICES.

     Any notice, request, claim, demand, document and other communication
hereunder to any party shall be effective upon receipt (or refusal of receipt)
and shall be in writing and delivered personally or sent by telex, telecopy, or
certified or registered mail, postage prepaid, as follows:

     (a)  If to the Company:

          Rexnord Corporation

          ________________

          ________________

          ________________

          Fax:
          Attn:

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          with a copy to:


          TC Group, L.L.C.
          1001 Pennsylvania Avenue, N.W.
          Suite 220 South
          Washington, D.C. 20004
          Fax:
          Attn:

          and a copy to:

          Latham & Watkins
          555 Eleventh Street, N.W.
          10th Floor
          Fax: (202) 637-2201
          Attn: Daniel T. Lennon

     (b)  If to the Executive:

          Robert A. Hitt

          ________________

          ________________

     or at any other address as any party shall have specified by notice in
writing to the other party.

14.  COUNTERPARTS.

     This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original, but all of which together will constitute one and
the same Agreement.

15.  ENTIRE AGREEMENT.

     The terms of this Agreement and the other agreements and instruments
contemplated hereby or referred to herein (collectively the "Related
Agreements") are intended by the parties to be the final expression of their
agreement with respect to the employment of the Executive by the Company and may
not be contradicted by evidence of any prior or contemporaneous agreement. The
parties further intend that this Agreement and the Related Agreements shall
constitute the complete and exclusive statement of their terms and that no
extrinsic evidence whatsoever may be introduced in any judicial, administrative,
or other legal proceeding to vary the terms of this Agreement and the Related
Agreements.

16.  SOLE EMPLOYMENT AGREEMENT.

     The Executive acknowledges and agrees that he has taken all actions
required under the terms of any prior employment agreement with Rexnord
Corporation, Invensys, plc or any of

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their subsidiaries, predecessors or affiliates in order to terminate that
employment and that, to the best of his knowledge, the provisions contained in
that employment agreement do not bind the Company.

17.  AMENDMENTS; WAIVERS.

     This Agreement may not be modified, amended, or terminated except by an
instrument in writing, signed by the Executive and a duly authorized officer of
Company. By an instrument in writing similarly executed, the Executive or a duly
authorized officer of the Company may waive compliance by the other party or
parties with any provision of this Agreement that such other party was or is
obligated to comply with or perform, provided, however, that such waiver shall
not operate as a waiver of, or estoppel with respect to, any other or subsequent
failure. No failure to exercise and no delay in exercising any right, remedy, or
power hereunder preclude any other or further exercise of any other right,
remedy, or power provided herein or by law or in equity.

18.  NO INCONSISTENT ACTIONS.

     The parties hereto shall not voluntarily undertake or fail to undertake any
action or course of action inconsistent with the provisions or essential intent
of this Agreement. Furthermore, it is the intent of the parties hereto to act in
a fair and reasonable manner with respect to the interpretation and application
of the provisions of this Agreement.

19.  CONSTRUCTION.

     This Agreement shall be deemed drafted equally by both the parties. Its
language shall be construed as a whole and according to its fair meaning. Any
presumption or principle that the language is to be construed against any party
shall not apply. The headings in this Agreement are only for convenience and are
not intended to affect construction or interpretation. Any references to
paragraphs, subparagraphs, sections or subsections are to those parts of this
Agreement, unless the context clearly indicates to the contrary. Also, unless
the context clearly indicates to the contrary, (a) the plural includes the
singular and the singular includes the plural; (b) "and" and "or" are each used
both conjunctively and disjunctively; (c) "any," "all," "each," or "every" means
"any and all," and "each and every"; (d) "includes" and "including" are each
"without limitation"; (e) "herein," "hereof," "hereunder" and other similar
compounds of the word "here" refer to the entire Agreement and not to any
particular paragraph, subparagraph, section or subsection; and (f) all pronouns
and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as the identity of the entities or persons referred
to may require.

20.  ARBITRATION.

     Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before an
arbitrator in Wisconsin in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitration award in
any court having jurisdiction, provided, however, that the Company shall be
entitled to seek a restraining order or injunction in any court of competent
jurisdiction to prevent any continuation of any violation of the provisions of
SECTIONS 6, 7 or 8 of the Agreement and the Executive hereby consents that such

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restraining order or injunction may be granted without requiring the Company to
post a bond. Only individuals who are (i) lawyers engaged fulltime in the
practice of law; and (ii) on the AAA register of arbitrators shall be selected
as an arbitrator. Within 20 days of the conclusion of the arbitration hearing,
the arbitrator shall prepare written findings of fact and conclusions of law. It
is mutually agreed that the written decision of the arbitrator shall be valid,
binding, final and non-appealable, provided however, that the parties hereto
agree that the arbitrator shall not be empowered to award punitive damages
against any party to such arbitration. The arbitrator's fees and expenses will
be borne equally by each party. In the event that an action is brought to
enforce the provisions of this Agreement pursuant to this SECTION 20, each party
shall pay its own attorney's fees and expenses regardless of whether in the
opinion of the court or arbitrator deciding such action there is a prevailing
party.

21.  ENFORCEMENT.

     If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws effective during the term of this
Agreement, such provision shall be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a portion of this Agreement; and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable
provision there shall be added automatically as part of this Agreement a
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.

22.  WITHHOLDING.

     The Company shall be entitled to withhold from any amounts payable under
this Agreement any federal, state, local or foreign withholding or other taxes
or charges which the Company is required to withhold. The Company shall be
entitled to rely on an opinion of counsel if any questions as to the amount or
requirement of withholding shall arise.

23.  EMPLOYEE ACKNOWLEDGEMENT.

     The Executive acknowledges that he has read and understands this Agreement,
is fully aware of its legal effect, has not acted in reliance upon any
representations or promises made by the Company other than those contained in
writing herein, and has entered into this Agreement freely based on his own
judgment.

                            [SIGNATURE PAGES FOLLOW]

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<Page>

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.


                          COMPANY

                          By:              /s/ Praveen Jeyarajah
                                --------------------------------
                                Name:
                                Title:

                          EXECUTIVE

                          By:
                                --------------------------
                                Name:    Robert A. Hitt
                                Address: 135 South 84th Street, Suite 111
                                         Milwaukee, WI 53214

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