Amended and Restated Non-Qualified Stock Option Agreement



 Exhibit 10.1 

AMENDED AND RESTATED 

NON-QUALIFIED STOCK OPTION AGREEMENT 

OF 

REXNORD HOLDINGS, INC. 

THIS AGREEMENT (this “Agreement”) dated as of April 16, 2010, is made by and between Rexnord Holdings, Inc.,
a Delaware corporation (the “Company”), and Praveen R. Jeyarajah, a non-employee director of the Company and an employee of Rexnord LLC (the “Optionee”). 

WHEREAS, the Company and the Optionee are parties to that certain Non-Qualified Stock Option Agreement dated as of
October 29, 2009 (the “Prior Agreement”), which evidenced the grant to the Optionee of the Non-Qualified Stock Option to purchase shares of the Company’s common stock, par value $0.01 per share (“Common
Stock”) under the 2006 Stock Option Plan of Rexnord Holdings, Inc. (as may be amended from time to time, the “Plan”), the terms of which were incorporated by reference and made a part of the Prior Agreement, in
consideration for the Optionee’s agreement to continue to serve as a member of the Board and serve as Chairman of the Executive Committee; 

WHEREAS, the Company and the Optionee desire to amend and restate the Prior Agreement to provide for the continuation of the
vesting and term of the Option during the term of the Optionee’s employment with the Company and its Subsidiaries and the Optionee’s service as a member of the Board (the “Board”). 

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: 
 ARTICLE I 

 DEFINITIONS 

Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates
otherwise. Capitalized terms used in this Agreement and not defined herein shall have the meaning given to such terms in the Plan. The singular pronoun shall include the plural, where the context so indicates. 

“Cause” shall have the meaning ascribed to it in any employment agreement in effect between the Company or any of its
Subsidiaries and the Optionee as of the date of the Optionee’s Termination of Service and, in the absence of any such employment agreement, “Cause” shall mean, 

(a) the Board’s determination that the Optionee failed to carry out, or comply with, in each case in any material respect, any
lawful and reasonable directive of the Board or the Board of Directors of Rexnord LLC or any of their respective designees consistent with the terms of the Optionee’s employment, which is not remedied within 30 days after the receipt of written
notice from the Company specifying such failure; 
 (b) the Optionee’s conviction, plea of no contest, plea of nolo
contendere, or imposition of unadjudicated probation for any felony; 
 (c) the Optionee’s unlawful use (including being
under the influence) or possession of illegal drugs; 







 (d) the Optionee’s commission of an act of fraud, embezzlement, misappropriation,
willful misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries; 
 (e) the breach by the
Optionee of any of any non-competition, non-solicitation, non-disparagement or non-disclosure restrictive covenants or similar provisions contained in any other agreement with the Company or any of its Subsidiaries or other Affiliates; or

 (f) the Optionee’s material breach of the Stockholders’ Agreement. 

“Cumulative Debt Repayment” for a given fiscal year shall mean the positive excess, if any, of (a) the weighted
average of the debt (excluding debt associated with the Company’s PIK Notes) outstanding during the 60 calendar days preceding April 30, 2009, as such debt outstanding may be increased or decreased as appropriate for the effect of any post
closing adjustment as determined by the Committee, over (b) the weighted average of the debt (excluding debt associated with the Company’s PIK Notes) outstanding during the 60 calendar days preceding April 30 of the fiscal year
immediately following the given fiscal year. 
 “Cumulative Debt Repayment Target” for a period commencing on
or after April 1, 2009 shall be as set forth in Appendix A to this Agreement, subject to the provisions of Section 6.6 hereof. 

“Cumulative EBITDA” as of a given date shall mean the total of EBITDA from and after April 1, 2009 through such
date. 
 “Cumulative EBITDA Target” for a given period commencing on or after April 1, 2009, shall be as
set forth in Appendix A of this Agreement, subject to the provisions of Section 6.6 hereof. 
 “Debt
Repayment” for a given fiscal year of the Company shall mean, excluding any debt repayment in conjunction with an equity offering of securities of the Company, the positive excess, if any, of (a) the weighted average of the debt
(excluding debt associated with the Company’s PIK Notes) outstanding during the 60 calendar days preceding April 30 of the given fiscal year, over (b) the weighted average of the debt (excluding debt associated with the Company’s
PIK Notes) outstanding during the 60 calendar days preceding April 30 of the fiscal year immediately following the given fiscal year. 

“Debt Repayment Target” for a period commencing on or after April 1, 2009 shall be as set forth in Appendix
A to this Agreement, subject to the provisions of Section 6.6 hereof. 
 “EBITDA” for a given period
shall mean consolidated net income before interest, taxes, depreciation, amortization, noncash charges, extraordinary items (including Other Income and Expense items as well as LIFO Income and Expense items) and management or similar fees payable to
Apollo Management, L.P. or any of its Affiliates, as reflected on the Company’s audited consolidated financial statements for such period. Consolidated net income shall be determined in accordance with generally accepted accounting principles
except that gains or losses from extraordinary, unusual or non-recurring items may be excluded in the discretion of the Committee. 

“EBITDA Target” for a given period commencing on or after April 1, 2009, shall be as set forth in Appendix A
of this Agreement, subject to the provisions of Section 6.6 hereof. 







 “Good Reason” shall have the meaning ascribed to it in any employment
agreement in effect between the Company or any of its Subsidiaries and the Optionee as of the date of the Optionee’s Termination of Service and, in the absence of any such employment agreement, “Good Reason” shall mean,

 (a) the failure of the Company to continue the Optionee’s employment at the level of the Optionee’s
position as of the date hereof or higher; 
 (b) a material diminution in the nature or scope of the
Optionee’s responsibilities, duties or authorities; 
 (c) the failure of the Company to make any material
payment or provide any material benefit to which the Optionee is entitled; or 
 (d) the material breach by the
Company or any of its Subsidiaries of the Stockholders’ Agreement; 
 provided, however, that the Optionee may not terminate
the Optionee’s employment for Good Reason unless the Optionee provides the Company or the Subsidiary of the Company that employs the Optionee with at least 30 days’ prior written notice of the Optionee’s intent to resign for Good
Reason, with such notice to set forth the event or events constituting Good Reason, and the Company or the Subsidiary of the Company that employs the Optionee has not remedied the alleged violation(s) within the 30-day period. 

“Principal Stockholder(s) Investment” means direct or indirect investments in shares of Common Stock, preferred stock or
other debt or equity securities of the Company or any of its Subsidiaries made by the Principal Stockholder(s) on or after July 21, 2006. 

“Principal Stockholder(s) CAGR” means the pretax compound annual growth rate calculated on a quarterly basis based on
the cash proceeds realized to the Principal Stockholder(s) in a Liquidity Event on the Principal Stockholder(s) Investment (which proceeds, for purposes hereof, shall be determined after deducting all transaction costs and all investment banking,
accounting, attorney, consultant and similar fees paid or payable by the Principal Stockholder(s) to the extent not paid or reimbursed by the Company or any other third party) and the aggregate amount invested by the Principal Stockholder(s) for all
Principal Stockholder(s) Investments, assuming all Principal Stockholder(s) Investments were purchased by one Person and were held continuously by such Person, after dilution for outstanding options, warrants or other rights to acquire shares of
Common Stock or other equity securities of the Company. The Principal Stockholder(s) CAGR shall be determined based on the actual time of each Principal Stockholder(s) Investment and including, as a return on such investment, any cash dividends,
cash distributions or cash interest paid by the Company or any Subsidiary of the Company in respect of such investment during such period, but shall exclude any management or monitoring fees paid to Apollo Management, L.P. or any of its Affiliates.

 “Termination of Service” shall mean the date of the Optionee’s Termination of Employment, unless,
immediately following such Termination of Employment, the Optionee is a member of the Board, in which case the Termination of Service shall not be the date of such Termination of Employment but shall be the date of the Optionee’s Termination of
Directorship. 







 ARTICLE II  

GRANT OF OPTION 

Section 2.1 Grant of Option 

In consideration of the Optionee’s service as a member of the Board and as Chairman of the Executive Committee, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, on the October 29, 2009 the Company irrevocably granted to the Optionee the Option to purchase any part or all of an aggregate of One Hundred Thirty
Thousand Seven Hundred Forty-three (130,743) shares of Common Stock upon the terms and conditions set forth in the Plan and this Agreement. 

Section 2.2 Option Subject to Plan 

The Option granted hereunder is subject to the terms and provisions of the Plan, including without limitation, Article V and Sections
7.1, 7.2, 7.3 and 7.10 thereof. 
 Section 2.3 Option Price 

The purchase price of the shares of Common Stock covered by the Option shall be Twenty and no/100 Dollars ($20.00) per share (without
commission or other charge). 
 ARTICLE III  

EXERCISABILITY 

Section 3.1 Commencement of Exercisability 

(a) Subject to Section 3.1(e) and Section 3.3 of this Agreement, seventy percent (70%) of the Option granted pursuant to
this Agreement, shall become vested in three (3) cumulative installments, provided that the Optionee remains continuously employed by or in active service to the Company from the date of grant through such date, as follows: 

(i) The first installment shall become vested on October 29, 2010; 

(ii) The second installment shall become vested on October 29, 2011; 

(iii) The final installment shall become vested on October 29, 2012. 

(b) Subject to Section 3.1(e) and Section 3.3 of this Agreement, thirty percent (30%) of the Option granted pursuant to
this Agreement, shall become vested as follows: 
 (i) An installment of up to 2.5% of the shares of Common Stock
covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2010 through 2012, in each case as determined by the Committee in its sole discretion as follows: 

(A) if the Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Debt Repayment
Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or 

(B) if the Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment
Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or 







 (C) if the Debt Repayment for any such fiscal year equals or exceeds the
Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. 

(ii) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within
120 days following, March 31 of each fiscal year 2010 through 2012 as determined by the Committee in its sole discretion as follows: 

(A) if the Cumulative Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the
Cumulative Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or 

(B) if the Cumulative Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the
Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or 

(C) if the Cumulative Debt Repayment for any such fiscal year equals or exceeds the Cumulative Debt Repayment Target for
such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. 
 (iii) If
the Cumulative Debt Repayment as of the end of any fiscal year 2010 through 2012 is less than the Cumulative Debt Repayment Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to
Section 3.1(b)(i) and 3.1(b)(ii), but which did not become vested pursuant to Sections 3.1(b)(i)(A), (B) or (C) or 3.1(b)(ii)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested,
as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which the Cumulative Debt Repayment equals or exceeds the Cumulative Debt Repayment Target for such fiscal year. 

(iv) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within
120 days following, March 31 of each fiscal year 2010 through 2012 as determined by the Committee in its sole discretion as follows: 

(A) if EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the EBITDA Target for such fiscal
year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or 
 (B) if EBITDA for
any such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or 







 (C) if EBITDA for any such fiscal year equals or exceeds the EBITDA Target
for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. 
 (v)
An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2010 through 2012 as determined by the Committee in its sole discretion as
follows: 
 (A) if Cumulative EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the
Cumulative EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or 

(B) if Cumulative EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA
Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or 

(C) if Cumulative EBITDA for any such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year,
then 2.5% of the shares of Common Stock covered by the Option shall become vested. 
 (vi) if Cumulative EBITDA
as of the end of any fiscal year 2010 through 2012 is less than the Cumulative EBITDA Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Sections 3.1(b)(iv) and 3.1(b)(v), but
which did not become vested pursuant to Sections 3.1(b)(iv)(A), (B) or (C) or 3.1(b)(v)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or
within 120 days following, the last day of the first fiscal year in which Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for such fiscal year. 

(c) Notwithstanding the foregoing provisions of this Section 3.1, upon the occurrence of the first Liquidity Event, the following
shall immediately prior to the effective date of such Liquidity Event become vested in full: 
 (i) that portion
of the Option that remains eligible to become vested pursuant to Section 3.1(a); 
 (ii) at the election and
sole discretion of the Committee, that portion of the Option that has not, as of such Liquidity Event, become eligible to become vested pursuant to Sections 3.1(b)(i), 3.1(b)(ii), 3.1(b)(iv) or 3.1(b)(v); 

(iii) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(b), but only if the
Principal Stockholder(s) CAGR as of the Liquidity Event equals or exceeds 25%. 
 (d) The Committee shall
make the determination as to whether the respective Debt Repayment, Cumulative Debt Repayment, EBITDA, and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option as become vested, on any such date as the
Committee in its sole discretion shall determine; provided, however, that with respect to each fiscal year such date shall not be later than the
120th day following March 31 of such fiscal year.








 (e) Except with respect to any portion of the Option that as of the Optionee’s
Termination of Service is eligible to vest pursuant to Section 3.1(b) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Service occurs, no portion of the Option which is unvested at the Optionee’s
Termination of Service shall thereafter become vested. 
 Section 3.2 Duration of Exercisability 

The installments provided for in Section 3.1 are cumulative. Each such installment which becomes vested pursuant to Section 3.1
shall remain vested and may be exercised until the Option expires pursuant to Section 3.3. 
 Section 3.3
Expiration of Option 
 The Option may not be exercised to any extent by any Person after the first to occur of any of
the following events: 
 (a) The expiration of ten years from the date the Option was granted; 

(b) If the Optionee’s Termination of Service is for any reason other than (i) by the Company for Cause, or (ii) on account
of the Optionee’s death or disability (as defined in Section 22(e)(3) of the Code), the later of (x) the ninetieth day following the date of the Optionee’s Termination of Service or (y) to the extent that, as of the
Optionee’s Termination of Service, any portion of the Option remains eligible to vest pursuant to Section 3.1(b) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Service occurs, the thirtieth day
following the date of the Committee’s determination under Section 3.1(d) for such fiscal year; 
 (c) The date of the
Optionee’s Termination of Service by the Company for Cause; 
 (d) If the Optionee’s Termination of Service is on
account of the Optionee’s death or disability (within the meaning of Section 22(e)(3) of the Code), the expiration of 12 months from the date of the Optionee’s Termination of Service; or 

(e) The occurrence of a Liquidity Event, provided that any portion of the Option that is vested as of the occurrence of the Liquidity
Event may be exercised concurrently therewith. 
 Section 3.4 Partial Exercise 

Any vested portion of the Option or the entire Option, if then wholly vested, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof expires; provided, however, that each partial exercise shall be for not less than 100 shares of Common Stock and shall be for whole shares of Common Stock only. 

Section 3.5 Exercise of Option 

The exercise of the Option shall be governed by the terms of this Agreement and the terms of the Plan, including without limitation, the
provisions of Article V of the Plan, which, among other things, require that the Optionee (or, in the event of the Optionee’s death or disability, the Optionee’s Eligible Representative) deliver an executed copy of a Joinder to the
Stockholders’ Agreement designated by the Company (in the form attached to such Stockholders’ Agreement) to the Secretary as a condition to the exercise of the Option. 







 ARTICLE IV  

OTHER PROVISIONS 

Section 4.1 Optionee’s Service to the Company 

Nothing in this Agreement or in the Plan shall (i) confer upon the Optionee any right to continue in the service of the Company or
any of its Subsidiaries or affiliates (whether as an employee, director or otherwise); or (ii) interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to discharge the Optionee
at any time for any reason whatsoever, with or without Cause, except pursuant to an employment agreement, if any, executed by and between the Company or any of its Subsidiaries, on the one hand, and the Optionee, on the other hand, and approved by
the Board. 
 Section 4.2 Shares Subject to Plan and Stockholder Agreement 

The Optionee acknowledges that any shares of Common Stock acquired upon exercise of the Option are subject to the terms of the Plan and
the Stockholders’ Agreement, including without limitation, the restrictions set forth in Section 5.6 of the Plan. 

Section 4.3 Construction 

This Agreement shall be administered, interpreted and enforced under the laws of the state of New York, without regard to conflicts of
laws provisions that would give effect to the laws of another jurisdiction. 
 Section 4.4 Conformity to
Securities Laws 
 The Optionee acknowledges that the Plan is intended to conform to the extent necessary with all
provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, including without limitation, Rule 16b-3. Notwithstanding anything herein to the contrary,
the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended
to the extent necessary to conform to such laws, rules and regulations. 
 Section 4.5 Adjustments in Debt
Repayment and EBITDA Targets 
 The Debt Repayment and EBITDA Targets (including the Cumulative Debt Repayment and
Cumulative EBITDA Targets) specified in Appendix A are based upon certain revenue and expense assumptions about the future business of the Company as of the date the Option is granted. Accordingly, in the event that, after such date, the Committee
determines, in its sole discretion, that any acquisition or disposition of any business by the Company or any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization,
reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, any unusual or nonrecurring transactions or events affecting the Company, or the financial statements of the Company, or change in 







 
applicable laws, regulations, or accounting principles occurs such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan or with respect to the Option, then the Committee shall, in good faith and in such manner as it may deem equitable, adjust the financial targets set forth on Appendix A to reflect
the projected effect of such transaction(s) or event(s) on Debt Repayment and/or EBITDA, subject to Section 7.1 of the Plan. 

Section 4.6 Entire Agreement 

The parties hereto acknowledge that this Agreement and the Plan set forth the entire agreement and understanding of the parties and
supersede all prior written or oral agreements or understandings with respect to the subject matter hereof. The obligations imposed by this Agreement are severable and should be construed independently of each other. The invalidity of one provision
shall not affect the validity of any other provision. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as applied to any circumstances, under the laws of any jurisdiction which may govern for such
purpose, then such provision shall be deemed, to the extent allowed by the laws of such jurisdiction, to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, either generally or as applied to
such circumstance, or shall be deemed exercised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as
so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. 

Section 4.7 Amendment 

The Board at any time, and from time to time, may amend the terms of this Agreement, provided, however, that the rights of the
Optionee shall not be adversely impaired without the Optionee’s written consent. The Company shall provide the Optionee with notice and a copy of any amendment made to this Agreement 

Section 4.8 Arbitration; Waiver of Jury Trial 

Any dispute or controversy arising under, out of, or in connection with or in relation to this Agreement or the Plan shall be finally
determined and settled by arbitration in New York, New York in accordance with the Commercial Rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction. 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. To the extent permitted by law, 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 or the Plan pursuant to this Section 4.8, 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. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL, INCLUDING TRIAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE PLAN
OR THIS AGREEMENT. 







 Section 4.9 Notices 

All notices, requests, consents and other communications hereunder to any party hereto shall be deemed to be sufficient if contained in a
written instrument and shall be deemed to have been duly given when delivered in person, by telecopy, by nationally-recognized overnight courier, or by first class registered or certified mail, postage prepaid, addressed to such party at the address
set forth below or such other address as may hereafter be designated in writing by the addressee to the addressor: 

(i) if to the Company, to: 

Rexnord Holdings, Inc. 

4701 Greenfield Avenue 

Milwaukee, WI 53214 

Attention: Patty Whaley 

with copies to: 

Rexnord Holdings, Inc. 

c/o Apollo Management, L.P. 

10250 Constellation Blvd, Suite 2900 

Los Angeles, CA 90067 

Fax: (310) 843-1933 

Attention: Larry Berg 

and 

Rexnord Holdings, Inc. 

c/o Apollo Management, L.P. 

9 West
57th Street,
43rd Floor New 

York, NY 10019 Fax: (212) 515-3288 

Attention: Steven Martinez 

and 

O’Melveny & Myers LLP 

Times Square Tower 

7 Times Square 

New York, NY 10036 

Fax: (212) 326-2061 

Attention: John M. Scott, Esq. 

(ii) if to the Optionee, to the Optionee’s home address on file with the Company. 

Section 4.10 Counterparts 

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







 IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
hereto as of the day, month and year first set forth above. 
  

			
	 THE COMPANY:

	
	 REXNORD HOLDINGS, INC.

		
	 By:
	 	 /s/ Patricia M.
Whaley




			
	 Name:
	 	Patricia M. Whaley
	 Title:
	 	Vice President, General
		 	Counsel & Secretary
	
	 THE OPTIONEE:

		
	 Signature:
	 	 /s/ Praveen R.
Jeyarajah




			
	 Print Name:
	 	Praveen R. Jeyarajah
	
	 Optionee’s Address:

	
	  

	
	  

	
	 Optionee’s Taxpayer Identification Number: