Exhibit 10.3


 


FORM OF STOCK TRANSFER RESTRICTION AGREEMENT


 


Stock
Transfer Restriction Agreement, dated this       
day of              ,
1998 by and among Roller Bearing Holding Company, Inc., a Delaware
corporation (“Holdings”),               
(the “Initial Party”), Dr. Michael J. Hartnett (“Hartnett”) and the
Persons who by operation of Section 2.5 hereof become a party hereto
(collectively with the Initial Party, the “Stockholders” and individually a “Stockholder”).


 


WHEREAS,
the Initial Party is the owner of
[                         
shares (the “Shares”) of Class A Voting Common Stock of Holdings, par
value $.01 per share (“Class A Common Stock” and collectively with any
other common stock of any class or series issued by Holdings, the “Common Stock”)
and warrants to purchase                  
shares of Class A Common Stock at $100.00 per share (the “Warrants”)];


 


WHEREAS,
Holdings, Hartnett and the Stockholders desire to set forth their agreement
regarding certain matters relating to the Stockholders’ ownership of the
[Shares and the Warrants], as well as (i) any shares of capital stock or
Derivative Securities that may be issued by Holdings and owned by any of the
Stockholders and (ii) any shares of Common Stock that may be issued by
Holdings to any of the Stockholders upon conversion, exchange or exercise of
any [Warrants or other] Derivative Securities, in each case whether currently
owned or hereinafter acquired, being collectively the “Securities”).


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration, the
receipt and


 





















 


sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:


 


1.                                       DEFINITIONS


 


As
used herein, the following terms shall have the meanings indicated:


 


1.1                                 “Affiliate” shall mean a Person controlled by,
in control of, or under common control with, another Person. For purposes of
this definition, “control” (including the correlative terms “controlled by”, “in
control of” and “under common control with”), with respect to any Person, shall
mean possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.


 


1.2                                 “Derivative Securities” shall mean options,
warrants (including the Warrants) and other rights to subscribe for, and
securities convertible into or exchangeable or exercisable for, shares of
Common Stock.


 


1.3                                 “Fair Market Value” shall mean as to any
property on any date, the fair market value of such property on such date
(without regard to any liabilities to which such property may be subject) as
determined in good faith by the Board of Directors of Holdings, which
determination shall, absent manifest error and except as otherwise set forth in
Section 2.3, be binding on the Stockholders.


 


1.4                                 “Initial Public Offering” shall mean the first
underwritten public offering of equity securities of Holdings pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the “Act”), for which Holdings received not less than $25


 


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million in gross proceeds and
following which there is a public market for the securities so offered.


 


1.5                                 “Outstanding Shares” shall mean, at any given
time, the sum of (i) all outstanding shares of Common Stock and (ii) the
aggregate number of shares of Common Stock issuable upon the exercise,
conversion or exchange, as applicable, of outstanding Derivative Securities.
Whenever in this Agreement reference is made to ownership of Outstanding
Shares, such phrase shall mean ownership of the applicable underlying Common
Stock and Derivative Securities in respect thereof.


 


1.6                                 “Permitted Transferee” shall mean, with
respect to any Person, (a) if such Person is an individual, (i) a
member of the Immediate Family of such Person, or (ii) a trust or other
similar legal entity for the primary benefit of such Person and/or one or more
members of his Immediate Family, or (iii) a partnership, limited
partnership, limited liability company, corporation or other entity in which
such Person and members of his Immediate Family possess 100% of the outstanding
voting securities, (b) if such Person is a partnership or limited
liability company, the general partners, limited partners or members thereof to
whom securities of Holdings are Transferred on a pro rata basis in accordance
with the terms of the underlying partnership agreement or limited liability
company agreement and (c) if such Person is a corporation, any wholly
owned subsidiary of such corporation or parent of such corporation that wholly
owns such corporation. For purposes of this definition, “Immediate Family”,
with respect to any individual, shall mean his brothers, sisters, spouse,
children (including adopted children), parents, parents-in-law, grandchildren,
great grandchildren and other lineal descendants and spouses of any of the
foregoing.


 


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1.7                                 “Person” shall mean any natural person,
corporation, organization, partnership, association, joint-stock company,
limited liability company, joint venture, trust or government, or any agency or
political subdivision of any government.


 


1.8                                 “Transfer” shall mean any direct or indirect,
voluntary or involuntary, sale assignment, gift, encumbrance or other direct or
indirect transfer (whether outright or conditional) of any Securities or any
interest therein.


 


1.9  Defined Terms


 


The
following terms are defined elsewhere in this Agreement in the Sections and on
the pages indicated:


 


	
  Defined Term

  	
   

  	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Act

  	
   

  	
  1.4

  	
   

  	
  3

  
	
  Affiliate

  	
   

  	
  1.1

  	
   

  	
  2

  
	
  Board

  	
   

  	
  2.3(c)(i)

  	
   

  	
  9

  
	
  Cause

  	
   

  	
  2.3(b)(ii)

  	
   

  	
  8

  
	
  Class A Common Stock

  	
   

  	
  Recitations

  	
   

  	
  1

  
	
  Common Stock

  	
   

  	
  Recitations

  	
   

  	
  1

  
	
  Compelled Sale

  	
   

  	
  2.4(a)

  	
   

  	
  12

  
	
  Compelled Sale Notice

  	
   

  	
  2.4(b)

  	
   

  	
  12

  
	
  Compelled Sale Purchaser

  	
   

  	
  2.4(a)

  	
   

  	
  11

  
	
  controlled by

  	
   

  	
  1.1

  	
   

  	
  2

  
	
  Credit Restriction

  	
   

  	
  2.3(c)(ii)

  	
   

  	
  10

  
	
  Derivative Securities

  	
   

  	
  1.2

  	
   

  	
  2

  
	
  Fair Market Value

  	
   

  	
  1.3

  	
   

  	
  2

  
	
  Hartnett

  	
   

  	
  Introduction

  	
   

  	
  1

  
	
  Holdings

  	
   

  	
  Introduction

  	
   

  	
  1

  
	
  Immediate Family

  	
   

  	
  1.6(c)

  	
   

  	
  4

  
	
  in control of

  	
   

  	
  1.1

  	
   

  	
  2

  
	
  Initial Party

  	
   

  	
  Introduction

  	
   

  	
  1

  
	
  Initial Public Offering

  	
   

  	
  1.4

  	
   

  	
  3

  
	
  Joinder Agreement

  	
   

  	
  2.5(b)

  	
   

  	
  14

  
	
  Objecting Party

  	
   

  	
  2.3(a)

  	
   

  	
  6

  
	
  Outstanding Shares

  	
   

  	
  1.5

  	
   

  	
  3

  
	
  Permitted Transferee

  	
   

  	
  1.6

  	
   

  	
  3

  
	
  Person

  	
   

  	
  1.7

  	
   

  	
  4

  



 


4





















 


	
  Defined Term

  	
   

  	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Proposed Transferors

  	
   

  	
  2.4(a)

  	
   

  	
  11

  
	
  Repurchase Offer Notice

  	
   

  	
  2.3(a)

  	
   

  	
  6

  
	
  Securities

  	
   

  	
  Recitations

  	
   

  	
  1

  
	
  Shares

  	
   

  	
  Recitations

  	
   

  	
  1

  
	
  Stockholder

  	
   

  	
  Introduction

  	
   

  	
  1

  
	
  Stockholders

  	
   

  	
  Introduction

  	
   

  	
  1

  
	
  Transfer

  	
   

  	
  1.8

  	
   

  	
  4

  
	
  under common control with

  	
   

  	
  1.1

  	
   

  	
  2

  
	
  Warrants

  	
   

  	
  Recitations

  	
   

  	
  1

  



 


2.                                       TRANSFER RESTRICTIONS


 


2.1                                 Legends. None of the Securities, including
shares of Common Stock underlying the Warrants, has been (or will have been at
the time of issuance) registered under the Act. Certificates representing the
Shares, the Warrants, and upon exercise of the Warrants, the shares of Common
Stock issuable at such time, shall bear the following legend:


 


The
securities represented by this certificate have not been registered  under the Securities Act of 1933, as amended (“Act”),
and may not be offered or sold
except pursuant to (i) an effective registration statement under the Act or (ii) an exemption from
registration under such Act (which, if requested by the issuer, shall be accompanied by an opinion of
counsel to such effect reasonably
satisfactory to the issuer).


 


2.2                                 Restrictions on Transfer of Securities. Except
as otherwise provided for in this Article 2, no Stockholder shall Transfer
any Securities without the prior written consent of Holdings.


 


2.3                                 Purchase on Death or Termination of
Employment. Upon the death of the Initial Party or the termination of the
employment of the Initial Party by Holdings or any subsidiary of Holdings
(provided that the Initial Party is not, following such employment termination,
an employee of Holdings or any subsidiary of Holdings) for any reason
whatsoever, Holdings shall have the right (but not the obligation), exercisable
upon notice given not more than one hundred and twenty (120) days following the
date of such death or


 


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termination of employment, to
repurchase all, but not less than all, of the Securities (whether owned by the
Initial Party or any Permitted Transferee of the Initial Party) at the Fair
Market Value therefor as of the last day of the fiscal quarter immediately
preceding such date of termination or death.


 


(a)                                  If Holdings elects to exercise its rights to
repurchase Securities under this Section 2.3, it shall deliver to each
Stockholder (or the administrator of the estate of any deceased Stockholder) a
notice of its election to so exercise (the “Repurchase Offer Notice”), which
notice shall set forth Holdings’ determination of the Fair Market Value of the
Securities. If, within five (5) business days following delivery of the
Repurchase Offer Notice, the Initial Party (or the administrator of the Initial
Party’s estate, the “Objecting Party”) delivers a notice to Holdings disputing
Holdings’ determination of Fair Market Value, Holdings and the Objecting Party
shall endeavor in good faith to agree upon a mutually acceptable determination
of Fair Market Value of the Securities. Failure by the Objecting Party to
object within such five (5) business day period shall be deemed to be
acceptance of Holdings’ determination of Fair Market Value and a waiver of any
right to object thereto. If, within ten (10) days following delivery of a
notice disputing Holdings’ determination of Fair Market Value, Holdings and the
Objecting Party are not able to agree upon the Fair Market Value of the
Securities, Holdings shall retain a nationally recognized accounting,
investment banking or other firm, reasonably acceptable to the Objecting Party,
experienced in the valuation of assets similar to the Securities, to value the
Securities. The determination of such expert shall be binding upon Holdings and
the Stockholders and the expenses of retaining such expert shall be borne
equally by Holdings and the Objecting Party, provided,


 


6





















 


however, that, within ten (10) days
following delivery of the determination of such expert to Holdings, Holdings
shall have the right to withdraw its offer to repurchase the Securities and
elect not to exercise its rights under this Section 2.3. If Holdings’
offer to repurchase the Securities is not withdrawn as provided above, the
closing of the repurchase by Holdings of the Securities shall take place on the
date specified in the Repurchase Offer Notice, which date shall not be earlier
than ten (10), or later than ninety (90), days following delivery of the
Repurchase Offer Notice, provided, however, that, if the Objecting Party shall
have objected to Holdings’ determination of Fair Market Value of the
Securities, the closing of the repurchase of the Securities shall take place on
a date specified by Holdings that shall be not less than ten (10), nor more
than sixty (60), days following the final determination of such Fair Market
Value, and provided further, however, that, if the closing of the repurchase of
Securities shall be deferred by operation of Section 2.3(c) hereof,
the closing of the repurchase of Securities shall take place on a date
specified by Holdings that shall be not less than ten (10), nor more than sixty
(60), days following the date such deferral terminates.


 


(b)                                 (i)                                     Payment for the Securities repurchased by
Holdings pursuant to this Section 2.3 shall be as follows:


 


(A)                              If the event giving rise to Holdings’ right torepurchase under this Section 2.3
shall be a termination of the Initial
Party’s employment for Cause, payments shall be made in five equal annual payments on the first
through the fifth anniversaries
of the date of the closing of such repurchase (or such shorter period as Holdings may choose and
set forth in the Repurchase Offer
Notice) with interest thereon as set forth in Section 2.3(d) hereof; or


 


7





















 


(B)                                If the event giving rise to Holdings’ right torepurchase under this Section 2.3
shall be anything other than a termination
of the Initial Party’s employment for Cause, payments shall be made in three equal annual payments
on the first, second and third
anniversaries of the date of the closing of such repurchase (or such shorter period as Holdings may choose and setforth in the Repurchase Offer Notice)
with interest thereon as set
forth in Section 2.3(d) hereof;


 


provided, however, that
Holdings shall have the right to prepay any such amounts, in whole or in part,
at any time without penalty or premium.


 


(ii)                                  As used herein “Cause” shall mean:


 


(A)                              any act of fraud, embezzlement, theft or
commission of a crime involving moral turpitude by the Initial Party;


 


(B)                                any breach by the Initial Party of any
material covenant, condition, or agreement in any employment agreement entered
into with Holdings or any subsidiary of Holdings;


 


(C)                                any good faith finding by Holdings (or the
subsidiary of Holdings that employed the Initial Party) that the Initial Party repeatedly
failed to perform the Initial Party’s required duties; provided that Holdings
(or such employing subsidiary) shall have provided the Initial Party with notice of such failure to performand have afforded the Initial Party a
reasonable opportunity to cure
(it being understood that compliance with the notice or cure provisions set forth in any written employment
agreement with the Initial Party
shall


 


8





















 


constitute
reasonable actions on behalf of Holdings (or such employing subsidiary)); or


 


(D)                               any chemical dependency by the Initial Party
(other than in connection with medicines prescribed for the Initial Party).


 


(c)                                  (i)                                     Holdings’ obligation to close the repurchase
of, or make any payments (including any payments of interest) for, the
Securities repurchased pursuant to this Section 2.3 shall be qualified, as
hereinafter provided, in the event of the existence of a Credit Restriction. In
the event of a Credit Restriction, Holdings may, at its option, defer (without
penalty or premium) the closing of the repurchase of the Securities or all or
any portion of any payments otherwise due, until such time as such closing or
payment, in the opinion of the Board of Directors of Holdings (the “Board”) is
no longer subject to such Credit Restriction. The obligation to close the
repurchase of, or make payments for, the Securities repurchased pursuant to
this Section 2.3 shall be tolled during any period of deferral provided for
above, and such repurchase shall be closed or such payments shall (re)commence
following such deferral on the same schedule as provided in Section 2.3(b) hereof
(but with all time frames for payments extended for the period of deferral,
i.e. with no acceleration of payments in respect of payments that were due
during such period of deferral); provided that interest on the purchase price
for the Securities repurchased (or to be repurchased if the closing of the
repurchase is deferred by reason of the Credit Restriction) pursuant to this Section 2.3
shall accrue during such period of deferral at the rate set forth in Section 2.3(d) hereof
and shall be paid as set forth in said Section 2.3(d). If the closing of
the repurchase was deferred by


 


9





















 


reason of the Credit
Restriction, interest shall accrue, as aforesaid, beginning on the 91st day
following delivery of the Repurchase Offer Notice.


 


(ii)                                  As used herein, a “Credit Restriction” shall
be deemed to exist if any provision of any agreement with lenders to Holdings
or holders of debt securities of Holdings (or lenders to, or holders of debt
securities of, any subsidiary of Holdings), (A) restricts or limits
Holdings’ right to effect such repurchase or make any such payment, (B) restricts
or limits the right of Holdings’ subsidiaries to transfer (by way of dividend
or otherwise) to Holdings the funds necessary to make such repurchase or
payment, or (C) provides that the closing of such repurchase or making of
any such payment would (x) restrict the right of Holdings or any of its
subsidiaries to borrow any funds under such agreements, (y) result in a default
thereunder or (z) otherwise result in an adverse affect on Holdings or any of
its subsidiaries under such agreements, in each case as reasonably determined
by the Board, whose determination shall be binding on the parties hereto.


 


(d)                                 Interest on the unpaid portion of the purchase
price for the Securities repurchased pursuant to this Section 2.3 shall
accrue at a variable rate constituting the prime rate published by Holding’s
primary bank lender (from time to time) from the date of the closing of such
repurchase until payment therefor is made. Each payment by Holdings pursuant to
this Section 2.3 shall include all accrued and unpaid interest to the date
of such payment on the then unpaid portion of the purchase price for the
Securities repurchased pursuant to this Section 2.3. Interest accrued
during any period of deferral (pursuant to (c) above) shall be paid as
follows:


 


10





















 


(i)                                     If the closing of the repurchase is deferred,
such accrued interest shall be
added to the purchase price for the Securities otherwise established hereunder, and shall be paid, together withaccrued interest thereon, as set forth
in Section 2.3(b) hereof;


 


(ii)                                  If the closing of the repurchase had
previously taken place, but
payments under Section 2.3(b) hereof are deferred, such accruedinterest shall effectively be
capitalized over the remaining term of repayment set forth in Section 2.3(b) hereof, to be repaid,
together with interest thereon,
in the same fashion as the then balance of the original principal amount. (e) Notwithstanding anything else in
this Agreement to the contrary,


 


Holdings shall have the right
to assign, in whole or in part, to any other party its right to repurchase
Securities under this Section 2.3.


 


2.4                                 Right to Compel Sale.


 


(a)                                  If Hartnett and his Permitted Transferees (the
“Proposed Transferors”), wish to sell all, and not less than all, of the Common
Stock or Derivative Securities then owned by the Proposed Transferors on such
date, to any bona fide independent third party other than an Affiliate or a
Permitted Transferee of such Proposed Transferors (the “Compelled Sale
Purchaser”), and if such Compelled Sale Purchaser requires, as a condition to
acquiring such Common Stock or Derivative Securities upon terms acceptable to
the Proposed Transferors, that the Stockholders sell to such Compelled Sale
Purchaser all, and not less than all, of the Securities, then each Stockholder
shall be obligated to join and fully cooperate in the sale together with the
concurrent sale by the Proposed Transferors (a


 


11





















 


“Compelled Sale”) of all of
its respective Securities to the Compelled Sale Purchaser, subject to the
following:


 


(i)                                     The terms and conditions applicable to the
sale of the Securities shall be
identical to those applicable to the sale of the securities by the Proposed Transferors, including, without limitation,the amount and nature of consideration
and the same representations, indemnities
and the like required of the Proposed Transferors.


 


(ii)                                  Notwithstanding the foregoing, any liability
of any Stockholder in connection
with such sale shall be (A) several and not joint and several, (B) shall be limited to the proceeds actuallyreceived by such Stockholder, and, (C) in
any event except for any liability
occasioned by the specific wrongdoing of any Person, the liability of the Proposed Transferors and the
Stockholders shall be further
limited to damages occasioned by the breach of the representations and warranties made by them
(which, in the case of the Stockholders,
shall only include representations and warranties as to their ownership of the Securities being sold
and other matters specifically
applicable to them and their Securities) and damages arising under any indemnity or escrow
provisions that are limited to their
proportion of the aggregate proceeds received by all of them.


 


(b)                                 The Proposed Transferors shall notify each
Stockholder in writing of a Compelled Sale (a “Compelled Sale Notice”), which
Compelled Sale Notice shall set forth all of the material terms and conditions
of the Compelled Sale, including, without limitation, the proposed amount and
nature of consideration and all other material terms and conditions, including
the date of the proposed Transfer and all applicable representations,
indemnities and other contract provisions. Each Stockholder shall execute and
deliver to the Proposed


 


12





















 


Transferors within five (5) business
days after delivery to such Stockholder for such execution, all documents
required to be executed by such Stockholder in order to consummate such
Compelled Sale, subject to the limitations on liability contained in Section 2.4(a)(ii) hereof.
Further, and in any event, each Stockholder hereby appoints the Secretary of
Holdings as its attorney-in-fact to execute any and all documents and instruments
and take all actions reasonably necessary to Transfer the Securities owned by
such Stockholder in order to effect the terms of this Section 2.4, which
power of attorney may only be exercised if the Compelled Sale complies with all
of the terms of this Section 2.4. It is understood and agreed that the
appointment of the Secretary of Holdings as the attorney-in-fact of each
Stockholder for the purposes set forth above is coupled with an interest and is
irrevocable.


 


(c)                                  Upon consummation of the sale of the
Securities to the Compelled Sale Purchaser pursuant to the Compelled Sale, the
Compelled Sale Purchaser shall (i) notify each Stockholder of such
completion and shall furnish such evidence of said sale (including time of
completion) and of the terms thereof as any of the Stockholders may reasonably
request, and (ii) remit to each Proposed Transferor and each Stockholder
the consideration for the total sales price of Common Stock and Derivative
Securities of such party sold pursuant thereto, against delivery by such party
of such evidences of ownership of such party’s Common Stock and Derivative
Securities as may be requested by the Compelled Sale Purchaser, and the
compliance by such party with any other conditions to closing generally
applicable to all Proposed Transferors and Stockholders.


 


(d)                                 If any Compelled Sale Offer is withdrawn, or
terminated for any reason, prior to consummation, the Proposed Transferors
shall, without prejudice to their (or any


 


13





















 


other Proposed Transferor’s)
rights hereunder to deliver a subsequent Compelled Sale Notice, return to each
Stockholder all documentation which such Stockholder had previously delivered
to the Proposed Transferor in connection with such Compelled Sale Offer.


 


2.5                                 Transfers to Permitted Transferees. (a) Notwithstanding
anything contained in this Article 2 to the contrary, each Stockholder may
Transfer any or all Common Stock or Derivative Securities owned by such Person
to Permitted Transferees of the Initial Party.


 


(b)                                 Any Transfer to a Permitted Transferee
pursuant to Section 2.6(a) hereof, shall be conditioned in each such
case upon any such Transferee first entering into a joinder agreement (a “Joinder
Agreement”), in the form attached hereto as Exhibit A, pursuant to which
such Transferee, and the Common Stock or Derivative Securities acquired, shall
become subject to the terms and conditions of this Agreement, including those
contained in Section 2.5(c) hereof.


 


(c)                                  Upon any Transfer by a Stockholder and the
execution of a Joinder Agreement, each Transferee, and the Securities acquired
by it, shall be subject to all of the limitations and obligations set forth in
this Article 2, and, except as set forth in clause (ii) below, shall
obtain the benefits and rights of a Stockholder hereunder, with respect to the
Securities so acquired, pursuant to this Article 2.


 


(d)                                 In the event that a Stockholder Transfers any
of its Securities hereunder, until notice thereof shall have been delivered by
such Stockholder to Holdings and Hartnett (i) any notices to be given to
such Transferees shall be deemed given if delivered to the Transferor
Stockholder, (ii) a notice from any such Transferee shall be deemed
delivered only if delivered by such Transferor Stockholder, (iii) Holdings
and Hartnett shall be permitted to


 


14





















 


rely upon any notice given by
such Transferor Stockholder as containing the intentions of its Transferees,
and (iv) where applicable, such Transferees shall share any rights
contained in this Agreement as they shall deem appropriate, and as reflected by
any notices provided by such Transferor Stockholder. If the Initial Party
Transfers all of its Securities it may designate, by written notice to Holdings
and all other stockholders, a successor Person to give and accept notices, on
behalf of all Transferees of the Initial Party, as set forth herein.


 


2.6                                 Termination on Initial Public Offering. The
restrictions on Transfer of Common Stock and Derivative Securities and the
other rights, restrictions and obligations contained in this Article 2
shall terminate and be of no further force and effect following an Initial
Public Offering.


 


2.7                                 Transfers Not in Compliance Void. Any
purported Transfer of Securities owned by a Stockholder that is not in
compliance with this Agreement shall be null and void and of no force and
effect whatsoever. Accordingly, such Transfer shall not be reflected on the
books of Holdings and Holdings will not recognize any such proposed transferee
as the holder of any such Securities. 3. TERMINATION; AMENDMENT


 


3.1                                 Termination; Amendment.


 


(a)                                  This Agreement may be terminated and the terms
hereof amended at any time only by the execution of a written instrument signed
on behalf of Holdings, Hartnett and either (i) the Initial Party or (ii) the
Holders of not less than 67% of the aggregate Outstanding Shares held by the
Stockholders.


 


15





















 


(b)                                 In the event of the termination of this
Agreement, this Agreement shall forthwith become void and have no effect,
without any liability on the part of any party hereto or any of their
directors, officers, partners or stockholders.


 


4.                                       MISCELLANEOUS


 


4.1                                 Notices.


 


Any
notice, request, instruction, or other communication to be given hereunder by
any party to another shall be in writing and shall be deemed to have given if
delivered by hand or sent by telecopier (transmission confirmed), certified or
registered mail (return receipt requested), postage prepaid, or by overnight
express service, addressed to the respective party or parties: (i) if to a
Stockholder or successor thereto, at the address for such party in the books
and records of Holdings, (ii) if to Holdings at the following address:


 


	
   

  	
   

  	
  Roller Bearing Holding
  Company, Inc.

  
	
   

  	
   

  	
  60 Round Hill Road

  
	
   

  	
   

  	
  P.O. Box 430

  
	
   

  	
   

  	
  Fairfield, Connecticut 06430-0430

  
	
   

  	
   

  	
  Telecopier: 203-256-0775

  
	
   

  	
   

  	
  Attention: Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
  with a copy (which shall not constitute notice) to:

  	
   

  	
  McDermott, Will &
  Emery

  
	
   

  	
   

  	
  50 Rockefeller Plaza

  
	
   

  	
   

  	
  New York, New York 10020

  
	
   

  	
   

  	
  Telecopier: 212-547-5444

  
	
   

  	
   

  	
  Attention: C. David Goldman, Esq.

  



 


16





















 


and (iii) if to
Hartnett:


 


	
   

  	
   

  	
  Dr. Michael J.
  Hartnett

  
	
   

  	
   

  	
  c/o Roller Bearing Company
  of America, Inc.

  
	
   

  	
   

  	
  60 Round Hill Road

  
	
   

  	
   

  	
  P.O. Box 430

  
	
   

  	
   

  	
  Fairfield, Connecticut 06430-0430

  
	
   

  	
   

  	
  Telecopier: 203-256-0775

  
	
   

  	
   

  	
   

  
	
  with a copy (which shall not constitute notice) to:

  	
   

  	
  McDermott, Will &
  Emery

  
	
   

  	
   

  	
  50 Rockefeller Plaza

  
	
   

  	
   

  	
  New York, New York 10020

  
	
   

  	
   

  	
  Telecopier: 212-547-5444

  
	
   

  	
   

  	
  Attention: C. David Goldman, Esq.

  



 


or to such other address or
addresses as any party may designate to the others by like notice as set forth
above. Any notice given hereunder shall be deemed given and received on the
date of hand delivery or transmission by telecopier, three days after mailing
by certified or registered mail or one day after delivery to an overnight
express service for next day delivery, as the case may be.


 


4.2                                 Entire Agreement. This Agreement contains the
entire agreement between the parties hereto with respect to the subject matter
contemplated hereby.


 


4.3                                 Captions. The captions of the various Articles
and Sections of this Agreement have been inserted only for convenience of
reference and shall not be deemed to modify, explain, enlarge or restrict any
provision of this Agreement or affect the construction hereof.


 


4.4                                 No Third Party Beneficiary. Nothing expressed
or implied in this Agreement is intended, or shall be construed, to confer upon
or give any person other than the parties hereto and their respective heirs,
personal representatives, legal representatives, and successors, any rights or
remedies under or by reason of this Agreement.


 


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4.5                                 Remedies Cumulative. No remedy made available
by any of the provisions of this Agreement is intended to be exclusive of any
other remedy, and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity.


 


4.6                                 Governing Law; Submission to Jurisdiction. (a) THIS
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE
CONFLICTS OF LAWS.


 


(b)                                 The parties hereto hereby agree that any
action, proceeding or claim against it arising out of, or relating in any way
to, this Agreement may be brought and enforced in the courts of the State of
New York or of the United States of America for the Southern District of New
York, and irrevocably submits to such jurisdiction for such purpose. The
parties hereto hereby irrevocably waive any objection to such jurisdiction or
inconvenient forum. Any such process or summons to be served upon any of the
parties hereto (at the option of the party bringing such action, proceeding or
claim) may be served by transmitting a copy thereof, by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 4.1 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the party so served in any action,
proceeding or claim. Nothing herein shall affect the right of any party hereto
to serve process


 


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in any other manner permitted
by law or to commence legal proceedings or otherwise proceed against any other
party in any other jurisdiction.


 


4.7                                 Assignment. Except as otherwise set forth in
this Agreement, neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the
other parties. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.


 


4.8                                 Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be considered one and the same
agreement and shall become effective when a counterpart has been signed by each
of the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement
as of the date set forth above.


 


	
   

  	
   

  	
  ROLLER BEARING HOLDING
  COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dr. Michael J. Hartnett

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


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