Document

International Version



REGAL REXNORD CORPORATION -- 2018 EQUITY INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD


Replacement to Rexnord Option Award




[Name]
[Address]


Dear ___________:


You have been granted options (the “Options”) to purchase shares of common stock of Regal Rexnord  Corporation (f/k/a Regal Beloit Corporation) (the “Company”) under the Regal Rexnord Corporation 2018 Equity Incentive Plan (the “Plan”), having the following terms and conditions.   This Award replaces your outstanding Rexnord Corporation (“Rexnord”) stock option award (the “Prior Award”) as required by the Employee Matters Agreement entered into by and between the Company and Rexnord in connection with the merger of a portion of Rexnord’s business with a Subsidiary of the Company.  


Please note that: (1) the Grant Date below reflects the date that the Company issued this replacement Award and not the original grant date of the Prior Award, and (2) the number of Options below is the original number from the Prior Award (as adjusted to reflect conversion to Company Shares).  You may have already exercised some of the Options under the Prior Award.  To see the current number of Options that are exercisable, please review your on-line account provided by the Company’s designated stock plan administrator.  


For purposes of this Award, “Employer” means the Company or any Affiliate that employs you on the applicable date.


						
	Grant Date:	__________, 20____
	Expiration Date:	mm/dd/yyyy
	Number of Options:	__________________
	Exercise Price Per Share:	U.S. $_____________
	Vesting:	Your Options will vest and become exercisable as follows, provided that you are employed by the Employer on the applicable vesting date:


[insert vesting schedule]

	Exercise:	You may exercise your Options only to the extent vested and only if they have not terminated.  Options may not be exercised after the expiration date set forth above, or the earlier date that they terminate in connection with your termination of service, as set forth below. In addition, your ability to exercise your Options may be restricted by the Company if required by applicable law.  


You may exercise your Options by completing your transaction on-line using the account provided by the Company’s designated stock plan administrator.  However, Options will not be exercised until you have satisfied all applicable withholding taxes due as a result of the exercise.


Notwithstanding the foregoing, if you reside in a country where local foreign exchange rules and regulations either preclude the remittance of currency out of the country for purposes of paying the purchase price, or requires the Company, the Employer and/or you to secure any legal or regulatory approvals, complete any legal or regulatory filings, or undertake any additional steps for remitting currency outside of the country, then the Administrator may restrict the method of exercise to a form of cashless exercise or such other form(s) of exercise that it determines in its sole discretion.  In addition, the Company may require you to sell any Shares acquired under the Plan at such times as may be required to comply with any local legal or regulatory requirements (in which case, this Award Agreement shall give the Administrator the authority to issue sales instructions on your behalf).



4820-0200-2168.3






						
	Termination of Service:	Upon termination of your employment for any reason, any unvested Options will be forfeited.  


Your vested Options will be treated according to the following rules upon termination:


Death or Disability.  If your service with the Company terminates due to your death or Disability, then you may exercise your Options, to the extent vested, for up to 12 months after your termination date.  If someone else wants to exercise your Options after your death, that person must contact the Company and prove to the Company’s satisfaction that he or she is entitled to do so.  


For Cause Termination.  All of your Options will be terminated immediately if the Company or an Affiliate terminates your employment or service for Cause, or if your employment or service is terminated at a time when you could be terminated for Cause.  In addition, if you are not terminated for Cause but the Administrator later determines that you could have been terminated for Cause if all facts had been known at that time, your Options will terminate immediately on the date of such determination.  If you have submitted a notice of exercise while the Administrator is considering whether you should be (or could have been) terminated for Cause, your exercise will be suspended pending such determination.  If it is determined that you are (or could have been) terminated for Cause, your Options will terminate and your notice of exercise will be rescinded. 


All Other Terminations.  If your service with the Company and its Affiliates terminates for any reason other than by the Company for Cause or due to your death or Disability, then you may exercise your Options, to the extent vested, for up to 90 days after your termination date. 


Notwithstanding anything in this agreement or the Plan to the contrary, and for purposes of clarity, unless otherwise determined by the Administrator in its sole discretion, any termination of employment shall be effective as of the date your active employment ceases and shall not be extended by any statutory or common law notice of termination period.  


For clarity, the foregoing provisions supersede Sections 13(a) through (e) of the Plan.

	Change of Control:	Upon a Change of Control, this Award will be treated as provided in Appendix A to the Plan.
	Transferability of Shares:	By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
	Transferability of Award:	Except as otherwise provided in the Plan, you may not assign, alienate, sell or transfer your Options for any reason, other than under your will or as required by the laws of descent and distribution.  Your Options also may not be pledged, attached, or otherwise encumbered.  Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of your Options in violation of its terms shall be null and void and unenforceable against the Company or any Affiliate.
	Responsibility for Taxes:	Regardless of any action the Company and/or the Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any.  Furthermore, the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including the grant, vesting, and exercise of this Award and the subsequent sale of any Shares acquired pursuant to this Award; and (ii) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate your liability for Tax-Related Items.  Further, if you become subject to taxation in more than one country between the date this Award is granted and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country.



2
4820-0200-2168.3






						
	Tax Withholding:	•Prior to the delivery of any Shares upon exercise of this Award, if your country of residence, country of employment, or any other country requires the withholding of Tax-Related Items, then you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any wages or other cash compensation paid to you by the Company and/or the Employer.  Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable whole Shares having an aggregate Fair Market Value equal to the aggregate Tax-Related Items required to be withheld, determined as of the date the obligation to withhold or pay taxes arises in connection with the Option; (b) withholding from the proceeds of the sale of Shares acquired upon exercise of the Option an amount equal to the aggregate Tax-Related items required to be withheld; or (c) requiring you (or your personal representative or beneficiary, as the case may be) to pay the aggregate Tax-Related items required to be withheld to the Company or the Employer in cash.  


•If the obligation for Tax-Related Items is satisfied by withholding a whole number of Shares  as described herein, you shall be deemed to have been issued the full number of Shares subject to the exercised Options, notwithstanding that a number of the Shares  are held back solely for the purpose of paying the Tax-Related Items due as a result of the exercise of the Options.


•In the event the withholding requirements are not satisfied, no Shares  will be issued to you (or your personal representative or beneficiary, as the case may be) upon exercise unless and until satisfactory arrangements (as determined by the Administrator) have been made by you with respect to the payment of any Tax-Related Items that the Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to this Award.  By accepting this Award, you expressly consent to the withholding of Shares  and/or cash as provided for hereunder.  All other Tax-Related Items related to this Award and the Shares received hereunder are your sole responsibility.

	Restrictive Covenants:	By accepting this Award, you agree to the restrictive covenants and other provisions contained in the Appendix hereto.


3
4820-0200-2168.3






						
	Country-Specific Addendum:	Notwithstanding any provision of this Award to the contrary, your Options shall be subject to such special terms and conditions for your country or jurisdiction of residence (and country or jurisdiction of employment, if different), as the Administrator may determine in its sole discretion and which shall be set forth in an addendum to this Agreement (“Addendum”).  Further, if you transfer your residence and/or employment to another country or jurisdiction reflected in an Addendum, any special terms and conditions for such country or jurisdiction will apply to you to the extent the Administrator determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and/or regulations or to facilitate the operation and administration of this Award and the Plan (or the Administrator may establish additional special terms and conditions as may be necessary or advisable to accommodate your transfer).  In all circumstances, any applicable Addendum shall constitute part of this Award.


4
4820-0200-2168.3






						
	Nature of Grant; Award Value:	By accepting this Award, you acknowledge and agree that:


•the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time (subject to any limitations set forth in the Plan);


•any modification, amendment, suspension or termination of the Plan shall not constitute a change or impairment of the terms and conditions of employment with the Employer;


•the grant of this Award is a one-time benefit that is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options or other awards have been granted in the past;


•all decisions with respect to future awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the number of awards granted and the vesting conditions;


•your participation in the Plan is voluntary;


•the grant of this Award does not create a right to employment and shall not be interpreted as forming an employment contract with the Employer and shall not interfere with, or restrict in any way, the rights of the Employer, which are hereby expressly reserved, to discharge you at any time for any reason whatsoever, with or without Cause (as permitted by law), unless otherwise provided an employment agreement, if any, between you and the Employer that is approved by the Board;


•unless otherwise agreed with the Company, the Option and any Shares acquired upon exercise of the Option, and the income from and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Subsidiary or Affiliate;


•the Option and any Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any Affiliates thereof;


•the future value of the Shares is unknown, indeterminable, and cannot be predicted with certainty, and if the underlying Shares do not increase in value, then the Option will have no value;


•no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from termination of your employment (for any reason whatsoever and whether or not in breach of local labor laws or later found invalid) and, in consideration of the Option, you agree not to institute any claim against the Company or the Employer;


•this Award does not create any entitlement not otherwise specifically provided for herein, in the Plan or provided by the Company in its discretion, to have the Option or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;


•neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Option and the Shares issued thereunder; and


•you will have no entitlement to compensation or damages from the loss or diminution in value of your Options or from your forfeiture of any Options (whether or not as a result of termination of employment and whether or not the termination is in breach of contract or otherwise), and by accepting this Award, you irrevocably release the Company and the Employer from any such claim that may arise.



5
4820-0200-2168.3






						
	Conformity to Securities Laws:	You acknowledge that the Plan is intended to conform to the extent necessary with all provisions of the U.S. Securities Act and the Exchange Act and any and all regulations and rules promulgated thereunder by the U.S. Securities and Exchange Commission, including without limitation, Rule 16b-3.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Options are granted, 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 Award shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
	Private Placement:	If you reside or are employed outside of the United States, then the grant of this Award is not intended to be a public offering of securities in your country of residence or employment.  The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of this Award is not subject to the supervision of the local securities authorities.  No employee of the Company or any Affiliate is permitted to advise you on whether you should acquire Shares under this Award.  Before deciding to exercise this Award, you should carefully consider all risk factors relevant to the acquisition of the Shares and carefully review all of the materials related to this Award and the Plan and consult with your personal advisor for professional investment advice.
	Insider Trading:	You acknowledge that, based on your or the broker’s country of residence or where the Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws that may affect your ability to accept, acquire, sell or otherwise dispose of Shares (or rights related to such Shares) during such times that you are considered to have “inside information” regarding the Company as defined in the laws or regulations in the applicable country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) ”tipping” third parties (which may include fellow employees) or causing them otherwise to buy or sell securities.  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. You acknowledge that it is your responsibility to comply with any restrictions and are advised to speak to your personal legal advisor on this matter.
	Electronic Delivery:	The Company may, in its sole discretion, decide to deliver any documents related to this Award or other awards granted to you under the Plan by electronic means,  By accepting this Award, you consent to receive any such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.


6
4820-0200-2168.3






						
	English Language:	If you are resident and/or employed outside of the United States, you acknowledge and agree that it is your express intent that the Award (including any applicable Addendum), the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to this Award, be drawn up in English.  If you received the Award, the Plan or any other documents related to this Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
	Consent to Collection, Processing and Transfer of Personal Data:	The Company and Employer hereby notify you of the following in relation to your Personal Data (as defined below) and the collection, processing and transfer of such Personal Data in relation to the grant of the Options and your participation in the Plan pursuant to applicable personal data protection laws.  The collection, processing and transfer of your Personal Data (as defined below) is necessary for the Company’s administration of the Plan and this Award, and your denial and/or objection to the collection, processing and transfer of Personal Data may affect your ability to participate in the Plan.  As such, by accepting this Award, you voluntarily acknowledge, consent and agree (where required under applicable law) to the collection, use, processing and transfer of Personal Data as described herein.


The Company and the Employer collect, process, use and hold certain personal information, including, but not limited to, your name, home address, telephone number, email address, date of birth, social security, passport, or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Awards or other entitlements to Shares (including cancelled Awards) for purposes of managing and administering the Plan (“Personal Data”).  The Personal Data may be provided by you or collected, where lawful, from third parties, the Company  and the Employer. The Company, 200 State Street, Beloit, Wisconsin USA 53511, and the Employer will act as data controller/owner of the Personal Data and will process the Personal Data for the exclusive purpose of implementing, administering and managing your participation in the Plan.  The data processing will take place through electric and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Personal Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in your country of residence. Personal Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Personal Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and your participation in the Plan.  


The Company and the Employer will transfer Personal Data as necessary for the purpose of implementation, administration and management of your participation in the Plan, and the Company and the Employer each may further transfer Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. By accepting this Award, you authorize (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Personal Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf to a broker or other third party with whom you may elect to deposit any Shares acquired pursuant to the Plan. When transferring Personal Data to these potential recipients, the Company and the Employer will provide appropriate safeguards in accordance with the EU standard contractual clauses, the EU-U.S. Privacy Shield, or another legally binding and permissible arrangement in the EU or the country where you reside. 


To the extent provided by local law, you may, at any time, have the right to request: access to Personal Data, rectification of Personal Data, erasure of Personal Data, restriction of processing of Personal Data, and portability of Personal Data. You may have the right to object, on grounds related to a particular situation, to the processing of Personal Data, as well as to refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant to you Awards or administer or maintain outstanding Awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you should contact your local human resources representative.



7
4820-0200-2168.3






						
	Compliance with the Law:	If you are resident or employed outside of the United States, you agree to repatriate all payments attributable to the Shares  and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different).  In addition, you agree to take any and all actions, and consents to any and all actions taken by the Company and the Company’s Subsidiaries and Affiliates, as may be required to allow the Company and the Company’s Subsidiaries and Affiliates to comply with local laws, rules and/or regulations in your country of residence (and country of employment, if different).  Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).
	Miscellaneous:	•The Company reserves the right to impose other requirements on this Award, any Shares  issued pursuant to the exercise of this Award, and your participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of this Award and the Plan.  Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
•As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive.
•As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award, and any Shares issued or cash paid pursuant to this Award, shall be subject to (A) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time (to the extent contemplated by such policies) and (B) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to time (to the extent contemplated by such requirements).
•In general, this Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment.  Notwithstanding the foregoing, this Award may be amended or terminated by the Administrator or the Company without your consent in accordance with the provisions of the Plan.
•The failure of the Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof.
•This Award shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives.
•This Award may be executed in counterparts.

	Prospectus Delivery/Access:	•By accepting this Award you acknowledge that a prospectus for the Plan, along with a copy of the Plan and the Company’s most recent Annual Report to Shareholders, has been made available to you electronically via the Company’s designated stock plan administrator’s web portal.
•A paper copy of the prospectus for the Plan is also available to participants upon request.



8
4820-0200-2168.3






This Award is granted under and governed by the terms and conditions of the Plan.  Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.  


BY ACCEPTING THIS NON-QUALIFIED STOCK OPTION AWARD THROUGH THE COMPANY’S ON-LINE GRANT PROCESS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THE PROVISIONS OF THIS AWARD, INCLUDING THE RESTRICTIVE COVENANTS APPENDIX, AND THE PLAN.


REGAL REXNORD CORPORATION




By:         
Name:     Louis V. Pinkham            
Title:    Chief Executive Officer


9
4820-0200-2168.3






 
APPENDIX
RESTRICTIVE COVENANTS


Reasonableness of Restrictions
You acknowledge that you have had and will continue to have access to Confidential Information (as defined in the section entitled “Non-Disclosure of Confidential Information” below), that such Confidential Information is of economic value to the Company and its Affiliates, that such Confidential Information would be of value to a competitor of the Company and/or one of its Affiliates in competing against the Company and/or one of its Affiliates, and that it would be unfair for you to exploit such Confidential Information for your personal benefit or for the benefit of a competitor.  You further acknowledge that you have had and/or will have an opportunity to learn about, and develop relationships with, customers of the Company and/or its Affiliates and that the Company and its Affiliates have a legitimate interest in protecting relationships with such customers, and that it would be unfair for you to exploit information that you have learned about such customers and relationships which you have developed with such customers for your personal benefit or for the benefit of a competitor. You further acknowledge that the Company and its Affiliates currently market and sell products and services to customers throughout the world  and that your job duties have included and/or will include contact with products that are marketed throughout the world and that the Confidential Information to which you have had and/or and will have access to, and your customer knowledge and contacts and relationships, would be of value to a competitor in competing against the Employer anywhere in the country in which you are employed. Accordingly, you acknowledge that the protections provided to the Company and its Affiliates in this Appendix are reasonable and necessary to protect the legitimate interests of the Company and its Affiliates and that abiding by your obligations under this Appendix will not impose an undue hardship on you. 


Restricted Services Obligation
For a period of two years following the end, for whatever reason, of your employment or service with the Employer, you agree not to directly or indirectly provide Restricted Services to any Competitor respecting its operations in the country in which you are employed. “Restricted Services” means services of any kind or character comparable to those that you provided to the Employer during the one year period preceding the end of your employment or service with the Employer.  “Competitor” means any business located in the country in which you are employed which is engaged in the development and/or sale of any product line that is substantially similar to a product line sold by the Company or any of its Affiliates in the country in which you are employed for which the you had direct managerial responsibility during the last year of the term of your employment or service with the Company or any of its Affiliates in the country in which you are employed. 


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


Non-Solicitation of Employees
During the term of your employment or service with the Employer and for a period of one year thereafter, you shall not directly or indirectly encourage any employee of the Company or any of its Affiliates in the country in which you are employed and with whom you worked to terminate his or her employment with the Company or any such Affiliate or solicit such an individual for employment outside the Employer in a manner which would end or diminish that employee’s services to the Employer. 


Non-Disparagement 
10
4820-0200-2168.3






During the term of your employment or service with the Employer and thereafter in perpetuity, you shall not knowingly disparage, criticize, or otherwise make derogatory statements regarding the Company or any of its Affiliates, successors, directors, officers, customers or suppliers.  The restrictions of this paragraph shall not apply to any statements that are made truthfully in response to a subpoena or other compulsory legal process.


Non-Disclosure of Confidential Information
You shall maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose, publish or otherwise misappropriate, or use for your benefit or the benefit of any Person, or deliver to any Person any Confidential Information (as defined herein) or trade secrets of the Company.  “Confidential Information” means any document, record, notebook, computer program or similar repository of or containing, any confidential or proprietary information or trade secrets of or relating to the Employer, including, without limitation, information with respect to the Company’s or any of its Affiliate’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment.  Confidential Information shall be defined to exclude information which is or becomes public knowledge through no fault of yours, or which was known to you before the start of your earliest relationship with the Employer, or which is otherwise not subject to protection under applicable law.  Your obligations under this paragraph shall apply for so long as you continue in the employment of the Employer and for two years following the termination of such employment, for whatever reason, as to any Confidential Information that does not constitute a trade secret under applicable law.  As to any Confidential Information that does constitute a trade secret under applicable law, you agree that your obligations under this paragraph shall apply for so long as the item qualifies as a trade secret.
You are advised that you may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and provided that such disclosure is solely for the purpose of reporting or investigating a suspected violation of the law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, provided that such filing is made under seal.  Additionally, in the event you file a lawsuit against the Company for retaliation by the Company against you for reporting a suspected violation of law, you have the right to provide trade secret information to your attorney and use the trade secret information in the court proceeding, although you must file any document containing the trade secret under seal and may do not disclose the trade secret, except pursuant to court order.  




Return of Company Property
All correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s or any of its Affiliates’ customers, business plans, marketing strategies, products or processes, whether confidential or not, is the property of the Company (the “Company Property”).  Accordingly, upon your termination of employment for any reason, you shall promptly deliver to the Company all such Company Property, including any and all copies of any such Company Property, and shall not make any notes of or relating to any information contained in such Company Property.  You may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, and 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.


Injunctive Relief
You hereby acknowledge that a breach of the covenants contained in this Appendix will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate.  Accordingly, you hereby agree that, in the event of any actual or threatened breach of any of the covenants contained in this Appendix, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.  In addition, should the Company prevail in obtaining legal relief against you as related to a breach of the covenants 
11
4820-0200-2168.3






contained in this Appendix, you shall indemnify the Company for reasonable costs and expenses, including, but not limited, to court costs and reasonable attorneys’ fees that the Company incurred pursuant to the enforcement of this Appendix.


Other Obligations
The obligations and restrictions set forth in this Appendix are in addition to and not in lieu of any obligations or restrictions imposed on you under any other agreement or any law or statute including, but not limited to, any obligations you may owe under any law governing trade sections, any common law duty of loyalty, or any fiduciary duty.  No time or geographic restriction provided above shall affect the availability or scope of protection afforded to the Company’s trade secrets. 


12
4820-0200-2168.3






ADDENDUM 
The Options are subject to the following additional terms and conditions as set forth in this addendum (the “Addendum”).  All defined terms contained in this Addendum shall have the same meaning as set forth in the Plan and the Award.  Pursuant to the section of the Award entitled “Country-Specific Addendum”, if you relocate your residency or employment to another country or jurisdiction reflected in the Addendum, the additional terms and conditions for such country or jurisdiction (if any) shall also apply to the Options to the extent the Administrator determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations, or to facilitate the operation and administration of the Options and the Plan (or the Administrator may establish additional special terms and conditions as may be necessary or advisable to accommodate your transfer).
EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) AND THE UNITED KINGDOM


Data Privacy. The following provision replaces the section of the Award entitled “Consent to Collection, Processing and Transfer of Personal Data for Grantees Located Outside of the United States” in its entirety:
The Company, with its registered address at 200 State Street, Beloit, Wisconsin USA 53511, is the controller responsible for the processing of your personal data by the Company and the third parties noted below.


(a)Data Collection and Usage. Pursuant to applicable data protection laws, you are hereby notified that the Company collects, processes and uses certain personally-identifiable information about you for the legitimate purpose of implementing, administering and managing the Plan and generally administering equity awards; specifically, including your name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any Shares  or directorships held in the Company, and details of all Options, any other entitlement to Shares  awarded, canceled, exercised, vested, or outstanding in your favor, which the Company receives from you or the Employer (“Personal Data”). In granting the Options under the Plan, the Company will collect, process, use, disclose and transfer (collectively, “Process”) Personal Data for purposes of allocating Shares  and implementing, administering and managing the Plan. The Company’s legal basis for the Processing of Personal Data is the Company’s legitimate business interests of managing the Plan, administering equity awards and complying with its contractual and statutory obligations, as well as the necessity of the Processing for the Company to perform its contractual obligations under the Award and the Plan. Your refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan. As such, by accepting the Options, you voluntarily acknowledge the Processing of your Personal Data as described herein. 


(b)Stock Plan Administration Service Provider. The Company transfers Personal Data to UBS and Certent, both of which are independent service providers based, in relevant part, in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Personal Data with another company that serves in a similar manner. The Processing of Personal Data will take place through both electronic and non-electronic means. Personal Data will only be accessible by those individuals requiring access to it for purposes of implementing, administering and operating the Plan. When receiving your Personal Data, UBS and Certent provide appropriate safeguards in accordance with the EU Standard Contractual Clauses. By accepting the Options, you understand that the service provider will Process your Personal Data for the purposes of implementing, administering and managing your participation in the Plan.  


(c)International Data Transfers to the Company. The Company is based in the United States, which means it will be necessary for Personal Data to be transferred to, and Processed in the United States. When transferring your Personal Data to the United States, the 
13
4820-0200-2168.3






Company provides appropriate safeguards in accordance with the EU Standard Contractual Clauses, and other appropriate cross-border transfer solutions. You may request a copy of the appropriate safeguards with UBS or Certent or the Company by contacting his or her local human resources department.


(d)Data Retention. The Company will use Personal Data only as long as is necessary to implement, administer and manage your participation in the Plan or as required to comply with legal or regulatory obligations, including tax and securities laws. When the Company no longer needs Personal Data, the Company will remove it from its systems. If the Company keeps Personal Data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.


(e)Data Subject Rights. To the extent provided by law, you have the right to (i) subject to certain exceptions, request access or copies of Personal Data the Company Processes, (ii) request rectification of incorrect Personal Data, (iii) request deletion of Personal Data, (iv) place restrictions on Processing of Personal Data, (v) lodge complaints with competent authorities in your country, and/or (vi) request a list with the names and addresses of any potential recipients of Personal Data. To receive clarification regarding your rights or to exercise your rights, you may contact your local human resources department. You also have the right to object, on grounds related to a particular situation, to the Processing of Personal Data, as well as opt-out of the Plan herein, in any case without cost, by contacting your local human resources department in writing. Your provision of Personal Data is a contractual requirement. You  understand, however, that the only consequence of refusing to provide Personal Data is that the Company may not be able to grant or administer Options under the Plan, or grant other equity awards or administer or maintain such awards. For more information on the consequences of the refusal to provide Personal Data, you may contact your  local human resources department in writing. You may also have the right to lodge a complaint with the relevant data protection supervisory authority.


AUSTRALIA 
1.    Breach of Law.  Notwithstanding anything to the contrary in the Agreement or the Plan, you will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits.
2.    Tax Information.  The Plan is a program to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in that Act).
BRAZIL
Labor Law Acknowledgment. You  agree that (i) the benefits provided under the Agreement and the Plan are the result of commercial transactions unrelated to your employment; (ii) the Agreement and the Plan are not a part of the terms and conditions of your employment; and (iii) the income from the Options, if any, is not part of your remuneration from employment.
CANADA
1.Option Exercise Procedures.  No Payment with Shares of Common Stock.  Notwithstanding any provision in the Agreement or the Plan, if the Optionee is resident in Canada, the Optionee may not pay the purchase price for the shares of Common Stock for which the Option is being exercised or any Tax-Related Items by tendering shares of Common Stock already owned by the Optionee.


2.Resale Restriction.  You are  permitted to sell Shares  acquired upon exercise of the Options through the designated broker appointed under the Plan, provided the resale of Shares  
14
4820-0200-2168.3






acquired under the Plan takes place outside of Canada through the facilities of the stock exchange on which the shares are listed.  The Shares  are currently listed on the New York Stock Exchange.


3.Use of English Language.  You acknowledge and agree that it is your express wish that this Award, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.  Vous reconnaissez et consentez que c’est votre souhait exprès qui cet accord, de meme que tous documents, toutes notifications et tous procédés légaux est entré dans, donné ou instituté conformément ci-annexé ou relatant directement ou indirectement ci-annexé, est formulé dans l’anglais.


DENMARK


    Danish Stock Option Act. The Danish Act on the Use of Rights to Purchase or Subscribe for Shares etc. in Employment Relationships (the “Stock Option Act”) applies only to “Employees” as defined in the Stock Option Act and is not applicable to members of a Danish company’s registered management. If the Stock Option Act applies, you acknowledge receipt of an “employer information statement” in Danish, which is being provided to comply with the Stock Option Act.


INDIA


1.Mandatory Cashless Sell-All Exercise.  Unless and until the Administrator determines otherwise, the method of exercise of the Option shall be limited to mandatory cashless, sell-all exercise.
2.Repatriation Requirements.  You agree to repatriate all sales proceeds and dividends attributable to Shares  acquired under the Plan in accordance with local foreign exchange rules and regulations.  Neither the Company nor any of its Subsidiaries shall be liable for any fines or penalties resulting from your failure to comply with applicable laws, rules or regulations.
ITALY


    Mandatory Cashless Sell-All Exercise.  Unless and until the Administrator determines otherwise, the method of exercise of the Option shall be limited to mandatory cashless, sell-all exercise.
MEXICO


1.    Commercial Relationship.  You expressly recognize that your participation in the Plan and the Company’s grant of Options does not constitute an employment relationship between you and the Company.  You have been granted the Options as a consequence of the commercial relationship between the Company and the Company’s Subsidiary in Mexico that employs you, and the Company’s Subsidiary in Mexico is your sole employer.  Based on the foregoing, (a) you  expressly recognize the Plan and the benefits you may derive from your participation in the Plan does not establish any rights between you and the Company’s Subsidiary in Mexico that employs you, (b) the Plan and the benefits you may derive from your participation in the Plan are not part of the employment conditions and/or benefits provided by the Company’s Subsidiary in Mexico that employs you, and (c) any modifications or amendments of the Plan by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of your employment with the Company’s Subsidiary in Mexico that employs you.
2.    Extraordinary Item of Compensation.  You expressly recognize and acknowledge that your participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as your free and voluntary decision to participate in the Plan in accordance with the terms and conditions of the Plan, the Award and this Addendum.  As such, you acknowledge and agree that the Company may, in its sole discretion, amend and/or discontinue your participation in the Plan at any time and without any liability.  The value of the Options is an extraordinary item of compensation outside the scope of your employment contract, if any.  The Options are not part of your regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the Company’s Subsidiary in Mexico that employs you.
15
4820-0200-2168.3






NETHERLANDS
Waiver of Termination Rights.  You waive any and all rights to compensation or damages as a result of any termination of employment for any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the Plan, or (b) you ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination.
SINGAPORE
Qualifying Person Exemption.  The grant of Options under the Plan is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (the “SFA”).  The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore and is not regulated by any financial supervisory authority pursuant to any legislation in Singapore.  Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply.  You should note that, as a result, the Options are subject to section 257 of the SFA and you will not be able to make: (a) any subsequent sale of the Shares  underlying the Options in Singapore; or (b) any offer of such subsequent sale of the Shares  subject to the Options in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.
SPAIN
Acknowledgement of Discretionary Nature of the Plan; No Vested Rights.  By accepting this Award, you consent to participation in the Plan and receipt of a copy of the Plan.


You understand that the Company has unilaterally, gratuitously and in its sole discretion granted Options under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world.  The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Subsidiaries on an ongoing basis.  Consequently, you understand that the Options are granted on the assumption and condition that the Options and the Shares acquired upon exercise of the Options shall not become a part of any employment contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.  In addition, you understand that this grant would not be made but for the assumptions and conditions referenced above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason the award shall be null and void.


You understand and agree that, as a condition of the grant of the Award, any Options that are unvested as of the date you cease active employment, and any vested Options not exercised within the post-termination exercise period, will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination.  You acknowledge that you have read and specifically accept the conditions referred to in the Agreement regarding the impact of a termination on your Options.
UNITED KINGDOM


1.    Income Tax and Social Insurance Contribution Withholding.  Without limitation to the section of the Award entitled “Responsibility for Taxes”, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority).  You also hereby agree to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold on your behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).
16
4820-0200-2168.3






Notwithstanding the foregoing, if you are a director or executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that you are a director or executive officer and income tax due is not collected from or paid by you within 90 days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You acknowledge that you ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit, which the Company and/or the Employer may recover from you at any time thereafter by any of the means referred to in Article III of this Agreement. 
2.    Exclusion of Claim.  You acknowledge and agree that you shall have no entitlement to compensation or damages insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to the Options, whether or not as a result of a termination of employment (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Options.  Upon the grant of the Options, you shall be deemed irrevocably to have waived any such entitlement.




17
4820-0200-2168.3