RBC Bearings Inc. (the “Company”)


 


Executive Compensation Clawback Policy


 


Adopted July 24, 2013


 


Restatement; Formation of Committee


 


In the event of a restatement of the Company’s financial
results (other than a restatement caused by a change in applicable accounting rules or interpretations), the result of which is
that any performance-based compensation paid would have been a lower amount had it been calculated based on such restated results,
a committee consisting of the non-management members of the Board of Directors (the “Independent Director Committee”)
shall review such performance-based compensation.


 


Committee Determination; Compensation Subject to Recovery


 


If the Independent Director Committee determines that


 


		·	the
amount of any such performance-based compensation actually paid or awarded to an Executive Officer (the “Awarded Compensation”)
would have been a lower amount had it been calculated based on such restated financial statements (the “Actual Compensation”),





and 



such Executive Officer engaged in fraud or intentional illegal conduct which materially contributed to the need for such restatement,


 


then the Independent Director Committee shall, except as provided
below, seek to recover from that Executive Officer for the benefit of the Company the after-tax portion of the difference between
the Awarded Compensation and the Actual Compensation (such difference, the “Excess Compensation”).


 


In determining the after-tax portion of the Excess Compensation,
the Independent Director Committee shall take into account its good faith estimate of the value of any tax deduction available
to the Executive Officer in respect of such repayment.


 


Exceptions


 


The Independent Director Committee shall not seek recovery to
the extent it determines (i) that to do so would be unreasonable or (ii) that it would be better for the Company not to do so.
In making such determination, the Independent Director Committee shall take into account such considerations as it deems appropriate,
including, without limitation, (A) the likelihood of success under governing law versus the cost and effort involved, (B) whether
the assertion of a claim may prejudice the interests of the Company, including in any related proceeding or investigation, (C)
the passage of time since the occurrence of the act in respect of the applicable fraud or intentional illegal conduct and (D) any
pending legal proceeding relating to the applicable fraud or intentional illegal conduct.


 






    	 



    	 



    

  


Due Process Rights


 


Before the Independent Director Committee determines to seek
recovery pursuant to this policy, it shall provide to the applicable Executive Officer written notice and the opportunity to be
heard, at a meeting of the Independent Director Committee (which may be in-person or telephonic, as determined by the Independent
Director Committee).


 


Manner of Repayment


 


If the Independent Director Committee determines to seek a recovery
pursuant to this policy, it shall make a written demand for repayment from the Executive Officer and, if the Executive Officer
does not within a reasonable period tender repayment in response to such demand, and the Independent Director Committee determines
that he or she is unlikely to do so, the Independent Director Committee may seek a court order against the Executive Officer for
such repayment.


 


Definitions


 


For the purposes of this policy, (i) the term “Executive
officer” means those officers of the that are subject to the Securities Exchange Commission Section 16 reporting and (ii)
the term “performance-based compensation” means all incentive bonuses and other incentive and equity compensation awarded
to each of the Company’s Executive Officers, the amount, payment and/or vesting of which was calculated based wholly or in
part on the application of objective performance criteria measured during any part of the period covered by the restatement.