LOCATION THAT IS
IN EXCESS OF 50 MILES FROM THE EXECUTIVE'S CURRENT PLACE OF BUSINESS OR (III)
THE COMPANY REQUIRING THE EXECUTIVE TO RELOCATE THE EXECUTIVE'S PRINCIPAL
RESIDENCE TO A LOCATION THAT IS CLOSER TO THE EXECUTIVE'S PRINCIPAL PLACE OF
BUSINESS; PROVIDED, HOWEVER, THAT THE EXECUTIVE PROVIDED THE COMPANY WITH AT
LEAST 30 DAYS PRIOR WRITTEN NOTICE OF HIS INTENT TO RESIGN FOR GOOD REASON AND
THE COMPANY HAS NOT REMEDIED THE ALLEGED VIOLATION(S) WITHIN THE 30-DAY PERIOD.
4.
ASSIGNMENT.
THIS AGREEMENT WILL BE BINDING UPON AND INURE TO THE BENEFIT
OF (A) THE HEIRS, EXECUTORS, AND LEGAL REPRESENTATIVES OF EXECUTIVE UPON
EXECUTIVE'S DEATH, AND (B) ANY SUCCESSOR OF THE COMPANY.
ANY SUCH SUCCESSOR OF
THE COMPANY WILL BE DEEMED SUBSTITUTED FOR THE COMPANY UNDER THE TERMS OF THIS
AGREEMENT FOR ALL PURPOSES.
FOR THIS PURPOSE, "SUCCESSOR" MEANS ANY PERSON,
FIRM, CORPORATION, OR OTHER BUSINESS ENTITY WHICH AT ANY TIME, WHETHER BY
PURCHASE, MERGER, OR OTHERWISE, DIRECTLY OR INDIRECTLY ACQUIRES ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS OF THE COMPANY.
NONE OF THE RIGHTS
OF EXECUTIVE TO RECEIVE ANY FORM OF COMPENSATION PAYABLE PURSUANT TO THIS
AGREEMENT MAY BE ASSIGNED OR TRANSFERRED EXCEPT BY WILL OR THE LAWS OF DESCENT
AND DISTRIBUTION.
ANY OTHER ATTEMPTED ASSIGNMENT, TRANSFER, CONVEYANCE, OR
OTHER DISPOSITION OF EXECUTIVE'S RIGHT TO COMPENSATION OR OTHER BENEFITS WILL BE
NULL AND VOID.
5.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS, AND OTHER COMMUNICATIONS CALLED
FOR HEREUNDER WILL BE IN WRITING AND WILL BE DEEMED GIVEN (A) ON THE DATE OF
DELIVERY IF DELIVERED PERSONALLY, (B) ONE DAY AFTER BEING SENT OVERNIGHT BY A
WELL ESTABLISHED COMMERCIAL OVERNIGHT SERVICE, OR (C) FOUR DAYS AFTER BEING
MAILED BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, PREPAID AND
ADDRESSED TO THE PARTIES OR THEIR SUCCESSORS AT THE FOLLOWING ADDRESSES, OR AT
SUCH OTHER ADDRESSES AS THE PARTIES MAY LATER DESIGNATE IN WRITING:
IF TO THE COMPANY:
Attn: General Counsel
Rexnord Corporation
4701 Greenfield Avenue
Milwaukee, WI 53214
IF TO EXECUTIVE:
AT THE LAST RESIDENTIAL ADDRESS KNOWN BY THE COMPANY.
6.
SEVERABILITY.
IF ANY PROVISION HEREOF BECOMES OR IS DECLARED BY A COURT
OF COMPETENT JURISDICTION TO BE ILLEGAL, UNENFORCEABLE, OR VOID, THIS AGREEMENT
WILL CONTINUE IN FULL FORCE AND EFFECT WITHOUT SAID PROVISION.
7.
ARBITRATION.
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF
THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN
RELEASED, WILL BE SUBJECT TO BINDING ARBITRATION IN MILWAUKEE, WISCONSIN BEFORE
THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS NATIONAL RULES FOR THE RESOLUTION
OF EMPLOYMENT DISPUTES.
THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY
ARBITRATION WILL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT
JURISDICTION TO ENFORCE THE ARBITRATION AWARD.
THE PARTIES HEREBY AGREE TO
WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY
A JUDGE OR JURY.
THIS PARAGRAPH WILL NOT PREVENT EITHER PARTY FROM SEEKING
INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING
JURISDICTION OVER THE PARTIES