AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING
TO EXECUTIVE'S OBLIGATIONS UNDER THIS AGREEMENT.
8.
INTEGRATION.
THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREIN REGARDING
SEVERANCE IN CONNECTION WITH A CHANGE OF CONTROL AND SUPERSEDES ALL PRIOR OR
CONTEMPORANEOUS AGREEMENTS REGARDING SEVERANCE IN CONNECTION WITH A CHANGE OF
CONTROL WHETHER WRITTEN OR ORAL, INCLUDING ANY AGREEMENTS THAT PROVIDE FOR
SEVERANCE BENEFITS IN SUCH CIRCUMSTANCES.
THIS AGREEMENT, HOWEVER, SHALL NOT
SUPERSEDE THE EMPLOYMENT AGREEMENT BETWEEN THE PARTIES DATED NOVEMBER 25,
2002, AS MAY BE AMENDED, AND THE TERMS OF THAT AGREEMENT (AS MAY BE AMENDED),
INCLUDING, WITHOUT LIMITATION, THE PROVISION OF SEVERANCE BENEFITS, NOTICE, AND
PROVISIONS CONCERNING RIGHTS UPON A CHANGE IN POSITION SHALL REMAIN IN FULL
FORCE AND EFFECT.
NO WAIVER, ALTERATION, OR MODIFICATION OF ANY OF THE
PROVISIONS OF THIS AGREEMENT WILL BE BINDING UNLESS IN A WRITING THAT
SPECIFICALLY REFERENCES THIS SECTION AND IS SIGNED BY DULY AUTHORIZED
REPRESENTATIVES OF THE PARTIES HERETO.
9.
WAIVER OF BREACH.
THE WAIVER OF A BREACH OF ANY TERM OR PROVISION OF
THIS AGREEMENT, WHICH MUST BE IN WRITING, WILL NOT OPERATE AS OR BE CONSTRUED TO
BE A WAIVER OF ANY OTHER PREVIOUS OR SUBSEQUENT BREACH OF THIS AGREEMENT.
10.
HEADINGS.
ALL CAPTIONS AND SECTION HEADINGS USED IN THIS AGREEMENT ARE
FOR CONVENIENT REFERENCE ONLY AND DO NOT FORM A PART OF THIS AGREEMENT.
11.
TAX WITHHOLDING.
ALL PAYMENTS MADE PURSUANT TO THIS AGREEMENT WILL BE
SUBJECT TO WITHHOLDING OF APPLICABLE TAXES.
12.
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE
OF WISCONSIN (WITH THE EXCEPTION OF ITS CONFLICT OF LAWS PROVISIONS).
13.
ACKNOWLEDGMENT.
EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO
DISCUSS THIS MATTER WITH AND OBTAIN ADVICE FROM HIS PRIVATE ATTORNEY, HAS HAD
SUFFICIENT TIME TO, AND HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL THE
PROVISIONS OF THIS AGREEMENT, AND IS KNOWINGLY AND VOLUNTARILY ENTERING INTO
THIS AGREEMENT.
14.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, AND EACH
COUNTERPART WILL HAVE THE SAME FORCE AND EFFECT AS AN ORIGINAL AND WILL
CONSTITUTE AN EFFECTIVE, BINDING AGREEMENT ON THE PART OF EACH OF THE
UNDERSIGNED.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of the Company by a duly authorized officer, as of the day and year written
below.
REXNORD CORPORATION
By:
Name: James T. Strahley
Title: Vice President, Human Resources
EXECUTIVE:
By:
Name: