EXCESS OF 50 MILES FROM THE EXECUTIVE'S CURRENT 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
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