IN GOOD FAITH BY THE
COMPENSATION COMMITTEE OF THE BOARD), WHICH SHALL BE PAID IN THE CALENDAR YEAR
IN WHICH THE END OF THE BONUS PERIOD FALLS;
(III)
GROUP MEDICAL AND DENTAL INSURANCE COVERAGE THROUGH THE SEVERANCE PAY
PERIOD, OR UNTIL EXECUTIVE IS COVERED BY THE PLAN OF ANOTHER EMPLOYER, PROVIDED
EXECUTIVE CONTINUES TO MAKE ANY REQUIRED CONTRIBUTIONS TO SUCH PLANS; AND
(IV)
PAYMENTS EQUAL TO TWELVE (12) MONTHS OF THE PREMIUM COST FOR LIFE
INSURANCE COVERAGE (EXCLUDING SUPPLEMENTAL LIFE INSURANCE COVERAGE) UNDER THE
COMPANY'S LIFE INSURANCE PLAN IN EFFECT FOR THE EXECUTIVE IMMEDIATELY PRIOR TO
THE DATE OF TERMINATION, PAYABLE OVER THE SEVERANCE PAY PERIOD AT REGULAR PAY
DAY INTERVALS IN ACCORDANCE WITH THE COMPANY'S CUSTOMARY PATROL PROCEDURES.
(C)
TERMINATION FOR CAUSE, DUE TO DEATH OR DISABILITY, RESIGNATION BY
EXECUTIVE.
IF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED FOR CAUSE
BY THE COMPANY, TERMINATED DUE TO EXECUTIVE'S DEATH OR DISABILITY, OR TERMINATED
DUE TO EXECUTIVE'S RESIGNATION (OTHER THAN FOR GOOD REASON), THEN
(I) EXECUTIVE'S OUTSTANDING EQUITY AWARDS WILL TERMINATE IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THE APPLICABLE AWARD AGREEMENT(S); (II) ALL PAYMENTS OF
COMPENSATION BY THE COMPANY TO EXECUTIVE HEREUNDER WILL TERMINATE IMMEDIATELY,
AND (III) EXECUTIVE WILL BE ELIGIBLE FOR SEVERANCE BENEFITS ONLY IN ACCORDANCE
WITH THE COMPANY'S THEN ESTABLISHED PLANS, PROGRAMS, AND PRACTICES.
(D)
SOLE RIGHT TO SEVERANCE.
THIS AGREEMENT IS INTENDED TO REPRESENT
EXECUTIVE'S SOLE ENTITLEMENT TO SEVERANCE PAYMENTS AND BENEFITS IN CONNECTION
WITH THE TERMINATION OF EXECUTIVE'S EMPLOYMENT WITHIN TWELVE (12) MONTHS
FOLLOWING A CHANGE OF CONTROL.
TO THE EXTENT EXECUTIVE IS ENTITLED TO RECEIVE
SEVERANCE OR SIMILAR PAYMENTS AND/OR BENEFITS UNDER ANY OTHER COMPANY PLAN,
PROGRAM, AGREEMENT, POLICY, PRACTICE, OR THE LIKE, SEVERANCE PAYMENTS AND
BENEFITS DUE TO EXECUTIVE UNDER THIS AGREEMENT WILL BE SO REDUCED.
2.
CONDITIONS TO RECEIPT OF SEVERANCE; NO DUTY TO MITIGATE.
(A)
SEPARATION AGREEMENT AND RELEASE OF CLAIMS.
THE RECEIPT OF ANY
SEVERANCE PURSUANT TO SECTION 1 WILL BE SUBJECT TO EXECUTIVE PROMPTLY SIGNING
AND NOT REVOKING A SEPARATION AGREEMENT AND RELEASE OF CLAIMS IN THE FORM
PROVIDED TO EXECUTIVE BY THE COMPANY.
NO SEVERANCE WILL BE PAID OR PROVIDED
UNTIL THE SEPARATION AGREEMENT AND RELEASE AGREEMENT BECOMES EFFECTIVE (THE
"RELEASE EFFECTIVE DATE").
(B)
NONDISPARAGEMENT.
DURING EXECUTIVE'S SERVICES AS AN EMPLOYEE WITH
THE COMPANY, ITS SUCCESSOR ENTITY, ANY RESPECTIVE SUBSIDIARY OR DIRECTOR OR
INDIRECT PARENT ENTITY AND FOR 12 MONTHS THEREAFTER, EXECUTIVE WILL NOT
KNOWINGLY DISPARAGE, CRITICIZE, OR OTHERWISE MAKE ANY DEROGATORY STATEMENTS
REGARDING THE COMPANY, ITS AFFILIATES, ITS SUCCESSORS, ITS DIRECTORS, OR ITS
OFFICERS.
THE
FOREGOING RESTRICTIONS WILL NOT APPLY TO ANY STATEMENTS THAT ARE MADE TRUTHFULLY
IN RESPONSE TO A SUBPOENA OR OTHER COMPULSORY LEGAL PROCESS.
(C)
OTHER REQUIREMENTS.
EXECUTIVE AGREES TO CONTINUE TO COMPLY WITH
THE TERMS OF (I) THAT CERTAIN STOCKHOLDERS AGREEMENT BY AND AMONG RBS GLOBAL,
INC., THE COMPANY'S PARENT ENTITY ("GLOBAL"), AND SIGNATORIES THERETO, AS
AMENDED AND RESTATED ON MAY 13, 2005 (THE "STOCKHOLDERS AGREEMENT"), (II) THE
OPTION AGREEMENT ENTERED INTO BY AND BETWEEN GLOBAL AND EXECUTIVE, AND (III) THE
COMPANY'S