Exhibit 10.2
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 to the Employment Agreement (the "Amendment"), dated March
31, 2006 by and between Rexnord Corporation, a Delaware Corporation (together
with any successor thereto, the "Company"), and Robert A. Hitt (the
"Executive").
R E C I T A L S:
WHEREAS, the Company and the Executive have previously entered into an
Employment Agreement, dated November 25, 2002 (the "Agreement"), and the Rexnord
Corporation Executive Bonus Plan in the form then in effect was attached to the
Agreement as Exhibit A (the "Original Exhibit A"); and
WHEREAS, effective March 31, 2006 the Company amended its Executive Bonus Plan
to include certain revised target amounts relating to the Executive's bonus; and
WHEREAS, the Company and the Executive wish to amend the Agreement pursuant to
the terms herein set forth to reflect such amendments to the Executive Bonus
Plan and effect certain other amendments to the Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties,
intending to be legally bound, hereto agree as follows:
A G R E E M E N T
1.
THE REXNORD CORPORATION EXECUTIVE BONUS PLAN, AS AMENDED BY THE
COMPANY ON MARCH 31, 2006 AND SET FORTH ON THE EXHIBIT A TO THIS AMENDMENT (THE
"AMENDED EXHIBIT A"), SHALL BECOME EXHIBIT A TO THE AGREEMENT IN LIEU OF THE
ORIGINAL EXHIBIT A AND SHALL REPLACE THE ORIGINAL EXHIBIT A IN ITS ENTIRETY.
2.
THE FOLLOWING SENTENCE SHALL BE ADDED TO THE END OF EXHIBIT D TO
THE AGREEMENT: "WITH RESPECT TO THE TEMPORARY HOUSING AND COMMUTING COSTS SET
FORTH ABOVE, THE AMOUNT OF REIMBURSEMENT OR PAYMENT TO THE EXECUTIVE SHALL BE
GROSSED UP TO INCLUDE ALL APPLICABLE TAXES REQUIRED TO BE PAID BY THE
EXECUTIVE."
3.
ALL OTHER TERMS OF THE AGREEMENT SHALL REMAIN UNCHANGED.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first written above.
REXNORD CORPORATION
/s/ James T. Strahley
Name: James Strahley
Title: VP Human Resources
EXECUTIVE
/s/ Robert A. Hitt
Name: Robert A. Hitt
EXHIBIT A
REXNORD CORPORATION EXECUTIVE BONUS PLAN
General Description
Rexnord Corporation (the "Company") provides an incentive compensation bonus
plan for key officers and directors (the "Executive Bonus Plan").
The purpose
of the Executive Bonus Plan is to provide a variable component of pay that
provides an incentive for the leadership of the company to achieve key business
objectives.
Each bonus fiscal year will begin on April 1 and end on March 31.
The first
bonus fiscal year will begin on April 1, 2003 and end on March 31, 2004.
The form of bonus to be received by participating executives is called the
Performance Bonus and is based on (i) the performance of the Company during the
bonus fiscal year (the "Company Performance Bonus") and (ii) the performance of
the executive in meeting individual goals (Annual Improvement Priorities or "CEO
approved AIP's") as determined by