REGAL REXNORD CORPORATION
EXECUTIVE SEVERANCE POLICY

Effective November 3, 2023

Article I
PURPOSE AND SCOPE

Section 1.01Purpose of the Policy. This Executive Severance Policy has been established by the Company on November 3, 2023 (the “Effective Date”) to provide certain employees with the opportunity to receive severance benefits if terminated under certain circumstances before a Change in Control and, in the event of a Change in Control, employment and severance protection for a specified period following the Change in Control. The purpose of the Policy is to attract and retain talent and to assure the present and future continuity, objectivity, and dedication of management in the event of any Change in Control to maximize the value of the Company on a Change in Control. The Plan is intended to be a top hat welfare benefit plan under ERISA.

Section 1.02Non-Duplication of Benefits. If any Participant has in effect an employment agreement that provides severance benefits, then the Participant shall be entitled only to the severance benefits provided by such agreement, and not the benefits described in the Policy. Unless specifically provided herein, the Policy supersedes the provisions of any other policy or plan that specifically provides the same type or types of benefits as are described herein, such that any Participant covered by this Policy shall only be entitled to the benefits provided hereunder, and shall not be entitled to severance benefits under such other severance policy or plan. However, the Policy is not intended to supersede any other plan, program, arrangement or agreement providing a Participant with benefits upon a termination of employment that are not described herein, including but not limited to, payment of accrued vacation pay or retirement benefits. In addition, and for the sake of clarity, a Participant shall not be entitled to benefits under both Article IV and Article V.

Article II
DEFINITIONS

Section 1.01“Accrued Amounts” collectively refers to the following benefits payable to a Participant upon or following such Participant’s Separation from Service:

(a)any accrued but unpaid Base Salary which shall be paid on the pay date immediately following the Participant’s Termination Date (or such earlier date required by applicable law) in accordance with the Company’s customary payroll procedures;

(b)any earned but unpaid annual bonus with respect to any completed fiscal year immediately preceding the Participant’s Termination Date (“Unpaid Bonus”), which shall be paid on the otherwise applicable payment date for such bonus;

(c)reimbursement for unreimbursed business expenses properly incurred by the Participant prior to the Termination Date, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(d)other payments and benefits described in this Policy that are not conditioned on continuing employment (such as indemnification rights and liability insurance).

Section 1.02 “Annual Bonus Target Amount” means 100% of the Participant’s target annual bonus for the fiscal year in which a termination of employment occurs; provided that if the Participant’s target annual bonus for the year has not yet been established as of the date of his or her Separation from Service, then the target annual bonus in effect for the immediately preceding year shall apply.

Section 1.03“Average Bonus Amount” means the average annual cash performance-based bonuses paid or payable, including any amount that would have been paid or have been payable were it not for a mandatory or voluntary deferral of such amount, to a Participant by the Employer in respect of the three fiscal years (or the actual length of the Participant’s employment if less than three fiscal years) immediately preceding the fiscal year in which the Change in Control occurs. If a Participant was not employed by the Employer for each of the full three fiscal years, then the Participant’s annual cash bonus paid with respect to a partial year shall be annualized for purposes of determining his or her Average Bonus Amount. In no event shall bonuses other than annual performance-based bonuses, such as a sign-on bonus, retention bonus, or change in control bonus, be included in the Average Bonus Amount.

Section 1.04“Base Salary” means a Participant’s annual base salary determined prior to any reduction for amounts deferred under Section 401(k) of the Code, under a nonqualified deferred compensation plan or otherwise, or deducted pursuant to a cafeteria plan under Section 125 of the Code. Any reduction in Base Salary that constitutes Good Reason, or any reduction in Base Salary that becomes effective after a Notice of Termination is given, shall not be given effect for purposes of calculating severance payments under this Policy.

Section 1.05“Benefit Continuation Period” means the number of months following the Termination Date equal to 12 multiplied by the applicable Severance Multiplier.

Section 1.06“Board” means the Board of Directors of the Company, or any successor thereto.

Section 1.07“Cause” means:

(a)Qualifying Termination. For purposes of Article IV, the occurrence of any of the following, as determined by the Company in its reasonable judgement, exercised in good faith: (i) the Participant’s willful and material failure to perform or gross negligence in the performance of his duties (other than any such failure resulting from his incapacity due to physical or mental illness); (ii) the Participant’s willful and material failure to comply with any valid and legal directive of the Board or any person to whom the Participant reports; (iii) the Participant’s engagement in dishonesty, illegal conduct, or misconduct, whether or not related to the Participant’s employment with the Employer including any acts that occurred prior to the Effective Date, in each case which the Company reasonably determines has or could cause material financial or reputational harm to the Company or its affiliates; (iv) the Participant’s embezzlement, misappropriation, or fraud, whether or not related to the Participant’s employment with the Employer, or theft of property of the Company or any affiliate; (v) the Participant’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (vi) the Participant’s material breach of any material obligation under the Participant’s employment agreement (if applicable) or any other material obligation under any written agreement between the Participant and the Company or any affiliate; or (vii) any material failure by the Participant to comply with the material provisions of the Company’s or Employer’s written policies or rules (as they may be in effect from time to time), including any material policy or rule contained in the Company Code of Business Conduct and Ethics, provided the Participant has been provided such policies or rules in advance of such failure.

(b)Change in Control Termination. For purposes of Article V, the occurrence of any of the following: (i) the Participant’s engagement in willful conduct not taken in good faith that the Company establishes, by clear and convincing evidence, has caused demonstrable and serious financial injury to the Company, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; (ii) conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion of all rights of appeal), which substantially impairs the Participant’s ability to perform the Participant’s duties or responsibilities; or (iii) continuing willful and unreasonable refusal by the Participant to perform the Participant’s duties or responsibilities (unless significantly changed without the Participant’s consent).

(c)Procedures and Interpretation. For purposes of both Sections 2.07(a) and (b):

(i)None of the Participant’s acts or failures to act shall be considered “willful” unless the Participant acts, or fails to act, in bad faith or without reasonable belief that the action or failure to act was in the best interests of the Company or an affiliate. The Participant’s actions, or failures to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be in good faith and in the best interests of the Company or an affiliate.

(ii)To terminate the Participant’s employment for Cause, the Company must provide written notice to the Participant of the existence of the circumstances providing grounds for termination for Cause within sixty (60) days after its initial knowledge of the existence of such grounds, and, except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Participant shall have fifteen (15) business days after the delivery of written notice by the Company within which to cure any acts constituting Cause. If such failure, breach or refusal is timely cured, it shall not constitute grounds for a termination for Cause.

Section 1.08“Change in Control” shall mean the first to occur of the following events:

(a)any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates after Effective Date pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities; or

(b)the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (i) individuals who, on the Effective Date, constituted the Board and (ii) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this Policy until after such individuals are first nominated for election by a vote of at least two-thirds (2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control occurred; or

(c)the consummation of a merger, consolidation or share exchange of the Company with any other corporation or the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), other than (i) a merger, consolidation or share exchange that would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (ii) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than an Excluded Person) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates after the date of this Policy, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities; or

(d)the shareholders of the Company approve of a plan of complete liquidation or dissolution of the Company or there is consummated a sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to own, directly or indirectly, in the same proportions as their ownership in the Company, an entity that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.

Section 1.09“Change in Control Termination” means a Participant’s Separation from Service due to either a resignation by the Participant with Good Reason or a separation initiated by the Company other than for Cause or Disability, in either case that occurs during the period beginning 180 days before the Change in Control and ending two (2) years after the date of such Change in Control; provided that if the termination occurs during the 180 days preceding the Change in Control then the Participant must reasonably demonstrate that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control.

Section 1.10“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations and rulings promulgated thereunder.

Section 1.11“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and rulings promulgated thereunder. Any reference to a specific provision of the Code includes any successor provision thereto.

Section 1.12“Committee” means the Compensation Committee of the Board or such other committee appointed by the Board to assist the Company in making determinations required under the Policy in accordance with its terms. The Committee may delegate its authority under the Policy to one or more individuals or another committee.

Section 1.13“Company” means Regal Rexnord Corporation. Unless it is otherwise clear from the context, Company shall include all subsidiaries thereof and any Successor.

Section 1.14“Disability” means the Participant is entitled to receive long-term disability benefits under the Employer’s long-term disability plan. Any questions as to the existence of the Participant’s Disability as to which the Participant and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Participant and the Company, and the determination of such physician shall be final and conclusive for all purposes of this Policy.

Section 1.15“Eligible Employee” means an employee of the Company or an affiliate who is on the United States payroll and is employed in any of the following positions: (i) the Chief Executive Officer of the Company, (ii) any other executive officer of the Company elected by the Board, or (iii) the Company’s Principal Accounting Officer or a direct report to the Chief Executive Officer, as determined by the Company.

If there is any question as to whether an employee is deemed an Eligible Employee for purposes of the Policy, the Committee shall make the determination. Notwithstanding the foregoing, (A) the Committee may designate in writing, that any employee not otherwise described above shall be considered an Eligible Employee hereunder, and (B) in no event will any individual who has entered into a Key Employment and Executive Severance Agreement (“KEESA”) with the Company be considered an Eligible Employee hereunder unless such individual executes an agreement to terminate such KEESA in such form as is approved by the Committee.

Section 1.16“Employer” means the Company or one of its affiliates that employs the Participant.

Section 1.17“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and rulings promulgated thereunder. Any reference to a specific provision of ERISA includes any successor provision thereto.

Section 1.18“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations and rulings promulgated thereunder. Any reference to a specific provision of the Exchange Act includes any successor provision thereto.

Section 1.19“Fringe Benefits” means the fair market value of the fringe benefits payable by the Company to the Participant (determined as of the time of the Change in Control or, if higher, immediately prior to the date the Notice of Termination is given). For these purposes, Fringe Benefits include, but are not limited to, club dues or automobile reimbursement, but do not include the value of any welfare benefits, such as medical coverage (including prescription drug coverage), dental coverage, life insurance, disability insurance and accidental death and dismemberment benefits.

Section 1.20“Good Reason” means:

(a)Qualifying Termination. For purposes of Article IV, the occurrence of any of the following, in each case without the Participant’s prior written consent: (i) a material reduction in the Participant’s Base Salary or Target Bonus other than a general reduction in Base Salary or Target Bonus that affects all similarly situated executives or employees in substantially the same proportions; (ii) a relocation of the Participant’s principal place of employment by more than 100 miles and which also increases the distance of the Participant’s commute; (iii) any material breach by the Employer of any material provision of the Participant’s employment agreement (if applicable) or any material provision of any other agreement between the Participant and the Company or the Employer; or (iv) a material, adverse change in the Participant’s position, authorities, duties, or responsibilities (other than temporarily while the Participant is physically or mentally incapacitated or as required by applicable law).

(b)Change in Control Termination. For purposes of Article V, the occurrence of any of the following with respect to a Participant: (i) any breach by the Company of this Policy, the Participant’s employment agreement (if applicable), or any other agreement between the Company or the Employer and the Participant or any other material written obligation of the Company or the Employer, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that the Company or Employer, as applicable, remedies promptly after receipt of notice thereof given by the Participant; (ii) any reduction in the Participant’s Base Salary, Annual Bonus, or other incentive compensation or benefits (in the aggregate), in each case relative to those most favorable to the Participant in effect at any time during the 180-day period prior to the Change in Control or, to the extent more favorable to the Participant, those in effect at any time during the Post-CIC Employment Period; (iii) the removal of the Participant from, or any failure to reelect or reappoint the Participant to, any of the positions held with the Company on the date of the Change in Control or any other positions to which the Participant shall thereafter be elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to the termination of the Participant’s employment for Cause or by reason of Disability or death; (iv) a good faith determination by the Participant that there has been a material adverse change, without the Participant’s written consent, in the Participant’s working conditions or status relative to the most favorable working conditions or status in effect during the 180-day period prior to the Change in Control, or, to the extent more favorable to the Participant, those in effect at any time during the Post-CIC Employment Period, including but not limited to (A) a significant change in the nature or scope of the Participant’s authority, powers, functions, duties or responsibilities, or (B) a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that the Company or Employer remedies within ten (10) days after receipt of notice thereof given by the Participant; (v) the Company relocates the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s principal place of employment on the date 180 days prior to the Change in Control; (vi) the Company requires the Participant to travel on business 20% in excess of the average number of days per month the Participant was required to travel during the 180-day period prior to the Change in Control; or (vii) the Successor refuses to fails to assume the obligations under this Policy in violation of Section 8.03.

(c)Procedures. To terminate employment for Good Reason under Section 2.20(a) or (b), the Participant must provide a Notice of Termination (as defined in Section 3.02)to the Company of the existence of the circumstances providing grounds for termination for Good Reason within sixty (60) days after the Participant first becomes aware of the existence of such grounds. The Company shall have thirty (30) days from the date on which such notice is provided to cure such circumstances. If the Participant does not provide notice of Good Reason within sixty (60) days after the Participant first becomes aware of occurrence of the applicable grounds, then the Participant will be deemed to have waived the Participant’s right to terminate for Good Reason with respect to such grounds. If the Company cures the circumstances giving rise to Good Reason within the thirty (30) day cure period, then the Participant will automatically be deemed to have rescinded the Participant’s Notice of Termination as of the date such cure is effected.

Section 1.21“Participant” means any Eligible Employee who is entitled to benefits under this Policy. Different sections of this Policy have different conditions for participation and an Eligible Employee may be considered a Participant for some, but not all, of the provisions of this Policy.

Section 1.22“Policy” means this Regal Rexnord Corporation Executive Severance Policy, as set forth herein, and as the same may from time to time be amended.

Section 1.23“Post-CIC Employment Period” means the period commencing on the date of a Change in Control and ending at 11:59 p.m. Central Time on the second (2nd) anniversary of such date.

Section 1.24“Qualifying Termination” means a Participant’s Separation from Service due to either a resignation by the Participant with Good Reason or a separation initiated by the Company other than for Cause, and that is not a Change in Control Termination.

Section 1.25“Separation from Service” means a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i).

Section 1.26“Severance Multiplier” is determined using the following table based on the Participant’s position immediately prior the Participant’s Termination Date (ignoring any change in title that constitutes Good Reason or any change in title occurring after a Notice of Termination is given) and the type of termination:

Section 1.27“Successor” means any corporation or unincorporated entity or group of corporations or unincorporated entities which acquires ownership, directly or indirectly, through merger, consolidation, purchase or otherwise, of all or substantially all of the assets of the Company.

Section 1.28“Termination Date” means, with respect to a Participant, the date on which such Participant experiences a Separation from Service.

Article III
TERMINATION PROCEDURES

Section 1.01Termination Timing. Nothing in this Policy is intended to constitute a contract of employment. Each Participant shall be considered an “at-will” employee of the Employer. Accordingly, a Participant’s employment may be terminated by either the Company or the Participant at any time and for any reason or for no particular reason, subject to the notice requirements of Section 3.02. The Participant’s employment hereunder shall automatically be terminated upon the Participant’s death, and such termination shall not be treated as a termination by the Company, either with or without Cause.

Section 1.02Notice of Termination. Any termination of the Participant’s employment hereunder by the Company or by the Participant during the Employment Term (other than termination on account of the Participant’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 8.02. Any Notice of Termination by the Company to the Participant shall specify (i) the applicable date of termination; and (ii) the reason for termination, including, if the Company is terminating the Participant’s employment for Cause, the additional information required by Section 2.06. In the case of a Notice of Termination by the Participant to the Company, the Termination Date shall be thirty (30) days after the date the Notice of Termination is received by the Company unless the Company provides an earlier Termination Date in its sole and absolute discretion.

Following a Change in Control, any Notice of Termination by the Company to an executive officer shall have been approved, prior to the giving thereof to the Participant, by a resolution duly adopted by a majority of the Board then in office.

Section 1.03Resignation From All Positions. Upon termination of the Participant’s employment for any reason, the Participant shall be deemed to have resigned from all positions that the Participant holds as an officer or member of the board (or a committee thereof) of the Company or any of its affiliates.

Section 1.04Release. To be eligible to receive the benefits described in Section 4.02(b)-(d) or 5.03(a)-(g), the Participant shall be required to execute, within forty-five (45) days following receipt thereof (such 45-day period, the “Release Execution Period”), a release of claims in favor of the Company, its affiliates and their respective officers and directors, in a form provided by the Company within fifteen (15) days following the Participant’s Termination Date, that (i) does not require the Participant to release any rights to payments and benefits described in this Policy, and (ii) does not impose any additional post-employment restrictive covenants on the Participant than applied to the Participant immediately prior to the Termination Date (the “Release”), and the Release becoming effective according to its terms. If the Participant does not timely execute the Release, or the Release does not become effective according to its terms, then the Participant shall not be entitled to receive the benefits described in Section 4.02(b)-(d) or 5.03(a)-(g), as applicable.

Article IV
SEVERANCE FOR TERMINATIONS BEFORE CHANGE IN CONTROL

Section 1.01Participation. Each Eligible Employee shall be considered a Participant for purposes of this Article IV, provided that only the Chief Executive Officer and the other executive officers of the Company shall be entitled to the benefits described in Section 4.02.

Section 1.02Benefits Upon Qualifying Termination. If a Participant experiences a Qualifying Termination, then the Participant shall receive the Accrued Amounts plus the following benefits:

(a)Cash Severance. A lump sum cash payment equal to the Severance Multiplier multiplied by the sum of the Participant’s (i) Base Salary as in effect immediately prior to the Participant’s Termination Date plus (ii) the Participant’s Annual Bonus Target Amount for the year that includes the Participant’s Termination Date (the “Severance Payment”). The Severance Payment shall be paid within thirty (30) days after the effective date of the Release, provided that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the second taxable year.

(b)Bonus for Year of Termination. A lump sum payment equal to the product of (i) the annual cash performance-based bonus to which the Participant would have been entitled for the fiscal year in which the Participant’s Termination Date occurs had the Participant remained employed, based solely on actual Company performance for such fiscal year (without any exercise of negative discretion), multiplied by (ii) a fraction, the numerator of which is the number of days the Participant was employed by the Company during the fiscal year of termination and the denominator of which is 365, which shall be paid on the otherwise applicable payment date for such bonus (the “Pro-Rata Bonus”).

(c)Benefit Continuation. Provided that the Participant is eligible for and timely elects COBRA continuation following the Participant’s Separation from Service, the Participant shall continue to be eligible to participate in the health benefits plan coverage in effect at the Termination Date (or generally comparable coverage) for the Participant and, where applicable, the Participant’s eligible dependents, as the same may be changed from time to time for employees of the Company generally, as if Participant had continued in employment for the Benefits Continuation Period. The Participant shall be responsible for the payment of the employee portion of any premiums or contributions that are required during the Benefits Continuation Period and such premiums and contributions shall be made within the time period and in the amounts that other employees are required to pay to the Company for similar coverage. The Participant’s failure to pay the applicable premiums or contributions shall result in the cessation of the applicable coverage for the Participant and his or her eligible dependents. Notwithstanding any other provision of this Policy to the contrary, in the event that a Participant commences employment with another company at any time during the Benefits Continuation Period and becomes eligible for coverage under the plan(s) of such other company, the benefits provided under the Company’s plans will become secondary to those provided under the other employer’s plans through the end of the Benefits Continuation Period. Within thirty (30) days following the Participant’s commencement of employment with another company, the Participant shall provide the Company written notice of such employment and provide information to the Company regarding the group health plan benefits provided to the Participant by his or her new employer. The COBRA continuation coverage period under Code Section 4980B shall run concurrently with the continuation period described herein.

(d)Equity Awards. The treatment of any outstanding equity awards shall be determined in accordance with the terms of the equity plan under which they were granted and the applicable award agreements.

Section 1.03Benefits Upon Death or Disability. If a Participant’s employment is terminated due to the Participant’s death or Disability, then the Participant (or the Participant’s estate and/or beneficiaries, as the case may be) shall be entitled to receive (a) the Accrued Amounts and (b) the Pro-Rata Bonus.

Section 1.04Retirement. If the Participant and the Company shall execute an agreement providing for the Participant’s retirement from the Company, or the Participant shall otherwise give notice that the Participant is voluntarily choosing to retire from the Company, then the Participant shall receive the Accrued Amounts, but shall not receive any other benefits under this Article IV; provided, that if the Participant experiences a Qualifying Termination but the Participant also, in connection with such termination, elects retirement, then the Participant shall continue to be eligible for the benefits described in this Article IV.

Section 1.05All Other Terminations. If a Participant experiences a Separation from Service for any reason other than a Qualifying Termination, death, Disability or retirement, then the Participant shall only be entitled to receive the Accrued Amounts, provided that if a Participant’s Separation from Service is for Cause, then the Unpaid Bonus shall be immediately forfeited and shall not be paid. In addition, if a Participant’s Separation from Service was for any reason other than Cause, but the Company later determines that the Participant could have been terminated for Cause had all the facts been known to the Company, then the Participant shall immediately forfeit upon such determination the right to receive any benefits other than the Accrued Amounts (excluding, for clarity, the Unpaid Bonus, which the Participant will forfeit).

Article V
CHANGE IN CONTROL BENEFITS

Section 1.01Participation. Each Eligible Employee shall be considered a Participant for purposes of this Article V.

Section 1.02Employment Protections. With respect to each Participant who is employed immediately prior to a Change in Control, during the Post-CIC Employment Period, the Participant’s employment with the Company shall be subject to the following terms and conditions:

(a)Position and Duties. The Participant’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the ninety (90)-day period immediately preceding the Change in Control.

(b)Compensation. The Participant shall be compensated as follows:

(i)Base Salary. The Participant shall receive annual Base Salary at least equal to the greater of (A) the highest Base Salary in effect for any month in the twelve (12)-month period immediately preceding the month in which the Change in Control occurs or (B) the Participant’s Base Salary in effect immediately prior to the Change in Control, in either case, subject to adjustment as hereinafter provided in Section 5.02(d).

(ii)Annual Bonus. The Participant shall be eligible to participate in an annual bonus plan for each full and partial fiscal year during the Post-CIC Employment Period. The Participant’s target bonus and maximum bonus under such plan shall be no less than the target bonus and maximum bonus that the Participant was eligible to earn under the Company’s annual bonus plan immediately before the Change in Control. Bonuses under the annual bonus plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of the Company as the Company shall establish (the “Goals”), all of which Goals shall be attainable with approximately the same degree of probability as the most attainable goals under the Company’s annual bonus plan as in effect at any time during the 180-day period immediately prior to the Change in Control.

(iii)Fringe Benefits. The Participant shall receive Fringe Benefits at least equal in value to the highest value of such benefits provided to the Participant at any time during the 180-day period immediately prior to the Change in Control or, if more favorable to the Participant, those provided generally at any time during the Employment Period to any executives of the Company of comparable status and position to the Participant; and shall be reimbursed, at such intervals and in accordance with such standard policies that are most favorable to the Participant that were in effect at any time during the 180-day period immediately prior to the Change in Control, for any and all monies advanced in connection with the Participant’s employment for reasonable and necessary expenses incurred by the Participant on behalf of the Company, including travel expenses.

(iv)Welfare Benefit Plans. The Participant and the Participant’s spouse, dependents and beneficiaries, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel, accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company, but in no event shall such plans, practices, policies and programs provide the Participant with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Participant at any time during the 180-day period immediately preceding the Change in Control.

(v)Retirement Plans. The Participant shall be entitled to participate in all qualified and nonqualified savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company, but in no event shall such plans, practices, policies and programs provide the Participant with savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company to the Participant under such plans, practices, policies and programs as in effect at any time during the 180-day period immediately preceding the Change in Control.

(vi)Other Benefits. The Participant shall be included in all plans providing additional benefits to executives of the Company of comparable status and position to the Participant, including but not limited to split-dollar life insurance, long-term bonus plans, equity incentive plans, stock option, stock appreciation, stock bonus and similar or comparable plans; provided, that in no event shall the aggregate level of benefits under such plans be less than the greater of (A) the highest aggregate level of benefits under plans of the Company of the type referred to in this paragraph which the Participant was participating at any time during the 180-day period immediately prior to the Change in Control or (B) the level of benefits provided at any time after the Change in Control to any executive of the Company comparable in status and position to the Participant.

(c)Annual Compensation Adjustments. During the Post-CIC Employment Period, the Board or Committee will consider, at least annually and in accordance with the Company’s practice before the Change in Control, upward adjustment to the Participant’s Base Salary, and such upward adjustment shall (i) be commensurate with increases generally given to other executives of the Company of comparable status and position as the Participant, (ii) reflect the contributions of the Participant to the Company, and (iii) reflect any expansion in the scope of Participant’s duties due to expansion of the Company’s operations or otherwise.

Section 1.03Post-CIC Severance. If a Participant experiences a Change in Control Termination, then the Participant shall be entitled to receive the Accrued Amounts plus the following benefits:

(a)Cash Severance. A cash payment (the “CIC Severance Payment”) in an amount equal to the applicable Severance Multiplier multiplied by the sum of the Participant’s (i) Base Salary (determined as of the date of the Change in Control or the date of the Notice of Termination, whichever is greater), (ii) the greater of (A) the Participant’s Annual Bonus Target Amount for the fiscal year in which the termination occurs or (B) the Average Bonus Amount, and (iii) an amount equal to the greater of the Participant’s Fringe Benefits for the fiscal year in which the Termination Date occurs or the annual amount of Fringe Benefits the Participant received for the fiscal year prior to the Change in Control. The CIC Severance Payment shall be paid within thirty (30) days after the effective date of the Release, provided that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the second taxable year. Notwithstanding the foregoing, if the Change in Control Termination occurs before the date of the Change in Control, then the CIC Severance Payment shall be paid within thirty (30) days after the Change in Control, contingent on the Release becoming effective before such date, and shall be reduced by the amount of any Severance Payment already paid, if any, under Section 4.02(b).

(b)Bonus for Year of Termination. At the same time the CIC Severance Payment is made, a lump sum cash payment equal to the product of (i) the Participant’s Annual Bonus Target Amount for the year of termination (or, if greater, the Annual Bonus Target Amount for the year of the Change in Control) multiplied by (ii) a fraction, the numerator of which is the number of days the Participant was employed by the Company during the fiscal year of termination and the denominator of which is 365, which shall be paid at the time specified in the Company’s annual bonus plan (the “Target Pro-Rata Bonus”).

(c)Benefit Continuation. During the Benefit Continuation Period, the Company shall provide the Participant, at no cost to the Participant, the same or equivalent medical, dental, and life insurance benefits (including, where applicable, coverage for the Participant’s eligible dependents) as the Participant was receiving at the Participant’s Termination Date (provided that such level of benefits shall never be less than the amount the Company is required to provide to the Participant under Section 5.02(iv)), subject to the following:

(i)If applicable, following the end of the COBRA continuation period, if such medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith.

(ii)If the Participant’s Change in Control Termination occurred during the 180-day period preceding the Change in Control, then, within ten (10) days following the Change in Control, the Company shall reimburse the Participant for any COBRA premiums the Participant paid for medical and dental coverage under COBRA from the Participant’s Termination Date through the date of the Change in Control.

Notwithstanding any other provision of this Policy to the contrary, in the event that a Participant commences employment with another company at any time during the Benefits Continuation Period and becomes eligible for coverage under the plan(s) of such other company, the benefits provided under the Company’s plans will become secondary to those provided under the other employer’s plans through the end of the Benefits Continuation Period. Within thirty (30) days following the Participant’s commencement of employment with another company, the Participant shall provide the Company written notice of such employment and provide information to the Company regarding the welfare benefits provided to the Participant by his or her new employer. The COBRA continuation coverage period under Code Section 4980B shall run concurrently with the continuation period described herein.

(d)SERP Vesting. Full and immediate vesting of the Participant’s accrued benefit under any supplemental executive retirement plan of the Company (the “SERP”) and in any nonqualified defined contribution retirement plan of the Company. In addition, the Company shall cause the Participant to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Participant’s age and service at the Termination Date; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond such Termination Date.

(e)Additional Retirement Contributions. At the same time the CIC Severance Payment is made, the Company shall pay the Participant an amount equal to the value of the retirement benefits under the various retirement benefits plans of the Company (both qualified and non-qualified) that the Participant is participating in as of the Termination Date, and that would have accrued had the Participant been an active employee receiving a Base Salary under such plans through the Benefit Continuation Period, at the same annual rate as was in effect at the Termination Date (or if higher, immediately preceding the date of the Change in Control). For purposes of calculating this payment for any defined contribution plan (whether qualified or nonqualified), if any, the value shall be determined as a single sum amount equal to the sum of the employer matching and non-matching contributions that would have been made for the Participant, assuming that the contribution formulas are the same as in effect on the Termination Date, and assuming the Participant contributed sufficient contributions to such plan to earn the maximum matching contribution, but determined without regard to any interest such amounts would have earned.

(f)Vesting of Equity Awards. Notwithstanding any equity plan or agreement under which an award of stock options, restricted stock, restricted stock units, performance share units or similar types of awards are granted (collectively, the “Equity Awards”), all Equity Awards that remain outstanding on the Participant’s Termination Date shall vest in full as of such Termination Date, assuming, with respect to any Equity Awards that are subject to performance goals for which the performance period has not been completed, that target performance had been met. If, however, the terms of the agreement or plan governing an Equity Award provides for more favorable treatment than this subsection (f), the more favorable terms of the Equity Award agreement or plan, as applicable, shall instead apply.

(g)Advisory Fees. The Company shall bear up to $15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Participant to advise the Participant as to matters relating to the computation of benefits due and payable under this Section 5.03.

(h)Outplacement Services. The Participant shall receive until the end of the second calendar year following the calendar year in which the Participant’s Termination Date occurs, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Participant’s status with the Company immediately prior to the date of the Change in Control (or, if higher, immediately prior to the Participant’s Termination Date), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Participant’s Base Salary.

(i)Indemnification and D&O Insurance. The Participant shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company’s Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time, to the extent any such amendment or restatement expands the Participant’s rights to indemnification, and as provided in any other written agreement or policy (such rights, the “Indemnification Rights”). In addition, the Company shall maintain Director’s and Officer’s liability insurance on behalf of the Participant, provided the Participant is eligible to be covered and has in fact been covered by such insurance, at the highest level in effect immediately prior to the date of the Change in Control (or, if higher, immediately prior to the Participant’s Separation from Service) including any such insurance that was reduced prior to a Change in Control at the request of the person or entity acquiring control of the Company or reasonably shown to be related to the Change in Control, for the seven (7) year period following the Termination Date.

Section 1.04Other Terminations Following a Change in Control.

(a)Death or Disability. If a Participant’s employment is terminated due to the Participant’s death or Disability during the Post-CIC Employment Period, then the Participant (or the Participant’s estate and/or beneficiaries, as the case may be) shall be entitled to receive (a) the Accrued Amounts, (b) the Pro-Rata Target Bonus, and (c) the Indemnification Rights.

(b)Retirement. If, during the Post-CIC Employment Period, the Participant and the Company shall execute an agreement providing for the Participant’s retirement from the Company, or the Participant shall otherwise give notice that he is voluntarily choosing to retire from the Company, then the Participant shall receive the Accrued Amounts and Indemnification Rights, but shall not receive any other benefits under this Article V; provided, that if the Participant experiences a Change in Control Termination but the Participant also, in connection with such termination, elects retirement, then the Participant shall continue to be eligible for the benefits described in this Article V.

(c)All Other Terminations. If a Participant experiences a Separation from Service for any reason other than a Qualifying Termination, death, Disability or retirement, then the Participant shall only be entitled to receive the Accrued Amounts and Indemnification Rights, provided that if a Participant’s Separation from Service is for Cause, then the Unpaid Bonus shall be immediately forfeited and shall not be paid. In addition, if a Participant’s Separation from Service was for any reason other than Cause, but the Company later determines that the Participant could have been terminated for Cause had all the facts been known to the Company, then the Participant shall immediately forfeit upon such determination the right to receive any benefits other than the Accrued Amounts (excluding, for clarity, the Unpaid Bonus, which the Participant will forfeit).

Article VI TAXES AND WITHHOLDINGS Section 1.01Withholdings.

The Company or Employer, as the case may be, shall be entitled to withhold from amounts to be paid to the Participant hereunder any federal, state or local withholding or other taxes or amounts which it is from time to time required by law to withhold. In addition, if prior to the date of payment of any amounts due hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due with respect to any payment or benefit to be provided hereunder, then the Company may provide for an immediate payment of the amount needed to pay the Participant’s portion of such tax (plus an amount equal to the taxes that will be due on such amount) and the Participant’s payments hereunder shall be reduced accordingly.

Section 1.02Code Section 409A.

(a)General. The benefits payable under this Policy are intended to either meet the requirements of the “short-term deferral” exception, the “separation pay” exception and other exceptions under Code Section 409A or, to the extent such exceptions are not applicable, comply with Code Section 409A, and shall be interpreted, to the maximum extent possible, consistent with such intent. The provisions of Code Section 409A are incorporated herein by reference to the extent necessary to make any benefit due hereunder comply therewith. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Policy comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Participant on account of the terms of this Policy not complying with Section 409A.

(b)Six Month Delay. Notwithstanding any provision of the Policy to the contrary, if the Participant is a “specified employee” as defined in Section 409A, then the payment of any amount or provision of any benefit that is considered “nonqualified deferred compensation” that is not exempt from Code Section 409A shall be paid no earlier than the first payroll date to occur following the six-month anniversary of Participant’s Termination Date. No interest shall accrue as a result of any such delay.

Section 1.03Parachute Payment Excise Tax.

(a)Determination of Whether Excise Tax Applies. Notwithstanding any other provision of this Policy, if any portion of the benefits due under this Policy, or under any agreement or plan of the Company or its affiliates (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would, but for this Section 6.03, result in the imposition on the Participant of an excise tax under Code Section 4999, then the Total Payments to be made to the Participant shall either be (i) delivered in full, or (ii) delivered in such amount so that no portion of such Total Payment would be subject to the Excise Tax, whichever of the foregoing results in the receipt by the Participant of the greatest benefit on an after-tax basis (taking into account the applicable federal, state and local income taxes and the excise tax). If clause (ii) results in a greater after-tax benefit to the Participant, then the payments or benefits included in the Total Payments shall be reduced or eliminated by applying the following principles, in order: (A) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (B) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (C) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Code Section 409A, then the reduction shall be made pro rata among the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments).

(b)Procedures. Upon the reasonable request of either party, the Participant and the Company, at the Company’s expense, shall engage a nationally recognized public accounting firm (the “Auditor”), selected by the Company and reasonably acceptable to the Participant, to make the determination (which need not be unqualified) described above. The determination of the Auditor shall be addressed to the Company and the Participant and shall be binding upon the Company and the Participant unless such determination is adjusted after an IRS audit. If the Auditor so requests, the Company shall obtain, at the Company’s expense, and the Auditor may rely on, the advice of a firm of recognized executive compensation consultants for any matters relevant to such determination.

(c)Costs of Determinations. The Company agrees to bear all costs associated with, and to indemnify and hold harmless, the Auditor of and from any and all claims, damages, and expenses resulting from or relating to its determinations pursuant to this Section 6.03, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of such firm.

Article VII
ADMINISTRATION, AMENDMENT AND TERMINATION

Section 1.01Administration; Discretion. It shall be the duty of the Committee to properly administer the Policy. The Committee shall have the full power, authority and discretion to construe, interpret and administer the Policy, to make factual determinations, to correct deficiencies therein, and to supply omissions. The Committee may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Policy. Any decisions, actions or interpretations to be made under the Policy by the Committee or the Board, or any other person or committee acting on behalf of either, shall be made in each of their respective sole discretion, and need not be uniformly applied to similarly situated individuals except as required by ERISA, and such decisions, actions or interpretations shall be final, binding and conclusive. As a condition of participating in the Policy, each Participant acknowledges that all decisions and determinations of the Committee and the Board and any of their delegates shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under the Policy on his or her behalf.

Section 1.02Amendment, Suspension and Termination. Except as otherwise provided in this Section 7.02, the Committee or its delegate shall have the right, at any time and from time to time, to amend, suspend or terminate the Policy in whole or in part, for any reason or without reason, and without either the consent of or the prior notification to any Participant, by a formal written action. Notwithstanding the foregoing, in no event shall any such action that would adversely affect the rights hereunder of a Participant who has either experienced a termination of employment, or who has provided or received a Notice of Termination, be given effect without such Participant’s written consent. Notwithstanding anything to the contrary herein:

(a)any termination, suspension, or adverse amendment to Article V of this Policy (including, for the avoidance of doubt, an adverse amendment to any definition in Article II that is used in Article V) prior to a Change in Control shall not apply to (i) any Participant who terminated their KEESA as a condition of being considered an Eligible Employee, and (ii) any other Participant if a Change in Control occurs within six (6) months of the date of such termination, suspension or amendment (unless, in each case, the affected Participant has consented thereto in writing);

(b)any termination, suspension, or adverse amendment to Article III or Article IV of this Policy (including, for the avoidance of doubt, an adverse amendment to any definition in Article II that is used in either of such articles) shall not apply to any Participant who terminated the severance provisions in the Participant’s employment agreement (other than the KEESAs) on the Effective Date (unless such Participant has consented thereto in writing);

(c)after the occurrence of a Change in Control, (i) any termination or suspension of the Policy during the two (2) year period following the Change in Control will not be applicable to Eligible Employees who are employed on the date of the Change in Control, and (ii) no amendment during the two (2) year period following the Change in Control shall adversely affect any right of a Participant or Eligible Employee without the written consent of such Participant or Eligible Employee; and no amendment shall give the Company the right to recover any amount paid to any Participant prior to the date of such amendment or to cause the cessation of severance benefits for a Participant who has already executed a Release, unless required by applicable law or the listing requirements of the national securities exchange on which the Company’s shares are then listed.

Section 1.03Duration. The Policy shall continue in full force and effect until the earlier of (a) termination of the Policy pursuant to Section 7.02 or (b) the second anniversary of a Change in Control; provided, however, that after the termination of the Policy, if any Participant terminated employment due prior to the termination of the Policy and is still entitled to receive payments or benefits hereunder, then the Policy shall remain in effect with respect to such Participant until all of such obligations are satisfied.

Article VIII
MISCELLANEOUS

Section 1.01Nonalienation of Benefits. None of the payments, benefits or rights of any Participant shall be subject to any claim of any creditor of any Participant, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment (if permitted under applicable law), trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments that he or she may expect to receive, contingently or otherwise, under this Policy.

Section 1.02Notices. All notices and other communications required hereunder shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service. In the case of the Participant, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to the Committee at the address for the Company’s headquarters.

Section 1.03Successors and Assigns. Any Successor shall be required to execute a written agreement assuming this Policy and expressly agreeing to perform the obligations under this Policy. Except as provided in this Section 8.03, this Policy shall not be assignable by the Company. This Policy shall not be terminated by the voluntary or involuntary dissolution of the Company.

Section 1.04Set-Off. With respect to amounts paid under the Policy that are not subject to Code Section 409A, the Committee reserves the right to make deductions in accordance with applicable law for any monies owed to the Company by the Participant or the value of Company property that the Participant has retained in his or her possession; provided, however, that such deductions cannot exceed $5,000 in the aggregate to the extent needed to comply with Code Section 409A and further provided that no such deductions shall be made to amounts due under Article V.

Section 1.05No Mitigation. Participants shall not be required to mitigate the amount of any severance payments or other benefits provided for in this Policy by seeking other employment or otherwise, nor shall the amount of any severance payments or other benefits provided for herein be reduced by any compensation earned by other employment or otherwise, except as otherwise expressly provided herein (including but not limited to the adjustment of the COBRA benefit under Section 5.01(b)) or if the Participant is re-employed by the Company or any of its affiliates, in which case severance payments or benefits not yet paid or provided shall cease.

Section 1.06No Contract of Employment. Neither the establishment of the Policy, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Eligible Employee or any person whosoever, the right to be retained in the service of the Company or the Employer, and all Eligible Employees shall remain subject to discharge to the same extent as if the Policy had never been adopted.

Section 1.07Severability of Provisions. If any provision of this Policy shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provisions hereof, and this Policy shall be construed and enforced as if such provisions had not been included.

Section 1.08Heirs, Assigns, and Personal Representatives. This Policy shall be binding upon the heirs, executors, administrators, successors and assigns of the Participant, present and future.

Section 1.09Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Policy, and shall not be employed in the construction of the Policy.

Section 1.10Gender and Number. Where the context admits, words in any gender shall include any other gender, and, except where otherwise clearly indicated by context, the singular shall include the plural, and vice-versa.

Section 1.11Unfunded Policy. Except as otherwise expressly provided herein, the Policy shall not be funded and all payments due hereunder will be paid form the general assets of the Company.

Section 1.12Payments to Incompetent Persons. Any benefit payable to or for the benefit of an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company, the Committee and all other interested parties with respect thereto.

Section 1.13Governing Law; Dispute Resolution.

(a)Governing Law. This Policy shall be governed by and construed in accordance with the laws of the State of Wisconsin to the extent not superseded by federal law, without reference to conflict of laws principles thereof.

(b)Dispute Resolution. Any dispute arising out of this Policy shall, at the Participant’s election, be determined by arbitration under the Commercial Arbitration Rules (and not the National Rules for Resolution of Employment Disputes) of the American Arbitration Association then in effect (in which case both the Company and the Participant shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Participant’s election, if the Participant is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Participant resides; provided, that, if the Participant is not then residing in the United States, the election of the Participant with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty (30) cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Participant’s residence. In the event of an arbitration, the arbitrator shall prepare a decision explaining in reasonable detail the basis for any award, and judgement upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Pending resolution of any dispute, the Participant shall continue to receive all payments and benefits due under this Policy or otherwise, except to the extent that the arbitrator or judge otherwise provides. The Participant, by virtue of participating herein, and the Company consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.  

(c)Reimbursement of Expenses. If, after a Change in Control, (i) a dispute arises with respect to the enforcement of the Participant’s rights under this Policy or (b) any legal or arbitration proceeding shall be brought to enforce or interpret any provision contained herein or to recover damages for breach hereof, in either case so long as the Participant is not acting in bad faith, then the Company shall reimburse the Participant for any reasonable attorneys’ fees and necessary costs and disbursements incurred as a result of the dispute and any legal or arbitration proceeding (“Expenses”), and prejudgment interest on any money judgment or arbitration award obtained by the Participant calculated at the rate of interest announced by BMO Harris Bank from time to time at its prime or base lending rate from the date that payments to him or her should have been made under this Policy. Within ten (10) days after the Participant’s written request therefor (but in no event later than the end of the calendar year following the calendar year in which such Expense is incurred), the Company shall reimburse the Participant, or such other person or entity as the Participant may designate in writing to the Company, the Participant’s reasonable Expenses.

    This First Amendment (the “First Amendment”) to the Executive Employment Agreement, which was entered into by the parties hereto on March 12, 2019 (the “Agreement”) is made and entered into on this 3rd day of November, 2023, by and between Louis V. Pinkham (the “Executive”) and Regal Rexnord Corporation, a Wisconsin corporation (along with any successor thereto, the “Company”).

    WHEREAS, the Company has adopted the Regal Rexnord Corporation Executive Severance Policy (the “Severance Policy”), and in connection therewith, the Executive has executed a KEESA Termination Agreement which terminates his Key Executive Employment and Severance Agreement (the “KEESA”); and

    WHEREAS, the Executive and the Company desire to amend the Agreement to eliminate all references to the KEESA and to provide for coordination between the provisions of the Agreement and the Severance Policy.

    NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:

1.Section 1.4 (Coordination with KEESA) is deleted in its entirety.

2.Section 4 (Termination of Employment) is deleted in its entirety and replaced with the following:

    4.    Termination of Employment. The procedures for the termination of the Employment Term and Executive’s employment hereunder, and the benefits that Executive may receive upon such termination, shall be governed by the Company’s Executive Severance Policy.

3.Section 8 is amended by deleting the final four sentences therein and replacing them with the following:

Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin. In any arbitration, the arbitrator(s) shall prepare a written decision explaining in reasonable detail the basis for any award, and judgement upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Pending resolution of any dispute, the Executive (and his beneficiaries) shall continue to receive all payments and benefits due under this Agreement or otherwise that are not subject to a good faith dispute. At the conclusion of such arbitration or litigation the Company shall promptly reimburse the Executive for any expenses incurred by him in such arbitration or litigation (including, without limitation, attorney’s fees and other necessary costs and disbursements incurred by him in connection with the proceeding), to the extent that the Executive is ultimately determined to have substantially prevailed with respect to a disputed claim.

4.Section 10 is amended by deleting the last two sentences therein in their entirety.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first above written.

As Amended and Restated Effective January 1, 2024

Section 1 - Purpose of Plan

Regal Rexnord has established this Supplemental Retirement Plan to provide supplemental retirement benefits to a select group of management and highly compensated employees, and to non-employee directors, of the Company. It is intended that this Plan, together with any Trust Agreement, shall be unfunded for purposes of the Code and shall constitute an unfunded pension plan maintained for a select group of management and highly compensated employees for purposes of Title I of ERISA, and shall comply with Code Section 409A and all formal regulations, rulings, and guidance issued thereunder.

Section 2 - Definitions

As used in this Plan, each of the following terms shall have the respective meaning set forth below unless a different meaning is plainly required by the content.

2.1“Account” means the bookkeeping account maintained on behalf of a Participant under the Plan, which shall include a sub-account with respect to each Plan Year’s contributions (as adjusted for earnings or losses thereon, plus distributions therefrom), as well as any additional sub-accounts as the Company determines are necessary or desirable to effectuate the administration of the Plan.

2.2“Affiliate” means each entity that is required to be aggregated with the Company pursuant to Code Section 414(b) or (c); provided that for purposes of determining if a Participant has incurred a Separation from Service, the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

2.3“Allocation Date” means:

(a)With respect to Participant deferrals (and, if applicable, related Company matching contributions), the date the deferred amount would have otherwise been paid to the Participant but for the Participant’s deferral election;

(b)With respect to the fixed Company contributions described in Section 5.1, (i) for a Participant who is employed on the last day of the Plan Year, such date, and (ii) for a Participant that ceased to be an Active Participant during the Plan Year, the date such person ceased to be an Active Participant; and

(c)With respect to the discretionary Company contributions described in Section 5.2, the last day of the Plan Year, unless another date has been approved by the Committee.

2.4“Annual Enrollment Period” means the period designated by the Company during which deferral elections can be made. Notwithstanding the foregoing, in all cases, the Annual Enrollment Period will end no later than December 31 of the year immediately preceding the Plan Year for which such enrollment is effective.

2.5“Beneficiary” means the person, persons or entity designated by the Participant to receive any benefits payable under this Plan after the Participant’s death.

2.6“Board” means the Board of Directors of Regal Rexnord Corporation.

2.7“Code” means the Internal Revenue Code of 1986, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of the Code shall be deemed to include reference to any successor provision thereto.

2.8“Committee” means the Compensation Committee of the Board.

2.9“Company” means Regal Rexnord Corporation, a Wisconsin corporation, its successors and assigns, and any Affiliate which grants participation hereunder to an employee with the Company’s consent. References to the Company in the Plan refer to the Company or, if appropriate, the participating Affiliate of the Company which employees the Participant.

2.10“Eligible Compensation” means, with respect to a Plan Year, the Participant’s gross base annual salary as in effect on the last day of the Plan Year (or for a Participant who ceases to be an Active Participant before the last day of the Plan Year, as of the date immediately before active participation ceases), plus, solely for purposes of determining the fixed Company contributions described in Section 5.1, the amount of any Company target bonus opportunity established for the Plan Year (whether or not earned or paid for such Plan Year), all as determined without regard to any reductions thereto for taxes, contributions to a retirement plan, payment of premiums under a benefit plan, or similar deductions.

For purposes hereof, a Participant’s Company target bonus opportunity means the sum of:

(a) the Participant’s target annual cash bonus for the Plan Year; provided that, if the Participant has ceased to be an Active Participant before the target annual cash bonus opportunity has been determined for the Plan Year, then the prior Plan Year’s target annual cash bonus shall be used; and

(b) if approved by the Committee for a particular Plan Year, the grant date value (as determined for accounting purposes) of the Participant’s long-term incentive awards granted in the Plan Year.

With respect to the Plan Year in which a Participant commences or ceases participation in the Plan as an Active Participant, his or her Eligible Compensation shall be prorated to reflect the period of time during which the individual was an Active Participant during the Plan Year, unless the Committee determines otherwise prior to the date that participation commences or ceases.

No other compensation shall be considered Eligible Compensation, including but not limited to: (i) reimbursements or other expense allowances, whether or not includable in gross income, and including but not limited to car allowances, (ii) cash and non-cash fringe benefits, including but not limited to contest prizes, (iii) moving expenses, (iv) welfare benefits, including but not limited to imputed income on life insurance coverage, unused and/or accrued vacation pay and severance pay, and (v) any distribution of stock, excluding proceeds from any stock options, stock appreciation rights, or any other amounts realized under stock or equity-based management incentive plan.

2.11“Eligible Employee” means:

(a)For purposes of eligibility to make deferral contributions (and receive the related matching contributions) under Section 4, each employee of the Company or an Affiliate who, on the determination date selected by the Company (which shall typically be in October of each year) has an annual rate of base salary that equals or exceeds the compensation limit in effect under Code Section 401(a)(17) at such time; and

(b)For purposes of eligibility to receive Company contributions under Section 5, any officer or other employee of the Company or an Affiliate who is designated as eligible to participate in the Plan by the Committee (with respect to officers) or by the Company (with respect to all other employees);

provided participation is limited to a select group of management or highly compensated employees.

2.12"Non-Employee Directors” means each member of the Board who is not an Employee of the Company or an Affiliate.

2.13“Participant” means:

(a) For purposes of Section 4, (i) an Eligible Employee who meets the requirements of Section 2.11(a) and who has made a deferral election under Section 4, and (ii) each Non-Employee Director who has made a deferral election under Section 4; or

(b)For purposes of Section 5.1 and/or Section 5.2, an Eligible Employee who has been designated under Section 2.11(b) as eligible to receive a Company contribution for any Plan Year (or portion thereof) under Section 5.1 and/or 5.2,

(each such person, an “Active Participant”). The term “Participant” also includes any person who previously participated in the Plan and remains entitled to benefits hereunder to the extent the context so requires. When an individual’s entire vested Account balance has been distributed, he or she shall cease to be a Participant.

2.14“Plan” means the Regal Rexnord Supplemental Retirement Plan, as set forth herein and as may be amended from time to time. Prior to January 1, 2024, the Plan was named the “Regal Beloit Corporation Supplemental Defined Contribution Retirement Plan.”

2.15“Plan Year” means the calendar year.

2.16“Separation from Service” means, for a Participant who is an employee, the Participant’s termination of employment from the Company and all Affiliates within the meaning of Code Section 409A, including the following rules:

(a)If a Participant takes a leave of absence from the Company or an Affiliate for purposes of military leave, sick leave or other bona fide leave of absence, the Participant’s employment will be deemed to continue for the first six (6) months of the leave of absence, or if longer, for so long as the Participant’s right to reemployment is provided either by statute or by contract; provided that if the leave of absence is due to the Participant’s medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of six months or more, and such impairment causes the Participant to be unable to perform the duties of his position with the Company or an Affiliate or a substantially similar position of employment, then the leave period may be extended for up to a total of 29 months.

(b)A Participant shall be presumed to incur a Separation from Service when the level of bona fide services provided by the Participant to the Company and its Affiliates permanently decreases to a level of twenty percent (20%) or less of the level of services rendered by such individual, on average, during the immediately preceding 36 months.

(c)A Participant shall be presumed to not incur a Separation from Service when the level of bona fide services provided by the Participant to the Company and its Affiliates continues at a rate that is at least fifty percent (50%) of the level of services rendered by such individual, on average, during the immediately preceding 36 months.

For a Participant who is a Non-Employee Director, “Separation from Service” means the termination of the Non-Employee Director’s service as a member of the Board, whether by retirement or otherwise, provided the termination of service is a good-faith and complete termination of the relationship with the Company in accordance with Treasury Regulation section 1.409A-1(h), which is incorporated herein by this reference.

2.17“Termination for Cause” means a termination of service of the Participant resulting from the Participant’s fraud, misappropriation, embezzlement, or theft of Company property, conviction of a felony, or violation of restrictive covenants contained in any employment agreement between him and the Company, or a willful and repeated violation of published standards of conduct of the Company, the determination of which shall be made solely by the Company.

2.18“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from any of the following, as determined by the Committee based on all of the relevant facts and circumstances:

(a)a sudden and unexpected illness or accident of the Participant or a dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) thereof) of the Participant;

(b)loss of the Participant’s property due to casualty; or

(c)other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant within the meaning of Code Section 409A.

2.19“Valuation Date” means the last day of each Plan Year and such other date or dates as the Committee may deem necessary or desirable.

2.20“Year(s) of Participation Service” shall mean, with respect to a Participant, Years of Service during which the Participant is an Active Participant in the Plan. Nonconsecutive periods of service shall be aggregated, with 12 months of service or 365 days of service equaling a whole Year of Participation Service. In its sole discretion, the Committee may award additional whole or partial Years of Participation Service to a Participant at any time prior to his or her Separation from Service.

2.21“Year(s) of Vesting Service” means years of service credited to a Participant based on the period beginning on the Participant’s employment commencement date with the Company and its Affiliates and ending on the date the Participant incurs a termination of employment with the Company and its Affiliates. Nonconsecutive periods of service shall be aggregated, with 12 months of service or 365 days of service equaling a whole Year of Vesting Service. In its sole discretion, the Committee may award additional whole or partial Years of Vesting Service to a Participant at any time prior to his or her Separation from Service.

Section 3 - Participation

3.1Commencement of Participation

(a)For purposes of Section 4, an Eligible Employee and a Non-Employee Director shall become an Active Participant upon making a deferral election for a Plan Year.

(b)For purposes of Section 5, an Eligible Employee shall become an Active Participant as of the date determined by the Committee (for officers) or the Company (for all other Eligible Employees). The Committee or Company, as applicable, may provide for a retroactive or prospective participation date.

3.2Termination of Participation

A Participant shall cease to be an Active Participant effective on the date that (a) he or she ceases to be an employee of the Company and its Affiliates or ceases to be a Non-Employee Director, as applicable, or (b) the Company or Committee, as applicable, determines that such individual shall cease to participate.

Section 4 - Participant Deferrals and Company Matching Contributions

4.1Participants Deferrals Elections. During the Annual Enrollment Period:

(a) an Eligible Employee may elect to defer up to seventy-five percent (75%) of his or her base salary that will be paid in the following calendar year in excess of the Code Section 401(a)(17) compensation limit as in effect for such following calendar year; and

(b)a Non-Employee Director may elect to defer up to one hundred percent (100%) of his or her cash fees (including but not limited to fees paid as a retainer, due to the Non-Employee Director serving as a chairperson of a committee, paid to the individual for serving as a lead director or paid for attendance at meetings) that will be paid in the following calendar year in connection with such individual’s service on the Board.

Deferral elections shall be made according to the procedures established by the Company, which may include making an election by electronic means. An Eligible Employee’s or Non-Employee Director’s election to defer compensation shall be effective only for the calendar year to which the election relates, and shall not carry over from year to year, unless the election form specifies otherwise. As of the end of the applicable Annual Enrollment Period, the Eligible Employee’s or Non-Employee Director’s deferral election shall be irrevocable except as provided in Section 4.2. An Eligible Employee or No-Employee Director may make a deferral election at such other times not described above as may be permitted by the Company consistent with the requirements of Code Section 409A. All deferrals shall be credited to the Participant’s Account on, or as soon as practicable after, the Allocation Date.

4.2Cancellation of Deferral Elections.

(a)Permitted Cancellations. Notwithstanding any other provision of the Plan to the contrary, if the Company determines that an Active Participant’s deferral election(s) must be cancelled in order for the individual to receive a hardship distribution under the Company’s or any affiliate’s 401(k) plan or as needed for the Active Participant to receive an unforeseeable emergency distribution hereunder, then the Active Participant’s deferral election(s) shall be cancelled to the extent permitted under Code Section 409A.

(b)Effect of Cancellation. An Active Participant whose deferral election(s) are cancelled pursuant to this Section 4.2 may make a new deferral election under Section 4.1 if such individual continues to be an Eligible Employee or Non-Employee Director for the next Annual Enrollment Period.

4.3Matching Contributions. The Company shall allocate to the Account of each Active Participant who has made a deferral election hereunder and who is an Eligible Employee a matching contribution determined by applying the same matching contribution formula that is in effect for such Participant under the 401(k) plan of the Company or Affiliate in which the Participant is eligible to participate to the deferrals made by the Participant hereunder. Company matching contributions shall be credited to the Participant’s Account on, or as soon as practicable after, the Allocation Date. Notwithstanding the foregoing, a Participant who is (a) eligible to receive a Company contribution under Section 5.1 for a Plan Year, or (b) who is a Non-Employee Director, shall not be eligible to receive any matching contributions hereunder for such Plan Year.

Section 5 - Company Contributions

5.1Fixed Company Contributions. Only those Eligible Employees who have been designated, pursuant to Section 2.13(b), as being eligible to receive a Company contribution under this Section 5.1 shall be considered an Active Participant for purposes of this Section 5.1. As soon as practicable after an Allocation Date, the Account of each individual who was an Active Participant for purposes of this Section 5.1 at any time during the Plan Year shall be credited with an amount determined under (a) or (b) below, as applicable:

(a)For Participants who were first designated as eligible for any Plan Year prior to 2020, the amount determined pursuant to the following:

(b)For Participants who are first designated as eligible for the 2020 Plan Year or any subsequent Plan Year, the amount determined pursuant to the following:

5.2Discretionary Company Contributions. Only those Eligible Employees who have been designated, pursuant to Section 2.13(b), as being eligible to receive a Company contribution under this Section 5.2 shall be considered an Active Participant for purposes of this Section 5.2. The Company may, from time to time, allocate to the Account of any Active Participant such amount, if any, as is determined by the Committee (with respect to officers) or the Company

(with respect to all other Eligible Employees) in its sole discretion with respect to such individual, subject to such conditions as the Committee or Company, as applicable, may determine. The discretionary contribution amount may vary from Plan Year to Plan Year and from Participant to Participant. Discretionary contributions shall be allocated to a Participant’s Account as of the Allocation Date. Notwithstanding the foregoing, a Participant who is eligible to receive a Company contribution under Section 5.1 for a Plan Year shall not be eligible to receive any discretionary company contributions hereunder for such Plan Year.

Section 6 - Participant Accounts

6.1Maintenance of Accounts

The Company shall establish a separate bookkeeping Account for each Participant and shall credit (or debit) to each such Participant’s Account the following amounts at the times specified:

(a)The deferrals and, if applicable, Company contributions determined pursuant to Sections 4 and 5 above for any Plan Year.

(b)As of each Valuation Date, an amount equal to the gains or losses since the last preceding Valuation Date, based on the investment option(s) in which the Account is deemed invested.

(c)The amount distributed from the Participant’s Account, as of the date of such distribution.

6.2Investment Options

(a)Investment Options. From time to time, the Committee shall designate one or more investment options that shall be available under the Plan for purposes of calculating earnings (or losses) on Participants’ Accounts. In no event shall Company stock be an investment option. The Committee shall also designate a default investment option in which a Participant’s Account shall be deemed invested if a Participant does not make an investment election under subsection (b).

(b)Elections. A Participant shall be permitted to elect to have his or her Account deemed invested in one or more of the investment options made available under the Plan. A Participant may change his or her investment option election with respect to either the investment of future amounts credited to the Participant’s Account and/or the investment of all or a designated portion of the current balance of the Participant’s Account. All such elections must be made in accordance with the procedures established by the Company. Any investment election made pursuant to this subsection shall be effective as soon as administratively possible after the date that the Participant files the investment option election.

(c)Adjustment for Earnings or Losses. A Participant’s Account shall be credited with earnings (or debited for losses) based on the investment options selected by the Participant, or, if no investment election has been made, based on the default investment option designated by the Committee.

6.3No Trust Created

Participants’ Accounts shall be utilized solely as a device for the measurement and determination of the amounts to be paid to Participants under the Plan. Participant Accounts shall not constitute or be treated as a trust fund of any kind. Title to and beneficial ownership of any assets which the Company may earmark to pay deferred compensation hereunder shall at all times remain in the Company, and Participants shall have no interest in any specific assets of the Company by virtue of this Plan.

Notwithstanding the foregoing, the Company reserves the right to finance its obligation hereunder in any manner.

Section 7 - Vesting

7.1Vesting – General

(a)Except as provided in subsection (b), a Participant shall be one hundred percent (100%) vested in his or her Account.

(b)With respect to the Participant’s sub-account to which amounts under Section 5.1 are allocated, a Participant shall become one hundred percent (100%) vested in the Participant’s Account on the date the Participant has completed at least three (3) Years of Vesting Service. The Committee may, in its discretion, approve more favorable vesting with respect to a Participant’s Account, including accelerated vesting upon a Participant’s Termination. A Participant’s Account shall become one hundred percent (100%) vested if the Participant dies while employed by the Company and its Affiliates. In the event of a Participant’s termination of employment from the Company and its Affiliates prior to becoming vested, the Participant’s Account shall be forfeited.

7.2Termination for Cause

Notwithstanding the provisions of Section 7.1, upon a Participant’s Termination for Cause, the Participant’s sub-account to which amounts under Section 5.1 are allocated shall be forfeited, and no benefit shall be payable to the Participant under the Plan.

Section 8 - Payment of Benefits

8.1Default Form, Timing and Medium of Payment

Except as otherwise may be provided in this Section or in Section 8.2, 8.3 or 8.4, the Participant’s Account (or any particular sub-account) shall be distributed or commenced to be distributed on the first day of the seventh (7th) month following the month in which the Participant’s Separation from Service occurs in a single sum distribution, or if so elected by the Participant, in installments. If the Participant’s Separation from Service is due to death, the Participant’s Account shall be distributed in a single sum distribution (notwithstanding any installment election previously made) to the Participant’s Beneficiary as soon as practicable following the Participant’s death, but in no event later than ninety (90) days after the date of the Participant’s death.

All distributions made pursuant to this Plan shall be made in cash. All distributions hereunder shall be the amount determined as of a Valuation Date that is within two weeks preceding the date of distribution.

8.2Installment Elections

(a)Timing of Elections. A Participant may elect, prior to the first day of a Plan Year, that the sub-account(s) established for the following Plan Year be paid in annual installments for a maximum of ten (10) years following the Participant’s Separation from Service instead of in a single sum cash distribution.

Notwithstanding the foregoing, with respect to the first contribution to which a Participant becomes entitled under Section 5.1, the Participant may elect, within the first thirty (30) days of participation with respect to such contribution, to have the sub-account established under Section 5.1 for the first year of participation paid in annual installments for a maximum of ten (10) years instead of a single cash distribution. With respect to each sub-account established for each subsequent year, the installment election shall be made in accordance with the first paragraph of this subsection (a).

All elections must be made in accordance with the procedures (including any deadlines) established by the Company. A Participant’s election to have the Participant’s sub-account(s) paid in installments shall be effective only for the calendar year to which the election relates, and shall not carry over from year to year, unless the election form specifies otherwise.

(b)Manner of Payment. If a Participant’s Account is to be distributed in installments, the initial installment shall be paid in accordance with Section 8.1, the second installment shall be made in January of the calendar year following the date of payment of the initial installment, and each subsequent installment thereafter (if any) shall be made in each January thereafter until all installment payments have been paid to the Participant. For the avoidance of doubt, the amount of each installment payment shall equal the quotient of (i) the remaining Account balance to be distributed, divided by (ii) the number of installment payments remaining in the applicable period of annual installments.

Notwithstanding the foregoing, if the balance of a Participant’s Account (excluding any SAP Accounts under Appendix A) is $25,000 or less as of the date any installment payment is due, then the entire remaining balance of the Participant’s Account shall be accelerated and paid in a single cash distribution.

(c)Irrevocability. All elections made hereunder shall be irrevocable except as provided by Section 8.4.

(d)Payment to Beneficiaries. If a Participant elected to have the Participant’s Account be paid in the form of annual installments and the Participant dies prior to receiving all such annual installments, the Beneficiary of the deceased Participant shall receive such remaining payments as a lump-sum.

8.3In-Service Distribution Elections.

(a)Timing of Election. A Participant may elect, prior to the first day of a Plan Year, that the sub-account(s) established for the following Plan Year be paid at one or more specified dates (as permitted by the Company) prior to the Participant’s Separation from Service. If the Participant Separates from Service prior to the date so specified, then the Participant’s Account will be paid upon such Separation from Service in accordance with Section 8.1, and if applicable, Section 8.2. All elections must be made in accordance with the procedures (including any deadlines) established by the Company. A Participant’s election to have the Participant’s sub-account(s) paid at one or more specified dates shall be effective only for the calendar year to which the election relates, and shall not carry over from year to year, unless the election form specifies otherwise.

(b)Irrevocability. All elections made hereunder shall be irrevocable except as provided by Section 8.4.

8.4Subsequent Changes in Time or Form of Payment.

An Active Participant may elect to delay the payment of one or more of his or her sub-accounts or to change the form of distribution of one or more of his or her sub-accounts, in accordance with such procedures as the Company may establish, provided that the following conditions are met:

(a)Any election under this Section 8.4 shall not take effect until a date that is at least twelve (12) months after the date on which the election is made;

(b)The election must result in the distribution of the sub-account being deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid;

(c)Any election under this Section 8.4 shall be made on a date that is not less than twelve (12) months prior to the date the payment is originally scheduled to be made; and

(d)Only one election per sub-account shall be permitted.

8.5Unforeseeable Emergency Distribution         

        The Participant shall have no right to receive amounts credited to his or her Account other than as provided in this Section 8. However, the Committee may allow a partial or total distribution of the Participant’s interest in his Account, after the Account has become vested and prior to the time it otherwise would be payable, upon the Participant’s request and a demonstration by the Participant of a severe financial hardship as the result of an Unforeseeable Emergency. The amount of any such distribution shall be limited to the amount reasonably deemed necessary to the Committee to alleviate the Participant’s Unforeseeable Emergency and an amount to cover any Federal, state or local income taxes or penalties reasonably anticipated to result from the distribution. Such distribution shall be made in a single sum as soon as administratively possible following the Committee’s approval.

Section 9 - Administration

9.1General

The Plan shall be administered by the Committee. The Committee may assign duties to an officer or other employees of the Company and delegate such duties as it sees fit.

9.2Authority

The Committee shall have full and complete discretionary authority to determine eligibility for benefits under the Plan, manage and administer the Plan, construe the terms of the Plan and decide any matter presented through the claims procedure. In addition to any powers, rights, and duties set forth elsewhere in the Plan, it shall have the following discretionary powers and duties to:

(a)adopt such rules and regulations consistent with the provisions of the Plan as it deems necessary for the proper and efficient administration of the Plan;

(b)administer the Plan in accordance with its terms and any rules and regulations it establishes;

(c)maintain records concerning the Plan sufficient to prepare reports, returns, and other information required by the Plan or by law;

(d)construe and interpret the Plan, and to resolve all questions arising under the Plan;

(e)direct the Company to pay benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan;

(f)employ or retain agents, attorneys, actuaries, accountants or other persons who may also be employed by or represent the Company; and

(g)be responsible for the preparation, filing, and disclosure on behalf of the Plan of such documents and reports as are required by any applicable federal or state law.

Any final determination by the Committee shall be binding on all parties. If challenged in court, such determination shall not be subject to de novo review and shall not be overturned unless proven to be arbitrary and capricious based upon the evidence considered by the Committee at the time of such determination.

9.3Information to be Furnished to Committee

The records of the Company shall be determinative of each Participant’s period of employment, Separation from Service and the reason therefor, disability, leave of absence, Years of Vesting Service, Years of Participation Service, personal data, and Eligible Compensation. Participants and their Beneficiaries shall furnish to the Committee such evidence, data or information, and execute such documents as the Committee requests.

9.4Governing Law

This Plan shall be construed in accordance with the laws of the State of Wisconsin, without reference to conflict of law principles thereof, to the extent not preempted by the provisions of the Employee Retirement Income Security Act of 1974, as amended from time to time, or other federal law.

9.5Expenses

All expenses and costs incurred in connection with the administration and operation of the Plan shall be borne by the Company.

9.6Minor or Incompetent Payees

If a person to whom a benefit is payable is a minor or is otherwise incompetent by reason of a physical or mental disability, the Committee may cause the payments due to such person to be made to another person for the first person’s benefit without any responsibility to see to the application of such payment. Such payments shall operate as a complete discharge of the obligations to such person under the Plan.

9.7Withholding

To the extent required by law, the Company shall withhold any taxes required to be withheld by the federal or any state or local government from payments made hereunder or from other amounts due to the Participant by the Company or any Affiliate.

In addition, if prior to the date of distribution of any amount hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due, then the Company may authorize a payment from the Participant’s Account equal to the amount needed to pay the Participant’s portion of such tax, as well as withholding taxes resulting therefrom (including the additional taxes attributable to the pyramiding of such distributions and taxes).

9.8Indemnification

The Company shall indemnify and hold harmless each member of the Committee and each other employee or director involved in the administration of the Plan with respect to any and all liabilities and expenses arising out of the administration of the Plan, except liabilities and expenses arising out of such person’s own gross negligence or willful misconduct.

9.9Designation of Beneficiary

The Participant may designate a Beneficiary to receive the balance of the Participant’s Account if the Participant dies before such amounts are paid. Each Participant shall be permitted to name, change or revoke the Participant’s designation of a Beneficiary shall be made according to the procedures established by the Company, which may include making an election by electronic means; provided, however, that the designation on file with the Company at the time of the Participant’s death shall be controlling. Should a Participant fail to make a valid beneficiary designation or leave no named Beneficiary surviving, any benefits due shall be paid to such Participant’s spouse, if living, or if not living, then any benefits due shall be paid to such Participant’s estate.

9.10Unclaimed Benefits

Section 10 - Status of Plan and Trust Agreement

10.1Unfunded Status of the Plan

The right of any individual to receive payment under the provisions of this Plan shall be an unsecured claim against the general assets of the Company, and no provisions contained in this Plan, nor any action taken pursuant to this Plan, shall be construed to give any individual at any time a security interest in any asset of the Company. The liabilities of the Company to any individual pursuant to this Plan shall be those of a debtor pursuant to such contractual obligations as are created by this Plan and to the extent any person acquires a right to receive payment from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. Amounts, if any, which may be set aside by the Company for accounting purposes shall not in any way be held in trust for, or be subject to the claims of, any individual who may be entitled to a benefit hereunder.

10.2Existence and Purposes of Trust Agreement

The Company may enter into a trust agreement with a trustee to hold a trust fund that may become the source of Plan benefits as provided in such agreement. In such event, the trustee would have such powers to hold, invest, reinvest, control, and disburse such trust fund as shall, at such time and from time to time, be set forth in the trust agreement or this Plan. The trust agreement, if any, shall be deemed to be a part of this Plan, and all rights of Participants and Beneficiaries under this Plan shall be subject to the provisions of the trust agreement, if and as applicable.

No Participant or Beneficiary, nor any other person, shall have any right to, or interest in, any assets of the trust fund maintained under the trust agreement upon termination of such Participant’s employment or otherwise, except as may be specifically provided from time to time in this Plan, the trust agreement, or both, and then only to the extent so specifically provided.

Section 11 - Claims Procedure

11.1Claims

If the Participant or the Participant’s Beneficiary (hereinafter referred to as “claimant”) believes he or she is being denied any benefit to which he or she is entitled under this Plan for any reason, he or she may file a written claim with the Company no later than 90 days following the date the payment that is in dispute should have been made. The Company shall review the claim and notify the claimant of its decision within 90 days of receipt of such claim, unless the claimant receives written notice prior to the end of the 90-day period stating that special circumstances require an extension of the time for decision. The Company’s decision shall be in writing, sent by first class mail to the claimant’s last known address, and if a denial of the claim, shall contain the specific reasons for the denial, reference to pertinent provisions of the Plan on which the denial is based, a description of any additional information or material necessary to perfect the claim, and an explanation of the claims review procedure including the claimant’s right to bring a suit for benefits under ERISA Section 502 if the claimant’s appeal is denied.

11.2Review Procedure

A claimant is entitled to request the Committee’s review of any denial of a claim, by written request to the Committee within 60 days of receipt of the denial. Absent a request for review within the 60-day period, the claim will be deemed to be conclusively denied. The Committee shall afford the claimant or his authorized representative the opportunity to review all pertinent documents and submit issues and comments in writing and shall render a decision in writing, all within 60 days after receipt of a request for review (provided that in special circumstances the Committee may extend the time for decision by not more than 60 days upon written notice to the claimant). The Committee’s review decision shall contain specific reasons for the decision and reference to the pertinent provisions of the Plan, and notification to the claimant of his or her right to bring suit for benefits under ERISA Section 502.

11.3Suit for Benefits

A claimant’s suit for benefits under ERISA Section 502 must be brought within 365 days following the date of the denial of the Claimant’s appeal by the Committee, of if the Committee does not issue a timely denial, within 365 days following the date the Committee’s appeal denial should have been issued in accordance with the terms of the Plan.

Section 12 - Amendment and Termination

12.1Right to Amend or Modify

The Plan may be amended or modified in whole or in part by the Committee or the Board at any time; provided, however, that no amendment or modification shall retroactively decrease a Participant’s Account determined as of the date of such amendment or modification.

12.2Right to Terminate

The Committee or the Board reserves the right to terminate the Plan at any time. Termination of the Plan shall not decrease a Participant’s vested Account determined as of the termination date. Upon termination of the Plan, the Committee or Board may provide that the Participants’ vested Account be paid in a single lump sum to the extent permitted by and in accordance with Code Section 409A.

Section 13 - Miscellaneous

13.1No Rights to Continued Service

Nothing herein shall constitute a contract of employment or of continuing service or in any manner obligate the Company to continue the services of the Participant or obligate the Participant to continue in the service of the Company, or as a limitation of the right of the Company or any Affiliate to discharge any of its employees, with or without cause. Nothing herein shall be construed as fixing or regulating the compensation or other remuneration payable to the Participant.

13.2Offset

If, at the time payments or installments of payments are to be made hereunder, the Participant or the Beneficiary or both are indebted or obligated to the Company, then the payments remaining to be made to the Participant or the Beneficiary or both may, at the discretion of the Company, be reduced by the amount of such indebtedness or obligation, provided, however, that an election by the Company not to reduce any such payment or payments shall not constitute a waiver of its claim for such indebtedness or obligation.

13.3Protective Provisions

In order to facilitate the payment of benefits hereunder, each Participant or Beneficiary shall cooperate with the Company by furnishing any and all information requested by the Company, and taking such other actions as may be requested by the Company. If the Participant or Beneficiary refuses to cooperate, the Plan and the Company shall have no further obligation to him or her under the Plan. In such event, no benefit shall be payable to the Participant or his Beneficiary.

13.4Non-assignability

Neither the Participant nor any other person shall have any voluntary or involuntary right to commute, sell, assign, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are expressly declared to be unassignable and non-transferrable. No part of the amounts payable shall be, prior to actual payment, subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, or be transferrable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency.

13.5Notice

Any notice required or permitted to be given under the Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail to the last known address of the Participant if to the Participant, or, if given to the Company, to the principal office of the Company, directed to the attention of the Committee. Such notice shall be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.

13.6Unclaimed Benefits

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this amended Plan document on its behalf this 3rd day of November, 2023, to be effective as of January 1, 2024.

                        By:                             

                        Title:                             

Effective January 1, 2024, the account balances maintained under the Altra Savings Advantage Plan (the “SAP”) became subject to the terms and conditions of this Plan. Except as set forth below, all terms and conditions of the Plan apply to such transferred account balances, which are referred to in this Appendix as the “SAP Accounts”. For clarity, each reference herein to a “SAP Account” includes any sub-accounts maintained under such SAP Account.

Accounts in Pay Status. If a Participant’s SAP Account is in pay status as of January 1, 2024, or if the distribution event for such SAP Account has occurred prior to January 1, 2024, then such SAP Account shall be paid in accordance with the Participant’s distribution election (or if applicable, the default payment rules of the SAP as in effect on December 31, 2023) from and after January 1, 2024.

Timing of Payment - General. A Participant’s SAP Account shall be paid at the following time, as previously elected by the Participant under the SAP: (a) on or about the first day of any month elected by the Participant; (b) with respect to a Participant who elects a single sum payment, within sixty (60) days following the termination of his or her employment or, with respect to distributions in any form other than a single sum, the first day of the month that is at least sixty (60) days following the termination of his or her employment; or (c) the earlier of (a) or (b); provided that any payment due upon a Participant’s Separation from Service shall be delayed for six (6) months to the extent required to comply with Code Section 409A. In the event that a Participant failed to make an election, the balance of his or her SAP Account shall be distributed in a lump sum within sixty (60) days after the Participant’s termination of employment, subject to any delays required to comply with Code Section 409A.

Death. Notwithstanding the foregoing, (a) in the event of a Participant’s death before the distribution of his or her SAP Account has commenced, his or her Beneficiary shall receive the value of his or her entire SAP Account balance in cash in a lump sum within sixty (60) days following the date of the Participant’s death; and (b) in the event of a Participant’s death after he or she has commenced receiving installment payments of his or her SAP Account, the Participant’s Beneficiary shall receive a lump sum cash distribution of the remaining value of the Participant’s SAP Account as soon as administratively practicable following the Participant’s death, provided, however, that if the Participant so elected prior to his or her death, the Participant’s Beneficiary shall continue to receive installment payments relating to such Account on the same schedule as the Participant was receiving.

Disability. Notwithstanding the foregoing, in the event that a Participant incurs a Disability (as defined below) before the distribution of his or her SAP Account has commenced, the Company shall commence paying benefits relating to such Account to the Participant as soon as administratively feasible after the Participant becomes disabled, provided, however, that if the Participant so elects at least twelve (12) months prior to the date of his or her Disability, he or she may commence receiving his or her SAP Account as of the later of the first day of the month following his or her 65th birthday or the first day of the month following the day on which his or her long-term disability payments under the Company’s long-term disability plan cease. Distributions under this section may be made in any form permissible as described below, as elected by the Participant at least twelve (12) months prior to the date of his or her Disability or as previously elected by the Participant upon becoming eligible to participate in the SAP. For purposes hereof, “Disability” means that a Participant is: (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (c) determined to be totally disabled by the Social Security Administration.

Form of Payment. Except as set forth above, payment of a Participant’s SAP Account shall be made in one of the following forms, as previously elected by the Participant:

(a)Installments. Annual payments of a fixed amount that shall amortize the amount relating to the SAP Account as of the payment commencement date over a period not to exceed twenty (20) years.

(b)Single Sum Distribution. A single sum payment to the Participant or Beneficiary, as applicable.

Change in Time and Form of Payment. The provisions of Section 8.4 of the Plan govern changes elected by the Participant to the time and form of payment of the Participant’s SAP Account.

Small Benefit. In the event the value of a Participant’s SAP Account is $5,000 or less at the time of such Participant’s Separation from Service, or the value of the balance of the Participant’s SAP Account payable to any Beneficiary is $5,000 or less at the time of the Participant’s death, the Company shall pay the benefit in the form of a lump sum, notwithstanding any provision of this Appendix, the Plan or a Participant’s election to the contrary.