Exhibit 10.7
REXNORD
CORPORATION
SPECIAL SIGNING BONUS
PLAN
DATED: JULY 21,
2006
This document sets forth the terms
of the Special Signing Bonus Plan (the “ Plan ”)
of Rexnord Corporation (and any successor to such corporation, the
“ Company ”).
1.
Operation of the Plan
1.1
Participation .
Only the Persons (as defined in Exhibit A hereto) who are
employees, consultants or directors of, or who are otherwise
providing services to, the Company or one of its Subsidiaries (as
such term is defined in Exhibit A hereto) and are listed in Exhibit
B hereto (each, a “ Participant ”) are eligible
to receive a bonus (a “ Bonus ”) under the
Plan.
1.2
Bonus Amount .
The amount of each Participant’s Bonus under the Plan shall
be communicated to the Participant in a “ Plan
Participation Letter ,” which may contain terms and
conditions on the payment of a Bonus under the Plan in addition to
those set forth herein.
1.3
Award Payment and Timing . A Participant’s Bonus will be paid
by the Company to the Participant in cash upon or as soon as
administratively practicable following the earliest to occur of (i)
the payment date specified in the Participant’s Plan
Participation Letter, (ii) a Change in Control (as defined in
Exhibit A hereto) or (iii) the Participant’s Separation From
Service (as defined in Exhibit A hereto), whenever it may occur
(the earliest of such dates to occur is referred to herein as the
“ !Payment Date ”); provided, however,
that in no event shall the Bonus be paid later than the 30
th day following the Payment Date.
2.
Other Rules
2.1
Administration .
The Board of Directors of the Company (the
“ Board ”) shall administer the Plan. The
Board shall have the authority to construe and interpret the Plan
and any agreement, Plan Participation Letter or other document
relating to the Plan. All actions taken and all
interpretations and determinations made by the Board in respect of
the Plan shall be made in the Board’s sole discretion, shall
be conclusive and binding on all persons and shall be given the
maximum deference permitted by law.
2.2
No Assignment .
The rights, if any, of a Participant or any other person to any
Bonus payment or other benefits under the Plan may not be assigned,
transferred, pledged, or encumbered except by will or the laws of
descent or distribution. The Company may, without the consent
of Participants, assign its obligations under the Plan to any of
its Subsidiaries or other Affiliates (as defined in Exhibit A
hereto) or to any successor to all or substantially all of the its
assets or otherwise in connection with a Change in
Control.
2.3
Withholding .
All payments made under the Plan will be subject to required
income, employment and other tax withholdings and any other
authorized deductions.
2.4
Amendment; Section 409A . The Company reserves the
right to amend and/or terminate the Plan at any time and in any
manner, with or without notice; provided, however, that the
written consent of a Participant will be required to the extent
such amendment or termination adversely affects the
Participant’s rights under the Plan. No
1
amendment shall be binding upon the
Company unless approved by the Company and set forth in
writing. Without limiting the foregoing, the Plan is intended
to comply with Section 409A of the Internal Revenue Code of 1986,
as amended (the “ Code ”), and the Company
reserves the right to make any amendments to the Plan consistent
with Participants’ rights hereunder to the extent it deems
necessary or advisable to so comply.
2.5
No Fiduciary Relationship . Nothing contained in the Plan and no
action taken pursuant to the provisions of the Plan shall create or
be construed as creating a trust or any kind of fiduciary
relationship between the Company or any of its Subsidiaries or
other Affiliates, on one hand, and any Participant or any other
person, on the other hand.
2.6
No Right to Continued Employment . Nothing contained in the Plan or any
related document constitutes an employment or service commitment by
the Company or any of its Subsidiaries or other Affiliates, affects
an employee’s status as an employee at will, confers upon any
Participant any right to remain employed by or in service to the
Company or any of its Subsidiaries or other Affiliates, interferes
in any way with the right of the Company or any of its Subsidiaries
or other Affiliates to terminate a Participant’s employment
or service or to change the Participant’s compensation or
other terms of employment or service at any time (except as
otherwise provided in an employment or consulting agreement between
the Company and a Participant). The Plan provides for a
one-time payment for each Participant, and it is not anticipated
that any Participant will be eligible for any future bonus under
the Plan.
2.7
Governing Law .
The Plan, and any and all documents evidencing the Bonuses
(including, without limitation, any Plan Participation Letter) and
all other related documents, shall be governed by and construed in
accordance with the domestic laws of the state of New York without
regard to conflicts of laws principles thereof that would cause the
application of the laws of any jurisdiction other than the state of
New York.
2.8
Arbitration; Waiver of Trial . Any dispute or controversy arising
under, out of, or in connection with or in relation to the Plan or
a Plan Participation Letter shall be finally determined and settled
by arbitration in New York, New York in accordance with the
Commercial Rules of the American Arbitration Association, and
judgment upon the award may be entered in any court having
jurisdiction. Within 20 days of the conclusion of the
arbitration hearing, the arbitrator shall prepare written findings
of fact and conclusions of law. It is mutually agreed that
the written decision of the arbitrator shall be valid, binding,
final and non-appealable; provided , however , that
the arbitrator shall not be empowered to award punitive damages
against any party to such
