REGAL-BELOIT CORPORATION
2007 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD
[Name]
[Address]
You have been granted an option
(the “Option”) to purchase shares of common stock of
Regal-Beloit Corporation (the “Company”) under the
Regal-Beloit Corporation 2007 Equity Incentive Plan (the
“Plan”) with the following terms and
conditions:
|
Grant
Date:
|
|
__________,
200__
|
|
Type of
Option:
|
|
[Nonqualified
or Incentive Stock Option]
|
|
Number of
Option Shares:
|
|
__________________
|
|
Exercise Price
per Share:
|
|
U.S.
$_____________
|
|
Vesting:
|
|
________
percent (___%) of your Option will vest and become exercisable on
each of the first ______ anniversaries of the Grant
Date.
|
|
|
Upon your
termination of employment from, or cessation of services to, the
Company and its Affiliates, the unvested portion of your Option
will terminate.
|
|
Termination
Date:
|
|
This Option
expires at, and cannot be exercised after, the close of business at
the Company's headquarters on the earlier to occur of:
|
|
|
o
|
The tenth
(10th) anniversary of the Grant Date; or
|
|
|
o
|
Thirty (30)
days after your termination of employment or service for any other
reason other than for Cause.
|
|
|
If the date
this Option terminates as specified above falls on a day on which
the stock market is not open for trading, the termination date
shall be automatically extended to the first trading day following
the original termination date.
|
|
|
Your entire
Option is terminated immediately if the Company or an Affiliate
terminates your employment for Cause, or if your employment or
service is terminated at a time when you could be terminated for
Cause. In addition, if you are not terminated for Cause but the
Administrator later determines that you could have been terminated
for Cause if all facts had been known at that time, your Option
will terminate immediately on the date of such determination. If
you have submitted a notice of exercise while the Administrator is
considering whether you should be (or could have been) terminated
for Cause, your exercise will be suspended pending such
determination. If it is determined that you are (or could have
been) terminated for Cause, your Option will terminate, your notice
of exercise will be rescinded and your exercise price will be
returned to you.
|
|
|
For this
purpose, "Cause" means (i) the commission by you of any act or
omission that would constitute a felony under federal, state or
equivalent foreign law; (ii) fraud, dishonesty, theft,
embezzlement, disclosure of trade secrets or confidential
information or other acts or omissions that result in a breach of
any fiduciary duty of the Company.
|
|
Manner of
Exercise:
|
|
You may
exercise this Option only to the extent vested and only if the
Option has not terminated. To exercise this Option, you must
complete the "Notice of Stock Option Exercise" form provided by the
Company. The form will be effective when it is received by the
Company. However, the Shares you are electing to purchase will not
be delivered until you pay the Company the total exercise price and
all applicable withholding taxes due as a result of the
exercise.
|
|
|
If someone else
wants to exercise this Option after your death, that person must
contact the Company and prove to the Company's satisfaction that he
or she is entitled to do so.
|
|
|
Your ability to
exercise the Option may be restricted by the Company if required by
applicable law.
|
|
Change of
Control:
|
|
Upon a Change
of Control (as defined in the Plan):
|
|
|
o
|
The Option will
become fully vested and exercisable, and
|
|
|
o
|
You will have
the right, exercisable by written notice to the Company within
sixty (60) days after the Change of Control, to receive in exchange
for surrender of the Option an amount of cash equal to the excess
of the Fair Market Value of the Shares then covered by the Option
over the Exercise Price for such Shares. Restrictions on Resale: By
accepting this Option, you agree not to sell any Shares acquired
under this Option at a time when applicable laws, Company policies
or an agreement between the Company and its underwriters prohibit a
sale.
|
|
Notice of
Sale:
|
|
If this Option
is designated as an Incentive Stock Option, you must promptly
report to the Secretary of the Company any disposition of the
Shares acquired under this Option that is made within two (2) years
from the Grant Date or within twelve (12) months from the date you
acquired the Shares (the "Notice Period"). In addition, the Company
may, at any time during the Notice Period, place a legend or
legends on any certificate(s) for the Shares issued under this
Option requesting the Company's transfer agent to notify the
Company of any transfer of the Shares.
|
2
|
Miscellaneous:
|
o
|
As a condition
of the granting of this Award, you agree, for yourself and your
legal representatives or guardians, that this Agreement shall be
interpreted by the Administrator and that any interpretation by the
Administrator of the terms of this Agreement or the Plan and any
determination made by the Administrator pursuant to this Agreement
or the Plan shall be final, binding and conclusive.
|
|
|
o
|
This Agreement
may be executed in counterparts.
|
This Option is granted under and
governed by the terms and conditions of the Plan. Additional
provisions regarding your Option and definitions of capitalized
terms used and not defined in this Option can be found in the
Plan.
BY SIGNING BELOW AND ACCEPTING
THIS STOCK OPTION AWARD, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE
RECEIPT OF THE PLAN.
|
|
|
|
REGAL-BELOIT
CORPORATION
|
|
|
By: ____________________________
|
___________________________________
|
|
Authorized Officer
|
Optionee
|
3
REGAL-BELOIT CORPORATION
NOTICE OF STOCK OPTION EXERCISE
Your completed form should be
sent by mail or fax to:____________________________. Phone:
___________________ Fax: _____________________________________.
Incomplete forms may cause a delay in processing your option
exercise.
PART 1: OPTIONEE
INFORMATION:
Please complete the following. PLEASE WRITE YOUR
FULL LEGAL NAME SINCE THIS NAME WILL BE ON YOUR STOCK
CERTIFICATE.
Name:________________________________________________________________________
Street Address:
________________________________________________________________
City: __________________________
State:_________________ Zip
Code:_______________
Work Phone #: (_____) - _______-
________ Home Phone #: (_____) - _______-
__________
Social Security #: ______ —
_____ — _______
PART 2:
DESCRIPTION OF OPTION(S) BEING EXERCISED Please complete the following
for each option that you wish to exercise.
|
Date of Grant
|
Type of Option
(specify ISO or
NQSO)
|
Exercise Price Per
Share
|
Number of
Options Being
Exercised
|
Aggregate Exercise Price
(multiply Exercise Price Per
Share by Number of Options
Being Exercised)
|
|
|
|
$
|
|
$
|
|
|
|
$
|
|
$
|
The Total Exercise Price for all
of the options being exercised (as listed above) is:
$_________________.
PART 3: METHOD OF
PAYMENT OF OPTION EXERCISE PRICE Please select only
one:
|
|_|
|
Cash
Exercise . I am enclosing
a check or money order payable to "Regal-Beloit Corporation" for
the Total Exercise Price.
|
|
|_|
|
Stock Swap
– Share Delivery .
I am enclosing the following certificate(s) for shares of
Reg
|
