8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________________

Date of Report

(Date of earliest event reported)

April 29, 2013

              REGAL BELOIT CORPORATION             

(Exact name of registrant as specified in its charter)

Wisconsin	1-7283	39-0875718
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

  200 State Street, Beloit, Wisconsin 53511  

(Address of principal executive offices, including zip code)

  (608) 364-8800  

(Registrant’s telephone number, including area code)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Regal Beloit Corporation 2013 Equity Incentive Plan

As described under Item 5.07 of this Current Report on Form 8-K, at the 2013 Annual Meeting of Shareholders (the “Annual Meeting”) of Regal Beloit Corporation (the “Company”) held on April 29, 2013, the shareholders of the Company approved the Regal Beloit Corporation 2013 Equity Incentive Plan (the “2013 Plan”).

The 2013 Plan authorizes the grant of equity-based incentive awards to eligible participants. Eligible participants may include officers, key employees, directors and consultants designated as participants by the 2013 Plan’s administrator. The 2013 Plan will be administered by the Compensation and Human Resources Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) with respect to eligible employee and consultant participants and by the non-employee directors of the Board (or a committee of non-employee directors appointed by the Board) with respect to director participants. Awards under the 2013 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, restricted stock, restricted stock units, deferred stock rights, dividend equivalent units or other equity-based awards.

The 2013 Plan provides that 3,500,000 shares of the Company’s common stock are reserved for issuance, subject to adjustment in case of certain events described in the 2013 Plan. The number of shares reserved will be depleted by two shares for each share subject to a full-value award such as restricted stock, restricted stock units, performance shares, performance units (valued in relation to a share) and deferred stock rights.

The 2013 Plan specifies individual award limits and prohibits the backdating of options or stock appreciation rights, the repricing of options or stock appreciation rights and the granting of discounted options or stock appreciation rights. Unless earlier terminated by the Board or the Committee, the 2013 Plan will remain in effect until all common stock reserved for issuance under the 2013 Plan has been issued.

The 2013 Plan is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2013 (the “Proxy Statement”), and the full text of the 2013 Plan was attached to the Proxy Statement as Appendix A. The description of the 2013 Plan set forth above is a summary only and is qualified in its entirety by reference to the full text of the 2013 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Effect of 2013 Plan on Existing Incentive Plans

Prior to shareholder approval of the 2013 Plan, the Company had in effect the Regal Beloit Corporation 2003 Equity Incentive Plan and the Regal Beloit Corporation 2007 Equity Incentive Plan (together, the “Existing Equity Plans”), under which the Company was authorized to grant equity awards to employees. As a result of shareholder approval of the 2013 Plan at the Annual Meeting, the Existing Equity Plans and the authority to issue the remaining shares of common stock available under the Existing Equity Plans terminated on April 29, 2013. All awards under the Existing Equity Plans that were outstanding as of April 29, 2013 continue to be governed by the Existing Equity Plans.

2013 Plan Award Agreements

In connection with the adoption of the 2013 Plan, the Committee approved a form of Stock Appreciation Rights Award Agreement, a form of Restricted Stock Unit Award Agreement and a form of Performance Share Unit Award Agreement for the issuance of awards under the 2013 Plan (collectively, the “Agreements”). Copies of the Agreements are filed as Exhibits 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Grants of Performance Share Unit Awards

As disclosed on pages 74-75 of the Proxy Statement, shareholder approval of the 2013 Plan at the Annual Meeting resulted in grants of performance-based share unit (“PSU”) awards under the 2013 Plan becoming effective on May 2, 2013. The Committee had approved certain terms of the PSU awards for the Company’s executive officers, including Messrs. Gliebe, Schlemmer, Hinrichs, Underwood and Colvin, in January 2013, but the grants were made contingent on shareholder approval of the 2013 Plan. On April 28, 2013, based on shareholder approval of 2013 Plan, the Committee gave final approval for the PSU awards. The value of the PSU awards to the Company’s named executive officers is as follows: Mr. Gliebe — $760,000, Mr. Schlemmer — $193,000, Mr. Hinrichs — $174,000, Mr. Underwood — $131,000, and Mr. Colvin —$61,000. These award amounts differed from the amounts that appeared in the Proxy Statement. The number of shares of the Company’s common stock that will be subject to the PSU awards will be derived by converting the values in the preceding sentence into a number of shares of the Company’s common stock based on the value per share calculated under Accounting Standards Codification Topic 718. The PSU awards have a three-year performance period and will be earned or forfeited based on a performance metric of total shareholder return relative to the Company’s peer group. The foregoing summary of the PSU awards does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Performance Share Unit Award Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

On April 29, 2013, the Company held the Annual Meeting for the purposes of (i) electing three Class B Directors for terms expiring at the 2016 Annual Meeting of Shareholders; (ii) holding a shareholder advisory vote on the compensation of the Company’s named executive officers; (iii) seeking shareholder approval of the 2013 Plan; and (iv) ratifying the selection of Deloitte & Touche LLP as the independent auditors for the Company for the year ending December 28, 2013.

As of the March 11, 2013 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 44,978,667 shares of the Company’s common stock were outstanding and eligible to vote. A total of 42,045,785 shares were voted in person or by proxy at the Annual Meeting.

The following are the final votes on the matters presented for approval at the Annual Meeting:

Election of Directors:

Name	For	Against	Abstain	Broker Non-Votes
Christopher L. Doerr	40,089,566	57,022	400,446	1,498,751
Mark J. Gliebe	38,395,519	52,818	2,098,697	1,498,751
Curtis W. Stoelting	40,111,887	42,415	392,732	1,498,751

Advisory vote on the compensation of the Company’s named executive officers:

For	Against	Abstain	Broker Non-Votes
39,376,465	1,098,068	39,486	1,498,751

Approval of the Regal Beloit Corporation 2013 Equity Incentive Plan:

For	Against	Abstain	Broker Non-Votes
38,536,636	1,970,912	39,486	1,498,751

Ratification of the selection of Deloitte & Touche LLP as the independent auditors for 2013:

For	Against	Abstain
41,393,043	621,393	31,349

Item 9.01Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibits are being filed herewith:

(10.1) Regal Beloit Corporation 2013 Equity Incentive Plan (incorporated by reference to Appendix A to Regal Beloit Corporation’s definitive proxy statement on Schedule 14A for the Regal Beloit Corporation 2013 annual meeting of shareholders held April 29, 2013 (File No. 1-07283)).

(10.2) Form of Stock Appreciation Rights Award Agreement under the Regal Beloit Corporation 2013 Equity Incentive Plan.

(10.3) Form of Restricted Stock Unit Award Agreement under the Regal Beloit Corporation 2013 Equity Incentive Plan.

(10.4) Form of Performance Share Unit Award Agreement under the Regal Beloit Corporation 2013 Equity Incentive Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized.

REGAL BELOIT CORPORATION

Date: May 2, 2013             By: /s/Peter C. Underwood                                  Peter C. Underwood

Vice President, General Counsel and Secretary

REGAL BELOIT CORPORATION

Exhibit Index to Current Report on Form 8-K

Dated April 29, 2013

(10.1) Regal Beloit Corporation 2013 Equity Incentive Plan (incorporated by reference to Appendix A to Regal Beloit Corporation’s definitive proxy statement on Schedule 14A for the Regal Beloit Corporation 2013 annual meeting of shareholders held April 29, 2013 (File No. 1-07283)).

(10.2) Form of Stock Appreciation Rights Award Agreement under the Regal Beloit Corporation 2013 Equity Incentive Plan.

(10.3) Form of Restricted Stock Unit Award Agreement under the Regal Beloit Corporation 2013 Equity Incentive Plan.

(10.4) Form of Performance Share Unit Award Agreement under the Regal Beloit Corporation 2013 Equity Incentive Plan.

EX-10.2

REGAL BELOIT CORPORATION -- 2013 EQUITY INCENTIVE PLAN

STOCK SETTLED STOCK APPRECIATION RIGHTS AWARD

[Name]

[Address]

Dear ___________:

You have been granted stock appreciation rights (the “SARs”) with respect to shares of common stock of Regal Beloit Corporation (the “Company”) under the Regal Beloit Corporation 2013 Equity Incentive Plan (the “Plan”) with the following terms and conditions:

Grant Date:	__________, 20____
Expiration Date:	Tenth (10th) anniversary of the Grant Date
Number of SARs:	__________________
Grant Price per SAR:	U.S. $_____________
Vesting	Your SARs will vest and become exercisable beginning on the ______ anniversary of the Grant Date as follows: ___ Anniversary of Grant Date: __% ___ Anniversary of Grant Date: __% ___Anniversary of Grant Date: __% ___ Anniversary of Grant Date: __%
Exercise and Early Termination:	You may exercise this SAR Award only to the extent vested and only if the Award has not terminated. This SAR Award may not be exercised after the expiration date set forth above, or the earlier date that the Award terminates in connection with your termination of service in accordance with the terms of the Plan. This SAR Award can only be exercised if the Fair Market Value of the Shares as to which it is being exercised exceeds the grant price for those Shares. If your service with the Company terminates (for any reason except for Cause), you may exercise this SAR Award to the extent vested as of the last day of your service for up to 90 days after your termination date or, if earlier, the expiration date of this SAR Award. Exceptions are made for termination of service due to such reasons as death or Disability in accordance with the terms of the Plan. Your entire SAR Award is terminated immediately if the Company or an Affiliate terminates your employment or service 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 SAR Award 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 SAR Award will terminate and your notice of exercise will be rescinded.

	To exercise this SAR Award, you must complete the “Notice of Stock Appreciation Rights Exercise” form provided by the Company. The form will be effective when it is received by the Company. In the alternative you may exercise your SAR Award by completing your transaction on-line using the account provided by the Company's designated stock plan administrator. However, the SAR will not be exercised until you have satisfied all applicable withholding taxes due as a result of the exercise. If someone else wants to exercise this SAR Award 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 SARs may be restricted by the Company if required by applicable law. Upon exercise of the SAR, the excess of the Fair Market Value of the number of SARs being exercised (as determined on the date of exercise) over the Grant Price of such SARs shall be paid to you in in Shares having an aggregate Fair Market Value equal to the amount due.
Change of Control:	Upon a Change of Control, this Award will be treated as provided in the Plan.
Restrictions on Resale:	By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
Transferability of Award:	Except as otherwise provided in the Plan, you may not assign, alienate, sell or transfer this Award for any reason, other than under your will or as required by the laws of descent and distribution. This Award also may not be pledged, attached, or otherwise encumbered. Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall be null and void and unenforceable against the Company or any Affiliate.
Tax Withholding:	To the extent that the vesting or exercise of the SARs results in income to you for Federal, state or local income tax purposes, or the Company is otherwise required to withhold amounts with respect to the SARs, you shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under this Award or other compensation payable to you an amount sufficient to satisfy its withholding obligations.
Restrictive Covenants:	By accepting this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement, if (1) while you are employed by or in service with the Company or any Affiliate, you compete with the Company or an Affiliate, participate in any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized by the Company, any confidential business information or trade secrets that you obtain during the course of your employment or service with the Company or any Affiliate; or (2) after you are no longer employed by or in service with the Company or any Affiliate, you are determined by the Administrator in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”), or (B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement if such Restrictive Agreement were then in effect.

Miscellaneous:

●As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. ●As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award, and any Shares issued or cash paid pursuant to this Award, shall be subject to (A) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time (to the extent contemplated by such policies) and (B) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to time (to the extent contemplated by such requirements). ●This Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be amended or terminated by the Administrator or the Company without your consent in accordance with the provisions of the Plan. ●The failure of the Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. ●This Award shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives. ●This Award may be executed in counterparts.

Prospectus Delivery/Access:

By signing this Award you acknowledge that a prospectus for the Plan, along a copy of the Plan and the Company's most recent Annual Report to Shareholders has been made available to you via the Company's Intranet Website at the following address under the heading “Equity Plan Materials”: http://rbweb.corp.regalbeloit.com/func/legal/priv/index.aspx A paper copy of the prospectus for the Plan is also available to participants upon request.

This Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.

BY SIGNING BELOW AND ACCEPTING THIS STOCK APPRECIATION RIGHTS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD AND THE PLAN.

REGAL BELOIT CORPORATION

By: _______________________________________________________________

Name: Participant

Title:

EX-10.3

REGAL BELOIT CORPORATION -- 2013 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

[Name]

[Address]

Dear _____________________:

You have been granted an award of Restricted Stock Units (an “Award”) under the Regal Beloit Corporation 2013 Equity Incentive Plan (the “Plan”) with the following terms and conditions:

Grant Date:	__________, 20____
Number of Restricted Stock Units:	__________________ (_______) Units
Vesting Schedule:	____________ (___%) of your Restricted Stock Units will vest on the ____ anniversary of the Grant Date. If your employment or service with the Company terminates (voluntarily or involuntarily) before your Restricted Stock Units are 100% vested, then all nonvested Restricted Stock Units will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death or Disability, in accordance with the terms of the Plan.
Issuance of Shares:	As soon as reasonably practicable after your Restricted Stock Units vest, the Company will issue to you or a designated brokerage firm a number of Shares equal to the number of Restricted Stock Units that have vested. In all events such settlement of any vested Restricted Stock Units shall occur no later than March 15 of the year following the year of vesting unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code, and subject to applicable withholding.
Change of Control:	Upon a Change of Control, this Award will be treated as provided in the Plan.
Transferability of Shares:	By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
Rights as Shareholder:	You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the Restricted Stock Units unless and until Shares are issued therefor upon vesting of the units. Accordingly, prior to Shares being issued to you upon vesting of the Restricted Stock Units, you may not exercise any voting rights and you will not be entitled to receive any dividends, dividend equivalent payments and other distributions paid with respect to any such Shares underlying the Restricted Stock Units.
Transferability of Award:	Except as otherwise provided in the Plan, you may not assign, alienate, sell or transfer this Award for any reason, other than under your will or as required by the laws of descent and distribution. This Award also may not be pledged, attached, or otherwise encumbered. Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall be null and void and unenforceable against the Company or any Affiliate.

Tax Withholding:	To the extent that the vesting of the Restricted Stock Units results in income to you for Federal, state or local income tax purposes, or the Company is otherwise required to withhold amounts with respect to the Restricted Stock Units, you shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under this Award or other compensation payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement, in connection with the earning of the Restricted Stock Units, in whole or in part, in cash or by electing to have the Company withhold for its own account that number of Shares otherwise deliverable to you upon vesting of the Restricted Stock Units having an aggregate Fair Market Value sufficient to satisfy the Company's withholding obligation; provided that, to the extent required for the Company to avoid an accounting charge, the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date on which the applicable withholding obligation arises.
Restrictive Covenants:	By accepting this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement, if (1) while you are employed by or in service with the Company or any Affiliate, you compete with the Company or an Affiliate, participate in any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized by the Company, any confidential business information or trade secrets that you obtain during the course of your employment or service with the Company or any Affiliate; or (2) after you are no longer employed by or in service with the Company or any Affiliate, you are determined by the Administrator in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”), or (B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement if such Restrictive Agreement were then in effect.
Miscellaneous:	●As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. ●This Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be amended or terminated by the Administrator or the Company without your consent in accordance with the provisions of the Plan. ●The failure of the Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. ●This Award shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives. ●This Award may be executed in counterparts.

Prospectus Delivery/Access: ●By signing this Award you acknowledge that a prospectus for the Plan, along a copy of the Plan and the Company's most recent Annual Report to Shareholders has been made available to you via the Company's Intranet Website at the following address under the heading “Equity Plan Materials”: http://rbweb.corp.regalbeloit.com/func/legal/priv/index.aspx ●A paper copy of the prospectus for the Plan is also available to participants upon request.

This Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.

BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED STOCK UNIT AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD AND THE PLAN.

REGAL BELOIT CORPORATION

By: _______________________________________________________________

Name: Participant

Title:

EX-10.4

REGAL BELOIT CORPORATION -- 2013 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD

[Name]

[Address]

Dear _____________________:

You have been granted an award of Performance Share Units (an “Award”) under the Regal Beloit Corporation 2013 Equity Incentive Plan (the “Plan”) with the following terms and conditions:

Grant Date:	__________, 20__
Number of Performance Share Units (“PSUs”):	Target: _________ Maximum: 2x Target

Performance Vesting: The performance metric that will determine the number of PSUs you earn will be the Company's cumulative ___ year total shareholder return over fiscal years _____ (“TSR”) relative to the Company's designated peer group as set forth in (the “Peer Group”). For purposes of calculating TSR, the trading price of the Shares will be measured using the average trading price over the 90 days prior to the first day of the performance period and the average trading price over the 90 days ending on the last day of the performance period. The number of PSUs earned will be as follows: TSR at 25^th Percentile of the Peer Group = Zero PSUs TSR at 50^th Percentile of the Peer Group = Target PSUs TSR at 75^th Percentile of the Peer Group = Maximum PSUs The number of PSUs earned will be interpolated between (i) zero and Target PSUs for performance between the 25^th Percentile of the Peer Group and the 50^th Percentile of the Peer Group, or (ii) Target PSUs and Maximum PSUs for performance between the 50^th Percentile of the Peer Group and the 75^th Percentile of the Peer Group. Any PSUs that are earned based on performance will be earned on the date that the Administrator certifies the achievement of the applicable level of relative TSR. Any PSUs that are not earned on such date shall be forfeited. An example of the calculation of the number of PSUs earned is included as _________. If your employment or service with the Company and its Affiliates terminates (voluntarily or involuntarily) before the PSUs have been earned, then all unearned PSUs will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death or Disability, in accordance with the terms of the Plan.

Issuance of Shares: As soon as reasonably practicable after any PSUs have been earned, the Company will issue to you or a designated brokerage firm a number of Shares equal to the number of PSUs that have been earned. In all events such settlement of any earned PSUs shall occur no later than March 15 of the year following the year in which the PSUs are earned unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code, and subject to applicable withholding.

Change of Control: Upon a Change of Control, this Award will be treated as provided in the Plan.

Transferability of Shares:

By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.

Rights as Shareholder:

You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the PSUs unless and until Shares are issued therefor. Accordingly, prior to Shares being issued to you as a result of PSUs being earned, you may not exercise any voting rights and you will not be entitled to receive any dividends, dividend equivalent payments and other distributions paid with respect to any such Shares underlying the PSUs.

Transferability of Award:

Except as otherwise provided in the Plan, you may not assign, alienate, sell or transfer this Award for any reason, other than under your will or as required by the laws of descent and distribution. This Award also may not be pledged, attached or otherwise encumbered. Any purported assignment, alienation, sale, transfer, pledge, attachment or encumbrance of this Award in violation of its terms shall be null and void and unenforceable against the Company or any Affiliate.

Tax Withholding:

To the extent that the earning or payment of the PSUs results in income to you for Federal, state or local income tax purposes, or the Company is otherwise required to withhold amounts with respect to the PSUs, you shall deliver to the Company at the time the Company is obligated to withhold amounts, such amount as the Company requires to meet the statutory withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from payment under this Award or other compensation payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement in connection with the earning of PSUs, in whole or in part, in cash or by electing to have the Company withhold for its own account that number of Shares otherwise deliverable to you upon the earning of the PSUs having an aggregate Fair Market Value sufficient to satisfy the Company's withholding obligation; provided that, to the extent required for the Company to avoid an accounting charge, the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date on which the applicable withholding obligation arises.

Restrictive Covenants:

By accepting this Award, you agree that this Award shall be subject to forfeiture, and any gains pursuant to this Award shall be subject to disgorgement, if (1) while you are employed by or in service with the Company or any Affiliate, you compete with the Company or an Affiliate, participate in any enterprise that competes with the Company or an Affiliate or use or disclose, other than as expressly authorized by the Company, any confidential business information or trade secrets that you obtain during the course of your employment or service with the Company or any Affiliate; or (2) after you are no longer employed by or in service with the Company or any Affiliate, you are determined by the Administrator in its reasonable discretion (A) to be in breach of any confidentiality, noncompetition, nonsolicitation or similar agreement between you, on the one hand, and the Company or any Affiliate, on the other hand (your “Restrictive Agreement”), or (B) while this Award is in effect, to have engaged in conduct that would have constituted a breach of your Restrictive Agreement if such Restrictive Agreement were then in effect.

Miscellaneous:

●As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award and the Plan shall be interpreted by the Administrator and that any interpretation by the Administrator of the terms of this Award or the Plan and any determination made by the Administrator pursuant to this Award or the Plan shall be final, binding and conclusive. ●As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award, and any Shares issued or cash paid pursuant to this Award, shall be subject to (1) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time (to the extent contemplated by such policies) and (2) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to time (to the extent contemplated by such requirements). ●This Award may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment. Notwithstanding the foregoing, this Award may be amended or terminated by the Administrator or the Company without your consent in accordance with the provisions of the Plan. ●The failure of the Company to enforce any provision of this Award at any time shall in no way constitute a waiver of such provision or of any other provision hereof. ●This Award shall be binding upon and inure to the benefit of you and your heirs and personal representatives and the Company and its successors and legal representatives.  ●This Award may be executed in counterparts.

Prospectus Delivery/Access: ●By signing this Award you acknowledge that a prospectus for the Plan, along a copy of the Plan and the Company's most recent Annual Report to Shareholders has been made available to you via the Company's Intranet Website at the following address under the heading “Equity Plan Materials”: http://rbweb.corp.regalbeloit.com/func/legal/priv/index.aspx ●A paper copy of the prospectus for the Plan is also available to participants upon request.

This Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.

BY SIGNING BELOW AND ACCEPTING THIS PERFORMANCE SHARE UNIT AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS AWARD AND THE PLAN.

REGAL BELOIT CORPORATION

By: _______________________________________________________________

Name: Participant

Title: