2014 Regal-Beloit Proxy

Tables Summarizing Payments Upon Termination or Change in Control The following tables describe the potential payments upon termination and change in control. These tables assume that the triggering event or events occurred on January 3, 2015, the last day of our fiscal year, and the price per share of our common stock was $75.37, the closing market price on the last trading day prior to that date. The following table sets forth certain information relating to the compensation of Mr. Gliebe, our Chairman and Chief Executive Officer, upon a change in control of our company and following a termination of Mr. Gliebe’s employment. Mr. Gliebe is not currently eligible for either early retirement or normal retirement. Accordingly, the table omits terminations under those circumstances.

Involuntaryor GoodReason Termination / Change inControl (2)

Change in Control without Termination

ExecutiveBenefits andPayments UponChange inControl or Termination Compensation: Current Year SVAAnnual Cash Incentive Payment of SVA fromPrior Years TerminationPayment

Involuntary Not for Cause Termination (1)

Voluntary Termination

For Cause Termination

Deathor Disability

$6,060,207 9,216,137

Target Supplemental Plan (3)

RestrictedStock

UnvestedandAccelerated

$4,752,079

4,752,079

$4,752,079

StockAppreciationRights

UnvestedandAccelerated

1,567,694

1,567,694

1,567,694

Performance ShareUnits

UnvestedandAccelerated

2,430,683

2,430,683

476,170

Benefits andPerquisites: CashPaymentUnder Retirement Plans (4) Post‐terminationHealth&Life Insurance

2,532,451

78,879

Life InsuranceProceeds (5)

650,000 375,000 71,154

Disability (6)

AccruedVacationPay

$71,154

$71,154

$71,154

71,154 15,000 92,500

Accounting and Legal Services

Outplacement Services 280GTaxGross‐up

7,283,149

$7,892,097 (7)

$71,154

$71,154

$71,154 $8,750,456

$34,099,933

Total:

(1) Assumes the executive’s employment is terminated by us without cause or by the executive with good reason not in connection with a change in control of our company. (2) Assumes the executive’s employment is terminated by us without cause or by the executive with good reason in connection with a change in control of our company. (3) Present value of annuity commencing on retirement and paid monthly for 15 years. (4) Reflects a cash payment that is equal to the value of additional retirement benefits that the executive would have received if he remained employed with us for an additional three years. (5) Life insurance death benefit payable only in event of death. The amount shown reflects only the enhanced death benefits over those offered to employees generally. (6) Disability benefit payable only in event of disability. The amount shown reflects only the enhanced disability benefits that would be payable to the executive over the course of a year compared with the disability benefits to which non‐executive officer salaried employees would receive over the same period. (7) The total amount shown is larger than the amount the executive would receive on a termination of employment in the event of death or disability because it includes both amounts that would be payable only on death and amounts that would be payable only on disability.

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