2014 Regal-Beloit Proxy

The following table sets forth certain information relating to the compensation of Mr. Underwood, our Vice President, General Counsel and Secretary, upon a change in control of our company and following a termination of Mr. Underwood’s employment. Mr. Underwood is not currently eligible for either early retirement or normal retirement. Accordingly, the table omits terminations under those circumstances.

Involuntaryor GoodReason Termination / Change in Control (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

$1,327,284

Target Supplemental Plan

214,227

RestrictedStock

UnvestedandAccelerated

$821,533

821,533

$821,533

StockAppreciationRights

UnvestedandAccelerated

261,440

261,440

261,440

Performance ShareUnits

UnvestedandAccelerated

292,059

292,059

39,786

Benefits andPerquisites: CashPaymentUnder Retirement Plans (3) Post‐terminationHealth&Life Insurance

472,544 48,844

Life InsuranceProceeds (4)

600,000 57,000 30,385

Disability (5)

AccruedVacationPay

$30,385

$30,385

$30,385

30,385 15,000 39,500

Accounting and Legal Services

Outplacement Services

280GTax Cutback Total:

$3,522,816 $1,810,144 (6)

$30,385

$30,385

$30,385 $1,375,032

(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) 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 two years. (4) 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. (5) 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. (6) 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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