2014 Regal-Beloit Proxy

The following table sets forth certain information relating to the compensation of Mr. Colvin, our Vice President, Corporate Human Resources, upon a change in control of our company and following a termination of Mr. Colvin’s employment. Mr. Colvin 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

InvoluntaryNot for Cause Termination (1)

Voluntary Termination

For Cause Termination

Deathor Disability

$1,060,822

Target Supplemental Plan (3)

444,745

RestrictedStock

UnvestedandAccelerated

$393,808

393,808

$393,808

StockAppreciationRights

UnvestedandAccelerated

188,407

188,407

188,407

Performance ShareUnits

UnvestedandAccelerated

141,319

141,319

20,209

Benefits andPerquisites: CashPaymentUnder Retirement Plans

321,656 48,844

Post‐terminationHealth&Life Insurance Life InsuranceProceeds (4)

600,000 27,000 26,538

Disability (5)

AccruedVacationPay

$26,538

$26,538

$26,538

26,538 15,000 34,500 651,496

Accounting and Legal Services

Outplacement Services 280GTaxGross‐up

$1,255,962 (6)

$26,538

$26,538

$26,538

$723,534

$3,327,135

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) 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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