Schedule of Compensation for Independent Members of the Board of Directors of Rexnord (Fiscal 2013)

Summary

This agreement outlines the compensation and benefits for independent members of Rexnord's Board of Directors, effective for fiscal year 2013. Directors serve an initial three-year term and receive $60,000 in annual cash compensation, with additional retainers for committee chairs. They are also granted stock options valued at $90,000 annually, vesting over three years. Directors must hold at least $250,000 in Rexnord stock within five years. Rexnord reimburses reasonable expenses, provides $50 million in D&O insurance, and offers full legal indemnification.

EX-10.10 3 ex1010compensationforindep.htm SCHEDULE OF COMPENSATION FOR OUTSIDE DIRECTORS EFFECTIVE FOR FISCAL 2013 EX 10.10 Compensation for Independent Members of the Board of Directors

Exhibit 10.10

Compensation for Independent Members of the Board of Directors



Compensation Element	Description
Initial Term	Directors will serve an initial three-year term
Cash Compensation	Directors will receive annual cash compensation of $60,000, inclusive of Board and committee meeting attendance fees. The Audit Committee and Compensation Committee Chair roles will receive an additional retainer of $10,000 for Audit and $6,000 for Compensation.
Stock Options	Directors will receive options with an annual grant value of $90,000. Options will time vest annually over three years (i.e. 1/3, 1/3, 1/3).
Investment	Directors will hold a minimum of $250,000 in Rexnord stock within five years of appointment (including vested options)
Expenses	Rexnord will reimburse Directors for all reasonable out-of-pocket expenses related to their duties as a Director.
D&O Insurance	Rexnord will maintain D&O insurance of at least $50 million annually.
Indemnification	Rexnord will indemnify Directors to the fullest extent allowed by law.