Item 1.01. Entry into a Material Definitive Agreement.
On June 7, 2017 the Company entered into an Amended and Restated
Employment Agreement with Dr. Michael J. Hartnett, effective April 2, 2017, pursuant to which Dr. Hartnett will continue to
be employed as President, Chief Executive Officer and Chairman of the Board of Directors of the Company.
The new Amended and Restated Employment Agreement amends the
Amended and Restated Employment Agreement, dated effective as of April 1, 2013 between the Company and Dr. Michael J. Hartnett,
filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 2, 2013 and described therein. A copy of the
new Amended and Restated Employment Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Dr. Hartnett's new Amended and Restated Employment Agreement
has a three year initial term with automatic annual renewals thereafter and is substantially similar to his existing Amended and
Restated Employment Agreement except that it provides for a 20 percent reduction of his current base salary. His annual performance
bonus matrix remains unchanged and he will continue to be designated as an Eligible Executive under the Company’s Executive
Officer Performance Based Compensation Plan.
The foregoing description of Dr. Hartnett’s
employment terms does not purport to be complete and is subject to, and qualified in its entirety by, prior related disclosures
by Registrant and reference to the provisions of the new Amended and Restated Employment Agreement attached as Exhibit 10.1
to this Current Report on Form 8-K.
On June 7, 2017 the Company entered into Employment Agreement
with Daniel A. Bergeron, effective April 2, 2017, pursuant to which Mr. Bergeron will be promoted to the position of Vice President,
Chief Operations Officer, and Chief Financial Officer. Mr. Bergeron will also continue as a Director of the Company. As Chief Operations
Officer, Mr. Bergeron will increase his management responsibilities of more operational divisions. He will continue his responsibilities
as Chief Financial Officer, assisted by Mr. Hawkins as noted below.
Mr. Bergeron’s Employment Agreement has a three year initial
term with automatic annual renewals thereafter, is similar in format to Dr. Hartnett’s agreement, provides for a 25 percent
increase to his current base salary and sets forth a performance bonus matrix. Mr. Bergeron is also designated as an Eligible Executive
under the Company’s Executive Officer Performance Based Compensation Plan.
The foregoing description of Mr. Bergeron’s
employment terms does not purport to be complete and is subject to, and qualified in its entirety by, and reference to the provisions
of the Employment Agreement attached as Exhibit 10.2 to this Current Report on Form 8-K.
On June7, 2017, RBC Bearings Inc. (the
“Company”) announced that Ernie Hawkins has been appointed Vice President of Finance, Chief Accounting Officer effective
June 7, 2017. Mr. Hawkins was previously the Corporate Controller of the Company’s Sargent Aerospace & Defense Division.
He joined RBC Bearings in 2015 as part of the Sargent Aerospace & Defense acquisition. He was employed by Sargent’s previous
parent company, Dover Corporation, since 2002. Mr. Hawkins graduated from Ball State University and is a Certified Public Accountant.
Mr. Hawkins will be responsible for overseeing Corporate Accounting and SEC Reporting, and the Company’s Information Technology
Group. He will also support Mr. Bergeron on Mergers and Acquisitions, Investor Relations, and Treasury matters. Mr. Hawkins is
currently 51 years old.
As a new officer of the Company, Mr. Hawkins will be an at-will
employee and entitled to participate in the same general benefits and incentive opportunities as other officers. This includes
a base salary and incentive opportunities under the Company’s Annual Incentive Compensation Plan, Long-Term Equity Incentive
Program and Supplemental Executive Retirement Plan.
For further details, please refer to the press release filed
as Exhibit 99.1 to this Current Report, which is incorporated herein by reference.