Common use of Employee Stock Purchase Plan Clause in Contracts

Employee Stock Purchase Plan. (a) The Company shall take all actions that are reasonably necessary to ensure that (i) no new offering periods under the Company’s 2007 Employee Stock Purchase Plan, as amended (the “ESPP”) will commence during the period from the date of this Agreement through the First Effective Time, (ii) there will be no increase in the amount of payroll deductions permitted to be made by the participants under the ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of the date of this Agreement, and (iii) no individuals shall commence participation in the ESPP during the period from the date of this Agreement through the First Effective Time. The accumulated contributions of the participants in the current offering periods under the ESPP shall be used to purchase Company Shares as of no later than five Business Days prior to the First Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (b) Subject to compliance with applicable Law, within fourteen Business Days after the date hereof, the Company shall (i) give notice of the amendment to the Company’s Employee Stock Purchase Savings Plan currently maintained for employees located in Japan (the “Japan ESPP”) in accordance with Article 24 thereof so that (A) no new offering periods will commence under the Japan ESPP during the period from the date of this Agreement through the First Effective Time, (B) there will be no increase in the amount of payroll deductions permitted to be made by the participants under the Japan ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of the date of this Agreement, and (C) no individuals shall commence participation in the Japan ESPP during the period from the date of this Agreement through the First Effective Time, and (ii) use commercially reasonable efforts to cause such amendment to become effective in accordance with Article 24 of the Japan ESPP as soon as reasonably practicable after the date hereof. The accumulated contributions of the participants in the current offering periods under the Japan ESPP shall be used to purchase Company Shares as of no later than five Business Days prior to the First Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (c) The Company Shares purchased pursuant to this Section 2.13 shall be treated the same as all other Company Shares in accordance with Section 2.05. As of no later than the Business Day immediately prior to the First Effective Time, the Company shall terminate the ESPP and the Japan ESPP.

Employee Stock Purchase Plan. (a) The Company Effective on or before the Effective Date (or such other date as may be agreed to by the Parties), LPS shall take all actions that are reasonably necessary adopt, or cause the applicable LPS Group Member to ensure that (i) no new offering periods under the Company’s 2007 Employee Stock Purchase Planadopt, as amended an employee stock purchase plan (the “LPS ESPP”) will commence during that is substantially similar to the period from the date of this Agreement through the First Effective Time, (ii) there will be no increase FIS ESPP in the amount of payroll deductions permitted to be made by the participants under the ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of the date of this Agreement, and (iii) no individuals shall commence participation in the ESPP during the period from the date of this Agreement through the First Effective Time. The accumulated contributions of the participants in the current offering periods under the ESPP shall be used to purchase Company Shares as of no later than five Business Days which Employees participate immediately prior to the First Effective Time, and Date. The Transferred Employees shall be eligible to participate in the participants’ purchase rights under such offerings shall terminate immediately after such purchaseLPS ESPP on the Effective Date. (b) Subject On the Transfer Date, FIS shall cause the accounts, if any, of any Transferred Employee who is employed by LPS or an LPS Group Member immediately prior to compliance the Transfer Date under the FIS ESPP to be transferred to the LPS ESPP, and LPS shall cause such transferred accounts to be accepted by the LPS ESPP. For purposes of the one-year requirement for matches under the LPS ESPP, LPS will give credit to Transferred Employees for their service with applicable Lawany FIS Group Member immediately prior to the Effective Date. LPS shall indemnify and hold harmless FIS for any liability arising from, within fourteen Business Days after the date hereofor related to, the Company shall (i) give notice of transfer contemplated by the amendment to the Company’s Employee Stock Purchase Savings Plan currently maintained for employees located in Japan (the “Japan ESPP”) in accordance with Article 24 thereof so that (A) no new offering periods will commence under the Japan ESPP during the period from the date foregoing provisions of this Agreement through Section 3.3. (c) During the First Effective TimeInterim Period, (B) there will be no increase in the amount of payroll deductions permitted to be made by the participants under the Japan ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of the date of this Agreement, and (C) no individuals LPS shall commence participation in the Japan ESPP during the period from the date of this Agreement through the First Effective Time, and (ii) use commercially reasonable efforts to furnish, or cause to be furnished, to FIS such amendment information as is reasonably necessary for FIS to properly administer during the Interim Period the Transferred Employees’ accounts under the FIS ESPP and maintain records accurately with respect thereto, including, without limitation, informing FIS of any employment terminations of Transferred Employees occurring during the Interim Period. (d) The portions of the transferred accounts invested in FIS common stock shall be transferred in-kind to an account in the LPS ESPP (the “LPS ESPP FIS Stock Account”). The LPS ESPP FIS Stock Accounts shall be frozen immediately after the transfer so that contributions may not be allocated to, or transferred into, the LPS ESPP FIS Stock Accounts after the transfer; provided, however, that participants in the LPS ESPP with LPS ESPP FIS Stock Accounts may receive a distribution of FIS common stock out of their LPS ESPP FIS Stock Account at any time. (e) The Transferred Employees shall, effective as of the Effective Date, cease to be eligible to participate in and to have any further payroll deductions withheld pursuant to the FIS ESPP. (f) LPS shall be obligated to make to the LPS ESPP any employer matching contributions that become effective payable to the Transferred Employees for quarters ending after the Effective Date in accordance with Article 24 the terms of the Japan ESPP as soon as reasonably practicable after the date hereofLPS ESPP. The accumulated For purposes of clarification, such contributions of the participants in the current offering periods under the Japan ESPP shall be used include matches attributable to purchase Company Shares as of no later than five Business Days prior contributions made by Transferred Employees to the First Effective Time, and FIS ESPP which contributions were transferred to the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (c) The Company Shares purchased LPS ESPP pursuant to this Section 2.13 shall be treated the same as all other Company Shares in accordance with Section 2.05. As of no later than the Business Day immediately prior to the First Effective Time, the Company shall terminate the ESPP and the Japan ESPP3.3(b).

Employee Stock Purchase Plan. (a) The Immediately prior to the Effective Time, the Company shall take all actions that are reasonably necessary to ensure that (i) no new offering periods under the Company’s 2007 terminate its 2005 Employee Stock Purchase Plan, as amended (the “2005 ESPP”), and shall cause all purchase rights then outstanding under the 2005 ESPP to be terminated in exchange for (a) will commence during a return by the Company to each participant in the 2005 ESPP of his or her accumulated payroll deductions, plus (b) a payment to each participant in the 2005 ESPP equal to the product of (i) the number of shares of Company Common Stock that could be purchased by the participant’s accumulated payroll deductions ( limited however to the amount of payroll deductions that does not exceed the dollar limitation set forth in section 8(b) of the 2005 ESPP) as of the earlier of the next purchase date or the Closing Date, based on the purchase price per share (determined in accordance with the terms of the 2005 ESPP) and (ii) the excess, if any, of the Merger Consideration over the purchase price per share (determined in accordance with the terms of the 2005 ESPP) of Company Common Stock, minus all applicable Taxes required to be withheld by the Company. Notwithstanding the foregoing, if the Effective Time occurs after the end of the accumulation period from (as defined in the 2005 ESPP) in which the date of this Agreement through occurs, the First purchase price per share shall be determined in accordance with the 2005 ESPP as of the last business day of such accumulation period and the appropriate number of shares shall be issued in accordance with the 2005 ESPP at least one business day prior to the Effective Time, and the Company shall immediately thereafter terminate the 2005 ESPP prior to the Effective Time. In addition, and notwithstanding any other provisions above to the contrary, the Company shall take all actions with respect to the 2005 ESPP as are necessary to assure that (iix) there will be no increase participation in the amount 2005 ESPP shall be limited to those employees who were participants on the date of payroll deductions permitted to be made by the this Agreement, (y) such participants under the ESPP during the current offering periods, except those made in accordance with may not increase their payroll deduction elections that are or purchase elections from those in effect as of on the date of this Agreement, and (iiiz) no individuals there shall commence participation not be any additional 2005 ESPP Offering Period or Accumulation Period as defined in the 2005 ESPP during the period from the date of this Agreement through the First Effective Time. The accumulated contributions of the participants in the current offering periods under the ESPP shall be used to purchase Company Shares as of no later than five Business Days prior to the First Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (b) Subject to compliance with applicable Law, within fourteen Business Days after the date hereof, the Company shall (i) give notice of the amendment to the Company’s Employee Stock Purchase Savings Plan currently maintained for employees located in Japan (the “Japan ESPP”) in accordance with Article 24 thereof so that (A) no new offering periods will commence under the Japan ESPP during the period from the date of this Agreement through the First Effective Time, (B) there will be no increase in the amount of payroll deductions permitted to be made by the participants under the Japan ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of commencing following the date of this Agreement, and (C) no individuals shall commence participation in the Japan ESPP during the period from the date of this Agreement through the First Effective Time, and (ii) use commercially reasonable efforts to cause such amendment to become effective in accordance with Article 24 of the Japan ESPP as soon as reasonably practicable after the date hereof. The accumulated contributions of the participants in the current offering periods under the Japan ESPP shall be used to purchase Company Shares as of no later than five Business Days prior to the First Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (c) The Company Shares purchased pursuant to this Section 2.13 shall be treated the same as all other Company Shares in accordance with Section 2.05. As of no later than the Business Day immediately prior to the First Effective Time, the Company shall terminate the ESPP and the Japan ESPP.

Employee Stock Purchase Plan. (a) The Company shall take all actions that are reasonably necessary With respect to ensure that (i) no new offering periods under the Company’s 2007 2015 Employee Stock Purchase Plan, as amended Plan (the “ESPP”), as soon as practicable following the date of this Agreement, the Company Board or the applicable committee thereof, as applicable, will adopt resolutions or take other actions as may be required to provide that each individual participating in any Offering Period (as defined in the ESPP) will commence during the period from in progress on the date of this Agreement through will not be permitted to (i) increase his or her payroll contribution rate pursuant to the First Effective Time, ESPP from the rate in effect when that Offering Period commenced or (ii) there will make separate non-payroll contributions to the ESPP on or following the date of this Agreement, except as may be no increase required by applicable Law. No individual who is not participating in the amount of payroll deductions permitted to be made by the participants under the ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of the date of this Agreement, and (iii) no individuals shall Agreement will be allowed to commence participation in the ESPP during the period from the date of this Agreement through the First Effective Time. The accumulated contributions of the participants in the current offering periods under the ESPP shall be used to purchase Company Shares as of no later than five Business Days prior to the First Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (b) Subject to compliance with applicable Law, within fourteen Business Days after the date hereof, the Company shall (i) give notice of the amendment to the Company’s Employee Stock Purchase Savings Plan currently maintained for employees located in Japan (the “Japan ESPP”) in accordance with Article 24 thereof so that (A) no new offering periods will commence under the Japan ESPP during the period from the date of this Agreement through the First Effective Time, (B) there will be no increase in the amount of payroll deductions permitted to be made by the participants under the Japan ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of following the date of this Agreement, and (C) no individuals shall commence participation in the Japan ESPP during the period from the date of this Agreement through the First Effective Time, and (ii) use commercially reasonable efforts to cause such amendment to become effective in accordance with Article 24 of the Japan ESPP as soon as reasonably practicable after the date hereof. The accumulated contributions of the participants in the current offering periods under the Japan ESPP shall be used to purchase Company Shares as of no later than five Business Days prior Prior to the First Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (c) The Company Shares purchased pursuant to this Section 2.13 shall be treated the same as all other Company Shares in accordance with Section 2.05. As of no later than the Business Day immediately prior to the First Effective Time, the Company shall will take all action that may be necessary to (A) cause any Offering Period that would otherwise be outstanding at the Effective Time to be terminated no later than ten (10) days prior to the date on which the Effective Time occurs; (B) make any pro rata adjustments in accordance with the ESPP that may be necessary to reflect the shortened Offering Period, but otherwise treat such shortened Offering Period as a fully Table of Contents effective and completed Offering Period for all purposes pursuant to the ESPP; (C) cause the exercise of each outstanding purchase right pursuant to the ESPP prior to the Effective Time; and (D) provide that no further Offering Period or Purchase Period (as defined in the ESPP) will commence pursuant to the ESPP after the date of this Agreement. On such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant’s ESPP account to the purchase of whole Shares in accordance with the terms of the ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the Company will terminate the ESPP and the Japan ESPP.

Employee Stock Purchase Plan. (a) The Company shall take all actions that are reasonably necessary With respect to ensure that (i) no new offering periods under the Company’s 2007 's 2015 Employee Stock Purchase PlanPlan (the "ESPP"), as amended soon as practicable following the date of this Agreement, the Company Board or the applicable committee thereof, as applicable, will adopt resolutions or take other actions as may be required to provide that each individual participating in any Offering Period (as defined in the “ESPP”) will commence during the period from in progress on the date of this Agreement through will not be permitted to (i) increase his or her payroll contribution rate pursuant to the First Effective Time, ESPP from the rate in effect when that Offering Period commenced or (ii) there will make separate non-payroll contributions to the ESPP on or following the date of this Agreement, except as may be no increase required by applicable Law. No individual who is not participating in the amount of payroll deductions permitted to be made by the participants under the ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of the date of this Agreement, and (iii) no individuals shall Agreement will be allowed to commence participation in the ESPP during the period from the date of this Agreement through the First Effective Time. The accumulated contributions of the participants in the current offering periods under the ESPP shall be used to purchase Company Shares as of no later than five Business Days prior to the First Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (b) Subject to compliance with applicable Law, within fourteen Business Days after the date hereof, the Company shall (i) give notice of the amendment to the Company’s Employee Stock Purchase Savings Plan currently maintained for employees located in Japan (the “Japan ESPP”) in accordance with Article 24 thereof so that (A) no new offering periods will commence under the Japan ESPP during the period from the date of this Agreement through the First Effective Time, (B) there will be no increase in the amount of payroll deductions permitted to be made by the participants under the Japan ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of following the date of this Agreement, and (C) no individuals shall commence participation in the Japan ESPP during the period from the date of this Agreement through the First Effective Time, and (ii) use commercially reasonable efforts to cause such amendment to become effective in accordance with Article 24 of the Japan ESPP as soon as reasonably practicable after the date hereof. The accumulated contributions of the participants in the current offering periods under the Japan ESPP shall be used to purchase Company Shares as of no later than five Business Days prior Prior to the First Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (c) The Company Shares purchased pursuant to this Section 2.13 shall be treated the same as all other Company Shares in accordance with Section 2.05. As of no later than the Business Day immediately prior to the First Effective Time, the Company shall will take all action that may be necessary to (A) cause any Offering Period that would otherwise be outstanding at the Effective Time to be terminated no later than ten (10) days prior to the date on which the Effective Time occurs; (B) make any pro rata adjustments in accordance with the ESPP that may be necessary to reflect the shortened Offering Period, but otherwise treat such shortened Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; (C) cause the exercise of each outstanding purchase right pursuant to the ESPP prior to the Effective Time; and (D) provide that no further Offering Period or Purchase Period (as defined in the ESPP) will commence pursuant to the ESPP after the date of this Agreement. On such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant's ESPP account to the purchase of whole Shares in accordance with the terms of the ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the Company will terminate the ESPP and the Japan ESPP.

Employee Stock Purchase Plan. (a) The With respect to the Company shall take all actions that are reasonably necessary to ensure that (i) no new offering periods under the Company’s 2007 Employee Stock Purchase Plan, as amended (the “ESPP”) will commence during the period from promptly as reasonably practicable after the date of this Agreement through and prior to the First Effective Time, the Company Board (iior the Compensation Committee thereof) there will shall adopt resolutions or take other actions as may be no increase required to provide that (i) Offerings (as defined in the amount of payroll deductions permitted to Company Stock Purchase Plan) shall be made by the participants under the ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect suspended as of the first Offering Commencement Date (as defined in the Company Stock Purchase Plan) scheduled to occur after the date of this Agreement, and (iiiii) no individuals shall commence participation new participants will be permitted to participate in the ESPP during the period Company Stock Purchase Plan from and after the date of this Agreement through and (iii) participants will not be permitted to increase their rate or amount of payroll deductions under the First Company Stock Purchase Plan. Prior to the Effective Time. The accumulated contributions , the Company will take all actions to the extent reasonably necessary to, effective as of the participants Effective Time: (A) cause the Exercise Date (as defined in the current offering periods under Company Stock Purchase Plan) with respect to any Plan Period (as defined in the ESPP shall be used Company Stock Purchase Plan) that would otherwise occur on or after the Effective Time, if any, to purchase Company Shares as of occur no later than the earlier of (1) five Business Days prior to the First date on which the Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. Time occurs or (b2) Subject to compliance with applicable Law, within fourteen Business Days after the date hereofon which such Plan Period otherwise would end (such earlier date, the Company shall (i) give notice of the amendment to the Company’s Employee Stock Purchase Savings Plan currently maintained for employees located in Japan (the “Japan ESPPFinal Exercise Date”) in accordance with Article 24 thereof so that (A) no new offering periods will commence under the Japan ESPP during the period from the date of this Agreement through the First Effective Time), (B) there will be no increase in make any pro rata adjustments to the amount of payroll deductions permitted extent reasonably necessary to be made by reflect the participants under shortened Plan Period, but otherwise treat such shortened Plan Period as a fully effective and completed Plan Period for all purposes pursuant to the Japan ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of the date of this Agreement, Company Stock Purchase Plan and (C) no individuals shall commence participation in cause the Japan ESPP during the period from the date of this Agreement through the First Effective Timeexercise, and (ii) use commercially reasonable efforts to cause such amendment to become effective in accordance with Article 24 as of the Japan ESPP as soon as reasonably practicable after Final Exercise Date, of each outstanding purchase right pursuant to the date hereofCompany Stock Purchase Plan. The accumulated contributions of On the participants in Final Exercise Date, the current offering periods under Company will apply the Japan ESPP shall be used to purchase Company Shares funds credited as of no later than five Business Days prior such date pursuant to the First Effective Time, and Company Stock Purchase Plan within each participant’s payroll withholding account to the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (c) The Company Shares purchased pursuant to this Section 2.13 shall be treated the same as all other Company of whole Shares in accordance with Section 2.05the terms of the Company Stock Purchase Plan and will cause the remaining accumulated but unused payroll deductions to be distributed to the relevant participants, without interest, as promptly as reasonably practicable following the Final Exercise Date. As of no later than the Business Day immediately Immediately prior to and effective as of the First Effective Time, the Company shall will terminate the ESPP and the Japan ESPPCompany Stock Purchase Plan.

Employee Stock Purchase Plan. Prior to the date hereof, the administrator of the WDC ESPP shall have taken all actions necessary and appropriate, to the extent permissible by applicable Law, and in accordance with such applicable Law: (a) The Company to amend the WDC ESPP, prior to the Distribution Date, such that each Exercise Period that would otherwise be in progress as of immediately prior to the Distribution Date shall take all actions that are reasonably necessary to ensure that (i) no be shortened and a new offering periods under the Company’s 2007 Employee Stock Purchase Plan, as amended (the “ESPP”) will commence during the period from the date of this Agreement through the First Effective Time, (ii) there will Exercise Date shall be no increase in the amount of payroll deductions permitted to be made set by the participants under the ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as administrator of the date of this Agreement, and WDC ESPP (iiior its delegee) no individuals shall commence participation in to occur upon the ESPP during the period from the date of this Agreement through the First Effective Time. The accumulated contributions of the participants in the current offering periods under the ESPP shall be used to purchase Company Shares as of no later than day that is at least five (5) Business Days prior to the First Effective TimeRecord Date in accordance with the terms of the WDC ESPP, as of which date the Exercise Period and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. related Offering Periods then in progress will terminate; (b) Subject to compliance with applicable Law, within fourteen Business Days after terminate the date hereof, participation of Spinco Employees in the Company shall (i) give notice of the amendment WDC ESPP effective no later than immediately prior to the Company’s Employee Stock Purchase Savings Plan currently maintained for employees located in Japan Separation Time; and (the “Japan ESPP”c) in accordance with Article 24 thereof so that (A) no to commence a new offering periods will commence under the Japan ESPP during the period from the date of this Agreement through the First Effective Time, (B) there will be no increase in the amount of Offering Period and payroll deductions permitted to be made and other contributions by the participants under the Japan ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of the date of this Agreement, and (C) no individuals shall commence participation in the Japan ESPP during the period from the date of this Agreement through the First Effective Time, and (ii) use commercially reasonable efforts to cause such amendment to become effective in accordance with Article 24 of the Japan ESPP WDC Employees as soon as reasonably practicable after the Distribution Date, on such date hereof. The accumulated contributions as may be determined by the administrator of the participants in the current offering periods under the Japan ESPP shall be used to purchase Company Shares WDC ESPP. Effective as of no later than five Business Days prior or before the Distribution Date, Spinco shall adopt an employee stock purchase plan in a form substantially similar to the First Effective TimeWDC ESPP (the “Spinco ESPP”), and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (c) The Company Shares purchased pursuant to this Section 2.13 Spinco Employees shall be treated eligible to participate in the same as all other Company Shares in accordance with Section 2.05. As of Spinco ESPP effective no later than the Business Day immediately prior Distribution Date, or such other date as may be determined by the administrator of the Spinco ESPP; provided, however, that Spinco may (a) delay implementation of the Spinco ESPP in one or more countries to the First Effective Timeextent necessary to complete those actions and undertakings that Spinco, in its sole discretion, determines to be necessary or advisable to comply with applicable Law; or (b) elect to not offer the Company shall terminate the Spinco ESPP and the Japan ESPPin certain non-U.S. jurisdictions for legal, regulatory or tax issues or requirements and/or to avoid undue cost or administrative burden.

Employee Stock Purchase Plan. (a) The Company Cessation of Participation in Pentair ESPP. nVent Group Employees shall take all actions continue to participate in the Pentair ESPP through the last pay period that are reasonably necessary to ensure that (i) no new offering periods ends before the Effective Time. For clarity, the last purchase of Pentair Ordinary Shares under the Company’s 2007 Employee Pentair ESPP shall occur from the paycheck paid with respect to such last pay period. From and after such date, the nVent Group Employees shall cease to participate in the Pentair ESPP, other than with respect to any final purchase to be made with respect to such last pay period. Notwithstanding the foregoing, the administrator of the Pentair plc International Stock Purchase and Bonus Plan may establish an alternate date for cessation of participation of nVent Group Employees in the Pentair plc International Stock Purchase and Bonus Plan, as amended (the “ESPP”) will commence during the period from the date of this Agreement through the First Effective Time, (ii) there will be no increase in the amount of payroll deductions permitted it determines to be made by necessary or advisable to accommodate the participants under the ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as operation and administration of the date of this Agreement, Pentair plc International Stock Purchase and (iii) no individuals shall commence participation in the ESPP during the period from the date of this Agreement through the First Effective Time. The accumulated contributions of the participants in the current offering periods under the ESPP shall be used to purchase Company Shares as of no later than five Business Days prior to the First Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchaseBonus Plan. (b) Subject to compliance with applicable Law, within fourteen Business Days after Establishment of nVent ESPP. Before the date hereof, the Company shall (i) give notice of the amendment to the Company’s Employee Stock Purchase Savings Plan currently maintained for employees located in Japan (the “Japan ESPP”) in accordance with Article 24 thereof so that (A) no new offering periods will commence under the Japan ESPP during the period from the date of this Agreement through the First Effective Time, nVent shall establish the nVent ESPP, to be effective at the Effective Time or as soon as practicable thereafter. The nVent ESPP shall provide that nVent Group Employees shall (B1) there will be no increase eligible to participate in the amount of payroll deductions permitted to be made by the participants under the Japan nVent ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of the date Effective Time to the extent that they were eligible to participate in the Pentair ESPP as of this Agreementimmediately prior to such date, and (C2) no individuals shall commence participation in receive credit for all service credited under the Japan ESPP during the period from the date of this Agreement through the First Effective Time, and (ii) use commercially reasonable efforts to cause such amendment to become effective in accordance with Article 24 of the Japan Pentair ESPP as soon as reasonably practicable after the date hereof. The accumulated contributions of the participants in the current offering periods under the Japan ESPP shall be used to purchase Company Shares as of no later than five Business Days prior to the First Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (c) The Company Shares purchased pursuant to this Section 2.13 shall be treated the same as all other Company Shares in accordance with Section 2.05. As of no later than the Business Day immediately prior to the First Effective Time. Notwithstanding the foregoing, nVent may delay implementation of the Company shall terminate nVent ESPP or otherwise choose not to establish such nVent ESPP in one or more countries (i) to the extent necessary to complete those actions and undertakings that nVent, in its sole discretion, determines to be necessary or advisable to comply with applicable Law or (ii) if nVent determines, in its sole discretion, that establishing and maintaining such nVent ESPP in such country would not be commercially reasonable in light of the facts and the Japan ESPPcircumstances.

Employee Stock Purchase Plan. (a) The Company shall take all actions that are reasonably necessary Prior to ensure that (i) no new offering periods under the Company’s 2007 Employee Stock Purchase Plan, as amended (the “ESPP”) will commence during the period from the date of this Agreement through the First Effective Time, (ii) there will be no increase in the amount of payroll deductions permitted to be made by the participants under the ESPP during the current offering periods, except those made in accordance with payroll deduction elections that are in effect as of the date of this Agreement, and (iii) no individuals shall commence participation in the ESPP during the period from the date of this Agreement through the First Effective Time. The accumulated contributions of the participants in the current offering periods under the ESPP shall be used to purchase Company Shares as of no later than five Business Days prior to the First Effective Time, and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (b) Subject to compliance with applicable Law, within fourteen Business Days after the date hereof, the Company shall (i) give notice administrator of the amendment WDC ESPP shall have taken all actions necessary and appropriate, to the Company’s Employee Stock Purchase Savings Plan currently maintained for employees located in Japan (the “Japan ESPP”) extent permissible by applicable Law, and in accordance with Article 24 thereof so such applicable Law: (a) to amend the WDC ESPP, prior to the Distribution Date, such that (A) no each Exercise Period that would otherwise be in progress as of immediately prior to the Distribution Date shall be shortened and a new offering periods will commence under the Japan ESPP during the period from the date of this Agreement through the First Effective Time, (B) there will Exercise Date shall be no increase in the amount of payroll deductions permitted to be made set by the participants under administrator of the Japan WDC ESPP during (or its delegee) to occur upon the current offering periods, except those made day that is ten (10) trading days prior to the Distribution Date in accordance with payroll deduction elections the terms of the WDC ESPP, as of which date the Exercise Period and related Offering Period then in progress will terminate; provided, however, that are with respect any Exercise Period commencing on or after December 1, 2024, in effect the sole discretion of WDC, such Exercise Period may be terminated effective as of the date of this Agreementday prior to the Distribution Date, and (C) no individuals shall commence participation without setting a new Exercise Date, in which case the Japan ESPP during payroll deductions credited to the period from participants’ accounts for that Exercise Period will be returned to them on or as soon as practicable following the date of this Agreement through the First Effective Time, and (ii) use commercially reasonable efforts to cause such amendment to become effective Distribution Date in accordance with Article 24 the terms of the Japan WDC ESPP; (b) to terminate the participation of Spinco Employees in the WDC ESPP effective no later than immediately prior to the Separation Time; and (c) to commence a new Offering Period and payroll deductions and other contributions by WDC Employees as soon as reasonably practicable after the Distribution Date, on such date hereof. The accumulated contributions as may be determined by the administrator of the participants in the current offering periods under the Japan ESPP shall be used to purchase Company Shares WDC ESPP. Effective as of no later than five Business Days prior or before the Distribution Date, Spinco shall adopt an employee stock purchase plan in a form substantially similar to the First Effective TimeWDC ESPP (the “Spinco ESPP”), and the participants’ purchase rights under such offerings shall terminate immediately after such purchase. (c) The Company Shares purchased pursuant to this Section 2.13 Spinco Employees shall be treated eligible to participate in the same as all other Company Shares in accordance with Section 2.05. As of Spinco ESPP effective no later than the Business Day immediately prior Distribution Date, or such other date as may be determined by the administrator of the Spinco ESPP; provided, however, that Spinco may (a) delay implementation of the Spinco ESPP in one or more countries to the First Effective Timeextent necessary to complete those actions and undertakings that Spinco, in its sole discretion, determines to be necessary or advisable to comply with applicable Law; or (b) elect to not offer the Company shall terminate the Spinco ESPP and the Japan ESPPin certain non-U.S. jurisdictions for legal, regulatory or tax issues or requirements and/or to avoid undue cost or administrative burden.