EMPLOYMENT AND NON-INTERFERENCE AGREEMENTEmployment Agreement • May 15th, 2009 • Sensus Metering Systems Bermuda 2 LTD • Totalizing fluid meters & counting devices • Delaware
This Employment and Non-Interference Agreement, dated as of July 1, 2008 (the “Agreement”), is by and between William T. Yeates (the “Executive”) and Sensus Metering Systems Inc., a Delaware corporation (the “Company”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda (“Bermuda 2”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 1) Ltd., a company organized under the laws of Bermuda (“Holdings”).
RESTRICTED SHARE AND SHAREHOLDER AGREEMENTRestricted Share and Shareholder Agreement • October 22nd, 2010 • Sensus (Bermuda 2) LTD • Totalizing fluid meters & counting devices • New York
This RESTRICTED SHARE AND SHAREHOLDER AGREEMENT (this “Agreement”), entered into as of October 19, 2010 (the “Grant Date”), is by and between Louis D’Ambrosio (the “Participant”) and Sensus (Bermuda 1) Ltd., a Bermuda limited company (the “Company”). Certain capitalized terms used herein and not otherwise defined are defined in Section 13 hereof.
ContractAmendment No. 3 and Agreement • July 24th, 2009 • Sensus Metering Systems Bermuda 2 LTD • Totalizing fluid meters & counting devices • New York
AMENDMENT NO. 3 AND AGREEMENT dated as of July 23, 2009 (this “Amendment”), among SENSUS USA INC. (formerly known as Sensus Metering Systems Inc.) (the “Borrower”), SENSUS METERING SYSTEMS (LUXCO 2) S.ÀR.L. (the “European Borrower” and, together with the Borrower, the “Borrowers”), SENSUS (BERMUDA 2) LTD. (formerly known as Sensus Metering Systems (Bermuda 2) Ltd.) (“Holdings”), the Lenders party hereto, the Additional Term Lenders (as defined below), the Additional Revolving Lenders (as defined below), CREDIT SUISSE, as General Administrative Agent (in such capacity, the “Administrative Agent”), U.S. Collateral Agent, European Administrative Agent and European Collateral Agent for the Lenders, CREDIT SUISSE and GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Bookrunners and Joint Lead Arrangers, GOLDMAN SACHS CREDIT PARTNERS L.P. and DEUTSCHE BANK AG, as Co-Syndication Agents, and ROYAL BANK OF CANADA and BANK OF MONTREAL, as Co-Documentation Agents, to the Credit Agreement dated as of D
ContractCredit Agreement • October 18th, 2004 • Sensus Metering Systems Bermuda 2 LTD • Totalizing fluid meters & counting devices • New York
AMENDMENT NO. 1 dated as of October 14, 2004 (this “Amendment”) to the Credit Agreement dated as of December 17, 2003 (the “Credit Agreement”), among SENSUS METERING SYSTEMS INC. (the “Borrower”), SENSUS METERING SYSTEMS (LUXCO 2) S.ÀR.L. (the “European Borrower” and, together with the Borrower, the “Borrowers”), SENSUS METERING SYSTEMS (BERMUDA 2) LTD. (“Holdings”), the Lenders and CREDIT SUISSE FIRST BOSTON, as General Administrative Agent (in such capacity, the “Administrative Agent”), U.S. Collateral Agent, European Administrative Agent and European Collateral Agent for the Lenders.
SEPARATION AGREEMENT, WAIVER and GENERAL RELEASESeparation Agreement • January 21st, 2011 • Sensus (Bermuda 2) LTD • Totalizing fluid meters & counting devices • North Carolina
This Separation Agreement, Waiver and General Release (“Agreement”) is made by and between Sensus USA Inc. (the “Company”) and Jeffrey J. Kyle (“Employee”).
CONSULTING AGREEMENTConsulting Agreement • May 15th, 2009 • Sensus Metering Systems Bermuda 2 LTD • Totalizing fluid meters & counting devices • Delaware
This Consulting Agreement, effective as of May 30, 2008 (this “Agreement”), is between Al Giammarino (“Consultant”) and Sensus Metering Systems Inc., a Delaware corporation (the “Company”).
Terminations within 12 months of accepting new assignmentRelocation Payback Agreement • May 15th, 2009 • Sensus Metering Systems Bermuda 2 LTD • Totalizing fluid meters & counting devices
If I voluntarily terminate within 12 months of accepting the new assignment I agree to pay 100% of all expenses reimbursed directly to me or on my behalf. Full payment will be made within 90 days from my departure date.
ContractCredit Agreement • November 10th, 2004 • Sensus Metering Systems Bermuda 2 LTD • Totalizing fluid meters & counting devices • New York
AMENDMENT NO. 1 dated as of October 14, 2004 (this “Amendment”) to the Credit Agreement dated as of December 17, 2003 (the “Credit Agreement”), among SENSUS METERING SYSTEMS INC. (the “Borrower”), SENSUS METERING SYSTEMS (LUXCO 2) S.ÀR.L. (the “European Borrower” and, together with the Borrower, the “Borrowers”), SENSUS METERING SYSTEMS (BERMUDA 2) LTD. (“Holdings”), the Lenders and CREDIT SUISSE FIRST BOSTON, as General Administrative Agent (in such capacity, the “Administrative Agent”), U.S. Collateral Agent, European Administrative Agent and European Collateral Agent for the Lenders.
Termination within 24 months of accepting new assignmentRelocation Payback Agreement • May 15th, 2009 • Sensus Metering Systems Bermuda 2 LTD • Totalizing fluid meters & counting devices
If I voluntarily terminate employment or I am involuntarily terminated within the first two years after the transfer date (defined as the commencement of salary at the destination location), I will repay all relocation benefits previously paid by the Company, according to the following graduated scale.
