XYLEM INC., ITT CORPORATION, as Guarantor and UNION BANK, N.A., as Trustee Indenture Dated as of September 20, 2011 Providing for Issuance of Debt SecuritiesIndenture • September 26th, 2011 • Xylem Inc. • Pumps & pumping equipment • New York
THIS INDENTURE, between Xylem Inc., an Indiana corporation (hereinafter called the “Company”) having its principal office at 1133 Westchester Avenue, Suite 2000, White Plains, New York 10604, ITT Corporation, an Indiana corporation, as guarantor (hereinafter called “ITT” or the “Guarantor”), and Union Bank, N.A., a national banking association, as trustee (hereinafter called the “Trustee”), is made and entered into as of this 20th day of September, 2011.
XYLEM INC. and MUFG UNION BANK, N.A., as Trustee Form of Subordinated Indenture Dated as of [●] Providing for Issuance of Subordinated Debt SecuritiesSubordinated Indenture • October 29th, 2015 • Xylem Inc. • Pumps & pumping equipment • New York
THIS SUBORDINATED INDENTURE, between Xylem Inc., an Indiana corporation (the “Company”) having its principal office at 1 International Drive, Rye Brook, New York 10573, and MUFG Union Bank, N.A., a national banking association, as trustee (the “Trustee”), is made and entered into as of this [●] day of [●], 20[●].
FORM OF XYLEMRestricted Stock Unit Agreement • February 28th, 2012 • Xylem Inc. • Pumps & pumping equipment • New York
THIS AGREEMENT (the “Agreement”), effective as of the 2nd day of March, 2012, by and between Xylem Inc. (the “Company”) and [name] (the “Grantee”), WITNESSETH:
DIRECTOR’S INDEMNIFICATION AGREEMENTDirector’s Indemnification Agreement • February 26th, 2021 • Xylem Inc. • Pumps & pumping equipment • Indiana
WHEREAS, both the Corporation and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public corporations in today’s environment;
FORM OF XYLEM 2011 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT — GENERAL GRANTNon-Qualified Stock Option Award Agreement • November 21st, 2011 • Xylem Inc. • Pumps & pumping equipment • New York
THIS AGREEMENT (the “Agreement”), effective as of the 7th day of November, 2011, by and between Xylem Inc. (the “Company”) and [name] (the “Optionee”), WITNESSETH:
FOUR-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of October 25, 2011 among XYLEM INC. THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIBANK, N.A., as Syndication Agent BARCLAYS BANK PLC...Credit Facility Agreement • November 21st, 2011 • Xylem Inc. • Pumps & pumping equipment • New York
FOUR-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (as it may be amended, supplemented or otherwise modified, the “Agreement”) dated as of October 25, 2011, among XYLEM INC., an Indiana corporation (the “Company”); each Borrowing Subsidiary party hereto; the lenders listed in Schedule 2.01 (together with their successors and permitted assigns, the “Lenders”); and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
EUR 250,000,000 TERM LOAN AGREEMENTTerm Loan Agreement • August 4th, 2023 • Xylem Inc. • Pumps & pumping equipment • England
(1)Xylem Europe GmbH, a company incorporated under the laws of Switzerland, having its registered address at Bleicheplatz 6, 8200 Schaffhausen, Switzerland, registration number CH-287.650.247 (the Borrower);
XYLEMRestricted Stock Unit Agreement • May 4th, 2022 • Xylem Inc. • Pumps & pumping equipment • New York
This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Capitalized terms that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
BENEFITS AND COMPENSATION MATTERS AGREEMENT DATED AS OF [ ], 2011, AMONG ITT CORPORATION, XYLEM INC. AND EXELIS INC.Benefits and Compensation Matters Agreement • September 26th, 2011 • Xylem Inc. • Pumps & pumping equipment • Indiana
Individuals listed on Schedule 1(a)(i) are listed as of 9/22/11, which will be adjusted to the date coincident with, or the end of the month following, the Distribution Date.
XYLEM INC. and MUFG UNION BANK, N.A., as Trustee Form of Senior Indenture Dated as of [●] Providing for Issuance of Senior Debt SecuritiesSenior Indenture • October 29th, 2015 • Xylem Inc. • Pumps & pumping equipment • New York
THIS SENIOR INDENTURE, between Xylem Inc., an Indiana corporation (the “Company”) having its principal office at 1 International Drive, Rye Brook, New York 10573, and MUFG Union Bank, N.A., a national banking association, as trustee (the “Trustee”), is made and entered into as of this [●] day of [●], 20[●].
XYLEMPerformance Share Unit Agreement • May 4th, 2022 • Xylem Inc. • Pumps & pumping equipment • New York
This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Capitalized terms that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
MASTER TRANSITION SERVICES AGREEMENTMaster Transition Services Agreement • September 26th, 2011 • Xylem Inc. • Pumps & pumping equipment • New York
This Master Transition Services Agreement (this “Agreement”) is entered into as of [•], 2011, by and among ITT Corporation, an Indiana corporation (“ITT”), Exelis Inc., an Indiana corporation (“Exelis”) and Xylem Inc., an Indiana corporation (“Xylem”). Each of ITT, Exelis and Xylem is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, by and among ITT, Exelis and Xylem (as such may be amended from time to time, the “Distribution Agreement”).
FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT Dated as of March 27, 2015 among XYLEM INC., THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent and JPMORGAN CHASE BANK, N.A., as Syndication Agent WELLS FARGO BANK, N.A., as Documentation...Credit Facility Agreement • March 31st, 2015 • Xylem Inc. • Pumps & pumping equipment • New York
FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT (as it may be amended, supplemented or otherwise modified, the “Agreement”) dated as of March 27, 2015, among XYLEM INC., an Indiana corporation (the “Company”); each Borrowing Subsidiary party hereto; the lenders listed in Schedule 2.01 (together with their successors and permitted assigns, the “Lenders”); and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
XYLEM WATER TECHNOLOGIES IIFinance Contract • November 1st, 2016 • Xylem Inc. • Pumps & pumping equipment • England
XYLEM [YEAR] NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR CERTAIN EXECUTIVES & EXECUTIVE OFFICERS AS APPROVED BY THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEENon-Qualified Stock Option Award Agreement • August 3rd, 2021 • Xylem Inc. • Pumps & pumping equipment • New York
This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Terms used in this Agreement that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
TAX MATTERS AGREEMENT by and among ITT CORPORATION, XYLEM INC., and EXELIS INC. Dated as of , 2011Tax Matters Agreement • September 14th, 2011 • Xylem Inc. • Pumps & pumping equipment • New York
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2011, by and among ITT Corporation, an Indiana corporation (“ITT”), Xylem Inc., an Indiana corporation (“Water”), and Exelis Inc., an Indiana corporation (“Defense”). Each of ITT, Water, and Defense is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 30th, 2015 • Xylem Inc. • Pumps & pumping equipment • New York
Xylem Inc. (the “Company”) grants to the Director named below, in accordance with the terms of the Xylem 2011 Omnibus Incentive Plan (the “Plan”) and this Restricted Stock Unit award agreement (this “Agreement”), the number of Restricted Stock Units (the “Restricted Stock Units” or the “Award”) provided as follows:
MASTER TRANSITION SERVICES AGREEMENTMaster Transition Services Agreement • September 14th, 2011 • Xylem Inc. • Pumps & pumping equipment • New York
This Master Transition Services Agreement (this “Agreement”) is entered into as of [•], 2011, by and among ITT Corporation, an Indiana corporation (“ITT”), Exelis Inc., an Indiana corporation (“Exelis”) and Xylem Inc., an Indiana corporation (“Xylem”). Each of ITT, Exelis and Xylem is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, by and among ITT, Exelis and Xylem (as such may be amended from time to time, the “Distribution Agreement”).
Ms. Gretchen W. McClain President and Chief Executive Officer Xylem Inc. 1133 Westchester Ave. White Plains, NY 10604 Dear Gretchen:Employment Agreement • October 20th, 2011 • Xylem Inc. • Pumps & pumping equipment
The purpose of this letter is to set forth the terms and conditions of your employment with Xylem Inc. (the “Company”), effective as of the Distribution Date, (the Distribution Date has the meaning set forth in the Distribution Agreement). The Company agrees to employ you as President and Chief Executive Officer and you agree to discharge faithfully, diligently, and to the best of your ability, your duties. You will report directly to the Board of Directors of the Company (the “Board”). Your principal work location will be White Plains, NY. You will be an at-will employee at all times.
XYLEMNon-Qualified Stock Option Grant Agreement • May 2nd, 2024 • Xylem Inc. • Pumps & pumping equipment • Indiana
This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Terms used in this Agreement that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
XYLEM INC. AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee SUPPLEMENTAL INDENTURE NO. 4 Dated as of June 26, 2020Supplemental Indenture • June 26th, 2020 • Xylem Inc. • Pumps & pumping equipment • New York
THIS SUPPLEMENTAL INDENTURE No. 4 (this “Supplemental Indenture No. 4”), dated as of June 26, 2020, is between XYLEM INC., an Indiana corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (the “Trustee”).
FORM OF XYLEM 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT — NON-EMPLOYEE DIRECTORRestricted Stock Unit Award Agreement • November 21st, 2011 • Xylem Inc. • Pumps & pumping equipment • New York
Xylem Inc. (the “Company”) grants to the Director named below, in accordance with the terms of the Xylem 2011 Omnibus Incentive Plan (the “Plan”) and this Restricted Stock Unit award agreement (this “Agreement”), the number of Restricted Stock Units (the “Restricted Stock Units” or the “Award”) provided as follows:
ContractNote • May 24th, 2012 • Xylem Inc. • Pumps & pumping equipment
UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
XYLEMRestricted Stock Unit Agreement • May 4th, 2023 • Xylem Inc. • Pumps & pumping equipment • Washington
This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Capitalized terms that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
YEAR] NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • February 26th, 2015 • Xylem Inc. • Pumps & pumping equipment • New York
THIS AGREEMENT (the “Agreement”), effective as of [Month] [day], [year], by and between Xylem Inc. (the “Company”) and [name] (the “Optionee”), WITNESSETH:
XYLEMPerformance Share Unit Agreement • May 4th, 2023 • Xylem Inc. • Pumps & pumping equipment • Washington
This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Capitalized terms that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (Amended and Restated on February 24, 2016) (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
Individual Employment Contract BETWEEN Xylem Europe GmbH, Bleicheplatz 6 CH-8200 Schaffhausen HEREINAFTER REFERRED TO AS “Company” ON THE FIRST HAND AND Hayati Yarkadas [ADDRESS ON FILE WITH THE COMPANY] HEREINAFTER REFERRED TO AS “Employee” ON THE...Individual Employment Contract • May 4th, 2021 • Xylem Inc. • Pumps & pumping equipment
FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT Dated as of March 5, 2019 among XYLEM INC., THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Syndication Agent and ING CAPITAL LLC,Five-Year Revolving Credit Facility Agreement • March 5th, 2019 • Xylem Inc. • Pumps & pumping equipment • New York
FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT (as it may be amended, supplemented or otherwise modified, this “Agreement”) dated as of March 5, 2019, among XYLEM INC., an Indiana corporation (the “Company”); each Borrowing Subsidiary party hereto; the lenders listed in Schedule 2.01 (the “Initial Lenders”); and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO THE SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 1st, 2016 • Xylem Inc. • Pumps & pumping equipment
This FIRST AMENDMENT TO THE SHARE PURCHASE AGREEMENT (this “Amendment”), dated as of October 31, 2016, amends that certain Share Purchase Agreement, dated as of August 15, 2016 (the “Agreement”), by and among Sensus Worldwide Limited, an exempted company incorporated under the laws of Bermuda (“Sensus Worldwide”), Sensus Industries Limited, an exempted company incorporated under the laws of Bermuda (“Sensus Industries”), Sensus USA Inc., a Delaware corporation (“Sensus USA” and, together with Sensus Worldwide and Sensus Industries, “Sellers”), Xylem Inc., an Indiana corporation (“US Buyer”), and Xylem Luxembourg S.à r.l., a Luxembourg, société à responsabilité limitée (“Lux Buyer” and, together with US Buyer, “Buyers”). Capitalized terms used and not defined herein shall have the respective meaning ascribed thereto in the Agreement.
XYLEMPerformance Share Unit Grant Agreement • May 2nd, 2024 • Xylem Inc. • Pumps & pumping equipment • Indiana
This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Capitalized terms that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (Amended and Restated on February 24, 2016) (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
AGREEMENT AND PLAN OF MERGER among XYLEM INC., FORE MERGER SUB, INC. and EVOQUA WATER TECHNOLOGIES CORP. Dated as of January 22, 2023Agreement and Plan of Merger • January 23rd, 2023 • Xylem Inc. • Pumps & pumping equipment • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 22, 2023, between Xylem Inc., an Indiana corporation (“Parent”), Fore Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and Evoqua Water Technologies Corp., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • November 1st, 2016 • Xylem Inc. • Pumps & pumping equipment • New York
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”) among XYLEM INC., an Indiana corporation (the “Company”), the banks, financial institutions and other institutional lenders party to the Credit Agreement referred to below (collectively, the “Lenders”) and CITIBANK, N.A., as agent (the “Administrative Agent”) for the Lenders.
FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT Dated as of March 1, 2023 among XYLEM INC., THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Syndication Agent and ING CAPITAL LLC, as Sustainability...Credit Facility Agreement • March 2nd, 2023 • Xylem Inc. • Pumps & pumping equipment • New York
FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT (as it may be amended, supplemented or otherwise modified, this “Agreement”) dated as of March 1, 2023, among XYLEM INC., an Indiana corporation (the “Company”); each Borrowing Subsidiary party hereto; the lenders listed in Schedule I (the “Initial Lenders”); and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • June 23rd, 2020 • Xylem Inc. • Pumps & pumping equipment
This AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of June 22, 2020, is entered into by and among XYLEM INC., an Indiana corporation (the “Company”), the Lenders (as such term is defined below) executing this Amendment on the signature pages hereto and Citibank, N.A., as administrative agent (the “Administrative Agent”) for the Lenders.
FORM OF XYLEMNon-Qualified Stock Option Award Agreement • February 28th, 2012 • Xylem Inc. • Pumps & pumping equipment • New York
THIS AGREEMENT (the “Agreement”), effective as of the 2nd day of March, 2012, by and between Xylem Inc. (the “Company”) and [name] (the “Optionee”), WITNESSETH:
