Exhibit 10.27
RETIREMENT AGREEMENT AND RELEASE
THIS RETIREMENT AGREEMENT AND RELEASE ("Agreement") is made and entered by
and between Xxx X. Xxxx ("Xxxx") and Pentair, Inc. ("Pentair" or the "Company").
1. Consideration. In consideration for the mutual promises exchanged
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herein and for the payments to Xxxx set forth herein, Xxxx and the Company
acknowledge the full, complete, and final settlement of any and all claims,
actions, causes of action or costs, including attorneys' fees, against the
other and the other persons and entities released herein.
2. Continued Employment. The parties acknowledge that Pentair will pay
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Xxxx $5,208.33 each pay period between January 01, 2002 and December 31, 2002.
In exchange for these payments, Xxxx will perform special project duties as
assigned on a part time basis. This amount shall be paid in accordance with the
usual payroll practices of Pentair and shall be subject to applicable federal
and state withholding taxes and any other deductions which have been authorized
by Xxxx or which Pentair may be required by law to make. Xxxx will be eligible
for all qualified benefit programs, to include medical and dental insurance,
life insurance, disability insurance, 401(k) and Pension. There will be no
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continued participation under Pentair's Management Incentive Plan (MIP) or the
Omnibus Plan for service in 2002.
3. Separation from Service. Xxxx'x employment with Pentair ends
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effective December 31, 2002 (the "Separation Date"). Notwithstanding the
Separation Date, Xxxx ceased to be an officer and a director of Pentair and of
each Pentair subsidiary listed on the attached Schedule A and a committee member
or fiduciary with respect to each Pentair benefit plan listed on Schedule B as
of December 31, 2001.
4. Stock and Equity Awards. Outstanding awards made to Xxxx under the
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Pentair Omnibus Stock Incentive Plan (the "Omnibus Plan") and other equity
awards shall be paid as follows:
a. Restricted Stock. All shares of restricted stock awarded to
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Xxxx through December 31, 2001 and any shares resulting from the 2001 Key
Employee Stock Ownership Incentive Plan together with any shares of
restricted stock awarded to Xxxx under the Omnibus Plan or any other bonus
program shall, to the extent not currently vested, be vested as of
December 31, 2001 and released at the time of the ICU payment. Xxxx
acknowledges that without this Agreement, he would not be entitled to the
benefits set forth in this subparagraph.
b. Incentive Compensation Units ("ICUs. All ICUs awarded to Xxxx
-----------------------------------
as of December 31, 2001 under the Omnibus Plan shall be deemed to be
fully vested as of December 31, 2001 without regard to the vesting period
stated at the time of grant. The value of said awards shall be calculated
and paid to Xxxx in April, 2002. Xxxx acknowledges that without this
Agreement, he would not be entitled to the benefits set forth in this
subparagraph.
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c. Stock Options. All outstanding stock options granted to Xxxx
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under the Omnibus Plan shall remain outstanding and exercisable by him
through the earlier of their original maturity date and five years from
the January 1, 2002. The date any such option is first exercisable shall
not be accelerated. In the event Xxxx should die before all such options
have been exercised or otherwise lapse, then the beneficiary designated by
Xxxx shall have six (6) months from Xxxx'x death to exercise options then
outstanding. Reload privileges are retained through your last day of
employment. Any options not so exercised shall lapse. To the extent
options designated as incentive stock options are exercised within thirty
(30) days of the last day of Xxxx'x employment, they shall retain their
status as qualified options; options exercised after this thirty (30) day
period shall be treated as nonqualified options. If within two years after
the Separation Date, Xxxx shall sell any Pentair common stock acquired
pursuant to the exercise of qualified options, he shall immediately notify
Pentair of such sale and shall supply all information reasonably requested
by Pentair with respect to such sale. Xxxx acknowledges that without this
Agreement, he would not be entitled to the benefits set forth in this
subparagraph.
d. Insider Status. Xxxxxx & Efron, P.A. will advise Xxxx in
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writing of its understanding of his status as an insider with Pentair for
purposes of any stock transactions.
5. Retirement Benefits. Xxxx shall receive payment from the
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tax-qualified and non qualified retirement plans maintained by Pentair as
follows:
a. Pentair Pension Plan. Xxxx shall be entitled to receive payment
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of his vested accrued benefit under the Pentair Pension Plan in
accordance with applicable provisions of that plan. From and after the
Separation Date from employment, Xxxx shall cease to be eligible to accrue
additional benefits under the Pentair Pension Plan.
b. Supplemental Retirement Payment. As a supplemental retirement
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benefit, Xxxx (or in the event of his death his beneficiaries) shall be
paid $10,416.67 per month beginning as soon as administratively feasible
after January 1, 2002 through December 31, 2002. On January 1, 2003 Xxxx
will be paid a supplemental retirement benefit of $8333.83 per month
payable as a life only benefit. This benefit is in lieu of benefits under
either the 1988 or 1999 Supplemental Executive Retirement Plans and,
except as otherwise provided in the Agreement, any other non-tax qualified
retirement or deferred compensation arrangement sponsored by Pentair or
any of its affiliates. The calculation of Xxxx'x benefit assumes that for
the purpose of determining the reduction for early commencement for his
January 1, 2003 benefit that Xxxx is age 65. Xxxx understands and agrees
that this supplemental retirement benefit is more than Pentair is required
to pay under its normal policies and procedures, and Xxxx
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acknowledges that without this Agreement, he would not be entitled to the
benefits set forth in this subparagraph.
c. Retirement Savings and Stock Incentive Plan ("RSIP"). Xxxx
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shall be entitled to receive payment of his vested accrued benefit under
the RSIP in accordance with applicable provisions of that plan after his
separation from employment. Xxxx shall remain a participant in RSIP until
such time as he requests and receives payment of his vested accrued
benefit, but from and after the Separation Date, Xxxx shall not be
entitled to make contributions to the RSIP or to share in allocations of
contributions made by Pentair with respect to service completed after the
separation date.
d. Non-Qualified Deferred Compensation Plan ("Sidekick"). Xxxx
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shall be entitled to receive payment of all amounts payable to him under
the terms and conditions of the Sidekick in accordance with the payment
election made by him prior to the date hereof. From and after the
Separation Date, Xxxx shall not be entitled to make contributions to the
sidekick or to share in the allocations of contributions made by Pentair
with respect to service completed after the separation date.
e. Other Deferred Compensation Plan. To the extent Xxxx may have
--------------------------------
amounts payable to him by reason of his participation in the deferred
compensation plan maintained by Pentair prior to implementation of
Sidekick, Xxxx shall be entitled to receive payment of such deferred
compensation in accordance with the annual payment elections made by him
during the time he elected to participate in such plan.
6. Insurance Benefits. Xxxx shall be eligible to elect to continue
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participation in various medical, dental, life and disability insurance
benefits offered by Pentair as follows:
a. Medical and Dental Insurance. In the event Xxxx elects to
----------------------------
continue participating in the Company's medical and dental insurance
programs after his separation from employment as are made available to
employees of Pentair, the cost of providing such benefits shall be shared
by Pentair and Xxxx on the same basis as if Xxxx had remained an employee
of Pentair until the earlier of such time as he is eligible for such
coverage with a subsequent employer or eighteen (18) months from the
Separation Date. Xxxx'x share of the premiums shall be paid directly to
Pentair Benefits Direct. After Xxxx acknowledges that he would not be
entitled to this benefit without this Agreement. For purposes of COBRA,
the continuation period shall begin on January 1, 2003. At the expiration
of the maximum continuation period, Xxxx shall be offered such conversion
rights as are then being made available by the then insurer.
b. Supplemental Disability and Supplemental Life Insurance. Xxxx
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will be covered under the Company's group life (including dependent
life), short-
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term disability and long-term disability plans, as amended from time to
time, through the Separation Date. After the Separation Date, Xxxx may
elect to arrange for continuation of coverage and direct premium payment
at his sole cost and expense.
c. Flexible Benefit Plan (125C). Xxxx shall be offered the
----------------------------
opportunity to continue participation in the Pentair Flexible Benefit
Plan consistent with the terms and provisions of said plan.
d. Retiree Flex Plan. Xxxx may elect to begin participation in the
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Retiree Flex Plan consistent with the terms and provisions of said plan
at the end of the COBRA continuation period. The Company established the
Retiree Flex Plan to offset a portion of a retiree's cost for medical
coverage through cash credits which reimburse premiums paid or are applied
against the retiree's contributions and make available a good selection of
retiree medical coverage at group rates, where possible.
7. Other Benefits or Payments. Xxxx shall be entitled to receive other
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payments and benefits as follows:
a. Flexible Perquisite Account. Pentair will not be eligible to
---------------------------
participate in the Flexible Perquisite Plan for 2002.
b. Company Automobile. The title on the existing vehicle will be
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released to Xxxx on January 1, 2002 or as soon after that date as
administratively feasible. Xxxx acknowledges that without this Agreement,
he would not be entitled to the benefits set forth in this subparagraph.
c. Business Expenses. Pentair will reimburse Xxxx for all
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business expenses incurred by him in the active performance of work on
behalf of Pentair through December 2002, provided Xxxx submits proper
documentation for such expenses.
8. Confidential Information Acquired During Employment. Xxxx agrees that
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he will continue to treat, as private and privileged, any information, data,
figures, projections, estimates, marketing plans, customer lists, lists of
contract workers, tax records, personnel records, accounting procedures,
formulas, contracts, business partners, alliances, ventures and all other
confidential information which Xxxx acquired while working for the Company.
Further, Xxxx agrees that he will not release any such information to any
person, firm, corporation or other entity at any time, except as may be
required by law, or as agreed to in writing by the Company. Xxxx acknowledges
that any violation of this non-disclosure provision shall entitle the Company
to appropriate injunctive relief and to any damages which it may sustain due to
the improper disclosure.
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9. Confidentiality. Xxxx represents and agrees that he will keep the
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terms and existence of this Agreement completely confidential, and that he will
not disclose any information concerning this Agreement to anyone, except for
his counsel, tax accountant, spouse or except as may be required by law or
agreed to in writing by the Company.
10. Non-Solicitation/Non-Competition Agreement. Xxxx acknowledges that
------------------------------------------
during his employment at Pentair and with its subsidiaries and affiliates, he
became familiar with trade secrets, know-how, executive personnel, business
strategies, product development and other confidential and proprietary
information concerning the business of Pentair. In consideration for the
benefits paid to Xxxx under this Agreement (including, but not limited to,
those benefits in Paragraph 5.b. hereof), Xxxx agrees that he shall not, either
directly or indirectly, and without the prior written consent of Pentair:
a. own, manage, control, participate in, consult with or render
services of any kind for any concern which engages in a business which is
competitive with any business being conducted, or contemplated being
conducted, by Pentair as of the Separation Date;
b. become an employee or agent of any publicly traded corporation
or other entity, or any division or subsidiary of such a corporation or
entity, where more than five percent (5%) of such organization's business
is in competition with any business being conducted, or contemplated being
conducted, with Pentair as of the Separation Date;
c. participate in any plan or attempt to acquire the business or
assets of the Group or control of the voting stock of any member thereof,
or in any manner interfere with the control of Pentair, whether by
friendly or unfriendly means;
d. induce or attempt to induce any individual to leave the employ
of Pentair or hire any such individual who approaches him or her for
employment; or
e. engage in or sponsor the solicitation of customers of Pentair
to do business with any competitor of such organization.
In the event Xxxx breaches any obligation under paragraph 10 of this Agreement,
the Company shall have no further obligation to make any payments contemplated
under paragraph 5.b. hereof, and, in such event, Xxxx shall forfeit any right
to payments under paragraph 5.b. hereof.
11. Discharge of Claims. Xxxx, on behalf of himself, his agents,
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representatives, attorneys, assignees, heirs, executors, and administrators,
hereby releases and forever discharges the Company, and its past and present
employees, agents, insurers, officials, officers, directors, divisions,
parents, subsidiaries and successors, and all affiliated companies and
corporations from any and all claims and causes of action of any type arising,
or which may have arisen, out of or in connection with his employment or
termination of employment with the Company and
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its affiliated companies, including but not limited to claims, demands or
actions arising under the Federal Fair Labor Standards Act, the Age
Discrimination in Employment Act of 1967, 29 U.S.C. [sec] 626, as amended by
Public Law 101.433 (1990) (the "Older Workers Benefit Protection Act"), Title
VII of the Civil Rights Act of 1964, 42 U.S.C. [sec] 2000e, et seq., the
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Americans with Disabilities Act, 29 U.S.C. [sec] 2101, et seq., the Family
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Medical Leave Act, the Minnesota Human Rights Act, Minn. State. [sec] 363.01,
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et seq., any other federal, state or local statute, ordinance, regulation or
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order regarding employment, compensation for employment, termination of
employment, or discrimination in employment, and the common law of any state.
Xxxx further understands that this discharge of claims extends to, but is
not limited to, all claims which he may have as of the date of this Agreement
against the Company and its affiliated companies, based upon statutory or
common law claims for defamation, libel, slander, assault, battery, negligent
or intentional infliction of emotional distress, negligent hiring or retention,
breach of contract, promissory estoppel, fraud, wrongful discharge, or any
other theory, whether legal or equitable, including all claims for items of
compensation and benefits except as prohibited by law.
12. Cooperation. Xxxx agrees that at the request of the Company, Xxxx
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will cooperate with and assist the Company (including cooperation and
assistance in any matters involving claims or lawsuits against the Company) as
requested by the Company where Xxxx has knowledge of the facts involved. In
addition, Xxxx agrees that he will, at the reasonable request of the Company,
execute, if necessary, nunc pro tunc, any further documents or instruments
necessary or appropriate to evidence his separation from service as an officer
or director of the Company, its subsidiaries, or its affiliates, including but
not necessarily limited to the forms attached hereto as Schedule X. Xxxx
further agrees that he will not voluntarily aid, assist, or cooperate with
anyone who has claims against the Company, its affiliates or with their
attorneys or agents in any claims or lawsuits which such person may bring
against the Company or its affiliates. Nothing in this Agreement prevents Xxxx
from testifying at an administrative hearing, arbitration, deposition, or in
court, in response to a lawful and properly served subpoena.
13. Releases and Other Agreements. Xxxx acknowledges that Key Executive
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Employment and Severance Agreement entered into as of August 23, 2000 between
Xxxx and Pentair (the "KEESA") was terminated on December 31, 2001, the date of
cessation of his active duties with Pentair as an executive officer and that he
has no claims under the KEESA and the Retention Agreement against Pentair or
any other person. Further Xxxx agrees to execute the Key Executive Employment
and Severance Agreement and Release in the form attached as Schedule C.
14. Non-Disparagement. Pentair agrees that neither it nor any of its
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executive officers shall disparage or defame Xxxx in any respect concerning the
employment relationship between them.
15. Future Employment. Xxxx will not apply for or seek employment or
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re-employment with the Company or its affiliated companies at any time after he
signs this agreement.
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16. No Wrongdoing. Xxxx and the Company agree and acknowledge that the
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consideration exchanged herein does not constitute, and shall not be construed
as, an admission of liability or wrongdoing on the part of the Company, Xxxx or
any person, and shall not be admissible in any proceeding as evidence of
liability or wrongdoing by anyone.
17. Minnesota Law Applies. The terms of this Agreement will be governed
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by the laws of the State of Minnesota, and shall be construed and enforced
thereunder.
18. Merger. This Agreement, and the employee benefit plans in which
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Xxxx participates as described herein supersede and replace all prior oral and
written agreements and understandings. Xxxx understands and agrees that all
claims which he has or may have against the Company are fully released and
discharged by this Agreement. The only claims which Xxxx may hereafter assert
against the Company are limited to an alleged breach of this Agreement.
19. Invalidity. If any one or more of the terms of this Agreement are
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deemed to be invalid or unenforceable by a court of law, the validity,
enforceability, and legality of the remaining provisions of this Agreement will
not in any way be affected or impaired thereby.
20. Amendment. This agreement maybe modified only by a subsequent
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written agreement signed by the parties hereto.
21. Xxxx Understands the Terms of this Agreement. Xxxx warrants that (a)
--------------------------------------------
other than stated herein, no promise or inducement has been offered for this
Agreement; (b) this Agreement is executed without reliance upon any statement
or representation of the Company or its representatives concerning the nature
and extent of any claims or liability therefor, if any; (c) Xxxx is legally
competent to execute this Agreement and accepts full responsibility therefor;
(d) the Company, by this Agreement, has advised Xxxx to consult with an
attorney, and Xxxx has consulted with his attorney, Xxxxx Xxxxxxxx, regarding
the purpose and effect of this Agreement; (e) the Company has allowed Xxxx at
least twenty-one (21) days within which to consider this Agreement,
specifically Xxxx may sign this Agreement any time prior to March 26, 2002, at
which time it will be automatically withdrawn without further notice; (f) Xxxx
understands that he may nullify and rescind this Agreement as far as it extends
to his release of claims arising under Minn. Stat. [sec] 363.01 et seq., the
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Minnesota Human Rights Act, and under the Age Discrimination in Employment Act
of 1967, 29 U.S.C. [sec] 626, as amended by Public Law 101.433 (1990) (the
"Older Workers Benefit Protection Act") at any time within fifteen (15) days
from the date of his signature below and, in the event of such election, Xxxx
shall only be entitled to receive $1,000 which the parties acknowledge is
consideration for Xxxx' release of all claims other than those arising under
Minn. Stat. [sec] 363.01 et seq., the Minnesota Human Rights Act, and under the
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Age Discrimination in Employment Act of 1967, 29 U.S.C. [sec] 626, as amended
by Public Law 101.433 (1990) (the "Older Workers Benefit Protection Act"); (g)
in the event Xxxx elects to nullify and rescind portions of his release under
this Agreement pursuant to (f) of this paragraph, he must indicate his desire to
do so in writing and deliver that writing to Xxx X. Xxxxxxx, Vice President,
Human Resources, Pentair, Inc., Waters Edge Plaza, 0000 Xxxxxx Xxxx X0 Xxxx, Xx.
Xxxx, XX 00000-0000, by hand or by certified mail; and (g) Xxxx
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further understands that if he exercises his rescission rights hereunder, the
Company will not be bound by the terms of this Agreement (except the obligation
to pay Xxxx $1,000), and Xxxx will have to disgorge in full any monies and
benefits received pursuant to this Agreement other than the $1,000 sum.
Dated: March 8, 2002
________________________________
Xxx X. Xxxx
Subscribed and sworn to before
me this 8th day of March, 2002.
______________________________________________
Notary Public
Dated: Xxxxx 0, 0000 XXXXXXX, INC.
By______________________________
Its_____________________________
Subscribed and sworn to before
me this 8th day of March, 2002.
____________________________________
Notary Public
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SCHEDULE A
Positions Held by Xxx X. Xxxx
at Pentair
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Company Title
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Pentair, Inc. Vice President, Treasurer & Secretary
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Xxxxxx-Cable Corporation Treasurer; Secretary; Director
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Pentair Tool & Equipment Sales Company Treasurer; Secretary; Director
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Delta International Machinery Corporation Treasurer; Secretary; Director
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Pentair Taiwan LLC Director
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Pentair Taiwan LLC Nominal Ownership
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Biesemeyer Manufacturing Corporation Treasurer; Secretary; Director
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Flex Elektrowerkzeuge GmbH Prokurist
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Xxxxxx-Cable de Mexico S.A. de C.V. Treasurer; Secretary; Director
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Pentair Asia Holdings SARL Manager
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Xxxxxx-Cable Argentina S.r.l. Secretary
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Xxxxxx-Cable Argentina LLC Chief Financial Manager/ Treasurer/Secretary; Governor
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DeVilbiss Air Power Company Treasurer; Secretary; Director
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Falcon Manufacturing, Inc. Treasurer; Secretary; Director
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Pentair Pump Group Inc. Treasurer; Secretary; Director
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Aplex Industries, Inc. Treasurer; Secretary; Director
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Pentair Water Treatment Company (Taiwan) Shareholder
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Pentair Pool Products, Inc. Treasurer; Secretary; Director
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Compool, Inc.
Treasurer; Secretary; Director
Rainbow Acquisition Corporation
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Purex Pool Systems, Inc.
Treasurer; Secretary; Director
Enpac Corporation
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National Pool Tile Group, Inc. Treasurer; Secretary; Director
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Xxxxx Controls, Inc. Treasurer; Secretary; Director
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Structural (Essef Corporation) Treasurer; Secretary; Director
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Company Title
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Structural Fibers International
Structural Ontario
XXXX Limited
Treasurer; Secretary; Director
Codeline Corporation
Structural Australia
Xxxxx Engineering
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Pentair Water India Private Limited Treasurer; Secretary
(Structural India Private Limited)
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Pentair Water Belgium (Structural Treasurer; Secretary; Director
Europe NV)
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Xxxxxxx Technologies Treasurer; Secretary; Director
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Xxxxxxx Enclosures, Inc. Treasurer; Secretary; Director
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Xxxxxxx Engineering Co Limited Treasurer; Secretary; Director
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Xxxxxxx Engineering, S.A. de C.V. de SrL Treasurer; Secretary
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Pentair Electronic Packaging Company Treasurer; Secretary; Director
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Xxxxxxx, Inc. Treasurer; Secretary; Director
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Web Tool & Manufacturing, Inc. Treasurer; Secretary
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WTM, Inc. Treasurer; Secretary
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Electronic Enclosures, Inc. Treasurer; Secretary
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Pentair Enclosures, Inc. Treasurer; Secretary; Director
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Xxxxxxx, GmbH Prokurist
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Xxxxxxx U.K. Ltd. Secretary; Director
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Pentair Enclosures Ltd.
Optima Enclosures Limited
Eraba Holdings Limited
Nekevets Limited Director; Secretary
Optima Holdings Limited
Eraba Limited
Eraba Engineering Limited
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Xxxxxxx-Xxxxxxx PTE Ltd. Treasurer; Secretary; Director
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Pentair Global SARL Director
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Europentair,GmbH Prokurist
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Pentair U.K. Ltd. Director; Secretary
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Pentair Canada, Inc. Treasurer; Secretary
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Pentair Asia, PTE Ltd. Treasurer; Secretary; Director
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Company Title
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Pentair Pacific Rim Limited Treasurer; Secretary
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Xxxxxxx Enclosures (Mex), LLC Secretary; Director
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Xxxxxx Xxxxxxx, Inc. Treasurer; Secretary
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Penwald Insurance Company Treasurer; Secretary
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Pentair Foreign Sales Corporation Treasurer; Secretary; Director
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Pentair Financial Services Ireland Director; Treasurer
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Pentair Nova Scotia, Co. Director; Treasurer; Secretary
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Pentair Halifax, Incorporated Director; Treasurer; Secretary
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XxXxxx (Ohio) Corporation Treasurer; Secretary; Director
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Essef Mfg. FSC Treasurer; Secretary; Director
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EuroPentair Vermugens verweltung GmbH Prokurist
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Century Manufacturing Co. Treasurer; Secretary; Director
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Lincoln Automotive Company Treasurer; Secretary; Director
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Apno, SA de CV Treasurer; Secretary; Director
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SCHEDULE B
Fiduciary Positions Held by Xxx X. Xxxx
at Pentair
Committee/Plan Title
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Bargaining and Non-Bargaining Pension Plans Member
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Retirement Savings & Stock Incentive Plan Member
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International Stock Purchase and Bonus Plan Member
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The Pentair Foundation Treasurer; Secretary
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SCHEDULE C
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
RELEASE
WHEREAS, the undersigned Xxx X. Xxxx ("Xxxx") and Pentair, Inc., a
Minnesota corporation, ("Pentair") entered into a Retirement Agreement and
Release executed by Xxxx on March 8, 2002 and by Pentair on March 11, 2002 (the
"Retirement Agreement").
WHEREAS, Xxxx was a party to a Key Executive Employment and Severance
Agreement, dated August 23, 2000, with Pentair (the "KEESA").
WHEREAS, Section 3 of the Retirement Agreement provides that Xxxx'x
terminated on the date of termination of his active duties as an executive
officer with Pentair, December 31,2001.
WHEREAS, Xxxx desires to execute this release of Pentair from its
obligations under the KEESA by executing this Key Executive Employment and
Severance Release (this "Release"), in accordance with Section 13 of the
Retirement Agreement.
NOW, THEREFORE, in consideration of the benefits and payments provided
under the Retirement Agreement in connection with the cessation of Xxxx'x
employment with Pentair as an executive officer and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Xxxx hereby agrees as follows:
Xxxx agrees that the KEESA was terminated and ceased to be effective as of
December 31, 2001 and are and shall be of no further force and effect. Without
limiting the foregoing, Xxxx agrees that, in the event of a Change in Control
of the Company (as such term is defined in the KEESA) after December 31, 2001,
the cessation of Xxxx'x employment with the Company as an executive officer
shall not be deemed to be a Covered Termination (as such term is defined in the
KEESA) for purposes of the KEESA and Section 2(b) of the KEESA is hereby
amended to reflect such agreement.
Xxxx, on behalf of himself, his spouse, heirs, executors, administrators,
agents, successors, assigns and representatives of any kind (hereinafter
collectively referred to as the "Releasers") hereby absolutely, unconditionally
and irrevocably releases and discharges, its subsidiaries, affiliates, their
employees, successors, assigns, executors, trustees, directors, advisors,
agents and representatives, and all their respective predecessors and
successors (hereinafter collectively referred to as the "Releasees"), from (a)
any and all obligations whatsoever under the KEESA, including, without
limitation, with respect to salary, bonus or incentive compensation, fringe
benefits, vacation and holiday payments, termination or severance payments,
insurance, outplacement services, vesting of benefits and employment Pentair,
and (b) any and all actions, causes of action, demands, suits, charges,
damages, attorneys' fees, costs, expenses, damages, judgments, orders and
liabilities and claims of any kind whatsoever arising out of the KEESA, whether
in law or equity, whether known or unknown, whether fixed or
contingent, which any of the Releasers ever had, now has or hereafter can,
shall or may have against any of the Releasees.
Xxxx agrees that the provisions of this Release are contractual and not a
mere recital and that Xxxx enters into this Release as a result of significant
consideration. Xxxx acknowledges that before signing this Release he has
received and reviewed in detail this Release, that he fully understands the
terms, content and effect of this Release and that he has had the opportunity
to obtain advice from an attorney of his own choosing and has had an
opportunity to ask questions of, and receive answers from Pentair, with respect
to the matters covered by this Release.
This Release will be subject to and interpreted pursuant to the internal
laws of the State of Minnesota.
This Release shall extend to and be binding upon Xxxx and his successors
and assigns, and shall inure to the benefit of Pentair and its successors and
assigns.
IN WITNESS WHEREOF, Xxxx has executed this Release as of the 8th day of
March, 2002.
______________________________
Xxx X. Xxxx
Pentair, Inc.
______________________________
By: __________________________
Its: _________________________
