Form of Underwriting Agreement]Underwriting Agreement • May 2nd, 2006 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products • New York
in the disposition of) including the filing (or participation in the filing of) of a registration statement with the Securities and Exchange Commission in respect of, any shares of Series A Common Stock, options or warrants to acquire shares of Series A Common Stock, or securities exchangeable or exercisable for or convertible into shares of Series A Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus (the “Lock-Up Period”). In addition, the undersigned agrees that, without the prior written consent of each of Banc of America Securities LLC and Morgan Stanley & Co. Incorporated (which consent may be withheld at the sole discretion
Form of Mueller Water Products, Inc. 2006 Stock Incentive Plan Restricted Stock Unit Award Agreement] Mueller Water Products, Inc. 2006 Stock Incentive Plan Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • May 2nd, 2006 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products
THIS AGREEMENT, effective as of the Date of Grant set forth below, represents a grant of restricted stock units (“RSUs”) by Mueller Water Products, Inc., a Delaware corporation (the “Company”), to the Participant named below, pursuant to the provisions of the Mueller Water Products, Inc. 2006 Stock Incentive Plan (the “Plan”). You have been selected to receive a grant of RSUs pursuant to the Plan, as specified below.
INCOME TAX ALLOCATION AGREEMENTIncome Tax Allocation Agreement • May 2nd, 2006 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products • New York
THIS AMENDED AND RESTATED INCOME TAX ALLOCATION AGREEMENT (this “Agreement”) dated as of , 2006 is made and entered into by Walter Industries, Inc., a Delaware corporation (“Walter”) and the Walter Affiliates (as defined below), and Mueller Water Products, Inc., a Delaware corporation (“Mueller”) and the Mueller Affiliates (as defined below).
Form of Corporate Agreement by and between Walter Industries, Inc. and Mueller Water Products, Inc.] CORPORATE AGREEMENTCorporate Agreement • May 2nd, 2006 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products • Delaware
THIS CORPORATE AGREEMENT (“Agreement”) is entered into as of [ ], 2006 by and between WALTER INDUSTRIES, INC., a Delaware corporation (“Walter”), and MUELLER WATER PRODUCTS, INC., a Delaware corporation (“Mueller”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 2nd, 2006 • Mueller Water Products, Inc. • Miscellaneous fabricated metal products • New York
This Transition Services Agreement (this “Services Agreement”) is made as of the _____ day of _________, 2006, by and among (i) Walter Industries, Inc., a Delaware corporation (“Walter”) on behalf of itself and each of the other Walter Entities, and (ii) Mueller Water Products, Inc., a Delaware corporation (“Mueller”), on behalf of itself and each of the other Mueller Entities. The Mueller Entities currently receive certain services from and provide certain services to the Walter Entities. Each of the Walter Entities and the Mueller Entities desire that these services continue to be provided after the initial public offering of shares of Mueller and the subsequent spin-off of Mueller’s common stock to Walter’s shareholders, upon the terms and conditions set forth in this Services Agreement.
