0001193125-09-113239 Sample Contracts

EMPLOYMENT AND NON-INTERFERENCE AGREEMENT
Employment 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”).

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CONSULTING AGREEMENT
Consulting 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 assignment
Relocation 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.

Termination within 24 months of accepting new assignment
Relocation 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.

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