SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

PENTAIR plc – ‘10-K’ for 12/31/16 – ‘EX-10.31’

On:  Tuesday, 2/21/17, at 1:25pm ET   ·   For:  12/31/16   ·   Accession #:  77360-17-8   ·   File #:  1-11625

Previous ‘10-K’:  ‘10-K’ on 2/26/16 for 12/31/15   ·   Next:  ‘10-K’ on 2/27/18 for 12/31/17   ·   Latest:  ‘10-K’ on 2/20/24 for 12/31/23   ·   4 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/21/17  PENTAIR plc                       10-K       12/31/16  135:21M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.40M 
 2: EX-10.2     Pentair Plc 2012 Stock and Incentive Plan           HTML    240K 
 4: EX-10.31    Pentair Plc 2012 Stock and Incentive Plan Grant     HTML     58K 
                Agreement Options                                                
 5: EX-10.32    Pentair Plc 2012 Stock and Incentive Plan           HTML     62K 
                Restricted                                                       
 6: EX-10.33    Pentair Plc 2012 Stock and Incentive Plan Grant     HTML     93K 
                Agreement Performance                                            
 3: EX-10.9     2008 Omnibus Stock Incentive Plan                   HTML    122K 
 7: EX-21       List of Pentair Plc Subsidiaries                    HTML    126K 
 8: EX-23       Consent of Independent Registered Public            HTML     38K 
                Accounting Firm                                                  
 9: EX-24       Power of Attorney                                   HTML     47K 
10: EX-31.1     Certification of Chief Executive Officer            HTML     45K 
11: EX-31.2     Certification of Chief Financial Officer            HTML     45K 
12: EX-32.1     Certification of Chief Executive Officer, Pursuant  HTML     40K 
                to Section 906                                                   
13: EX-32.2     Certification of Chief Financial Officer, Pursuant  HTML     40K 
                to Section 906                                                   
20: R1          Document and Entity Information                     HTML     66K 
21: R2          Consolidated Statements Of Operations And           HTML    153K 
                Comprehensive Income (Loss)                                      
22: R3          Consolidated Statements Of Operations And           HTML     39K 
                Comprehensive Income (Loss) (Parenthetical)                      
23: R4          Consolidated Balance Sheets                         HTML    136K 
24: R5          Consolidated Balance Sheets (Parenthetical)         HTML     47K 
25: R6          Consolidated Statements Of Cash Flows               HTML    169K 
26: R7          Consolidated Statements Of Changes In Equity        HTML    122K 
27: R8          Basis of Presentation and Summary of Significant    HTML     99K 
                Accounting Policies                                              
28: R9          Acquisitions                                        HTML     71K 
29: R10         Discontinued Operations and Divestitures            HTML    104K 
                Discontinues Operations and Divestitures                         
30: R11         Earnings (Loss) Per Share                           HTML     70K 
31: R12         Restructuring                                       HTML     71K 
32: R13         Goodwill and Other Identifiable Intangible Assets   HTML    108K 
33: R14         Supplemental Balance Sheet Information              HTML     85K 
34: R15         Supplemental Cash Flow Information                  HTML     46K 
35: R16         Accumulated Other Comprehensive Income (Loss)       HTML     49K 
36: R17         Debt                                                HTML     90K 
37: R18         Derivatives and Financial Instruments               HTML    104K 
38: R19         Income Taxes                                        HTML    141K 
39: R20         Benefit Plans                                       HTML    315K 
40: R21         Shareholders' Equity                                HTML     53K 
41: R22         Share Plans                                         HTML    113K 
42: R23         Segment Information                                 HTML    150K 
43: R24         Commitments and Contingencies                       HTML     93K 
44: R25         Selected Quarterly Data                             HTML    130K 
45: R26         Financial Statements of Parent Company Guarantor    HTML    683K 
46: R27         Schedule II - Valuation and Qualifying Accounts     HTML     52K 
47: R28         Basis of Presentation and Summary of Significant    HTML    171K 
                Accounting Policies (Policies)                                   
48: R29         Basis of Presentation and Summary of Significant    HTML     42K 
                Accounting Policies (Tables)                                     
49: R30         Acquisitions (Tables)                               HTML     64K 
50: R31         Discontinued Operations and Divestitures            HTML     99K 
                Discontinued Operations and Divestitures (Tables)                
51: R32         Earnings (Loss) Per Share (Tables)                  HTML     69K 
52: R33         Restructuring (Tables)                              HTML     72K 
53: R34         Goodwill and Other Identifiable Intangible Assets   HTML    106K 
                (Tables)                                                         
54: R35         Supplemental Balance Sheet Information (Tables)     HTML     85K 
55: R36         Supplemental Cash Flow Information (Tables)         HTML     45K 
56: R37         Accumulated Other Comprehensive Income (Loss)       HTML     46K 
                (Tables)                                                         
57: R38         Debt (Tables)                                       HTML     76K 
58: R39         Derivatives and Financial Instruments (Tables)      HTML     94K 
59: R40         Income Taxes (Tables)                               HTML    136K 
60: R41         Benefit Plans (Tables)                              HTML    316K 
61: R42         Share Plans (Tables)                                HTML    104K 
62: R43         Segment Information (Tables)                        HTML    146K 
63: R44         Commitments and Contingencies (Tables)              HTML     78K 
64: R45         Selected Quarterly Data (Tables)                    HTML    127K 
65: R46         Financial Statements of Parent Company Guarantor    HTML    683K 
                (Tables)                                                         
66: R47         Basis of Presentation and Summary of Significant    HTML    107K 
                Accounting Policies - Additional Information                     
                (Detail)                                                         
67: R48         Basis of Presentation and Summary of Significant    HTML     50K 
                Accounting Policies - Estimated Useful Lives of                  
                Property and Equipment (Detail)                                  
68: R49         Acquisitions - Additional Information (Detail)      HTML     74K 
69: R50         Acquisitions - Pro Forma Consolidated FInancial     HTML     49K 
                Results of Operations (Detail)                                   
70: R51         Acquisitions - Estimated Fair Values of Assets      HTML     69K 
                Acquired and Liabilities Assumed (Details)                       
71: R52         Discontinued Operations and Divestitures            HTML    161K 
                Components of Discontinued Operations (Details)                  
72: R53         Discontinued Operations and Divestitures            HTML     65K 
                Additional Information (Details)                                 
73: R54         Earnings (Loss) Per Share - Additional Information  HTML     96K 
                (Detail)                                                         
74: R55         Restructuring - Additional Information (Detail)     HTML     51K 
75: R56         Restructuring - Costs Included in Selling, General  HTML     46K 
                & Administrative expenses on Consolidated                        
                Statements of Income (Detail)                                    
76: R57         Restructuring - Accrual Activity recorded on        HTML     46K 
                Condensed Consolidated Balance Sheets (Detail)                   
77: R58         Restructuring - Restructuring Costs by Segment      HTML     50K 
                (Details)                                                        
78: R59         Goodwill and Other Identifiable Intangible Assets   HTML     46K 
                - Additional Information (Detail)                                
79: R60         Goodwill and Other Identifiable Intangible Assets   HTML     60K 
                - Changes in Carrying Amount of Goodwill by                      
                Segment (Detail)                                                 
80: R61         Goodwill and Other Identifiable Intangible Assets   HTML     60K 
                - Identifiable Intangible Assets (Detail)                        
81: R62         Goodwill and Other Identifiable Intangible Assets   HTML     49K 
                - Estimated Future Amortization Expense for                      
                Identifiable Intangible Assets (Detail)                          
82: R63         Supplemental Balance Sheet Information (Detail)     HTML    133K 
83: R64         Supplemental Cash Flow Information (Detail)         HTML     43K 
84: R65         Accumulated Other Comprehensive Income (Loss) -     HTML     50K 
                Components of AOCI (Detail)                                      
85: R66         Debt - Additional Information (Detail)              HTML    125K 
86: R67         Debt - Debt Outstanding and Average Interest Rates  HTML     71K 
                (Detail)                                                         
87: R68         Debt - Debt Outstanding Amounts Maturing (Detail)   HTML     57K 
88: R69         Derivatives and Financial Instruments - Additional  HTML     58K 
                Information (Detail)                                             
89: R70         Derivatives and Financial Instruments - Recorded    HTML     50K 
                Amounts and Estimated Fair Values of Long-term                   
                Debt and Derivative Financial Instruments (Detail)               
90: R71         Derivatives and Financial Instruments - Assets and  HTML     58K 
                Liabilities Measured at Fair Value (Detail)                      
91: R72         Income Taxes - Income (Loss) Before Income Taxes    HTML     46K 
                and Noncontrolling Interest (Detail)                             
92: R73         Income Taxes - Provision for Income Taxes (Detail)  HTML     62K 
93: R74         Income Taxes - Reconciliation of Federal Statutory  HTML     58K 
                Income Tax Rate to Effective Tax Rate (Detail)                   
94: R75         Income Taxes - Reconciliation of Federal Statutory  HTML     41K 
                Income Tax Rate to Effective Tax Rate Additional                 
                Information (Detail)                                             
95: R76         Income Taxes - Reconciliations of Gross             HTML     60K 
                Unrecognized Tax Benefits (Detail)                               
96: R77         Income Taxes - Deferred Taxes (Detail)              HTML     50K 
97: R78         Income Taxes - Deferred Tax Assets and Liabilities  HTML     74K 
                (Detail)                                                         
98: R79         Income Taxes - Additional Information (Detail)      HTML    113K 
99: R80         Benefit Plans - Additional Information (Detail)     HTML    102K 
100: R81         Benefit Plans - Reconciliations of Benefit          HTML     94K  
                Obligations, Fair Value of Plan Assets and Funded                
                Status of Pension Plans and Other Post-Retirement                
                Plans (Detail)                                                   
101: R82         Benefit Plans - Amounts Recorded in Consolidated    HTML     60K  
                Balance Sheets (Detail)                                          
102: R83         Benefit Plans - Pension Plans with Accumulated      HTML     60K  
                Benefit Obligation or Projected Benefit Obligation               
                in Excess of Plan Assets (Detail)                                
103: R84         Benefit Plans - Components of Net Periodic Benefit  HTML     60K  
                Cost (Detail)                                                    
104: R85         Benefit Plans - Weighted-Average Assumptions Used   HTML     51K  
                to Determine Domestic Benefit Obligations (Detail)               
105: R86         Benefit Plans - Weighted-Average Assumptions Used   HTML     56K  
                (Detail)                                                         
106: R87         Benefit Plans - Assumed Health Care Cost Trend      HTML     45K  
                Rates (Detail)                                                   
107: R88         Benefit Plans - Effect of One-Percentage-Point      HTML     47K  
                Change in Assumed Healthcare Cost Trend Rates                    
                (Detail)                                                         
108: R89         Benefit Plans - Actual Overall Asset Allocation     HTML     61K  
                for U.S. And Non-U.S. Plans as Compared to                       
                Investment Policy Goals (Detail)                                 
109: R90         Benefit Plans - Plan Assets Using Fair Value        HTML     94K  
                Methodologies (Detail)                                           
110: R91         Benefit Plans - Expected Future Services to Be      HTML     60K  
                Paid by Plans (Detail)                                           
111: R92         Shareholder's Equity - Additional Information       HTML     80K  
                (Detail)                                                         
112: R93         Share Plans - Additional Information (Detail)       HTML     96K  
113: R94         Share Plans - Stock Option Activity (Detail)        HTML     94K  
114: R95         Share Plans - Stock Option Fair Value Assumptions   HTML     49K  
                (Detail)                                                         
115: R96         Share Plans - Restricted Stock Units (Detail)       HTML     62K  
116: R97         Share Plans - Share-based compensation expense      HTML     47K  
                (Details)                                                        
117: R98         Share Plans Performance Stock units (Details)       HTML     60K  
118: R99         Segment Information - Financial Information By      HTML     83K  
                Reportable Segment (Detail)                                      
119: R100        Segment Information - Geographic Information        HTML     61K  
                (Detail)                                                         
120: R101        Segment Information - Additional Information        HTML     41K  
                (Detail)                                                         
121: R102        Segment Information Reconciliation of Income from   HTML     69K  
                Continuing Operations from Segments to                           
                Consolidated (Details)                                           
122: R103        Commitments and Contingencies - Additional          HTML     50K  
                Information (Detail)                                             
123: R104        Commitments and Contingencies - Net Rental Expense  HTML     44K  
                Under Operating Leases (Detail)                                  
124: R105        Commitments and Contingencies - Future Minimum      HTML     64K  
                Lease Commitments Under Non-Cancelable Operating                 
                Leases (Detail)                                                  
125: R106        Commitments and Contingencies - Warranty Reserve    HTML     48K  
                Rollforward (Detail)                                             
126: R107        Selected Quarterly Data - Quarterly Financial       HTML    101K  
                Information (Detail)                                             
127: R108        Selected Quarterly Data - Additional Information    HTML     49K  
                (Detail)                                                         
128: R109        Financial Statements of Parent Company Guarantor -  HTML     43K  
                Additional Information (Detail)                                  
129: R110        Financial Statements of Parent Company Guarantor -  HTML    226K  
                Condensed Consolidating Statement of Operations                  
                and Comprehensive Income (Loss) (Detail)                         
130: R111        Financial Statements of Parent Company Guarantor -  HTML    202K  
                Condensed Consolidating Balance Sheet (Detail)                   
131: R112        Financial Statements of Parent Company Guarantor -  HTML    262K  
                Condensed Consolidating Statement of Cash Flows                  
                (Detail)                                                         
132: R113        Schedule II - Valuation and Qualifying Accounts -   HTML     50K  
                Disclosure Table (Detail)                                        
134: XML         IDEA XML File -- Filing Summary                      XML    245K  
133: EXCEL       IDEA Workbook of Financial Reports                  XLSX    179K  
14: EX-101.INS  XBRL Instance -- pnr-20161231                        XML   6.83M 
16: EX-101.CAL  XBRL Calculations -- pnr-20161231_cal                XML    395K 
17: EX-101.DEF  XBRL Definitions -- pnr-20161231_def                 XML   1.94M 
18: EX-101.LAB  XBRL Labels -- pnr-20161231_lab                      XML   2.90M 
19: EX-101.PRE  XBRL Presentations -- pnr-20161231_pre               XML   2.21M 
15: EX-101.SCH  XBRL Schema -- pnr-20161231                          XSD    288K 
135: ZIP         XBRL Zipped Folder -- 0000077360-17-000008-xbrl      Zip    530K  


‘EX-10.31’   —   Pentair Plc 2012 Stock and Incentive Plan Grant Agreement Options


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  
Executive Officer Version

PENTAIR PLC 2012 STOCK AND INCENTIVE PLAN
GRANT AGREEMENT
STOCK OPTIONS

[Name of Grantee]:

The Compensation Committee has awarded you the following grant under the Pentair plc 2012 Stock and Incentive Plan (the “Plan”).

Grant Information

Number of Stock Options Granted: ______________

Expiration Date: 10th anniversary of the Date of Grant

Vesting Schedule: The options vest over the following schedule:

1/3 of the options on the first anniversary of the Date of Grant
1/3 of the options on the second anniversary of the Date of Grant
1/3 of the options on the third anniversary of the Date of Grant

Type of Option: Incentive stock options to the extent permitted under the Plan

Specific terms of this grant not described above, such as the Date of Grant and the Grant Price, are set forth in the cover letter that accompanies this grant agreement.

Terms and Conditions of this Grant

Your Stock Options may be exercised only after they become vested. Your Stock Options may not be exercised after the expiration date set forth above, or the earlier date that these Stock Options terminate in connection with your termination of service in accordance with the terms of the Plan. Stock Options can only be exercised if the Fair Market Value of the Shares being exercised exceeds the grant price for those Shares. Only whole Shares will be issued; any fractional Share otherwise issuable under this award will be rounded up to the nearest whole Share.

If your service with the Company terminates (for any reason except for Cause), you may exercise those Stock Options which have vested as of the last day of your service for up to 90 days after your termination date or, if earlier, the expiration date of the Stock Options. Exceptions are made for termination of service due to such reasons as death, Retirement or Disability, in accordance with the terms of the Plan. If your service with the Company terminates for Cause, all of your Stock Options (both vested and unvested) shall terminate no later than your last day of service. In addition, if after your service terminates the Company determines that your service could have been terminated for Cause had all relevant facts been known at the time of your termination, then the Company may terminate all of your Stock Options (whether vested or unvested) immediately upon such determination, and you will be prohibited from exercising your Stock Options thereafter. In such event, you will be notified of the termination of your Stock Options.

You have no shareholder rights (e.g. dividends, voting) with respect to the underlying Shares you may purchase by the exercise of these Stock Options until after you have purchased the Shares.

You must pay the grant price and any applicable withholding taxes due upon exercise by one of the methods available under the Company’s exercise procedures, which may include (1) paying by cash or check, (2) swapping previously-acquired mature Shares or (3) arranging a cashless exercise through the Company’s designated broker. Please refer to the relevant materials provided by the plan administrator for more details.

General

The grant of this Plan award to you does not limit in any way the right of the Company to terminate your service at any time for any reason, nor does it guarantee you will receive Plan awards in subsequent years.

The vesting of this award may be suspended or delayed as a result of a leave of absence.

In addition to the terms and conditions contained in this grant agreement, this award is subject to the provisions of the Plan document and Prospectus as well as applicable rules and regulations issued under local tax and securities laws and New York Stock Exchange rules. Capitalized terms used in this grant agreement have the meanings given in the Plan.

If the Compensation Committee of the Pentair plc Board of Directors (the “Committee”) determines that recoupment of incentive compensation paid to you pursuant to this grant agreement is required under any law or any recoupment policy of the Company, then your Stock Options will terminate immediately on the date of such determination to the extent required by such law or recoupment policy, any prior exercise of your Stock Options may be deemed to be rescinded, and the Committee may recoup any such incentive compensation in accordance with such recoupment policy or as required by law. The Company shall have the right to offset against any other amounts due from the Company to you the amount owed by you hereunder.

The Committee may amend or modify the Plan at any time but generally such changes will apply to future Plan awards. The Committee may also amend or modify this award, but most changes will require your consent.

As a condition to the grant of this award, you agree (with such agreement being binding upon your legal representatives, guardians, legatees or beneficiaries) that this agreement will be interpreted by the Committee and that any interpretation by the Committee of the terms of this agreement or the Plan, and any determination made by the Committee under this agreement or the Plan, will be final, binding and conclusive.
If you are an officer or other employee of the Company and this option is designated as an “incentive stock option” and if you sell Shares which were acquired through the exercise of this option within two years from the date of grant or one year from the date of exercise, you must notify the Company’s stock plan administrator of the sale to permit proper treatment of the compensation expense.

For purposes of this agreement, the word “Company” means Pentair plc or any of its subsidiaries or any of their business units.

Confidentiality, Non-Competition, Non-Solicitation and Non-Disparagement
As a result of your intimate familiarity with proprietary and confidential information of the Company, this grant agreement is subject to the restrictions set forth below. Any violation of these sections will result in a rescission of the Award made under this grant agreement and a forfeiture of any rights you have with respect thereto.

Confidentiality. You agree that you will treat during employment and thereafter, 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 you acquire while working for the Company. You agree that you 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. You acknowledge 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. However, you shall not be held in breach of this provision if you disclose confidential information to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law.
Non-Solicitation. You agree that, for a twenty-four (24) month period following your termination (voluntary or involuntary) from the Company, you will not, for yourself or any third party, directly or indirectly, (i) solicit or accept competitive business from any customer of the Company, or (ii) solicit any employee of the Company for the purpose of hiring such person or otherwise entice, induce or encourage, directly or indirectly, any such employee to leave their employment.
You agree that engaging in any of the following activities will be a violation of the above paragraph: (1) soliciting for a hire or soliciting for retainer as an independent consultant or as contingent worker any employee of the Company; (2) participating in the recruitment of any employee of the Company; (3) serving as a reference for an employee of the Company; (4) offering an opinion regarding the candidacy as a potential employee, independent consultant or contingent worker of an individual employed by the Company; (5) assisting or encouraging any third party to pursue an employee of the Company for potential employment, independent consulting or contingent worker opportunities; or (6) assisting or encouraging any employee of the Company to leave their current position in order to be an employee, independent consultant or contingent worker for a third party.
Non-Competition. You agree that, for a twenty-four (24) month period following your termination (voluntary or involuntary) from the Company, you will not, for yourself or for any third party, directly or indirectly, in whole or in part, provide services, whether as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity, to any entity anywhere in the World engaged in a business that is competitive with the Company. Notwithstanding the prior sentence, you are not prohibited from providing services to a competing entity if: (1) the duties and services provided by you to the competitor are not, in whole or in part, substantially similar to the duties and services you provided to the Company; and (2) the duties and services provided by you to the competitor are not reasonably likely to cause you to reveal trade secrets, know-how, customer lists, customer contracts, customer needs, business strategies, marketing strategies, product development, proprietary information and confidential information concerning the business of the Company. Nothing in this grant agreement prohibits you from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that your ownership represents a passive investment and that you are not a controlling person of, or a member of a group that controls, the corporation.
Non-Disparagement. You agree that you will not make disparaging remarks of any sort or otherwise communicate any disparaging comments to any other person or entity, about the Company and any of its divisions, subsidiaries, predecessors and successors, and any affiliated entities and persons, and all of their respective past and present employees, agents, insurers, officials, officers and directors. However, you shall not be held in breach of this provision if you disclose confidential information to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law.
Effect of Breach. By accepting this award, you agree that in light of the award conferred to you under this grant agreement, the narrow and restrictive covenants imposed above are reasonable and will not result in any hardship to you. Further, you acknowledge and agree that a breach of any obligation under this grant agreement will result in irreparable injury to the Company and that such harm may not be compensable entirely with monetary damages. The Company reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief and compensatory damages. In connection with any suit at law or in equity under this grant agreement, the Company shall be entitled to an accounting, and to the repayment of all profits, compensation, commissions, fees, or other remuneration which you or any other entity or person has either directly or indirectly realized on its behalf or on behalf of another and/or may realize, as a result of, growing out of, or in connection with the violation which is the subject of the suit. Further, in the event of your breach of the above sections, you shall disgorge the value of all payments and benefits conferred to you by virtue of this grant agreement, including, but not limited to, the cash or shares awarded. In addition to the foregoing, the Company shall be entitled to collect from you any reasonable attorney’s fees and costs occurred in brining any action against you or otherwise to enforce the terms of this grant agreement.




4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/20/24  Pentair plc                       10-K       12/31/23  127:14M
 2/21/23  Pentair plc                       10-K       12/31/22  123:44M
 2/22/22  Pentair plc                       10-K       12/31/21  120:13M
 2/16/21  Pentair plc                       10-K       12/31/20  128:14M
Top
Filing Submission 0000077360-17-000008   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Wed., May 1, 1:56:05.1pm ET