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As Of Filer Filing For·On·As Docs:Size 2/21/17 PENTAIR plc 10-K 12/31/16 135:21M |
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
Exhibit |
• | 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. |
• | 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. 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. |
• | 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. |
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 |