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As Of Filer Filing For·On·As Docs:Size 2/26/16 PENTAIR plc 10-K 12/31/15 132:21M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.46M
3: EX-10.16 Keesa Agreement HTML 149K
2: EX-10.8 Form of Performance Share Units Grant Agreement HTML 86K
4: EX-21 List of Pentair Plc Subsidiaries HTML 128K
5: EX-23 Consent of Independent Registered Public HTML 38K
Accounting Firm
6: EX-24 Power of Attorney HTML 46K
7: EX-31.1 Certification of Chief Executive Officer HTML 45K
8: EX-31.2 Certification of Chief Financial Officer HTML 45K
9: EX-32.1 Certification of Chief Executive Officer, Pursuant HTML 40K
to Section 906
10: EX-32.2 Certification of Chief Financial Officer, Pursuant HTML 40K
to Section 906
17: R1 Document and Entity Information HTML 67K
18: R2 Consolidated Statements Of Operations And HTML 151K
Comprehensive Income (Loss)
19: R3 Consolidated Statements Of Operations And HTML 42K
Comprehensive Income (Loss) (Parenthetical)
20: R4 Consolidated Balance Sheets HTML 134K
21: R5 Consolidated Balance Sheets (Parenthetical) HTML 48K
22: R6 Consolidated Statements Of Cash Flows HTML 168K
23: R7 Consolidated Statements Of Changes In Equity HTML 122K
24: R8 Basis of Presentation and Summary of Significant HTML 98K
Accounting Policies
25: R9 Acquisitions and Divestitures HTML 70K
26: R10 Discontinued Operations and Divestitures HTML 93K
Discontinues Operations and Divestitures
27: R11 Earnings (Loss) Per Share HTML 69K
28: R12 Restructuring HTML 72K
29: R13 Goodwill and Other Identifiable Intangible Assets HTML 111K
30: R14 Supplemental Balance Sheet Information HTML 81K
31: R15 Supplemental Cash Flow Information HTML 45K
32: R16 Accumulated Other Comprehensive Income (Loss) HTML 44K
33: R17 Debt HTML 99K
34: R18 Derivatives and Financial Instruments HTML 108K
35: R19 Income Taxes HTML 148K
36: R20 Benefit Plans HTML 348K
37: R21 Shareholders' Equity HTML 51K
38: R22 Share Plans HTML 98K
39: R23 Segment Information HTML 152K
40: R24 Commitments and Contingencies HTML 90K
41: R25 Selected Quarterly Data HTML 130K
42: R26 Financial Statements of Parent Company Guarantor HTML 673K
43: R27 Schedule II - Valuation and Qualifying Accounts HTML 53K
44: R28 Basis of Presentation and Summary of Significant HTML 173K
Accounting Policies (Policies)
45: R29 Basis of Presentation and Summary of Significant HTML 41K
Accounting Policies (Tables)
46: R30 Acquisitions and Divestitures (Tables) HTML 62K
47: R31 Discontinued Operations and Divestitures HTML 89K
Discontinued Operations and Divestitures (Tables)
48: R32 Earnings (Loss) Per Share (Tables) HTML 68K
49: R33 Restructuring (Tables) HTML 72K
50: R34 Goodwill and Other Identifiable Intangible Assets HTML 108K
(Tables)
51: R35 Supplemental Balance Sheet Information (Tables) HTML 81K
52: R36 Supplemental Cash Flow Information (Tables) HTML 43K
53: R37 Accumulated Other Comprehensive Income (Loss) HTML 44K
(Tables)
54: R38 Debt (Tables) HTML 83K
55: R39 Derivatives and Financial Instruments (Tables) HTML 99K
56: R40 Income Taxes (Tables) HTML 135K
57: R41 Benefit Plans (Tables) HTML 349K
58: R42 Share Plans (Tables) HTML 89K
59: R43 Segment Information (Tables) HTML 147K
60: R44 Commitments and Contingencies (Tables) HTML 76K
61: R45 Selected Quarterly Data (Tables) HTML 127K
62: R46 Financial Statements of Parent Company Guarantor HTML 671K
(Tables)
63: R47 Basis of Presentation and Summary of Significant HTML 116K
Accounting Policies - Additional Information
(Detail)
64: R48 Basis of Presentation and Summary of Significant HTML 50K
Accounting Policies - Estimated Useful Lives of
Property and Equipment (Detail)
65: R49 Acquisitions - Additional Information (Detail) HTML 79K
66: R50 Acquisitions - Pro Forma Consolidated FInancial HTML 49K
Results of Operations (Detail)
67: R51 Acquisitions - Estimated Fair Values of Assets HTML 71K
Acquired and Liabilities Assumed (Details)
68: R52 Discontinued Operations and Divestitures HTML 135K
Components of Discontinued Operations (Details)
69: R53 Discontinued Operations and Divestitures HTML 72K
Additional Information (Details)
70: R54 Earnings (Loss) Per Share - Additional Information HTML 98K
(Detail)
71: R55 Restructuring - Additional Information (Detail) HTML 54K
72: R56 Restructuring - Costs Included in Selling, General HTML 46K
& Administrative expenses on Consolidated
Statements of Income (Detail)
73: R57 Restructuring - Accrual Activity recorded on HTML 46K
Condensed Consolidated Balance Sheets (Detail)
74: R58 Restructuring - Restructuring Costs by Segment HTML 53K
(Details)
75: R59 Goodwill and Other Identifiable Intangible Assets HTML 55K
- Additional Information (Detail)
76: R60 Goodwill and Other Identifiable Intangible Assets HTML 63K
- Changes in Carrying Amount of Goodwill by
Segment (Detail)
77: R61 Goodwill and Other Identifiable Intangible Assets HTML 60K
- Identifiable Intangible Assets (Detail)
78: R62 Goodwill and Other Identifiable Intangible Assets HTML 50K
- Estimated Future Amortization Expense for
Identifiable Intangible Assets (Detail)
79: R63 Supplemental Balance Sheet Information (Detail) HTML 125K
80: R64 Supplemental Cash Flow Information (Detail) HTML 43K
81: R65 Accumulated Other Comprehensive Income (Loss) - HTML 50K
Components of AOCI (Detail)
82: R66 Debt - Additional Information (Detail) HTML 140K
83: R67 Debt - Debt Outstanding and Average Interest Rates HTML 81K
(Detail)
84: R68 Debt - Debt Outstanding Amounts Maturing (Detail) HTML 65K
85: R69 Derivatives and Financial Instruments - Additional HTML 68K
Information (Detail)
86: R70 Derivatives and Financial Instruments - Recorded HTML 49K
Amounts and Estimated Fair Values of Long-term
Debt and Derivative Financial Instruments (Detail)
87: R71 Derivatives and Financial Instruments - Assets and HTML 95K
Liabilities Measured at Fair Value (Detail)
88: R72 Income Taxes - Income (Loss) Before Income Taxes HTML 47K
and Noncontrolling Interest (Detail)
89: R73 Income Taxes - Provision for Income Taxes (Detail) HTML 64K
90: R74 Income Taxes - Reconciliation of Federal Statutory HTML 62K
Income Tax Rate to Effective Tax Rate (Detail)
91: R75 Income Taxes - Reconciliation of Federal Statutory HTML 46K
Income Tax Rate to Effective Tax Rate Additional
Information (Detail)
92: R76 Income Taxes - Reconciliations of Gross HTML 57K
Unrecognized Tax Benefits (Detail)
93: R77 Income Taxes - Deferred Taxes (Detail) HTML 50K
94: R78 Income Taxes - Deferred Tax Assets and Liabilities HTML 72K
(Detail)
95: R79 Income Taxes - Additional Information (Detail) HTML 136K
96: R80 Benefit Plans - Additional Information (Detail) HTML 127K
97: R81 Benefit Plans - Reconciliations of Benefit HTML 92K
Obligations, Fair Value of Plan Assets and Funded
Status of Pension Plans and Other Post-Retirement
Plans (Detail)
98: R82 Benefit Plans - Amounts Recorded in Consolidated HTML 60K
Balance Sheets (Detail)
99: R83 Benefit Plans - Pension Plans with Accumulated HTML 60K
Benefit Obligation or Projected Benefit Obligation
in Excess of Plan Assets (Detail)
100: R84 Benefit Plans - Components of Net Periodic Benefit HTML 65K
Cost (Detail)
101: R85 Benefit Plans - Weighted-Average Assumptions Used HTML 51K
to Determine Domestic Benefit Obligations (Detail)
102: R86 Benefit Plans - Weighted-Average Assumptions Used HTML 56K
(Detail)
103: R87 Benefit Plans - Assumed Health Care Cost Trend HTML 45K
Rates (Detail)
104: R88 Benefit Plans - Effect of One-Percentage-Point HTML 47K
Change in Assumed Healthcare Cost Trend Rates
(Detail)
105: R89 Benefit Plans - Actual Overall Asset Allocation HTML 62K
for U.S. And Non-U.S. Plans as Compared to
Investment Policy Goals (Detail)
106: R90 Benefit Plans - Plan Assets Using Fair Value HTML 99K
Methodologies (Detail)
107: R91 Benefit Plans - Reconciliation of Level 3 Assets HTML 49K
(Detail)
108: R92 Benefit Plans - Expected Future Services to Be HTML 60K
Paid by Plans (Detail)
109: R93 Shareholder's Equity - Additional Information HTML 92K
(Detail)
110: R94 Share Plans - Additional Information (Detail) HTML 93K
111: R95 Share Plans - Stock Option Activity (Detail) HTML 89K
112: R96 Share Plans - Stock Option Fair Value Assumptions HTML 49K
(Detail)
113: R97 Share Plans - Restricted Stock Units (Detail) HTML 62K
114: R98 Share Plans - Share-based compensation expense HTML 46K
(Details)
115: R99 Segment Information - Financial Information By HTML 86K
Reportable Segment (Detail)
116: R100 Segment Information - Geographic Information HTML 60K
(Detail)
117: R101 Segment Information - Additional Information HTML 41K
(Detail)
118: R102 Segment Information Reconciliation of Operating HTML 69K
Profit (Loss) from Segments to Consolidated
(Details)
119: R103 Commitments and Contingencies - Additional HTML 47K
Information (Detail)
120: R104 Commitments and Contingencies - Net Rental Expense HTML 44K
Under Operating Leases (Detail)
121: R105 Commitments and Contingencies - Future Minimum HTML 64K
Lease Commitments Under Non-Cancelable Operating
Leases (Detail)
122: R106 Commitments and Contingencies - Warranty Reserve HTML 48K
Rollforward (Detail)
123: R107 Selected Quarterly Data - Quarterly Financial HTML 100K
Information (Detail)
124: R108 Selected Quarterly Data - Additional Information HTML 61K
(Detail)
125: R109 Financial Statements of Parent Company Guarantor - HTML 41K
Additional Information (Detail)
126: R110 Financial Statements of Parent Company Guarantor - HTML 251K
Condensed Consolidating Statement of Operations
and Comprehensive Income (Loss) (Detail)
127: R111 Financial Statements of Parent Company Guarantor - HTML 202K
Condensed Consolidating Balance Sheet (Detail)
128: R112 Financial Statements of Parent Company Guarantor - HTML 276K
Condensed Consolidating Statement of Cash Flows
(Detail)
129: R113 Schedule II - Valuation and Qualifying Accounts - HTML 51K
Disclosure Table (Detail)
131: XML IDEA XML File -- Filing Summary XML 245K
130: EXCEL IDEA Workbook of Financial Reports XLSX 186K
11: EX-101.INS XBRL Instance -- pnr-20151231 XML 7.09M
13: EX-101.CAL XBRL Calculations -- pnr-20151231_cal XML 368K
14: EX-101.DEF XBRL Definitions -- pnr-20151231_def XML 2.25M
15: EX-101.LAB XBRL Labels -- pnr-20151231_lab XML 3.33M
16: EX-101.PRE XBRL Presentations -- pnr-20151231_pre XML 2.44M
12: EX-101.SCH XBRL Schema -- pnr-20151231 XSD 363K
132: ZIP XBRL Zipped Folder -- 0000077360-16-000058-xbrl Zip 576K
| Exhibit |
• | A
Performance Share Unit entitles you to receive one share of Company stock following the end of the Performance Period, to the extent the Performance Goal(s) for this award are met during the Performance Period, provided you remain employed until the end of the Performance Period, except as provided below. Additional information about the Performance Goals for this award are described in the Appendix to this grant agreement or in supplemental communications. The Shares that are earned will be issued to you within 2½ months after the Performance Period has been completed, following the date the level of achievement of the Performance Goals has been determined. Only whole Shares will be issued; any fractional share will be rounded down to the nearest whole Share. |
• | Each
Performance Share Unit includes one Dividend Equivalent Unit. A Dividend Equivalent Unit entitles you to an additional Performance Share Unit, determined by dividing the cash dividend declared on a Share of stock prior to the date the shares are issued hereunder by the Fair Market Value of a Share on the date the dividend is paid, and then rounding down to the nearest whole share. The cash dividend amounts representing a fractional share will be accumulated and converted into one additional Performance Share Unit when the accumulated cash dividends equal the Fair Market Value of a share. These additional Performance Share Units will be subject to the same vesting and performance requirements, and will be issued at the same time, as the underlying Performance Share Units to which they relate. |
• | If
your employment with the Company terminates (voluntarily or involuntarily) before the last day of the Performance Period, then all Performance Share Units will be forfeited, except as described below. |
• | If you are a Board-appointed officer either at the beginning of the Performance Period (or date of grant of this award, if later) or at the date of your termination, then the terms of the Plan apply to your Performance Share Units. |
• | If you are not
a Board-appointed officer (as described above), then: |
• | If your termination is due to death or Disability, then you (or your estate, following your death) will be issued Shares promptly following your termination date equal to the Performance Share Units you would earn if the target Performance Goals had been met; or |
• | If your termination
is due to Retirement or a Covered Termination, then you will be issued Shares promptly following your termination date equal to the Performance Share Units you would earn if the target Performance Goals had been met, but pro-rated based on the portion of the Performance Period during which you were employed. |
• | You will be considered to have a “Covered Termination” if the Company or an Affiliate terminates your employment for a reason other than Cause, death or Disability. In addition, if you are a Board-appointed corporate officer, your termination of employment for “Good Reason” (as defined in the Plan) will also be considered a Covered Termination,
but only if you execute a general release of claims (which may include non-disparagement, non-solicitation and confidentiality covenants) as requested by the Company. |
• | You cannot vote Performance Share Units. |
• | You may not sell, assign, transfer, pledge as collateral or otherwise dispose of your Performance Share Units at any time. |
• | The Fair Market Value of the Shares that are issued under this award generally will be considered taxable compensation, and may be subject to withholding taxes. |
• | If we or any of our affiliates are required to withhold any applicable withholding or similar taxes or other amounts in respect of any income recognized by you as a result of the grant, vesting, payment or settlement of the Performance Share Units or disposition of any Shares acquired
under an Award, then we will satisfy such obligation by withholding Shares otherwise deliverable under this Award having a Fair Market Value (as determined on the date the taxes are required to be withheld) equal to the required tax amount (which, to the extent required to avoid adverse accounting treatment, will not exceed the minimum required tax amount). If the number of whole Shares that are withheld is either greater than or less than the required tax amount, the Company will establish procedures for either payment of, or withholding of, cash equal to the fractional share. If you are a Board-appointed officer of the Company, then in lieu of such share withholding, you may elect to satisfy your tax withholding obligations in cash in accordance with the procedures established by the
Company. |
• | Please see the attached “Country Specific Terms and Conditions” for more information regarding the tax consequences of this award. Please refer to the Frequently Asked Questions (FAQs) for Performance Share Units for information about the methods of payment of your tax withholding obligations. |
• | The attached “Country
Specific Terms and Conditions” contains additional provisions applicable to this award. |
• | The grant of this Plan award to you does not limit in any way the right of the Company to terminate your employment 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, except as modified in the “Country Specific Terms and Conditions.” |
• | 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 Performance Share Units will terminate immediately on the date of such determination to the extent required by such law or recoupment policy 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. |
• | As a key employee of the Company, you may have access to customer lists, trade secrets and other confidential information of the
Company. During your employment or at any time after your employment ends, you agree not to disclose or make available to any person or firm confidential information of the Company, unless such disclosure is required by law. Any actual or threatened violation of your duty not to divulge confidential information will entitle the Company to legal and equitable remedies, including preliminary and permanent injunctive relief and attorney’s fees. |
• | Deferral Election. Certain grantees may be eligible to defer their Performance Share Units under the employer’s non-qualified deferred compensation plan. If such a grantee makes a deferral election, then the Performance Share Units subject to that election will not be paid following the end of the Performance Period, but will instead be paid pursuant to the terms of the non-qualified deferred compensation plan. |
• | Delay
in Payment. If you are a “specified employee” within the meaning of Code Section 409A as of the date of your termination of employment due to Disability, Retirement or a Covered Termination, then, to the extent required by Code Section 409A, any payment due as a result of such termination will be delayed until the date that is six months after the date of such termination. In addition, if the payment of the Shares will be made in the following calendar year as a result of the six month delay, then the value of your Performance Share Units that vest upon such termination of employment will be subject to Federal Insurance Contributions Act (“FICA”) taxes at the end of the calendar year in |
• | Shareholder Approval Requirement. To the extent you are an individual whose termination benefits are subject to Sections 200 to 200J of the Corporations Act 2001, the Performance Share Units are contingent upon the Company’s satisfaction of the shareholder approval requirements thereunder. These shareholder approval requirements are a legal formality, and the Company intends to satisfy them in full at the time your Performance Share Units are granted. As a technical matter, however,
to the extent the Company is unable to satisfy such requirements, your Performance Share Units will be null and void, and you will not have any claims against the Company to receive any payment or other benefits in lieu of the Performance Share Units. |
• | Commercial Relationship. You expressly recognize that participation in the Plan and Pentair plc’s grant of Performance Share Units to you does not constitute an employment relationship between you and Pentair plc. You have been granted Performance Share Units as
a consequence of the commercial relationship between Pentair plc and Pentair plc’s Affiliate in Mexico that employs you, and Pentair plc’s Affiliate in Mexico is your sole employer. Based on the foregoing, (a) you expressly recognize the Plan and the benefits derived from participation in the Plan will not establish any rights between you and Pentair plc’s Affiliate in Mexico that employs you, (b) the Plan and the benefits you may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by Pentair plc’s Affiliate in Mexico that employs you, and (c) any modifications or amendments of the Plan by Pentair plc, or a termination of the Plan by Pentair plc, shall not constitute a change or impairment of the terms and conditions of your employment with Pentair plc’s Affiliate in Mexico that employs you. |
• | Extraordinary
Item of Compensation. You expressly recognize and acknowledge that participation in the Plan is a result of the discretionary and unilateral decision of Pentair plc, as well as your free and voluntary decision to participate in the Plan in accordance with the terms and conditions of the Plan and this agreement. As such, you acknowledge and agree that Pentair plc may, in its sole discretion, amend and/or discontinue your participation in the Plan at any time and without any liability. The value of the Performance Share Units is an extraordinary item of compensation outside the scope of your employment contract, if any. The Performance Share Units are not part of your regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or
any similar payments, which are the exclusive obligations of Pentair plc’s Affiliate in Mexico that employs you. |
• | Qualifying Person Exemption. The grant of Performance Share Units under the Plan is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. |
• | Termination
for Cause. Notwithstanding anything to the contrary in the Plan or this agreement, “Cause” shall be defined in the Plan, irrespective of whether the termination is or is not considered a fair termination (i.e., “despido procedente”) under Spanish legislation. |
• | Labor Acknowledgement. |
• | In accepting the award, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan (or a copy of the Plan has otherwise been made available to you). You
understand that Pentair plc has unilaterally, gratuitously and discretionally decided |
• | Further, the Performance Share Units are a conditional right and can be forfeited in the case of, or affected by, your termination of employment. This will be the case, for example, even if (a) you
are considered to be unfairly terminated without good cause; (b) you are terminated for disciplinary or objective reasons or due to a collective dismissal; (c) you terminate employment due to a change of work location, duties or any other employment or contractual condition; or (d) you terminate employment due to unilateral breach of contract of Pentair plc or any of its Affiliates. Consequently, upon termination of employment for any of the reasons set forth above, you may automatically lose any rights to the unvested Performance Share Units granted as of the date of your termination of employment, as described in the Plan and this agreement, and you acknowledge and agree that the terms of the Plan and this agreement shall govern in such circumstances. |
• | Income
Tax and National Insurance Contribution Withholding. The following provision supplements the “Tax-Related Items” provision below: If payment or withholding of the income tax due in connection with the Performance Share Units is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to the Pentair plc Affiliate that employs you, effective as of the Due Date. You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company may recover it at any time thereafter by any of the means referred to in
the “Tax-Related Items” provision below. Notwithstanding the foregoing, if you are a director or executive officer of Pentair plc (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not be eligible for a loan from the Company to cover the income tax liability. In the event that you are a director or executive officer and the income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax will constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) will be payable. You will be responsible for reporting any income tax and for reimbursing the Company the value of any employee NICs due on this additional benefit. |
1. | You acknowledge that, regardless of any action Pentair plc or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax- |
2. | You acknowledge that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant, including, but not limited to, the vesting, settlement or payment of the Performance Share Units; and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the grant to reduce or eliminate your liability for Tax-Related Items or achieve
any particular tax result. |
3. | If you have become subject to tax in more than one jurisdiction between the date of the grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
4. | Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate
arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, subject to the Company’s authorization, you agree that the Company and/or the Employer, or their respective agents, at their discretion, may satisfy the obligations with regard to all Tax-Related Items by deducting (or requiring an Affiliate to deduct) from any payments of any kind otherwise due to you cash or Shares. |
5. | To avoid negative accounting treatment, the
Company or the Employer may withhold or account for Tax-Related Items (including withholding pursuant to applicable tax equalization policies of the Company or its affiliates) by considering applicable statutory withholding amounts or other applicable withholding rates. |
6. | You will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the
means described above. You will abide by any disclosure laws that govern the earning or issuance of Performance Share Units granted to you, as well as the transfer or repatriation of cash proceeds received with respect to the grant. |
7. | Except as otherwise set forth above, the tax withholding with respect to the grant shall be governed by the terms of the Plan. |
1. | Nothing
contained in the Plan or the grant will affect the right of the Company or the Employer to terminate your employment or service (as otherwise may be permitted under local law). The adoption and maintenance of the Plan does not constitute an inducement to, or condition of, your employment or service. The Plan is a discretionary plan that may be amended or terminated by Pentair plc, in its sole discretion, at any time, and your participation is voluntary. Furthermore, the amount of any payments under the grant and the future value of the Shares is unknown and cannot be predicted with certainty. You understand that the grant of Plan awards to you does not entitle you to benefits in lieu of Performance Share Units in the future, even if such awards have been granted repeatedly in the past. The grant is not intended to replace your pension rights or compensation. |
2. | Any
payment or benefit paid to you with respect to the grant is an extraordinary item of compensation and will not be considered to be part of your normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate. |
3. | In
consideration of the grant, no claim or entitlement to compensation or damages shall arise from forfeiture of the grant resulting from termination of your employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and the Employer from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the grant, you shall have been deemed irrevocably to have waived your entitlement to pursue such claim. |
4. | In
the event of involuntary termination of your employment (whether or not in breach of local labor laws), your right to receive grants of awards under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law). |
1. | You hereby explicitly unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described
in the grant agreement, the Plan, the Prospectus and related information by and among, as applicable, the Employer, and the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan. |
2. | You understand that the Company, the Employer, and any Affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job
title, any shares or directorships held in the Company or an Affiliate and details of all incentive awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the Plan. |
3. | You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. |
4. | You
understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. |
5. | You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan. |
6. | You understand that Data will be held only as long as is
necessary to implement, administer and manage your participation in the Plan. |
7. | You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents in this grant agreement, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you should contact your local human resources representative. |
1. | Any party bringing a legal action or proceeding against any other party arising out of or relating
to this grant shall bring the legal action or proceeding in the United States District Court for the District of Minnesota or any of the courts of the State of Minnesota, U.S.A. |
2. | You waive, and the Company waives, to the fullest extent permitted by law, (a) any objection which you or the Company may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this grant brought in any court of the State of Minnesota, U.S.A., or the United States District Court for the District of Minnesota,
including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. |
3. | You submit, and the Company submits, to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the District of Minnesota and its appellate courts, and (b) any court of the State of Minnesota, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this grant. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/19/17 SEC UPLOAD¶ 10/05/17 1:33K Pentair plc 12/21/16 SEC UPLOAD¶ 10/05/17 1:141K Pentair plc |