PENTAIR plc – ‘8-K’ for 8/23/00 – EX-10.8

On:  Thursday, 9/21/00, at 2:01pm ET   ·   For:  8/23/00   ·   Accession #:  950124-0-5725   ·   File #:  1-11625

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     17K 
 2: EX-3.2      Third Amended & Restated By-Laws                      17     71K 
 3: EX-10.1     Company's Supplemental Employee Retirement Plan       17     65K 
12: EX-10.10    Form of Key Executive Employment & Severance Agmt.    20     93K 
13: EX-10.11    Form of Key Executive Employment & Severance Agmt.    20     94K 
14: EX-10.12    Form of Key Executive Employment & Severance Agmt.    19     93K 
15: EX-10.13    Form of Key Executive Employment & Severance Agmt.    20     95K 
 4: EX-10.2     Company's 1999 Supplemental Executive Retirement      31    110K 
 5: EX-10.3     Company's Restoration Plan                            22     82K 
 6: EX-10.4     Omnibus Stock Incentive Plan Amended & Restated        3     14K 
 7: EX-10.5     Company's Fourth Amended & Restated Plan               3     14K 
 8: EX-10.6     Company's Outside Directors Non-Qualified Plan         1      9K 
 9: EX-10.7     Company's Deferred Compensation Plan                   2     12K 
10: EX-10.8     Company's Non-Qualified Deferred Compensation Plan     2     13K 
11: EX-10.9     Company's Executive Officer Performance Plan           2     13K 

EX-10.8   —   Company’s Non-Qualified Deferred Compensation Plan

EX-10.8
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EXHIBIT 10.8

AMENDMENT TO THE PENTAIR, INC.
NON-QUALIFIED DEFERRED COMPENSATION PLAN

   The Pentair, Inc. Non-Qualified Deferred Compensation Plan, as in
effect for employee compensation deferrals and employer contributions for       
periods of employment after 1995 (also known as the "Sidekick"), is hereby      
amended effective August 23, 2000 as follows:                                   

    1.       Section 10.2 is deleted in its entirety and the following
substituted therefor:                       

SECTION 10.2 CHANGE IN CONTROL.             

(a) Definitions.          

                             (1)  "CHANGE IN CONTROL" is a change in control
                               of the Company as defined in the KEESA.

                              (2)  "KEESA" is the Key Executive Employment and
                                   Severance Agreement between the Company and
                                    key executives, as approved by the Company's
                               board of directors effective August 23,
2000.   

                  (b) Effect on Participants. If a Participate
         terminates employment, whether voluntarily or involuntarily (other than
         by reason of death), with the Employer within three (3) years following
a Change in Control, then notwithstanding the benefit election
      previously made by such Participant and other Plan provisions to the
 contrary, such Participant shall receive all of his or her Plan
benefits in a cash lump sum on the lump sum date unless such  
       Participant timely elects otherwise in accordance with subsection (c)
      immediately following. The lump sum date shall be the first business
       day of the third calendar month following the calendar month in which
such Participant so terminates Employment.                    

                          The provisions of this Section 10.2 shall also apply
  to a Participant who so terminates Employment before a Change in
        Control if the Participant has entered into a KEESA and is entitled to
      benefits thereunder pursuant to Section 2(b) of the KEESA; provided,
         however, in such circumstances the lump sum date shall be determined as
      if the Participant had so terminated employment on the day following
the date of the Change in Control.                            

                    (c) Election to Forego Lump Sum. A Participant
     otherwise entitled to receive a lump sum pursuant to subsection (b)
         immediately preceding may elect to forego payment of the lump sum if he
       or she so elects in writing and files such writing with the Committee
no later than thirty (30) days before the lump sum date. If a 
Participant timely elects to forego the lump sum payment, such
  Participant's Plan benefits shall be paid in accordance with the
        Participant's otherwise effective benefit election and Plan provisions
apart from this Section 10.2.                                 

                          (d) No Delay in Payment. Application of this Section
    10.2 shall not delay the date for payment of benefits as otherwise
elected by a Participant or as                                

EX-10.8
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 otherwise provided under the Plan apart from this Section 10.2.

                        (e) Notice of Lump Sum Entitlement and Election to
        Forego Lump Sum. No later than five (5) days following the date of the
         Change in Control, the Committee shall cause a notice to be sent to all
     Participants to whom the provisions of this Section 10.2 may apply.
   Such notice shall be sent in a manner reasonably calculated to be
         actually and timely received by such Participants, and shall reasonably
         inform such Participant of the provisions of this Section 10.2 and such
    Participant's rights and entitlements hereunder. In the event such
notice is not timely sent as to a Participant, then at such   
       Participant's election the lump sum date and the date for electing to
     forego such lump sum shall be appropriately adjusted to reflect the
        time periods that would have applied had such notice been timely sent.

      2. The foregoing amendment shall apply to all participants and their
beneficiaries under the Sidekick as of August 23, 2000 and regardless of whether
such participants actively participated in the Sidekick after 1998.             

--------------------

         The undersigned, by the authority of the Board of Directors of Pentair,
Inc., does hereby approve the form and content of this amendment to the         
Sidekick. The Vice President of Human Resources shall cause an executed copy of 
this amendment to be provided to Fidelity Management Trust Company and          
appropriate amendments shall be made to the trust agreement related to Sidekick 
to reflect this amendment.                                                      

Dated:                                                                          
       ----------------------------    -----------------------------------------
                Louis L. Ainsworth
                                       Senior Vice President and General Counsel
              of Pentair, Inc.

         The undersigned, by the authority of the Board of Directors of Pentair,
Inc., does hereby execute the foregoing document for and on behalf of Pentair,  
Inc. effective as of August 23, 2000.                                           

           PENTAIR, INC.

Dated:                                 By:                                      
       ----------------------------       --------------------------------------
        Its:
                                              ----------------------------------

-2- 

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		9/21/00							None on these Dates
For Period End:		8/23/00		1		2
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