Exhibit
10.1
WATTS
WATER TECHNOLOGIES, INC.
EXECUTIVE
INCENTIVE BONUS PLAN
Amended and Restated as of
January 1,
2008
I. Purpose
The Executive Incentive Bonus Plan, as
amended and restated effective as of January 1, 2008 (the "Plan"), is intended to promote
the interests of Watts Water Technologies, Inc. by offering an incentive
opportunity to certain officers, key executives, and other
employees. The bonus awards under the Plan are intended to qualify as
“performance-based compensation” under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the “Code”).
II. Definitions
As used in this Plan, the terms below
shall have the following meanings ascribed to them:
A. "Base Pay" shall mean base salary as of
December 31 of the Fiscal Year before taxes, Social Security and other
deductions.
B. "Committee" shall mean a committee of
two or more members consisting solely of members of the Compensation Committee
of the Board of Directors of the Company who qualify as “outside directors”
under Section 162(m) of the Code.
C. "Company" shall mean Watts Water
Technologies, Inc., including its subsidiaries and
affiliates.
D. "Disability" shall mean a permanent
disability which would entitle the employee to benefits under the Company's
long-term disability plan.
E. "Fiscal Year" shall mean the Company's
then current fiscal year commencing on January 1 and ending December
31.
F. "Participant" shall mean any employee
who has been selected to participate in the Plan for the Fiscal
Year.
III. Administration
The Plan shall be administered by the
Committee, no member of which serving shall be eligible to receive an award
under the Plan. The Committee shall have the authority to amend,
modify and interpret the Plan and to make all determinations relating to the
Plan as it may deem necessary or advisable for the administration of the
Plan.
Decisions of the Committee on all
matters relating to the Plan shall be binding and conclusive on all parties,
including the Company and the Participants.
IV. Participation
Participants for the Fiscal Year shall
include the Chief Executive Officer, the Chief Operating Officer, the President,
any Executive Vice President, the Chief Financial Officer and such other
employees as the Committee may designate.
V. Operation of the
Plan
A. Establishment
of Performance Goals
No
later than ninety (90) days after
the start of the Fiscal Year, the Committee, in
consultation with the Chief
Executive Officer, shall
establish in writing certain performance goals for each
Participant. Each Participant will be assigned performance goals
based on individual performance objectives or business objectives that are
selected from the performance measures listed in Appendix
A below. In the
event that a Participant's position is substantially tied to one or more
business segments, subsidiaries or divisions of the Company, then the
performance goals may relate, in whole or in part, to the performance of such
segments, subsidiaries or divisions rather than to the corporation as a
whole.
B. Assignment
of Bonus Award
No
later than ninety (90) days after
the start of the Fiscal Year, the Committee shall assign in writing each
Participant with a target bonus percentage for the Fiscal Year as a percentage
of each Participant's Base Pay. The Committee shall determine the
relative percentage weight to be assigned to the achievement of each corporate
and individual performance goal by the Participant. Each Participant
shall then be notified of his/her respective performance goals and the
percentage assigned to each such performance goal.
C.
Potential to
Earn Additional Bonus Above the Target Bonus
Percentage
In the event that a Participant achieves
more than 100% of the target assigned to a bonus goal, that Participant will
then be eligible to receive an additional bonus up to a total of 200% of the
percentage weight allocated to such bonus goal, up to 200% of a Participant’s
target bonus percentage. For example, if a Participant is assigned a
sales growth goal, an EVA goal and an earnings goal, and each such goal carries
a percentage weight of 33-1/3% of the target bonus percentage, and such
Participant achieves 150% of the target for the sales growth goal and 100% of
the target for each of the EVA and earnings goals, the Participant would be
eligible to receive a bonus equal to 116.7% of the target bonus
percentage.
D. Maximum
Bonus Award
Notwithstanding any calculation made
above, the maximum bonus amount that a Participant may be awarded for a Fiscal
Year shall be Three Million Dollars ($3,000,000).
VI. Determination and Payment of Bonus
Award
As soon as practicable after the receipt
of financial statements for the Fiscal Year, the Committee shall determine and
certify the amount of the bonus awards for each Participant based on the extent
to which such Participant has attained the applicable performance
goals. In its sole discretion, the Committee may decrease the actual
amount of the bonus awarded to a Participant from the amount calculated, but the
Committee may not increase the actual amount. After the
Committee’s certification, the bonus
awards shall be paid to the Participants in cash or, if applicable, Restricted
Stock Units in accordance with the terms of the Management Stock Purchase Plan, less
applicable taxes.
VII. Miscellaneous
A. Death,
Disability, Change in Control, or Other Termination
In the event that a Participant's
employment is terminated during the Fiscal Year because of death or permanent
disability, such Participant, or the Participant's beneficiary, shall receive a
pro-rated award based on the number of months the Participant was employed
during the Fiscal Year, provided that the Participant would have otherwise have
been entitled to receive a bonus payment based on achievement of the performance
goals applicable to the Participant had the Participant remained in the
Company's employment through the end of the Fiscal
Year. Additionally, the Committee, in its sole discretion, may permit
payment for that part of the Fiscal Year in which the Participant was employed
or up to all of the Fiscal Year in the event of a change in the ownership or
control of the Company, even if the performance goals have not been
met.
In the event that a Participant's
employment is terminated during the Fiscal Year for any reason other than death,
permanent disability, or change in ownership or control of the Company, the
Participant shall forfeit all rights to any bonus award for that Fiscal
Year.
Any payments which may be made to a
Participant under the terms of this provision shall be made at the same time as
payments are made to the other Participants in accordance with the provisions of
Article VI hereof.
B. Tax
Withholding
The Company shall deduct from all awards
any federal, state, or local taxes required by law to be withheld with respect
thereto.
C. Claim to
Awards and Employee Rights
No employee or other person shall have
any right to be granted an award under the Plan. Neither this Plan
nor any action taken hereunder shall be construed as giving any employee any
right to be retained by the Company, nor shall any action taken hereunder be
construed as entitling the Company to the services of any Participant for any
period of time.
D. Nontransferability
A person's rights and interests under
this Plan, including amounts payable, may not be assigned, pledged, or
transferred.
E. Applicable
Law
This Plan shall be construed and
governed in accordance with the laws of the Commonwealth of
Massachusetts.
APPENDIX
A
Any one
or more of the following performance measures may be used by the Committee as a
goal for a bonus award, based on the relative or absolute attainment of
specified levels of one or any combination of the performance
measures:
sales,
sales
growth,
economic value added (“EVA”)
percentage,
earnings,
earnings before or after discontinued
operations,
earnings before interest, taxes, and
depreciation and/or amortization,
earnings per share,
net income,
operating profit before or after
discontinued operations and/or taxes,
cash flow or cash
position,
gross margins,
stock price,
market share,
return on sales,
return on assets,
return on equity or
investment,
improvement of financial
ratings,
days of working capital,
achievement of balance sheet or income
statement objectives, or
total shareholder return.
The
selected levels may be absolute in their terms or measured against or in
relationship to other companies comparably, similarly or otherwise
situated. The Committee may specify that such performance measures
shall be adjusted to exclude any one or more of (i) extraordinary items, (ii)
gains or losses on the dispositions of discontinued operations, (iii) the
cumulative effects of changes in accounting principles, (iv) the writedown of
any asset, and (v) charges for restructuring and rationalization
programs.