PENTAIR LTD (Form: 8-K12B, Received: 06/03/2014 08:13:16)

PENTAIR PLC

Angela D. Lageson

Senior Vice President,

General Counsel, and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 3, 2014

Commission file number 001-11625

Pentair plc

(Exact name of Registrant as specified in its charter)

Ireland

98-1141328

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification number)

P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU United Kingdom

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: +44-161-703-1885

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

BACKGROUND

On June 3, 2014, Pentair Ltd., a corporation organized under the laws of Switzerland (“Pentair-Switzerland”), completed its change of jurisdiction of incorporation from Switzerland to Ireland by merging (the “Merger”) with and into its subsidiary, Pentair plc, a public limited company incorporated under the laws of Ireland (“Pentair-Ireland”). The change in place of incorporation was effected pursuant to the previously announced Merger Agreement, dated as of December 10, 2013, between Pentair-Switzerland and Pentair-Ireland (the “Merger Agreement”). At the effective time of the Merger (the “Effective Time”), and pursuant to the Merger Agreement (i) Pentair-Switzerland was merged into Pentair-Ireland, with Pentair-Ireland surviving and Pentair-Switzerland being dissolved without liquidation, (ii) all of the assets and liabilities of Pentair-Switzerland were transferred to Pentair-Ireland and (iii) each common share of Pentair-Switzerland was exchanged, as consideration in the Merger, for one ordinary share, nominal value $0.01, of Pentair-Ireland (collectively, the “Ordinary Shares”). The foregoing is only a summary of the Merger Agreement and the Merger and is qualified in its entirety by reference to the Merger Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.

The issuance of the Ordinary Shares was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-192961), as amended, filed by Pentair-Ireland, which was declared effective by the U.S. Securities and Exchange Commission on March 26, 2014.

In connection with the Merger and by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Pentair-Ireland is the successor issuer to Pentair-Switzerland and has succeeded to the attributes of Pentair-Switzerland as the registrant, including Pentair-Switzerland’s commission file number. Pentair-Ireland Ordinary Shares are deemed to be registered under Section 12(b) of the Exchange Act, and Pentair-Ireland is subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder, and will hereafter file reports and other information with the SEC using Pentair-Switzerland’s commission file number (001-11625). Pentair-Ireland hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.

Pentair-Ireland’s Ordinary Shares are listed on the New York Stock Exchange and trade under the symbol “PNR”, the same symbol under which Pentair-Switzerland’s common shares traded prior to the Effective Time.

ITEM 1.01

Entry Into a Material Definitive Agreement.

Director and Officer Indemnification Agreements

At the Effective Time, Pentair-Ireland entered into a Deed of Indemnification (the “Deed of Indemnification”) with each of its directors and executive officers (the “Covered Persons”). In addition, Pentair Management Company, a Delaware corporation that became a subsidiary of Pentair-Ireland at the Effective Time (“Pentair Management”), entered a Indemnification Agreement with each of the Covered Persons (the “Indemnification Agreement,” and, together with the Deed of Indemnification, the “Indemnification Agreements”).

The Indemnification Agreements provide that if a Covered Person was, is or is threatened to be made a party to or is otherwise involved in a proceeding by reason of being a director or officer of Pentair-Ireland, then Pentair-Ireland and Pentair Management will indemnify the Covered Person against all expenses, liability or loss to the fullest extent permitted by law. A Covered Person will not be entitled to indemnification in connection with a proceeding initiated by a Covered Person against Pentair-Ireland except in certain circumstances set forth in the Indemnification Agreements. If a Covered Person is made or threatened to be made a party to a proceeding by reason of being a director or officer, then the Covered Person will be entitled to advancement of reimbursement by Pentair-Ireland and Pentair Management of reasonable expenses upon receipt of a written affirmation by the Covered Person of a good faith belief that the criteria for indemnification pursuant to the Indemnification Agreements have been satisfied and a written undertaking by the Covered Person to repay all amounts paid or reimbursed by Pentair-Ireland or Pentair Management if it is ultimately determined that such criteria for indemnification have not been satisfied. No indemnification will be paid pursuant to the Indemnification Agreements (1) on account of any proceeding in which judgment is rendered against a Covered Person for an accounting of profits from the purchase or sale of securities of Pentair-Ireland pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or (2) if a court finally determines that the Covered Person has committed a breach of statutory duties to Pentair-Ireland for which such indemnification would be invalid under applicable law.

The foregoing is a summary of the terms of the Indemnification Agreements and is qualified in its entirety by reference to the form of Deed of Indemnification and the form of Indemnification Agreement filed as Exhibits 10.15 and 10.16, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

ITEM 3.03

Material Modification to Rights of Security Holders.

As a result of the consummation of the Merger, each outstanding Pentair-Switzerland common share was converted into the right to receive one newly issued Pentair-Ireland Ordinary Share and the rights of the holders of Pentair-Switzerland common shares prior to the Merger were modified. The rights of holders of Pentair-Ireland Ordinary Shares are governed by Pentair-Ireland’s articles of association filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein. A description of the Ordinary Shares and the rights of holders of Ordinary Shares is included in Item 8.01 of this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors

At the Effective Time, Angela D. Lageson and Christopher R. Oster resigned as directors of Pentair-Ireland.

Appointment of Directors

Pursuant to the terms of the Merger Agreement, effective at the Effective Time, the board of directors of Pentair-Switzerland prior to the Merger were appointed as Pentair-Ireland’s board of directors. Glynis A. Bryan, Jerry W. Burris, Carol Anthony (John) Davidson, T. Michael Glenn, David H.Y. Ho, Randall J. Hogan, David A. Jones, Ronald L. Merriman, William T. Monahan and Billie Ida Williamson have been appointed as directors of Pentair-Ireland, whose terms each expire at the 2015 annual general meeting of shareholders.

Effective with his appointment to the board of directors, Mr. Hogan will serve as chairman of the board. The audit and finance committee of the Pentair-Ireland board of directors is comprised of Mr. Merriman, as chair, Mr. Burris, Mr. Ho and Ms. Williamson; the compensation committee of the Pentair-Ireland board of directors is comprised of Mr. Jones, as chair, Ms. Bryan, Mr. Glenn and Mr. Monahan; and the governance committee of the Pentair-Ireland board of directors is comprised of Ms. Bryan as chair, Mr. Glenn, Mr. Jones and Mr. Monahan.

Biographical information concerning each of Pentair-Ireland’s directors can be found in Pentair-Switzerland’s definitive proxy statement for its 2014 annual general meeting of shareholders filed with the SEC on March 24, 2014 under the caption “Proposal 1 – Re-Election of Nine Directors and Election of One Director” and is incorporated by reference herein.

Compensation of Pentair-Ireland Directors

Following the Effective Time, the compensation of the Pentair-Ireland directors remains identical to the compensation of the Pentair-Switzerland directors prior to the Effective Time. Information concerning the compensation of the Pentair-Switzerland directors can be found in Pentair-Switzerland’s definitive proxy statement for its 2014 annual general meeting of shareholders filed with the SEC on March 24, 2014 under the caption “Director Compensation” and is incorporated by reference herein.

Appointment of Officers

Pursuant to the terms of the Merger Agreement, effective at the Effective Time, the executive officers of Pentair-Switzerland prior to the Merger were appointed as the executive officers of Pentair-Ireland immediately following the Merger. The name and current position of the each of the officers of Pentair-Ireland are as follows:


Name		Current Position
Randall J. Hogan		Chief Executive Officer
John L. Stauch		Executive Vice President and Chief Financial Officer
Frederick S. Koury		Senior Vice President, Human Resources
Angela D. Lageson		Senior Vice President, General Counsel and Secretary
Todd R. Gleason		Senior Vice President, Growth
Michael G. Meyer		Vice President, Treasurer
Mark C. Borin		Corporate Controller and Chief Accounting Officer
Karl R. Frykman		President, Aquatic Systems Global Business Unit
Netha N. Johnson		President, Filtration & Process Global Business Unit
Alok Maskara		President, Technical Solutions Global Business Unit
Philip Pejovich		President, Flow Technologies Global Business Unit
Christopher Stevens		President, Valves & Controls Global Business Unit

Biographical information concerning each of Pentair-Ireland’s officers can be found in Pentair-Switzerland’s annual report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 25, 2014 under the caption “Executive Officers of the Registrant” and is incorporated by reference herein.

Compensation of Pentair-Ireland Executive Officers

Following the Effective Time, the compensation of the Pentair-Ireland executive officers remains identical to the compensation of the Pentair-Switzerland executive officers prior to the Effective Time. Information concerning the compensation of the Pentair-Switzerland named executive officers can be found in Pentair-Switzerland’s definitive proxy statement for its 2014 annual general meeting of shareholders filed with the SEC on March 24, 2014 under the caption “Executive Compensation” and is incorporated by reference herein.

Assumption of Compensation Plans and Outstanding Awards

At the Effective Time, Pentair-Ireland assumed the following compensation plans or agreements of Pentair-Switzerland, amended as appropriate to reflect the Merger: the Pentair plc 2012 Stock and Incentive Plan (formerly known as the Pentair Ltd. 2012 Stock and Incentive Plan) (the “2012 Plan”), the Pentair plc 2008 Omnibus Stock Incentive Plan (formerly known as the Pentair Ltd. 2008 Omnibus Stock Incentive Plan) (the “2008 Plan”), the Pentair plc Omnibus Stock Incentive Plan (formerly known as the Pentair Ltd. Omnibus Stock Incentive Plan) (the “2004 Plan”), the Pentair plc Outside Directors Non-qualified Stock Option Plan (formerly known as the Pentair Ltd. Outside Directors Non-qualified Stock Option Plan) (the “Director Option Plan”), the Pentair plc Employee Stock Purchase and Bonus Plan (formerly known as the Pentair Ltd. Employee Stock Purchase and Bonus Plan) (the “ESPP”), the Pentair plc Compensation Plan for Non-Employee Directors (formerly known as the Pentair Ltd. Compensation Plan for Non-Employee Directors) (the “Director Compensation Plan”) and the Key Executive Employment and Severance Agreements then in effect between Pentair-Switzerland and certain of its executives, including its named executive officers. The 2012 Plan, the 2008 Plan, the 2004 Plan and the Director Option Plan are incentive compensation plans under which Pentair-Switzerland has made equity-based and other incentive awards to certain of its executives, including its named executive officers. Pentair-Ireland may make future equity-based and other incentive awards under the 2012 Plan to certain of its executives, including its named executive officers, but no new awards may be made under the 2008 Plan, the 2004 Plan or the Director Option Plan.

Pentair-Ireland also assumed of all outstanding awards under the 2012 Plan, the 2008 Plan, the 2004 Plan and the Director Option Plan. All such equity-based awards relating to Pentair-Switzerland common shares were converted on a one-for-one basis to relate to Ordinary Shares of Pentair-Ireland following the Merger.

Copies of the 2012 Plan, the 2008 Plan, the 2004 Plan, the Director Option Plan, the ESPP and the Director Compensation Plan as amended to reflect their adoption and assumption by Pentair-Ireland are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Adoption of Form Award Agreements

Pentair-Ireland has adopted the following form award agreements previously approved by Pentair-Switzerland for use in granting awards to employees under the 2012 Plan following the Effective Time:

•

Stock option grant agreement for use in granting options to purchase Pentair-Ireland Ordinary Shares. The stock options will vest and become exercisable on the basis of the recipient’s continuous service, subject to the terms of the 2012 Plan.

•

Performance unit grant agreement for use in granting units representing the right to receive a payment of a designated dollar value to the extent performance goals are achieved, subject to the terms of the 2012 Plan.

The foregoing description of these form award agreements is only a summary and is qualified in its entirety by reference to the copies of the agreements filed as Exhibits 10.7, 10.8 and 10.9, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Pentair-Ireland has adopted the following form award agreements previously approved by Pentair-Switzerland for use in granting awards to non-employee directors under the 2012 Plan following the Effective Time:

•

Restricted stock unit grant agreement for use in granting units representing the right to receive a payment equal to the fair market value of a Pentair-Ireland Ordinary Share, and accompanying dividend equivalent rights representing the right to receive payments equal to dividend declared on the shares subject to the restricted stock units. The restricted stock unit awards will vest on the basis of the recipient’s continuous service, subject to the terms of the 2012 Plan. The foregoing description of these form award agreements is only a summary and is qualified in its entirety by reference to the copies of the agreements filed as Exhibits 10.10 and 10.11, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Amendment of Nonqualified Deferred Compensation Plans

In connection with the consummation of the Merger, Pentair, Inc. amended and restated the following nonqualified deferred compensation plans in which certain employees, including named executive officers of Pentair-Switzerland, were eligible to participate, to reflect the effect of the Merger: the Pentair, Inc. Non-Qualified Deferred Compensation Plan, the Pentair, Inc. Supplemental Executive Retirement Plan and the Pentair, Inc. Restoration Plan. Copies of these plans as amended and restated are filed as Exhibits 10.12, 10.13 and 10.14, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

ITEM 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information included in Item 3.03 and under the heading “Shareholder Proposals at Pentair-Ireland’s 2015 Annual General Meeting” in Item 8.01 are incorporated by reference herein.

ITEM 5.05

Amendments to the Registrant’s Code of Ethics.

Pentair-Ireland has adopted a code of conduct that applies to the directors, officers and employees of Pentair-Ireland. The code of conduct is filed as Exhibit 14.1 to this Current Report on Form 8-K and incorporated by reference herein.

ITEM 8.01

Other Events.

Shareholder Proposals at Pentair-Ireland’s 2015 Annual General Meeting

Shareholder proposals to be included in the proxy materials for Pentair-Ireland’s annual general meeting at which directors will be elected to be held in 2015 must be received by Pentair-Ireland by December 1, 2014, and must otherwise comply with Rule 14a-8 promulgated by the Securities and Exchange Commission (the “SEC”) to be considered for inclusion in Pentair-Ireland’s proxy statement for that year. If you do not comply with Rule 14a-8, Pentair-Ireland will not be required to include the proposal in Pentair-Ireland’s proxy statement and the proxy card mailed to Pentair-Ireland’s shareholders. A shareholder who otherwise intends to present business at the 2015 annual general meeting must comply with the requirements set forth in Pentair-Ireland’s articles of association and the Irish Companies Act of 1963 to 2013.

Pentair-Ireland’s articles of association provide, among other things, that to bring business before an annual general meeting, a shareholder must give written notice that complies with the Pentair-Ireland articles of association to Pentair-Ireland’s Secretary not less than 45 days nor more than 70 days prior to the first annual anniversary of the date when Pentair-Ireland or, in the case of the 2015 annual general meeting, Pentair-Switzerland, as predecessor to Pentair-Ireland, first mailed its proxy statement to shareholders in connection with the immediately preceding annual general meeting. Accordingly, Pentair-Ireland must receive notice of a shareholder proposal submitted under its articles of association between January 20, 2015 and February 14, 2015. If the notice is received after February 14, 2015, then the notice will be considered untimely and Pentair-Ireland is not required to present such proposal at the 2015 annual general meeting. If the Pentair-Ireland board of directors chooses to present a proposal submitted under Pentair-Ireland’s articles of association at the 2015 annual general meeting, then the persons named in the proxies solicited by the Pentair-Ireland board of directors for the 2015 annual general meeting may exercise discretionary voting power with respect to such proposal. Shareholder proposals should be sent to Pentair-Ireland at its principal executive offices: P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU, United Kingdom, Attention: Secretary.

According to Pentair-Ireland’s articles of association, a shareholder must give advance notice and furnish certain information in order to submit a nomination for election as a director. Any shareholder who wishes to present a candidate for consideration for election at Pentair-Ireland’s 2015 Annual General Meeting should send a letter identifying the name of the candidate and summary of the candidate’s qualifications, along with the other supporting documentation described in Pentair-Ireland’s articles of association, to our Governance Committee. This letter should be addressed c/o Secretary, P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU, United Kingdom no earlier than January 20, 2015 and February 14, 2015 for consideration at the 2015 annual general meeting.

Description of the Ordinary Shares

The following information is a summary of the material terms of the Pentair-Ireland ordinary shares nominal (i.e. par) value $0.01 per share (the “Ordinary Shares”), as specified in the Pentair-Ireland articles of association (the “Pentair-Ireland Articles”).

The following description of Pentair-Ireland Ordinary Shares is a summary. This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Pentair-Ireland Articles, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Capital Structure

Authorized Share Capital

The current authorized share capital of Pentair-Ireland is €40,000 and $4,260,000 divided into 40,000 Euro Shares with a nominal value of €1.00 per share and 426,000,000 ordinary shares with a nominal value of $0.01 per share.

Pentair-Ireland may issue shares subject to the maximum authorized share capital contained in the Pentair-Ireland Articles. The authorized share capital may be increased by a resolution approved by a two-thirds majority of the votes of Pentair-Ireland’s shareholders cast at a general meeting (referred to as a “variation resolution”) or reduced by a resolution approved by a simple majority of the votes of Pentair-Ireland’s shareholders cast at a general

meeting (referred to under Irish law as an “ordinary resolution”). The shares comprising the authorized share capital of Pentair-Ireland may be divided into shares of such nominal value as the resolution shall prescribe. As a matter of Irish company law, the directors of a company may issue new ordinary shares without shareholder approval once authorized to do so by the articles of association or by an ordinary resolution adopted by the shareholders at a general meeting. The authorization may be granted for a maximum period of five years, at which point it must be renewed by the shareholders by an ordinary resolution. The Pentair-Ireland Articles authorize the board of directors of Pentair-Ireland to issue new Ordinary Shares without shareholder approval for a period of five years from the date of adoption of the Pentair-Ireland Articles.

The rights and restrictions to which the Ordinary Shares are subject are prescribed in the Pentair-Ireland Articles.

Irish law does not recognize fractional shares held of record. Accordingly, the Pentair-Ireland Articles do not provide for the issuance of fractional shares of Pentair-Ireland, and the official Irish share register of Pentair-Ireland will not reflect any fractional shares.

Whenever an alteration or reorganization of the share capital of Pentair-Ireland would result in any Pentair-Ireland shareholder becoming entitled to fractions of a share, the Pentair-Ireland board of directors may, on behalf of those shareholders that would become entitled to fractions of a share, arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion among the shareholders who would have been entitled to the fractions. For the purpose of any such sale the Pentair-Ireland board of directors may authorize some person to transfer the shares representing fractions to the purchaser, who shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

Issued Share Capital

As a result of the Merger, Pentair-Ireland issued one Ordinary Share in exchange for each common share of Pentair-Switzerland to the former shareholders of Pentair-Switzerland. All Pentair-Ireland Ordinary Shares issued at the Effective Time were issued as fully paid-up and non-assessable.

Preemption Rights, Share Warrants and Share Options

Under Irish law certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. However, Pentair-Ireland has opted out of these preemption rights in the Pentair-Ireland Articles as permitted under Irish company law. Because Irish law requires this opt-out to be renewed every five years by a resolution approved by not less than 75% of the votes of the shareholders of Pentair-Ireland cast at a general meeting (referred to under Irish law as a “special resolution”), the Pentair-Ireland Articles provide that this opt-out must be so renewed. If the opt-out is not renewed, shares issued for cash must be offered to existing shareholders of Pentair-Ireland on a pro rata basis to their existing shareholding before the shares can be issued to any new shareholders. The statutory preemption rights do not apply where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or where shares are issued pursuant to an employee option or similar equity plan.

The Pentair-Ireland Articles provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which Pentair-Ireland is subject, the Pentair-Ireland board of directors is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the Pentair-Ireland board of directors deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the Pentair-Ireland board of directors may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Companies Acts provide that directors may issue share warrants or options without shareholder approval once authorized to do so by the articles of association or an ordinary resolution of shareholders. Pentair-Ireland is subject to the rules of the NYSE and the U.S. Internal Revenue Code that require shareholder approval of certain equity plans and share issuances. The Pentair-Ireland board of directors may issue shares upon exercise of warrants or options without shareholder approval or authorization (up to the relevant authorized share capital limit). At the Effective Time, Pentair-Ireland assumed Pentair-Switzerland’s existing obligations to deliver shares under its equity incentive plans pursuant to the terms thereof.

Dividends

Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves generally means accumulated realized profits less accumulated realized losses and includes reserves created by way of capital reduction. In addition, no distribution or dividend may be made unless the net assets of Pentair-Ireland are equal to, or in excess of, the aggregate of Pentair-Ireland’s called up share capital plus undistributable reserves and the distribution does not reduce Pentair-Ireland’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which Pentair-Ireland’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Pentair-Ireland’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.

The determination as to whether or not Pentair-Ireland has sufficient distributable reserves to fund a dividend must be made by reference to “relevant accounts” of Pentair-Ireland. The “relevant accounts” will be either the last set of unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Companies Acts, which give a “true and fair view” of Pentair-Ireland’s unconsolidated financial position and accord with accepted accounting practice. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

Although Pentair-Ireland does not currently have distributable reserves, Pentair-Ireland is taking steps to create such distributable reserves by seeking to obtain the approval of the Irish High Court, which is required for the creation of distributable reserves to be effective.

The creation of distributable reserves is not a prerequisite for Pentair-Ireland to be able to satisfy the obligation to pay the dividend installments approved at the 2014 annual general meeting of Pentair-Switzerland shareholders that remain unpaid at the time of the Merger, all such payments being liabilities of Pentair-Switzerland assumed by Pentair-Ireland.

The Pentair-Ireland Articles authorize the directors to declare dividends to the extent they appear justified by profits without shareholder approval. The Pentair-Ireland board of directors may also recommend a dividend to be approved and declared by the Pentair-Ireland shareholders at a general meeting. The Pentair-Ireland board of directors may direct that the payment be made by distribution of assets, shares or cash and no dividend issued may exceed the amount recommended by the directors. Dividends may be declared and paid in the form of cash or non-cash assets and may be paid in U.S. dollars or any other currency. All holders of Ordinary Shares of Pentair-Ireland will participate pro rata in respect of any dividend which may be declared in respect of Ordinary Shares by Pentair-Ireland.

The directors of Pentair-Ireland may deduct from any dividend payable to any shareholder any amounts payable by such shareholder to Pentair-Ireland in relation to the Ordinary Shares of Pentair-Ireland.

Share Repurchases, Redemptions and Conversions

Overview

The Pentair-Ireland Articles provide that any Ordinary Shares which Pentair-Ireland has agreed to acquire shall be deemed to be a redeemable share, unless the Pentair-Ireland board of directors resolves otherwise. Accordingly, for Irish company law purposes, the repurchase of Ordinary Shares by Pentair-Ireland will technically be effected as a redemption of those shares as described below under “Repurchases and Redemptions by Pentair-Ireland”. If the Pentair-Ireland Articles did not contain such provision, all repurchases by Pentair-Ireland would be subject to many of the same rules that apply to purchases of Pentair-Ireland Ordinary Shares by subsidiaries described below under “Purchases by Subsidiaries of Pentair-Ireland” including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange”. Neither Irish law nor any constituent document of Pentair-Ireland places limitations on the right of nonresident or foreign owners to vote or hold Pentair-Ireland Ordinary Shares. Except where otherwise noted, references elsewhere in this Current Report on Form 8-K to repurchasing or buying back Ordinary Shares of Pentair-Ireland refer to the redemption of Ordinary Shares by Pentair-Ireland or the purchase of Ordinary Shares of Pentair-Ireland by a subsidiary of Pentair-Ireland, in each case in accordance with the Pentair-Ireland Articles and Irish company law as described below.

Repurchases and Redemptions by Pentair-Ireland

Under Irish law, a company may issue redeemable shares and redeem them out of distributable reserves or the proceeds of a new issue of shares for that purpose. Pentair-Ireland currently does not have any distributable reserves, however, it is taking steps to create such distributable reserves. Pentair-Ireland may only issue redeemable shares if the nominal value of the issued share capital that is not redeemable is not less than 10% of the nominal value of the total issued share capital of Pentair-Ireland. All redeemable shares must also be fully-paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury. Based on the provision of the Pentair-Ireland Articles described above, shareholder approval will not be required to redeem Pentair-Ireland Ordinary Shares.

Pentair-Ireland may also be given an additional general authority by its shareholders to purchase its own shares on-market which would take effect on the same terms and be subject to the same conditions as applicable to purchases by Pentair-Ireland’s subsidiaries as described below.

Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by Pentair-Ireland at any time must not exceed 10% of the nominal value of the issued share capital of Pentair-Ireland. Pentair-Ireland may not exercise any voting rights in respect of any shares held as treasury shares. Treasury shares may be cancelled by Pentair-Ireland or re-issued subject to certain conditions.

Purchases by Subsidiaries of Pentair-Ireland

Under Irish law, an Irish or non-Irish subsidiary may purchase Pentair-Ireland Ordinary Shares either as overseas market purchases or off-market purchases. For a subsidiary of Pentair-Ireland to make overseas market purchases of Pentair-Ireland Ordinary Shares, the shareholders of Pentair-Ireland must provide general authorization for such purchase by way of ordinary resolution. However, as long as this general authority has been granted, no specific shareholder authority for a particular overseas market purchase by a subsidiary of Pentair-Ireland Ordinary Shares is required. For an off-market purchase by a subsidiary of Pentair-Ireland, the proposed purchase contract must be authorized by special resolution of the shareholders before the contract is entered into. The person whose Pentair-Ireland Ordinary Shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution being passed, the purchase contract must be on display or must be available for inspection by shareholders at the registered office of Pentair-Ireland.

In order for a subsidiary of Pentair-Ireland to make an overseas market purchase of Pentair-Ireland Ordinary Shares, such shares must be purchased on a “recognized stock exchange”. The NYSE, on which the shares of Pentair-Ireland are listed, is specified as a recognized stock exchange for this purpose by Irish company law.

The number of Pentair-Ireland Ordinary Shares acquired and held by the subsidiaries of Pentair-Ireland at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of the issued share capital of Pentair-Ireland. While a subsidiary holds Pentair-Ireland Ordinary Shares, it cannot exercise any voting rights in respect of those shares. The acquisition of Pentair-Ireland Ordinary Shares by a subsidiary must be funded out of distributable reserves of the subsidiary.

Lien on Shares, Calls on Shares and Forfeiture of Shares

The Pentair-Ireland Articles provide that Pentair-Ireland will have a first and paramount lien on every share that is not a fully paid up share for all moneys payable, whether presently due or not in respect of such Pentair-Ireland Ordinary Shares. Subject to the terms of their allotment, directors may call for any unpaid amounts in respect of any Pentair-Ireland Ordinary Shares to be paid, and if payment is not made, the shares may be forfeited. These provisions are standard inclusions in the articles of association of an Irish company limited by shares such as Pentair-Ireland and will only be applicable to Pentair-Ireland Ordinary Shares that have not been fully paid up.

Consolidation and Division; Subdivision

Under the Pentair-Ireland Articles, Pentair-Ireland may, by ordinary resolution, consolidate and divide all or any of its share capital into shares of larger nominal value than its existing shares or subdivide its shares into smaller amounts than is fixed by the Pentair-Ireland Articles.

Reduction of Share Capital

Pentair-Ireland may, by special resolution, reduce its authorized share capital in any way. Pentair-Ireland also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital in any manner permitted by the Companies Acts.

Annual Meetings of Shareholders

Pentair-Ireland will be required to hold an annual general meeting within 18 months of incorporation and at intervals of no more than 15 months thereafter, provided that an annual general meeting is held in each calendar year following the first annual general meeting and no more than nine months after Pentair-Ireland’s fiscal year-end. Pentair-Ireland plans to hold its first annual general meeting in 2015.

Notice of an annual general meeting must be given to all Pentair-Ireland shareholders and to the auditors of Pentair-Ireland. The Pentair-Ireland Articles provide for a minimum notice period of 21 days, which is the minimum permitted under Irish law.

The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the presentation of the annual accounts, balance sheet and reports of the directors and auditors, the appointment of new auditors and the fixing of the auditor’s remuneration (or delegation of same). If no resolution is made in respect of the reappointment of an existing auditor at an annual general meeting, the existing auditor will be deemed to have continued in office.

Extraordinary General Meetings of Shareholders

Extraordinary general meetings of Pentair-Ireland may be convened (i) by the Pentair-Ireland board of directors, (ii) on requisition of the shareholders holding not less than 10% of the paid up share capital of Pentair-Ireland carrying voting rights, or (iii) on requisition of Pentair-Ireland’s auditors. Extraordinary general meetings are generally held for the purposes of approving shareholder resolutions as may be required from time to time. At any extraordinary general meeting only such business shall be conducted as is set forth in the notice thereof.

Notice of an extraordinary general meeting must be given to all Pentair-Ireland shareholders and to the auditors of Pentair-Ireland. Under Irish law and the Pentair-Ireland Articles, the minimum notice period is 21 days.

In the case of an extraordinary general meeting convened by shareholders of Pentair-Ireland, the proposed purpose of the meeting must be set out in the requisition notice. Upon receipt of any such valid requisition notice, the Pentair-Ireland board of directors has 21 days to convene a meeting of Pentair-Ireland shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If the Pentair-Ireland board of directors does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of Pentair-Ireland’s receipt of the requisition notice.

If the Pentair-Ireland board of directors becomes aware that the net assets of Pentair-Ireland are not greater than half of the amount of Pentair-Ireland’s called-up share capital, the directors of Pentair-Ireland must convene an extraordinary general meeting of Pentair-Ireland shareholders not later than 28 days from the date that they learn of this fact to consider how to address the situation.

Quorum for General Meetings

The Pentair-Ireland Articles provide that no business shall be transacted at any general meeting unless a quorum is present. A quorum is the holders of shares, present in person or by proxy, entitling them to exercise a majority of the voting power of the Company. Abstentions and broker non-votes are regarded as present for the purpose of establishing a quorum.

Voting

At any meeting of Pentair-Ireland, all resolutions will be decided on a poll.

Treasury shares or Pentair-Ireland Ordinary Shares that are held by subsidiaries of Pentair-Ireland are not entitled to be voted at general meetings of shareholders.

Irish company law requires special resolutions of the shareholders at a general meeting to approve certain matters. Examples of matters requiring special resolutions include:

amending the objects or memorandum of association of Pentair-Ireland;

amending the Pentair-Ireland Articles;

approving a change of name of Pentair-Ireland;

authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or connected person;

opting out of preemption rights on the issuance of new shares;

re-registration of Pentair-Ireland from a public limited company to a private company;

variation of class rights attaching to classes of shares (where the Pentair-Ireland Articles do not provide otherwise);

purchase of Pentair-Ireland shares off-market;

reduction of issued share capital;

sanctioning a compromise/scheme of arrangement;

resolving that Pentair-Ireland be wound up by the Irish courts;

resolving in favor of a shareholders’ voluntary winding-up;

re-designation of shares into different share classes;

setting the re-issue price of treasury shares; and

a merger pursuant to the EU Cross-Border Mergers Directive 2005/56/EC.

Variation of Rights Attaching to a Class or Series of Shares

Under the Pentair-Ireland Articles and the Companies Acts, any variation of class rights attaching to the issued shares of Pentair-Ireland must be approved in writing by holders of three-quarters of the issued shares in that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class, provided that, if the relevant class of holders has only one holder, that person present in person or by proxy shall constitute the necessary quorum.

The provisions of the Pentair-Ireland Articles relating to general meetings apply to general meetings of the holders of any class of shares except that the necessary quorum is determined in reference to the shares of the holders of the class.

Inspection of Books and Records

Under Irish law, shareholders have the right to: (i) receive a copy of the memorandum and articles of association of Pentair-Ireland and any act of the Irish Government which alters the memorandum of Pentair-Ireland; (ii) inspect and obtain copies of the minutes of general meetings and resolutions of Pentair-Ireland; (iii) inspect and

receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by Pentair-Ireland; (iv) receive copies of balance sheets and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (v) receive balance sheets of any subsidiary of Pentair-Ireland which have previously been sent to shareholders prior to an annual general meeting for the preceding ten years. The auditors of Pentair-Ireland also have the right to inspect all books, records and vouchers of Pentair-Ireland. The auditors’ report must be circulated to the shareholders with Pentair-Ireland’s financial statements prepared in accordance with Irish law 21 days before the annual general meeting and must be read to the shareholders at Pentair-Ireland’s annual general meeting.

Acquisitions

An Irish public limited company may be acquired in a number of ways, including:

a court-approved scheme of arrangement under the Companies Acts. A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of a majority in number representing 75% in value of the shareholders present and voting in person or by proxy at a meeting called to approve the scheme;

through a tender or takeover offer by a third party for all of the shares of Pentair-Ireland. Where the holders of 80% or more of Pentair-Ireland’s Ordinary Shares have accepted an offer for their shares in Pentair-Ireland, the remaining shareholders may also be statutorily required to transfer their shares. If the bidder does not exercise its “squeeze out” right, then the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms. If shares of Pentair-Ireland were to be listed on the Irish Stock Exchange or another regulated stock exchange in the European Union, this threshold would be increased to 90%; and

it is also possible for Pentair-Ireland to be acquired by way of a transaction with an EU-incorporated company under the EU Cross-Border Mergers Directive 2005/56/EC. Such a transaction must be approved by a special resolution. If Pentair-Ireland is being merged with another EU company under the EU Cross-Border Mergers Directive 2005/56/EC and the consideration payable to Pentair-Ireland shareholders is not all in the form of cash, Pentair-Ireland shareholders may be entitled to require their shares to be acquired at fair value.

Appraisal Rights

Generally, under Irish law, shareholders of an Irish company do not have dissenters’ or appraisal rights. Under the European Communities (Cross-Border Mergers) Regulations 2008 governing the merger of an Irish company limited by shares such as Pentair-Ireland and a company incorporated in the European Economic Area (the European Economic Area includes all member states of the European Union (with the exception of Croatia) and Norway, Iceland and Liechtenstein), a shareholder (i) who voted against the special resolution approving the transaction or (ii) of a company in which 90% of the shares are held by the other party to the transaction has the right to request that the company acquire its shares for cash at a price determined in accordance with the share exchange ratio set out in the merger agreement.

Disclosure of Interests in Shares

Under the Companies Acts, Pentair-Ireland shareholders must notify Pentair-Ireland if, as a result of a transaction, the shareholder will become interested in 5% or more of the shares of Pentair-Ireland; or if as a result of a transaction a shareholder who was interested in more than 5% of the shares of Pentair-Ireland ceases to be so interested. Where a shareholder is interested in more than 5% of the shares of Pentair-Ireland, the shareholder must notify Pentair-Ireland of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of the issued share capital of Pentair-Ireland (or any such class of share capital in issue). Where the percentage level of the shareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next whole number. Pentair-Ireland must be notified within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the notification requirement. If a shareholder fails to comply with these notification requirements, the shareholder’s rights in respect of any Pentair-Ireland ordinary shares it holds will not be enforceable, either directly or indirectly. However, such person may apply to the court to have the rights attaching to such shares reinstated.

In addition to these disclosure requirements, Pentair-Ireland, under the Companies Acts, may, by notice in writing, require a person whom Pentair-Ireland knows or has reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued to have been, interested in shares comprised in Pentair-Ireland’s relevant share capital to: (i) indicate whether or not it is the case and (ii) where such person holds or has during that time held an interest in the shares of Pentair-Ireland, to provide additional information, including the person’s own past or present interests in shares of Pentair-Ireland. If the recipient of the notice fails to respond within the reasonable time period specified in the notice, Pentair-Ireland may apply to court for an order directing that the affected shares be subject to certain restrictions, as prescribed by the Companies Acts, as follows:

any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued with shares and any issue of shares, shall be void;

no voting rights shall be exercisable in respect of those shares;

no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and

no payment shall be made of any sums due from Pentair-Ireland on those shares, whether in respect of capital or otherwise.

The court may also order that shares subject to any of these restrictions be sold with the restrictions terminating upon the completion of the sale.

In the event Pentair-Ireland is in an offer period pursuant to the Irish Takeover Rules, accelerated disclosure provisions apply for persons holding an interest in Pentair-Ireland securities of 1% or more.

Anti-Takeover Provisions

Irish Takeover Rules and Substantial Acquisition Rules

A transaction in which a third party seeks to acquire 30% or more of the voting rights of Pentair-Ireland will be governed by the Irish Takeover Panel Act 1997 (the “Takeover Panel Act”) and the Irish Takeover Rules 2007 (as amended) (the “Irish Takeover Rules” or the “Takeover Rules”) made thereunder and will be regulated by the Irish Takeover Panel (the “Panel”). The “General Principles” of the Takeover Rules and certain important aspects of the Takeover Rules are described below.

General Principles

The Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Panel:

in the event of an offer, all holders of security of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;

the holders of the securities in the target company must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of the target company must give its views on the effects of implementation of the offer on employment, conditions of employment and the locations of the target company’s places of business;

the board of the target company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer;

false markets must not be created in the securities of the target company, the bidder or of any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted;

a bidder must announce an offer only after ensuring that he or she can fulfill in full, any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration;

a target company must not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities; and

a “substantial acquisition” of securities (whether such acquisition is to be effected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.

Mandatory Bid

Under certain circumstances, a person who acquires shares or other voting rights in Pentair-Ireland may be required under the Takeover Rules to make a mandatory cash offer for the remaining outstanding shares in Pentair-Ireland at a price not less than the highest price paid for the shares by the acquirer (or any parties acting in concert with the acquirer) during the previous 12 months. This mandatory bid requirement is triggered if an acquisition of shares would increase the aggregate holding of an acquirer (including the holdings of any parties acting in concert with the acquirer) to shares representing 30% or more of the voting rights in Pentair-Ireland, unless the Panel otherwise consents. An acquisition of shares by a person holding (together with its concert parties) shares representing between 30% and 50% of the voting rights in Pentair-Ireland would also trigger the mandatory bid requirement if, after giving effect to the acquisition, the percentage of the voting rights held by that person (together with its concert parties) would increase by 0.05% within a 12-month period. Any person (excluding any parties acting in concert with the holder) holding shares representing more than 50% of the voting rights of a company is not subject to these mandatory offer requirements in purchasing additional securities.

Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

If a person makes a voluntary offer to acquire outstanding Pentair-Ireland Ordinary Shares, the offer price must be no less than the highest price paid for Pentair-Ireland Ordinary Shares by the bidder or its concert parties during the three-month period prior to the commencement of the offer period. The Panel has the power to extend the “look back” period to 12 months if the Panel, taking into account the General Principles, believes it is appropriate to do so.

If the bidder or any of its concert parties has acquired Pentair-Ireland Ordinary Shares (i) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of the total Pentair-Ireland Ordinary Shares or (ii) at any time after the commencement of the offer period, the offer must be in cash (or accompanied by a full cash alternative) and the price per Pentair-Ireland Ordinary Shares must not be less than the highest price paid by the bidder or its concert parties during, in the case of (i), the 12-month period prior to the commencement of the offer period and, in the case of (ii), the offer period. The Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total Pentair-Ireland Ordinary Shares in the 12-month period prior to the commencement of the offer period if the Panel, taking into account the General Principles, considers it just and proper to do so.

An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

Substantial Acquisition Rules

The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of Pentair-Ireland. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of Pentair-Ireland is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of Pentair-Ireland and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

Frustrating Action

Under the Irish Takeover Rules, the Pentair-Ireland board of directors is not permitted to take any action which might frustrate an offer for the shares of Pentair-Ireland once the Pentair-Ireland board of directors has received an approach which may lead to an offer or has reason to believe an offer is imminent, subject to certain exceptions. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material acquisitions or disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which the Pentair-Ireland board of directors has reason to believe an offer is imminent. Exceptions to this prohibition are available where:

the action is approved by Pentair-Ireland’s shareholders at a general meeting; or

the Panel has given its consent, where:

(i)

it is satisfied the action would not constitute frustrating action;

(ii)

Pentair-Ireland shareholders that hold 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting;

(iii)

the action is taken in accordance with a contract entered into prior to the announcement of the offer; or

(iv)

the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

Certain other provisions of Irish law or the Pentair-Ireland Articles may be considered to have anti-takeover effects, including those described under the following captions in this Item 8.01: “Capital Structure—Authorized Share Capital”, “Preemption Rights, Share Warrants and Options” and “Disclosure of Interests in Shares”.

Corporate Governance

The Pentair-Ireland Articles allocate authority over the day-to-day management of Pentair-Ireland to the Pentair-Ireland board of directors. The Pentair-Ireland board of directors may then delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether directors or not) as it thinks fit, but regardless, the directors will remain responsible, as a matter of Irish law, for the proper management of the affairs of Pentair-Ireland. Committees may meet and adjourn as they determine proper. Unless otherwise determined by the Pentair-Ireland board of directors, the quorum necessary for the transaction of business at any committee meeting shall be a majority of the members of such committee then in office unless the committee shall consist of one or two members, in which case one member shall constitute a quorum.

Legal Name; Formation; Fiscal Year; Registered Office

The current legal and commercial name of Pentair-Ireland is Pentair plc. Pentair-Ireland was incorporated in Ireland on November 28, 2013 as a public limited company, under the name Pentair plc (registration number 536025). Pentair-Ireland’s fiscal year ends on December 31 and Pentair-Ireland’s registered address is Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland.

Appointment of Directors

The Companies Acts provide for a minimum of two directors. The Pentair-Ireland Articles provide that the number of directors will be not less than nine nor more than eleven and that the Pentair-Ireland board of directors shall determine the authorized number of directors. The minimum or maximum number of directors may be increased or reduced by a variation resolution of shareholders, provided however, that if a majority of the Pentair-Ireland board of directors makes a recommendation to the shareholders to change the minimum or maximum number of directors, then only an ordinary resolution of shareholders will be required.

Irish law requires majority voting for the election of directors, which could result in the number of directors falling below the authorized number of directors due to the failure of nominees to be elected. The Pentair-Ireland Articles provide that if the number of directors is reduced below the prescribed minimum number of directors, the remaining director or directors shall appoint as soon as practicable an additional director or additional directors to make up such prescribed minimum or shall convene a general meeting of Pentair-Ireland for the purpose of making such appointment. The Pentair-Ireland Articles provide that if, at any meeting of shareholders, the chairman determines that the number of persons properly nominated to serve as directors exceeds the authorized number of directors to be elected and the number of directors is reduced below such authorized number due to the failure of one or more directors to be elected or re-elected by a majority of the votes cast at such meeting, then of the persons properly nominated to be elected as directors, those receiving the highest number of votes in favor of election or re-election will be elected or re-elected as directors until the next annual general meeting. The Pentair-Ireland Articles provide that if, at any meeting of shareholders, resolutions are passed by a majority of the votes cast at such meeting in respect of the election or re-election of directors which would result in the authorized number of directors being exceeded, then those number of directors, as exceeds such authorized number, receiving at that meeting the lowest number of votes in favor of election or re-election shall not be elected or re-elected as a director.

At each annual general meeting of Pentair-Ireland, all the directors shall retire from office and be re-eligible for re-election. Upon the resignation or termination of office of any director, if a new director shall be appointed to the Pentair-Ireland board of directors he will be designated to fill the vacancy arising.

No person shall be appointed director unless nominated as follows:

by the affirmative vote of two-thirds of the board of directors of Pentair-Ireland;

with respect to election at an annual general meeting, by any shareholder who holds Ordinary Shares or other shares carrying the general right to vote at general meetings of Pentair-Ireland, who is a shareholder at the time of the giving of the notice and at the time of the relevant annual general meeting and who timely complies with the notice procedures set out in the Pentair-Ireland Articles; or

with respect to election at an extraordinary general meeting requisitioned in accordance with section 132 of the Companies Act 1963, by a shareholder or shareholders who hold Ordinary Shares or other shares carrying the general right to vote at general meetings of Pentair-Ireland and who make such nomination in the written requisition of the extraordinary general meeting. Directors shall be appointed as follows:

by shareholders by ordinary resolution at the annual general meeting in each year or at any extraordinary general meeting called for the purpose;

ii)

by the Pentair-Ireland board of directors in accordance with the Pentair-Ireland Articles; or

iii)

so long as there is in office a sufficient number of directors to constitute a quorum of the Pentair-Ireland board of directors, the directors shall have the power at any time and from time to time to appoint any person to be director, either to fill a vacancy in the Pentair-Ireland board of directors or as an addition to the existing directors but so that the total number of directors shall not any time exceed the maximum number provided for in the Pentair-Ireland Articles.

Removal of Directors

Under the Companies Acts, the shareholders may, by an ordinary resolution, remove a director from office before the expiration of his or her term at a meeting held on no less than 28 days’ notice and at which the director is entitled to be heard. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment contract) that the director may have against Pentair-Ireland in respect of his removal.

The Pentair-Ireland board of directors may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to

exceed the fixed number of directors. Any directors so appointed shall hold office only until the conclusion of the next annual general meeting of Pentair-Ireland unless he or she is re-elected. Pentair-Ireland may by ordinary resolution elect another person in place of a director removed from office and without prejudice to the powers of the directors under the Pentair-Ireland Articles, the company in general meeting may elect any person to be a director to fill a vacancy or an additional director, subject to the maximum number of directors set out in the Pentair-Ireland Articles.

Duration; Dissolution; Rights upon Liquidation

Pentair-Ireland’s duration will be unlimited. Pentair-Ireland may be dissolved and wound up at any time by way of a shareholders’ voluntary winding up or a creditors’ winding up. In the case of a shareholders’ voluntary winding-up, a special resolution of shareholders is required. Pentair-Ireland may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure where Pentair-Ireland has failed to file certain returns.

The rights of the shareholders to a return of Pentair-Ireland’s assets on dissolution or winding up, following the settlement of all claims of creditors, may be prescribed in the Pentair-Ireland Articles. If the memorandum and articles of association contain no specific provisions in respect of dissolution or winding up then, subject to the priorities of any creditors, the assets will be distributed to shareholders in proportion to the paid-up nominal value of the shares held. The Pentair-Ireland Articles provide that the ordinary shareholders of Pentair-Ireland are entitled to participate pro rata in a winding up.

Uncertificated Shares

Pentair-Ireland Ordinary Shares are issued in uncertificated form. Holders of Ordinary Shares do not have the right to request a certificate representing their Ordinary Shares.

Stock Exchange Listing

The Pentair-Ireland Ordinary Shares are listed under the symbol “PNR,”—the same symbol under which Pentair-Switzerland’s common shares were listed on the NYSE. Pentair-Ireland’s Ordinary Shares are not currently intended to be listed on the Irish Stock Exchange or any other exchange.

No Sinking Fund

The Pentair-Ireland Ordinary Shares have no sinking fund provisions.

No Liability for Further Calls or Assessments

The shares issued in the Merger are duly and validly issued and fully paid.

Transfer and Registration of Shares

The transfer agent for Pentair-Ireland maintains the share register, registration in which is determinative of membership in Pentair-Ireland. A shareholder of Pentair-Ireland who holds shares beneficially is not the holder of record of such shares. Instead, the depository or other nominee is the holder of record of those shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through a depository or other nominee is not registered in Pentair-Ireland’s official share register, as the depository or other nominee remains the record holder of any such shares.

A written instrument of transfer is required under Irish law to register on Pentair-Ireland’s official share register any transfer of shares (i) from a person who holds such shares directly to any other person, (ii) from a person who holds such shares beneficially to a person who holds such shares directly or (iii) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer is also required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid

prior to registration of the transfer on Pentair-Ireland’s official Irish share register. However, a shareholder who directly holds shares may transfer those shares into his or her own broker account (or vice versa) without giving rise to Irish stamp duty, provided that the shareholder has confirmed to Pentair-Ireland’s transfer agent that there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and the transfer is not made in contemplation of a sale of the shares.

Any transfer of Pentair-Ireland Ordinary Shares that is subject to Irish stamp duty is not registered in the name of the buyer unless an instrument of transfer was duly stamped and provided to the transfer agent. The Pentair-Ireland Articles allow Pentair-Ireland, in its absolute discretion, to create an instrument of transfer and pay (or procure the payment of) any stamp duty, which is the legal obligation of a buyer. In the event of any such payment, Pentair-Ireland is (on behalf of itself or its affiliates) entitled to (i) seek reimbursement from the buyer or seller (at its discretion), (ii) set-off the amount of the stamp duty against future dividends payable to the buyer or seller (at its discretion) and (iii) claim a lien against the Pentair-Ireland Ordinary Shares on which it has paid stamp duty. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Pentair-Ireland Ordinary Shares has been paid unless one or both of such parties is otherwise notified by Pentair-Ireland.

The Pentair-Ireland Articles delegate to Pentair-Ireland’s secretary or assistant secretary (or their nominees) the authority to execute an instrument of transfer on behalf of a transferring party.

In order to help ensure that the official share register is regularly updated to reflect trading of Pentair-Ireland Ordinary Shares occurring through normal electronic systems, Pentair-Ireland intends to regularly produce any required instruments of transfer in connection with any transactions for which it pays stamp duty (subject to the reimbursement and set-off rights described above). In the event that Pentair-Ireland notifies one or both of the parties to a share transfer that it believes stamp duty is required to be paid in connection with the transfer and that it will not pay the stamp duty, the parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from Pentair-Ireland for this purpose) or request that Pentair-Ireland execute an instrument of transfer on behalf of the transferring party in a form determined by Pentair-Ireland. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent required) and then provide it to Pentair-Ireland’s transfer agent, the buyer will be registered as the legal owner of the relevant shares on Pentair-Ireland’s official Irish share register (subject to the matters described below).

The directors may suspend registration of transfers from time to time, not exceeding 30 days in aggregate each year.

ITEM 9.01

Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired

Not applicable.

(b)

Pro Forma Financial Information

Not applicable.

(c)

Shell Company Transactions

Not applicable.

(d)

Exhibits

The exhibits listed in the accompanying Exhibit Index are being filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 3, 2014.


PENTAIR PLC Registrant

By:		/s/ Angela D. Lageson
		Angela D. Lageson Senior Vice President, General Counsel and Secretary

PENTAIR PLC

Exhibit Index to Current Report on Form 8-K

Dated June 3, 2014


Exhibit Number		Description

2.1		Merger Agreement, dated December 10, 2013, between Pentair Ltd. and Pentair plc. (incorporated by reference to Pentair Ltd.’s Current Report on Form 8-K Filed on December 10, 2013)

3.1		Amended and Restated Articles of Association of Pentair plc.

10.1		Pentair plc 2012 Stock and Incentive Plan, as amended and restated.

10.2		Pentair plc 2008 Omnibus Stock Incentive Plan, as amended and restated.

10.3		Pentair plc Omnibus Stock Incentive Plan, as amended and restated.

10.4		Pentair plc Outside Directors Nonqualified Stock Option Plan, as amended and restated.

10.5		Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated.

10.6		Pentair plc Compensation Plan for Non-Employee Directors, as amended and restated.

10.7		Form of Executive Officer Stock Option Grant Agreement.

10.8		Form of Executive Officer Restricted Stock Unit Grant Agreement.

10.9		Form of Executive Officer Performance Unit Grant Agreement.

10.10		Form of Non-Employee Director Stock Option Grant Agreement.

10.11		Form of Non-Employee Director Restricted Stock Unit Grant Agreement.

10.12		Pentair, Inc. Non-Qualified Deferred Compensation Plan effective January 1, 2009, as amended and restated.

10.13		Pentair, Inc. Supplemental Executive Retirement Plan effective January 1, 2009, as amended and restated.

10.14		Pentair, Inc. Restoration Plan effective January 1, 2009, as amended and restated.

10.15		Form of Deed of Indemnification for directors and executive officers of Pentair plc.

10.16		Form of Indemnification Agreement for directors and executive officers of Pentair plc.

14.1		Pentair plc Code of Conduct.

Exhibit 3.1

Companies Acts 1963 to 2013

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM and ARTICLES OF ASSOCIATION

PENTAIR PUBLIC LIMITED COMPANY

(Amended and restated by Special Resolution dated 20 May 2014)

LOGO

D UBLIN

Cert. No: 536025

Companies Acts 1963 to 2013

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

PENTAIR PUBLIC LIMITED COMPANY

(Amended and restated by Special Resolution dated 20 May 2014)

1.	The name of the Company is Pentair public limited company.

2.	The Company is to be a public limited company.

3.	The objects for which the Company is established are:

3.1 (a)

To carry on the business of a holding company and to co-ordinate the administration, finances and activities of any subsidiary companies or associated companies, to do all lawful acts and things whatever that are necessary or convenient in carrying on the business of such a holding company and in particular to carry on in all its branches the business of a management services company, to act as managers and to direct or coordinate the management of other companies or of the business, property and estates of any company or person and to undertake and carry out all such services in connection therewith as may be deemed expedient by the Company’s board of directors and to exercise its powers as a member or shareholder of other companies.

(b)

To carry on all or any of the businesses of producers, manufacturers, servicers, buyers, sellers, and distributing agents of and dealers in all kinds of goods, products, merchandise and real and personal property of every class and description; and to acquire, own, hold, lease, sell, mortgage, or otherwise deal in and dispose of such real estate and personal property as may be necessary or useful in connection with said business or the carrying out of any of the purposes of the Company.

(c)

To acquire by way of merger governed by the laws of the Swiss Confederation under the principle of universal succession the entire business, including all of the assets, liabilities, rights and obligations, howsoever arising, of Pentair Ltd, a company incorporated pursuant to the laws of the Swiss Confederation.

3.2

To acquire shares, stocks, debentures, debenture stock, bonds, obligations and securities by original subscription, tender, purchase, exchange or otherwise and to subscribe for the same either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.

3.3

To facilitate and encourage the creation, issue or conversion of and to offer for public subscription debentures, debenture stocks, bonds, obligations, shares, stocks, and securities and to act as trustees in connection with any such securities and to take part in the conversion of business concerns and undertakings into companies.

3.4

To purchase or by any other means acquire any freehold, leasehold or other property and in particular lands, tenements and hereditaments of any tenure, whether subject or not to any charges or encumbrances, for any estate or interest whatever, and any rights, privileges or easements over or in respect of any property, and any buildings, factories, mills, works, wharves, roads, machinery, engines, plant, live and dead stock, barges, vessels or things, and any real or personal property or rights whatsoever which may be necessary for, or may conveniently be used with, or may enhance the value or property of the Company, and to hold or to sell, let, alienate, mortgage, charge or otherwise deal with all or any such freehold, leasehold, or other property, lands, tenements or hereditaments, rights, privileges or easements.

3.5

To sell or otherwise dispose of any of the property or investments of the Company.

3.6

To establish and contribute to any scheme for the purchase of shares in the Company to be held for the benefit of the Company’s employees and to lend or otherwise provide money to such schemes or the Company’s employees or the employees of any of its subsidiary or associated companies to enable them to purchase shares of the Company.

3.7

To grant, convey, transfer or otherwise dispose of any property or asset of the Company of whatever nature or tenure for such price, consideration, sum or other return whether equal to or less than the market value thereof and whether by way of gift or otherwise as the Directors shall deem fit and to grant any fee, farm grant or lease or to enter into any agreement for letting or hire of any such property or asset for a rent or return equal to or less than the market or rack rent therefor or at no rent and subject to or free from covenants and restrictions as the Directors shall deem appropriate.

3.8

To acquire and undertake the whole or any part of the business, good-will and assets of any person, firm or company carrying on or proposing to carry on any business and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into any arrangement for sharing profits, or for co-operation, or for limiting competition or for mutual assistance with any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain or sell, mortgage or deal with any shares, debentures, debenture stock or securities so received.

3.9

To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, concessions and the like conferring any exclusive or non-exclusive or limited rights to use or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property, rights or information so acquired.

3.10

To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as directly to benefit this Company.

3.11

To invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may from time to time be determined.

3.12

To lend money to and guarantee the performance of the contracts or obligations of any company, firm or person, and the repayment of the capital and principal of, and dividends, interest or premiums payable on, any stock, shares and securities of any company, whether having objects similar to those of this Company or not, and to give all kinds of indemnities.

3.13

To engage in currency exchange and interest rate transactions including, but not limited to, dealings in foreign currency, spot and forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars and any other foreign exchange or interest rate hedging arrangements and such other instruments as are similar to, or derived from, any of the foregoing whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other exposure or for any other purpose.

3.14

To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (both present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of, any person, firm or company including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act 1963 (or any successor legislation) or a subsidiary as therein defined of any such holding company or otherwise associated with the Company in business.

3.15

To borrow or secure the payment of money in such manner as the Company shall think fit, and in particular by the issue of debentures, debenture stocks, bonds, obligations and securities of all kinds, either perpetual or terminable and either redeemable or otherwise and to secure the repayment of any money borrowed, raised or owing by trust deed, mortgage, charge, or lien upon the whole or any part of the Company’s property or assets (whether present or future) including its uncalled capital, and also by a similar trust deed, mortgage, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake.

3.16

To draw, make, accept, endorse, discount, execute, negotiate and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.

3.17

To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company, or carrying on any business capable of being conducted so as directly or indirectly to benefit this Company.

3.18

To hold in trust as trustees or as nominees and to deal with, manage and turn to account, any real or personal property of any kind, and in particular shares, stocks, debentures, securities, policies, book debts, claims and chases in actions, lands, buildings, hereditaments, business concerns and undertakings, mortgages, charges, annuities, patents, licences, and any interest in real or personal property, and any claims against such property or against any person or company.

3.19

To constitute any trusts with a view to the issue of preferred and deferred or other special stocks or securities based on or representing any shares, stocks and other assets specifically appropriated for the purpose of any such trust and to settle and regulate and if thought fit to undertake and execute any such trusts and to issue, dispose of or hold any such preferred, deferred or other special stocks or securities.

3.20

To give any guarantee in relation to the payment of any debentures, debenture stock, bonds, obligations or securities and to guarantee the payment of interest thereon or of dividends on any stocks or shares of any company.

3.21

To construct, erect and maintain buildings, houses, flats, shops and all other works, erections, and things of any description whatsoever either upon the lands acquired by the Company or upon other lands and to hold, retain as investments or to sell, let, alienate, mortgage, charge or deal with all or any of the same and generally to alter, develop and improve the lands and other property of the Company.

3.22

To provide for the welfare of persons in the employment of or holding office under or formerly in the employment of or holding office under the Company including Directors and ex-Directors of the Company and the wives, widows and families, dependants or connections of such persons by grants of money, pensions or other payments and by forming and contributing to pension, provident or benefit funds or profit sharing or co-partnership schemes for the benefit of such persons and to form, subscribe to or otherwise aid charitable, benevolent, religious, scientific, national or other institutions, exhibitions or objects which shall have any moral or other claims to support or aid by the Company by reason of the locality of its operation or otherwise.

3.23

To remunerate by cash payments or allotment of shares or securities of the Company credited as fully paid up or otherwise any person or company for services rendered or to be rendered to the Company whether in the conduct or management of its business, or in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital, or any debentures or other securities of the Company or in or about the formation or promotion of the Company.

3.24

To enter into and carry into effect any arrangement for joint working in business or for sharing of profits or for amalgamation with any other company or association or any partnership or person carrying on any business within the objects of the Company.

3.25

To distribute in specie or otherwise as may be resolved, any assets of the Company among its members and in particular the shares, debentures or other securities of any other company belonging to this Company or of which this Company may have the power of disposing.

3.26

To vest any real or personal property, rights or interest acquired or belonging to the Company in any person or company on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company.

3.27

To transact or carry on any business which may seem to be capable of being conveniently carried on in connection with any of these objects or calculated directly or indirectly to enhance the value of or facilitate the realisation of or render profitable any of the Company’s property or rights.

3.28

To accept stock or shares in or debentures, mortgages or securities of any other company in payment or part payment for any services rendered or for any sale made to or debt owing from any such company, whether such shares shall be wholly or partly paid up.

3.29

To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Company or which the Company shall consider to be preliminary thereto and to issue shares as fully or in part paid up, and to pay out of the funds of the Company all brokerage and charges incidental thereto.

3.30

To procure the Company to be registered or recognised in any part of the world.

3.31

To do all or any of the matters hereby authorised in any part of the world or in conjunction with or as trustee or agent for any other company or person or by or through any factors, trustees or agents.

3.32

To make gifts, pay gratuities or grant bonuses to current and former Directors (including substitute and alternate directors), officers or employees of the Company or to make gifts or pay gratuities to any person on their behalf or to charitable organisations, trusts or other bodies corporate nominated by any such person.

3.33

To do all such other things that the Company may consider incidental or conducive to the attainment of the above objects or as are usually carried on in connection therewith.

3.34

To carry on any business which the Company may lawfully engage in and to do all such things incidental or conducive to the business of the Company.

3.35

To make or receive gifts by way of capital contribution or otherwise.

The objects set forth in any sub-clause of this clause shall be regarded as independent objects and shall not, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any other sub-clause, or by the name of the Company. None of such sub-clauses or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned in the first sub-clause of this clause, but the Company shall have full power to exercise all or any of the powers conferred by any part of this clause in any part of the world notwithstanding that the business, property or acts proposed to be transacted, acquired or performed do not fall within the objects of the first sub-clause of this clause.

NOTE:

It is hereby declared that the word “company” in this clause, except where used in reference to this Company shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Ireland or elsewhere and the intention is that the objects specified in each paragraph of this clause shall except where otherwise expressed in such paragraph be in no way limited or restricted by reference to or inference from the terms of any other paragraph.

4.	The share capital of the Company is US$4,260,000 and €40,000 divided into 426,000,000 Ordinary Shares of US$0.01 each and 40,000 Ordinary Shares of €1.00 each.

5.	The liability of the members is limited.

The shares forming the capital, increased or reduced, may be increased or reduced and be divided into such classes and issued with any special rights, privileges and conditions or with such qualifications as regards preference, dividend, capital, voting or other special incidents, and be held upon such terms as may be attached thereto or as may from time to time be provided by the original or any substituted or amended articles of association and regulations of the Company for the time being, but so that where shares are issued with any preferential or special rights attached thereto such rights shall not be alterable otherwise than pursuant to the provisions of the Company’s articles of association for the time being.

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association and we agree to take the number of shares in the capital of the company set opposite our respective names.


Names, addresses and descriptions of subscribers		Number of shares taken by each subscriber
/s/ Fintan Clancy
For and on behalf of
Enceladus Holding Limited		39,994 Ordinary Shares of One Euro each
Arthur Cox Building
Earlsfort Terrace
Dublin 2
Corporate Body

/s/ James Heary
For and on behalf of
DJR Nominees Limited		One Ordinary Share of One Euro each
Arthur Cox Building
Earlsfort Terrace
Dublin 2
Corporate Body

/s/ James Heary
For and on behalf of		One Ordinary Share of One Euro each
Fand Limited
Arthur Cox Building
Earlsfort Terrace
Dublin 2
Corporate Body

/s/ James Heary
For and on behalf of
Arthur Cox Nominees Limited		One Ordinary Share of One Euro each
Arthur Cox Building
Earlsfort Terrace
Dublin 2
Corporate Body

/s/ James Heary
For and on behalf of
Arthur Cox Registrars Limited		One Ordinary Share of One Euro each
Arthur Cox Building
Earlsfort Terrace
Dublin 2
Corporate Body

/s/ James Heary
For and on behalf of
Arthur Cox Trust Services Limited		One Ordinary Share of One Euro each
Arthur Cox Building
Earlsfort Terrace
Dublin 2
Corporate Body

/s/ James Heary
For and on behalf of
Arthur Cox Trustees Limited		One Ordinary Share of One Euro each
Arthur Cox Building
Earlsfort Terrace
Dublin 2
Solicitor


Dated the 26 ^th day of November 2013

Witness to the above signatures:

		/s/ Emma Hickey

Name:		Emma Hickey

Address:		ARTHUR COX BUILDING
		EARLSFORT TERRACE
		DUBLIN 2

Occupation:		COMPANY SECRETARY

COMPANIES ACTS 1963 TO 2013

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

-of-

PENTAIR PUBLIC LIMITED COMPANY

(Amended and restated by Special Resolution dated 20 May 2014)

PRELIMINARY

1.	The regulations contained in Table A in the First Schedule to the Companies Act 1963 shall not apply to the Company.

2. (a)

In these articles:

“1983 Act” means the Companies (Amendment) Act 1983.

“1990 Act” means the Companies Act 1990 (No. 33 of 1990).

“1996 Regulations” means the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996, S.I. No. 68 of 1996, including any modification thereof or any regulations in substitution thereof made under Section 239 of the 1990 Act and for the time being in force.

“2013 Act” means the Companies (Miscellaneous Provisions) Act 2013.

“Act” means the Companies Act 1963 (No. 33 of 1963) as amended by the Companies Acts 1977 to 2012 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, the Companies (Amendment) Act 2009, the Companies (Miscellaneous Provisions) Act 2009, the Companies (Amendment) Act 2012 and the Companies (Miscellaneous Provisions) Act 2013, all enactments which are to be read as one with, or construed or read together as one with, the Acts and every statutory modification and re-enactment thereof for the time being in force.

“Acts” means the Companies Acts 1963 to 2005 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, the Companies (Amendment) Act 2009, the Companies (Miscellaneous Provisions) Act 2009, the Companies (Amendment) Act 2012 and the Companies (Miscellaneous Provisions) Act 2013, all enactments which are to be read as one with, or construed or read together as one with, the Companies Acts and every statutory modification and re-enactment thereof for the time being in force.

“address” includes any number or address used for the purposes of communication by way of electronic mail or other electronic communication.

“Assistant Secretary” means any person appointed by the Secretary from time to time to assist the Secretary.

“Beneficially Own” or “Beneficially Owned”, with respect to shares or other securities of the Company and any person, shall mean shares or other securities of the Company of which such person is, directly or indirectly, the Beneficial Owner.

“Beneficial Owner”, with respect to shares or other securities of the Company, shall mean such person which Beneficially Owns such shares or other securities, within the meaning of Section 13(d) of the Exchange Act and the rules and regulations thereunder (including for the avoidance of doubt any shares or other securities that such person directly owns), provided that (a) the determination as to whether a person has Beneficial Ownership of a share or other

security pursuant to Rule 13d-3(d)(1) under the Exchange Act shall be made without regard to whether or not such person has the right to acquire beneficial ownership of such share or other security within sixty days, (b) a person shall be deemed to be the Beneficial Owner of shares or other securities which are the subject of, or the reference securities for, or that underlie, any derivative security (as defined under Rule 16a-1 under the Exchange Act) held by such person that increase in value as the value of the underlying share or other security increases, including a long convertible security, a long call option and a short put option position and such underlying shares or other securities shall be deemed to be owned, in each case, regardless of whether (i) such derivative security conveys any voting rights in such shares or other securities, (ii) such derivative security is required to be, or is capable of being, settled through delivery of such shares or other securities or (iii) transactions hedge the economic effect of such derivative security, (c) a person shall be deemed to have beneficial ownership over shares or other securities for which such person holds a proxy or other contractual voting power (including contingent rights) unless such voting power arises solely from a revocable proxy or consent given to such person in response to a public proxy or consent solicitation made generally to all holders of such shares or other securities pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act and (d) the Board or a committee designated by the Board may set out further details regarding the determination of Beneficial Ownership in separate regulations.

When two or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of shares or other securities of the Company, the group formed thereby shall be considered to be one person that beneficially owns all shares or other securities owned by the group in the aggregate (as may be further set out by the Board or a committee designated by the Board in separate regulations)

“Clear Days” in relation to the period of notice, means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

“Chairman” means the Director who is elected by the Directors from time to time to preside as chairman at all meetings of the Board and at general meetings of the Company.

“CSD Regulation” means any regulation of the European Parliament and of the Council on improving securities settlement in the European Union and on central securities depositories and amending Directive 98/26/EC.

“electronic communication” has the meaning given to those words in the Electronic Commerce Act 2000.

“electronic signature” has the meaning given to those words in the Electronic Commerce Act 2000.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, of the United States of America.

“Ordinary Resolution” means an ordinary resolution of the Company’s members of which the requisite notice has been given and which has been passed by a simple majority of those present in person or by proxy at the meeting and who were entitled to vote.

“Properly Authenticated Dematerialised Instruction” has the meaning given to it in the 1996 Regulations.

“person” means any individual, general or limited partnership, corporation, association, trust, estate, company (including a limited liability company) or any other entity or organisation including a government, a political subdivision or agency or instrumentality thereof, provided that for purposes of determining Beneficial Ownership and voting rights, those associated through capital, voting power, joint management or in any other way, or joining for the acquisition of shares, as well as all persons achieving an understanding or forming a syndicate or otherwise acting in concert to circumvent the regulations concerning the limitation on registration or voting, shall be regarded as one person.

“public announcement” means disclosure in a press release reported by a national news service or in a document publicly filed by the Company with the U.S. Securities and Exchange Commission pursuant to section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

“Redeemable Shares” means redeemable shares in accordance with section 206 of the 1990 Act.

“Register” means the register of members to be kept as required in accordance with section 116 of the Act.

“Relevant System” has the meaning given to it in the 1996 Regulations.

“Special Resolution” means a special resolution of the Company’s members within the meaning of section 141 of the Act.

“subsidiary” has the meaning given to it in section 155 of the Act.

“the Company” means the company whose name appears in the heading to these articles.

“the Directors” or “the Board” means the directors from time to time and for the time being of the Company or the directors present at a meeting of the board of directors and includes any person occupying the position of director by whatever name called.

“the Group” means the Company and its subsidiaries from time to time and for the time being.

“the Holder” in relation to any share, means the member whose name is entered in the Register as the holder of the share or, where the context permits, the members whose names are entered in the Register as the joint holders of shares.

“the Office” means the registered office from time to time and for the time being of the Company.

“the seal” means the common seal of the Company.

“the Secretary” means any person appointed to perform the duties of the secretary of the Company.

“these articles” means the articles of association of which this article 2 forms part, as the same may be amended and may be from time to time and for the time being in force.

“Variation Resolution” means a resolution of the Company’s members passed by a two-thirds majority of those present in person or by proxy at a meeting of the Company’s members who are entitled to attend and vote at such meeting.

(b)

Expressions in these articles referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form except as provided in these articles and/or where it constitutes writing in electronic form sent to the Company, and the Company has agreed to its receipt in such form. Expressions in these articles referring to execution of any document shall include any mode of execution whether under seal or under hand or any mode of electronic signature as shall be approved by the Directors. Expressions in these articles referring to receipt of any electronic communications shall, unless the contrary intention appears, be limited to receipt in such manner as the Company has approved.

(c)

Unless the contrary intention appears, words or expressions contained in these articles shall bear the same meaning as in the Acts or in any statutory modification thereof in force at the date at which these articles become binding on the Company.

(d)

A reference to a statute or statutory provision shall be construed as a reference to the laws of Ireland unless otherwise specified and includes:

(i)

any subordinate legislation made under it including all regulations, by-laws, orders and codes made thereunder;

(ii)

any repealed statute or statutory provision which it re-enacts (with or without modification); and

(iii)

any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it.

(e)

The masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall include the plural, and vice versa, and words importing persons shall include firms or companies.

(f)

Reference to US$, USD, or dollars shall mean the currency of the United States of America and to €, euro, EUR or cent shall mean the currency of Ireland.

SHARE CAPITAL AND VARIATION OF RIGHTS

3. (a)

The share capital of the Company is US$4,260,000 and €40,000 divided into 426,000,000 Ordinary Shares of US$0.01each and 40,000 Ordinary Shares of €1.00 each.

(b)

The rights and restrictions attaching to the ordinary shares shall be as follows:

(i)

subject to the right of the Company to set record dates for the purposes of determining the identity of members entitled to notice of and/or to vote at a general meeting, the right to attend and speak at any general meeting of the Company and to exercise one vote per ordinary share held at any general meeting of the Company;

(ii)

the right to participate pro rata in all dividends declared by the Company; and

(iii)

the right, in the event of the Company’s winding up, to participate pro rata in the total assets of the Company.

The rights attaching to the ordinary shares may be subject to the terms of issue of any series or class of preferred shares allotted by the Directors from time to time.

(c)

An ordinary share shall be deemed to be a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade between the Company and any third party pursuant to which the Company acquires or will acquire ordinary shares, or an interest in ordinary shares, from such third party. In these circumstances, the acquisition of such shares or interest in shares by the Company shall constitute the redemption of a Redeemable Share in accordance with Part XI of the 1990 Act.

4.	Subject to the provisions of Part XI of the 1990 Act and the other provisions of this article, the Company may:

(a)

pursuant to section 207 of the 1990 Act, issue any shares of the Company which are to be redeemed or are liable to be redeemed at the option of the Company or the member on such terms and in such manner as may be determined by the Company in general meeting (by Special Resolution) on the recommendation of the Directors; or

(b)

subject to and in accordance with the provisions of the Acts and without prejudice to any relevant special rights attached to any class of shares, pursuant to section 211 of the 1990 Act, purchase any of its own shares (including any Redeemable Shares and without any obligation to purchase on any pro rata basis as between members or members of the same class) and may cancel any shares so purchased or hold them as treasury shares (as defined in section 209 of the 1990 Act) and may reissue any such shares as shares of any class or classes.

(c)

pursuant to Section 210 of the 1990 Act, convert any of its shares into redeemable shares.

Without prejudice to any special rights previously conferred on the Holders of any existing shares or class of shares, any share in the Company may be issued with such preferred or deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine.

6. (a)

Subject to the provisions of these articles relating to new shares, the shares shall be at the disposal of the Directors, and they may (subject to the provisions of the Acts) allot, grant options over or otherwise dispose of them to such persons, on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its members, but so that no share shall be issued at a discount save in accordance with sections 26(5) and 28 of the 1983 Act, and so that, in the case of shares offered to the public for subscription, the amount payable on application on each share shall not be less than one-quarter of the nominal amount of the share and the whole of any premium thereon.

(b)

Subject to any requirement to obtain the approval of members under any laws, regulations or the rules of any stock exchange to which the Company is subject, the Board is authorised, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the Board deems advisable, options to purchase or subscribe for such number of shares of any class or classes or of any series of any class as the Board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued.

(c)

The Directors are, for the purposes of section 20 of the 1983 Act, generally and unconditionally authorised to exercise all powers of the Company to allot and issue relevant securities (as defined by the said section 20) up to the amount of Company’s authorised share capital and to allot and issue any shares purchased by the Company pursuant to the provisions of Part XI of the 1990 Act and held as treasury shares and this authority shall expire five years from the date of adoption of these articles. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement notwithstanding that the authority hereby conferred has expired.

(d)

The Directors are hereby empowered pursuant to sections 23 and 24(1) of the 1983 Act to allot equity securities within the meaning of the said section 23 for cash pursuant to the authority conferred by paragraph (c) of this article as if section 23(1) of the said 1983 Act did not apply to any such allotment. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this paragraph (d) had not expired.

(e)

Nothing in these articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by any allottee in favour of some other person.

The Company may pay commission to any person in consideration of a person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company on such terms and subject to such conditions as the Directors may determine, including, without limitation, by paying cash or allotting and issuing fully or partly paid shares or any combination of the two. The Company may also, on any issue of shares, pay such brokerage as may be lawful.

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder.

No person shall be entitled to a share certificate in respect of any ordinary share held by them in the share capital of the Company, whether such ordinary share was allotted or transferred to them, and the Company shall not be bound to issue a share certificate to any such person entered in the Register.

10.

The Company shall not give, whether directly or indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in its holding company, except as permitted by section 60 of the Act.

11. (a)

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Directors, at any time, may declare any share to be wholly or in part exempt from the provisions of this article. The Company’s lien on a share shall extend to all moneys payable in respect of it.

(b)

The Company may sell in such manner as the Directors determine any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen Clear Days after notice demanding payment, and stating that if the notice is not complied with the share may be sold, has been given to the Holder of the share or to the person entitled to it by reason of the death or bankruptcy of the Holder.

(c)

To give effect to a sale, the Directors may authorise some person to execute an instrument of transfer of the share sold to, or in accordance with the directions of, the purchaser. The transferee shall be entered in the Register as the Holder of the share comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the sale, and after the name of the transferee has been entered in the Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

(d)

The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable and any residue (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) shall be paid to the person entitled to the shares at the date of the sale.

12. (a)

Subject to the terms of allotment, the Directors may make calls upon the members in respect of any moneys unpaid on their shares and each member (subject to receiving at least fourteen Clear Days’ notice specifying when and where payment is to be made) shall pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may be revoked before receipt by the Company of a sum due thereunder, in whole or in part and payment of a call may be postponed in whole or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

(b)

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

(c)

The joint Holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

(d)

If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Acts) but the Directors may waive payment of the interest wholly or in part.

(e)

An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these articles shall apply as if that amount had become due and payable by virtue of a call.

(f)

Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the Holders in the amounts and times of payment of calls on their shares.

(g)

The Directors, if they think fit, may receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may pay (until the same would, but for such advance, become payable) interest at such rate, not exceeding (unless the Company in general meeting otherwise directs) 15% per annum, as may be agreed upon between the Directors and the member paying such sum in advance.

(h) (i)

If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors, at any time thereafter and during such times as any part of the call or instalment remains unpaid, may serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued.

(ii)

The notice shall name a further day (not earlier than the expiration of fourteen Clear Days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

(iii)

If the requirements of any such notice as aforesaid are not complied with then, at any time thereafter before the payment required by the notice has been made, any shares in respect of which the notice has been given may be forfeited by a resolution of the Directors to that effect. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.

(iv)

On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient to prove that the name of the member sued is entered in the Register as the Holder, or one of the Holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the member sued, in pursuance of these articles, and it shall not be necessary to prove the appointment of the Directors who made such call nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

(i)

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal such a share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the share to that person. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and thereupon he shall be registered as the Holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

(j)

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but nevertheless shall remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, without any deduction or allowance for the value of the shares at the time of forfeiture but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.

(k)

A statutory declaration that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited on the date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

(l)

The provisions of these articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

(m)

The Directors may accept the surrender of any share which the Directors have resolved to have been forfeited upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it has been forfeited.

TRANSFER OF SHARES

13. (a)

The instrument of transfer of any share may be executed for and on behalf of the transferor by the Secretary, an Assistant Secretary or any such person that the Secretary or an Assistant Secretary nominates for that purpose (whether in respect of specific transfers or pursuant to a general standing authorisation), and the Secretary, Assistant Secretary or the relevant nominee shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the members in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class and number of shares agreed to be transferred, the date of the agreement to transfer shares and the price per share, shall, once executed by the transferor or the Secretary, Assistant Secretary or the relevant nominee as agent for the transferor, be deemed to be a proper instrument of transfer for the purposes of section 81 of the Act. The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered on the Register in respect thereof, and neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine.

(b)

The Company, at its absolute discretion, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set-off the stamp duty against any dividends payable to the transferee of those shares and (iii) claim a first and permanent lien on the shares on which stamp duty has been paid by the Company or its subsidiary for the amount of stamp duty paid. The Company’s lien shall extend to all dividends paid on those shares.

(c)

Notwithstanding the provisions of these articles and subject to any regulations made under section 239 of the 1990 Act, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with section 239 of the 1990 Act or any regulations made thereunder. The Directors shall have power to permit any class of shares to be held in uncertificated form and to implement any arrangements they think fit for such evidencing and transfer which accord with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions in these articles with respect to the requirement for written instruments of transfer and share certificates (if any), in order to give effect to such regulations.

14.

Subject to such of the restrictions of these articles and to such of the conditions of issue of any share warrants as may be applicable, the shares of any member and any share warrant may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve.

15. (a)

The Directors in their absolute discretion and without assigning any reason therefor may decline to register:

(i)

any transfer of a share which is not fully paid; or

(ii)

any transfer to or by a minor or person of unsound mind;

but this shall not apply to a transfer of such a share resulting from a sale of the share through a stock exchange on which the share is listed.

(b)

The Directors may decline to recognise any instrument of transfer unless:

(i)

the instrument of transfer is accompanied by any evidence the Directors may reasonably require to show the right of the transferor to make the transfer;

(ii)

the instrument of transfer is in respect of one class of share only;

(iii)

the instrument of transfer is in favour of not more than four transferees; and

(iv)

it is lodged at the Office or at such other place as the Directors may appoint.

16.	If the Directors refuse to register a transfer, they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.

17. (a)

The Directors may from time to time fix a record date for the purposes of determining the rights of members to notice of and/or to vote at any general meeting of the Company. The record date shall not precede the date upon which the resolution fixing the record date is adopted by the Directors, and the record date shall be not more than 60 nor less than ten days before the date of such meeting. If no record date is fixed by the Directors, the record date for determining members entitled to notice of or to vote at a meeting of the members shall be the close of business on the day next preceding the day on which notice is given. Unless the Directors determine otherwise, a determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment or postponement of the meeting.

(b)

In order that the Directors may determine the members entitled to receive payment of any dividend or other distribution or allotment of any rights or the members entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 nor less than 10 days prior to such action. If no record date is fixed, the record date for determining members for such purpose shall be at the close of business on the day on which the Directors adopt the resolution relating thereto.

18.	Registration of transfers may be suspended at such times and for such period, not exceeding in the whole 30 days in each year, as the Directors may from time to time determine subject to the requirements of section 121 of the Act.

19.	All instruments of transfer shall upon their being lodged with the Company remain the property of the Company and the Company shall be entitled to retain them.

20.

Subject to the provisions of these articles, whenever as a result of a consolidation of shares or otherwise any members would become entitled to fractions of a share, the Directors may sell or cause to be sold, on behalf of those members, the shares representing the fractions for the best price reasonably obtainable to any person and distribute the proceeds of sale (subject to any applicable tax and abandoned property laws) in due proportion among those members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

21.

Notwithstanding the provisions of these articles and subject to any CSD Regulation or any regulations made under section 239 of the 1990 Act, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with any CSD Regulation or section 239 of the 1990 Act or any regulations made thereunder. The Directors shall have power to permit any class of shares to be held in uncertificated form and to implement any arrangements they think fit for such evidencing and transfer which accord with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions in these articles with respect to the requirement for written instruments of transfer and share certificates, in order to give effect to such regulations.

TRANSMISSION OF SHARES

22.

In the case of the death of a member, the survivor or survivors where the deceased was a joint Holder, and the personal representatives of the deceased where he was a sole Holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint Holder from any liability in respect of any share which had been jointly held by him with other persons.

23.

Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as herein provided, elect either to be registered himself as Holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the shares by that member before his death or bankruptcy, as the case may be.

24.

If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have another person registered, he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice of transfer were a transfer signed by that member.

25.

A person becoming entitled to a share by reason of the death or bankruptcy of the Holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to the meetings of the Company, so, however, that the Directors may at any time give notice requiring such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 days, the Directors may thereupon withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

ALTERATION OF CAPITAL

26.	The Company may from time to time by Variation Resolution increase the authorised share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.

27.	The Company may by Ordinary Resolution:

(a)

consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(b)

subdivide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association subject, nevertheless, to section 68(1)(d) of the Act; or

(c)

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled.

28.	The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with and subject to any incident authorised, and consent required, by law.

GENERAL MEETINGS

29.

The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. This article shall not apply in the case of the first general meeting, in respect of which the Company shall convene the meeting within the time periods required by the Act.

30.	Subject to section 140 of the Act, all general meetings of the Company may be held outside of Ireland.

31.	All general meetings other than annual general meetings shall be called extraordinary general meetings.

32.	The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided in section 132 of the Act.

33.	All provisions of these articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the Holders of any class of shares in the capital of the Company, except that:

(a)

the necessary quorum shall be such person or persons holding or representing by proxy (whether or not such Holder actually exercises his voting rights in whole, in part or at all at the relevant general meeting) at least a majority in nominal value of the issued shares of the class, shall be deemed to constitute a meeting;

(b)

any Holder of shares of the class present in person or by proxy may demand a poll; and

(c)

on a poll, each Holder of shares of the class shall have one vote in respect of every share of the class held by him.

34.	A Director shall be entitled, notwithstanding that he is not a member, to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company.

NOTICE OF GENERAL MEETINGS

35. (a)

Subject to the provisions of the Acts allowing a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting shall be called by not less than 21 Clear Days’ notice.

(b)

Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a member of the Company. It shall also give particulars of any Directors who are to retire at the meeting and of any persons who are recommended by the Directors for appointment or re-appointment as Directors at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re-appointment as Directors at the meeting. Provided that the latter requirement shall only apply where the intention to propose the person has been received by the Company in accordance with the provisions of these articles. Subject to any restrictions imposed on any shares, the notice of the meeting shall be given to all the members of the Company as of the record date set by the Directors and to the Directors and the Auditors.

(c)

The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.

36.

Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than twenty-eight days (or such shorter period as the Acts permit) before the meeting at which it is moved, and the Company shall give to the members notice of any such resolution as required by and in accordance with the provisions of the Acts.

PROCEEDINGS AT GENERAL MEETINGS

37.

All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the Directors and auditors, the election of Directors, the re-appointment of the retiring auditors and the fixing of the remuneration of the auditors.

38.

At any annual general meeting of the members, only such nominations of persons for election to the Board shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual general meeting, and proposals of other business to be properly brought before an annual meeting, nominations and proposals of other business must be: (a) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly made at the annual general meeting, by or at the direction of the Board or (c) otherwise properly requested to be brought before the annual general meeting by a member of the Company in accordance with these articles. For nominations of persons for election to the Board or proposals of other business to be properly requested by a member to be made at an annual general meeting, a member must (i) be a member at the time of giving of notice of such annual general meeting by or at the direction of the Board and at the time of the annual general meeting, (ii) be entitled to vote at such annual general meeting and (iii) comply with the procedures set forth in these articles as to such business or nomination. The immediately preceding sentence shall be the exclusive means for a member to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) before an annual general meeting of members.

39.

At any extraordinary general meeting of the members, only such business shall be conducted or considered, as shall have been properly brought before the meeting pursuant to the Company’s notice of meeting. To be properly brought before an extraordinary general meeting, proposals of business must be (a) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the extraordinary general meeting, by or at the direction of the Board, or (c) otherwise properly brought before the meeting by any members of the Company pursuant to the valid exercise of power granted to them under the Acts.

40.

Nominations of persons for election to the Board may be made at an extraordinary general meeting of members at which directors are to be elected pursuant to the Company’s notice of meeting (a) by or at the direction of the Board, (b) by any members of the Company pursuant to the valid exercise of power granted to them under the Acts, or (c) provided that the Board has determined that directors shall be elected at such meeting, by any member of the Company who (i) is a member at the time of giving of notice of such extraordinary general meeting and at the time of the extraordinary general meeting, (ii) is entitled to vote at the meeting and (iii) complies with the procedures set forth in these articles as to such nomination. The immediately preceding sentence shall be the exclusive means for a member to make nominations (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) before an extraordinary general meeting of members.

41.

Except as otherwise provided by law, the memorandum of association or these articles, the Chairman of any general meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the general meeting was made or proposed, as the case may be, in accordance with these articles and, if any proposed nomination or other business is not in compliance with these articles, to declare that no action shall be taken on such nomination or other proposal and such nomination or other proposal shall be disregarded.

42.

No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. The Holders of shares, present in person or by proxy (whether or not such Holder actually exercises his voting rights in whole, in part or at all at the relevant general meeting), entitling them to exercise a majority of the voting power of the Company on the relevant record date shall constitute a quorum. Abstentions and broker non-votes will be regarded as present for the purposes of establishing the presence of a quorum.

43.	Any general meeting duly called at which a quorum not present shall be adjourned and the Company shall provide notice pursuant to article 35 in the event that such meeting is to be reconvened.

44.

The Chairman, if any, of the Board shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting.

45.	If at any meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be Chairman of the meeting.

46.

The Chairman shall have all powers and authority necessary and appropriate to ensure the orderly conduct of the general meeting, including the power and authority to adjourn the meeting. The Chairman of the meeting may at any time without the consent of the meeting adjourn the meeting to another time and/or place if, in his opinion, it would facilitate the conduct of the business of the meeting to do so or if he is so directed by the Board. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

47.	At any general meeting a resolution put to the vote of the meeting shall be decided on a poll. The Board or the Chairman may determine the manner in which the poll is to be taken and the manner in which the votes are to be counted.

48.

A poll demanded on the election of the Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that on which the poll has been demanded may be proceeded with pending the taking of the poll.

49.	No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. On a poll, a Holder entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

ADVANCE NOTICE OF MEMBER BUSINESS AND NOMINATIONS

50.

Without qualification or limitation, subject to article 60, for any nominations or any other business to be properly brought before an annual general meeting by a member pursuant to article 38, the member must have given timely notice thereof (including, in the case of nominations, the completed and signed questionnaire, representation and agreement required by article 61), in writing to the Secretary, and such other business must otherwise be a proper matter for member action.

51.

To be timely, a member’s notice for any nominations or any other business to be properly brought before an annual general meeting by a member pursuant to article 38 shall be delivered to the Secretary at the Office not earlier than the close of business on the 70 ^th calendar day nor later than the 45 ^th calendar day prior to the first anniversary of the day of release to members of the Company’s definitive proxy statement (or in the case of the first annual general meeting of the Company, the definitive proxy statement of Pentair Ltd.) issued pursuant to Regulation 14A of the Exchange Act in respect of the preceding year’s annual general meeting; provided however, in the event that no annual general meeting of the members was held in the previous year (other than in respect of the first annual general meeting of the Company) or the date of the annual general meeting is changed by more than 30 days

from the date contemplated at the time of the previous year’s proxy statement, notice by the member must be so delivered not earlier than the close of business on the 100 ^th calendar day prior to the date of such annual general meeting and not later than the close of business on (a) 75 calendar days prior to the day of the contemplated annual general meeting or (b) the 10 ^th calendar day after the day on which public announcement or other notification to the members of the date of the contemplated annual general meeting is first made by the Company. In no event shall any adjournment or postponement of an annual general meeting, or the public announcement thereof, commence a new time period for the giving of a member’s notice as described above.

52.

Subject to article 60, in the event the Company calls an extraordinary general meeting of members for the purpose of electing one or more directors to the Board, any member may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company’s notice of meeting, provided that the member gives timely notice thereof (including the completed and signed questionnaire, representation and agreement required by article 61), in writing, to the Secretary.

53.

To be timely, a member’s notice for any nomination to be properly brought before such an extraordinary general meeting shall be delivered to the Secretary at the Office not earlier than the close of business on the 90 ^th calendar day prior to the date of such extraordinary general meeting and not later than the later of the close of business on (a) the 60 ^th calendar day before the date of the extraordinary general meeting or (b) the date that is ten days after the day on which public announcement of the date of the extraordinary general meeting and of the nominees proposed by the Board to be elected at such meeting is first made by the Company. In no event shall any adjournment or postponement of an extraordinary general meeting, or the public announcement thereof, commence a new time period for the giving of a member’s notice as described above.

54.	To be in proper form, a member’s notice (whether given pursuant to articles 50-51 or articles 52-53) to the Secretary must include the following, as applicable:

55.

As to the member giving the notice and the Beneficial Owner or Beneficial Owners, if any, on whose behalf the nomination or proposal is made, a member’s notice must set forth: (a) the name and address of such member, as they appear on the Company’s books, of such Beneficial Owner or Beneficial Owners, if any, and of their respective affiliates or associates or others acting in concert therewith, (b) (i) the class or series and number of shares of the Company which are, directly or indirectly, Beneficially Owned and owned of record by such member, such Beneficial Owner or Beneficial Owners and their respective affiliates or associates or others acting in concert therewith, (ii) any option, warrant, convertible security, share appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Company, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Company, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Company, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Company, through the delivery of cash or other property, or otherwise, and without regard to whether the member, the Beneficial Owner or Beneficial Owners, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company (any of the foregoing, a “Derivative Instrument”) directly or indirectly Beneficially Owned by such member, the Beneficial Owner or Beneficial Owners, if any, or any affiliates or associates or others acting in concert therewith, (iii) any proxy, contract, arrangement, understanding, or relationship pursuant to which such member has a right to vote any class or series of shares of the Company, (iv) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such member, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Company by, manage the risk of share price changes for, or increase or decrease the voting power of, such member with respect to any class or series of the shares of the Company, or which provides, directly or indirectly, the opportunity

to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Company (any of the foregoing, a “Short Interest”), (v) any rights to dividends on the shares of the Company Beneficially Owned by such member that are separated or separable from the underlying shares of the Company, (vi) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such member is a general partner or, directly or indirectly, Beneficially Owns an interest in a general partner of such general or limited partnership, (vii) any performance-related fees (other than an asset-based fee) that such member is entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, including without limitation any such interests held by members of such member’s immediate family sharing the same household, (viii) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Company held by such member, and (ix) any direct or indirect interest of such member in any contract with the Company, any affiliate of the Company or any principal competitor of the Company (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (c) a representation that such member intends to appear in person or by proxy at the general meeting to introduce the business specified in the agenda item included in such notice, (d) the dates upon which the member acquired such shares and (e) any other information relating to such member and Beneficial Owner or Beneficial Owners, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Regulation 14A of the Exchange Act.

56.

If the notice relates to any business other than a nomination of a director or directors that the member proposes to bring before the meeting, a member’s notice must, in addition to the matters set forth in article 55, also set forth: (a) a brief description of the business desired to be brought before the meeting, and the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend these articles, the text of the proposed amendment), (b) such member’s and Beneficial Owner’s or Beneficial Owners’ reasons for conducting such business at the meeting and (c) any material interest of such member and Beneficial Owner or Beneficial Owners, if any, in such business and a description of all agreements, arrangements and understandings between such member and Beneficial Owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such member.

57.

As to each person, if any, whom the member proposes to nominate for election or re-election to the Board, a member’s notice must, in addition to the matters set forth in article 55, also set forth: (a) the name and residence address of any person or persons to be nominated for election as a Director by such member (b) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such member and Beneficial Owner or Beneficial Owners, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K under the Exchange Act if the member making the nomination and any Beneficial Owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant (c) such other information regarding each nominee proposed by such member as would be required to be disclosed in solicitations of proxies for contested elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board and (d) the written consent of each nominee to be named in a proxy statement and to serve as a Director of the Company if so elected.

58.

With respect to each person, if any, whom the member proposes to nominate for election or re-election to the Board, a member’s notice must, in addition to the matters set forth in articles 55 and 57 above, also include a completed and signed questionnaire, representation and agreement required by article 61. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable member’s understanding of the independence, or lack thereof, of such nominee.

59.

Notwithstanding the provisions of these articles, a member shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in articles 50-61; provided, however, that any references in these articles to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the separate and additional requirements set forth in these articles with respect to nominations or proposals as to any other business to be considered pursuant to articles 37-41.

60.

Nothing in these articles shall be deemed to affect any rights (a) of members to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of members of the Company to bring business before an extraordinary general meeting pursuant to the valid exercise of power granted to them under the Acts. Subject to Rule 14a-8 under the Exchange Act, nothing in these articles shall be construed to permit any member, or give any member the right, to include or have disseminated or described in the Company’s proxy statement any nomination of director or directors or any other business proposal.

61.

Subject to the rights of members of the Company to propose nominations at an extraordinary general meeting pursuant to the valid exercise of power granted to them under the Acts, to be eligible to be a nominee for election or re-election as a director of the Company, a person must deliver (in accordance with the time periods prescribed for delivery of notice under articles 51 and 53) to the Secretary at the Office a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and, if elected as a director of the Company during his or her term office, will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Company, and will comply with all applicable corporate governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines of the Company publicly disclosed from time to time.

VOTES OF MEMBERS

62.	Subject to article 64 and any special rights or restrictions as to voting for the time being attached by or in accordance with these articles to any class of shares, on a poll every member who is present in person or by proxy shall have one vote for each share of which he is the Holder.

63.	When there are joint Holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Holders; and for this purpose, seniority shall be determined by the order in which the names stand in the Register.

64. (a)

A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction (whether in Ireland or elsewhere) in matters concerning mental disorder, may vote, by his committee, receiver, guardian or other person appointed by that court and any such committee, receiver, guardian or other person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the Office or at such other address as is specified in accordance with these articles for the receipt of appointments of proxy, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

(b)

If the Company is listed on any foreign stock exchange the Company shall be permitted to comply with the relevant rules and regulations (if any) that are applied in that jurisdiction with regard to this article 64, notwithstanding anything contained in this article 64.

(c)

No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive.

65.	Votes may be given either personally or by proxy.

66. (a)

Every member entitled to attend and vote at a general meeting may appoint one or more proxies to attend, speak and vote on his behalf. The appointment of a proxy shall be in any form which the Directors may approve and, if required by the Company, shall be signed by or on behalf of the appointor. In relation to written proxies, a body corporate may sign a form of proxy under its common seal or under the hand of a duly authorised officer thereof or in such other manner as the Directors may approve. A proxy need not be a member of the Company. The appointment of a proxy in electronic or other form shall only be effective in such manner as the Directors may approve.

(b)

Without limiting the foregoing, the Directors may from time to time permit appointments of a proxy to be made by means of an electronic or internet communication or facility and may in a similar manner permit supplements to, or amendments or revocations of, any such electronic or internet communication or facility to be made. The Directors may in addition prescribe the method of determining the time at which any such electronic or internet communication or facility is to be treated as received by the Company. The Directors may treat any such electronic or internet communication or facility which purports to be or is expressed to be sent on behalf of a Holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Holder.

(c)

Without limiting the foregoing, in relation to any shares which are held in uncertificated form, the Directors may from time to time permit appointments of a proxy to be made by means of electronic communication in the form of an Uncertificated Proxy Instruction, (that is, a properly authenticated dematerialised instruction, and or other instruction or notification, which is sent by means of the relevant system concerned and received by such participant in that system acting on behalf of the Company as the Directors may prescribe in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system concerned)); and may in a similar manner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means. The Directors may in addition prescribe the method of determining the time at which any such properly authenticated dematerialised instruction (and or other instruction or notification) is to be treated as received by the Company or such participant. The Directors may treat any such Uncertificated Proxy Instruction which purports to be or is expressed to be sent on behalf of a Holder of a share as sufficient evidence of the authority of a person sending that instruction to send it on behalf of that Holder.

67.

Any body corporate which is a member of the Company may authorise such person or persons as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company. The Company may require evidence from the body corporate of the due authorisation of such person to act as the representative of the relevant body corporate.

68.

An appointment of proxy relating to more than one meeting (including any adjournment thereof) having once been received by the Company for the purposes of any meeting shall not require to be delivered, deposited or received again by the Company for the purposes of any subsequent meeting to which it relates.

69.

Receipt by the Company of an appointment of proxy in respect of a meeting shall not preclude a member from attending and voting at the meeting or at any adjournment thereof. An appointment proxy shall be valid, unless the contrary is stated therein, as well for any adjournment of the meeting as for the meeting to which it relates.

70. (a)

A vote given in accordance with the terms of an appointment of proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the death or insanity of the principal, or the revocation of the appointment of proxy or of the authority under which the proxy was appointed or of the resolution authorising the representative to act or transfer of the share in respect of which the proxy was appointed or the authorisation of the representative to act was given, provided that no intimation in writing (whether in electronic form or otherwise) of such death, insanity, revocation or transfer shall have been received by the Company at the Office, at least one hour before the commencement of the meeting or adjourned meeting at which the appointment of proxy is used or at which the representative acts; provided, however, that where such intimation is given in electronic form it shall have been received by the Company at least 24 hours (or such lesser time as the Directors may specify) before the commencement of the meeting.

(b)

The Directors may send, at the expense of the Company, by post, electronic mail or otherwise, to the members forms for the appointment of a proxy (with or without stamped envelopes for their return) for use at any general meeting or at any class meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative.

DIRECTORS

71.

Subject to article 91, the number of Directors shall not be less than nine (the “prescribed minimum” ) nor more than eleven and shall be determined by the Board (“ Authorised Number ”). The continuing Directors may act notwithstanding any vacancy in their body provided that, if the number of the Directors is reduced below the prescribed minimum, the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors so that the Board comprises such minimum or shall convene a general meeting of the Company for the purpose of making such appointment. If, at any general meeting of the Company, (a) the Chairman determines that the number of persons properly nominated to serve as Directors exceeds the Authorised Number and (b) the number of Directors is reduced below the Authorised Number due to the failure of one or more Directors to be elected or re-elected (as the case may be) by way of a majority of the votes cast at that meeting or any adjournment thereof, then from the persons properly nominated to serve as Directors those receiving the highest number of votes in favour of election or re-election (as the case may be) shall be elected or re-elected (as the case may be ) to the Board so that the number of Directors equals the Authorised Number and shall be Directors until the next annual general meeting. Where the number of Directors falls to less than the Authorised Number and there are no Director or Directors capable of acting then any two members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to the provisions of the Acts and these articles) only until the conclusion of the annual general meeting of the Company next following such appointment. If, at any meeting of the Company, resolutions are passed by a majority of the votes cast at that meeting or any adjournment thereof in respect of the election or re-election (as the case may be) of Directors which would result in the Authorised Number being exceeded, then those Director(s), in such number as exceeds such Authorised Number, receiving at that meeting the lowest number of votes in favour of election or re-election (as the case may be) shall, notwithstanding the passing of any resolution by a majority of the votes cast at that meeting or any adjournment thereof in their favour, not be elected or re-elected (as the case may be) to the Board; provided, that nothing in this provision will require or result in the removal of a Director whose election or re-election to the Board was not voted on at such meeting.

72.

Each Director shall be entitled to receive as compensation for such Director’s services as a Director or committee member or for attendance at meetings of the Board or committees, or both, such amounts (if any) as shall be fixed from time to time by the Board or a committee. Each Director shall be entitled to reimbursement for reasonable traveling expenses incurred by such Director in attending any such meeting.

73.

The Board or a committee may from time to time determine that, all or part of any fees or other compensation payable to any Director shall be provided in the form of shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or other securities (including, without limitation, deferred stock units), on such terms as the Board or a committee may determine.

74.	No shareholding qualification for Directors shall be required. A Director (whether or not a member of the Company) shall be entitled to attend and speak at general meetings.

75.

Unless the Company otherwise directs, a Director of the Company may be or become a Director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as Holder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest in, such other company.

BORROWING POWERS

76.

Subject to Part III of the 1983 Act, the Directors may exercise all the powers of the Company to borrow or raise money, and to mortgage or charge its undertaking, property, assets and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, without any limitation as to amount.

POWERS AND DUTIES OF THE DIRECTORS

77.

The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Acts or by these articles, required to be exercised by the Company in general meeting, subject, nevertheless, to any of these articles and to the provisions of the Acts.

78.

The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

79.	The Company may exercise the powers conferred by section 41 of the Act with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

80.	A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with section 194 of the Act.

81.	A Director may vote in respect of any contract, appointment or arrangement in which he is interested, and he shall be counted in the quorum present at the meeting.

82.

A Director may hold and be remunerated in respect of any other office or place of profit under the Company or any other company in which the Company may be interested (other than the office of auditor of the Company or any subsidiary thereof) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine, and no Director or intending Director shall be disqualified by his office from contracting or being interested, directly or indirectly, in any contract or arrangement with the Company or any such other company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise nor shall any Director so contracting or being so interested be liable to account to the Company for any profits and advantages accruing to him from any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.

83.

The Directors may exercise the voting powers conferred by shares of any other company held or owned by the Company in such manner in all respects as they think fit and in particular they may exercise their voting powers in favour of any resolution appointing the Directors or any of them as Directors or officers of such other company or providing for the payment of remuneration or pensions to the Directors or officers of such other company.

84.	Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, but nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

85.

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall from time to time by resolution determine.

86.	The Directors shall cause minutes to be made in books provided for the purpose:

(a)

of all appointments of officers made by the Directors;

(b)

of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c)

of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.

87.

The Directors may procure the establishment and maintenance of or participate in, or contribute to any non-contributory or contributory pension or superannuation fund, scheme or arrangement or life assurance scheme or arrangement for the benefit of, and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, benefits or emoluments to any persons (including Directors or other officers) who are or shall have been at any time in the employment or service of the Company or of any company which is or was a subsidiary of the Company or of the predecessor in business of the Company or any such subsidiary or holding Company and the wives, widows, families, relatives or dependants of any such persons. The Directors may also procure the establishment and subsidy of or subscription to and support of any institutions, associations, clubs, funds or trusts calculated to be for the benefit of any such persons as aforesaid or otherwise to advance the interests and well being of the Company or of any such other Company as aforesaid, or its members, and payments for or towards the insurance of any such persons as aforesaid and subscriptions or guarantees of money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. Provided that any Director shall be entitled to retain any benefit received by him under this article, subject only, where the Acts require, to disclosure to the members and the approval of the Company in general meeting.

DISQUALIFICATION OF DIRECTORS

88.	The office of a Director shall be vacated ipso facto if the Director:

(a)

is restricted or disqualified to act as a Director under the provisions of Part VII of the 1990 Act; or

(b)

resigns his office by notice in writing to the Company or in writing offers to resign and the Directors resolve to accept such offer; or

(c)

is removed from office under article 92.

APPOINTMENT, ROTATION AND REMOVAL OF DIRECTORS

89.	At every annual general meeting of the Company, all of the Directors shall retire from office unless re-elected by Ordinary Resolution at the annual general meeting. A Director retiring at a meeting shall retain office until the close or adjournment of the meeting.

90.	If, before the expiration of his or her term of office, a Director should be replaced for whatever reason, the term of office of the newly elected member of the Board shall expire at the end of the term of office of his or her predecessor.

91.

The Company may from time to time by Variation Resolution increase or reduce the minimum or maximum number of Directors as set out in article 71, provided however that if a majority of the Board makes a recommendation to the members to change the minimum or maximum number of Directors, then an Ordinary Resolution to increase or reduce such minimum or maximum number shall be required.

92.

The Company may, by Ordinary Resolution, of which extended notice has been given in accordance with section 142 of the Act, remove any Director before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company.

93.

The Company may, by Ordinary Resolution, appoint another person in place of a Director removed from office under article 92 and without prejudice to the powers of the Directors under article 71 the Company in general meeting by Ordinary Resolution may appoint any person to be a Director either to fill a casual vacancy or as an additional Director, subject to the maximum number of Directors set out in article 71.

94.

The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these articles as the maximum number of Directors.

95.	The Directors may appoint any person to fill the following positions:

(a)

Chairman of the Board:

If the Directors have elected a Director to be the Chairman, the Chairman shall preside at all meetings of the Board and at general meetings of the Company.

(b)

Secretary:

It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of all meetings of the members and Board of the Company, and of its Committees, and to authenticate records of the Company. The Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.

A provision of the Acts or these articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.

(c)

Assistant Secretary:

The Assistant Secretary shall have such duties as the Secretary shall determine.

(d)

Such other officers as the Directors may, from time to time, determine, including but not limited to, chief executive officer, president, chief financial officer, one or more vice presidents, treasurer, controller and assistant treasurer:

The powers and duties of all other officers are at all times subject to the control of the Directors, and any other officer may be removed at any time at the pleasure of the Board. Each officer shall hold office until his or her successor shall have been duly elected or appointed or until his or her prior death, resignation or removal.

In addition to the Board’s power to delegate to committees pursuant to article 101, the Board may delegate any of its powers to any individual Director or member of the management of the Company or any of its subsidiaries as it sees fit; any such individual shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the Board.

PROCEEDINGS OF DIRECTORS

96. (a)

The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they may think fit. The quorum necessary for the transaction of the business of the Directors shall be a majority of the Directors in office at the time when the meeting is convened. Questions arising at any meeting shall be decided by a majority of votes. Each director present and voting shall have one vote.

(b)

Any Director may participate in a meeting of the Directors by means of telephonic or other such communication whereby all persons participating in the meeting can hear each other speak, and participation in a meeting in this manner shall be deemed to constitute presence in person at such meeting and any Director may be situated in any part of the world for any such meeting.

97.	The Chairman or a majority of the Directors may, and the Secretary on the requisition of the Chairman or a majority of the Directors shall, at any time summon a meeting of the Directors.

98.

The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to these articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.

99.

The Directors may elect a Chairman of their meetings and determine the period for which he is to hold office. The Chairman does not need to be a member of the Board but if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.

100.	In the event of tie vote with respect to any resolution of the Board, the Chairman shall not have a casting or deciding vote.

101.

The Board may from time to time designate committees of the Board and may delegate any of its powers (with power to sub-delegate) to such committees, with such powers and duties as the Board may decide to confer on such committees, and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any such delegation may be made subject to any conditions the Board may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered. Adequate provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committees.

102.	A committee may elect a chairman of its meeting. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

103.

All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

104.

Notwithstanding anything in these articles or in the Acts which might be construed as providing to the contrary, notice of every meeting of the Directors shall be given to all Directors either by mail not less than 48 hours before the date of the meeting, by telephone, email, or any other electronic means on not less than 24 hours’ notice, or on such shorter notice as person or persons calling such meeting may deem necessary or appropriate and which is reasonable in the circumstances. Any director may waive any notice required to be given under these articles, and the attendance of a director at a meeting shall be deemed to be a waiver by such Director.

105.

A resolution or other document in writing (in electronic form or otherwise) signed (whether by electronic signature, advanced electronic signature or otherwise as approved by the Directors) by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors, and such resolution or other document or documents when duly signed may be delivered or transmitted (unless the Directors shall otherwise determine either generally or in any specific case) by facsimile transmission, electronic mail or some other similar means of transmitting the contents of documents.

THE SEAL

106. (a)

The Directors shall ensure that the Seal (including any official securities seal kept pursuant to the Acts) shall be used only by the authority of the Directors or of a committee authorised by the Directors and that every instrument to which the seal shall be affixed shall be signed by a Director or some other person appointed by the Directors for that purpose.

(b)

The Company may exercise the powers conferred by the Acts with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

DIVIDENDS AND RESERVES

107.	The Company in general meeting may declare dividends, but no dividends shall exceed the amount recommended by the Directors.

108.	The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company.

109.	No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part IV of the 1983 Act.

110.

The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may at the like discretion either be employed in the business of the Company or be invested in such investments as the Directors may lawfully determine. The Directors may also, without placing the same to reserve, carry forward any profits which they may think it prudent not to divide.

111.

Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

112.	The Directors may deduct from any dividend payable to any member all sums of money (if any) immediately payable by him to the Company in relation to the shares of the Company.

113.

Any general meeting declaring a dividend or bonus and any resolution of the Directors declaring an interim dividend may direct payment of such dividend or bonus or interim dividend wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures or debenture stocks of any other company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.

114.

Any dividend or other moneys payable in respect of any share may be paid by cheque or warrant sent by post, at the risk of the person or persons entitled thereto, to the registered address of the Holder or, where there are joint Holders, to the registered address of that one of the joint Holders who is first named on the members Register or to such person and to such address as the Holder or joint Holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and payment of the cheque or warrant shall be a good discharge to the Company. Any joint Holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share. Any such dividend or other distribution may also be paid by any other method (including payment in a currency other than US$, electronic funds transfer, direct debit, bank transfer or by means of a relevant system) which the Directors consider appropriate and any member who elects for such method of payment shall be deemed to have accepted all of the risks inherent therein. The debiting of the Company’s account in respect of the relevant amount shall be evidence of good discharge of the Company’s obligations in respect of any payment made by any such methods. In respect of shares in uncertificated form, where the Company is authorised to do so by or on behalf of the Holder or joint Holders in such manner as the Company shall from time to time consider sufficient, the Company may also pay any such dividend, interest or other moneys by means of the relevant system concerned (subject always to the facilities and requirements of that relevant system). Every such payment made by means of the relevant system shall be made in such manner as may be consistent with the facilities and requirements of the relevant system concerned. Without prejudice to the generality of the foregoing, in respect of shares in uncertificated form, such payment may include the sending by the Company or by any person on its behalf of an instruction to the operator of the relevant system to credit the cash memorandum account of the Holder or joint Holders.

115.	No dividend shall bear interest against the Company.

116.

If the Directors so resolve, any dividend which has remained unclaimed for twelve years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

ACCOUNTS

117. (a)

The Directors shall cause to be kept proper books of account, whether in the form of documents, electronic form or otherwise, that:

(i)

correctly record and explain the transactions of the Company;

(ii)

will at any time enable the financial position of the Company to be determined with reasonable accuracy;

(iii)

will enable the Directors to ensure that any balance sheet, profit and loss account or income and expenditure account of the Company complies with the requirements of the Acts; and

(iv)

will enable the accounts of the Company to be readily and properly audited.

Books of account shall be kept on a continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year. Proper books of account shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

The Company may send by post, electronic mail or any other means of electronic communication a summary financial statement to its members or persons nominated by any member. The Company may meet, but shall be under no obligation to meet, any request from any of its members to be sent additional copies of its full report and accounts or summary financial statement or other communications with its members.

(b)

The books of account shall be kept at the Office or, subject to the provisions of the Acts, at such other place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors.

(c)

In accordance with the provisions of the Acts, the Directors shall cause to be prepared and to be laid before the annual general meeting of the Company from time to time such profit and loss accounts, balance sheets, group accounts and reports as are required by the Acts to be prepared and laid before such meeting.

(d)

A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’ report and Auditors’ report shall be sent by post, electronic mail or any other means of communication (electronic or otherwise), not less than twenty-one Clear Days before the date of the annual general meeting, to every person entitled under the provisions of the Acts to receive them; provided that in the case of those documents sent by electronic mail or any other means of electronic communication, such documents shall be sent with the consent of the recipient, to the address of the recipient notified to the Company by the recipient for such purposes.

CAPITALISATION OF PROFITS

118.

Without prejudice to any powers conferred on the Directors as aforesaid and subject to the Directors’ authority to issue and allot shares under articles 6(c) and 6(d), the Directors may resolve to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts (including any capital redemption reserve fund, share premium account or other reserve account not available for distribution) or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those members of the Company who would have been entitled to that sum if it were distributable and had been distributed by way of dividend (and in the same proportions). Whenever such a resolution is passed in pursuance of this article, the Directors shall make all appropriations and applications of the amounts resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any.

119.

Without prejudice to any powers conferred on the Directors by these articles, and subject to the Directors’ authority to issue and allot shares under articles 6(c) and 6(d), the Directors may resolve that any sum for the time being standing to the credit of any of the Company’s reserve accounts (including any reserve account available for distribution) or to the credit of the profit and loss account be capitalised and applied on behalf of the members who would have been entitled to receive that sum if it had been distributed by way of dividend (and in the same proportions) either in or towards paying up amounts for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to the sum capitalised (such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Holders in the proportions aforesaid) or partly in one way and partly in another, so, however, that the only purposes for which sums standing to the credit of the capital redemption reserve fund or the share premium account shall be applied shall be those permitted by the Acts.

120.

The Directors may from time to time at their discretion, subject to the provisions of the Acts and, in particular, to their being duly authorised pursuant to section 20 of the 1983 Act, to allot the relevant shares, offer to the Holders of Ordinary Shares the right to elect to receive in lieu of any dividend or proposed dividend or part thereof an allotment of additional Ordinary Shares credited as fully paid. In any such case the following provisions shall apply.

(a)

The basis of allotment of the further shares shall be decided by the Board so that, as nearly as may can be considered convenient, the value of the further, including any fractional entitlement, is equal to the amount of the cash dividend which would otherwise have been paid. For these purposes the value of the further shares shall be calculated in such manner as may be determined by the Board, but the value shall not in any event be less than the nominal value of a share.

(b)

The Board shall give notice to the Holders of their rights of election in respect of the scrip dividend and shall specify the procedure to be followed in order to make an election.

(c)

The dividend or that part of it in respect of which an election for the scrip dividend is made shall not be paid and instead further shares shall be allotted in accordance with election duly made and the Board shall capitalise a sum equal to not less than the aggregate nominal value of, nor more than the aggregate “value” (as determined under article 120(b)) of, the shares to be allotted, as the Board may determine out of such sums available for the purpose as the Board may consider appropriate.

(d)

The Board may decide that the right to elect for any scrip dividend shall not be made available to Holders resident in any territory where, in the opinion of the Board, compliance by the Company with local laws or regulations would be unduly onerous.

(e)

The Board may do all acts and things considered necessary or expedient to give effect to the provisions of a scrip dividend election and the issue of any share in accordance with the provisions of this article 120, and may make such provisions as it thinks fit for the case of shares becoming distributable in fractions (including provisions under which, in whole or in part, the benefit of fractional entitlements accrues to the Company rather than to the Holders concerned).

(f)

The Board may from time to time establish or vary a procedure for election mandates, under which a holder of shares may, in respect of any future dividends for which a right of election pursuant to this article 120 is offered, elect to receive further shares in lieu of such dividend on the terms of such mandate.

121. (a)

The additional Ordinary Shares allotted pursuant to articles 118, 119 or 120 shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant dividend or share election in lieu.

(b)

The Directors may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to articles 118, 119 or 120 with full power to the Directors to make such provisions as they think fit where shares would otherwise have been distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are disregarded and the benefit of fractional entitlements accrues to the Company rather than to the holders concerned). The Directors may authorise any person to enter on behalf of all the Holders interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

(c)

The Directors may on any occasion determine that rights of election shall not be offered to any Holders of Ordinary Shares who are citizens or residents of any territory where the making or publication of an offer of rights of election or any exercise of rights of election or any purported acceptance of the same would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.

AUDIT

122.	Auditors shall be appointed and their duties regulated in accordance with sections 160 to 163 of the Act or any statutory amendment thereof.

NOTICES

123.	Any notice to be given, served, sent or delivered pursuant to these articles shall be in writing (whether in electronic form or otherwise).

124. (a)

A notice or document to be given, served, sent or delivered in pursuance of these articles may be given to, served on or delivered to any member by the Company;

(i)

by handing same to him or his authorised agent;

(ii)

by leaving the same at his registered address;

(iii)

by sending the same by the post in a pre-paid cover addressed to him at his registered address; or

(iv)

by sending the notice or document by means of electronic mail or making it available by other means of electronic communication approved by the Directors (including placing a copy of the notice or document on the website of the Company) PROVIDED THAT any Holder may require the Company to send him a physical copy of the notice or document by requesting the Company to do so PROVIDED FURTHER HOWEVER that such request is made after the date of adoption of this article and it may not take effect until 5 days after written notice of the request is received by the Company.

(b)

For the purposes of these articles and the Act, a document shall be deemed to have been sent to a member if a notice is given, served, sent or delivered to the member and the notice specifies the website or hotlink or other electronic link at or through which the member may obtain a copy of the relevant document.

(c)

Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(i) or (ii) of this article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the member or his authorised agent, or left at his registered address (as the case may be).

(d)

Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iii) of this article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twenty-four hours after the cover containing it was posted. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.

(e)

Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iv) of this article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of 48 hours after despatch.

(f)

Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee in bankruptcy, examiner or liquidator of a member shall be bound by a notice given as aforesaid if sent to the last registered address of such member, or, in the event of notice given or delivered pursuant to sub-paragraph (a)(iv), if sent to the address notified by the Company by the member for such purpose notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation or disability of such member.

(g)

Notwithstanding anything contained in this article the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction or other area other than Ireland.

(h)

Without prejudice to the provisions of sub-paragraphs (a)(i) and (ii) of this article, if at any time by reason of the suspension or curtailment of postal services in any territory, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a public announcement and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day on which the said public announcement is made. In any such case the Company shall put a full copy of the notice of the general meeting on its website.

125.	A notice may be given by the Company to the joint Holders of a share by giving the notice to the joint Holder whose name stands first in the Register in respect of the share and notice so given shall be sufficient notice to all the joint Holders.

126. (a)

Every person who becomes entitled to a share shall before his name is entered in the Register in respect of the share, be bound by any notice in respect of that share which has been duly given to a person from whom he derives his title.

(b)

A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by these articles for the giving of notice to a member, addressed to them at the address, if any, supplied by them for that purpose. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

127.	The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice to be given by the Company may be written (in electronic form or otherwise) or printed.

128.	A member present, either in person or by proxy, at any meeting of the Company or the Holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

WINDING UP

129.

If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said shares held by them respectively. Provided that this article shall not affect the rights of the Holders of shares issued upon special terms and conditions.

130. (a)

In case of a sale by the liquidator under section 260 of the Act, the liquidator may by the contract of sale agree so as to bind all the members for the allotment to the members directly of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract limit a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting members conferred by the said section.

(b)

The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock, or other obligations of another company, either then already constituted or about to be constituted for the purpose of carrying out the sale.

131.

If the Company is wound up, the liquidator, with the sanction of a Special Resolution and any other sanction required by the Acts, may divide among the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not), and, for such purpose, may value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator, with the like sanction, may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as, with the like sanction, he determines, but so that no member shall be compelled to accept any assets upon which there is a liability.

INDEMNITY

132. (a)

Subject to the provisions of and so far as may be admitted by the Acts, every Director and the Secretary of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgement is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

(b)

The Directors shall have power to purchase and maintain for any Director, the Secretary or any employees of the Company or its subsidiaries insurance against any such liability as referred to in section 200 of the Act.

(c)

As far as is permissible under the Acts, the Company shall indemnify any current or former executive officer of the Company (excluding any present or former Directors of the Company or Secretary of the Company), or any person who is serving or has served at the request of the Company as a director or executive officer of another company, joint venture, trust or other enterprise, including any Company subsidiary (each individually, a “Covered Person”), against any expenses, including attorney’s fees, judgements, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she was or is threatened to be made a party, or is otherwise involved (a “proceeding”), by reason of the fact that he or she is or was a Covered Person; provided, however, that this provision shall not indemnify any Covered Person against any liability arising out of (a) any fraud or dishonesty in the performance of such Covered Person’s duty to the Company, or (b) such Covered Party’s conscious, intentional or wilful breach of the obligation to act honestly and in good faith with a view to the best interests of the Company. Notwithstanding the preceding sentence, this section shall not extend to any matter which would render it void pursuant to the Acts or to any person holding the office of auditor in relation to the Company.

(d)

In the case of any threatened, pending or completed action, suit or proceeding by or in the name of the Company, the Company shall indemnify each Covered Person against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defence or the settlement thereof, except no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to the Company, or for conscious, intentional or wilful breach of his or her obligation to act honestly and in good faith with a view to the best interests of the Company, unless and only to the extent that the High Court of Ireland or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. Notwithstanding the preceding sentence, this section shall not extend to any matter which would render it void pursuant to the Acts or to any person holding the office of auditor in relation to the Company.

(e)

Any indemnification under this article (unless ordered by a court) shall be made by the Company only as authorised in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances because such person has met the applicable standard of conduct set forth in this article. Such determination shall be made by any person or persons having the authority to act on the matter on behalf of the Company. To the extent, however, that any Covered Person has been successful on the merits or otherwise in defence of any proceeding, or in defence of any claim, issue or matter therein, such Covered Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without necessity of authorisation in the specific case.

(f)

As far as permissible under the Acts, expenses, including attorneys’ fees, incurred in defending any proceeding for which indemnification is permitted pursuant to this article shall be paid by the Company in advance of the final disposition of such proceeding upon receipt by the Board of an undertaking by the particular indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company pursuant to these articles.

(g)

It being the policy of the Company that indemnification of the persons specified in this article shall be made to the fullest extent permitted by law, the indemnification provided by this article shall not be deemed exclusive (a) of any other rights to which those seeking indemnification or advancement of expenses may be entitled under these articles, any agreement, any insurance purchased by the Company, vote of members or disinterested

directors, or pursuant to the direction (however embodied) of any court of competent jurisdiction, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, or (b) of the power of the Company to indemnify any person who is or was an employee or agent of the Company or of another company, joint venture, trust or other enterprise which he or she is serving or has served at the request of the Company, to the same extent and in the same situations and subject to the same determinations as are hereinabove set forth. As used in this article, references to the “Company” include all constituent companies in a scheme of arrangement, consolidation or merger in which the Company or a predecessor to the Company by scheme of arrangement, consolidation or merger was involved. The indemnification provided by this article shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of their heirs, executors, and administrators.

UNTRACED HOLDERS

133. (a)

The Company shall be entitled to sell at the best price reasonably obtainable any share or stock of a member or any share or stock to which a person is entitled by transmission if and provided that:

(i)

for a period of twelve years (not less than three dividends having been declared and paid) no cheque or warrant sent by the Company through the post in a prepaid letter addressed to the member or to the person entitled by transmission to the share or stock at his address on the Register or other last known address given by the member or the person entitled by transmission to which cheques and warrants are to be sent has been cashed and no communication has been received by the Company from the member or the person entitled by transmission; and

(ii)

at the expiration of the said period of twelve years the Company has given notice by advertisement in a leading Dublin newspaper and a newspaper circulating in the area in which the address referred to in paragraph (a) of this article is located of its intention to sell such share or stock; and

(iii)

the Company has not during the further period of three months after the date of the advertisement and prior to the exercise of the power of sale received any communication from the member or person entitled by transmission.

(b)

To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of such share or stock and such instrument of transfer shall be as effective as if it had been executed by the registered Holder of or person entitled by transmission to such share or stock. The Company shall account to the member or other person entitled to such share or stock for the net proceeds of such sale by carrying all monies in respect thereof to a separate account which shall be a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such member or other person. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit.

(c)

To the extent necessary in order to comply with any laws or regulations to which the Company is subject in relation to escheatment, abandonment of property or other similar or analogous laws or regulations (“Applicable Escheatment Laws”), the Company may deal with any share of any member and any unclaimed cash payments relating to such share in any manner which it sees fit, including (but not limited to) transferring or selling such share and transferring to third parties any unclaimed cash payments relating to such share.

(d)

The Company may only exercise the powers granted to it in sub-paragraph (a) above in circumstances where it has complied with, or procured compliance with, the required procedures (as set out in the Applicable Escheatment Laws) with respect to attempting to identify and locate the relevant member of the Company.

(e)

Any stock transfer form to be executed by the Company in order to sell or transfer a share pursuant to sub-paragraph (a) may be executed in accordance with article 13(a).

DESTRUCTION OF DOCUMENTS

134.	The Company may implement such document destruction policies as it so chooses in relation to any type of documents (whether in paper, electronic or other formats), and in particular (without limitation to the foregoing) may destroy:

(a)

any dividend mandate or any variation or cancellation thereof or any notification of change of name or address, at any time after the expiry of two years from the date such mandate variation, cancellation or notification was recorded by the Company;

(b)

any instrument of transfer of shares which has been registered, at any time after the expiry of six years from the date of registration; and

(c)

any other document on the basis of which any entry in the Register was made, at any time after the expiry of six years from the date an entry in the Register was first made in respect of it,

and it shall be presumed conclusively in favour of the Company that every share certificate (if any) so destroyed was a valid certificate duly and properly sealed and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company provided always that:

(i)

the foregoing provisions of this article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;

(ii)

nothing contained in this article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (a) above are not fulfilled; and

(iii)

references in this article to the destruction of any document include references to its disposal in any manner.

SHAREHOLDER RIGHTS PLAN

135.	The Board is hereby expressly authorised to adopt and amend any shareholder rights plan upon such terms and conditions as the Board deems expedient and in the interests of the Company, subject to applicable law.

Exhibit 10.1

PENTAIR PLC

2012 STOCK AND INCENTIVE PLAN

As Amended and Restated Effective as of the Re-domicile Date (as defined below)

1. Purpose, Effective Date and Assumed Equity Awards.

(a) Purpose . The Pentair plc 2012 Stock and Incentive Plan has several complementary purposes: (i) to promote the growth and success of the Company by linking a significant portion of participant compensation to the increase in value of the Company’s shares; (ii) to attract and retain top quality, experienced executives and key employees by offering a competitive incentive compensation program; (iii) to reward innovation and outstanding performance as important contributing factors to the Company’s growth and progress; (iv) to align the interests of executives, key employees, directors and consultants with those of the Company’s stockholders by reinforcing the relationship between participant rewards and stockholder gains obtained through the achievement by Plan participants of short-term objectives and long-term goals; and (v) to encourage executives, key employees, directors and consultants to obtain and maintain an equity interest in the Company.

(b) History and Effective Date . This Plan became effective as of September 28, 2012 (the “Effective Date”). This Plan was amended and restated effective as of September 30, 2013 and is again being amended and restated effective as of the Re-domicile Date in connection with the Re-domicile Merger to reflect the assumption of this Plan and all outstanding Awards by the Company and the conversion of awards that related to common shares of Pentair Ltd. at the time of the Re-domicile Merger into awards that relate to Stock.

(c) Assumed Equity Awards . In connection with the Distribution (as defined in the Separation and Distribution Agreement (the “Distribution Agreement”), dated as of March 27, 2012, by and among Tyco International Ltd., Pentair Ltd. and The ADT Corporation) and subsequent merger as contemplated by the Merger Agreement, dated as of March 27, 2012, among Pentair Ltd., Panthro Acquisition Co., Panthro Merger Sub, Inc. and Pentair, Inc. (the “Merger Closing”), equity-based awards held by certain employees and former employees of Pentair Ltd. and its affiliates and certain directors that, prior to the Distribution, related to securities of Tyco International Ltd. were assumed by Pentair Ltd. and converted into awards that related to common shares of Pentair Ltd. Such awards (the “Assumed Awards”) are deemed Awards made under this Plan and are subject to all of the terms and conditions of this Plan except as modified by Appendix A or Appendix B to this Plan. For the avoidance of doubt, it is noted that awards that, prior to the Merger Closing, related to the common stock of Pentair, Inc. are not subject to this Plan and continue to be governed by their existing terms following the Merger Closing, and that the Assumed Awards, along with all other then-outstanding awards that related to Pentair Ltd. common shares, were converted into awards relating to Stock in connection with the Re-domicile Merger.

2. Definitions. Capitalized terms used in this Plan have the following meanings:

(a) “10% Stockholder” means an Eligible Employee who, as of the date an ISO is granted to such individual, owns more than ten percent (10%) of the total combined voting power of all classes of Stock then issued by the Company or a Subsidiary corporation.

(b) “Administrator” means (i) the Committee with respect to Participants who are not Non-Employee Directors and (ii) the Non-Employee Directors of the Board (or a committee of Non-Employee Directors appointed by the Board) with respect to Participants who are non-Employee Directors.

(c) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act. Notwithstanding the foregoing, for purposes of determining those individuals subject to U.S. taxation to whom an Option or Stock Appreciation Right that is exempt from Code Section 409A may be granted, the term “Affiliate” means any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with the Company within the meaning of Code Sections 414(b) or (c); provided that, in applying such provisions, the phrase “at least 20 percent” shall be used in place of “at least 80 percent” each place it appears therein.

(d) “Annual Incentive Award” means the right to receive a cash payment to the extent Performance Goals are achieved (or other requirements are met) or as otherwise provided in Section 17(c).

(e) “Award” means a grant of Options, Stock Appreciation Rights, Performance Shares, Performance Units, Restricted Stock, Restricted Stock Units, Deferred Stock Rights, an Annual Incentive Award, Dividend Equivalent Units, or any other type of award permitted under the Plan.

(f) “Beneficial Owner” means a Person with respect to any securities that:

(i) such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided , however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase, at any time before the issuance of such securities;

(ii) such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including pursuant to any agreement, arrangement or understanding; provided , however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this clause (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act and (B) is not also then reportable on a Schedule 13D under the Exchange Act (or any comparable or successor report); or

(iii) are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (ii) above) or disposing of any voting securities of the Company.

(g) “Board” means the Board of Directors of the Company.

(h) “Cause” means, except as otherwise determined by the Administrator and set forth in an Award agreement, such act or omission by a Participant as is determined by the Administrator to constitute cause for termination, including but not limited to any of the following: (i) a material violation of any Company policy, including any policy contained in the Company Code of Business Conduct; (ii) embezzlement from, or theft of property belonging to, the Company or any Affiliate; (iii) willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or (iv) other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on the business conducted by the Company or its Affiliates.

(i) “Change of Control” means the first occurrence of any of the following after the Merger Closing:

(i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) an entity owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Stock (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the Effective Date pursuant to express authorization by the Board that refers to this exception) representing twenty percent (20%) or more of either the then outstanding Shares or the combined voting power of the Company’s then outstanding voting securities; or

(ii) the following individuals cease for any reason to constitute a majority of the number of Directors then serving: (A) individuals who, immediately after the Merger Closing, constituted the Board and (B) any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of Directors, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors immediately after the Merger Closing, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided , however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) after the Merger Closing shall not be deemed Continuing Directors until after such individuals are first nominated for election by a vote of at least two-thirds (2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further , that in the event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change of Control, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change of Control occurred; or

(iii) the consummation of a merger, consolidation or share exchange of the Company with any other entity or the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), in each case, which requires approval of the shareholders of the Company, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the Merger Closing, pursuant to express authorization by the Board that refers to this exception) representing twenty percent (20%) or more of either the then outstanding Shares or the combined voting power of the Company’s then outstanding voting securities; or

(iv) the consummation of a plan of complete liquidation or dissolution of the Company or a sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any period of twenty-four (24) consecutive months), in each case, which requires approval of the shareholders of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least seventy-five percent (75%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, (x) no Change of Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock immediately prior to such transaction or series of transactions continue to own, directly or indirectly, in the same proportions as their ownership in the Company, an entity that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions; and (y) for purposes of an Award (1) that provides for the payment of deferred compensation that is subject to Code Section 409A or (2) with respect to which the Company permits a deferral election, the definition of “Change of Control” shall be deemed amended to conform to the requirements of Code Section 409A to the extent necessary for the Award and deferral election to comply with Code Section 409A.

(j) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision.

(k) “Commission” means the United States Securities and Exchange Commission or any successor agency.

(l) “Committee” means the Compensation Committee of the Board (or a successor committee with the same or similar authority), or such other committee of the Board designated by the Board to administer the Plan and composed of no fewer than two directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3 and an “outside director” within the meaning of Code Section 162(m)(4)(C); provided that if no such committee shall be in existence at any time, the functions of the Committee shall be carried out by the Board.

(m) “Company” means (i) prior to the Re-domicile Date, Pentair Ltd., a Swiss company, or (ii) on and after the Re-domicile Date, Pentair plc, an Irish company, or any successor thereto.

(n) “Consultant” means a person or entity rendering services to the Company or an Affiliate other than as an employee of any such entity or a Director.

(o) “Covered Termination” means the involuntary termination of an employee’s employment by the Company or an Affiliate for a reason other than Cause, death or Disability. In addition, for a Participant who is a Board-appointed corporate officer at the time of the occurrence of the event(s) constituting Good Reason, a voluntary termination of employment by the Participant for such Good Reason shall be considered a “Covered Termination.”

Notwithstanding the foregoing, a Board-appointed corporate officer will not be considered to have experienced a Covered Termination unless and until the Participant executes a general release in such form and manner, and containing such reasonable and customary terms (which may include non-disparagement, non-solicitation and confidentiality covenants), as are determined by the Company, and such release becomes effective no later than sixty (60) days after the Participant’s Separation from Service (or such earlier date specified by the Company). With respect to any Award that is considered a nonqualified deferred compensation arrangement subject to Code Section 409A, if the period during which the Participant may sign the release spans two calendar years, then payment of such Awards may not be made prior to January 1 of that second calendar year.

(p) “Deferred Stock Right” means the right to receive Stock or Restricted Stock at some future time.

(q) “Director” means a member of the Board, and “Non-Employee Director” means a Director who is not also an employee of the Company or its Affiliates.

(r) “Disability” means, except as otherwise determined by the Administrator and set forth in an Award agreement: (i) with respect to an ISO, the meaning given in Code Section 22(e)(3), and (ii) with respect to all other Awards, a physical or mental incapacity which qualifies an individual to collect a benefit under a long term disability plan maintained by the Company or an Affiliate, or such similar mental or physical condition which the Administrator may determine to be a disability, regardless of whether either the individual or the condition is covered by any such long term disability plan. The Administrator shall make the determination of Disability and may request such evidence of disability as it reasonably determines.

(s) “Distribution” means the Fountain Distribution as defined in the Distribution Agreement.

(t) “Dividend Equivalent Unit” means the right to receive a payment, in cash or Shares, equal to the cash dividends or other distributions paid with respect to a Share.

(u) “Eligible Employee” means a key managerial, administrative or professional employee of the Company or an Affiliate.

(v) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes any successor provision and the regulations and rules promulgated under such provision.

(w) “Fair Market Value” means, per Share on a particular date, a price that is based (i) on the opening, closing, actual, high or low sale price, or the arithmetic mean of selling prices of, a Share on the New York Stock Exchange or such other exchange or automated trading system on which the Stock is then principally traded (the “Applicable Exchange”) on the applicable date, the preceding trading day or the next succeeding trading day, or (ii) the arithmetic mean of selling prices on all trading days over a specified averaging period that is within 30 days before or 30 days after the applicable date, or such arithmetic mean weighted by volume of trading on each trading day in the period, in each case as determined by the Administrator in its discretion; provided that, if an arithmetic mean of prices is used to set a grant price or an exercise price for an Option or Stock Appreciation Right, the commitment to grant the applicable Award based on such arithmetic mean must be irrevocable before the beginning of the specified averaging period in accordance with Treasury Regulation § 1.409A-1(b)(5)(iv)(A). The method of determining Fair Market Value with respect to an Award shall be determined by the Administrator and may differ depending on whether Fair Market Value is in reference to the grant, exercise, vesting, settlement, or payout of an Award; provided that, if the Administrator does not specify a different method, the Fair Market Value of a Share as of a given date shall be the closing sale price on the day as of which Fair Market Value is to be determined or, if there shall be no such sale on such date, the next preceding day on which such a sale shall have occurred. If the Stock is not traded on an established stock exchange, the Administrator shall determine in good faith the Fair Market Value of a Share. Notwithstanding the foregoing, in the case of a sale of Shares on the Applicable Exchange, the actual sale price shall be the Fair Market Value of such Shares. The Administrator also shall establish the Fair Market Value of any other property.

(x) “Incentive Stock Option” or “ISO” means an Option that meets the requirements of Code Section 422.

(y) “Good Reason” means, with respect to a Participant who is a Board-appointed corporate officer, (x) the definition of “Good Reason” or similar term as provided in an employment agreement in effect between the Participant and the Company or an Affiliate, or (y) in the absence thereof, the occurrence of any of the following events, without the Participant’s advance written consent:

(i) any material breach by the Company or an Affiliate of the terms of any employment agreement in effect with the Participant;

(ii) any reduction in any of the Participant’s base salary or percentage of base salary available as incentive compensation or bonus opportunity, or any material reduction in the Participant’s nonqualified deferred compensation retirement benefits;

(iii) a good faith determination by the Participant that there has been a material adverse change in the Participant’s working conditions or status with the Company or an Affiliate, including but not limited to (A) a significant change in the nature or scope of the Participant’s authority, powers, functions, duties or responsibilities, or (B)

a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, or (C) a significant reduction in the authority, duties or responsibilities of the supervisor to whom the Participant is required to report;

(iv) the relocation of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s then-current principal place of employment with the Company or an Affiliate; or

(v) the Company or an Affiliate requires the Participant to travel on business twenty percent (20%) in excess of the average number of days per month the Participant was required to travel during the twelve (12)-month period immediately prior to the imposition of such requirement.

A Participant’s termination shall not be considered to have occurred for “Good Reason” unless (A) within ninety (90) days following the occurrence of one of the events listed above the Participant provides written notice to the Company setting forth the specific event constituting Good Reason, (B) the Company fails to remedy the event constituting Good Reason within thirty (30) days following its receipt of the Participant’s notice, and (C) the Participant actually terminates his or her employment with the Company and its Affiliates within thirty (30) days following the end of the Company’s remedy period.

(z) “Option” means the right to purchase Shares at a stated price for a specified period of time.

(aa) “Participant” means an individual selected by the Administrator to receive an Award.

(bb) “Performance Awards” means a Performance Share, a Performance Unit and an Annual Incentive Award, and any Award of Restricted Stock, Restricted Stock Units, or Deferred Stock Rights the payment or vesting of which is contingent on the attainment of one or more Performance Goals.

(cc) “Performance Goals” means any goals the Administrator establishes that relate to one or more of the following with respect to the Company or any one or more of its Affiliates or any one or more divisions or business units of the Company or any Affiliate: net income; income from continuing operations; stockholder return; total stockholder return; stock price; Fair Market Value; earnings per share (including diluted earnings per share); net operating profit (including after tax); revenue growth; sales growth (including organic sales growth); return on equity; return on investment; return on invested capital (including after-tax); earnings before interest, taxes, depreciation and amortization; operating income; operating margin; market share; return on sales; asset reduction; cost reduction; working capital turns; cash flow (including free cash flow); and new product releases.

As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles, if applicable; provided that, the Administrator may, at the time of establishing the Performance Goal(s), exclude the effects of (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax regulations or laws, or (iv) the effect of a merger or acquisition. Notwithstanding the foregoing, the calculation of any Performance Goal established for purposes of an Award shall be made without regard to

changes in accounting methods used by the Company or in accounting standards that may be required by the Financial Accounting Standards Board after a Performance Goal relative to an Award is established and prior to the time the compensation earned by reason of the achievement of the relevant Performance Goal is paid to the Participant.

In the case of Awards that the Administrator determines will not be considered “performance-based compensation” under Code Section 162(m), the Administrator may establish other Performance Goals not listed in this Plan.

Where applicable, the Performance Goals may be expressed, without limitation, in terms of attaining a specified level of the particular criterion or the attainment of an increase or decrease (expressed as absolute numbers, averages or percentages) in the particular criterion or achievement in relation to a peer group or other index. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).

(dd) “Performance Shares” means the right to receive Shares (including Restricted Stock) to the extent Performance Goals are achieved or as otherwise provided in Section 17(c).

(ee) “Performance Unit” means the right to receive a payment valued in relation to a unit that has a designated dollar value or the value of which is equal to the Fair Market Value of one or more Shares, to the extent Performance Goals are achieved or as otherwise provided in Section 17(c).

(ff) “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.

(gg) “Plan” means this Pentair plc 2012 Stock and Incentive Plan, as may be amended from time to time.

(hh) “Re-domicile Date” means the effective date of the consummation of the Re-domicile Merger.

(ii) “Re-domicile Merger” means the merger of Pentair Ltd. with and into Pentair plc.

(jj) “Restriction Period” means the length of time established relative to an Award during which the Participant cannot sell, assign, transfer, pledge or otherwise encumber the Stock or Stock Units subject to such Award and at the end of which the Participant obtains an unrestricted right to such Stock or Stock Units.

(kk) “Restricted Stock” means a Share that is subject to a risk of forfeiture or restrictions on transfer, or both a risk of forfeiture and restrictions on transfer.

(ll) “Restricted Stock Unit” means the right to receive a payment equal to the Fair Market Value of one Share.

(mm) “Retirement” or “Retires” means, except as otherwise determined by the Administrator or set forth in an Award agreement, (i) with respect to Participants who are Eligible Employees, termination of employment from the Company and its Affiliates (for other than Cause) on or after attainment of age fifty-five (55) and completion of ten (10) years of service with the Company and its Affiliates (including for this purpose, service with Tyco International Ltd. and its Affiliates), and (ii) with respect to Non-Employee Director Participants, the Director’s removal (for other than Cause), or resignation or failure to be re-elected (for other than Cause), after the Director has served on the Board for six (6) years (including, for this purpose, service on the Board of Directors of Pentair, Inc. or Pentair Ltd.).

(nn) “Rule 16b-3” means Rule 16b-3 promulgated by the Commission under the Exchange Act, or any successor rule or regulation thereto.

(oo) “Section 16 Participants” means Participants who are subject to the provisions of Section 16 of the Exchange Act.

(pp) “Share” means a share of Stock.

(qq) “Stock” means (i) prior to the Re-domicile Date, the registered shares of the Company, nominal value CHF 0.50 per share, subject to any capital changes, or (ii) on or after the Re-domicile Date, the ordinary shares of the Company, nominal value $0.01 per share.

(rr) “Stock Appreciation Right” or “SAR” means the right to receive a payment equal to the appreciation of the Fair Market Value of a Share during a specified period of time.

(ss) “Subsidiary” means any corporation or limited liability company (except such an entity that is treated as a partnership for U.S. income tax purposes) in an unbroken chain of entities beginning with the Company if each of the entities (other than the last entity in the chain) owns stock or equity interests possessing more than fifty percent (50%) of the total combined voting power of all classes of stock or equity interests in one of the other entities in the chain.

3. Administration.

(a) Administration . In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan, including but not limited to the authority to: (i) interpret the provisions of this Plan and any Award agreement; (ii) prescribe, amend and rescind rules and regulations relating to this Plan; (iii) correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award or any Award agreement in the manner and to the extent it deems desirable to carry this Plan or such Award into effect; and (iv) make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding on all interested parties.

Notwithstanding the above statement or any other provision of the Plan, once established, the Committee shall have no discretion to increase the amount of compensation payable under an Award that is intended to be performance-based compensation under Code Section 162(m), although the Committee may decrease the amount of compensation a Participant may earn under such an Award.

(b) Delegation to Other Committees or Officers . To the extent applicable law permits, the Board may delegate to another committee of the Board or to one or more officers of the Company, or the Committee may delegate to one or more officers of the Company, any or all of their respective authority and responsibility as an Administrator of the Plan; provided that no such delegation is permitted with respect to Stock-based Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised unless the delegation is to another committee of the Board consisting entirely of Non-Employee Directors. If the Board or the Committee has made such a delegation, then all references to the Administrator in this Plan include such other committee or one or more officers to the extent of such delegation.

(c) Indemnification . The Company will indemnify and hold harmless each member of the Board and the Committee, and each officer or member of any other committee to whom a delegation under Section 3(b) has been made, as to any acts or omissions with respect to this Plan or any Award to the maximum extent that the law and the Company’s by-laws permit.

4. Eligibility . The Administrator may designate any of the following as a Participant from time to time, to the extent of the Administrator’s authority: any Eligible Employee, any Consultant or any Director, including a Non-Employee Director. The Administrator’s granting of an Award to a Participant will not require the Administrator to grant an Award to such individual at any future time. The Administrator’s granting of a particular type of Award to a Participant will not require the Administrator to grant any other type or amount of Award to such individual.

5. Types of Awards. Subject to the terms of this Plan, the Administrator may grant any type of Award to any Participant it selects, but only employees of the Company or a Subsidiary may receive grants of Incentive Stock Options. Awards may be granted alone or in addition to, in tandem with, or (subject to the prohibition on repricing set forth in Section 15(e)) in substitution for any other Award (or any other award granted under another plan of the Company or any Affiliate).

6. Shares Reserved under this Plan.

(a) Plan Reserve . Subject to adjustment as provided in Section 17, an aggregate of Nine Million (9,000,000) Shares are reserved for issuance under this Plan, all of which may be issued pursuant to Incentive Stock Options. Such share reserve will not be depleted by the Assumed Awards. The Shares reserved for issuance may be either Shares created out of conditional, authorized or ordinary share capital or Shares reacquired at any time and now or hereafter held as treasury stock. For purposes of determining the aggregate number of Shares reserved for issuance under this Plan, any fractional Share shall be rounded to the next highest full Share.

(b) Replenishment of Shares Under this Plan . The aggregate number of Shares reserved under Section 6(a) shall be depleted by the number of Shares with respect to which an Award is granted on or after the Effective Date; provided that the aggregate number of Shares reserved under Section 6(a) shall be depleted by one (1) Share for each Share subject to a full-value Award. For this purpose, a full-value award includes Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units (valued in relation to a Share), Deferred Stock Rights and any other similar Award under which the value of the Award is measured as the full value of a Share, rather than the increase in the value of a Share. If, however, (i) an Award (including an Assumed Award) lapses, expires, terminates or is cancelled without the issuance of Shares under the Award (whether due currently or on a deferred basis), (ii) it is determined

during or at the conclusion of the term of an Award (including an Assumed Award) that all or some portion of the Shares with respect to which the Award was granted will not be issuable on the basis that the conditions for such issuance will not be satisfied, (iii) Shares are forfeited under an Award (including an Assumed Award) or (iv) Shares are issued under any Award (including an Assumed Award) and the Company subsequently reacquires them pursuant to rights reserved upon the issuance of the Shares, then such Shares shall be credited to the Plan’s reserve (in the same number as they depleted the reserve or, with respect to Assumed Awards, on a Share-for-Share basis) and may be used for new Awards under this Plan, but Shares recredited to the Plan’s reserve pursuant to clause (iv) may not be issued pursuant to Incentive Stock Options.

(c) Participant Limitations . Subject to adjustment as provided in Section 17, no Participant may be granted Awards that could result in such Participant:

(i) receiving Options for, and/or Stock Appreciation Rights with respect to, more than 750,000 Shares during any fiscal year of the Company;

(ii) receiving Awards of Restricted Stock and/or Restricted Stock Units and/or Deferred Stock Rights relating to more than 500,000 Shares during any fiscal year of the Company;

(iii) receiving Awards of Performance Shares, and/or Awards of Performance Units the value of which is based on the Fair Market Value of Shares, for more than 500,000 Shares during any fiscal year of the Company;

(iv) receiving Awards of Performance Units, the value of which is not based on the Fair Market Value of Shares, for more than $3,000,000 during any fiscal year of the Company;

(v) receiving Annual Incentive Awards, with performance periods ending in the same fiscal year of the Company, with respect to more than $3,500,000; or

(vi) receiving other Stock-based Awards pursuant to Section 12 relating to more than 100,000 Shares during any fiscal year of the Company.

In all cases, determinations under this Section 6(c) should be made in a manner that is consistent with the exemption for performance-based compensation that Code Section 162(m) provides.

7. Options. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each Option, including but not limited to:

(a) Whether the Option is an Incentive Stock Option or a “nonqualified stock option” which does not meet the requirements of Code Section 422;

(b) The number of Shares subject to the Option;

(d) The exercise price, which may not be less than the Fair Market Value of the Shares subject to the Option as determined on the date of grant; provided that an Incentive Stock Option granted to a 10% Stockholder must have an exercise price at least equal to 110% of the Fair Market Value of the Shares subject to the Option as determined on the date of grant;

(e) The terms, conditions and manner of exercise, including but not limited to, the manner of payment of the exercise price; provided that, if the aggregate Fair Market Value of the Shares subject to all Incentive Stock Options granted to the Participant (as determined on the date of grant of such Option) that become exercisable during a calendar year exceed $100,000, then such Incentive Stock Options shall be treated as nonqualified stock options to the extent such $100,000 limitation is exceeded; and

(f) The term; provided that each Option must terminate no later than ten (10) years after the date of grant and each Incentive Stock Option granted to a 10% Stockholder must terminate no later than five (5) years after the date of grant.

In all other respects, the terms of any Incentive Stock Option should comply with the provisions of Code Section 422 except to the extent the Administrator determines otherwise. If an Option that is intended to be an Incentive Stock Option fails to meet the requirements thereof, the Option shall automatically be treated as a nonqualified stock option to the extent of such failure.

Subject to the terms and conditions of the Award, payment of the exercise price and applicable withholding taxes due upon exercise of the Option, or both, may be made in the form of Stock already owned by the Participant, which Stock shall be valued at Fair Market Value on the date the Option is exercised, or by means of any “net exercise” or similar procedure established under the Plan. A Participant who elects to make payment in Stock may not transfer fractional shares or shares of Stock with an aggregate Fair Market Value in excess of the Option exercise price plus applicable withholding taxes.

8. Stock Appreciation Rights. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR, including but not limited to:

(a) Whether the SAR is granted independently of an Option or relates to an Option;

(b) The number of Shares to which the SAR relates;

(d) The grant price, provided that the grant price shall not be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant;

(e) The terms and conditions of exercise or maturity;

(f) The term, provided that each SAR must terminate no later than ten (10) years after the date of grant; and

(g) Whether the SAR will be settled in cash, Shares or a combination thereof.

If an SAR is granted in relation to an Option, then unless otherwise determined by the Administrator, the SAR shall be exercisable or shall mature at the same time or times, on the same conditions and to the extent and in the proportion, that the related Option is exercisable and may be exercised or mature for all or part of the Shares subject to the related Option. Upon exercise of any number of SARs, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of Shares covered by the related SAR.

9. Performance Units and Stock Awards. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each award of Restricted Stock, Restricted Stock Units, Deferred Stock Rights, Performance Shares or Performance Units, including but not limited to:

(a) The number of Shares and/or units to which such Award relates;

(b) Whether, as a condition for the Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Administrator specifies;

(c) The Restriction Period with respect to Restricted Stock or Restricted Stock Units and the period of deferral for Deferred Stock Rights;

(d) The performance period for Performance Awards (which, subject to the provisions of Sections 13 and 17, must be at least one year for Stock-based Performance Awards);

(e) With respect to Performance Units, whether to measure the value of each unit in relation to a designated dollar value or the Fair Market Value of one or more Shares; and

(f) With respect to Restricted Stock Units and Performance Units, whether to settle such Awards in cash, in Shares, or a combination thereof.

During the time Restricted Stock is subject to the Restriction Period, the Participant shall have all of the rights of a stockholder with respect to the Restricted Stock, including the right to vote such Stock and, unless the Administrator shall otherwise provide, the right to receive dividends paid with respect to such Stock.

Except as otherwise provided in the Plan, at such time as all restrictions applicable to an Award of Restricted Stock, Deferred Stock Rights or Restricted Stock Units are met and the Restriction Period expires, ownership of the Stock subject to such restrictions shall be transferred to the Participant free of all restrictions except those that may be imposed by applicable law; provided that if Restricted Stock Units are paid in cash, said payment shall be made to the Participant after all applicable restrictions lapse and the Restriction Period expires.

10. Annual Incentive Awards . Subject to the terms of this Plan, the Administrator will determine all terms and conditions of an Annual Incentive Award, including but not limited to the Performance Goals, performance period, the potential amount payable, and the timing of payment, provided that the Administrator must require that payment of all or any portion of the amount subject to the Annual Incentive Award is contingent on the achievement of one or more Performance Goals during the performance period (except as otherwise provided in Section 17(c)), although the Administrator may specify that all or a portion of the Performance Goals subject to an Award are deemed achieved upon a Participant’s death, Disability or such other circumstances as the Administrator may specify.

11. Dividend Equivalent Units . Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each award of Dividend Equivalent Units, including but not limited to whether: (a) such Award will be granted in tandem with another Award; (b) payment of the Award will be made currently or credited to an account for the Participant which provides for the deferral of such amounts until a stated time; and (c) the Award will be settled in cash or Shares; provided that Dividend Equivalent Units may be granted only in connection with a “full value” Award as defined in Section 6(b).

12. Other Stock-Based Awards . Subject to the terms of this Plan, the Administrator may grant to Participants other types of Awards, which shall be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Stock or cash. Such Award may include the issuance of unrestricted Shares, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right (except as prohibited by Section 15(e)), as a bonus, upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Administrator shall determine all terms and conditions of the Award, including but not limited to, the time or times at which such Awards shall be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Award that provides for purchase rights may not have a purchase price less than the Fair Market Value of the Shares subject to such rights as determined on the date of grant.

13. Effect of Termination on Awards . Except as otherwise provided by the Administrator in an Award agreement or determined by the Administrator at or prior to the time of termination of a Participant’s service, the following provisions shall apply to all outstanding Awards held by a Participant at the time of his or her termination of service from the Company and its Affiliates.

(a) Termination of Employment or Service . If a Participant’s service ends for any reason other than (i) a termination for Cause, (ii) Retirement, (iii) death, (iv) Disability or (v) a Covered Termination, then:

(i) All Options or SARs that are not vested on the date such Participant’s service ends shall be forfeited immediately, and all Options or SARs that are vested shall be exercisable until the earlier of ninety (90) days following the Participant’s termination date and the expiration date of the Option or SAR as set forth in the applicable Award agreement. Upon such earlier date, all Options and SARs then unexercised shall be forfeited.

(ii) All other Awards made to the Participant, to the extent not then earned, vested or paid to the Participant, shall terminate on the date the Participant’s service ends.

(b) Retirement or Covered Termination . Subject to Section 13(c), upon the Retirement or Covered Termination of a Participant not covered by Section 13(d):

(i) All Options and SARs that are not vested on the date of such termination shall be forfeited immediately, and all Options or SARs that are vested shall be exercisable until the earlier of ninety (90) days following the Participant’s Retirement or Covered Termination date and the expiration date of the Option or SAR. Upon such earlier date, all Options and SARs then unexercised shall be forfeited.

(ii) All Restricted Stock, Restricted Stock Units and Deferred Stock Rights (that are not Performance Awards or for which any Performance Goals have been satisfied) shall vest on a prorated basis, based on the portion of the restriction or deferral period, as applicable, which the Participant has completed at the time of Retirement or Covered Termination, and any other terms and conditions applicable to such Awards shall be deemed to have lapsed or otherwise been satisfied.

(iii) All Performance Awards, including Annual Incentive Awards, shall be paid in either unrestricted shares of Stock or cash, as the case may be, following the end of the performance period and based on achievement of the Performance Goals established for such Awards, as if the Participant had not retired or experienced a Covered Termination, but prorated based on the portion of the performance period which the Participant has completed at the time of Retirement or Covered Termination.

(c) Retirement or Covered Termination of Corporate Officer . If a Participant who is a Board-appointed corporate officer either Retires after the age of sixty (60) or experiences a Covered Termination, then the following provisions shall apply in lieu of Section 13(b):

(i) All Options or SARs shall remain outstanding (and shall continue to vest in accordance with the terms of the Award as if the Participant had continued in employment or service) until the earlier of the expiration date of the Award and the fifth anniversary of such Participant’s Retirement or Covered Termination date, as applicable; provided , however, that such extension shall result in the conversion of an Incentive Stock Option to a nonqualified stock option to the extent required under the Code. Upon such earlier date, all Options and SARs then unexercised shall be forfeited.

(ii) All Restricted Stock, Restricted Stock Units and Deferred Stock Rights (that are not Performance Awards or for which any Performance Goals have been satisfied) shall be immediately vested, and any other terms and conditions applicable to such Awards shall be deemed to have lapsed or otherwise been satisfied.

(iii) All Performance Awards, including Annual Incentive Awards, shall be paid in either unrestricted Shares or cash, as the case may be, following the end of the performance period and based on achievement of the Performance Goals established for such Awards, as if the Participant had not retired or experienced a Covered Termination.

Notwithstanding the foregoing, in the event of a Covered Termination, in no event shall Awards be paid or considered vested earlier than the date the general release described in Section 2(o) becomes effective.

(d) Retirement of a Non-Employee Director . Upon Retirement of a Participant who is then a Non-Employee Director, the following provisions shall apply in lieu of Section 13(b):

(e) Death or Disability . If a Participant’s service with the Company and its Affiliates ends due to death or Disability:

(i) All Options and SARs shall vest immediately and shall be exercisable until the earlier of twelve (12) months following the date the Participant’s service ends and the expiration date of the Option or SAR. Upon such earlier date, all Options and SARs then unexercised shall be forfeited.

(f) Termination for Cause . If a Participant’s service with the Company and its Affiliates is terminated for Cause, all Awards and grants of every type, whether or not then vested, shall terminate no later than the Participant’s last day of service. The Administrator shall have discretion to determine whether this Section 13(f) shall apply, whether the event or conduct at issue constitutes Cause for termination and the date on which Awards to a Participant shall terminate.

(g) Other Awards . The Administrator shall have the discretion to determine, at the time an Award is made, the effect on other Awards of the Participant’s termination of employment or service.

14. Transferability.

(a) Restrictions on Transfer . Awards are not transferable other than by will or the laws of descent and distribution, unless and to the extent the Administrator allows a Participant to designate in writing a beneficiary to exercise the Award or receive payment under an Award after the Participant’s death or transfer an Award as provided in subsection (b).

(b) Permitted Transfers . If allowed by the Administrator, a Participant may transfer the ownership of some or all of the vested or earned Awards granted to such Participant, other than Incentive Stock Options, to (i) the spouse, children or grandchildren of such Participant (the “Family Members”), (ii) a trust or trust established for the exclusive benefit of such Family Members, or (iii) a partnership in which such Family Members are the only partners. Notwithstanding the foregoing, vested or earned Awards may be transferred without the Administrator’s pre-approval if the transfer is made incident to a divorce as required pursuant to the terms of a “domestic relations order” as defined in Section 414(p) of the Code; provided that no such transfer will be allowed with respect to ISOs if such transferability is not permitted by Code Section 422. Any such transfer shall be without consideration and shall be irrevocable. No Award so transferred may be subsequently transferred, except by will or applicable laws of descent and distribution. The Administrator may create additional conditions and requirements applicable to the transfer of Awards. Following the allowable transfer of an Award, such Award shall continue to be subject to the same terms and conditions as were applicable to the Award immediately prior to the transfer. For purposes of settlement of the Award, delivery of Stock upon exercise of an Award and the Plan’s Change of Control provisions, however, any reference to a Participant shall be deemed to refer to the transferee.

(c) Restrictions on Exercisability . Each Award, and each right under any Award, shall be exercisable during the lifetime of the Participant only by such individual or, if permissible under applicable law, by such individual’s guardian or legal representative or by a permitted transferee pursuant to Section 14(b).

15. Termination and Amendment of Plan; Amendment, Modification or Cancellation of Awards.

(a) Term of Plan . Unless the Board or the Committee earlier terminates this Plan pursuant to Section 15(b), this Plan will terminate on the date all Shares reserved for issuance have been issued. If the term of this Plan extends beyond ten (10) years from the Effective Date, no Incentive Stock Options may be granted after such time unless the stockholders of the Company have approved an extension of this Plan.

(b) Termination and Amendment of Plan . The Board or the Committee may amend, alter, suspend, discontinue or terminate this Plan at any time, subject to the following limitations:

(i) the Board must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) prior action of the Board, (B) applicable corporate law, or (C) any other applicable law;

(ii) stockholders must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) Section 16 of the Exchange Act, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which the Shares are then traded, or (D) any other applicable law; and

(iii) stockholders must approve any of the following Plan amendments: (A) an amendment to materially increase any number of Shares specified in Section 6(a), the limit on Incentive Stock Options set forth in Section 6(a) or the limits set forth in Section 6(c) (except as permitted by Section 17), (B) an amendment to expand the group of individuals that may become Participants, or (C) an amendment that would diminish the protections afforded by Section 15(e).

(i) Except as provided in Section 15(e) and subject to the requirements of this Plan, the Administrator may modify, amend or cancel any Award, or waive any restrictions or conditions applicable to any Award or the exercise of the Award; provided that any modification or amendment that materially diminishes the rights of the Participant, or the cancellation of the Award, shall be effective only if agreed to by the Participant or any other person(s) as may then have an interest in the Award, but the Administrator need not obtain Participant (or other interested party) consent for the adjustment or cancellation of an Award pursuant to the provisions of Section 17 or the modification of an Award to the extent deemed necessary to comply with any applicable law, the listing requirements of any principal securities exchange or market on which the Shares are then traded, or to preserve favorable accounting or tax treatment of any Award for the Company, or to the extent the Administrator determines that such action does not materially and adversely affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award. Notwithstanding the foregoing, unless determined otherwise by the Administrator, any such amendment shall be made in a manner that will enable an Award intended to be exempt from Code Section 409A to continue to be so exempt, or to enable an Award intended to comply with Code Section 409A to continue to so comply.

(ii) Any Awards granted pursuant to this Plan, and any Stock issued or cash paid pursuant to an Award, shall be subject to (A) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time and (B) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to time.

(iii) Unless the Award agreement specifies otherwise, the Administrator may cancel any Award at any time if the Participant is not in compliance with all applicable provisions of the Award agreement and the Plan.

(d) Survival of Authority and Awards . Notwithstanding the foregoing, the authority of the Board and the Administrator under this Section 15 and to otherwise administer the Plan will extend beyond the date of this Plan’s termination to the extent necessary to administer Awards outstanding on the date of the Plan’s termination. In addition, termination of this Plan will not affect the rights of Participants with respect to Awards previously granted to them, and all unexpired Awards will continue in force and effect after termination of this Plan except as they may lapse or be terminated by their own terms and conditions.

(e) Repricing and Backdating Prohibited . Notwithstanding anything in this Plan to the contrary, except as provided in Section 17, neither the Administrator nor any other person may (i) amend the terms of outstanding Options or SARs to reduce the exercise or grant price of such outstanding Options or SARs; (ii) cancel outstanding Options or SARs in exchange for Options or SARs with an exercise or grant price that is less than the exercise price of the original Options or SARs; or (iii) cancel outstanding Options or SARs with an exercise or grant price above the current Share price in exchange for cash or other securities. In addition, the Administrator may not make a grant of an Option or SAR with a grant date that is effective prior to the date the Administrator takes action to approve such Award.

(f) Foreign Participation . To assure the viability or the favorable tax or accounting treatment of Awards granted to Participants employed or residing in a country other than the U.S. or Ireland (a “foreign country”), the Administrator may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, applicable accounting standards or custom. Moreover, the Administrator may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Administrator approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country. In addition, all such supplements, amendments, restatements or alternative versions must comply with the provisions of Section 15(b)(ii).

In addition, if an Award is or becomes subject to Code Section 457A such that the amount payable or Shares issuable under such Award would be taxable to the Participant under Code Section 457A in the year such Award is no longer subject to a substantial risk of forfeiture, then the amount payable or Shares issuable under such Award shall be paid or issued to the Participant as soon as practicable after such substantial risk of forfeiture lapses (or, for Awards that are not considered nonqualified deferred compensation subject to Code Section 409A, no later than the end of the short-term deferral period permitted by Code Section 457A) notwithstanding anything in this Plan or the Award agreement to the contrary.

(g) Code Section 409A . The provisions of Code Section 409A are incorporated herein by reference to the extent necessary for any Award that is subject to Code Section 409A to comply therewith.

16. Taxes .

(a) Withholding . In the event the Company or an Affiliate of the Company is required to withhold any applicable withholding or similar taxes or other amounts in respect of any income recognized by a Participant as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company may deduct cash (or require an Affiliate to deduct cash) from any payments of any kind otherwise due the Participant, or with the consent of the Committee, Shares otherwise deliverable or vesting under an Award, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and other amounts. If Shares are deliverable upon exercise or payment of an Award, the Committee may permit a Participant to satisfy all or a portion of the applicable withholding or similar tax obligations arising in connection with such Award by electing to (i) have the Company withhold Shares otherwise issuable under the Award, (ii) tender back Shares received in connection with such Award or (iii) deliver other previously owned Shares; provided that the amount to be withheld may not exceed the total minimum applicable withholding or similar obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires. In any case, the Company may defer making payment or delivery under any Award if any such tax may be pending unless and until indemnified to its satisfaction.

(b) No Guarantee of Tax Treatment . Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A or Code Section 457A shall be so exempt, (ii) any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.

(c) Participant Responsibilities . If a Participant shall dispose of Stock acquired through exercise of an ISO within either (i) two (2) years after the date the Option is granted or (ii) one (1) year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the Company within seven (7) days of the date of such disqualifying disposition. In addition, if a Participant elects, under Code Section 83, to be taxed at the time an Award of Restricted Stock (or other property subject to such Code section) is made, rather than at the time the Award vests, such Participant shall notify the Company within seven (7) days of the date the Restricted Stock subject to the election is awarded.

17. Adjustment Provisions; Change of Control.

(a) Adjustment of Shares . If: (i) the Company shall at any time be involved in a merger or other transaction in which the Shares are changed or exchanged; (ii) the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities or other property; (iii) the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or (iv) any other event shall occur, which, in the case of this clause (iv), in the judgment of the Board or Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Administrator shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, adjust as applicable: (A) the number and type of Shares subject to this Plan (including the number and type of Shares described in Section 6) and which may after the event be made the subject of Awards; (B) the number and type of Shares subject to outstanding Awards; (C) the grant, purchase, or exercise price with respect to any Award; and (D) to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals of an Award. In any such case, the Administrator may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective at such time as the Administrator specifies (which may be the time such transaction or event is effective). In each case, with respect to Awards of Incentive Stock Options, no such adjustment may be authorized to the extent that such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always be a whole number, and any fractional share resulting from such adjustment shall be rounded down to the nearest whole Share. In any event, previously granted Options or SARs are subject only to such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.

Without limitation, in the event of any reorganization, merger, consolidation, combination or other similar corporate transaction or event, whether or not constituting a Change of Control (other than any such transaction in which the Company is the continuing corporation and in which the outstanding Stock is not being converted into or exchanged for different securities, cash or other property, or any combination thereof), the Administrator may substitute, on an equitable basis as the Administrator determines, for each Share then subject to an Award and the Shares subject to this Plan (if the Plan will continue in effect), the number and kind of shares of stock, other securities, cash or other property to which holders of Stock are or will be entitled in respect of each Share pursuant to the transaction.

Notwithstanding the foregoing, in the case of a stock dividend (other than a stock dividend declared in lieu of an ordinary cash dividend) or subdivision or combination of the Shares (including a reverse stock split), if no action is taken by the Administrator, adjustments contemplated by this subsection that are proportionate shall nevertheless automatically be made as of the date of such stock dividend or subdivision or combination of the Shares; provided that the number of Shares subject to any Award payable or denominated in Shares must always be a whole number, and any fractional share resulting from such adjustment shall be rounded down to the nearest whole Share.

(b) Issuance or Assumption . Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Administrator may authorize the issuance or assumption of awards under this Plan upon such terms and conditions as it may deem appropriate.

(c) Change of Control . To the extent a Participant’s employment, retention, change of control, severance or similar agreement with the Company or any Affiliate then in effect, if any, provides for more favorable treatment to the Participant than the provisions of this Section 17(c), such agreement shall control. In all other cases, unless provided otherwise in an Award agreement or by the Administrator prior to the Change of Control, in the event of a Change of Control:

(i) Each Option or SAR that is then held by a Participant who is employed by or in the service of the Company or an Affiliate shall become immediately and fully vested, and, unless otherwise determined by the Board or Committee, all Options and SARs shall be cancelled on the date of the Change of Control in exchange for a cash payment equal to the excess of the Change of Control price of the Shares covered by the Option or SAR that is so cancelled over the purchase or grant price of such Shares under the Award;

(ii) Restricted Stock, Restricted Stock Units and Deferred Stock Rights (that are not Performance Awards) that are not then vested shall vest;

(iii) (A) All Performance Awards that are earned but not yet paid shall be paid, (B) all Performance Awards (other than Annual Incentive Awards) for which the performance period has not expired shall be cancelled in exchange for a cash payment equal to the amount that would have been due under such Award(s) if the Performance Goals (as measured at the time of the Change of Control) were to continue to be achieved at the same rate through the end of the performance period, or if higher, assuming the target Performance Goals (at 100% of the stated target level) had been met at the time of such Change of Control, and (C) all Annual Incentive Awards for which the performance period has not expired shall be cancelled in exchange for a cash payment equal to the amount that would have been due under such Award(s), determined by using the Participant’s annual base salary rate as in effect immediately before the Change of Control and by assuming the Performance Goals for such period have been fully achieved; and

(iv) All Dividend Equivalent Units that are not vested shall vest and be paid in cash, and all other Awards that are not vested shall vest and if an amount is payable under such vested Award, such amount shall be paid in cash based on the value of the Award.

If the value of an Award is based on the Fair Market Value of a Share, Fair Market Value shall be deemed to mean the per share Change of Control price. The Administrator shall determine the per share Change of Control price paid or deemed paid in the Change of Control transaction.

Except as otherwise expressly provided in any agreement between a Participant and the Company or an Affiliate, if the receipt of any payment by a Participant under the circumstances described above would result in the payment by the Participant of any excise tax provided for in Section 280G and Section 4999 of the Code, then the Administrator may, in its discretion, reduce the amount of such payment to the extent required to prevent the imposition of such excise tax.

18. Miscellaneous.

(a) Other Terms and Conditions . To the extent not inconsistent with other terms of the Plan, the grant of any Award may also be subject to other provisions (whether or not applicable to the Award granted to any other Participant) as the Administrator determines appropriate, including, without limitation, provisions for:

(i) restrictions on resale or other disposition of Shares; and

(ii) compliance with federal or state securities laws and stock exchange requirements.

(b) Employment and Service . The issuance of an Award shall not confer upon a Participant any right with respect to continued employment or service with the Company or any Affiliate, or the right to continue as a Director. Unless determined otherwise by the Administrator, for purposes of the Plan and all Awards, the following rules shall apply:

(i) a Participant who transfers employment between the Company and its Affiliates, or between Affiliates, will not be considered to have terminated employment;

(ii) a Participant who ceases to be a Non-Employee Director because he or she becomes an employee of the Company or an Affiliate, or a Participant who ceases to be employed by the Company or any Affiliate and immediately thereafter becomes a Non-Employee Director, shall not be considered to have ceased service or terminated employment, respectively, until such Participant’s service to the Company or any Affiliate in any such capacity is terminated; and

(iii) a Participant employed by an Affiliate will be considered to have terminated employment when such entity ceases to be an Affiliate.

Notwithstanding the foregoing, for purposes of an Award that is subject to Code Section 409A, (x) if a Participant’s termination of employment or service triggers the payment of compensation under such Award, then the Participant will be deemed to have terminated employment or service upon his or her “separation from service” within the meaning of Code Section 409A; and (y) if the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of his or her separation from service within the meaning of Code Section 409A, then, to the extent required by Code Section 409A, any payment made to the Participant on account of such separation from service shall not be made before a date that is six months after the date of the separation from service.

(c) No Fractional Shares . No fractional Shares or other securities may be issued or delivered pursuant to this Plan, and the Administrator may determine whether cash, other securities or other property will be paid or transferred in lieu of any fractional Shares or other securities, or whether such fractional Shares or other securities or any rights to fractional Shares or other securities will be canceled, terminated or otherwise eliminated.

(d) Unfunded Plan . This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fund with respect to this Plan’s benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights are no greater than the rights of the Company’s general unsecured creditors. Neither the Company nor any Subsidiary will be required to segregate any assets that may at any time be represented by Awards granted pursuant to the Plan.

(e) Requirements of Law and Securities Exchange . The granting of Awards and the issuance of Shares in connection with an Award are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision of this Plan or any Award agreement, the Company has no liability to deliver any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity, and unless and until the Participant has taken all actions required by the Company in connection therewith. The Company may impose such restrictions on any Shares issued under the Plan as the Company determines necessary or desirable to comply with all applicable laws, rules and regulations or the requirements of any national securities exchanges.

(f) Restrictive Legends; Representations . All Shares delivered (whether in certificated or book entry form) pursuant to any Award or the exercise thereof shall bear such legends or be subject to such stop transfer orders as the Administrator may deem advisable under the Plan or under applicable laws, rules or regulations or the requirements of any national securities exchange. The Administrator may require each Participant or other Person who acquires Shares under the Plan by means of an Award to represent to the Company in writing that such Participant or other Person is acquiring the Shares without a view to the distribution thereof.

(g) Governing Law . This Plan, and all agreements under this Plan, will be construed in accordance with and governed by the laws of the State of Minnesota, without reference to any conflict of law principles. Any legal action or proceeding with respect to this Plan, any Award or any Award agreement, or for recognition and enforcement of any judgment in respect of this Plan, any Award or any Award agreement, may only be heard in a “bench” trial, and any party to such action or proceeding shall agree to waive its right to a jury trial.

(h) Limitations on Actions . Any legal action or proceeding with respect to this Plan, any Award or any award agreement, must be brought within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint.

(i) Construction . Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are used in the singular or plural, they shall be construed as though they were used in the plural or singular, as the case may be, in all cases where they would so apply. Titles of sections are for general information only, and this Plan is not to be construed with reference to such titles.

(j) No Rights as Stockholders . A Participant who is granted an Award under the Plan will have no rights as a stockholder of the Company with respect to the Award unless and until the Shares underlying the Award are registered in the Participant’s name. The right of any Participant to receive an Award by virtue of participation in the Plan will be no greater than the right of any unsecured general creditor of the Company.

(k) Nature of Payments . All Awards made pursuant to the Plan are in consideration of services for the Company or an Affiliate. Any gain realized or income recognized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and will not be taken into account as compensation or otherwise included in the determination of benefits for purposes of any other employee benefit plan of the Company or an Affiliate, except as the Administrator otherwise provides. The adoption of the Plan will have no effect on Awards made or to be made under any other benefit plan covering an employee of the Company or an Affiliate or any predecessor or successor of the Company or an Affiliate. The grant of an Option or SAR will impose no obligation upon the Participant to exercise the Award.

(l) Severability . If any provision of this Plan or any Award agreement or any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or (ii) would disqualify this Plan, any Award agreement or any Award under any law the Administrator deems applicable, then such provision should be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Administrator, materially altering the intent of this Plan, Award agreement or Award, then such provision should be stricken as to such jurisdiction, person or Award, and the remainder of this Plan, such Award agreement and such Award will remain in full force and effect.

Appendix A

Terms Applicable to Awards

Resulting from Assumption and Conversion of

Tyco International Ltd. 2004 Stock and Incentive Plan Awards

The terms and conditions set forth below will apply, in lieu of the provisions of the Plan covering the same subject matter, to Assumed Awards. For purposes of this Appendix A, “Assumed Awards” means Awards that result from the assumption and conversion of awards that, prior to the Distribution, related to stock of Tyco International Ltd. and that were granted under the Tyco International Ltd. 2004 Stock and Incentive Plan. Except for the terms and conditions set forth below, such Awards will be subject to all of the terms and conditions of the Plan. For the avoidance of doubt, any references in this Appendix A to the “grant” of an Award, the “date of grant” or similar references shall be deemed to refer to the original grant of the Assumed Award and not to any assumption or conversion of the Assumed Award in connection with the Distribution or subsequent mergers.

1. Definitions . Capitalized terms used in this Appendix have the following meanings or, if they are not defined in this Appendix A, the meanings given in the Plan.

(a) “Cause” means misconduct that is willfully or wantonly harmful to the Company or any of its Subsidiaries, monetarily or otherwise.

(b) “Change of Control” means the first to occur of any of the following events after the Merger Closing:

(i) any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act), excluding for this purpose, (A) the Company or any Subsidiary or (ii) any employee benefit plan of the Company or any Subsidiary (or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan that acquires beneficial ownership of voting securities of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than 30 percent of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change of Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; or

(ii) persons who, immediately after the Merger Closing, constitute the Board (the “Incumbent Directors”) cease for any reason (including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a majority thereof, provided that any person becoming a Director subsequent to the Merger Closing shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50 percent of the Incumbent Directors; but provided further , that any such person whose initial assumption of office is in connection with an actual or threatened proxy contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80 percent of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own directly or indirectly more than 50 percent of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or

(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(c) “Change of Control Termination” shall mean an Employee’s Involuntary Termination that occurs during the period beginning 60 days prior to the date of a Change of Control and ending two years after the date of such Change of Control.

(d) “Disabled” or “Disability” means the inability of the Employee to perform the material duties pertaining to such Employee’s employment due to a physical or mental injury, infirmity or incapacity for 180 days (including weekends and holidays) in any 365-day period. The existence or nonexistence of a Disability shall be determined by an independent physician selected by the Company and reasonably acceptable to the Employee.

(e) “Employee” means any individual who performs services as an officer or employee of the Company or a Subsidiary.

(f) “Involuntary Termination” means a Termination of Employment of the Participant initiated by the Company or a Subsidiary for any reason other than Cause, Disability or death.

(g) “Key Employee” means an Employee who is a “covered employee” within the meaning of Code Section 162(m)(3).

(h) “Long-Term Performance Award” means Performance Units that are earned solely on account of the attainment of a specified performance target in relation to one or more performance measures designated in the applicable Award Agreement.

(i) “Normal Retirement” means Termination of Employment on or after a Participant has attained age 60, provided that the sum of the Participant’s age and years of service with the Company is 70 or higher.

(j) “Performance Cycle” means, with respect to any Award that vests based on performance measures, the period over which the level of performance will be assessed.

(k) “Reporting Person” means an Employee who is subject to the reporting requirements of Section 16(a) of the Exchange Act.

(l) “Stock-Based Award” means an Award of Restricted Stock Units.

(m) “Target Amount” means a target Award under this Plan if the relevant performance measure is fully (100%) attained, as determined by the Committee.

(n) “Termination of Employment” means the date of cessation of an Employee’s employment relationship with the Company or a Subsidiary for any reason, with or without Cause, as determined by the Company; provided that, with respect to (A) Awards held by an employee of Tyco International Ltd. or its subsidiaries who did not become employed by the Company or one of its subsidiaries as of the date of the Distribution and (B) Awards held by a director of Tyco International Ltd., the phrase “Termination of Employment” shall mean the date the individual terminates employment from, or service as a director of, Tyco International Ltd. (or any successor thereto) or any subsidiary or affiliate thereof.

2. Options and Stock Appreciation Rights

(a) Exercisability. Unless the applicable Award agreement provides otherwise, an Option or Stock Appreciation Right will become exercisable in equal annual installments over a period of four years beginning immediately after the date on which the Option or Stock Appreciation Right was granted, and will lapse 10 years after the date of grant, except as otherwise provided herein.

(b) Death, Disability or Normal Retirement . Unless the applicable Award agreement provides otherwise, upon the death, Disability or Normal Retirement of a Participant who has outstanding Options or Stock Appreciation Rights, the unvested Options or Stock Appreciation Rights will vest. Unless the applicable Award agreement provides otherwise, the Participant’s Options and Stock Appreciation Rights will lapse, and will not thereafter be exercisable, upon the earlier of (i) their original expiration date or (ii) the date that is three years after the date on which the Participant dies, incurs a Disability or incurs a Normal Retirement.

(c) Termination of Employment After Age 55 . Unless the applicable Award agreement provides otherwise, upon the Termination of Employment of a Participant for any reason other than the Participant’s death, Disability or Normal Retirement or due to a Change of Control, if the Participant has attained age 55, and the sum of the Participant’s age and years of service with the Company is 60 or higher, a pro rata portion of the Participant’s Options and Stock Appreciation Rights will vest so that the total number of vested Options or Stock Appreciation Rights held by the Participant at Termination of Employment (including those that have already vested as of such date) will be equal to (i) the total number of Options or Stock Appreciation Rights originally granted to the Participant under each Award multiplied by (ii) a fraction, the numerator of which is the period of time (in whole months) that have elapsed since the date of grant, and the denominator of which is four years (or such other applicable vesting term as is set forth in the Award agreement). Unless the Award agreement provides otherwise, such Participant’s Options and Stock Appreciation Rights will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is three years after the date of Termination of Employment.

(d) Other Terminations . Upon the Termination of Employment of a Participant that does not meet the requirements of paragraphs (b) or (c) above, any unvested Options or Stock Appreciation Rights will be forfeited unless the Award agreement provides otherwise. Any Options or Stock Appreciation Rights that are vested as of such Termination of Employment will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is six months after the date of such Termination of Employment, unless the Award agreement provides otherwise.

(e) Deceased Participants. Options and Stock Appreciation Rights of a deceased Participant may be exercised only by the estate of the Participant or by the person given authority to exercise the Options or Stock Appreciation Rights by the Participant’s will or by operation of law. If an Option or Stock Appreciation Right is exercised by the executor or administrator of a deceased Participant, or by the person or persons to whom the Option or Stock Appreciation Right has been transferred by the Participant’s will or the applicable laws of descent and distribution, the Company will be under no obligation to deliver Shares or cash until the Company is satisfied that the person exercising the Option or Stock Appreciation Right is the duly appointed executor or administrator of the deceased Participant or the person to whom the Option or Stock Appreciation Right has been transferred by the Participant’s will or by applicable laws of descent and distribution.

(f) Tandem Stock Appreciation Rights. A Stock Appreciation Right granted in tandem with an Option is subject to the same terms and conditions as the related Option and will be exercisable only to the extent that the related Option is exercisable.

3. Performance Units

(a) Reduction of Awards. The Committee, in its discretion, may, on a case-by-case basis, reduce, but not increase, the amount of Long-Term Performance Awards payable to any Reporting Person with respect to any given Performance Cycle, provided , however, that no reduction will result in an increase in the dollar amount or number of Shares payable under any Long-Term Performance Award of a Key Employee.

(b) Payment, Certification . No Long-Term Performance Award will vest with respect to any Reporting Person until the Committee certifies in writing the level of performance attained for the Performance Cycle in relation to the applicable performance measures. Long-Term Performance Awards awarded to Reporting Persons who are not Key Employees will be based on the performance measures and payment formulas that the Committee, in its discretion, may establish for these purposes. These performance measures and formulas may be the same as or different than the performance measures and formulas that apply to Key Employees. In applying performance measures, the Committee may, in its discretion, exclude unusual or infrequently occurring items (including any event listed below under “Adjustments” or “Change of Control”) and the cumulative effect of changes in the law, regulations or accounting rules, and may determine no later than ninety (90) days after the commencement of any applicable Performance Cycle or such shorter or longer period as complies with the applicable requirements of Code Section 162(m) and applicable regulations thereunder to exclude other items, each determined in accordance with GAAP (to the extent applicable) and as identified in the financial statements, notes to the financial statements or discussion and analysis of management.

(c) Form of Payment . Long-Term Performance Awards in the form of Performance Units may be paid in cash or full Shares, in the discretion of the Committee, and as set forth in the Award agreement. Performance-based Restricted Stock Units and Restricted Stock will be paid in full Shares. Payment with respect to any fractional Share will be in cash in an amount based on the Fair Market Value of the Share as of the date the Performance Unit becomes payable. All such Long-Term Performance Awards shall be paid no later than the 15th day of the third month following the end of the calendar year (or, if later, following the end of the Company’s fiscal year) in which such Long-Term Performance Awards are no longer subject to a substantial risk of forfeiture (as determined for purposes of Code Section 409A), except as otherwise provided in the applicable Award agreement or to the extent that a Participant has elected to defer payment under the terms of a duly authorized deferred compensation arrangement, in which case the terms of such arrangement shall govern.

(d) Code Section 162(m) . It is the intent of the Company that Long-Term Performance Awards be “performance-based compensation” for purposes of Code Section 162(m), that this Section 3 of Appendix A to the Plan be interpreted in a manner that satisfies the applicable requirements of Code Section 162(m)(C) and related regulations, and that the Plan be operated so that the Company may take a full tax deduction for Long-Term Performance Awards. If any provision of this Plan or any Long-Term Performance Award would otherwise frustrate or conflict with this intent, the provision will be interpreted and deemed amended so as to avoid this conflict.

(e) Retirement . If a Participant would be entitled to a Long-Term Performance Award but for the fact that the Participant’s employment with the Company terminated prior to the end of the Performance Cycle, the Participant may, in the Committee’s discretion, receive a Long-Term Performance Award, prorated for the portion of the Performance Cycle that the Participant completed and payable at the same time after the end of the Performance Cycle that payments to other Long-Term Performance Award recipients are made, if the sum of the Participant’s age and years of service with the Company was 60 or higher at the time of Termination of Employment or if the Participant retired under a Normal Retirement. The prorated amount of any such Long-Term Performance Award paid due to retirement shall be determined based upon the actual performance achieved during the performance period relative to the pre-established goals for such performance.

4. Other Stock-Based Awards

(a) Vesting . Unless the Award agreement provides otherwise, restrictions on Stock-Based Awards subject to this Section 4 of Appendix A to the Plan will lapse in equal annual installments over a period of four years beginning immediately after the date of grant. If the restrictions on Stock-Based Awards have not lapsed or been satisfied as of the Participant’s Termination of Employment, the Shares will be forfeited by the Participant if the termination is for any reason other than the Normal Retirement, death or Disability of the Participant or a Change of Control, except that the Award will vest pro rata with respect to the portion of the four-year vesting term (or such other vesting term as is set forth in the Award agreement) that the Participant has completed if the Participant has attained age 55, the sum of the Participant’s age and years of service with the Company is 60 or higher and the Participant has satisfied all other applicable conditions established by the Committee with respect to such pro rata vesting. Unless the Award agreement provides otherwise, all restrictions on Stock-Based Awards granted pursuant to this Section 4(a) will lapse upon the Normal Retirement, death or Disability of the Participant or a Change of Control Termination.

(b) Grant of Restricted Stock . Any Shares of Restricted Stock granted to a Participant will be registered in the name of the Participant and held for the Participant by the Company. The Participant will have all rights of a stockholder with respect to the Shares, including the right to vote and to receive dividends or other distributions, except that the Shares may be subject to a vesting schedule and will be forfeited if the Participant attempts to sell, transfer, assign, pledge or otherwise encumber or dispose of the Shares before the restrictions are satisfied or lapse.

(c) Grant of Restricted Stock Units . Any Restricted Stock Units granted to an Employee will be paid in cash or whole Shares or a combination of cash and Shares, in the discretion of the Committee, when the restrictions on the Units lapse and any other conditions set forth in the Award agreement have been satisfied. For each Restricted Unit that vests, one Share will be paid or an amount in cash equal to the Fair Market Value of a Share as of the date on which the Restricted Unit vests.

(d) Grant of Deferred Stock Rights . Any Deferred Stock Rights granted to an Employee will be paid in whole Shares upon the Employee’s Termination of Employment if the restrictions on the Rights have lapsed. One Share will be paid for each Deferred Stock Rights that becomes payable.

(e) Dividends and Dividend Equivalent Units . If set forth in the applicable Award agreement, dividends issued on Shares may be paid immediately or withheld and deferred in the Participant’s account. In the event of a payment of dividends on Stock, the Committee may credit Restricted Stock Units with Dividend Equivalent Units in accordance with terms and conditions established in the discretion of the Committee. Dividend Equivalent Units will be subject to such vesting terms as are determined by the Committee and may be distributed immediately or withheld and deferred in the Participant’s account as set forth in the applicable Award agreement. Deferred Stock Rights may, as set forth in the Award agreement, be credited with Dividend Equivalent Units or additional Deferred Stock Rights. The number of any Deferred Stock Rights credited to a Participant’s account upon the payment of a dividend will be equal to the quotient produced by dividing the cash value of the dividend by the Fair Market Value of one Share as of the date the dividend is paid. The Committee will determine any terms and conditions on deferral of a dividend or Dividend Equivalent Units, including the rate of interest to be credited on deferral and whether interest will be compounded.

5. Termination for Cause. Notwithstanding anything to the contrary herein, if a Participant incurs a Termination of Employment for Cause, then all Options, Stock Appreciation Rights, Long-Term Performance Awards, Restricted Stock Units, Restricted Stock and other Stock-Based Awards will immediately be cancelled. The exercise of any Option or Stock Appreciation Right or the payment of any Award may be delayed, in the Committee’s discretion, in the event that a potential termination for Cause is pending, subject to ensuring an exemption from or compliance with Code Section 409A and the underlying regulations and rulings.

6. Change of Control.

(a) Acceleration . All outstanding Options and Stock Appreciation Rights will become exercisable as of the later of the effective date of a Change of Control or a Change of Control Termination for any Employee whose employment is terminated by means of a Change of Control Termination if the Awards are not otherwise vested, and all conditions will be waived with respect to outstanding Restricted Stock and Restricted Stock Units (other than Long-Term Performance Awards) and Deferred Stock Rights in such case. Each Participant who has been granted a Long-Term Performance Award that is outstanding as of the date of Change of Control, and whose employment is terminated by means of a Change of Control Termination, will be deemed to have achieved a level of performance, as of the later of the date of the Change of Control or the Change of Control Termination, that would cause all (100%) of the Participant’s Target Amounts to become payable and all restrictions on the Participant’s Restricted Stock Units and Shares of Restricted Stock to lapse.

(b) Adjustment, Conversion and Payment . In addition to the foregoing, no later than 90 days after the date of a Change of Control, the Committee (as constituted prior to the date of the Change of Control) shall provide for the following actions to apply to each Award that is outstanding as of the date of Change of Control: (i) an adjustment to such Award as the Committee deems appropriate to reflect such Change of Control, (ii) the acquisition of such Award, or substitution of a new right therefor, by the acquiring or surviving corporation after such Change of Control, or (iii) the purchase of such Award, at the Participant’s request, for an amount of cash equal to the amount that could have been attained upon the exercise or redemption of such Award immediately prior to the Change of Control had such Award been exercisable or payable at such time; provided that in the case of any Award that constitutes deferred compensation that is subject to Code Section 409A(a)(2), any action contemplated herein which would constitute an accelerated payment of such Award shall occur on a date specified in the applicable Award agreement, which date shall be no later than ninety (90) days after the Change of Control. Any payment made pursuant to this Section 6(b) shall include the value of any Dividend Equivalent Units credited with respect to such Award and accrued interest on such Dividend Equivalent Units. The Committee may specify how an Award will be treated in the event of a Change of Control either when the Award is granted or at any time thereafter, except as otherwise provided herein.

7. Fractional Shares . Except as otherwise provided in Section 3(c), if a Participant acquires the right to receive a fractional Share under the Plan, the Participant will receive, in lieu of the fractional Share, a full Share as of the date of settlement.

8. Amendment . No amendment of the Plan or any outstanding Award made without the Participant’s written consent may adversely affect any right of a Participant with respect to an outstanding Award.

9. Special Forfeiture Provision . An Award agreement may provide that the Participant may not, within two years of the Participant’s Termination of Employment with the Company, enter into any employment or consultation arrangement (including service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in any business in which the Company or any Subsidiary is engaged without prior written approval of the Committee if, in the sole judgment of the Committee, the business is competitive with the Company or any Subsidiary or business unit or such employment or consultation arrangement would present a risk that the Participant would likely disclose Company proprietary information (as determined by the Committee). If the Committee makes a determination that this prohibition has been violated, the Participant (i) will forfeit all rights under any outstanding Option or Stock Appreciation Right that was granted subject to the Award agreement and will return to the Company the amount of any profit realized upon an exercise of all Awards during the period, as the Committee determines and sets forth in the Award agreement, beginning no earlier than six months prior to the Participant’s Termination of Employment, and (ii) will forfeit and return to the Company any Performance Units, Shares of Restricted Stock, Restricted Stock Units (including any credited Dividend Equivalent Units), Deferred Stock Rights and other Stock-Based Awards that are outstanding on the date of the Participant’s Termination of Employment, subject to the Award agreement, and have not vested or that became vested and remain subject to this Section 9 of Appendix A to the Plan during a period, as set forth in the Award agreement, beginning no earlier than six months prior to the Participant’s Termination of Employment.

Appendix B

Terms Applicable to Awards

Resulting from Assumption and Conversion of

Tyco International Ltd. Long Term Incentive Plan

and Tyco International Ltd. Long Term Incentive Plan II Awards

The terms and conditions set forth below will apply, in lieu of the provisions of the Plan covering the same subject matter, to Assumed Awards. For purposes of this Appendix B, “Assumed Awards” means Awards that result from the assumption and conversion of awards that, prior to the Distribution, related to stock of Tyco International Ltd. and that were granted under the Tyco International Ltd. Long Term Incentive Plan or the Tyco International Ltd. Long Term Incentive Plan II. Except for the terms and conditions set forth below, such Awards will be subject to all of the terms and conditions of the Plan. For the avoidance of doubt, any references in this Appendix B to the “grant” of an Award, the “date of grant” or similar references shall be deemed to refer to the original grant of the Assumed Award and not to any assumption or conversion of the Assumed Award in connection with the Distribution or subsequent mergers.

1. Share Certificates . Notwithstanding any provisions in the Plan respecting certificates for Shares or other securities of the Company or any Subsidiary delivered under the Plan pursuant to any Award or the exercise thereof, no action shall be taken by the Committee which would, under the laws of Bermuda, cause a separate class of securities other than Shares to be created and the Committee shall consult with appropriate legal counsel in this regard.

2. Committee Discretion to Remove or Amend Restrictions on Transferability . Notwithstanding any restrictions on transferability of Awards referred to in the Plan, the Committee may, in its discretion, either generally or specifically, prospectively or retroactively, waive, amend, alter, suspend, discontinue, cancel or terminate any limits on transferability of Awards on such terms as the Committee may deem appropriate; provided that any of the acts described in this Section 2 of Appendix B to the Plan that would materially impair the rights of any Participant, or any holder or any beneficiary of any Award theretofore granted, shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

3. Amendments to the Plan . Any amendment, alteration, suspension, discontinuation, or termination of the Plan that would impair the rights of any Participant, or any other holder or beneficiary of any Award theretofore granted, shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

4. Amendments to Awards . The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award; provided that, subject to the Committee’s right to adjust Awards pursuant to the Plan and Section 5 below, (a) any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially impair the rights of any Participant, or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary; and (b) without the approval of the shareholders of the Company, no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially increase the rights of any Participant or any holder or beneficiary of any Award, shall be effective unless the Award, after giving effect to such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination, could permissibly have been granted under the terms of the Plan (without regard to this Section 4 of Appendix B to the Plan).

5. Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events . The Committee is hereby authorized to make adjustments in the terms and conditions of and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, or to be derived by the Company.

6. Change of Control .

(a) In addition to the Committee’s authority set forth in Section 5 above, in order to maintain the Participants’ rights in the event of any Change of Control (as defined below), the Committee, as constituted before such Change of Control, is hereby authorized, and has sole discretion, as to any Award, either at the time such Award was made hereunder or any time thereafter, to take any one or more of the following actions: (i) provide for the acceleration of any time periods relating to the exercise or realization of such Award so that such Award may be exercised or realized in full on or before a date fixed by the Committee; (ii) provide for the purchase of any such Award, upon the Participant’s request, for an amount of cash equal to the amount that could have been attained upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable; (iii) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change of Control; or (iv) cause any such Award then outstanding to be assumed, or new rights substituted therefor, by the acquiring or surviving corporation after such Change of Control.

(b) With respect to Awards resulting from the conversion of awards that, prior to the Distribution, related to stock of Tyco International Ltd. and that were granted under the Tyco International Ltd. Long Term Incentive Plan, a “Change of Control” shall mean the occurrence of any of the following events following the Merger Closing:

(ii) individuals who either: (A) are Directors immediately following the Merger Closing, or subsequently are appointed as Directors by, or on the recommendation of, a majority of the Directors in office immediately following the Merger Closing; or (B) are subsequently appointed as Directors by, or on the recommendation of, a majority of those Directors referred to in paragraph (A) above, cease for any reason, other than death or incapacity of a Director or his retirement at a general meeting of the Company at which he is re-elected as a Director (but including as a result of any proxy contest involving the solicitation of revocable proxies under Section 14(a) of the Exchange Act), to constitute a majority of the Board;

(iii) any “person” or “group” (other than an employee benefit plan or plans maintained by the Company or its affiliate) comes to possess, directly or indirectly, the legal right to direct the management and policies of the Company, whether through the ownership of securities, by contract or otherwise (other than solely by virtue of membership on the Board or any committee thereof);

(iv) the Company effects a merger, amalgamation, scheme of arrangement or other combination in which the Company is not the surviving entity, or a sale or disposition of all, or substantially all, of the assets of the Company; or

(v) a merger, amalgamation, scheme of arrangement or other combination of the Company or any Affiliate with or into another person or any analogous or similar transaction or event occurs as a result of which the voting rights exercisable at general meetings of the Company in respect of the shares of the Company in issue immediately prior to the relevant event no longer represent a majority of all the voting rights normally exercisable at general meetings of the Company in respect of the shares of the Company in issue immediately after such event.

(c) With respect to Awards resulting from the conversion of awards that, prior to the Distribution, related to stock of Tyco International Ltd. and that were granted under the Tyco International Ltd. Long Term Incentive Plan II, a “Change of Control” shall mean the occurrence of any of the following events following the Merger Closing:

(i) any “person” or “group” (as defined under Sections 13(d) and 14(d) of the Exchange Act) is or becomes the direct or indirect “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), of securities representing 50% or more of the combined voting power of the Company’s then outstanding voting securities other than in connection with a merger, amalgamation, scheme of arrangement or other combination pursuant to which the stockholders of the Company immediately prior to such event beneficially own 50% or more of the voting rights exercisable generally of any such person which is an entity;

(ii) such time as the Continuing Directors (as defined below) cease for any reason, other than death , incapacity or retirement of a Director, to constitute a majority of the Board (or, if applicable, the Board of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board who (A) was a member of the Board immediately following the Merger Closing or (B) was nominated or elected subsequent to such date by at least a majority of the Directors who were Continuing Directors at the time such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the Directors who were Continuing Directors at the time of such nomination or election; provided , however, that there shall be excluded from clause (B) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;

(v) a merger, amalgamation, scheme of arrangement or other combination of the Company with or into another person or any analogous or similar transaction or event occurs as a result of which the voting rights exercisable at general meetings of the Company in respect of the shares of the Company in issue immediately prior to the relevant event no longer represent a majority of all the voting rights normally exercisable at general meetings of the Company (or, if the Company is acquired by another entity in connection with such event, of such entity) in respect of the shares of the Company (or, if the Company is acquired by another entity in connection with such event, of the securities of such entity) in issue immediately after such event.

7. Termination of Service

For purposes of Converted Awards, with respect to (a) awards held by an employee of Tyco International Ltd. or its subsidiaries who does not become employed by the Company or one of its subsidiaries as of the date of the Distribution and (b) Awards held by a director of Tyco International Ltd., the phrase “termination of employment” or “termination of service” or similar phrases shall mean the date the individual terminates employment from, or service as a director of, Tyco International Ltd. (or any successor thereto) or any subsidiary or affiliate thereof.

SCHEDULE A

SPECIAL RULES FOR GRANT OF OPTIONS AND SHARE AWARDS

IN FRANCE

SEPTEMBER 28, 2012

RECITALS

These Special Rules for France supplement and modify the Pentair plc 2012 Stock and Incentive Plan (the “Plan”), to which this document is attached. The Plan, as modified and supplemented by the special rules of this Schedule (the “French Sub-Plan”), is intended to enable Pentair plc (“Pentair”) to grant certain salaried employees and officers of its French Subsidiaries Options, the characteristics of which conform to the main requirements of Articles L.225-177 to L.225-186-1 of the French Commercial Code and Restricted Stock, Rights to Restricted Stock and Unit Awards which conform to the main requirements of Articles L.225-197-1 to L.225-197-6 of the French Commercial Code so that they all are eligible for the specific treatment under French law with respect to taxation and social security contributions .

According to Article 80 bis , III of the French Tax Code, all options granted by a non-French listed company to the salaried employees and corporate officers of a French subsidiary of such company under a plan adopted by the non-French company may benefit from the special rules on the taxation of option exercise gains as long as the foreign plan fulfils the major conditions of articles L.225-117 to L.225-186-1 of the French Commercial Code.

According to Article 80 quaterdecies , II of the French Tax Code, share awards granted for no consideration by a non-French listed company to the salaried employees and officers of a French subsidiary of such company under a plan adopted by the non-French company may benefit from the special rules on the taxation of the benefit resulting from the acquisition gains of shares as long as the foreign plan fulfils the major conditions of articles L.225-197-1 to L.225-197-6 of the French Commercial Code.

1.	DEFINITIONS

1.1	In this French Sub-Plan, all capitalized words and expressions shall have the meaning set forth in the Plan, except for those words and expressions which are solely used, and specifically defined, in this French Sub-Plan.

1.2	When used in this French Sub-Plan, the following words and expressions shall have the meanings set forth below:


Date of Grant		In respect of an Option or a French Award subject to the French Share Awards Regime, the date of grant as set by the Committee pursuant to the authority granted by the Plan.

Option Exercise Price		The price set by the Committee on the Date of Grant at which a Share may be subscribed or purchased and corresponding to the fair market value of the Share on the Date of Grant as established in accordance with Section 2.2.2.

Four Year Lock-up Period		A period of four (4) years, starting on the Date of Grant of the French Options, during which the Shares acquired from the exercise of the Option cannot be sold or transferred.


French Awards		The Awards which may be made to a French Participant and which are limited to Options, Awards of Restricted Stock, and Unit Awards; provided, that under no circumstances may a Unit Award entitle a French Participant to receive cash.

French Commercial Code (Code de Commerce)		The Commercial Code in force in France from time to time.

French Eligible Person		Salaried employees (i.e., employees with an employment contract) and corporate officers (i.e., the President, Directeur Général and Directeur Général Délégué, Membre du Directoire, Gérant de sociétés par actions) of the relevant French Subsidiary, but expressly excluding consultants and the directors of the French Subsidiary, unless they also hold a post for which an employment contract has been signed.

French Participant		In respect of French Awards, a French Eligible Person of the relevant French Subsidiary, each as selected by the Committee to participate in this French Sub-Plan.

French Share Award		Awards of Restricted Stock and Unit Awards under this French Sub-Plan that are subject to the French Share Awards Regime.

French Share Awards Regime		The main requirements of articles L.225-197-1 to L.225-197-6 of the French Commercial Code which allow certain specific tax and social benefits pursuant to the rules of Article 80 quaterdecies of the French Tax Code and article L.242-1 of the French Social Security Code and which apply to Awards of Restricted Stock, and Unit Awards under this French Sub-Plan.

French Social Security Code		The “Code de la Sécurité sociale” in force in France from time to time.

French Subsidiary		Any company established in France in which Pentair owns, directly or indirectly, ten percent (10) or more of the share capital or the voting rights of such company.

French Tax Code		The “Code Général des Impôts” (CGI) in force in France from time to time.

Stock Option Regime		The main requirements of articles L.225-177 to L.225-186-1 of the French Commercial Code which convey certain specific tax and social benefits pursuant to the rules of Articles 163 bis C and 200 A of the French Tax Code and Article L.242-1 of the French Social Security Code and which apply to Awards of Options under this French Sub-Plan.

Two Year Holding Period		A period of two (2) years, starting on the end of the vesting period related to the Awards subject to the French Share Awards Regime during which the shares of Stock arising from these Awards can neither be sold nor transferred.

2	RULES OF THE FRENCH SUB-PLAN

2.1

Rules commonly applicable to the French Stock Option and the Share Awards eligible to the respective French Stock Option Regime and French Share Awards Regime

2.1.1

General

All the Plan’s provisions shall apply to French Participants, except as modified or supplemented by the specific provisions of this French Sub-Plan.

2.1.2

French Awards

The Awards attributable to a French Participant are limited to French Awards. Other Awards cannot be granted to French Participants and the relevant provisions of the Plan governing those Awards shall accordingly not apply to the French Participants.

2.1.3

Number of Shares of Stock that May be Acquired

Notwithstanding the provisions of the Plan, no Options or French Share Awards may be granted to a French Participant who owns more than 10% of the share capital of Pentair at the Date of Grant, as required by the Commercial Code. Furthermore, the maximum number of shares of Stock that may be subscribed or purchased by each French Participant under the French Sub-Plan shall not entitle him or her to hold more than a third of Pentair’s share capital, as required by the Commercial Code.

2.1.4

Agent holding Shares of Stock during the Four Year Lock-up Period or the Two Year Holding Period

In order to ensure that no Participant sells or transfers Shares resulting from the exercise of French Awards subject to the Stock Option Regime during the Four Year Lock-up Period or the grant of French Share Awards during the Two Year Holding Period, at the time of the exercise of Options subject to the Stock Option Regime or the delivery Shares pursuant to any French Share Awards, Pentair shall deliver all such Shares to Pentair’s agent to hold such Shares until the expiration of the Four Year Lock-up Period or the Two Year Holding Period, as applicable. At any time after the expiration of the Four Year Lock-up Period or the Two Year Holding Period, as applicable, the Participant may request Pentair’s agent to (a) deliver some or all of the Shares held to the Participant or (b) sell some or all of the Stock held and deliver the proceeds to the Participant. If requested by the Participant to deliver Stock, Pentair’s agent shall deliver such Shares by means of electronic transfer to the brokerage or bank account designated by the Participant. Pentair’s agent shall deliver the Stock or sell the Stock and deliver the proceeds from the sale as soon as administratively feasible after receipt of the written request from the Participant.

2.1.5

Termination of French Awards

Section 13 of the Plan shall apply only to the extent that it does not conflict with the provisions of this French Sub-Plan and in particular with Sections 2.2.5, 2.2.6, 2.2.8, 2.3.3, 2.3.4 and 2.3.5, which shall prevail in the event of any conflict.

2.1.6

Transferability of Awards

Notwithstanding Section 12 of the Plan, Options subject to the Stock Option Regime and French Share Awards cannot be assigned, transferred, pledged, or otherwise encumbered, except as otherwise permitted in this French Sub-Plan.

2.2

Rules specifically applicable to the French Awards subject to the Stock Option Regime

2.2.1

Types of Awards to be Granted to the French Participants Subject to the Stock Option Regime

The French Awards subject to the Stock Option Regime are limited to Options.

2.2.2

Exercise Price

The Exercise Price shall be established in accordance with Section 7 of the Plan; provided, that, notwithstanding such Section 7 of the Plan, the Exercise Price set at the Date of Grant shall not be less than 80% of the average of the closing price of the Stock for the last 20 trading days preceding the Date of Grant as quoted on the principal securities exchange market on which the Shares are listed for trading.

Except in the cases provided in Section 2.2.7 below, the number of Shares covered by an Option and the Exercise Price for the Shares covered by the Option may not be changed after the Date of Grant unless authorized by French law.

2.2.3

Grant Period

No Option may be granted to a French Participant (i) within a period of 20 trading days after the date on which Pentair has declared any dividends or other form of distributions in respect of its Stock traded on a securities exchange market a general right to subscribe to the Company’s Shares ( i.e ., a rights offering), (ii) within a period of 10 trading days before and 10 trading days after the date on which the annual or consolidated financial statements of Pentair are made public, or (iii) during any period during which the management bodies of Pentair have knowledge of information which could have, if made public, a significant impact on the market price of the Shares and for a period of 10 trading days after the business date on which such information is made public.

2.2.4

Adjustment of the Price and Number of Shares of Stock in the Event of a Certain Events

If, while an Option remains unexercised, Pentair is subject to or engages in any of the corporate actions described in Section 17 of the Plan, the Committee may adjust the number of Shares that may be acquired on exercise of the Option or the Exercise Price of the Shares covered by such Option, and such adjustment shall not result in the forfeiture of the specific rules applying to liability for tax and social security contributions arising from stock options; provided, the event falls within the transactions described in article L.225-181, sub-paragraph 2 of the French Commercial Code.

2.2.5

Vesting of French Stock Option

Notwithstanding the terms of Section 7 of the Plan, the French Awards subject to the Stock Option Regime granted to French Participants under the French Sub-Plan shall vest, or become exercisable, over a term of three (3) years, with two-thirds of the Option Awards vesting on the second anniversary of the Date of Grant and the remaining one-third of the Option Awards vesting on the third anniversary of the Date of Grant.

2.2.6

Four Year Lock-up Period

No Shares which have been acquired through the exercise of Options subject to the Stock Option Regime may be sold or transferred during the Four Year Lock-up Period. In addition, such Shares must be registered in the holder’s name throughout such Four Year Lock-up Period.

Except as specifically permitted by the terms of Sections 2.2.7 and 2.2.8 of this French Sub-Plan, any sale or transfer of Shares resulting from the exercise of Options subject to the Stock Option Regime during the Four Year Lock-up Period shall result in the inapplicability of the specific rules on liability for tax and social security contributions relating to exercise option gains (“the Option Gain”), which shall then be regarded as part of the employee’s salary for tax and social security purposes. For purposes of this Section 2.2.6, the Option Gain is equal to the difference between the fair market value of the Shares when an Option is exercised and the Exercise Price.

During the Four Year Lock-up Period, the Shares shall be transferred to and held by an agent of Pentair in accordance with Section 2.1.4 of this French Sub-Plan.

Any Participant who exercises his or her French Award subject to the Stock Option Regime after a period of at least four years from the Date of Grant of such Award may sell the Shares thus acquired without any need to comply with the Four Year Lock-up Period.

The Four Year Lock-up Period shall apply even if vesting is accelerated under Section 17 of the Plan.

2.2.7

Exchange of Shares in the Event of a Restructuring of the Company

Any adjustments of the French Awards acquired under this subplan may no longer continue to qualify for the specific rules on tax and social security contributions in case of the restructuring of Pentair.

2.2.8

Exemption from the Four Year Lock-up Period

According to Article 91 ter of Schedule II to the French Tax Code, the French Participant shall no longer be subject to the Four Year Lock-up Period requirement specified in this French Sub-Plan, and he or she shall remain eligible for the specific rules on liability for tax and social security contributions in the cases set forth below:

•

If the French Participant becomes Disabled and such Disability is included in the second or third category level of Disability specified in article L 341-1 of the French Social Security Code;

•

In the event of the French Participant’s death;

•

If the French Participant’s employment is terminated by the French Participant’s employer; provided, that the Options have been exercised at least three (3) months before he or she is sent of the notice of dismissal; or

•

If the French Participant is required by the French Subsidiary to retire (as defined under article L. 1237-5 of the French Labor Code) in lieu of terminating his employment; provided, that his or her Options have been exercised at least three (3) months before the end of his or her employment contract.

2.2.9

Term of Options Subject to the Stock Option Regime

Options subject to the Stock Option Regime that are granted pursuant to this French Plan will expire no later than ten (10) years less six (6) months after the Grant Date, unless otherwise specified in the applicable Award Agreement. The Option term will be extended only in the event of the death of a French Participant, but in no event will any Option be exercisable beyond six (6) months following the date of death of the French Participant or such other period as may be required to comply with French law.

2.2.10

Employee’s Social Security Contributions

If the French Participant no longer qualifies for the specific rules on liability for tax and social security contributions, the Option Gain shall be subject to tax as salary in the hands of the Participant, and the Participant shall be liable to pay social security contributions.

By accepting Options subject to the French Stock Option Regime, French Participants acknowledge that, if Shares acquired on exercise of such Options are sold before the end of the Four Year Lock-up Period, other than under circumstances permitted by Sections 2.2.7 and 2.2.8, the Option Gain will be recharacterized as salary and the relevant Pentair French Subsidiary shall have the right to levy the French Participant’s share of social security contributions as well as CSG and CRDS for which the French Participants are liable on account of the Option Gain. Such levy shall be deducted from the salary paid to the French Participant after such sale or from the sale proceeds of the Shares.

2.3

Rules Specifically Applicable to the French Awards subject to the French Share Awards Regime

2.3.1

Types of Awards to be Granted to the French Participants and Subject to the French Share Awards Regime

The French Awards subject to the French Share Awards Regime are limited to Restricted Stock Awards and Unit Awards, exclusive of Awards of cash.

2.3.2

Restrictions on the Rights Attached to the French Share Awards

(a)

Performance Units . Notwithstanding the definition of a Performance Unit in the Plan, a Performance Unit awarded to a French Participant may only consist of the right to receive an amount of Stock to the exclusion of any amount of cash. Notwithstanding Section 9(b) of the Plan, if Performance Shares are granted in tandem with Performance Units, no Performance Shares may be delivered to a French Participant and the French Participant shall not have any of the rights of a shareholder until the Performance Shares vest.

(b)

Restricted Stock Units . Notwithstanding the definition of a Restricted Stock Unit in the Plan, a Restricted Stock Unit may only include the right to receive shares of Stock to the exclusion of any amount of cash.

2.3.3

Vesting of French Share Awards

Notwithstanding Section 9 of the Plan, French Awards subject to the French Share Awards Regime shall vest over a period of four (4) years, with one half of the Award vesting after the third anniversary of the Date of Grant and the remaining one half vesting after the fourth anniversary of the Date of Grant.

Until the French Share Awards are vested, the French Participant shall have not any of the rights of a shareholder and in particular shall not be entitled to any dividends paid during the vesting period.

2.3.4

Acceleration of the Vesting of the French Share Award

Notwithstanding the provisions of Section 17 of the Plan, a Change of Control can not result in an acceleration of the date on which the French Share Awards vest prior to the second anniversary of the Date of Grant. Furthermore, the payment of the French Share Award can only be made by the delivery of Shares to the exclusion of any cash.

Notwithstanding the provisions of Section 13 of the Plan or any authority given to the Committee under Section 15 of the Plan, French Share Awards may only become immediately vested in whole or in part in accordance with the following:

•

in the event of the Disability of the French Participant, if such Disability corresponds to the second or third categories of Disability provided by article L.341-4 of the French Social Security Code;

•

upon the death of the French Participant, in which case the heirs of the French Participant may request the issuance and subsequent transfer of the Shares, if such request is made within six months after the death of the Participant;

•

upon the Retirement (as defined in the Plan) of the French Participant, provided that in no event may any French Share Awards vest prior to the second anniversary of the Date of Grant.

Except as permitted by the preceding paragraph, Section 13 of the Plan, insofar as it provides for acceleration of vesting of Share Awards or Section 15, insofar as it allows the Committee to accelerate the vesting of Share Awards, shall not apply to French Participants.

2.3.5

Two Year Holding Period

No Shares which have been acquired through French Share Awards may be sold or transferred during the Two year Holding Period. In addition, such Shares must be registered in the holder’s name throughout such Two Year Holding Period.

Except as specifically permitted by the terms of Section 2.3.6 of this French Sub-Plan, no sale or transfer of Shares resulting from the grant French Share Awards during the Two Year Holding Period is permitted and otherwise shall result in the inapplicability of the specific rules on liability for tax and social security contributions relating to the Vesting Gain, which shall then be regarded as part of the employee’s salary. For purposes of this Section, the Vesting Gain is equal to the opening price of the Shares as quoted on the principal securities exchange market on which the Shares are listed of the day the French Share Award is vested.

During the Two Year Holding Period, the Shares shall be transferred to and held by an agent of Pentair in accordance with Section 2.1.4 of this French Sub-Plan.

Notwithstanding the provisions of Section 16 of the Plan, a Change of Control cannot result in exempting a French Participant from the Two Year Holding Period, except as specified in Section 2.3.6 below in this French Sub-Plan.

2.3.6

Exceptions to the Two Year Holding Period

Notwithstanding Section 2.3.5 of this French Sub-Plan, the Two Year Holding Period shall not apply and the Shares resulting from the grant of French Share Awards may be disposed of prior to the end of such period:

•

in the event the French Participant becomes Disabled and such Disability corresponds to the second or third categories of Disability provided in article L.341-4 of the French Social Security Code; and

•

in the event of the death of the Participant, by the heirs of the French Participant.

If, during the Two Year Holding Period, the Shares resulting from the grant of French Share Awards are exchanged in connection with takeover bid involving an exchange of shares or by a merger or spin-off, division or grouping of the Shares, such exchange may be regarded as a breach of the Two Year Holding Period for French purposes; each transaction shall be reviewed. In case of loss of the specific rules, the Vesting Gain will be recharacterized as salary.

2.3.7

Black-out Period after the Two Year Holding Period

In order to comply with article L. 225-197-1 of the French Commercial Code, French Participants shall be subject to the selling restrictions set forth follow.

After the end of the Two Year Holding Period, a French Participant shall not sell Shares resulting from the grant of French Share Awards:

•

during the 10 trading day period prior to and the 3 trading day period after the date of publication of the annual or the consolidated financial statements of Pentair; and

•

during any period during which the management bodies of Pentair have knowledge of inside information which could have, if made public, a significant impact on the market price of the Shares and the tenth trading day following the date on which such information is made public.

Exhibit 10.2

PENTAIR PLC

2008 OMNIBUS STOCK INCENTIVE PLAN

As Amended and Restated Effective as of the Re-domicile Date (as defined below)

1. Purpose and Effective Date.

(a) Purpose . The Pentair plc 2008 Omnibus Stock Incentive Plan has several complementary purposes: (i) to promote the growth and success of the Company by linking a significant portion of participant compensation to the increase in value of the Company’s shares; (ii) to attract and retain top quality, experienced executives and key employees by offering a competitive incentive compensation program; (iii) to reward innovation and outstanding performance as important contributing factors to the Company’s growth and progress; (iv) to align the interests of executives, key employees, directors and consultants with those of the Company’s shareholders by reinforcing the relationship between participant rewards and shareholder gains obtained through the achievement by plan participants of short-term objectives and long-term goals; and (iv) to encourage executives, key employees, directors and consultants to obtain and maintain an equity interest in the Company.

(b) Effective Date . This Plan became effective, and Awards were granted under this Plan: (1) with regard to Non-Employee Directors, on and after February 26, 2008, provided that any Awards made prior to the date that the Plan is approved by the Company’s shareholders shall be contingent on such shareholder approval, and (2) with regard to all other eligible individuals, the date that the Plan is approved by the Company’s shareholders. If the Company’s shareholders approve this Plan, then the Pentair, Inc. Omnibus Stock Incentive Plan (the “Prior Plan”) will terminate on the date of such shareholder approval, and no new awards will be granted under the Prior Plan after its termination date; provided that the Prior Plan will continue to govern awards outstanding as of the date of such plan’s termination and such awards shall continue in force and effect until fully distributed or terminated pursuant to their terms. The Plan terminated on September 28, 2012.

2. Definitions. Capitalized terms used in this Plan have the following meanings:

(b) “Administrator” means (i) the Committee with respect to Participants who are Eligible Employees and Consultants and (ii) the Non-Employee Directors of the Board (or a committee of Non-Employee Directors appointed by the Board) with respect to Participants who are Directors.

(c) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act. Notwithstanding the foregoing, for purposes of determining those individuals to whom an Option or Stock Appreciation Right may be granted, the term “Affiliate” means any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with the Company within the meaning of Code Sections 414(b) or (c); provided that, in applying such provisions, the phrase “at least 20 percent” shall be used in place of “at least 80 percent” each place it appears therein.

(d) “Award” means a grant of Options, Stock Appreciation Rights, Performance Shares, Performance Units, Restricted Stock, Restricted Stock Units, Deferred Stock Rights, Dividend Equivalent Units, or any other type of award permitted under the Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” means, except as otherwise determined by the Administrator and set forth in an Award agreement, such act or omission by a Participant as is determined by the Administrator to constitute cause for termination, including but not limited to any of the following: (i) a material violation of any Company policy, including any policy contained in the Company Code of Business Conduct; (ii) embezzlement from, or theft of property belonging to the Company or any Affiliate; (iii) willful failure to perform or gross negligence in the performance of or failure to perform assigned duties; or (iv) other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on the business conducted by the Company or its Affiliates.

(g) “Change of Control” means a change of control of the Company, as that term is defined in the KEESA. Notwithstanding the foregoing, with respect to an Award that is considered deferred compensation subject to Code Section 409A, the definition of “Change of Control” shall be amended and interpreted in a manner that allows the definition to satisfy the requirements of a change of control under Code Section 409A solely for purposes of determining the timing of payment of such Award.

(h) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision.

(i) “Committee” means the Compensation Committee of the Board (or a successor committee with the same or similar authority).

(j) “Company” means (i) prior to September 28, 2012, Pentair, Inc., a Minnesota corporation, (ii) on and after September 28, 2012 but prior to the Re-domicile Date, Pentair Ltd., a Swiss company, or (iii) on and after the Re-domicile Date, Pentair plc, an Irish company, or any successor thereto.

(k) “Consultant” means a person or entity rendering services to the Company or an Affiliate other than as an employee of any such entity or a Director.

(l) “Deferred Stock Right” means the right to receive Stock or Restricted Stock at some future time.

(m) “Director” means a member of the Board, and “Non-Employee Director” means a Director who is not also an employee of the Company or its Subsidiaries.

(n) “Disability” means, except as otherwise determined by the Administrator and set forth in an Award agreement: (i) with respect to an ISO, the meaning given in Code Section 22(e)(3), and (ii) with respect to all other Awards, a physical or mental incapacity which qualifies an individual to collect a benefit under a long term disability plan maintained by the Company, or such similar mental or physical condition which the Administrator may determine to be a disability, regardless of whether either the individual or the condition is covered by any such long term disability plan. The Administrator shall make the determination of Disability and may request such evidence of disability as it reasonably determines.

(o) “Dividend Equivalent Unit” means the right to receive a payment, in cash or Shares, equal to the cash dividends or other distributions paid with respect to a Share.

(p) “Eligible Employee” means a key managerial, administrative or professional employee of the Company or an Affiliate whose position is evaluated at salary grade 40 or higher or who is in a position to make a material contribution to the continued profitable growth and long term success of the Company or an Affiliate.

(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes any successor provision and the regulations and rules promulgated under such provision.

(r) “Fair Market Value” means, per Share on a particular date: (i) the closing price on such date on the New York Stock Exchange, as reported in The Wall Street Journal, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale on such market; (ii) if the Shares are not listed on the New York Stock Exchange, but are traded on another national securities exchange or in an over-the-counter market, the last sales price (or, if there is no last sales price reported, the average of the closing bid and asked prices) for the Shares on the particular date, or on the last preceding date on which there was a sale of Shares on that exchange or market; or (iii) if the Shares are neither listed on a national securities exchange nor traded in an over-the-counter market, the price determined by the Administrator.

(s) “Incentive Stock Option” or “ISO” mean an Option that meets the requirements of Code Section 422.

(t) “KEESA” means the Key Executive Employment and Severance Agreement between the Company and key executives, as approved by the Board and in effect from time to time.

(u) “Option” means the right to purchase Shares at a stated price for a specified period of time.

(v) “Participant” means an individual selected by the Administrator to receive an Award.

(w) “Performance Awards” means a Performance Share and Performance Unit, and any Award of Restricted Stock, Restricted Stock Units, or Deferred Stock Rights the payment or vesting of which is contingent on the attainment of one or more Performance Goals.

(x) “Performance Goals” means any goals the Administrator establishes that relate to one or more of the following with respect to the Company or any one or more of its Subsidiaries, Affiliates or other business units: net income; income from continuing operations; stockholder return; stock price appreciation; earnings per share (including diluted earnings per share); net operating profit (including after tax); revenue growth; organic sales growth; return on equity; return on investment; return on invested capital (including after-tax); earnings before interest, taxes, depreciation and amortization; operating income; operating margin; market share; return on sales; asset reduction; cost reduction; return on equity; cash flow (including

free cash flow); and new product releases. As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles, if applicable; provided that, the Administrator may, at the time of establishing the Performance Goal(s), exclude the effects of (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax regulations or laws, or (iv) the effect of a merger or acquisition. Notwithstanding the foregoing, the calculation of any Performance Goal established for purposes of an Award shall be made without regard to changes in accounting methods used by the Company or in accounting standards that may be required by the Financial Accounting Standards Board after a Performance Goal relative to an Award is established and prior to the time the compensation earned by reason of the achievement of the relevant Performance Goal is paid to the Participant. In the case of Awards that the Administrator determines will not be considered “performance-based compensation” under Code Section 162(m), the Administrator may establish other Performance Goals not listed in this Plan. Where applicable, the Performance Goals may be expressed, without limitation, in terms of attaining a specified level of the particular criterion or the attainment of an increase or decrease (expressed as absolute numbers or a percentage) in the particular criterion or achievement in relation to a peer group or other index. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).

(y) “Performance Shares” means the right to receive Shares (including Restricted Stock) to the extent Performance Goals are achieved.

(z) “Performance Unit” means the right to receive a payment valued in relation to a unit that has a designated dollar value or the value of which is equal to the Fair Market Value of one or more Shares, to the extent Performance Goals are achieved.

(aa) “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.

(bb) “Plan” means this Pentair plc 2008 Omnibus Stock Incentive Plan, as may be amended from time to time.

(cc) “Re-domicile Date” means the effective date of the consummation of the merger of Pentair Ltd. with and into Pentair plc.

(dd) “Restriction Period” means the length of time established relative to an Award during which the Participant cannot sell, assign, transfer, pledge or otherwise encumber the Stock or Stock Units subject to such Award and at the end of which the Participant obtains an unrestricted right to such Stock or Stock Units.

(ee) “Restricted Stock” means a Share that is subject to a risk of forfeiture or restrictions on transfer, or both a risk of forfeiture and restrictions on transfer.

(ff) “Restricted Stock Unit” means the right to receive a payment equal to the Fair Market Value of one Share.

(gg) “Retirement” means, except as otherwise determined by the Administrator and set forth in an Award agreement, (i) with respect to Participants who are Eligible Employees or Consultants, termination of employment or service from the Company and its Affiliates (for other than Cause) on or after attainment of age fifty-five (55) and completion of ten (10) years of service with the Company and its Affiliates, and (ii) with respect to Director Participants, the Director’s removal (for other than Cause), or resignation or failure to be re-elected (for other than Cause) on or after “retirement” as defined in the Company’s retirement policy for Non-Employee Directors.

(hh) “Section 16 Participants” means Participants who are subject to the provisions of Section 16 of the Exchange Act.

(ii) “Share” means a share of Stock.

(jj) “Stock” means (i) prior to September 28, 2012, the Common Stock of the Company, par value of $0.16- 2/3 per share, (ii) on and after September 28, 2012 but prior to the Re-domicile Date, the registered shares of the Company, nominal value CHF 0.50 per share, subject to any capital changes, or (iii) on or after the Re-domicile Date, the ordinary shares of the Company, nominal value $0.01 per share.

(kk) “Stock Appreciation Right” or “SAR” means the right to receive a payment equal to the appreciation of the Fair Market Value of a Share during a specified period of time.

(ll) “Subsidiary” means any corporation or limited liability company (except that is treated as a partnership for U.S. income tax purposes) in an unbroken chain of entities beginning with the Company if each of the entities (other than the last entity in the chain) owns stock or equity interests possessing more than fifty percent (50%) of the total combined voting power of all classes of stock or equity interests in one of the other entities in the chain.

3. Administration.

(a) Administration . In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan, including but not limited to the authority to: (i) interpret the provisions of this Plan; (ii) prescribe, amend and rescind rules and regulations relating to this Plan; (iii) correct any defect, supply any omission, or reconcile any inconsistency in any Award or agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan into effect; and (iv) make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding on all interested parties.

Notwithstanding any provision of the Plan to the contrary, the Administrator shall have the discretion to grant an Award with any vesting condition, any Restriction Period or any performance period if the Award is granted to a newly hired or promoted Participant, or accelerate the vesting, Restriction Period or performance period of an Award, in connection with a Participant’s death, disability, Retirement or termination by the Company without Cause. Any action by the Committee to accelerate or otherwise amend an Award for reasons other than Retirement, death, Disability or a termination by the Company without Cause, or in connection with a Change of Control, shall include application of a commercially reasonable discount to the compensation otherwise payable to reflect the value of the accelerated payment.

4. Eligibility. The Administrator may designate any of the following as a Participant from time to time, to the extent of the Administrator’s authority: any Eligible Employee, any Consultant or any Director, including a Non-Employee Director. The Administrator’s granting of an Award to a Participant will not require the Administrator to grant an Award to such individual at any future time. The Administrator’s granting of a particular type of Award to a Participant will not require the Administrator to grant any other type of Award to such individual.

5. Types of Awards. Subject to the terms of this Plan, the Administrator may grant any type of Award to any Participant it selects, but only employees of the Company or a Subsidiary may receive grants of incentive stock options. Awards may be granted alone or in addition to, in tandem with, or in substitution for any other Award (or any other award granted under another plan of the Company or any Affiliate).

6. Shares Reserved under this Plan.

(a) Plan Reserve . Subject to adjustment as provided in Section 16, an aggregate of seven million five hundred thousand (7,500,000) Shares are reserved for issuance under this Plan. The Shares reserved for issuance may be either authorized and unissued Shares or shares reacquired at any time and now or hereafter held as treasury stock.

(b) Incentive stock Option Award Limits . Subject to adjustment as provided in Section 16, the Company may issue only an aggregate of five million (5,000,000) Shares upon the exercise of incentive stock options.

(c) Replenishment of Shares Under this Plan . The aggregate number of Shares reserved under Section 6(a) shall be depleted by the number of Shares with respect to which an Award is granted; provided that the aggregate number of Shares reserved under Section 6(a) shall be depleted by three (3) Shares for each Share subject to a full-value Award. For this purpose, a full-value award includes Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units (valued in relation to a Share), Deferred Stock Rights and any other similar Award under which the value of the Award is measured as the full value of a Share,

rather than the increase in the value of a Share. If, however, an Award lapses, expires, terminates or is cancelled without the issuance of Shares or the payment of other compensation under the Award, or if Shares are forfeited under an Award, or if Shares are issued under any Award and the Company subsequently reacquires them pursuant to rights reserved upon the issuance of the Shares, then such Shares shall be recredited to the Plan’s reserve (in the same number as they depleted the reserve) and may again be used for new Awards under this Plan. Notwithstanding the foregoing, in no event shall the following Shares be recredited to the Plan’s reserve: Shares tendered in payment of the exercise price of an Option; Shares withheld to satisfy federal, state or local tax withholding obligations; and Shares purchased by the Company using proceeds from Option exercises.

(d) Participant Limitations . Subject to adjustment as provided in Section 16, no Participant may be granted Awards that could result in such Participant:

(i) receiving Options for, and/or Stock Appreciation Rights with respect to, more than 750,000 Shares during any fiscal year of the Company;

(ii) receiving Awards of Restricted Stock and/or Restricted Stock Units and/or Deferred Stock Rights relating to more than 500,000 Shares during any fiscal year of the Company;

(iv) receiving Awards of Performance Units the value of which is not based on the Fair Market Value of Shares, for more than $3,000,000 during any fiscal year of the Company; or

(v) receiving other Stock-based Awards pursuant to Section 11 relating to more than 100,000 Shares during any fiscal year of the Company.

In all cases, determinations under this Section 6(d) should be made in a manner that is consistent with the exemption for performance-based compensation that Code Section 162(m) provides.

7. Options. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each Option, including but not limited to:

(a) Whether the Option is an “incentive stock option” which meets the requirements of Code Section 422, or a “nonqualified stock option” which does not meet the requirements of Code Section 422;

(b) The number of Shares subject to the Option;

(d) The exercise price, which may not be less than the Fair Market Value of the Shares subject to the Option as determined on the date of grant; provided that an incentive stock option granted to a 10% Stockholder must have an exercise price at least equal to 110% of the Fair Market Value of the Shares subject to the Option as determined on the date of grant;

(e) The terms and conditions of exercise; provided that, subject to the provisions of Sections 12 and 16, one-third (1/3) of each Option may not become exercisable earlier than on each of the first three (3) anniversaries of the date of grant; and provided further that if the aggregate Fair Market Value of the Shares subject to the Option (as determined on the date of grant of such Option) that become exercisable during a calendar year exceed $100,000, then such Option shall be treated as a nonqualified stock option to the extent such $100,000 limitation is exceeded.

(f) The term; provided that each Option must terminate no later than ten (10) years after the date of grant and each incentive stock option granted to a 10% Stockholder must terminate no later than five (5) years after the date of grant.

In all other respects, the terms of any incentive stock option should comply with the provisions of Code section 422 except to the extent the Administrator determines otherwise. If an Option that is intended to be an incentive stock option fails to meet the requirements thereof, the Option shall automatically be treated as a nonqualified stock option to the extent of such failure.

Subject to the terms and conditions of the Award, vested Options may be exercised, in whole or in part, by giving notice of exercise to the Company in such manner as the Company may prescribe. This notice must be accompanied by payment in full of the exercise price in cash or by use of such other instrument as the Administrator may agree to accept.

Payment of the exercise price, applicable withholding taxes due upon exercise of the Option, or both may be made in the form of Stock already owned by the Participant, which Stock shall be valued at Fair Market Value on the date the Option is exercised. A Participant who elects to make payment in Stock may not transfer fractional shares or shares of Stock with an aggregate Fair Market Value in excess of the Option exercise price plus applicable withholding taxes. A Participant need not present Stock certificates when making payment in Stock, so long as other satisfactory proof of ownership of the Stock tendered is provided (e.g., attestation of ownership of a sufficient number of shares of Stock to pay the exercise price). The Administrator shall have the discretion to authorize or accept payment by other forms or methods or to establish a cashless exercise program, all within such limitations as may be imposed by the Plan or any applicable law.

8. Stock Appreciation Rights. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR, including but not limited to:

(a) Whether the SAR is granted independently of an Option or relates to an Option;

(b) The number of Shares to which the SAR relates;

(d) The grant price, provided that the grant price shall not be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant;

(e) The terms and conditions of exercise or maturity; provided that, subject to the provisions of Sections 12 and 16, one-third (1/3) of each SAR may not become exercisable or mature earlier than on each of the first three (3) anniversaries of the date of grant;

(f) The term, provided that each SAR must terminate no later than ten (10) years after the date of grant; and

(g) Whether the SAR will be settled in cash, Shares or a combination thereof.

If an SAR is granted in relation to an Option, then unless otherwise determined by the Administrator, the SAR shall be exercisable or shall mature at the same time or times, on the same conditions and to the extent and in the proportion, that the related Option is exercisable and may be exercised or mature for all or part of the Shares subject to the related Option. Upon exercise of any number of SAR, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of Shares covered by the related SAR.

9. Performance and Stock Awards. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each award of Restricted Stock, Restricted Stock Units, Deferred Stock Rights, Performance Shares or Performance Units, including but not limited to:

(a) The number of Shares and/or units to which such Award relates;

(c) The period of restriction with respect to Restricted Stock or Restricted Stock Units and the period of deferral for Deferred Stock Rights (which, subject to the provisions of Sections 12 and 16, in each case may not be less than three (3) years from the date of grant);

(d) The performance period for Performance Awards (which, subject to the provisions of Sections 12 and 16, must be at least one year);

(e) With respect to Performance Units, whether to measure the value of each unit in relation to a designated dollar value or the Fair Market Value of one or more Shares; and

(f) With respect to Restricted Stock Units and Performance Units, whether to settle such Awards in cash, in Shares, or a combination thereof.

During the time Restricted Stock is subject to the Period of Restriction, the Participant shall have all of the rights of a shareholder with respect to the Restricted Stock, including the right to vote such Stock and, unless the Administrator shall otherwise provide, the right to receive dividends paid with respect to such Stock.

10. Dividend Equivalent Units. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each award of Dividend Equivalent Units, including but not limited to whether: (a) such Award will be granted in tandem with another Award; (b) payment of the Award be made currently or credited to an account for the Participant which provides for the deferral of such amounts until a stated time; and (c) the Award will be settled in cash or Shares; provided that Dividend Equivalent Units may be granted only in connection with a “full value” Award as defined in Section 6(c).

11. Other Stock-Based Awards. Subject to the terms of this Plan, the Administrator may grant to Participants other types of Awards, which shall be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Stock or cash. Without limitation, such Award may include the issuance of shares of unrestricted Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Administrator shall determine all terms and conditions of the Award, including but not limited to, the time or times at which such Awards shall be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Award that provides for purchase rights shall be priced at 100% of Fair Market Value on the date of the Award.

12. Effect of Termination on Awards. Except as otherwise provided by the Administrator in an Award Agreement or, subject to Section 3(a), as determined by the Administrator at the time of termination of a Participant’s service:

(a) Termination of Employment or Service . If a Participant’s service with the Company and its Affiliates as an employee or Director ends for any reason other than (i) a termination for Cause, (ii) Retirement, (iii) death or (iv) Disability, then:

(i) Any outstanding Options or SARs, to the extent otherwise exercisable on the date such Participant’s service ends, shall be exercisable no later than ninety (90) days following the Participant’s termination date or, if earlier, the expiration date of the Option or SAR. At the conclusion of such ninety (90) day period, all such Options and SARs then unexercised shall be forfeited.

(ii) All other Awards made to the Participant, to the extent not then earned or paid to the Participant, shall terminate no later than the Participant’s last day of employment, or service as a Director.

(b) Retirement of Corporate Officer or Director . Upon Retirement of a Participant who is then a Board-appointed corporate officer or a Director:

(i) Any outstanding Options or SARs shall remain outstanding (and shall continue to vest in accordance with the terms of the Award as if the Participant had continued in employment or service) until the earlier of the expiration date of the Award and the fifth anniversary of such Participant’s Retirement date; provided , however, that such extension shall result in the conversion of an incentive stock option to a nonqualified stock option to the extent required under the Code.

(ii) All Restricted Stock, Restricted Stock Units and Deferred Stock Rights (that are not Performance Awards) outstanding on the Participant’s Retirement date shall be immediately vested, and any other terms and conditions applicable to such Awards shall be deemed to have lapsed or otherwise been satisfied. Payment for all such Awards shall be made to the Participant in either unrestricted shares of Stock or cash, depending on the payment terms applicable to such Award.

(iii) All Performance Awards outstanding on the Participant’s Retirement date shall be paid in either unrestricted shares of Stock or cash, as the case may be, following the end of the performance period and based on achievement of the Performance Goals established for such Awards, as if the Participant had not retired.

(iv) Notwithstanding the provisions of Section 2(ff), effective for Awards granted on or after July 29, 2008, the provisions of subsections 12(b)(i), (ii) and (iii) shall apply only with respect to the termination of employment or service from the Company and its Affiliates (for other than Cause) of a Board-appointed corporate officer, on or after attainment of age sixty (60) and completion of ten (10) years of service with the Company and its Affiliates.

(c) Retirement of Other Participants . Upon (A) Retirement of a Participant who is then a Board-appointed corporate officer prior to the attainment of age sixty (60) (with respect to Awards granted on or after July 29, 2008), or (B) Retirement of a Participant who is not then a Board-appointed corporate officer or a Director:

(i) Any Options and SARs exercisable on such Participant’s Retirement date shall be exercisable no later than ninety (90) days following such date or, if earlier, the expiration date of the Option or SAR. At the end of such ninety (90) day period, all Options and SARs then unexercised shall be forfeited.

(ii) All Restricted Stock, Restricted Stock Units and Deferred Stock Rights (that are not Performance Awards) shall vest on a prorated basis, based on the portion of the restriction or deferral period, as applicable, which the Participant has completed at the time of Retirement and any other terms and conditions applicable to such Awards shall be deemed to have lapsed or otherwise been satisfied.

(d) Death or Disability . If a Participant’s service with the Company and its Affiliates ends due to death or Disability:

(iii) All Performance Awards shall be paid in either unrestricted shares of Stock or cash, as the case may be, following the end of the performance period and based on achievement of the Performance Goals established for such Awards, as if the Participant had not terminated service.

(e) Termination for Cause . If a Participant’s employment with the Company and its Affiliates or service as a Director is terminated for Cause, all Awards and grants of every type, whether or not then vested, shall terminate no later than the Participant’s last day of employment. The Committee shall have discretion to determine whether this Section 12(f) shall apply, whether the event or conduct at issue constitutes Cause for termination and the date on which Awards to a Participant shall terminate.

(f) Consultants and Other Stock-Based Awards . The Committee shall have the discretion to determine, at the time an Award is made, the effect of the termination of service of a Consultant on Awards held by such individual, and the effect on Other Stock-Based Awards of the Participant’s termination of employment or service with the Company and its Affiliates.

13. Transferability.

(b) Permitted Transfers . If allowed by the Administrator, a Participant may transfer the ownership of some or all of the vested or earned Awards granted to such Participant, other than incentive stock options to (i) the spouse, children or grandchildren of such Participant (the “Family Members”), (ii) a trust or trust established for the exclusive benefit of such Family Members, or (iii) a partnership in which such Family Members are the only partners. Notwithstanding the foregoing, vested or earned Awards may be transferred without the Administrator’s pre-approval if the transfer is made incident to a divorce as required pursuant to the terms of a “domestic relations order” as defined in Section 414(p) of the Code; provided that no such transfer will be allowed with respect to ISOs if such transferability is not permitted by Code Section 422. Any such transfer shall be without consideration and shall be irrevocable. No Award so transferred may be subsequently transferred, except by will or applicable laws of descent and distribution. The Administrator may create additional conditions and requirements applicable to the transfer of Awards. Following the allowable transfer of a vested Option, such Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately prior to the transfer. For purposes of settlement of the Award, delivery of Stock upon exercise of an Option and the Plan’s Change of Control provisions, however, any reference to a Participant shall be deemed to refer to the transferee.

14. Termination and Amendment of Plan; Amendment, Modification or Cancellation of Awards.

(a) Term of Plan . The Plan terminated on September 28, 2012.

(b) Termination and Amendment . The Board or the Committee may amend, alter, suspend, discontinue or terminate this Plan at any time, subject to the following limitations:

(i) the Board must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) action of the Board, (B) applicable corporate law, or (C) any other applicable law;

(ii) shareholders must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) Section 16 of the Exchange Act, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which the Shares are then traded, or (D) any other applicable law; and

(iii) shareholders must approve any of the following Plan amendments: (A) an amendment to materially increase any number of Shares specified in Section 6(a), 6(b) or the limits set forth in Section 6(d) (except as permitted by Section 16), (B) an amendment to expand the group of individuals that may become Participants, or (C) an amendment that would diminish the protections afforded by Section 14(e) or that would materially change the minimum vesting and performance requirements of an Award as required in the Plan.

(c) Amendment, Modification or Cancellation of Awards . Except as provided in Section 14(e) and subject to the requirements of this Plan, the Administrator may modify, amend or cancel any Award; or waive any restrictions or conditions applicable to any Award or the exercise of the Award, provided that any modification or amendment that materially diminishes the rights of the Participant, or the cancellation of the Award, shall be effective only if agreed to by the Participant or any other person(s) as may then have an interest in the Award, but the Administrator need not obtain Participant (or other interested party) consent for the adjustment or cancellation of an Award pursuant to the provisions of Section 16 or the modification of an Award to the extent deemed necessary to comply with any applicable law, the listing requirements of any principal securities exchange or market on which the Shares are then traded, or to preserve favorable accounting or tax treatment of any Award for the Company. Notwithstanding the foregoing, unless determined otherwise by the Administrator, any such amendment shall be made in a manner that will enable an Award intended to be exempt from Code Section 409A to continue to be so exempt, or to enable an Award intended to comply with Code Section 409A to continue to so comply.

(d) Survival of Authority and Awards . Notwithstanding the foregoing, the authority of the Board and the Administrator under this Section 14 and to otherwise administer the Plan will extend beyond the date of this Plan’s termination. In addition, termination of this Plan will not affect the rights of Participants with respect to Awards previously granted to them, and all unexpired Awards will continue in force and effect after termination of this Plan except as they may lapse or be terminated by their own terms and conditions.

(e) Repricing and Backdating Prohibited . Notwithstanding anything in this Plan to the contrary, and except for the adjustments provided in Section 16, neither the Administrator nor any other person may decrease the exercise price for any outstanding Option or SAR after the date of grant nor allow a Participant to surrender an outstanding Option or SAR to the Company as consideration for the grant of a new Option or SAR with a lower exercise price. In addition, the Administrator may not make a grant of an Option or SAR with a grant date that is effective prior to the date the Administrator takes action to approve such Award.

(f) Foreign Participation . To assure the viability of Awards granted to Participants employed or residing in foreign countries, the Administrator may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Administrator may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Administrator approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country. In addition, all such supplements, amendments, restatements or alternative versions must comply with the provisions of Section 14(b)(ii).

In addition, if an Award is held by a Participant who is employed or residing in a foreign country and the amount payable or Shares issuable under such Award would be taxable to the Participant under Code Section 457A in the year such Award is no longer subject to a substantial risk of forfeiture, then the amount payable or Shares issuable under such Award shall be paid or issued to the Participant as soon as practicable after such substantial risk of forfeiture lapses (or, for Awards that are not considered nonqualified deferred compensation subject to Code Section 409A, no later than the end of the short-term deferral period permitted by Code Section 457A) notwithstanding anything in this Plan or the Award Agreement to contrary.

(g) Code Section 409A . The provisions of Code Section 409A are incorporated herein by reference to the extent necessary for any Award that is subject to Code Section 409A to comply therewith.

15. Taxes .

(a) Withholding . In the event the Company or an Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in respect of any income recognized by a Participant as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due the Participant cash, or with the consent of the Committee, Shares otherwise deliverable or vesting under an Award, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and other amounts. If Shares are deliverable upon exercise or payment of an Award, the Committee may permit a Participant to satisfy all or a portion of the Federal, state and local withholding tax obligations arising in connection with such Award by electing to (a) have the Company withhold Shares otherwise issuable under the Award, (b) tender back Shares received in connection with such Award or (c) deliver other previously owned Shares; provided that the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires. In any case, the Company may defer making payment or delivery under any Award if any such tax may be pending unless and until indemnified to its satisfaction.

(b) No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A shall be so exempt, (ii) any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.

16. Adjustment Provisions; Change of Control.

(c) Change of Control . If the Participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate that discusses the effect of a Change of Control on the Participant’s Awards, then such agreement shall control. In all other cases, unless provided otherwise in an Award agreement, in the event of a Change of Control:

(ii) Restricted Stock, Restricted Stock Units and Deferred Stock Rights (that are not Performance Awards) that are not then vested shall vest;

(iii) All Performance Awards that are earned but not yet paid shall be paid, and all Performance Awards for which the performance period has not expired shall be cancelled in exchange for a cash payment equal to the amount that would have been due under such Award(s) if the Performance Goals (as measured at the time of the Change of Control) were to continue to be achieved at the same rate through the end of the performance period, or if higher, assuming the target Performance Goals had been met at the time of such Change of Control; and

Except as otherwise expressly provided in any agreement between a Participant and the Company or an Affiliate, if the receipt of any payment by a Participant under the circumstances described above would result in the payment by the Participant of any excise tax provided for in Section 280G and Section 4999 of the Code, then the amount of such payment shall be reduced to the extent required to prevent the imposition of such excise tax.

17. Miscellaneous.

(a) Other Terms and Conditions . The grant of any Award may also be subject to other provisions (whether or not applicable to the Award granted to any other Participant) as the Administrator determines appropriate, including, without limitation, provisions for:

(i) the payment of the purchase price of Options by delivery of cash or other Shares or other securities of the Company (including by attestation) having a then Fair Market Value equal to the purchase price of such Shares, or by delivery (including by fax) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price;

(ii) restrictions on resale or other disposition of Shares; and

(iii) compliance with federal or state securities laws and stock exchange requirements.

(i) a Participant who transfers employment between the Company and its Affiliates, or between Affiliates, will not be considered to have terminated employment;

(ii) a Participant who ceases to be a Non-Employee Director because he or she becomes an employee of the Company or an Affiliate shall not be considered to have ceased service as a Non-Employee Director with respect to any Award until such Participant’s termination of employment with the Company and its Affiliates;

(iii) a Participant who ceases to be employed by the Company or an Affiliate and immediately thereafter becomes a Non-Employee Director, a non-employee director of an Affiliate, or a consultant to the Company or any Affiliate shall not be considered to have terminated employment until such Participant’s service as a director of, or consultant to, the Company and its Affiliates has ceased; and

(iv) a Participant employed by an Affiliate will be considered to have terminated employment when such entity ceases to be an Affiliate.

Notwithstanding the foregoing, for purposes of an Award that is subject to Code Section 409A, if a Participant’s termination of employment or service triggers the payment of compensation under such Award, then the Participant will be deemed to have terminated employment or service upon his or her “separation from service” within the meaning of Code Section 409A.

(e) Requirements of Law and Securities Exchange . The granting of Awards and the issuance of Shares in connection with an Award are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision of this Plan or any award agreement, the Company has no liability to deliver any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity, and unless and until the Participant has taken all actions required by the Company in connection therewith. The Company may impose such restrictions on any Shares issued under the Plan as the Company determines necessary or desirable to comply with all applicable laws, rules and regulations or the requirements of any national securities exchanges.

(f) Governing Law . This Plan, and all agreements under this Plan, will be construed in accordance with and governed by the laws of the State of Minnesota, without reference to any conflict of law principles. Any legal action or proceeding with respect to this Plan, any Award or any award agreement, or for recognition and enforcement of any judgment in respect of this Plan, any Award or any award agreement, may only be heard in a “bench” trial, and any party to such action or proceeding shall agree to waive its right to a jury trial.

(g) Limitations on Actions . Any legal action or proceeding with respect to this Plan, any Award or any award agreement, must be brought within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint.

(h) Construction . Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are used in the singular or plural, they shall be construed as though they were used in the plural or singular, as the case may be, in all cases where they would so apply. Title of sections are for general information only, and this Plan is not to be construed with reference to such titles.

(i) Severability . If any provision of this Plan or any award agreement or any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or (ii) would disqualify this Plan, any award agreement or any Award under any law the Administrator deems applicable, then such provision should be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Administrator, materially altering the intent of this Plan, award agreement or Award, then such provision should be stricken as to such jurisdiction, person or Award, and the remainder of this Plan, such award agreement and such Award will remain in full force and effect.

Exhibit 10.3

PENTAIR PLC

OMNIBUS STOCK INCENTIVE PLAN

As Amended

Effective as of the Re-domicile Date (as defined below)

SECTION 1

BACKGROUND AND PURPOSE

1.1 Background . Effective January 12, 1990, Pentair, Inc. combined its various equity compensation plans into one plan, the Pentair, Inc. 1990 Omnibus Stock Incentive Plan, to facilitate structuring of equity compensation awards and to permit administration of its equity compensation program under a consistent set of rules.

Pentair restated the Plan effective as of December 12, 2007 to conform the terms of the Plan with the requirements of section 409A of the Code and to make clarifying administrative changes. The Plan was most recently amended effective September 28, 2012 to reflect the effect of the consummation of the merger contemplated by the Merger Agreement, dated as of March 27, 2012, among Pentair, Inc., Tyco International Ltd., Pentair Ltd., Panthro Acquisition Co. and Panthro Merger Sub, Inc., in which Pentair, Inc. was merged with and into Panthro Merger Sub, Inc. and became a wholly owned subsidiary of Pentair Ltd. on September 28, 2012. The Plan is being amended and restated effective as of the consummation of the Re-domicile Merger on the Re-domicile Date to reflect the assumption of this Plan and all outstanding Awards by Pentair plc and the conversion of awards that related to common shares of Pentair Ltd. at the time of the Re-domicile Merger into awards that relate to ordinary shares of Pentair plc.

1.2 Purpose . Pentair maintains this comprehensive equity compensation and incentive plan for the following purposes:

(a) To promote the growth and success of Pentair by linking a significant portion of participant compensation to the increase in value of Pentair shares;

(b) To attract and retain top quality, experienced executives and key employees by offering a competitive incentive compensation program;

(d) To align the interests of executives and key employees with those of shareholders by reinforcing the relationship between participant rewards and shareholder gains obtained through the achievement by plan participants of short-term objectives and long-term goals; and

(e) To encourage executives and key employees to obtain and maintain an equity interest in Pentair.

SECTION 2

DEFINITIONS

Unless the context requires otherwise, when capitalized the terms listed below shall have the following meanings when used in this or other sections of the Plan:

(1) “Affiliate” is any corporation, business trust, division, partnership, joint venture, limited liability company or other legal entity which is not a Subsidiary, but in which Pentair holds (directly or indirectly) a significant ownership interest, the employees of which the Committee has determined may be eligible for Awards, but only during periods of such ownership as the Committee shall prescribe.

(2) “Award” is an Option, SAR, Restricted Stock, Right to Restricted Stock, Restricted Unit, Performance Award or other cash or Stock incentive granted to a Participant, subject to the terms, conditions and restrictions of the Plan and to such other terms, conditions and restrictions as may be established with respect to an Award.

(3) “Board” is (a) prior to September 28, 2012, the Board of Directors of Pentair, Inc., as elected from time to time, (b) on and after September 28, 2012 and prior to the Re-domicile Date, the Board of Directors of Pentair Ltd., as elected from time to time or (c) on and after the Re-domicile Date, the Board of Directors of Pentair plc, as elected from time to time.

(4) “Change in Control” is a change in control of Pentair, as that term is defined in the KEESA. Notwithstanding the foregoing, with respect to an Award that is considered deferred compensation subject to Code section 409A, the definition of “Change in Control” (if a Change in Control results in the payment of such Award) shall be amended and interpreted in a manner that allows the definition to satisfy the requirements of a change of control under Code section 409A.

(5) “Code” is the Internal Revenue Code of 1986, as amended.

(6) “Committee” is the Compensation Committee of the Board, as appointed from time to time.

(7) “Consultant” is a person or entity rendering services to a member of the Pentair Group who is not an employee of any such member and who is not otherwise eligible to participate under this Plan or another similar type of equity compensation plan sponsored by Pentair, but who has contributed, or can be expected to contribute, to the growth and success of the Pentair Group or any member thereof.

(8) “Disabled” or “Disability” is a physical or mental incapacity which qualifies an individual to collect a benefit under a long term disability plan maintained by Pentair, or such similar mental or physical condition which the Committee may determine to be a Disability, regardless of whether either the individual or the condition is covered by any such long term disability plan.

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(9) “Eligible Employee” is a key managerial, administrative or professional employee of a member of the Pentair Group whose position is generally evaluated at salary grade 25 or higher and who is in a position to make a material contribution to the continued profitable growth and long term success of the Pentair Group or any member thereof. In the case of employees of an Affiliate, this term shall not include individuals who are otherwise eligible to participate under the Plan or another similar plan sponsored by Pentair.

(10) “Fair Market Value” is the closing price of a share of Stock on the relevant date as reported on the New York Stock Exchange, or such other exchange as may then list Pentair Stock, or, in the event the Stock ceases to be so listed, as otherwise determined using procedures established by the Committee.

(11) “Fiscal Year” is the twelve (12) consecutive month period beginning January 1 and ending December 31.

(12) “Incentive Stock Option” or “ISO” is an Option which is designated as such and is intended to so qualify under Code section 422.

(13) “KEESA” is the Key Executive Employment and Severance Agreement between Pentair and key executives, as approved by the Board and in effect from time to time.

(14) “Nonqualified Stock Option” or “NQSO” is any Option which is not, or cannot be treated as, an ISO.

(15) “Option” is a right to purchase Stock subject to such terms and conditions as are established relative to the grant, or as otherwise provided under the Plan.

(16) “Participant” is an Eligible Employee or a Consultant approved by the Committee to receive an Award.

(17) “Pentair” is (a) prior to September 28, 2012, Pentair, Inc., a Minnesota corporation, (b) on and after September 28, 2012 and prior to the Re-domicile Date , Pentair Ltd., a Swiss company, and (c) on and after the Re-domicile Date, Pentair plc, an Irish company.

(18) “Pentair Group” is, as of any relevant date, Pentair and all Subsidiaries and Affiliates.

(19) “Performance Award” is an Award the payment of which is based solely on the degree of attainment of Performance Goals over a Performance Cycle, both as established relative to such Award.

(20) “Performance Cycle” is the period established relative to a Performance Award during which the performance of an individual with respect to the Performance Goals for the Pentair Group, or any subgroup thereof, any member of the Pentair Group or any unit, branch or division of such member, as relevant to the Award, is measured for the purpose of determining the extent to which a Performance Award has been earned.

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(21) “Performance Goals” are the business or financial objectives, or both, established relative to a Performance Award and which are to be achieved over a Performance Cycle. The Performance Goals for Awards intended to qualify for the performance-based compensation exception under Code section 162(m) shall be related to one or more of the following business criteria: net income; stockholder return; stock price appreciation; earnings per share; revenue growth; return on investment; return on invested capital; earnings before interest, taxes, depreciation and amortization; operating income; market share; return on sales; asset reduction; cost reduction; return on equity; cash flow; and new product releases.

(22) “Performance Share” is a share of Stock, Restricted Stock or a Right to Restricted Stock, the payment of which is determined by the Participant’s degree of attainment of Performance Goals over a Performance Cycle, or upon the lapse of any other restrictions, all as established relative to the Award.

(23) “Performance Unit” is a unit representing the right to receive an amount of cash or Stock, which amount is determined by the Participant’s degree of attainment of Performance Goals over a Performance Cycle, both as established relative to the Award.

(24) “Plan” is the Pentair plc Omnibus Stock Incentive Plan, as described in this plan document, and as it may be amended from time to time.

(25) “Re-domicile Date” is the effective date of the consummation of the Re-domicile Merger.

(26) “Re-domicile Merger” is the merger of Pentair Ltd. with and into Pentair plc.

(27) “Reload Option” is an Option granted to a Participant who, within five (5) years of the date an Option with a reload feature is granted, exercises such Option by making payment for all or part of the Option exercise price in shares of Stock.

(28) “Restricted Stock” is Stock issued to a Participant subject to such restrictions as are established relative to such Award, and which will remain subject to said restrictions until such time as the restrictions lapse.

(29) “Restricted Unit” is a unit representing the right to receive an amount of cash or Stock at such time as the restrictions established relative to the Award are satisfied.

(30) “Restriction Period” is the length of time established relative to an Award, during which the Participant receiving the Award cannot sell, assign, transfer, pledge or otherwise encumber any Stock so awarded and at the end of which the Participant obtains an unrestricted right to such Stock.

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(31) “Retirement” is the ending of employment with the Pentair Group by a Participant who has attained age fifty-five (55) and completed ten (10) years of service with the Pentair Group.

(32) “Right to Restricted Stock” is a right awarded to a Participant to receive Stock or Restricted Stock at some future time, which Award is subject to such restrictions as may be established relative to the Award and which shall remain subject to such restrictions until said restrictions lapse and Stock or Restricted Stock can be issued to the Participant.

(33) “Significant Shareholder” is an Eligible Employee who, as of the date an ISO is granted to such individual, owns more than ten percent (10%) of the total combined voting power of all classes of Stock then issued by Pentair or a Subsidiary corporation.

(34) “Stock” is (a) prior to September 28, 2012, Pentair, Inc. common stock, par value $0.16 2/3 per share, (b) on and after September 28, 2012 and prior to the Re-domicile Date, registered shares of Pentair Ltd., nominal value CHF 0.50 per share, subject to any capital changes, or (c) on and after the Re-domicile Date, ordinary shares of Pentair plc, nominal value $0.01 per share.

(35) “Stock Appreciation Right” or “SAR” is an Award which entitles a Participant to receive, subject to such terms and conditions as may be established relative to the Award, an amount of cash or shares of Stock, Restricted Stock or Rights to Restricted Stock measured by the increase in Fair Market Value of Stock from the date of grant to the date of exercise.

(36) “Subsidiary” is any corporation, business trust, division, partnership, joint venture, limited liability company or other legal entity in which Pentair owns (directly or indirectly) fifty percent (50%) or more of the voting stock, or rights analogous to voting stock, but only during the period such ownership interest exists.

(37) “Units” are Awards which entitle a Participant to receive, subject to such terms and conditions as are relevant to the Award, including the attainment of Performance Goals over a Performance Cycle, an amount measured by the change in the Fair Market Value of Stock, or such other amount as may be established relative to the Unit Award, which amount may be paid to the Participant in cash, Stock, Restricted Stock, Rights to Restricted Stock or any combination thereof.

SECTION 3

SHARES AVAILABLE FOR AWARDS

3.1 Number of Shares . The number of shares of Stock that may be issued or transferred to Participants on account of Awards which may be made during the term of the Plan is 5,000,000, plus the number of shares of Stock authorized for such purposes under prior versions of the plan which as of May 1, 2004 are not subject to awards under any such prior plan, subject to adjustment as provided in Section 3.2. Such shares of Stock shall be made available, at the discretion of the Committee, from authorized but unissued shares, treasury shares or shares acquired in the open market.

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3.2 Adjustments to Maximum Number of Shares of Stock . (a) Reuse of Shares of Stock . For purposes of determining the number of shares of Stock available for issuance or delivery under the Plan at any given point in time, no Stock shall be deemed issued or delivered in connection with an Option until such Option is exercised and Stock is delivered to the Participant. If any Award, whether issued under the Plan or any prior version of the plan, is surrendered, exercised, cashed out, lapses, expires, or otherwise terminates without either Restricted or unrestricted Stock having been issued to the Participant, the number of shares subject to such Award, if any, shall be again available for issuance as Awards. Such number of shares of unrestricted Stock as are tendered by a Participant as full or partial payment of withholding or other taxes, the number of shares of Restricted Stock surrendered for tax payment purposes, and the number of shares used to pay an Option exercise price will again be available for issuance as Awards. Upon the exercise of an SAR issued in tandem with an Option or a Unit issued in tandem with an Award of Restricted Stock, Rights to Restricted Stock or Performance Shares, the exercise of the SAR or the Unit which does not settle in shares of Stock, Restricted Stock or Rights to Restricted Stock shall cancel the tandem Option or applicable Stock Award, making such number of shares of Stock again available for issuance as Awards.

(b) Antidilution . In the event of any merger, reorganization, consolidation, recapitalization, share exchange, Stock dividend, Stock split, spin-off or other change in Pentair corporate structure affecting the Stock, the Committee shall make substitutions or adjustments in the aggregate number and kinds of shares reserved for issuance under the Plan, in the number, kind and price of shares subject to outstanding Awards, and in the Award limits detailed in Section 3.3, provided that any such substitutions or adjustments will be, to the extent deemed appropriate by the Committee, consistent with the treatment of Stock not subject to the Plan, and that the number of shares subject to any Award will always be a whole number.

In the event of a corporate merger, consolidation, acquisition of assets or stock, separation, reorganization or liquidation, the Committee shall be authorized to cause Pentair to issue Options or assume other stock options, whether or not in a transaction to which Code section 424(a) applies, by means of substitution of new Options for previously issued stock options or an assumption of previously issued stock options. In such event the aggregate number of shares of Stock available for issuance as Awards will be increased to reflect such substitution or assumption, and such shares as are substituted or assumed shall not be counted against the limit set forth in Section 3.1.

3.3 Restrictions on Awards . The Awards granted to any one Participant in a Fiscal Year shall not exceed Options to purchase 750,000 shares of Stock, which number shall include any SARs granted in tandem with an Option; 500,000 shares of Restricted Stock or Rights to Restricted Stock, which number shall include any Restricted Units issued in tandem with such an Award; or Performance Shares with a Fair Market Value in excess of $3,000,000 for each year in a Performance Cycle, which number shall include any Performance Units issued in tandem with an Award of Performance Shares Furthermore, not more than twenty percent (20%) of the maximum number of shares of Stock available under the Plan may be used for Awards settled in Stock, Restricted Stock or Rights to Restricted Stock To the extent a Unit or SAR is granted in

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tandem with another Award and settles in Stock, Restricted Stock or Rights to Restricted Stock so as to cancel an Award of Units or SARs, such Unit or SAR shall be counted against the above limits; Units or SARs which will settle in cash shall not be so counted. For purposes of applying the dollar limit stated herein, all Awards shall be valued using the Fair Market Value of Stock on the date the Award is made, without regard to any vesting or other restrictions which may then apply.

3.4 Vesting of Awards . Except as otherwise provided in Section 6 or Section 8, and subject to the discretion of the Committee as described in Section 9.1, Awards shall vest as herein described.

(a) Options . Awards of ISOs and NQSOs shall vest, or become exercisable, over a term which shall not be less than three (3) years, with not more than one-third of an Award of Options vesting on the first anniversary of the grant date, not more than one-third on the second anniversary of the grant date, and not more than one-third on the third anniversary of the grant date. To the extent Options treated as ISOs cannot be treated as such due to the application of the exercise limits contained in Section 4.2(b), such Options shall be exercisable as NQSOs, and shall vest in accordance with the vesting provisions applicable to such ISOs at the time of grant; such Options shall not be treated as a new grant of NQSOs for vesting purposes. Unless another vesting term is established by the Committee, Reload Options are vested and exercisable as of the grant date.

(b) Stock Appreciation Rights . Stock Appreciation Rights shall vest and become exercisable at such time as is established as a term or condition of the Award. To the extent SARs are issued in tandem with Options, such SARs shall vest at the same times and over the same period as the related Options.

(c) Restricted Stock, Rights to Restricted Stock and Restricted Units . Awards of Restricted Stock, Rights to Restricted Stock and Restricted Units shall vest following completion of the Restriction Period established relative to the Award. No portion of such an Award shall vest sooner than the third anniversary of the grant date. Restricted Units shall vest at such time as is established as a term or condition of the Award. Restricted Units awarded in tandem with Restricted Stock or Rights to Restricted Stock, shall vest at the same times and over the same period as the related Restricted Stock or Rights to Restricted Stock.

(d) Performance Awards . An Award of Performance Shares or Performance Units shall establish a Performance Cycle which shall be not less than one (1) year, but may be of any other length as the Committee may determine. At the end of a Performance Cycle, Performance Shares or Performance Units, to the extent earned, shall be vested. Performance Units shall vest at such time as is established as a term or condition of the Award. To the extent Performance Units are awarded in tandem with Performance Shares, such Units shall vest at the same times and over the same period as the Performance Shares.

(e) Other Awards . To the extent the Committee makes an Award other than one of the types of Awards described herein, such Award shall vest at the time or times and over the period established relative to such Award.

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(f) Exceptions to Vesting Rules . The Committee shall have the discretion to make an Award with any vesting condition, including making such Award vested at grant, to the extent it deems such action is necessary in relation to business circumstances then existing. As an example, to align the interests of a newly hired Participant with those of Pentair, the Committee may determine it is necessary to make an Award that will provide such individual with immediate ownership of Stock.

SECTION 4

TYPES AND TERMS OF AWARDS

4.1 General . The Committee shall determine the type or types of Awards to be granted to each Participant, which Awards shall be evidenced by such written or electronic documents as the Committee shall authorize. The types of Awards described herein may be granted under the Plan. If an Option (other than an ISO) or SAR is granted to a Participant who does not provide services to Pentair or any other member of the Pentair Group that is considered an “eligible issuer of service recipient stock” within the meaning of the regulations promulgated under Code section 409A, then such Option or SAR is considered deferred compensation that must comply with the requirements of Code section 409A.

4.2 Incentive Stock Options . (a) Grant of ISOs . Incentive Stock Options shall have an exercise price equal to not less than one hundred percent (100%) of the Fair Market Value of Stock on the date of grant. If an ISO is granted to a Significant Shareholder, the exercise price shall not be less than 110% of the Fair Market Value of Stock on the date of grant. Unless earlier terminated, ISOs shall expire not later than ten (10) years from the date of grant. ISOs awarded to a Significant Shareholder shall expire not later than five (5) years from the date of grant. The term of an ISO may extend beyond the Plan termination date. No ISO shall contain terms which would limit or otherwise affect a Participant’s right to exercise any other Option, nor shall any NQSO contain any terms which will limit or otherwise affect the Participant’s right to exercise any other Option in such a manner that an Option intended to be an ISO would be deemed a tandem option.

(b) ISO Exercise Limit . The aggregate Fair Market Value of Stock, determined as of the date of grant, subject to an Award of ISOs which may become exercisable for the first time in any calendar year, shall not exceed $100,000 and, to the extent such limit is exceeded, any Options which exceed the limit shall be treated as NQSOs. In determining whether this exercisability limit has been met or exceeded, ISOs are taken into account in the order granted, and any acceleration of an ISO exercise date shall change the date the ISO is first exercisable for purposes of applying this limit. Notwithstanding this limit, Options granted with an aggregate Fair Market Value not in excess of $100,000 need not be designated as ISOs. In the event this exercise limit shall be adjusted by law, this Section 4.2 (b) shall be applied so as to take into account such limit as adjusted.

4.3 Nonqualified Stock Options . Nonqualified Stock Options granted under the Plan shall have an exercise price equal to not less than one hundred percent (100%) of the Fair Market Value of Stock on the date of grant. NQSOs shall expire at such time or times as specified in documents evidencing the grant, although all such Options shall expire not later than ten (10) years from the date of grant. The term of a NQSO may extend beyond the Plan termination date.

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4.4 Reload Options . If the Committee, in its discretion, grants an Option with a reload feature, a Participant who, within five (5) years of the grant date, exercises such an Option by tendering Stock as payment for the exercise price shall receive a grant of Reload Options. The number of Reload Options granted shall be equal to the number of shares of Stock utilized by the Participant to pay the exercise price. Each Reload Option shall have an exercise price equal to one hundred percent (100%) of the Fair Market Value of Stock on the date the Reload Option is granted, and shall expire at the same time as the Option exercised would have expired by its terms. The Reload Options may be granted as either ISOs or NQSOs and, to the extent allowable under applicable law, will be the same type of Option as was exercised to trigger the grant of the Reload Option. Reload Options shall be subject to the same terms and conditions as the Option exercised, except that the use of Stock to pay the exercise price of a Reload Option will not entitle the Participant to another grant of Reload Options. Any Options exercised after a Participant ends employment or otherwise ceases to provide services to the Pentair Group shall not be eligible for a grant of Reload Options, regardless of whether such Option was originally granted with a reload feature, and regardless of the manner in which the exercise price is paid.

4.5 Stock Appreciation Rights . Stock Appreciation Rights may be granted in tandem with Options and may relate to any number of shares of Stock a Participant could acquire by exercise of an underlying ISO or NQSO. SARs also may be granted in any number without relation to an Option Award. An Award of SARs not related to Options shall specify the terms and conditions applicable to the Award, provided that no SAR shall contain any terms which will limit or otherwise affect the ability of an ISO to qualify as such.

4.6 Restricted Stock and Performance Shares . (a) Awards of Restricted Stock . An Award of Restricted Stock shall specify the number of shares of Stock so awarded, the Restriction Period applicable to the Award and any other restrictions which shall apply to the Award. In addition to such other restrictions as may be specified at the time a Restricted Stock Award is made, each share of Restricted Stock shall also be subject to the following restrictions:

(i) No share of Restricted Stock may be sold, assigned, transferred, pledged or otherwise encumbered or disposed of while subject to any restrictions.

(ii) Except as otherwise provided in the Plan, unless the Participant remains continuously employed by a member of the Pentair Group until all restrictions lapse or are otherwise removed by the Committee, all Restricted Stock awarded to such Participant shall be forfeited and returned to Pentair.

During the time Restricted Stock remains subject to the relevant restrictions, the Participant shall have all of the rights of a shareholder with respect to the Restricted Stock, including the right to vote such Stock and, unless the Committee shall provide otherwise, the right to receive dividends paid with respect to such Stock.

(b) Awards of Performance Shares . The Performance Goals which shall apply to a Performance Award shall be established by the Committee before the Performance Cycle commences or, if after such Performance Cycle has commenced, while achievement of the Performance Goal is substantially uncertain. In awarding Performance Shares, the Committee shall have the discretion to use such performance measures as it deems appropriate with respect

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to Participants who are not reasonably likely to be covered employees, within the meaning of Code section 162(m), at the time all or any part of a Restricted Stock or Performance Share Award is otherwise deductible by the Participant’s employer for federal income tax purposes.

4.7 Rights to Restricted Stock . Rights to Restricted Stock shall be subject to the same terms and conditions as Restricted Stock, as described in Section 4.6, except that Participants receiving an Award of Rights to Restricted Stock shall not have any of the rights of a shareholder until such time as the Rights to Restricted Stock vest, all restrictions are removed and the Stock is issued to the Participant. In the discretion of the Committee, however, a Participant may receive payment of, or have credited to a bookkeeping account established for this purpose the equivalent of, the amounts that would otherwise be payable as dividends on the number of shares of Stock into which the Rights to Restricted Stock may be converted.

4.8 Unit Awards . (a) Restricted Units . Restricted Units may be granted in tandem with Awards of Restricted Stock or Rights to Restricted Stock, and may relate to any number of such shares. Restricted Units also may be granted without relation to an Award of Restricted Stock or Rights to Restricted Stock. An Award of Restricted Units shall specify the Restriction Period and other restrictions which may relate to such Units. Restricted Units awarded in tandem with an Award of Restricted Stock or Rights to Restricted Stock shall be subject to the same terms and conditions as the Award of Restricted Stock or Rights to Restricted Stock to which such Units relate.

(b) Performance Units . Performance Units may be granted in tandem with Performance Shares and may relate to any number of such shares. Performance Units may also be granted without relation to an Award of Performance Shares. An Award of Performance Units shall also specify the Performance Goals and Performance Cycle applicable to the Award. Performance Units issued in tandem with an Award of Performance Shares shall have the same Performance Goals and Performance Cycle as the Performance Shares to which they relate. The value, if any, of Performance Units shall be paid to the Participant based upon the degree to which the Performance Goals were attained, with such results determined as soon as practicable after the Performance Cycle ends.

4.9 Other Stock or Cash Awards . The Committee may, in its sole discretion, grant other types of Awards, which Awards may be payable in cash, Stock, Restricted Stock or Rights to Restricted Stock. Such Awards may be granted singly, in combination with, in replacement of or as alternatives to the grants or Awards described in this Section 4, subject to such terms and conditions as may be established in the documents evidencing the Award. Any such Award shall be consistent with the other types of Awards described herein, subject to the limits stated in Section 3.3 and consistent with the goals and objectives of the Plan.

SECTION 5

SETTLEMENT OF AWARDS

5.1 Forms of Payment . Awards shall settle in accordance with the terms and conditions relevant to such Award, and in accordance with the procedures herein described.

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5.2 Exercising Options . Subject to the terms and conditions of the Award, vested Options may be exercised, in whole or in part, by giving notice of exercise to Pentair in such manner as may be prescribed. This notice must be accompanied by payment in full of the exercise price in cash or by use of such other instrument as the Committee may agree to accept.

Payment in full may be made in the form of Stock already owned by the Participant, which Stock shall be valued at Fair Market Value on the date the Option is exercised. A Participant who elects to make payment in Stock may not transfer fractional shares or shares of Stock with an aggregate Fair Market Value in excess of the Option exercise price plus applicable withholding taxes. A Participant need not present Stock certificates when making payment in Stock, so long as other satisfactory proof of ownership of the Stock tendered is provided (e.g., attestation of ownership of a sufficient number of shares of Stock to pay the exercise price). The Committee shall have the discretion to authorize or accept payment by other forms or methods or to establish a cashless exercise program, all within such limitations as may be imposed by the Plan or any applicable law.

5.3 Exercise of SARs . Stock Appreciation Rights may be exercised at the time, to the extent and subject to the conditions applicable to the Award. If the SARs were issued in tandem with an Option, the SAR is exercisable only when the Fair Market Value of the Stock subject to the Award exceeds the Stock’s Fair Market Value on the date of grant. Stock Appreciation Rights issued without relation to an Option Award shall be exercisable, and the value of the SARs determined, in accordance with the terms and conditions relevant to the Award. To the extent an SAR is granted in tandem with an Option, the exercise of the SAR shall cancel the related Option, and the exercise of such Option shall cancel any related SAR. The amount paid to the Participant upon the exercise of an SAR shall be the amount established at the time the Award was made and shall be not more than one hundred percent (100%) of the difference between the Fair Market Value of the Stock as determined on the date the SAR is granted and the Fair Market Value of the Stock on the date of exercise.

5.4 Restricted Stock, Rights to Restricted Stock and Restricted Units . Except as otherwise provided in the Plan, at such time as all restrictions applicable to an Award of Restricted Stock, Rights to Restricted Stock or Restricted Units are met and the Restriction Period expires, ownership of the Stock awarded subject to such restrictions shall be transferred to the Participant free of all restrictions except those that may be imposed by applicable law; provided that if Restricted Units are paid in cash, said payment shall be made to the Participant after all applicable restrictions lapse and the Restriction Period expires. To the extent a Restricted Unit was granted in tandem with an Award of Restricted Stock or Rights to Restricted Stock, payment of the Unit in cash shall cancel the related Award of Restricted Stock or Rights to Restricted Stock, and transfer of the Stock free of restrictions shall cancel the related Restricted Unit.

5.5 Performance Shares and Performance Units . Except as otherwise provided in the Plan, a Performance Award shall be paid to the Participant after earned in accordance with the terms and conditions applicable to the Award. All determinations with respect to the degree to which the Performance Goals were met during the Performance Cycle shall be made as soon as practicable after the end of the Performance Cycle. Performance Awards may be paid in cash, Stock, Restricted Stock, Rights to Restricted Stock, or any combination thereof as the Committee

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may determine. To the extent Performance Units were awarded in tandem with Performance Shares, payment of the Units in cash shall cancel the related Award of Performance Shares, and payment of the Performance Share Award in Stock shall cancel the related Performance Unit.

5.6 Delivery of Stock . As soon as practicable after the exercise of an Option, the satisfaction of restrictions applicable to Restricted Stock or Rights to Restricted Stock or the satisfactory attainment of Performance Goals over a Performance Cycle, Pentair shall cause to be delivered to the Participant evidence of the Participant’s unconditional ownership of such Stock, whether through use of certificated or uncertificated shares. Shares acquired pursuant to the exercise of an ISO shall be designated as such on the records maintained by Pentair for this purpose.

5.7 Deferral of Recognition of Awards . To the extent allowed by the Committee, Participants may elect to defer the income recognized due to the exercise of an NQSO or SAR, the lapse of restrictions applicable to Restricted Stock or Restricted Units, the earning of a Performance Award, or the payment of any other type of Award (other than an ISO). Any such election must be made in the form and manner as specified by the Committee.

SECTION 6

TERMINATION OF AWARDS

6.1 General Rule . Except as otherwise provided herein, and subject to the discretion of the Committee as described in Section 9.1, Options and SARs may be exercised and Awards of Restricted Stock, Rights to Restricted Stock, Restricted Units, Performance Shares or Performance Units paid only in accordance with the terms and conditions specified relative to the grant or, in the case of a Change in Control, as provided in Section 8.

6.2 Termination of Employment or Service . If a Participant’s employment with the Pentair Group ends for any reason other than (i) a termination for cause, (ii) Retirement, (iii) death or (iv) Disability, any outstanding Options or SARs, to the extent otherwise exercisable on the date the Participant’s employment ends, may be exercised no later than ninety (90) days following the Participant’s termination date or, if earlier, the expiration date of the Option or SAR. At the conclusion of such ninety (90) day period, all such Options and SARs then unexercised shall be forfeited. All other Awards made to the Participant, to the extent not then earned or paid to the Participant, shall terminate no later than the Participant’s last day of employment.

6.3 Retirement . (a) Retirement of Corporate Officer . Upon Retirement of a Participant who is then a Board appointed corporate officer any outstanding Options or SARs shall remain outstanding (and shall continue to vest in accordance with the terms of the Award as if the Participant had continued in employment) until the earlier of the expiration date specified at the time the Award was made and the fifth anniversary of such Participant’s Retirement date; provided, however, such extension shall result in the conversion of an ISO to a NQSO to the extent provided under the Code. The Restriction Period applicable to Awards of Restricted Stock, Rights to Restricted Stock or Restricted Units outstanding on the Participant’s Retirement date, as well as any other terms and conditions applicable to such Awards shall be deemed to have lapsed or otherwise been satisfied. Payment for all such Awards shall be made to the

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Participant in either unrestricted shares of Stock or cash, depending on the payment terms applicable to such Award. All Performance Awards outstanding on the Participant’s Retirement Date shall be paid in either unrestricted shares of Stock or cash, as the case may be, based on the degree to which the Participant had attained the applicable Performance Goals as of such Participant’s Retirement date.

(b) Other Participants . Upon Retirement of a Participant not covered by Section 6.3(a), any Options and SARs exercisable on such a Participant’s Retirement date may be exercised no later than ninety (90) days following such date or, if earlier, the expiration date of the Option or SAR. At the end of such ninety (90) day period, all Options and SARs then unexercised shall be forfeited. The Restriction Period applicable to an outstanding Award of Restricted Stock, Rights to Restricted Stock or Restricted Units shall be deemed to have lapsed on a prorated basis, based on the portion of the Restriction Period which the Participant has completed at the time of Retirement. The amount earned and payable on account of an outstanding Performance Award shall also be prorated based on the degree to which the Participant has attained the relevant Performance Goals and the portion of the Performance Cycle completed as of the date of Retirement.

6.4 Death of Participant . If a Participant dies during employment with a member of the Pentair Group, all outstanding Options and SARS shall be exercisable by, or paid to, the Participant’s estate or the person who has acquired the right to exercise Options or SARs by bequest or inheritance. The Participant’s estate, or any person who succeeds to the Participant’s benefits under the Plan, shall have up to twelve (12) months to exercise any outstanding Options or SARs to the same extent the Participant would have been entitled to exercise said Options or SARs on the date of death. At the end of said twelve (12) month period, all Options and SARs then unexercised shall be forfeited. The Restriction Period applicable to an outstanding Award of Restricted Stock, Rights to Restricted Stock or Restricted Units shall be deemed to have lapsed on a prorated basis, using the portion of the Restriction Period which the Participant had completed on the date of death. The amount earned and payable on account of an outstanding Performance Award shall also be prorated based on the degree to which the Participant had attained the relevant Performance Goals and the portion of the Performance Cycle completed as of the date of death.

6.5 Disability of Participant . If a Participant’s employment with all members of the Pentair Group ends due to a Disability, the Participant shall have up to twelve (12) months to exercise any outstanding Options or SARs to the same extent the Participant would have been entitled to exercise said Options or SARs as of the date the Disability determination is effective. At the end of said twelve (12) month period all Options or SARs then unexercised shall be forfeited. The Restriction Period applicable to an outstanding Award of Restricted Stock, Rights to Restricted Stock or Restricted Units shall be deemed to have lapsed on a prorated basis, based on the portion of the Restriction Period the Participant had completed as of the date of Disability. The amount earned and payable on account of an outstanding Performance Award shall also be prorated based on the degree to which the Participant had attained the relevant Performance Goals and the portion of the Performance Cycle completed as of the date of Disability. The Committee shall have such discretion as is necessary to determine whether and when a Participant is considered Disabled for purposes of the Plan.

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6.6 Termination for Cause . If a Participant’s employment with all members of the Pentair Group is terminated for cause, all Awards and grants of every type, whether or not then vested, shall terminate no later than the Participant’s last day of employment. The Committee shall have discretion to determine whether this Section 6.6 shall apply, whether the event or conduct at issue constitutes cause for termination of employment and the date on which Awards to a Participant shall terminate. For purposes of the Plan, termination for cause shall include, but is not limited to: (i) a material violation of any Pentair policy, including any policy contained in the Pentair Code of Business Conduct, (ii) embezzlement from, or theft of property belonging to a member of the Pentair Group, (iii) willful failure to perform or gross negligence in the performance of or failure to perform assigned duties or (iv) other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on the business conducted by the Pentair Group or a member thereof.

6.7 Consultants . The Committee shall have the discretion to determine whether and how the provisions of Sections 6.3 through 6.6 shall apply to a Consultant, and when a Consultant shall be considered to have ceased providing services to the Pentair Group for purposes of applying Section 6.2.

SECTION 7

TRANSFERABILITY

7.1 General . Except as otherwise provided in this Section 7, Awards cannot be assigned, transferred (other than by will or the laws of descent and distribution), pledged, or otherwise encumbered (whether by operation of law or otherwise).

7.2 Limited Purpose Transfers . (a) Allowable Transfers . If allowed by the Committee, a Participant may transfer the ownership of some or all of the vested or earned Awards granted to such Participant, other than ISOs, to (i) the spouse, children or grandchildren of such Participant (the “Family Members”), (ii) a trust or trust established for the exclusive benefit of such Family Members, or (iii) a partnership in which such Family Members are the only partners. Any such transfer shall be without consideration and shall be irrevocable. No Award so transferred may be subsequently transferred, except by will or applicable laws of descent and distribution. The Committee may create additional conditions and requirements applicable to the transfer of Awards.

(b) Treatment of Options After Transfer . Following the allowable transfer of a vested NQSO, such Option shall continue to be subject to the same terms and conditions as were applicable to the NQSOs immediately prior to the transfer. For purposes of settlement of the Award, delivery of Stock upon exercise of an Option and the Plan’s Change in Control provisions, however, any reference to a Participant shall be deemed to refer to the transferee. With respect to a Change in Control, however, such event as may cause the termination of Awards shall continue to apply with respect to the Participant, following which event the transferred NQSOs shall be exercisable by the transferee only to the extent and for the periods specified in Section 8. If the transferred NQSOs are exercised at such time and in such manner as to result in a grant of Reload Options, the Reload Options shall be granted to the Participant.

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SECTION 8

CHANGE IN CONTROL

8.1 Treatment of Options . Upon the occurrence of a Change in Control, all Options granted to a Participant who is then employed by Pentair or a Subsidiary shall, to the extent not then vested or exercised, become fully vested and immediately exercisable without regard to the terms and conditions attached to such Options. To the extent such Options are then exercised under circumstances which would otherwise result in a grant of Reload Options to the Participant, no such Reload Options will be granted.

8.2 Treatment of Restricted Stock . Upon the occurrence of a Change in Control, the restrictions then applicable to all outstanding shares of Restricted Stock awarded under the Plan shall automatically lapse. If on the Change in Control date any dividends declared with respect to such Restricted Stock have not been paid to the Participant, then all such amounts shall be paid within ten (10) days of the Change in Control date.

8.3 Treatment of Rights to Restricted Stock . Upon the occurrence of a Change in Control, all Rights to Restricted Stock shall be fully and immediately vested and the Participant shall be paid within ten (10) days the cash value of the shares of Stock which otherwise would have been issued based on the Fair Market Value of the Stock on the Change in Control date, together with any then unpaid dividends which have been declared on the number of shares of Stock into which an Award of Rights to Restricted Stock can then be converted.

8.4 Treatment of Performance Shares . Upon the occurrence of a Change in Control, the Performance Goals then applicable to all outstanding Performance Shares shall be deemed satisfied. The Committee shall have the discretion to pay to the Participant, in cash or Stock, such amount of the Award, if any, as it shall determine within ten (10) days of the Change in Control date, together with any dividends declared with respect to such shares which have not yet been paid.

8.5 Treatment of Units . Outstanding Awards of Units shall be valued by assuming that all Performance Goals have been satisfied and any other restrictions applicable to such Award have been met or have otherwise lapsed. The Committee shall have the discretion to pay to the Participant such amount of the Award, if any, as it shall determine within ten (10) days of the Change in Control date. If such Units were issued in tandem with another Award, payment for such Units shall be made in Stock or cash, depending on the payment terms relevant to the Award.

8.6 Participants Covered Under a KEESA . The provisions of this Section 8 shall also apply to a Participant who terminates employment before a Change in Control if the Participant has entered into a KEESA and is entitled to benefits thereunder pursuant to Section 3(b) of the KEESA.

8.7 Governing Documents . In the case of any conflict between the provisions of this Section 8 and any other provisions of the Plan, this Section 8 will control. In the case of any conflict between the terms of this Plan and the terms and provisions of a Participant’s KEESA, the terms of such KEESA shall control to the extent more beneficial to such Participant, and the obligations of Pentair under such KEESA shall be in addition to any of its obligations under the Plan.

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SECTION 9

ADMINISTRATION

9.1 Committee as Administrator . (a) General . The Plan shall be administered by the Committee, which shall have full power and authority to select Participants, interpret the Plan, grant Awards, continue, accelerate, or suspend the exercisability or vesting of an Award, and adopt such rules and procedures for operating the Plan as it may deem necessary or appropriate. Notwithstanding the above statement, once established the Committee shall have no discretion to increase the amount of compensation a Participant whose Awards are, or are reasonably thought to be, subject to Code section 162(m) may earn by application of any Performance Goals relevant to an Award, although the Committee shall retain the discretion to decrease the amount of compensation a Participant may earn under the terms of an Award. Any action by the Committee to accelerate or otherwise amend an Award for reasons other than Retirement, death, Disability or a Change in Control shall be made only in response to business circumstances then existing and, if appropriate, shall include application of a commercially reasonable discount to the compensation otherwise payable to reflect the value of accelerated payment.

(b) Compliance with Applicable Law . The power and authority of the Committee shall include, but not be limited to, making such amendments or modifications to the Plan or to an Award as may be necessary or desirable to make available to Participants tax or other benefits of, or to comply with, the laws, regulations or accounting rules of the United States, any state, any other domestic jurisdiction or any foreign jurisdiction in which any member of the Pentair Groups operates or in which Participants who are subject to such laws reside or work.

(c) Code Section 409A . The provisions of Code section 409A are incorporated herein by reference to the extent necessary for any Award that is subject to Code section 409A to comply therewith.

9.2 Delegation of Authority . To the extent permitted under Minnesota law, the Committee may delegate to officers of Pentair any or all of its duties, power and authority under the Plan subject to such conditions or limitations as the Committee may establish. Notwithstanding the preceding sentence, the Committee may not delegate the power to amend or terminate the Plan nor the authority to award performance-based compensation or determine the degree to which such compensation has been earned with respect to an Award for a Participant who is, or is reasonably thought to be, subject to Code section 162(m). In no event, however, shall an officer of Pentair have or obtain the authority to grant Awards to himself or herself or to any person who is subject to Section 16 of the Securities Exchange Act of 1934.

9.3 Accounting Standards . Calculation of changes to any Performance Goal established for purposes of an Award shall be made without regard to changes in accounting methods used by Pentair or in accounting standards that may be required by the Financial Accounting Standards Board after a Performance Goal relative to an Award is established and prior to the time the compensation earned by reason of the achievement of the relevant Performance Goal is paid to the Participant.

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9.4 Amendment of Awards . Except as otherwise provided in the Plan, the Committee shall have the discretion to amend the terms of any Award. Any such amendment may be made either prospectively or retroactively, as necessary, provided that no such amendment shall either impair the rights of an affected Participant without the consent of such Participant or amend the terms of an Option or an SAR so as to reduce the Option price or SAR grant price. Absent shareholder approval, the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR with a lower Option price or SAR grant price, if such action would have the same economic effect as reducing the Option price or SAR grant price of such a cancelled Option or SAR. Notwithstanding the foregoing, in no event may the exercise price of an Option or the grant price of an SAR be reduced, even with the approval of the Company’s shareholders, unless such reduction is made pursuant to the adjustment provisions contained in Section 3.2 of the Plan and in accordance with section 1.409A-1(b)(5)(v)(D) of the Treasury Regulations, or in connection with a transaction which is considered the grant of a new Option or SAR for purposes of section 409A of the Code, provided that the new exercise price or grant price is not less than the Fair Market Value of a share of Stock on the new grant date.

9.5 Term of Plan . The Plan terminated on May 1, 2008.

SECTION 10

PLAN AMENDMENT AND TERMINATION

10.1 Plan Amendment . Pentair may, by written resolution of its Board or through action of the Committee, at any time and from time to time, amend the Plan in whole or in part. Notwithstanding this authority, no such amendment shall, without shareholder approval, have the effect of repricing an Option, increasing the number of shares of Stock available for purposes of making Awards, increasing the limits described in Section 3.3 applicable to various types of Awards, materially enhancing the benefits available to Participants, materially expanding the class of individuals who are eligible to receive Awards, or making such other change as would, under applicable law or regulation, or standards issued by a self-regulating organization, require shareholder approval.

10.2 Plan Termination . Pentair may, by written resolution of its Board, terminate the Plan at any time.

SECTION 11

MISCELLANEOUS

11.1 Participant Rights . The right of a member of the Pentair Group to discipline or discharge a Participant, or to exercise any rights related to the tenure of any individual’s employment or other service shall not be affected in any manner by the existence of the Plan or any action taken pursuant to the Plan. The selection of an individual to receive an Award in any given Fiscal Year shall not require that such individual receive an Award in any subsequent Fiscal Year. Furthermore, the grant to a Participant of a specific type of Award does not require that such individual be selected to receive any other type of Award. The Committee has the discretion to consider such factors as it deems pertinent when selecting Participants and determining the type and amount of Awards to be made to a Participant.

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11.2 Participant Responsibilities . If a Participant shall dispose of Stock acquired through exercise of an ISO within either (i) two (2) years after the date the Option is granted or (ii) one (1) year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify Pentair within seven (7) days of the date of such disqualifying disposition. In addition, if a Participant elects, under Code section 83, to be taxed at the time an Award of Restricted Stock (or other property subject to such Code section) is made, rather than at the time the Award vests, such Participant shall notify Pentair within seven (7) days of the date the Restricted Stock subject to the election is awarded.

11.3 Funding . The Plan is an unfunded plan, and Pentair has no obligation to create any trust or separate fund or to otherwise set aside funds or segregate assets to ensure payment of any Award. The Plan does not create a fiduciary relationship between Pentair and any Participant or other person. To the extent any Participant or other person holds any rights by virtue of an Award under the Plan, such right shall, except as may otherwise be provided in a KEESA, be no greater than the right of an unsecured general creditor of Pentair.

11.4 Expenses . The expenses of maintaining and administering the Plan shall be borne by Pentair.

11.5 Indemnification . To the extent permitted by law, members of the Committee and the Board shall be indemnified and held harmless by Pentair with respect to any loss, cost, liability or expense that may reasonably be incurred in connection with any claim, action, suit or proceeding which may arise by reason of any act or omission under the Plan taken within the scope of the authority delegated hereunder.

11.6 Communications . Pentair may, unless otherwise prescribed by any applicable state or federal law or regulation, provide to Participants any notices, grants, Awards, forms, reports or shares of Stock by using either paper or electronic means.

11.7 Interpretation . Section and subsection headings are for convenience of reference and not part of this Plan, and shall not influence its interpretation. Wherever any words are used in the Plan in the singular, masculine, feminine or neuter form, they shall be construed as though they were also used in the plural, feminine, masculine or non-neuter form, respectively, in all cases where such interpretation is reasonable.

11.8 Governing Law . To the extent not preempted by applicable federal law, the construction and interpretation of the Plan shall be made in accordance with the substantive laws of the State of Minnesota, but without regard to any choice or conflict of laws provisions thereof.

11.9 Severability . If any provision of the Plan shall be ruled or declared invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of the Plan, and such remaining provisions shall be construed and enforced as if such illegal or invalid provision had never been included in the Plan.

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Exhibit 10.4

PENTAIR PLC

OUTSIDE DIRECTORS NONQUALIFIED STOCK OPTION PLAN

(as amended through the Re-domicile Date (as defined below) )

1. Purpose . The purposes of this Plan are to (i) encourage stock ownership by Outside Directors of the Company through the granting of nonqualified stock options to purchase ordinary shares of Pentair plc, provide an incentive to the directors to continue to serve the Company and aid the Company in continuing to attract qualified director candidates.

Options granted under the Plan will not meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The exercise of options is necessarily speculative, and the Company gives no assurance as to the future value of Stock.

The Plan terminated on January 15, 2008.

2. Definitions .

a. “Company” means (1) prior to September 28, 2012, Pentair, Inc., (2) on and after September 28, 2012 and prior to the Re-domicile Date, Pentair Ltd., and (3) on and after the Re-domicile Date, Pentair plc, and, in each case, any first-tier or second-tier subsidiary, including a joint venture partially owned by a subsidiary.

b. “Board” means (1) prior to September 28, 2012, the Board of Directors of Pentair, Inc., (2) on and after September 28, 2012 and prior to the Re-domicile Date, the Board of Directors of Pentair Ltd. and (3) on and after the Re-domicile Date, the Board of Directors of Pentair plc.

c. “Plan” means the Outside Directors Nonqualified Stock Option Plan.

d. “Optionee” means an Outside Director who has entered into an option agreement.

e. “Outside Director” means any member of the Board who is not also an employee of the Company.

f. “Re-domicile Date” means the effective date of the consummation of the merger of Pentair Ltd. with and into Pentair plc.

g. “Stock” means (1) prior to September 28, 2012, the common stock of Pentair, Inc., (2) on and after September 28, 2012 and prior to the Re-domicile Date, Pentair Ltd. Common Shares and (3) on and after the Re-domicile Date, the ordinary shares of Pentair plc.

3. Administration . The Plan shall be administered by the Board.

4. Grants to Directors . Each Outside Director shall be given annually a fixed number of options to acquire Stock as provided in Section 5. When an individual who has not

previously been an Outside Director first joins the Board, he or she shall receive a one-time grant of options as provided in Section 5. In addition, as of the Plan’s effective date, each Outside Director shall receive a one-time option grant. The number of shares to be covered by each option and the terms of such options shall be governed by the provisions of the Plan. Each time an Outside Director is granted an option, he or she shall be notified and given an option agreement for purposes of accepting the grant of options.

5. Grant of Option .

a. Number of Shares . Subject to the provisions of Article 12, the maximum number of shares as to which options may be granted under the Plan shall be 1,155,000 shares of Stock.

b. Determination of Grant .

(i) One-Time Grant . Each individual who is an Outside Director on the Plan’s effective date shall receive a one-time grant of options to purchase five thousand (5,000) shares of Stock.

(ii) Initial Grants . Each individual who does not receive a grant under Section 5b(i) and who is elected to the Board after the Plan’s effective date shall receive a one-time grant of options to purchase five thousand (5,000) shares of Stock.

(iii) Ongoing Grants . For each calendar year an individual is an Outside Director, he or she shall receive a grant of options to purchase five thousand (5,000) shares of Stock.

c. Option Term and Vesting . Each option granted shall be exercisable only within ten (10) years from the date of grant and shall be first exercisable for one-third of the number of shares for which options were granted following the first anniversary of the date of grant, an additional one-third following the second anniversary and the final one-third following the third anniversary.

d. Reload Options . Options granted under the Plan with ten (10) year terms which are exercised by a stock swap not later than the fifth anniversary of the date of grant are eligible for the grant of a reload option. Any such reload option shall be equal to the number of shares surrendered for purposes of exercising a qualifying option. The reload options shall be for a term equal to the remainder of the original term of the option to which the reload option relates and shall have an exercise price not less than the fair market value of Stock, determined as of the date the reload options are granted.

The grant of reload options pursuant to the provisions of this Article 5(c) shall be automatic and each eligible Optionee will be notified and given an opportunity to accept an option agreement. Grants of reload options shall be subject to the maximum number of shares authorized and available under the Plan as described in Article 5(a).

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e. Exercise Price . The price to be paid upon the exercise of each option granted under the Plan shall be no less than the fair market value of Stock, determined as of the date the option is granted.

f. Fair Market Value . For purposes of this Article 5, the fair market value of Stock shall mean the closing price of a share of Stock on the relevant date as reported by the New York Stock Exchange, or as otherwise determined using procedures established by the Board.

g. Amendments to Article 5 . The provisions of this Article 5 may not be amended more than once every six (6) months, other than to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules and regulations promulgated under either of them.

6. Effective Date and Period of Plan . The Plan is effective for a period of ten (10) years from January 15, 1998.

7. Period of Option . The term of any option issued pursuant to the Plan shall not exceed ten (10) years from the date granted (or in the case of an option granted pursuant to Article 12, ten (10) years from the date the substituted option was granted by the predecessor corporation). An option term may extend beyond the termination of this Plan.

Each option shall become exercisable at such time or times and in the manner provided in the Plan, as may be amended thereafter, providing such amendment does not postpone exercise of then outstanding options.

8. Termination .

a. Death or Permanent Disability of Optionee . In the event of death or permanent disability of an Optionee while a member of the Board, and prior to the time an option has been fully exercised, any option which has not then expired by its terms shall be exercisable only within the six (6) months immediately succeeding the date of death or disability and then only (i) by the person or persons to whom the Optionee’s rights under the option shall pass by will or the laws of descent and distribution, and (ii) to the extent the Optionee was entitled to exercise the option at the date of death or disability. Permanent disability shall be as defined in Code section 105.

b. Termination for Reasons Other than Death or Permanent Disability . Upon removal of an Optionee from the Board for reasons other than death or permanent disability, all options hereunder will terminate within thirty (30) days of the date of the Optionee’s removal from the Board unless the Board in its discretion prescribes a later date.

9. Transferability .

a. Options Not Transferable . Each option granted under this Plan shall be nontransferable other than on the death of the Optionee by will or by operation of the laws of descent and distribution of the state in which the Optionee is domiciled on the date of death. Options shall be exercisable during the Optionee’s lifetime only by the Optionee.

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b. Transfer Restrictions . Each share of Stock acquired by exercise of an option under this Plan shall be subject to such restriction on transfer as the Board shall determine is necessary to comply with the Securities Act of 1933, as amended. Stock certificates evidencing such shares shall bear an appropriate restrictive legend. No Stock may be sold, transferred, hypothecated or otherwise disposed of in violation of such restriction.

10. Payment .

a. General . Full payment for all Stock to be acquired pursuant to the exercise of an option shall be made at the time such option, or any part thereof, is exercised, except that the Board may permit deferred payment if at least the minimum interest rate required under Code section 483 is charged. Payment shall be made in cash or in one of the alternative forms specified below.

b. Payment with Options . In lieu of paying cash for the exercise price, the Optionee may pay such exercise price by transferring to the Company a sufficient number of outstanding options. The cash derived from the transfer of options for payment of such exercise price will be equal to the appreciated value of the options, measured by the excess of the current market value of the Stock over the exercise price of the option.

c. Payment in Stock . Shares of Stock also may be exchanged in payment for the exercise price due upon exercise of an option. For this purpose, the value of the Stock will be the fair market value as of the date of exercise. Any such transfer of Stock must be in whole shares; the Optionee may not transfer fractional shares of Stock.

11. Form of Option . The form of option granted pursuant to the Plan and the contents of the option agreement shall be subject to the provisions of the Plan.

12. Anti-dilution . If the number of outstanding shares of Stock shall be changed in number or class by reason of split-ups, combinations, mergers, consolidations recapitalizations or the declaration of a Stock dividend, the number and class of shares as to which options may thereafter be granted, and the number and class of shares then subject to outstanding options, shall be adjusted proportionately to the nearest whole share. In addition, the price per share payable upon exercise of each outstanding option also shall be adjusted proportionately to reflect any such adjustment in the number of shares then subject to outstanding options. Any adjustment made pursuant to this Article 12 shall be determined in the sole discretion of the Board, provided, however, that no adjustment shall be made in the number of shares subject to outstanding options for Stock dividends in any calendar year which, in the aggregate, do not exceed three percent (3%) of the total number of shares of such Stock outstanding on the record date used to determine the stockholders entitled to receive the latest such dividend in such calendar year.

13. Modification and Termination . The Board may, at any time, terminate, modify or suspend the Plan.

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14. Interpretation of Plan . Full power and authority to construe, interpret and administer the Plan and all option contracts issued thereunder shall be vested in the Board. Decisions of the Board shall be final, conclusive and binding upon all parties, including the Company, the stockholders and Optionees.

15. Expenses of Administration . The expenses of administering this Plan shall be borne by the Company.

16. Removal from Board . The fact that an Outside Director has been granted an option under this Plan shall not affect or qualify the right of the Board or the shareholders of the Company to remove such individual from the Board consistent with the provisions of the Company’s governing documents or under applicable law.

17. Change in Control . Upon the occurrence of a Change in Control of the Company, as that term is defined in the Key Executive Employment and Severance Agreement (“KEESA”), as approved by the Board effective August 23, 2000, all outstanding options granted to an individual who is then an Outside Director shall, to the extent not then exercisable, become fully and immediately exercisable without regard to the time at which such options would otherwise become first exercisable under Section 5b of the Plan. Regardless of the manner in which payment for such options is made, however, no reload options shall be granted upon the exercise of options which have become exercisable by application of this Section 17. In the case of a conflict between this Section 17 and any other Plan provision, this Section 17 shall control.

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Exhibit 10.5

PENTAIR PLC

EMPLOYEE STOCK PURCHASE AND BONUS PLAN

Effective September 28, 2012

Amended and Restated Effective as of the Re-domicile Date (as defined below)

SECTION 1

HISTORY AND BACKGROUND

Pentair, Inc. (“Old Pentair”) adopted, effective March 1, 1977, the Pentair, Inc. Employee Stock Purchase and Bonus Plan the (“Pre-Merger ESPP”) and, effective August 31, 1998, the Pentair, Inc. International Stock Purchase and Bonus Plan (the “Pre-Merger International ESPP”). The shareholders of Old Pentair approved amended and restated versions of the Pre-Merger ESPP and the Pre-Merger International ESPP that became effective on May 1, 2004. Old Pentair adopted (1) the Pre-Merger ESPP to provide to U.S. employees of Old Pentair and the members of its controlled group of companies an opportunity to purchase, as a long-term investment, shares of Old Pentair common stock, and (2) the Pre-Merger International ESPP to afford the employees of its international branches and subsidiaries a convenient and cost-effective means for the regular and systematic purchase of Old Pentair common stock on terms substantially comparable to those available to Old Pentair U.S. employees.

In connection with the merger of Old Pentair with and into a wholly-owned subsidiary of Tyco Flow Control International Ltd. (to be renamed Pentair Ltd., and referred to herein as the “Company”), which occurred on September 28, 2012 (the “Merger”), the Company adopted this Employee Stock Purchase and Bonus Plan (the “Plan”) to provide to employees of the Company and its designated divisions and subsidiaries the opportunity to purchase shares of the Company’s common stock after the Merger. The Plan became effective on September 28, 2012 (the “Commencement Date”). The Plan is also considered a successor to the Pre-Merger ESPP and Pre-Merger International ESPP for all purposes, including satisfying the purchase obligations under those plans for the quarter ending September 30, 2012.

The Plan was amended and restated effective May 1, 2013 to reflect certain administrative changes made to the operation of the Plan.

The Plan is being amended and restated effective as of the consummation of the merger of Pentair Ltd. with and into Pentair plc (the “Re-domicile Merger”) to reflect the assumption of this Plan by Pentair plc and the applicability of the Plan to ordinary shares of Pentair plc, rather than common shares of Pentair Ltd., following the Re-domicile Merger.

The following sections of the Plan (other than Appendix A ) shall apply to the U.S. employees of the Company and its participating divisions and subsidiaries. The terms and conditions set forth in Appendix A shall apply exclusively to the non-U.S. employees of the Company’s participating international branches and subsidiaries.

SECTION 2

DEFINITIONS

Unless the context clearly requires otherwise, when capitalized the terms listed below shall have the following meanings when used in this Section or other parts of the Plan.

(1) “Account” is an account maintained under the Plan by the Plan Agent to record the amount withheld from each Participant’s Compensation or contributed directly by a Participant for the purpose of purchasing Stock, the amount of Company matching contributions made on behalf of a Participant, cash dividends paid with respect to such Stock, and the number of shares of Stock held on behalf of each Participant under the Plan.

(2) “Affiliated Company” is (a) any corporation or business located in and organized under the laws of one of the United States which is a member of a controlled group of corporations or businesses (within the meaning of Code section 414(b) or (c)) that includes the Company, but only during the periods such affiliation exists, or (b) any other entity in which the Company may have a significant ownership interest, and which the Plan Administrator determines shall be an Affiliated Company for purposes of the Plan.

(3) “Code” is the Internal Revenue Code of 1986, as amended.

(4) “Company” is (a) on or after September 28, 2012 and prior to the Re-domicile Date, Pentair Ltd., a Swiss company, and (b) on or after the Re-domicile Date, Pentair plc, an Irish company.

(5) “Compensation” is a Participant’s base wages or salary (i.e., exclusive of overtime or bonus payments), or the equivalent thereof, paid to or on behalf of a Participant for services rendered to the Company or a Participating Employer.

(6) “Eligible Employee” is an Employee, except those Employees:

(i) who are included in a unit of Employees covered by a collective bargaining agreement between Employee representatives and a Participating Employer, unless and to the extent such agreement provides that such Employees shall be covered by the Plan, or the Participating Employer and the Plan Administrator have otherwise agreed to extend coverage under the Plan to such Employees;

(ii) who are covered under Appendix A ;

(iii) whose Employer is not a Participating Employer; or

(iv) who are not treated as Employees by the Company or a Participating Employer for purposes of the Plan even though they may be so treated or considered under applicable law, including Code section 414(n), the Federal Insurance Contribution Act or the Fair Labor Standards Act (e.g., individuals treated as employees of a third party or as self-employed).

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(7) “Employee” is an individual who is an employee of the Company or an Affiliated Company.

(8) “Participant” is an Eligible Employee who has met the age and service requirements for Plan participation and completed the authorization form necessary for participation.

(9) “Participating Employer” is an Affiliated Company which is making, or has agreed to make, contributions under the Plan with respect to some or all of its Employees, but only during the period such agreement to contribute remains in effect. The Company must approve each Participating Employer, except that any entity that is considered a Participating Employer under the Pre-Merger ESPP automatically shall be considered a Participating Employer hereunder on the Commencement Date without further action by the Company or such employer.

(10) “Plan” is the Pentair plc Employee Stock Purchase and Bonus Plan as described in this plan document and as it may be amended from time to time.

(11) “Plan Administrator” is the Company, and may include an employee or committee of employees of the Company or any subsidiary thereof that has been appointed by the Company to serve as the plan administrator of the Plan.

(12) “Plan Agent” is the entity duly appointed by the Company to receive funds contributed by Participants and Participating Employers, to purchase shares of Stock with such funds, and to maintain Participant Accounts.

(13) “Prospectus” is the prospectus, as in effect from time to time, which describes the Plan and which is delivered to eligible Participants with respect to the purchase of Stock under the Plan.

(14) “ Re-domicile Date ” is the effective date of the consummation of the merger of Pentair Ltd. with and into Pentair plc.

(15) “Stock” is (a) on or after September 28, 2012 and prior to the Re-domicile Date, the registered shares of Pentair Ltd., nominal value CHF 0.50 per share, subject to any capital changes, and (b) on or after the Re-domicile Date, the ordinary shares of Pentair plc, nominal value $0.01 per share.

SECTION 3

ELIGIBILITY

3.1 General . All Eligible Employees of a Participating Employer may elect to participate in the Plan after the Commencement Date upon the attainment of age eighteen (18) and the completion of twelve (12) consecutive months of employment with the Company or an Affiliated Company, measured from such individual’s original date of hire. Notwithstanding the foregoing, all Participants in the Pre-Merger ESPP as of the date immediately preceding the Commencement Date automatically shall be considered Participants hereunder on the Commencement Date without further action by such individuals.

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3.2 Determining Credit for Completed Service .

(a) Eligible Employee Who Leaves Employment . In the event an Employee who has completed the twelve (12) consecutive months of service necessary to elect to participate in the Plan leaves employment with the Company and all Affiliated Companies and is subsequently rehired, credit for such completed service shall not be lost, regardless of the length of time between the date such employment ends and the individual’s rehire date.

(b) Leaving Employment Before Eligible . An Employee who leaves employment with the Company and all Affiliated Companies prior to the completion of twelve (12) consecutive months of service and is subsequently rehired shall not receive credit for any service completed prior to the time such first term of employment ended.

(c) Collectively Bargained Employees . In those cases where a group of Employees who are covered by a collective bargaining agreement becomes eligible to participate in the Plan pursuant to the terms of such agreement then, unless the agreement provides otherwise, such Employees shall be given credit for service completed prior to the effective date of such agreement for purposes of determining eligibility to elect to participate in the Plan.

(d) Newly Acquired Groups . In those cases where a company, partnership, joint venture or other entity becomes an Affiliated Company, the Plan Administrator may, but shall not be required to, give credit to the Employees of such organization for service completed with their employer prior to the date such employer becomes an Affiliated Company.

SECTION 4

PARTICIPATION

4.1 General . Plan participation is voluntary and Eligible Employees do not automatically become Participants upon meeting the Plan’s eligibility requirements, except as set forth in Section 3.1. An Eligible Employee who has met the Plan’s eligibility requirements, as described in Section 3, may commence Plan participation after the Commencement Date by delivering to the Human Resources Department of the Company or a Participating Employer (or any delegate thereof) an authorization for deductions from such individual’s Compensation, if the individual intends to make contributions through payroll deductions. Notwithstanding the foregoing, the deduction authorization in effect for each Participant in the Pre-Merger ESPP as of the Commencement Date automatically shall be given effect hereunder on and after the Commencement Date.

4.2 Withdrawal from Participation . A Participant may elect to cease participation under the Plan at any time, even though he or she remains an Eligible Employee of the Company or a Participating Employer, by giving written notice to his or her employer. Such an individual may elect to resume participation in the Plan at any time, provided he or she is an Eligible Employee at the time participation resumes.

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SECTION 5

CONTRIBUTIONS

5.1 Participant Contributions . Participants may make contributions under the Plan for purposes of purchasing Stock by using either or both of the methods described below. All such contributions must be made in cash or a cash equivalent.

(a) Payroll Deductions . A Participant may authorize his or her employer to make a deduction from each paycheck for purposes of purchasing Stock. The Plan Administrator may specify that payroll deductions be elected as a percentage of compensation or a specific dollar amount, or both. The minimum deduction allowed is $10.00 per month; the maximum deduction allowed is the lesser of $750 per month and 15% of such Participant’s Compensation. A Participant may change the amount of his or her payroll deduction at any time, and such change shall be effective as soon as practicable thereafter.

(b) Additional Contributions . A Participant may also purchase Stock by making an additional cash contribution. Any such contribution shall not be made by payroll deduction but shall be paid by the Participant directly to the Plan Agent. These contributions, if any, must be made at least quarterly, and the total quarterly contribution cannot exceed $3,000.

5.2 Employer Bonus Contribution . Each month the Company and Participating Employers shall pay to the Plan Agent on behalf of each Participant employed by such employer an amount equal to twenty-five percent (25%) of the contributions made by Participants through payroll deductions from Compensation. No such bonus contribution shall be made by the Company or any Participating Employer with respect to any additional cash contributions made directly by Participants.

5.3 Dividends . Cash dividends paid on Stock held in a Participant’s Account shall be used by the Plan Agent to purchase additional shares of Stock on behalf of such Participant. Stock dividends declared by the Company shall be allocated to Accounts.

SECTION 6

PURCHASE OF STOCK

6.1 Participant Accounts . The Plan Agent shall establish for each Participant an Account to hold the Stock purchased on behalf of such Participant. All Stock and other amounts allocated to such Account shall at all times be fully vested and nonforfeitable.

6.2 Purchasing Stock . The Plan Agent shall use all Participant and employer contributions, regardless of type and including cash dividends, to purchase Stock on the open market. The Plan Agent shall make all such purchases over a number of business days each month, or on a single business day in the month, as are agreed to by the Plan Agent and the Company. All Stock so purchased shall be allocated to the Accounts of Participants on behalf of whom purchases were made based on (a) if purchases occurred over multiple business days, the average purchase price obtained over said monthly purchase period, or (b) if purchases occurred on a single business day, the closing price on such day. No interest shall be paid on any cash amounts held by the Plan Agent regardless of whether such cash is being held in anticipation of the date on which Stock purchases shall be made or held pending a refund to a terminating Participant.

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SECTION 7

ENDING PARTICIPATION

7.1 General . A Participant may elect to discontinue Plan participation even though he or she remains an Eligible Employee of the Company or a Participating Employer. In addition, a Participant may cease Plan participation by reason of becoming an Employee of an Affiliated Company which is not a Participating Employer, by joining a group of Employees who are not Eligible Employees, or by qualifying for benefits under a long-term disability plan maintained by the Company or a Participating Employer. At such time as a Participant shall cease employment with the Company and all Affiliated Companies, Plan participation shall cease and the individual may elect the manner in which his or her Account shall be distributed.

7.2 Discontinuing Participation . An individual may elect at any time to cease making contributions under the Plan, even though he or she remains an Eligible Employee of the Company or a Participating Employer. In addition, an individual who begins receiving long-term disability benefits shall cease making contributions under the Plan. Such individuals may, but are not required to, request a full or partial cash or Stock disposition from their Accounts.

7.3 Ceasing to be an Eligible Employee . Participants who cease to be Eligible Employees but remain Employees of the Company or an Affiliated Company may, but are not required to, request a full or partial cash or stock disposition from their Accounts.

7.4 Termination of Employment . Participants who cease to be Employees of the Company or any Affiliated Company shall receive a distribution from their Accounts as described in Section 8.

7.5 Death of Participant . In the event of the death of a Participant, such individual’s Account shall be distributed as described in Section 8.

SECTION 8

DISPOSITION OF ACCOUNTS

8.1 Termination of Participation . At such time as a Participant shall cease to participate in the Plan due to a termination of employment with the Company and all Affiliated Companies, the Human Resources Department of such individual’s employer shall provide to the individual a notice of Account distribution options and a form whereby the individual can provide to the Plan Agent instructions as to the disposition of his or her Account. A Participant may elect to receive whole shares of Stock, plus cash in lieu of fractional shares, or cash only.

(a) Stock Election . If a terminating Participant elects to receive a Stock distribution, the Plan Agent shall deliver to such Participant the number of whole shares of Stock allocated to such Participant’s Account. Any fractional shares of Stock being distributed shall be sold at the Stock’s then current market price and the proceeds of such sale, reduced by any costs associated with such sale, including brokerage fees due to the Plan Agent or any other party, shall be sent to the Participant. Generally, all distributions shall be completed after all Stock purchases relevant to such Account have been made.

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(b) Cash Election . If a terminating Participant elects to receive cash, the Plan Agent shall sell all whole and fractional shares of Stock allocated to such Participant’s Account. All such Stock shall be sold at the then current market price and the proceeds of such sale, reduced by any costs associated with such sale, including brokerage fees due to the Plan Agent or any other party, shall be sent to the Participant. Generally, all sales shall be completed after all Stock purchases relevant to such Account have been made.

(c) Default Provision . If a terminating Participant does not make a distribution election within thirty (30) days of the date the Human Resources Department provides the notice described in Section 8.1, the Plan Agent shall proceed as if such Participant had elected a Stock distribution.

8.2 Death of Participant . In the event of the death of a Participant, the legal representative or administrator of such Participant’s estate shall be entitled to elect between a Stock or cash distribution, made at the times and in the manner described in Section 8.1, and shall be subject to the same default distribution rules as a Participant. All distributions, regardless of form, shall be paid as directed by the Participant’s legal representative or administrator, or paid to the Participant’s estate if no such direction is provided. To the extent the Plan Administrator determines that Participant Accounts may be held in joint tenancy with right of survivorship or adds to the Plan a provision permitting transfer on death designation, then the Stock held in the Account of a deceased Participant shall be distributed according to any such designation duly made by the Participant.

8.3 Withdrawal from Accounts .

(a) In-service Distribution . Withdrawals from Accounts are available to Participants who (i) remain Eligible Employees but cease making contributions under the Plan; (ii) are no longer Eligible Employees but remain Employees of the Company or an Affiliated Company; or (iii) are currently Participants. Such a withdrawal may be made in either cash or shares of Stock.

(b) Stock Election . If a Participant described in Section 8.3(a) wishes to receive shares of Stock, then he or she shall specify the number of whole shares of Stock to be distributed, if the request is for a distribution of less than the entire Account balance. If the request is for withdrawal of the entire Account balance, any fractional shares of Stock held in such Account shall be sold at the Stock’s then current market price and the proceeds of such sale, reduced by any costs associated with such sale, including brokerage fees due to the Plan Agent or any other party, shall be sent to the Participant. Generally, all such distributions shall be completed after all Stock purchases relevant to such Account have been made.

(c) Cash Election . If a Participant described in Section 8.3(a) wishes to receive cash, the Plan Agent shall sell all whole and fractional shares of Stock allocated to such Participant’s Account or, if less than the entire Account, such number of shares of Stock as the Participant shall specify. All such Stock shall be sold at the then current market price and the proceeds of such sale, reduced by any costs associated with such sale, including brokerage fees due to the Plan Agent or any other party, shall be sent to the Participant. Generally, all sales shall be completed after all Stock purchases relevant to such Account have been made.

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(d) Premature Withdrawal of Shares . If a Participant who has neither left employment with the Company and all Affiliated Companies nor otherwise ceased to participate under the Plan requests that the Plan Agent sell some or all of the Stock acquired for his or her Account with amounts contributed by payroll deductions from Compensation within twelve (12) months after such Stock is purchased, the Participant’s employer may cease to make bonus contributions for the benefit of such Participant for twelve (12) months following the date of such premature sale.

SECTION 9

ADMINISTRATION

9.1 Term of Plan . This Plan is effective September 28, 2012 and shall remain in effect for a period of ten (10) years after such effective date, unless the Plan is earlier terminated as provided in Section 10.6.

9.2 Prospectus . Upon completing the eligibility requirements described in Section 3, an Eligible Employee shall receive from the Human Resources Department of the Company or his or her Participating Employer a copy of the Prospectus which describes the Plan.

9.3 Reporting . The Plan Agent shall provide to each Participant quarterly, or at such other intervals as may be necessary or appropriate, the following information:

(a) the total amount contributed to each Participant’s Account for such quarter, whether by payroll deduction, lump sum contributions, or the Participant’s employer;

(b) the number of shares of Stock purchased on behalf of the Participant with all of such contributions; and

9.4 Voting of Stock in Accounts . The Company shall provide to each Participant all notices and correspondence it provides to any shareholder of record who is not a Participant, including proxy statements. The Plan Agent shall receive proxy instructions from each Participant and shall vote the Stock allocated to each Participant’s Account in accordance with the instructions, if any, provided by such Participant.

9.5 Non-Alienation . No Participant may use his or her Account, or the Stock allocated to such Account, as collateral, or otherwise assign, pledge or encumber such Stock.

9.6 Fees and Commissions . The Company shall pay commissions, service charges or other costs incurred with respect to the purchase of Stock for purposes of the Plan. When any such Stock is sold, the Participant is responsible for payment of any commissions, service charges or other costs incurred on account of such sale.

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SECTION 10

MISCELLANEOUS

10.1 Voluntary Participation . Participation in the Plan is entirely voluntary, and by maintaining the Plan the Company is not making a recommendation as to whether any Eligible Employee should invest in Stock. Investment in any stock involves risk, and each Eligible Employee must decide whether to accept the risk of investing in Stock.

10.2 Employee Rights . The right of the Company or an Affiliated Company to discipline or discharge Employees, or to exercise rights related to the tenure of any individual’s employment, shall not be affected in any manner by reason of the existence of the Plan or any action taken pursuant to the Plan.

10.3 Construction . The Plan Administrator shall have full power and authority to interpret and construe the Plan, to adopt rules and regulations not inconsistent with the Plan for purposes of administering the Plan with respect to matters not specifically covered in the Plan document and to amend and revoke any rules and regulations so adopted. Except as otherwise provided in the Plan, any interpretation of the Plan and any decision on any matter within the discretion of the Plan Administrator which is made in good faith by the Plan Administrator shall be final and binding.

10.4 Interpretation . Section and subsection headings are for convenience of reference and not part of this Plan, and shall not influence its interpretation. Wherever any words are used in the Plan in the singular, masculine, feminine or neuter form, they shall be construed as though they were also used in the plural, feminine, masculine or non-neuter form, respectively, in all cases where such interpretation is reasonable.

10.5 Plan Amendment . The Company may, by written resolution of its Board of Directors or through action of the Compensation Committee of such Board, at any time and from time to time, amend the Plan in whole or in part.

10.6 Plan Termination . The Company may, by written resolution of its Board of Directors or through action of the Compensation Committee of such Board, terminate the Plan at any time. In the event the Plan terminates, the Participant’s Accounts shall be handled in the same manner as if the Participant had terminated employment with the Company and all Affiliated Companies.

10.7 Choice of Law . To the extent not preempted by applicable federal law, the construction and interpretation of the Plan shall be made in accordance with the laws of the State of Minnesota, but without regard to any choice or conflict of laws provisions thereof.

10.8 Acceptance of Terms . By electing to participate in the Plan, each Participant shall be deemed to have accepted all of the provisions of the Plan, and the terms and conditions set forth by the Plan Agent, and to have agreed to be fully bound thereby.

10.9 Computational Errors . In the event mathematical, accounting, or similar errors are made in maintaining Participant Accounts, the Plan Administrator or the Plan Agent, as the case may be, may make such equitable adjustments as it deems appropriate to correct such errors.

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10.10 Communications . The Company, a Participating Employer or the Plan Agent may, unless otherwise prescribed by any applicable state or federal law or regulation, provide the Prospectus and any notices, forms or reports by using either paper or electronic means.

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APPENDIX A

PENTAIR PLC

INTERNATIONAL STOCK PURCHASE AND BONUS PLAN

Effective September 28, 2012

SECTION 1

BACKGROUND AND PURPOSE

1.1 Background . See “Section 1 – History and Background” of the Plan.

1.2 Purpose . The purpose of the terms and conditions of the Plan set forth in this Appendix A (the “International Plan”) is to assist the Company and its international subsidiaries in attracting and retaining personnel of outstanding abilities, to motivate employees to dedicate their maximum productive effort on behalf of the Company and its international branches and subsidiaries and to encourage long-tem ownership of the Company’s common stock by such employees.

SECTION 2

DEFINITIONS

Unless the context clearly requires otherwise, (1) when capitalized, the terms listed below shall have the meanings given below when used in this Section or other parts of the International Plan and (2) when capitalized, terms used in the International Plan that are not defined in the International Plan shall have the meanings given in the other parts of the Plan.

(a) “Account” is the account maintained by the Company or its agent for each Participant to hold shares of Stock purchased in accordance with the International Plan, together with any other funds belonging to the Participant.

(b) “Alternate Currency” is any currency other than United States dollars.

(d) “Committee” is the International Stock Plan Committee, which is a committee of employees of the Company or its affiliates as appointed from time to time by the Board to administer the International Plan.

(e) “Company” is (a) on or after September 28, 2012 and prior to the Re-domicile Date, Pentair Ltd., a Swiss company, and (b) on or after the Re-domicile Date, Pentair plc, an Irish company.

(f) “Distribution Date” is any business day on which the New York Stock Exchange is open and conducting business.

(g) “Eligible Employee” is each Regular Employee of a Participating International Affiliate who is at least eighteen (18) years of age and has completed at least one (1) year of continuous employment with a Participating International Affiliate and who is not covered by the parts of the Plan other than this Appendix A .

(h) “International Plan” is the Pentair plc International Stock Purchase and Bonus Plan, as described in this Appendix A effective September 28, 2012, and as it may be amended from time to time thereafter.

(i) “Participant” is an Eligible Employee who is enrolled in the International Plan.

(j) “Participating International Affiliate” is any branch office of the Company, and any corporation or other form of business or association owned or controlled, directly or indirectly, by the Company, whose Regular Employees are, by action of the Committee, permitted to participate in the International Plan and which is identified on Schedule 1 hereto. Notwithstanding the foregoing, any branch office, corporation or other form of business or association that is considered a Participating International Affiliate under the Pre-Merger International ESPP immediately prior to the Commencement Date automatically shall be considered a Participating International Affiliate hereunder on the Commencement Date without further action by the Committee.

(k) “Plan” is the Pentair plc Employee Stock Purchase and Bonus Plan as described in this plan document and as it may be amended from time to time.

(16) “ Re-domicile Date ” is the effective date of the consummation of the merger of Pentair Ltd. with and into Pentair plc.

(l) “Regular Employee” is each employee of a Participating International Affiliate who works or is scheduled to work a minimum of fifteen (15) hours per week.

(m) “Stock” is (a) on or after September 28, 2012 and prior to the Re-domicile Date, the registered shares of Pentair Ltd., nominal value CHF 0.50 per share, subject to any capital changes, and (b) on or after the Re-domicile Date, the ordinary shares of Pentair plc, nominal value $0.01 per share.

SECTION 3

ADMINISTRATION

3.1 Administrator . The International Plan shall be administered by the Committee, which shall have full power and authority to interpret and construe any provision of the International Plan, to adopt rules and regulations not inconsistent with the International Plan for carrying out the purposes of the International Plan with respect to matters not specifically covered herein, to amend and revoke any rules or regulations so adopted and to appoint agents, including a custodian. Except as otherwise provided herein or to the extent required by law, any interpretation of the International Plan and any decision on any matter within the discretion of the Committee which is made by the Committee in good faith is binding on all persons. The Company may delegate its duties under the International Plan to its agents or to the Committee.

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3.2 Rulemaking Authority . The Committee shall, to the extent necessary or desirable, establish any special rules for Eligible Employees, former employees, or Participants located in a particular country. Such rules shall be set forth in Appendices to this International Plan, which shall be deemed incorporated into the International Plan.

SECTION 4

PARTICIPATION

Each Eligible Employee may participate in the International Plan at any time after the Commencement Date by delivering to the Participating International Affiliate by which he or she is employed a completed and duly signed form authorizing the relevant Participating International Affiliate to make compensation deductions for the Participant for purposes of enabling the Participant to make contributions to the International Plan as contemplated herein.

Participation in the International Plan by Eligible Employees is entirely voluntary. After the Commencement Date, participation in the International Plan will begin as soon as practicable after the required form is received and processed by the Participating International Affiliate and continue until the Participant ceases to be an Eligible Employee, the Company terminates the participation of the Participant pursuant to Section 9 or written termination by the Participant of his or her participation in the International Plan is received and processed by the relevant Participating International Affiliate.

Notwithstanding the foregoing, all Participants in the Pre-Merger International ESPP as of the date immediately preceding the Commencement Date automatically shall be considered Participants hereunder on the Commencement Date without further action by such individuals and such individuals’ compensation deduction agreements shall be given effect hereunder.

SECTION 5

PARTICIPANT CONTRIBUTIONS

Participants may make contributions for the purchase of Stock under the International Plan in accordance with the following:

(a) Payroll Deductions . Participants may authorize the relevant Participating International Affiliate to make periodic payroll deductions from the Participant’s compensation for the purpose of purchasing Stock. The deductions shall be forwarded by the relevant Participating International Affiliate to the Company or its agent on behalf of the Participant. Such deductions must be at least the minimum and not to exceed the maximum amounts set forth on Schedule 2 attached hereto for each Participating International Affiliate, which minimum and maximum amounts shall be reviewed and adjusted annually by the Committee, as appropriate. Payroll deductions will be automatically terminated when the Participant’s applicable maximum amount is reached. A payroll deduction may be decreased or increased (subject to the above limitations) at any time by the Participant completing and returning the appropriate payroll deduction form to the relevant Participating International Affiliate. A payroll deduction may be terminated at any time by the Participant giving written notice to the relevant Participating International Affiliate. A Participant who terminates his or her payroll deduction may re-enroll in the International Plan at any time by completing and returning the appropriate payroll deduction form to the relevant Participating International Affiliate, provided such individual is then an Eligible Employee.

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(b) Lump Sum Contributions . Participants may also make additional lump sum contributions in amounts not to exceed the maximum amounts set forth on Schedule 2 per calendar quarter. Such lump sum contributions shall be made to the relevant Participating International Affiliate which shall forward the contribution to the Company or its agent on behalf of the Participant, and such contributions shall not be subject to the bonus provisions described in Section 6 below.

(c) Currency Conversion . The Company or its agent shall convert all funds received from Participants in an Alternate Currency into United States dollars in accordance with procedures established by the Committee.

SECTION 6

BONUS CONTRIBUTIONS

6.1 Employer Contributions . Each month, the Participating International Affiliate which employs the Participant will forward to the Company or its agent for such Participant’s Account a bonus equal to 25% of the amount contributed by each Participant in the form of payroll deductions pursuant to Section 5(a), subject to the limitations set forth therein. Notwithstanding the above, if a Participant sells shares of Stock acquired under this International Plan within the first year after their purchase, the relevant Participating International Affiliate may terminate the payment of any further bonus contributions for such Participant.

6.2 Taxation . The Participant is responsible for the payment of all income taxes, employment, social insurance, welfare and other taxes under applicable law relating to the bonus contributions made by the relevant Participating International Affiliate, the purchase and sale of Stock pursuant to this International Plan and the distribution of Stock or cash to the Participant in accordance with this International Plan. The Participating International Affiliate is authorized to make appropriate withholding deductions from each Participant’s compensation, which shall be in addition to any payroll deductions made pursuant to Section 5, and to pay such amounts to the appropriate tax authorities in the relevant country or countries in satisfaction of any of the above tax liabilities of the Participant under applicable law. All such payments of applicable withholding tax in any relevant jurisdiction shall be the obligation of the relevant Participating International Affiliate.

SECTION 7

PURCHASES, SALES AND WITHDRAWALS

7.1 Forwarding Funds . All funds deducted from a Participant’s compensation by the relevant Participating International Affiliate, the bonus contributions made by the relevant Participating International Affiliate and any lump sum contributions made by such Participant shall be forwarded to the Company or its agent, together with a list of Participants and the amounts allocable to their respective Accounts. No interest shall be paid on such funds by the Company or the Participating International Affiliates.

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7.2 Purchasing Stock . Upon receipt of funds from the Participating International Affiliates, the Company or it agent shall, as promptly as practicable, purchase on the New York Stock Exchange, as agent for the Participants, as many whole shares of Stock as the aggregate of such funds will permit, subject to applicable regulations. The relevant Participating International Affiliate shall pay commissions on the purchases of such Stock and such other related charges as may be agreed from time to time.

7.3 Recordkeeping . The Company or its agent shall maintain individual Accounts for each Participant. Shares of Stock shall be allocated by the Company or its agent at the average cost of Stock at the time of purchase to each Participant’s Account in proportion to the amount received by the Company or its agent for the account of each Participant. Allocations shall be made in full shares of Stock and in fractional interests in shares.

7.4 Holding Stock . At the time of purchase of Stock under the International Plan, each Participant for whom funds were received shall immediately acquire full ownership of all Stock and of any fractional interest in Stock purchased for his or her Account. The Company or its agent shall hold all shares purchased for and on behalf of the Participants until:

(a) the Participant requests that some or all of the Stock in his or her Account be issued to such Participant,

(b) the Participant requests the Company or its agent to sell some or all of the Stock in his or her Account, or

7.5 Distribution of Account . A Participant may request the Company or its agent to (a) deliver all or some of the Stock held in the Participant’s Account or (b) sell some or all of the Stock held in the Participant’s Account as of any Distribution Date. If a Participant requests the Company or its agent to deliver all or some of the Stock held in the Participant’s Account, such Stock shall, at the option of the Participant as stipulated to the Company or its agent in writing, be delivered (i) by means of electronic transfer to the brokerage or bank account designated by the Participant or (ii) in hard copies by means of registered mail to the mailing address designated by the Participant. Selling commissions, the costs of converting U.S. dollars into the relevant Alternate Currency after such sale and other service charges of the Company or its agent shall be borne by the Participant. The Company or its agent shall sell the Stock as soon as administratively feasible on or after the Distribution Date as determined by the Company or its agent. The Company or its agent shall deliver the proceeds of such sale to the Participant in the currency as specified by the Participant, pursuant to rules established by the Committee. Such proceeds, minus any costs charged to the Participant for commissions, currency conversion and other related charges, shall be paid to the Participant as soon as administratively feasible following the sale of Stock. Any gains or losses attributable to the conversion of United States dollars to the Alternate Currency in which the distribution is made will serve to increase or decrease, as the case may be, the amount of the distribution to which the Participant is entitled.

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SECTION 8

ACCOUNTS AND REPORTS

Each Participant shall receive quarterly, or at such other intervals as may be necessary or appropriate, a statement of activity from the Company or its agent which shall include the following information:

(a) the amount contributed for the period by the Participant and the relevant Participating International Affiliate pursuant to the International Plan;

(b) the number of shares purchased for the Participant’s Account during the period;

(d) such other information as the Committee shall specify from time to time.

SECTION 9

ENDING PARTICIPATION

9.1 Termination of Participation . A Participant may voluntarily terminate participation in the International Plan at any time by giving written notice to the Participating International Affiliate by which he or she is employed. In addition, the Company may terminate a Participant’s Account and dispose of the Stock therein pursuant to Section 9.2 if the Participant dies or terminates employment for any reason with the relevant Participating International Affiliate. A Participant whose participation in the International Plan terminates may reenter the International Plan at any time, provided he or she is then an Eligible Employee.

9.2 Disposition of Account Upon Termination of Participation . Upon termination of participation, a Participant shall direct the Company or its agent as to the disposition of the Stock in his or her Account. If a Participant elects cash, the Company or its agent shall sell the Stock allocated to the Participant’s Account at the then current market price, and the Company or its agent shall deliver the proceeds, less any brokerage commissions, currency conversion costs and other related charges, to the Participant. If the terminating Participant elects to receive Stock or makes no election, the Company or its agent shall deliver to the Participant the number of full shares of Stock in his or her Account plus cash for any fractional shares. In the event of the death of a Participant, all elections shall be made by, and all distributions made to, the designated beneficiary of the Participant or the legal representative of the Participant’s estate, as provided in Section 11.2 below.

SECTION 10

RIGHTS AS A STOCKHOLDER

10.1 Voting and Other Rights . As soon as administratively practicable after the Company announces a meeting of its shareholders, the Company or its agent shall deliver to each Participant by mail or otherwise, all notices of meetings, proxy statements and other shareholder materials. At the meeting, or any adjournment thereof, the Company will vote shares of Stock credited to such Accounts as of the record date for such vote in accordance with the instructions received by the Company from Participants. The Company will not vote any shares of Stock held in Accounts for which it has not received instructions from Participants in time to be processed.

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10.2 Dividends and Other Proceeds . Cash dividends received in respect of Stock held in Accounts shall be credited by the Company or its agent to such Accounts. All such cash shall be reinvested in Stock as promptly as practicable following receipt thereof. The relevant Participating International Affiliate shall pay all regular commissions in connection with the purchase of Stock constituting such reinvestment of cash dividends. Stock dividends or stock splits in respect of Stock held in the Accounts shall be credited to such Accounts without charge. The Company shall direct its agent to sell all other securities and rights to subscribe for shares received in respect of Stock, if any, held in the Accounts and the proceeds therefrom shall be treated in the same manner as cash dividends. All cash dividends payable on Stock held by the Company or its agent for the Accounts shall be paid net of applicable United States withholding taxes on such dividends which shall be withheld by the Company or its agent and paid to the appropriate United States tax authorities. The Company or its agent shall annually notify each Participant as part of its periodic reporting obligations of the amount of such withholding applicable to each Participant’s Account to enable such Participant to apply for any applicable tax credit in each such Participant’s country.

SECTION 11

TRANSFER OF RIGHTS

11.1 Non-alienation . Notwithstanding Section 7.4, no shares of Stock held in a Participant’s Account or any Participant’s interest in this International Plan shall be transferable by a Participant, subject to the Participant’s right to sell such Stock, receive such Stock or terminate his or her participation in this International Plan as elsewhere provided herein, and no assets in any Account or any other benefit under this International Plan may in any manner be mortgaged, alienated, sold, transferred, assigned, pledged, encumbered or charged, and any attempt to do so is void. No such assets in an Account or any such benefit shall be subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such assets or benefits.

11.2 Rights of Beneficiary . Unless otherwise required by local law or the Committee, a Participant may, by signing a form furnished by the Committee, designate any legal or natural person or persons who shall be entitled to exercise the Participant’s rights hereunder or to which the Participant’s benefits are to be paid if the Participant dies before receiving all benefits payable under this International Plan. A beneficiary designation will be effective only when the signed form is filed while the Participant is alive with the Participating International Affiliate which employs the Participant. Filing a new signed beneficiary designation form will cancel all beneficiary designation forms signed earlier. If a Participant has not designated a beneficiary, the Participant’s Account shall be disposed of and distributed by the Company or its agent to the legal representative of the Participant’s estate in accordance with applicable law.

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SECTION 12

MISCELLANEOUS

12.1 Term of International Plan . This International Plan shall be effective September 28, 2012, and shall remain in effect for a period of ten (10) years after such effective date, unless earlier terminated as provided in Section 12.2(b).

12.2 Amendment and Termination .

(a) Plan Amendment . The Company may, by written resolution of the Board or through action of the Compensation Committee of such Board, at any time and from time to time, amend the International Plan in whole or in part.

(b) Plan Termination . The Company may, at any time, by written resolution of the Board or through action of the Compensation Committee of such Board, terminate the International Plan. In addition, the Board or the Compensation Committee of the Board may at any time terminate this International Plan as to any individual Participating International Affiliate. All shares of Stock and cash, if any, in Accounts of affected Participants shall, pursuant to rules adopted by the Committee, be distributed as soon as administratively feasible after such termination.

12.3 Employment Relationship .

(a) Tenure of Employment . Nothing in this International Plan shall confer on any Participant any express or implied right to employment or continued employment by the Company or any Participating International Affiliate, whether for the duration of the International Plan or otherwise.

(b) Contract of Employment . This International Plan shall not form part of any contract of employment between the Company or any of the Participating International Affiliates nor shall this International Plan amend, abrogate or affect any existing employment contract between the Company or any of the Participating International Affiliates and their respective employees. Nothing in this International Plan shall confer on any person any legal or equitable right against the Company or any of its affiliates, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any of its affiliates.

(c) Severance . Neither the Stock purchased hereunder, any bonus contributions made hereunder nor other benefits conferred hereby shall form any part of the wages or salary of any Eligible Employees for purposes of severance pay or termination indemnities, irrespective of the reason for termination of employment. Under no circumstances shall any person ceasing to be an employee of the Company or any of its affiliates be entitled to any compensation for any loss of any right or benefit under this International Plan which such employee might otherwise have enjoyed but for ceasing to be an employee, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise.

12.4 Voluntary Participation . Participation in the International Plan is entirely voluntary, and by maintaining the International Plan the Company is not making a recommendation as to whether any Eligible Employee should invest in Stock. Investment in any stock involves risk, and each Eligible Employee must decide whether to accept the risk of investing in Stock.

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12.5 Communications . The Company or a Participating International Affiliate may, unless otherwise prescribed by applicable laws or regulations, provide the prospectus and any notices, forms or reports by using either paper or electronic means.

12.6 Acceptance of Terms . By participating in the International Plan, each Participant shall be deemed to have accepted all the conditions of the International Plan and the terms and conditions of any rules and regulations adopted by the Committee or the Company and shall be fully bound thereby.

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The undersigned, by authority of the Compensation Committee of the Board of Directors of Pentair plc, does hereby execute the foregoing document for and on behalf of Pentair plc effective as of the Re-domicile Date.

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Exhibit A

Special Rules—Germany

These special rules, adopted pursuant to Section 3.2 of the Pentair plc International Stock Purchase and Bonus Plan, modify the terms of such Plan as in effect in Germany as follows:

The following section is added to Section 11, Transfer of Rights, of the International Plan:

11.3 Provisions Applicable in Germany . Notwithstanding the foregoing, if prior to the transfer of the Stock in a Participant’s Account to such Participant’s designated beneficiary the Company or its agent receives a certified copy of a Certificate of Heirship (“Erbschein”), then the Company or its agent shall transfer the relevant shares of Stock to only the person or persons named in such Certificate, without regard to whether such person demands the sale of Stock and payment in cash and without any further obligation on the part of the Company or its agent to investigate such transferees’ rights. If the Company or its agent transfers the Stock to a designated beneficiary or a person named in the Erbschein, the Company or its agent shall be released from all obligations to the Participant and the Participant’s successors, assigns, and other persons who may have an interest in the Participant’s Account.

A-1

Schedule 1

Participating International Affiliates

SCHEDULE 1

PARTICIPATING INTERNATIONAL AFFILIATES


Participating International Affiliate		Effective Date
Schroff GmbH		August 31, 1998
Pentair Water France S.A.S.		October 1, 1999
Schroff S.A.S.		February 1, 1999
Schroff UK Ltd.		September 1, 1999
Schroff K.K.		April 1, 1999
Pentair Water Belgium B.V.B.A.*		January 1, 2002
Pentair Water Filtration UK Ltd.		September 1, 2003
Pentair Water Filtration France S.A.S		September 1, 2003
Schroff S.r.l.		September 1, 2003
Pentair Water Italy S.r.l.		September 1, 2003
Schroff Scandinavia AB		October 1, 2004
Hoffman Schroff PTE Ltd.		October 1, 2004
Pentair Water Australia PTY Ltd.		October 1, 2004
Pentair Water New Zealand Ltd.		October 1, 2004
Pentair Water Germany GmbH		October 1, 2004
Nocchi Pompe S.a.r.l.		October 1, 2004
Shurflo Ltd.		October 1, 2004
Hypro EU Ltd.		October 1, 2004
Pentair Water Belgium BVBA**		December 29, 2006
Pentair Manufacturing Belgium BVBA		April 1, 2007
Pentair Manufacturing France S.A.S.		May 1, 2007
Pentair Manufacturing Italy s.r.l.		October 1, 2007
Pentair International, S.A.R.L. (Switzerland)		February 26, 2007
Jung Pumpen GmbH		April 28, 2010
Jung Pumpen S.A.R.L.		April 28, 2010
Pentair Services France S.A.S.		January 1, 2010
Everpure Japan K.K.		April 28, 2010

*	With respect to the period ending December 29, 2006.

**	With respect to the period beginning December 29, 2006, on which date Pentair Water Belgium BVBA merged with and into Pentair Belgium BVBA, which simultaneously changed its corporate name to Pentair Water Belgium BVBA.

Schedule-1

Schedule 2

Minimum and Maximum Deductions


Participating International Affiliate	Monthly Minimum Deduction	Monthly Maximum Deduction	Quarterly Maximum Contributions
Schroff GmbH	€10	€750	€3,000
Pentair Water France SAS	€10	€750	€3,000
Schroff S.A.S.	€10	€750	€3,000
Schroff UK Ltd.	£6	£450	£1,800
Schroff K.K.	¥1,400	¥100,000	¥400,000
Pentair Water Belgium B.V.B.A	€10	€750	€3,000
Pentair Water Filtration UK Ltd.	£6	£450	£1,800
Pentair Water Filtration France S.A.S	€10	€750	€3,000
Schroff S.r.l.	€10	€750	€3,000
Pentair Water Italy S.r.1.	€10	€750	€3,000
Schroff Scandinavia AB	SEK 90	SEK 6,750	SEK 27,000
Hoffman Schroff PTE Ltd.	S$20	S$1,500	S$6,000
Pentair Water Australia PTY Ltd.	A$20	A$1,300	A$5,000
Pentair Water New Zealand Ltd.	NZ$20	NZ$1,300	NZ$5,000
Pentair Water Germany GmbH	€10	€750	€3,000
Nocchi Pompe S.a.r.l.	€10	€750	€3,000
Shurflo Ltd.	£6	£450	£1,800
Hypro EU Ltd.	£6	£450	£1,800
Pentair Manufacturing Belgium BVBA	€10	€750	€3,000
Pentair Manufacturing France S.A.S.	€10	€750	€3,000
Pentair Manufacturing Italy s.r.l.	€10	€750	€3,000
Pentair International, S.A.R.L. (Switzerland)	CHF16	CHF1,200	CHF4,800
Jung Pumpen GmbH	€10	€750	€3,000
Jung Pumpen S.A.R.L.	€10	€750	€3,000
Pentair Services France S.A.S.	€10	€750	€3,000
Everpure Japan K.K.	¥1,400	¥100,000	¥400,000

Schedule-2

Exhibit 10.6

PENTAIR PLC

COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

As Amended and Restated

Effective as of the Re-domicile Date (as defined below)

SECTION 1

BACKGROUND AND PURPOSE

1.1 Background . Effective as of January 17, 1986, Pentair, Inc. adopted a Compensation Plan for Non-Employee Directors. The Plan has been amended and restated several times since its adoption.

Notwithstanding anything to the contrary in the Plan, since September 28, 2012, upon the consummation of the merger contemplated by the Merger Agreement, dated as of March 27, 2012, by and among Pentair, Inc., Tyco International Ltd., Pentair Ltd. (formerly known as Tyco Flow Control International Ltd.), Panthro Acquisition Co. and Panthro Merger Sub, Inc., no further deferrals or matching contributions have been made under the Plan with respect to compensation earned after September 28, 2012. In connection with the merger, the sponsorship of the Plan was transferred to Pentair Ltd. (the parent company of Pentair, Inc.) effective September 28, 2012.

On the Re-domicile Date, Pentair Ltd. merged with and into Pentair plc, a newly formed Irish public limited company and direct subsidiary of Pentair Ltd. Pursuant to such merger, (a) each shareholder of Pentair Ltd. received one ordinary share of Pentair plc in exchange for each Pentair Ltd. common share held immediately prior to the merger and (b) the Plan was assumed by Pentair plc effective as of the Re-domicile Date.

1.2 Purpose . Pentair has created this Plan to permit its non-employee directors to defer all or a portion of their retainer and meeting fees, together with earnings on such deferred compensation.

SECTION 2

DEFINITIONS

Unless the context clearly requires otherwise, when capitalized the terms listed below shall have the following meanings when used in this Section or other parts of the Plan:

(a) “Account” is the account maintained under the Plan by the Administrator for each Director.

(b) “Administrator” is Pentair.

(d) “Change in Control” is any one of the following:

(i)

When a Person, or more than one Person acting as a group, acquires more than fifty percent (50%) of the total fair market value or total voting power of Pentair’s stock;

(ii)

When a Person, or more than one Person acting as a group, acquires within a twelve (12) month consecutive period, ending with the date of the most recent stock acquisition, stock of Pentair possessing at least thirty percent (30%) of the total voting power of Pentair’s stock;

(iii)

When a majority of the members of Pentair’s Board is replaced within a twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of such Board as constituted before such appointment or election; or

(iv)

When a Person, or more than one Person acting as a group, acquires within a twelve (12) month consecutive period assets from Pentair or an entity controlled by Pentair that have a total gross fair market value equal to seventy-five percent (75%) of the total fair market value of the assets of Pentair and all such entities.

Once a Person or group acquires stock meeting the thresholds set forth in paragraphs (i) and (ii) immediately preceding, additional acquisitions of such stock by that Person or group shall be ignored in determining whether another Change in Control has occurred. Asset transfers between or among controlled entities as determined before such transfers shall not be considered in applying paragraph (iv) immediately preceding.

(e) “Code” is the Internal Revenue Code of 1986, as amended.

(f) “Deferred Compensation” is an amount of Fees, meeting attendance fees and Equity Awards, the payment of which a Director has elected to receive at some future time pursuant to the terms of the Plan, together with any matching contributions made by Pentair with respect to fees deferred.

(g) “Director” is a member of the Board who is neither simultaneously also an employee of Pentair or a related company, nor an individual rendering other services to Pentair or a related company as an independent contractor. The term also includes a former Director unless the context requires otherwise.

(h) “Equity Awards” are awards granted to a Director under the Omnibus Incentive Plan prior to September 28, 2012, that were designated as eligible to be deferred under this Plan in the award letter or other document evidencing such award.

(i) “Fair Market Value” has the meaning ascribed in the Omnibus Incentive Plan.

(j) “Fees” are a Director’s annual Board and Committee retainer and Committee chair and lead director fees and other similar amounts, other than Equity Awards, that the Director was permitted to defer hereunder prior to September 28, 2012.

(k) “Investment Fund” is a deemed investment made available by the Administrator and selected (or deemed selected) by a Director for purposes of crediting investment earnings and losses to his or her Account. Unless the Administrator determines otherwise, all Investment Funds made available under the RSIP that are also made available under the Pentair, Inc. Non-Qualified Deferred Compensation Plan (or any successor plan thereto) shall automatically be considered Investment Funds hereunder.

(l) “Omnibus Incentive Plan” is the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as it may be amended from time to time.

(m) “Pentair” is Pentair plc, an Irish company. For periods prior to the Re-domicile Date, “Pentair” referred to Pentair Ltd. and for periods prior to September 28, 2012, “Pentair” referred to Pentair, Inc.

(n) “Person” is any individual, firm, partnership, corporation or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

(o) “Plan” is the Pentair plc Compensation Plan for Non-Employee Directors as described in this plan document, and as it may be amended from time to time thereafter.

(p) “Plan Agent” is the entity duly appointed by Pentair to maintain Plan Accounts.

(q) “Re-domicile Date” is the effective date of the consummation of the merger of Pentair Ltd. with and into Pentair plc.

(r) “RSIP” is the Pentair, Inc. Retirement Savings and Stock Incentive Plan, as amended, or any successor plan thereto.

(s) “Separation from Service” has the meaning ascribed in Code section 409A.

(t) “Share Unit” is a unit equal in value to one share of Stock.

(u) “Share Unit Fund” is the Investment Fund described in Section 3.6, which is deemed invested in Stock.

(v) “Stock” or “Share” is a registered ordinary, or prior to the Re-domicile Date, common, share of Pentair, subject to any capital changes.

(w) “Unforeseeable Emergency” is a severe financial hardship to the Director resulting from: an illness or accident to the Director or his or her spouse or tax-dependent; the loss of the Director’s home due to an uncompensated (by insurance or otherwise) casualty; and other similar extraordinary and unforeseeable circumstances beyond the control of the Director.

(x) “Valuation Date” is, with respect to Investment Funds which correspond to funds available under the RSIP, a date as of which such corresponding funds are valued under the RSIP; with respect to other Investment Funds, it is the last day of each Year and such other dates as are prescribed by the Administrator.

(y) “Year” is the twelve (12) consecutive month period beginning January 1 and ending December 31.

SECTION 3

DEFERRAL OF FEES AND EQUITY AWARDS

3.1 Eligibility . Prior to September 28, 2012, each Director was permitted to make a deferral election with respect to some or all of the Fees or Equity Awards that related to service as a Director prior to September 28, 2012. Such deferral elections were governed by the terms of the Plan in effect on the date the deferral election was made. No further deferrals are permitted under the Plan on or after the September 28, 2012.

3.2 Matching Contribution . Prior to the September 28, 2012, Pentair made a matching contribution each month equal to fifteen percent (15%) of the amount of the fees the Director elected to defer under the terms of the Plan then in effect.

3.3 Accounting for Deferred Compensation . (a) The Administrator shall cause the Plan Agent to establish an Account for each Director who elected to participate in the Plan, which may include one or more sub-accounts to reflect amounts deferred for each Year.

(b) Prior to August 1, 2014, all Deferred Compensation was allocated to Accounts as Share Units. Effective August 1, 2014, a Director’s Account shall be split into three sub-accounts for investment tracking purposes: (i) a sub-account reflecting the Share Units arising from deferred cash Fees (“Cash Account”), (ii) a sub-account reflecting the Share Units arising from deferred Equity Awards or Equity Compensation (“Equity Award Account”), and (iii) a sub-account reflecting the Share Units arising from dividends credited before August 1, 2014 (“Dividend Account”).

(c) The portion of an Account attributable to a deferred Equity Award shall vest at the same time as the related Equity Award vests. All other Deferred Compensation shall be immediately vested. Only vested Deferred Compensation shall be payable hereunder.

3.4 Reallocation of Accounts.

(a) Effective August 1, 2014, a Director may elect to reallocate the balance credited to his or her Cash Account and Dividend Account among the available Investment Funds in accordance with rules prescribed by the Administrator. An election under this Section 3.4 shall remain in effect unless changed by the Director; provided, however, that neither Pentair nor the Plan Agent shall be obligated to purchase any investment designated by a Director. The reallocation of a Director’s Cash Account or Divided Account shall be appropriately credited as of the Valuation Date coincident with or next following the effective date of the reallocation, in accordance with rules established by the Administrator or Plan Agent. Once a Director allocates amounts in the Director’s Cash Account or Dividend Account out of the Share Unit Fund into another Investment Fund, he or she may not re-allocate such amounts back into the Share Unit Fund.

(b) Investment Funds are “deemed” investments and used solely for purposes of determining the earnings and losses to be credited to a Director’s Cash Account or Dividend Account. The availability of Investment Funds for purposes of crediting earnings to a Director’s Cash Account or Dividend Account is not a recommendation to designate a deemed investment in any one Investment Fund. The selection of deemed investments is solely the responsibility of

each Director. No officer, employee or other agent of Pentair or the Plan Agent is authorized to advise or make any recommendation concerning the selection of Investment Funds and no such person is responsible for determining the suitability or advisability of any such selection.

3.5 Allocation of Equity Awards; Share Unit Fund .

(a) Purchase of Stock . Prior to September 28, 2012, the Plan Agent purchased Stock on the open market over the course of one month with the Deferred Compensation funds received from Pentair. All Stock so purchased was allocated to Accounts as Share Units based on the average purchase price obtained over said monthly purchase period and held in a street name or a nominee name. Cash dividends paid with respect to Stock purchased for purposes of the Plan shall be used to purchase additional Stock and allocated to the relevant Accounts as additional Share Units. Notwithstanding the foregoing, prior to August 1, 2014, Stock purchased with cash dividends was allocated to the Dividend Account.

(b) Allocation of Equity Awards into Share Unit Fund; No Investment Direction . If a deferred Equity Award related to Shares or was valued in relation to the Fair Market Value of a Share, the Director’s Account was credited with a number of Share Units equal to the number of Shares or Share-related Equity Awards so deferred. If a deferred Equity Award was valued in relation to cash (such as dividend equivalents), then such deferred cash amount was used to purchase Stock as provided in subsection (a) and the related number of Share Units was credited to the Director’s Account. A Director’s Equity Award Account shall remain invested in the Share Unit Fund; a Director may not re-allocate the balance of his or her Equity Award Account into any other Investment Fund.

(c) Allocation of Dividends as Additional Share Units . If any dividends or distributions (other than in the form of Shares) are paid on Shares while a Director has Share Units credited to his Account, then such Director shall be credited with additional Shares Units equal to the amount of the cash dividend paid or Fair Market Value of other property distributed on one Share, multiplied by the number of Share Units credited to the Director’s Account on the date the dividend is declared. Any other provision of this Plan to the contrary notwithstanding, if a dividend is paid on Shares in the form of a right or rights to purchase shares of capital stock of Pentair or any entity acquiring Pentair, then no additional Share Units shall be credited to the Director’s Account with respect to such dividend, but each Share Unit credited to a Director’s Account at the time such dividend is paid, and each Share Unit thereafter credited to the Director’s Account at a time when such rights are attached to Shares, shall thereafter be valued as of any point in time on the basis of the aggregate of the then Fair Market Value of one Share plus the then Fair Market Value of such right or rights then attached to one Share.

(d) No Rights to Shares . No Director shall have voting or other ownership rights with respect to any Stock acquired for purposes of the Plan. Stock purchased under the Plan by the Plan Agent shall be held by Pentair as an investment to assist Pentair in meeting its obligation to pay Deferred Compensation to Directors.

3.6 Time of Distribution of Deferred Compensation . (a) General . Except as otherwise provided for in the Plan, or as designated by the Director at the time a deferral election was made, the Director shall receive his or her entire vested Account balance allocable to a Year within ninety (90) days of the first to occur of the Director’s (i) Separation from Service for any reason other than death, (ii) death, or (iii) a Change in Control.

(b) Specific Dates of Distribution . A Director was able to elect to receive distribution of his or her entire vested Account balance allocable to a Year as of one specific future date or one objectively determinable future event date (e.g., a Director’s sixty-fifth (65th) birthday). Such an election, once finally effective, cannot be changed by the Director, except as permitted by Section 3.8. In the event of a Change in Control, a Director who has elected a specific future date or an objectively determinable future event date shall remain entitled to payment on such date, regardless of whether a Change in Control shall first occur. In the event of the death of a Director prior to the date elected hereunder for a distribution, the entire vested Account balance shall be paid within ninety (90) days of the date of such Director’s death.

(c) Distribution in Event of Death . In the event of a Director’s death, the vested balance of such Director’s Account will be distributed to the beneficiary designated by the Director, or (if there shall be no such beneficiary designated) to the person who would have a right to receive such distribution by will or (if there shall be no will) by the laws of descent and distribution of the state in which the Director was domiciled at death. Such distribution shall be made in a single payment, in cash and/or in Shares in accordance with Section 3.7.

A beneficiary designation made by a Director shall remain in effect until such time as the Director files a new beneficiary designation with the Administrator. Prior to distribution, the Administrator will verify the identity of the Director’s named beneficiary and such beneficiary will establish the right to receive distribution of any unpaid vested Deferred Compensation.

3.7 Form of Distribution of Deferred Compensation . A Director’s vested Account shall be distributed in a single payment, except as provided by Section 3.8. All payments made under a Director’s Account, other than from the Share Unit Fund, shall be made in cash. Payment from the Share Unit Fund shall be distributed in the form of Shares, with each whole Share Unit being paid in the form of one Share. The Stock so distributed shall be either (a) deposited into the Director’s dividend reinvestment account, if any, in which case any fractional shares shall also be allocated to such account, or (bi) delivered directly to said Director (or beneficiary in the case of the Director’s death), in which case the Plan Agent shall deliver a number of whole shares of Stock equal to the whole number of Share Units allocated to such Director’s Account, and any fractional Share Units allocated to such Account shall be converted to cash using the then Fair Market Value, and the cash shall be delivered to the Director (or beneficiary in the case of the Director’s death). Shares issued in payment of any deferred Equity Award shall be issued under the Omnibus Incentive Plan.

3.8 Later Payment Deferral Elections.

(a) General . A Director whose Account balance for a particular Year is payable at Separation from Service or on a specific payment date pursuant to Section 3.7(b) may, in accordance with the provisions of this Section 3.8, elect to change the date or form, or both, of payment of the vested Account balance allocable to that Year. No more than two (2) such elections shall be allowed as to a particular Year’s Account balance.

(b) Election Rules . The election change must (i) be made at least one (1) year before the Director’s Separation from Service or before the then scheduled payment date, whichever is applicable, (ii) extend the payment date by five (5) or more years, and (iii) specify whether payment shall be made in a single sum, or in annual installments over five (5) or ten (10) years. If annual installments over five (5) or ten (10) years is selected, then each such installment shall be determined by dividing the vested Account balance, as determined before the payment date, to which the installment payment election applies by the number of years left in the installment period and the final installment shall include the remaining vested Account balance. The first annual installment shall be paid on (or as soon as practicable after) the date selected by the Director, and the second year and later installments shall be paid on the anniversary date of the first installment (or as soon as practicable thereafter).

SECTION 4

4.1 Restricted Withdrawals.

(a) General . A Director who is not otherwise then entitled to an immediate lump sum distribution may, upon a showing of an Unforeseeable Emergency which cannot be satisfied by other available liquid assets, request a withdrawal from the Director’s vested Account balance, but excluding amounts allocated to the Share Unit Fund. An emergency withdrawal cannot be requested more frequently than once each Year.

(b) Determination . The Administrator or its delegate shall determine whether the relevant facts and circumstances represent an Unforeseeable Emergency and the amount necessary to satisfy such need. The Administrator may require such proof as it deems appropriate to evidence the existence of, and the amount necessary to satisfy, the emergency or extraordinary circumstances, including a certification that the need cannot be relieved (i) through reimbursement from insurance or (ii) by reasonable liquidation of other assets (but such available assets shall be determined without regard to the Director’s Account balance under the Plan).

(c) Time for Payment . Distributions pursuant to this Section 4 shall be made in cash within ninety (90) days after the withdrawal is approved by the Administrator. If a Director should die after requesting an emergency withdrawal, but prior to the distribution thereof, the withdrawal election shall be deemed revoked.

(d) Administrator Discretion . Approval of an emergency withdrawal shall be in the sole discretion of the Administrator, and no such approval shall be given if the Administrator determines that allowing such withdrawal may have an adverse tax consequence to Pentair, the Plan or other Directors.

SECTION 5

PLAN ADMINISTRATION

5.1 Accounting . The Administrator shall assure that the following records are kept under the Plan for each Year for each Director:

(a) whether the Director made an election to defer Fees or Equity Awards for the Year;

(b) the amount or percentage of Fees or Equity Awards deferred;

(d) the Year to which the deferred Fees or Equity Awards relate; and

(e) the deemed investment elections made by the Director, if any.

5.2 Costs . Pentair shall pay all commissions, service charges or other costs incurred with respect to the purchase of Stock for purposes of the Plan. When any such Stock is sold with respect to a particular Account, the cost of any commissions, service charges or other costs incurred on account of such sale shall be debited from such Account.

SECTION 6

MISCELLANEOUS

6.1 Term of Plan . This restated Plan shall be effective on the Re-domicile Date, except as otherwise provided herein. The Plan shall remain in effect until all amounts deferred hereunder have been paid in full, unless earlier terminated by the Board. If, in connection with the Plan termination, the Board desires to distribute all vested Account balances, such distribution shall be made in accordance with the Plan termination provisions of Code section 409A, to the extent applicable to such vested Account balances.

6.2 Board Tenure . The fact that a Director has elected to participate in the Plan shall not affect or qualify the right of the Board or of Pentair shareholders to remove such individual from the Board, consistent with the provisions of the Pentair Articles of Association or Organizational Regulations, or applicable provisions of Irish law.

6.3 Code Section 409A . The Plan shall be administered in a manner consistent with Code section 409A and Treasury Regulations thereunder. Any permissible discretion to accelerate or defer a Plan distribution under such regulations, the power to exercise which is not otherwise described expressly in the Plan, shall be exercised solely by the Administrator. The distribution provisions of Section 3 are subject to exceptions or overrides in the discretion of the Administrator or its delegate, but not in the discretion of the Director concerned, as otherwise provided in the Plan or as allowed under Code section 409A and the Treasury Regulations thereunder.

6.4 Delegation . To the extent permitted under Irish law, the Administrator or the Board may delegate to officers of Pentair or its subsidiaries any or all of their duties, power and authority under the Plan, subject to such conditions or limitations as the Administrator or the Board, as applicable, may establish. Notwithstanding the prior sentence, the Board may not delegate the power to amend or terminate the Plan.

6.5 Funding . The Plan is a non-qualified, unfunded and unsecured deferred compensation arrangement. Pentair may, but is not it required to, establish a trust to fund benefits provided to Directors hereunder, or to earmark or segregate assets to provide for such benefits. In the event of default of payment hereunder by Pentair, the Directors shall have no greater entitlements or security than does an unsecured general creditor of Pentair.

6.6 Nonalienability . Except as otherwise expressly provided herein or as otherwise required by law, no right or interest of any Director or the beneficiary named by a Director under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, attachment, garnishment, execution, levy, bankruptcy or any other disposition of any kind, either voluntarily or involuntarily, prior to actual receipt of payment by the person entitled to such right or interest under the provisions hereof, and any such disposition or attempted disposition shall be void.

6.7 Facility of Payment . If the Administrator shall determine that a Director or a Director’s named beneficiary entitled to a distribution hereunder is incapable of caring for his or her own affairs because of illness or otherwise, it may direct that any distribution from

such Director’s Account be made, in such amounts as it shall determine, to the spouse, child, parent or other blood relative of such Director or beneficiary, or any of them, or to such other person or persons as the Administrator may determine, until such date as the Administrator shall determine such incapacity no longer exists; provided, however, the exercise of this discretion shall not cause an acceleration or delay in the time of distribution of Plan benefits except to the extent, and only for the duration of, the time reasonably necessary to resolve such matters or otherwise protect the interests of the Plan. The Administrator shall be under no obligation to see to the proper application of the distributions so made to such person or persons and any such distribution shall be a complete discharge of any liability under the Plan to such Director or beneficiary, to the extent of such distribution.

6.8 Default . In the event Pentair shall fail to pay when due any Deferred Compensation, and such failure to pay continues for a period of thirty (30) days from receipt of written notice of nonpayment from the affected Director, Pentair shall be in default hereunder and shall reimburse the Director for expenses incurred in the collection of such amount, including reasonable attorneys’ fees. Pursuant to applicable provisions of Code section 409A, any such reimbursement must be paid to the affected Director not later than the end of the year following the year in which such expenses are incurred. Failure to timely submit a claim for reimbursement of any such expenses shall result in the forfeiture of the claim.

6.9 Amendment or Termination . The Plan may be amended or terminated at any time by the Board; provided that the rights of Directors accrued under the Plan through the date of such amendment or termination shall not be affected by such action without the express written consent of those individuals. Nothing herein shall be construed to prevent any modification, alteration or amendment of the Plan which is required to comply with the provision of any applicable law or regulations relating to the establishment or maintenance of this Plan.

6.10 Federal Securities and Other Laws . Notwithstanding anything in the Plan to the contrary, and to the extent and for the time reasonably necessary to comply with federal securities laws (or other applicable laws or regulations), distribution dates under the Plan may be suspended, changed or delayed as necessary to comply with such laws or regulations; provided, however, any distributions so delayed shall be paid to the Director, or a beneficiary named by a Director, as of the earliest date the Administrator determines such distribution will not cause a violation of any laws or regulations.

6.11 Applicable Law . To the extent not preempted by applicable federal law, the Plan shall be interpreted and construed in accordance with the substantive laws of the State of Minnesota, but without regard to any choice or conflict of law provisions thereof. Notwithstanding the foregoing, the validity of the issuance of Stock hereunder shall be governed by the laws of Ireland.

6.12 Construction . The Administrator shall have full power and authority to interpret and construe any provision of the Plan, to adopt rules and regulations not inconsistent with the Plan for purposes of administering the Plan with respect to matters not specifically covered in the Plan document and to amend and revoke any rules and regulations so adopted. Except as otherwise provided in the Plan, any interpretation of the Plan and any decision on any matter within the discretion of the Administrator which is made in good faith by the Administrator shall be final and binding.

6.13 Indemnification . To the extent permitted by law, members of the Board shall be indemnified and held harmless by Pentair with respect to any loss, cost, liability or expense that may reasonably be incurred in connection with any claim, action, suit or proceeding which may arise by reason of any act or omission under the Plan which is taken within the scope of the Plan. Such indemnification shall cover any and all reasonable attorneys’ fees and expenses, judgments, fines and amounts paid on settlement, but only to the extent such amounts are (i) actually and reasonably incurred, (ii) not otherwise paid or reimbursable under an applicable Pentair paid insurance policy, and (iii) not duplicative of other payments made or reimbursements due under other indemnity agreements. In no event shall this Section 6.13 be construed to require Pentair to indemnify third parties with whom it may contract to perform administrative duties with respect to the Plan.

6.14 Tax Withholdings and Consequences . (a) Tax Withholdings . Benefits earned under the Plan and payment of such benefits shall be subject to tax reporting and withholding as required by law. The amount of such withholding may be determined by treating such benefits as being paid in the nature of supplemental wages.

(b) Tax Consequences . Pentair does not represent or guarantee that any particular federal, foreign, state or local income, payroll or other tax consequence will result from participation in this Plan or payment of benefits under the Plan.

6.15 Savings Clause . If any term, covenant or condition of this Plan, or the application thereof to any person or circumstance, shall to any extent be held to be invalid or unenforceable, the remainder of this Plan, or the application of any such term, covenant or condition to persons or circumstances other than those as to which it has been held to be invalid or unenforceable, shall not be affected thereby, and, except to the extent of any such invalidity or unenforceability, this Plan and each term, covenant and condition hereof shall be valid and shall be enforced to the fullest extent permitted by law.

6.16 Interpretation . Section and subsection headings are for convenience of reference and not part of this Plan, and shall not influence its interpretation. Whenever any words are used in the Plan in the singular, masculine, feminine or neuter form, they shall be construed as though they were also used in the plural, feminine, masculine or non-neuter form, respectively, in all cases where such interpretation is reasonable.

6.17 Communications . Pentair or the Plan Agent may, unless otherwise prescribed by any applicable state or federal law or regulation, provide the Plan’s prospectus, and any notices, forms or reports by using either paper or electronic means.

SECTION 7

TRANSITIONAL RULES

7.1 Grandfathered Deferred Compensation . All Fees and Equity Awards earned and vested prior to January 1, 2005 and subject to an election to defer payment made by a Director under applicable provisions of the Plan as in effect prior to January 1, 2005, as adjusted for gains and losses thereon, are grandfathered amounts and are not subject to the provisions of Code section 409A. The terms of this Plan document apply to such grandfathered amounts except that (a) the provisions of Appendix A govern, and supersede any conflicting provisions in the Plan document with respect to, the time and form of payment of such amounts and (b) the re-deferral provisions of Section 3.8 do not apply to such grandfathered amounts. In addition, any reference in this Plan document to Code section 409A shall not apply to Fees and Equity Awards earned and deferred prior to January 1, 2005.

7.2 Separate Accounting . For purposes of tracking Deferred Compensation which is treated as grandfathered for purposes of Code section 409A, the Administrator and the Plan Agent shall assure that records as defined in Section 5.2 are kept in a manner as will clearly differentiate between Fees and Equity Awards earned and deferred prior to January 1, 2005, and Fees and Equity Awards earned and deferred on or after January 1, 2005.

APPENDIX A

Time and Form of Payment for

Grandfathered Amounts

As provided in Section 7.1 of the Plan document, the terms of this Appendix A govern, and supersede any conflicting provisions in the Plan document with respect to, the time and form of payment of Fees and Equity Awards earned and deferred prior to January 1, 2005, as adjusted for gains and losses thereon.

SECTION A-1

DEFINITIONS

Unless the context clearly requires otherwise, the terms listed below shall have the following meanings when capitalized ad used in this Appendix.

(a) “Change of Control” means a change of control of Pentair as defined in the Key Executive Employment and Severance Agreement between Pentair and key executives, as approved by the Board of Directors of Pentair, Inc. effective August 12, 2000.

(b) “Equity Compensation” means the portion, if any, of a Director’s total compensation paid by Pentair which is accrued as additional Share Units and deferred for payment to the Director until such time as he or she is no longer a member of the Board.

SECTION A-2

TIME AND FORM OF DISTRIBUTION OF DEFERRED COMPENSATION

A-2.1. Time of Distribution of Deferred Compensation . When a Director made an election to receive Deferred Compensation prior to January 1, 2005, the Director also designated the time at which such Deferred Compensation will be paid, which election shall be irrevocable.

The Director was permitted to elect the time he or she wished to receive payment of Deferred Compensation by selecting one or more of the following options:

(i) On a specific date;

(ii) Upon attainment of a specific age; or

(iii) Upon the occurrence of a stated event, such as death, retirement from principal business activity, termination of services as a Director, disability or any other event or occurrence stipulated by the Director and approved by the Administrator.

In the event a Director failed to elect a time for payment of Deferred Compensation, the Deferred Compensation authorized for such Year shall be paid to the Director six (6) months after the date the individual ceases to be a Director, regardless of the reason Board service ends.

A-2.2 Form of Distribution of Deferred Compensation . A Director’s Deferred Compensation Account shall be distributed in a single payment. Payment shall be made in cash and/or Shares as provided in Section 3.7.

SECTION A-3

TIME AND FORM OF DISTRIBUTION OF EQUITY COMPENSATION

A-3.1 Time of Distribution of Equity Compensation . Prior to the date a Director became eligible to receive an award of Equity Compensation, the Director made a one time, irrevocable election regarding the time and form of payment of all Equity Compensation which was awarded to the Director over his or her tenure on the Board prior to January 1, 2005. The Director was permitted to elect to receive payment of Equity Compensation beginning on the later of the date he or she is no longer a Director or

(i) a date specified by the Director,

(ii) an age specified by the Director,

(iii) upon the occurrence of an event specified by the Director and approved by the Administrator.

No Director was permitted to elect a distribution date which will result in the Director receiving a distribution of Equity Compensation prior to the date he or she ceases to be a member of the Board. In the event a Director failed to elect a time of distribution, then his or her Equity Compensation will be paid to the Director six (6) months after the date such individual ceases to be a Director.

A-3.2 Form of Payment of Equity Compensation . At the same time as a Director made an election as to the time of payment of Equity Compensation, he or she also elected the form in which such payments will be made. This election was a one-time, irrevocable election which shall apply to all Equity Compensation allocated to such Director’s Account prior to January 1, 2005.

All Equity Compensation shall be paid as Stock in one of the following forms:

(i) a single payment;

(ii) annual installments paid over five (5) years; or

(iii) annual installments paid over ten (10) years.

Such Stock shall be paid as provided in Section 3.7. In the event a Director shall fail to elect a form of distribution, then his or her Equity Compensation shall be distributed in a single payment.

SECTION A-4

DISTRIBUTION IN EVENT OF DEATH

In the event of a Director’s death prior to the distribution of the entire balance in such Director’s Account, distribution of the then unpaid Deferred and Equity Compensation allocated to such Director’s Account will be made in accordance with Section 3.6(c).

SECTION A-5

CHANGE IN CONTROL

A-5.1 Effect on Directors or Former Directors . Upon a Change in Control (as defined in this Appendix A), and notwithstanding the benefit elections previously made by the Director and other Plan provisions to the contrary, a Director shall receive all of his or her remaining Plan benefits governed by this Appendix A in a cash lump sum on the lump sum date unless such Director timely elects otherwise in accordance with Section A-5.2. The lump sum date shall be the first business day of the third calendar month following the calendar month in which such Change in Control occurs, provided, however, for a Director in office as of the date of the Change in Control, the lump sum date shall be the first business day of the third calendar month following the calendar month in which the Director leaves office.

A-5.2 Election to Forego Lump Sum . A Director otherwise entitled to receive a lump sum pursuant to Section A-5.1 may elect to forego payment of the lump sum if he or she so elects in writing and files such writing with the Administrator no later than thirty (30) days before the lump sum date. If a Director timely elects to forego the lump sum payment, such Director’s Plan benefits shall be paid in accordance with the Director’s otherwise effective benefit elections and Plan provisions apart from this Section A-5 other than Section A-5.5.

A-5.3 No Delay in Payment . Application of this Section A-5 shall not delay the date for payment of benefits as otherwise elected by a Director or as otherwise provided under the Plan apart from this Section A-5.

A-5.4 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 Administrator shall cause a notice to be sent to all Directors to whom the provisions of this Section A-5 may apply. Such notice shall be sent in a manner reasonably calculated to be actually and timely received by such Directors, and shall reasonably inform such Directors of the provisions of this Section A-5 and such Director’s rights and entitlements hereunder. In the event such notice is not timey sent as to a Director, then at such Director’ 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.

A-5.5 Treatment of Share Units . Upon a Change in Control, all Share Units then allocated to the account of a Director shall be converted into a deferred compensation account maintained on behalf of and payable to each such Director. The deferred compensation account shall be initially credited with a dollar amount equal to the value of the Share Units immediately before the Change in Control. Beginning with the day immediately following the Change in Control, and until the deferred compensation account as adjusted for interest thereon is fully paid to the Director, the unpaid balance of the deferred compensation account shall be credited with interest. The rate of interest so credited shall be the greater of (i) seven percent (7%), compounded annually, and (ii) the large corporate under-payment interest rate in effect from time to time pursuant to and determined in the manner prescribed under sections 6621(c)(1) and 6622(a), respectively, of the Internal Revenue Code of 1986 and any successor provisions thereto. For purposes of applying clause (ii) immediately preceding, the date of the Change in Control shall be deemed the applicable date within the meaning of such section 6621(c).

SECTION A-6

SPECIAL RULES

This Section A-6 applies to Mr. Charles A. Haggerty, and is effective as of May 18, 2014. Notwithstanding anything herein to the contrary, Mr. Haggerty’s Account under the Plan with respect to all deferrals made prior to January 1, 2005 and earnings thereon shall be subject to Code section 409A, as amended, commencing on the effective date of this Section A-6. As a result thereof, the following provisions shall apply to Mr. Haggerty’s Account:

(i)

all payments due to be paid Mr. Haggerty upon his retirement or termination from the Board of Directors or similar event shall instead be paid to him as soon as practicable (but in no event more than ninety (90) days) following his “separation from service” within the meaning of Code section 409A;

(ii)

all payments due upon Mr. Haggerty’s death under Section A-4 shall be paid in a lump sum within ninety (90) days following the date of his death, to Mr. Haggerty’s beneficiary(ies);

(iii)

the election to forego a lump sum payment upon a Change in Control shall not apply, and a Change in Control shall be deemed to occur only if such event qualifies as a change in control within the meaning of Code section 409A; and

(iv)

The re-deferral provisions of Section 3.8 shall apply to his entire Account balance under the Plan.

Exhibit 10.7

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: 10 ^th anniversary of the Date of Grant

Vesting Schedule: The options vest over the following schedule:

of the options on the

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.

•

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 Frequently Asked Questions (FAQs) for Stock Options 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, you agree that, 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.

•

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.

Exhibit 10.8

Executive Officer RSU Award

PENTAIR PLC 2012 STOCK AND INCENTIVE PLAN

GRANT AGREEMENT

RESTRICTED STOCK UNITS

[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 Restricted Stock Units Granted:

Vesting Schedule: The units vest over the following schedule:

___ of the units on the ___

This grant also includes Dividend Equivalent Units, which are described below.

Specific terms of this grant not specified above, such as the Date of Grant and any performance thresholds for vesting, are set forth in the cover letter that accompanies this grant agreement.

Terms and Conditions of this Grant

•

The Restricted Stock Units become “vested” on the vesting dates noted above, provided any required performance goals have been satisfied. The Shares underlying the Restricted Stock Units will be issued upon vesting. In the event the vesting date falls on a weekend day or holiday, the Restricted Stock Units will vest and Shares will be issued on the next trading day.

•

You may defer these Restricted Stock Units under the employer’s non-qualified deferred compensation plan. If you make a deferral election, then the Restricted Stock Units subject to that election will not be paid upon vesting, but will instead be paid pursuant to the terms of the non-qualified deferred compensation plan.

•

Each Restricted Stock Unit includes one Dividend Equivalent Unit. A Dividend Equivalent Unit entitles you to a cash payment equal to the cash dividends declared on a Share of stock during the vesting period. Payment of the Dividend Equivalent Units will be made to you in cash as soon as practicable after the dividend payment date. Dividend Equivalent Units are not eligible for dividend reinvestment.

•

If your employment with the Company terminates (voluntarily or involuntarily) before your Restricted Stock Units are 100% vested, then all nonvested Restricted Stock Units will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death, Disability, Retirement or a Covered Termination, in accordance with the terms of the Plan.

•

If the Restricted Stock Units vest upon termination of employment, then the Shares underlying the Restricted Stock Units that vest will be issued promptly after your termination. If, however, you are a “specified employee” within the meaning of Code Section 409A at the time of your termination and if the Restricted Stock Units vest due to your Retirement, termination as a result of Disability or Covered Termination, then the issuance of the Shares for those vested Restricted Stock Units will be delayed for six months following your termination to the extent needed to comply with Code Section 409A.

•

The Restricted Stock Units will also vest upon a Change of Control provided you are still employed with the Company immediately prior to the Change of Control. The term “Change of Control” as applied to your Restricted Stock Units is modified to comply with Code Section 409A.

•

You cannot vote Restricted Stock Units.

•

You may not sell, assign, transfer, pledge as collateral or otherwise dispose of your Restricted Stock Units at any time during the vesting period.

Taxation of Award

•

The Fair Market Value of the Shares that are issued upon vesting of the Restricted Stock Units and the cash paid in respect of Dividend Equivalent Units generally will be considered taxable compensation, and may be subject to withholding taxes.

•

If you are Retirement eligible while this award is in effect, or if you are eligible to retain this award on a termination that is not an involuntary termination within the meaning of Code Section 409A, then the value of your Restricted Stock Units that would be vested if you actually retired or terminated will be subject to Federal Insurance Contributions Act (“FICA”) taxes even if the award is not yet paid. Normally, such FICA taxes will be withheld at the end of the calendar year. A similar rule applies upon termination due to Disability if the issuance of the Shares is subject to the 6-month delay under Code Section 409A.

•

If we or any of our affiliates is 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 Restricted Stock Units or disposition of any Shares acquired under an Award, we may deduct cash (or require an affiliate to deduct cash) from any payments of any kind otherwise due to you, or, with the consent of the Committee, Shares otherwise deliverable or vesting, to satisfy such tax obligations. Alternatively, we may require you to pay to us or an affiliate, in cash, promptly on demand, or make other arrangements (including our redemption, repurchase or other reacquisition of Shares otherwise delivered or deliverable to you) satisfactory to us regarding the payment to us or an affiliate of the aggregate amount of any such taxes and other amounts.

•

Please refer to the Frequently Asked Questions (FAQs) for Restricted Stock Units for information about the methods of payment of your tax withholding obligations.

General

•

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.

•

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 Restricted Stock 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.

•

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

Exhibit 10.9

Executive Officer Performance Unit Award

PENTAIR PLC 2012 STOCK AND INCENTIVE PLAN

GRANT AGREEMENT

PERFORMANCE UNITS

[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 Performance Units Granted:

Value of each Performance Unit: U.S. $1.00

Performance Period and Performance Goals: The specific Performance Goals and Performance Period for this award will be described in a supplemental communication made to you, which will be considered part of this award.

Other specific terms of this grant not specified above, such as the Date of Grant, are set forth in the cover letter that accompanies this grant agreement.

Terms and Conditions of this Grant

•

Performance Units entitle you to a cash payment following the end of the performance period to the extent the specified Performance Goal(s) for your award are met. Payment will be made promptly following the Compensation Committee’s certification of the extent to which the performance goals are met, which will not be later than two and one-half months after the end of the fiscal year in which such performance period ends.

•

You may defer your Performance Units under the employer’s non-qualified deferred compensation plan. If you make a deferral election, then the Performance 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.

•

If your employment with the Company terminates (voluntarily or involuntarily) before the end of the performance period, all Performance Units will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death, Disability or Retirement, in accordance with the terms of the Plan.

•

The cash paid for the earned Performance Units is considered taxable wages. To the extent required by law, the Company will withhold all applicable withholding taxes from the payment.

General

•

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

•

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 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.

•

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

Exhibit 10.10

Director Version

PENTAIR PLC 2012 STOCK AND INCENTIVE PLAN

GRANT AGREEMENT–

STOCK OPTIONS

[Name of Grantee]:

The Board of Directors of Pentair plc 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: 10 ^th anniversary of the Date of Grant

Vesting Schedule: The options vest over the following schedule:

____ of the options on the ____

Type of Option: Nonqualified stock options

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

•

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.

•

General

•

The grant of this Plan award to you does not guarantee that 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.

•

The Board may amend or modify the Plan at any time but generally such changes will apply to future Plan awards. The Board 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 Board and that any interpretation by the Board of the terms of this agreement or the Plan, and any determination made by the Board under this agreement or the Plan, will be final, binding and conclusive.

•

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

Exhibit 10.11

Director RSU Award

PENTAIR PLC 2012 STOCK AND INCENTIVE PLAN

GRANT AGREEMENT–

RESTRICTED STOCK UNITS

[Name of Grantee]:

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

Grant Information

Number of Restricted Stock Units Granted:

The units will become vested on the .

This grant also includes Dividend Equivalent Units, which are described below.

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

Terms and Conditions of this Grant

•

The Restricted Stock Units become “vested” on the vesting date noted above. The Shares underlying the Restricted Stock Units will be issued upon vesting. In the event the vesting date falls on a weekend day or holiday, the Restricted Stock Units will vest and Shares will be issued on the next trading day.

•

If your service as a director with the Company terminates (voluntarily or involuntarily) before your Restricted Stock Units are 100% vested, then all nonvested Restricted Stock Units will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death, Disability or Retirement, in accordance with the terms of the Plan.

•

If the Restricted Stock Units vest upon termination of service as a director, then the Shares underlying the Restricted Stock Units that vest will be issued promptly after your termination.

•

The Restricted Stock Units will also vest upon a Change of Control provided you are still serving as a director of the Company immediately prior to the Change of Control. The term “Change of Control” as applied to your Restricted Stock Units is modified to comply with Code Section 409A.

•

You cannot vote Restricted Stock Units.

•

You may not sell, assign, transfer, pledge as collateral or otherwise dispose of your Restricted Stock Units at any time during the vesting period.

Taxation of Award

•

The Fair Market Value of the Shares that are issued upon vesting of the Restricted Stock Units and the cash paid in respect of Dividend Equivalent Units will be considered taxable compensation.

•

If withholding taxes are due under applicable law, please refer to the Frequently Asked Questions (FAQs) for Restricted Stock Units for information about the methods of payment of your withholding obligations.

General

•

The grant of this Plan award to you does not 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.

•

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 Board and that any interpretation by the Board of the terms of this agreement or the Plan, and any determination made by the Board under this agreement or the Plan, will be final, binding and conclusive.

•

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

Exhibit 10.12

PENTAIR, INC.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

As Amended and Restated Effective as of the Re-domicile Date (as defined below)

TABLE OF CONTENTS


Article I HISTORY, PURPOSE AND EFFECTIVE DATE OF PLAN		1

Article II DEFINITIONS AND CONSTRUCTION		3
Section 2.1.	Definitions	3
Section 2.2.	Eligibility to Participate	9
Section 2.3.	Purpose	9
Section 2.4.	Construction	9

Article III PARTICIPANT DEFERRALS		11
Section 3.1.	Election to Participate	11
Section 3.2.	Amount of Participant’s Deferrals	12
Section 3.3.	Payment of Deposits to Trustee	13

Article IV EMPLOYER CONTRIBUTIONS		14
Section 4.1.	Employer Discretionary Contribution	14
Section 4.2.	Employer Matching Contribution	14
Section 4.3.	Limit on Compensation for Purposes of Employer Contributions	15
Section 4.4.	Payment of Deposits to Trustee	15

Article V TRUSTEE AND TRUST AGREEMENT		16
Section 5.1.	Appointment	16
Section 5.2.	Fees and Expenses	16
Section 5.3.	Use of Trust	16
Section 5.4.	Responsibility and Authority for Fund Management	17
Section 5.5.	Trust Assets	17

Article VI INVESTMENT; PARTICIPANT’S ACCOUNTS		18
Section 6.1.	Allocation and Reallocation of Before-Tax Deposits and Employer Contributions	18
Section 6.2.	Allocation of Deferred Equity Awards	18
Section 6.3.	Investment of Deposits and Employer Contributions	19
Section 6.4.	Participant’s Accounts	20
Section 6.5.	Beneficiaries	20

Article VII PAYMENT OF ACCOUNTS		21
Section 7.1.	Time and Form of Payments	21
Section 7.2.	Distribution Due to Death	22
Section 7.3.	Payment of Employer Contributions	22
Section 7.4.	Later Payment Deferral Elections	23
Section 7.5.	Miscellaneous	23

Article VIII EMERGENCY WITHDRAWALS		24
Section 8.1.	Restricted Withdrawals	24



Article IX PLAN ADMINISTRATION		25
Section 9.1.	Committee	25
Section 9.2.	Organization and Procedure	26
Section 9.3.	Delegation of Authority and Responsibility	26
Section 9.4.	Use of Professional Services	26
Section 9.5.	Fees and Expenses	26
Section 9.6.	Communications	26
Section 9.7.	Claims	27

Article X PLAN AMENDMENTS, PLAN TERMINATION, AND MISCELLANEOUS		28
Section 10.1.	Amendments and Termination	28
Section 10.2.	Non-Guarantee of Employment	29
Section 10.3.	Rights to Trust Asset	29
Section 10.4.	Suspension of Rules	29
Section 10.5.	Requirement of Proof	30
Section 10.6.	Indemnification	30
Section 10.7.	Non-Alienation and Taxes	30
Section 10.8.	Not Compensation Under Other Benefit Plans	31
Section 10.9.	Savings Clause	31
Section 10.10.	Facility of Payment	32
Section 10.11.	Requirement of Releases	32
Section 10.12.	Board Action	32
Section 10.13.	Computational Errors	32
Section 10.14.	Unclaimed Benefits	32
Section 10.15.	Communications	32

Article XI TRANSITIONAL RULES		33
Section 11.1.	Introduction	33
Section 11.2.	Amounts Deferred Under Prior Plan	33

PENTAIR, INC.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

ARTICLE I

HISTORY, PURPOSE AND EFFECTIVE DATE OF PLAN

Effective January 1, 1993, Pentair, Inc. (“Pentair”) established a non-qualified deferred compensation plan (the “Plan”) for the benefit of certain management and highly compensated employees of Pentair and various companies in the Pentair controlled group. Under the Plan as so initially established, eligible participants could elect to defer receipt of base and bonus compensation in exchange for the unfunded, unsecured promise of the participant’s employing company to pay the amounts deferred, plus earnings, at the time and in the manner selected by the participant when making a deferral election. Until the time of payment, the amounts deferred under the Plan, adjusted for any earnings credited with respect to those amounts, remain subject to the claims of the general creditors of the participant’s employing company.

Pentair amended and restated the Plan, effective January 1, 1996, January 1, 1999, and January 1, 2002. As so amended and restated, the Plan continued to permit eligible employees of Pentair and its affiliates to defer receipt of base and bonus compensation in exchange for the unsecured promise of the participant’s employing company to pay these amounts, as adjusted for earnings or losses by reference to deemed investment options selected by each participant, and commencing January 1, 1996 provided for the replacement of benefits no longer available to certain participants under the Pentair Retirement Savings and Stock Incentive Plan due to certain limitations imposed by the Internal Revenue Code of 1986.

Pentair amended the Plan in 2005 to reflect the 2004 acquisition of the WICOR, Inc. group of companies, and the extension of the Plan in 2005 to eligible employees of such group, and to qualify generally the Plan, the elections made thereunder, and the Plan’s administration, for amounts deferred and contributed for periods after 2004, by the provisions of Section 409A of the Internal Revenue Code of 1986 and guidance thereunder issued by the Internal Revenue Service.

Pentair amended the Plan effective January 1, 2009, to reflect final Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as well as certain other changes. This document governs amounts deferred on or after January 1, 2005. Amounts deferred prior to January 1, 2005, are governed by terms of the Plan as in effect on December 31, 2004, which are contained in a separate document.

Pentair amended and restated the Plan effective October 1, 2010, to clarify the types of compensation that may be deferred under the Plan.

Pentair amended and restated the Plan effective September 28, 2012 to reflect the effect of the merger (the “Merger”) contemplated by the Merger Agreement, dated as of March 27, 2012, by and among the Company, Tyco International Ltd., Pentair Ltd., Panthro Acquisition

Co. and Panthro Merger Sub, Inc., as amended, pursuant to which, on September 28, 2012, the Company became an indirect wholly-owned subsidiary of Pentair Ltd. and the Company’s common stock was converted into the right to receive common shares of Pentair Ltd.

Pentair amended the Plan effective as of September 17, 2013 to change the definition of spouse so that it is consistent with Pentair’s qualified retirement plans and the definition used by the Internal Revenue Service.

Pentair subsequently amended the Plan to make certain administrative changes effective as of January 1, 2014 and provided that individuals who were eligible to participate in the Flow Controls Supplemental Savings and Retirement Plan when it was frozen with respect to new deferrals effective as of January 1, 2014 were to be considered eligible employees under the Plan effective January 1, 2014, subject to certain limitations.

The Plan is being amended and restated in connection with the merger of Pentair Ltd. with and into Pentair plc effective as of the Re-domicile Date (as defined below) pursuant to which each shareholder of Pentair Ltd. will receive an ordinary share of Pentair plc in exchange for each Pentair Ltd. common share held immediately prior to the merger.

The Plan is for the benefit of a select group of management and highly compensated employees. Benefits under the Plan are unfunded and unsecured general obligations of Pentair and its participating affiliates. Plan participants have the status of unsecured general creditors of their employing company. Any assets acquired or set aside for purposes of providing or measuring, or both, this deferred compensation may be held in a grantor trust as the property of the participant’s employing company and subject to the claims of its general creditors. To the extent any assets are held in a grantor trust, the terms and provisions of the trust document will control in all cases where it is in conflict with the Plan.

ARTICLE II

DEFINITIONS AND CONSTRUCTION

Section 2.1. Definitions. Unless the context clearly or necessarily indicates the contrary, when capitalized the following words and phrases shall have the meanings shown when used in this Article or other parts of the Plan.

(1) “Accounts” are the accounts under the Plan to be maintained for each Participant or the Beneficiary of a deceased former Participant.

(2) “Administrator” is the person assigned by the Company or Committee to handle the day-to-day administration of the Plan.

(3) “Base Compensation” includes the items of remuneration paid to or on behalf of a Participant for services rendered to a Participating Employer as an Employee, as listed or described in the left-hand column of Schedule 1, but not including any such items listed or described in the right-hand column of Schedule 1. If a remuneration item is not listed or described in Schedule 1, the Committee shall determine whether such item is included or excluded from Base Compensation by taking into account the nature of the item and its similarity to an item which is so listed.

(4) “Before-tax Deposits” are compensation deferrals of Base Compensation and/or Bonus Compensation made under the Plan at the election of a Participant pursuant to Article III.

(5) “Beneficiary” is the individual, trust or other entity designated as such in writing by a Participant in accordance with applicable Plan provisions, or such person as otherwise determined under the Plan, to receive benefits accumulated hereunder in the event of the Participant’s death. If a Participant is married at the time of death, the sole Beneficiary shall be the Participant’s Spouse at such time unless the Spouse has otherwise waived or released the right to be named as a beneficiary hereunder, or to be considered as the Participant’s surviving Spouse for such purposes (e.g., an enforceable prenuptial agreement), as determined in the discretion of the Committee, or the Spouse has consented in writing to the designation of a different Beneficiary and such consent is witnessed by an authorized Plan representative or a notary public.

(6) “Bonus Compensation” is compensation awarded to a Participant pursuant to one of the plans listed on Schedule 2. Compensation awarded to a Participant under any other incentive plan shall not be treated as Bonus Compensation.

(7) “Change in Control” or “CIC” is:

(i)

any one of the following occurring prior to or upon the consummation of the Merger:

(A)

When a person, or more than one person acting as a group, acquires more than fifty percent (50%) of the total fair market value or total voting power of the Company’s stock;

(B)

When a person, or more than one person acting as a group, acquires within a twelve (12) month consecutive period, ending with the date of the most recent stock acquisition, stock of the Company possessing at least thirty percent (30%) of the total voting power of the Company’s stock;

(C)

When a majority of the members of the Company’s board of directors is replaced within a twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of such board as constituted before such appointment or election; or

(D)

When a person, or more than one person acting as a group, acquires within a twelve (12) month consecutive period assets from the Company or an entity controlled by the Company that have a total gross fair market value equal to seventy-five percent (75%) of the total fair market value of the assets of the Company and all such entities.

Once a person or group acquires stock meeting the thresholds set forth in paragraphs (A) and (B) immediately preceding, additional acquisitions of such stock by that person or group shall be ignored in determining whether another CIC has occurred. Asset transfers between or among controlled entities as determined before such transfers shall not be considered in applying paragraph (D) immediately preceding. This provision shall be interpreted and administered in a manner consistent with the definition of a “change of control” under Code section 409A.

(ii)

any one of the following occurring after the consummation of the Merger:

(A)

When a person, or more than one person acting as a group, acquires more than fifty percent (50%) of the total fair market value or total voting power of (1) prior to the Re-domicile Date, Pentair Ltd.’s common shares or (2) on or after the Re-domicile Date, Pentair plc’s ordinary shares;

(B)

When a person, or more than one person acting as a group, acquires within a twelve (12) month consecutive period, ending with the date of the most recent stock acquisition (1) prior to the Re-domicile Date, common shares of Pentair Ltd. or (2) on or after the Re-domicile Date, ordinary shares of Pentair plc, in either case possessing at least thirty percent (30%) of the total voting power of such common shares or ordinary shares, as applicable; provided that no such twelve (12) month period may include any period prior to the consummation of the Merger;

(C)

When a majority of the members of the board of directors of (1) prior to the Re-domicile Date, Pentair Ltd. or (2) on or after the Re-domicile Date, Pentair plc is replaced within a twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of such board as constituted before such appointment or election; provided that no such twelve (12) month period may include any period prior to the consummation of the Merger; or

(D)

When a person, or more than one person acting as a group, acquires within a twelve (12) month consecutive period assets from (1) prior to the Re-domicile Date, Pentair Ltd. or an entity controlled by Pentair Ltd. or (2) on or after the Re-domicile Date, Pentair plc or an entity controlled by Pentair plc that, in either case, have a total gross fair market value equal to seventy-five percent (75%) of the total fair market value of the assets of Pentair Ltd. or Pentair plc and all such entities, as applicable; provided that no such twelve (12) month period may include any period prior to the consummation of the Merger.

Once a person or group acquires shares meeting the thresholds set forth in paragraphs (A) and (B) immediately preceding, additional acquisitions of such shares by that person or group shall be ignored in determining whether another CIC has occurred. Asset transfers between or among controlled entities as determined before such transfers shall not be considered in applying paragraph (D) immediately preceding. This provision shall be interpreted and administered in a manner consistent with the definition of a “change of control” under Code section 409A.

(8) “Code” is the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference to a specific provision of the Code shall be deemed to refer to successor provisions thereto and the regulations promulgated thereunder.

(9) “Committee” is the Committee described in Article IX.

(10) “Company” is Pentair, Inc., a Minnesota corporation, or any successor thereto.

(11) “Disabled” or “Disability” is a physical or mental condition, resulting from physical or mental sickness or injury, which prevents the individual while an Employee from engaging in any substantial gainful activity, and which condition can be expected to last for a continuous period of not less than twelve (12) months. For purposes of applying Section 3.2(c), however, the immediately preceding sentence shall be applied by substituting “six (6) months” for “twelve (12) months.”

(12) “Employee” is an individual who is (i) employed by a Participating Employer, (ii) a highly compensated or key management employee of a Participating Employer as determined by the Committee, (iii) in an employment position or salary grade classified by the Company as eligible to participate in the Plan, and (iv) eligible to participate in the RSIP. In the event an individual satisfies the foregoing requirements except he or she is not eligible to participate in the RSIP (e.g., an individual within an employee group to which the RSIP has not been extended), such individual may, in the discretion of the Committee, be considered an Employee solely for purposes of allowing such individual to elect Before-tax Deposits and not for purposes of being eligible for Employer Contributions.

(13) “Employer” is the Company and, except as prescribed by the Committee, each other corporation or unincorporated business which is a member of a controlled group of corporations or a group of trades or businesses under common control (within the meaning of Code section 414(b) or (c)) which includes the Company, but with respect to other business entities during only the periods of such common control with the Company.

(14) “Employer Contributions” are amounts contributed under the Plan by Participating Employers pursuant to Article IV, and includes Employer Discretionary Contributions described in Section 4.1 and Employer Matching Contributions described in Section 4.2.

(15) “Equity Awards” are share-related awards granted under the Omnibus Incentive Plan that are designated as eligible to be deferred under this Plan in the award letter or other document evidencing such award.

(16) “ERISA” is the Employee Retirement Income Security Act of 1974, as amended. Any reference to a specific provision of the Code shall be deemed to refer to successor provisions thereto and the regulations promulgated thereunder.

(17) “Fair Market Value ” has the meaning ascribed in the Omnibus Incentive Plan.

(18) “Investment Fund” is a deemed investment made available by the Committee and selected (or deemed selected) by a Participant for purposes of crediting investment earnings and losses to a Participant’s Account.

(19) “Omnibus Incentive Plan” is (i) with respect to awards granted prior to the Merger, the Pentair plc 2008 Omnibus Stock Incentive Plan (formerly known as the Pentair, Inc. 2008 Omnibus Stock Incentive Plan), as it may be amended from time to time, and (ii) with respect to awards granted on or after the Merger, the Pentair plc 2012 Stock and Incentive Plan (formerly known as the Pentair Ltd. 2012 Stock and Incentive Plan), or any successor thereto, as it may be amended from time to time.

(20) “Participant” is an individual who has validly elected to participate hereunder and who has elected Before-tax Deposits, deferrals of Equity Awards or is entitled to receive Employer Contributions. An individual who has become a Participant shall continue as a Participant until the earlier of his or her death and the date the balance in his or her Account has been paid.

(21) “Participating Employer” is the Company and each other Employer, except as otherwise prescribed by the Committee or the terms of any purchase agreement entered into with respect to the Company’s or an affiliates acquisition of such Employer.

(22) “Performance-Based Compensation” is Bonus Compensation or Equity Awards the amount of which, or the entitlement to which, is contingent on the satisfaction of preestablished organizational or individual performance criteria relating to a performance period of at least twelve (12) months. Goals are considered preestablished if established in writing no later than ninety (90) days after the commencement of the performance period. Performance-Based Compensation does not include any amount or payment that will be paid either regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria is established. Notwithstanding the foregoing, Bonus Compensation or Equity Awards will be considered Performance-Based Compensation if the compensation will be paid regardless of satisfaction of the performance goals in the event of the Participant’s death, Disability or a CIC, provided that payment under such circumstances without regard to the satisfaction of the performance criteria will not constitute Performance-Based Compensation.

(23) “Plan Year” is the calendar year.

(24) “Pre-Deferral Compensation” is the combined amount of Base and Bonus Compensation which would have been paid in a Plan Year but for a Before-tax Deposit election hereunder or a before-tax deposit election under the RSIP, or both.

(25) “Re-domicile Date” is the effective date of the consummation of the merger of Pentair Ltd. with and into Pentair plc.

(26) “Retirement” is an individual’s Separation from Service on or after the attainment of age fifty-five (55) and the completion of at least ten (10) years of service with one or more Employers.

(27) “RSIP” is the Pentair, Inc. Retirement Savings and Stock Incentive Plan, as amended, or any successor plan thereto.

(28) “Separation from Service” is the termination of employment as an employee, from all business entities that comprise the Employer, for reasons other than death or Disability. A Participant will be deemed to have incurred a Separation from Service when the level of bona fide services performed by the Participant for the Employer permanently decreases to a level equal to twenty percent (20%) or less of the average level of services performed by the Participant for the Employer during the immediately preceding thirty-six (36) month period (or such lesser period of service). Notwithstanding the foregoing, a Participant on a bona fide leave of absence from an Employer shall be considered to have incurred a Separation from Service no later than the six (6) month anniversary of the absence (or twenty-nine (29) months in the event of an absence due to a Disability described in the last sentence of Section 2.1(11)) or the end of such longer period during which the individual has the right by law or agreement to return to employment upon the expiration of the leave. Notwithstanding the foregoing, if following the Participant’s termination of employment from the Employer the Participant becomes a non-employee director or becomes or remains a consultant to the Employer, then the date of the Participant’s Separation from Service may be delayed until the Participant ceases to provide services in such capacity to the extent required by Code section 409A.

(29) “Share” is, following the consummation of the Merger and prior to the Re-domicile Date, a registered share of Pentair Ltd., nominal value CHF 0.50, or, on and after the Re-domicile Date, an ordinary share of Pentair plc, nominal value $0.01. No Shares have been authorized for issuance under this Plan. All Shares payable under this Plan are issued from the Omnibus Incentive Plan.

(30) “Share Unit Fund” is the Investment Fund described in Section 6.2(b), which is deemed invested in Shares. The Share Unit Fund shall be used solely as a means to track deferrals of Equity Awards.

(31) “Share Unit” is a unit that has a value equal to one Share.

(32) “Specified Employee” is a Participant who is a key employee for a Plan Year, with such status as to that period becoming effective as of April 1st next following such Plan Year and lasting until the following April 1st. A key employee is an employee of an Employer who (i) at any time during the Plan Year owns at least five percent (5%) of the stock (or capital or profits interest) of an Employer, (ii) owns one percent (1%) of the stock (or capital or profits interest) of an Employer and whose compensation exceeds the dollar limit for such period described in Code section 416(1)(iii), or (iii) is an officer of an Employer and whose compensation exceeds the dollar limit for such period described in Code section 416(1)(i), as adjusted. No more than the lesser of fifty (50) employees or ten percent (10%) of all employees shall be treated as officers for that period by reason of clause (iii) immediately preceding. In the event the number of officers exceeds such number, the employees included in such number will be those with the highest compensation for that period.

(33) “Spouse” is an individual whose marriage to a Participant is recognized under the laws of the United States (or any one of the states) and who is considered the Participant’s spouse by the Internal Revenue Service for purposes of the Code.

(34) “Trust” is the Pentair, Inc. Non-Qualified Deferred Compensation Plan Trust.

(35) “Trustee” is the person appointed as the trustee under the Trust.

(36) “Unforeseeable Emergency” is a severe financial hardship to the Participant resulting from: an illness or accident to the Participant or his or her Spouse or tax-dependent; the loss of a home due to an uncompensated (by insurance or otherwise) casualty; and other similar extraordinary and unforeseeable circumstances beyond the control of the Participant.

(37) “Valuation Date” is, with respect to Investment Funds which correspond to funds available under the RSIP, a date as of which such corresponding funds are valued under the RSIP; with respect to other Investment Funds, it is the last day of each Plan Year and such other dates as are prescribed by the Committee.

Section 2.2. Eligibility to Participate.

(a) Eligibility to Make Before-tax Deposits and Deferrals of Equity Awards . Subject to the provisions of Article III, all Employees are eligible to elect Before-tax Deposits and to defer Equity Awards.

(b) Eligibility for Employer Contributions . Employees eligible to receive an Employer Discretionary Contribution for a Plan Year are described in Section 4.1(a), and Employees eligible to receive an Employer Matching Contribution for a Plan Year are described in Section 4.2(a).

(c) Suspension of Eligibility . (1) Failure to Qualify as an Employee . Once an individual becomes an Employee, such individual shall remain an Employee, regardless of the identity of his or her Participating Employer, so long as he or she continues to be described in Section 2.1(12). In the event an individual becomes an Employee and thereafter remains employed by an Employer but not as an Employee or such Employer is not then a Participating Employer, except as directed by the Committee such individual’s eligibility to elect Before-tax Deposits or deferrals of Equity Awards shall be suspended at the end of the Plan Year in which such status change occurs and such individual’s eligibility to receive an allocation of Employer Contributions shall be suspended immediately on the date such status change occurs.

(2) Resumption . Upon resuming status as an Employee, an individual whose eligibility to participate in the Plan has been suspended may again elect Before-tax Deposits or deferrals of Equity Awards under the Plan pursuant to the provisions of Article III.

Section 2.3. Purpose. As a tax-qualified plan, the RSIP is subject to various Code provisions which limit artificially the contributions which can be made on behalf of participants. The Plan is designed to offer the same contribution formulas (without duplication) as are offered under the RSIP but without regard to such Code provisions, including Code sections 401(a)(17) (compensation cap), 401(k) and 401(m) (annual discrimination tests and related rules for elective and matching contributions), 402(g) and 414(v) (annual dollar limit on elective contributions), and 415(c) (limit on annual additions). In addition, the Plan is designed to offer participants the ability to defer certain items of compensation that would not be able to be deferred under the RSIP, such as equity awards granted under the Omnibus Incentive Plan. It is intended that all Accounts represent retirement income within the meaning of 4 USC § 114(b)(1)(I)(ii) if paid after termination of employment. The Plan is not solely intended to provide benefits in excess of the Code section 415 limits, however, and therefore it is not an “excess benefit plan” as defined in ERISA section 3(36).

Section 2.4. Construction.

(a) General . Wherever any words are used herein in the singular, masculine, feminine or neuter form, they shall be construed as though they were used in the plural, feminine, masculine or non-neuter form, respectively, in all cases where such interpretation is reasonable. The words “hereof ,” “herein,” “hereunder,” and other similar compounds of the word “here” shall mean and refer to this entire document and not to any particular Article or Section. Titles of Articles and Sections are for general information only, and the Plan is not to be construed by reference thereto.

(b) Applicable Law . To the extent not preempted by ERISA or any other federal statute, the Plan shall be construed and its validity determined according to the substantive laws of the State of Minnesota, without reference to conflict of law principles thereof. In case any provision of the Plan shall be held illegal or invalid for any reason, the Plan shall be construed and enforced as if it did not include such provision.

ARTICLE III

PARTICIPANT DEFERRALS

Section 3.1. Election to Participate.

(a) General . (1) Annual Election . Prior to January 1 of each Plan Year, an Employee may elect: (A) to make Before-tax Deposits from his or her Base Compensation that will be earned and paid in such Plan Year, (B) to make Before-tax Deposits from his or her Bonus Compensation that will be earned (or begin to be earned) in such Plan Year, (C) to defer all or a portion of his or her Equity Awards that will be granted in such Plan Year (for this purpose, an Equity Award shall be considered granted when the Company takes action to approve such grant), and (D) the form and time of distribution of the Account with respect to such Plan Year, as permitted by Section 7.1(b). Such election shall be made as of the times the Committee may prescribe and shall be irrevocable as of December 31 of the year immediately preceding the Plan Year for which such elections are effective.

(2) Mid-Year Elections: Bonus Compensation or Equity Award . If and to the extent allowed by the Committee, an Employee also may elect Before-tax Deposits from his or her Bonus Compensation and may elect to defer all or a portion of his or her Equity Awards as follows:

(i)

If the Bonus Compensation or Equity Award qualifies as Performance-Based Compensation, the election may be made no later than six (6) months before the end of the performance period; or

(ii)

If the Bonus Compensation or Equity Award is subject to a substantial risk of forfeiture that will not lapse until at least thirteen (13) months after the date of award or grant (or earlier upon death, Disability or a CIC), the election may be made no later than the first thirty (30) days after the date of award or grant; provided that if the Bonus Compensation actually vests within the first thirteen (13) months by reason of the Employee’s death, Disability, or a CIC, then the deferral election shall be cancelled; or

(iii)

If the Bonus Compensation or Equity Award is subject to a substantial risk of forfeiture that will not lapse until at least one year after the date of grant, the election may be made at least one year prior to the date such award will vest, provided that the amount is deferred for a minimum of five (5) years from the date the Bonus Compensation or Equity Award vests.

Such election shall be made as of the times the Committee may prescribe and shall be irrevocable as of the latest date permitted hereunder. If an Employee has not previously elected a time and form of distribution with respect to the Account to which the deferrals described herein will be credited, he or she may do so as part of his or her deferral election hereunder.

(b)

Participation During Plan Year .

(1) Initial Participation . An Employee who first becomes eligible to participate in the Plan during a Plan Year may elect, within the first thirty (30) days of becoming so eligible, (A) Before-tax Deposits from his or her Base Compensation for that Plan Year earned and paid after such election, and (B) the form and time of distribution of the Account with respect to such Plan Year, as permitted by Section 7.1(b). Such individual may also make the elections described in Section 3.1(a)(2), if applicable.

(2) Resumption of Participation . An individual who has been eligible to participate in the Plan, who loses such eligibility by reason of a Separation from Service or otherwise, and who again becomes eligible to participate in the Plan, shall not be eligible to participate in the Plan for purposes of authorizing Before-tax Deposits or deferrals of Equity Awards, and shall not be eligible to receive an allocation of Employer Contributions, for the Plan Year in which he or she again becomes so eligible unless he or she (i) has not been eligible to make Before-tax Deposits or deferrals of Equity Awards for two (2) or more consecutive years or (ii) has previously incurred a Separation from Service and been paid all benefits under the Plan after such separation and before again becoming eligible for the Plan.

Section 3.2. Amount of Participant’s Deferrals.

(a) Deferral Elections . At the time an Employee elects to make Before-tax Deposits or defer an Equity Award for a Plan Year, he or she shall designate the percentage of Base Compensation, Bonus Compensation, or Equity Awards to be deferred. Except as described subsection (c), the percentage elected shall be irrevocable with respect to the compensation to which it relates. In the event a payroll period with respect to Base Compensation straddles the end of a Plan Year, the election, if any, to defer for the Plan Year in which the payroll period ends shall control the amount or rate to be deferred.

(b) Maximum Deferrals and Coordination with the RSIP . The maximum deferrals which may be elected by a Participant for a Plan Year shall be established from time to time by the Committee and may be expressed as a maximum amount or percentage. Different maximums may be applied to deferrals of Base, Bonus Compensation, and Equity Awards or different items of Bonus Compensation and Equity Awards. Such maximums shall be established before a Plan Year and shall apply throughout that year, or shall apply to the award to which the maximum relates. Any such maximums on Base and Bonus Compensation shall be first absorbed by Before-tax Deposits and then, to the extent the maximum has not been reached, by before-tax deposits under the RSIP.

(c) Intra-Year Cessation of Before-tax Deposits . In the event a Participant dies, becomes Disabled, or, as directed by the Committee, applies for and is granted a distribution pursuant to Article VIII, Before-tax Deposits on behalf of such Participant for the balance of the Plan Year shall be suspended. The suspension shall be effective no later than the second payroll period ending after the Participant’s death; two and one-half (2-1/2) months after the Participant becomes Disabled; or the second payroll period ending after the Committee approves the distribution and directs the suspension, whichever is applicable.

Section 3.3. Payment of Deposits to Trustee. Unless otherwise directed by the Committee, a Participating Employer shall remit amounts withheld as Before-tax Deposits to the Trustee as soon as administratively feasible after such amounts are withheld. In the event the Committee so otherwise directs or if the Trust (or some other funding arrangement) does not then exist, then the amounts so withheld shall be retained by the Participating Employer as part of its general assets and, in order to determine investment earnings and losses thereon, shall be allocated to one or more Investment Funds as determined by the Committee no later than the first day of the second calendar month immediately following the calendar month of such withholding.

ARTICLE IV

EMPLOYER CONTRIBUTIONS

Section 4.1. Employer Discretionary Contribution.

(a) Eligibility for Employer Discretionary Contributions . Employees eligible to receive an Employer Discretionary Contributions for a Plan Year shall be those individuals

(i)

eligible to elect Before-tax Deposits for that year;

(ii)

who are eligible to receive an employer discretionary contribution under the RSIP for that year;

(iii)

whose covered compensation under the RSIP for that Plan Year is:

(1)

actually limited by the applicable dollar amount provided for under Code section 401(a)(17), or

(2)

reduced by reason of Before-tax Deposits; and

(iv)

who are employed by an Employer as of the end of that Plan Year; provided, however, that such year-end employment shall not be required for the year in which employment ends due to death, Disability, or Retirement.

(b) Amount of Discretionary Contribution . Participating Employers shall make an Employer Discretionary Contribution on behalf of their eligible Employees for a Plan Year in an amount equal to (i) the employer standard discretionary contribution rate in effect under the RSIP for the Plan Year (as determined by the Committee) multiplied by the eligible Employee’s Pre-Deferral Compensation for the Plan Year, up to the applicable dollar limit under Section 4.3, less (ii) the employer standard discretionary contribution (as determined by the Committee) made on behalf of such Employee to the RSIP for that year.

Section 4.2. Employer Matching Contribution.

(a) Eligibility for Employer Matching Contributions . Employees eligible to receive an Employer Matching Contribution for a Plan Year shall be those individuals

(i)

who are eligible to receive an employer matching contribution under the RSIP for such year;

(ii)

whose covered compensation under the RSIP for that Plan Year is:

(1)

actually limited by the applicable dollar amount provided for under Code section 401(a)(17), or

(2)

reduced by reason of Before-tax Deposits; and

(iii)

who are employed by an Employer as of the end of that Plan Year; provided, however, that such employment shall not be requested for the year in which such employment ends due to death, Disability, or Retirement.

(b) Amount of Matching Contribution . With respect to each Employee eligible to receive an Employer Matching Contribution for a Plan Year, that Employee’s Participating Employer shall contribute a matching contribution equal to A—B, where A equals the matching contribution which would have been made on his or her behalf under the RSIP for that year assuming:

(i)

the covered compensation limit thereunder was the applicable dollar limit for that year under Section 4.3,

(ii)

the provisions of Code sections 401(k) and (m), 402(g), 414(v), and 415(c) (and any similar or analogous Code limits on the amount or rate of contributions under the RSIP) did not apply,

(iii)

all Before-tax Deposits for such year had been made for that year under the RSIP,

(iv)

covered compensation thereunder included Before-tax Deposits made with respect to that year, and

B equals the matching contributions made on his or her behalf under the RSIP for that year. In determining B, payment of the matching contribution to the Employee under the RSIP to satisfy Code section 401(m) shall be ignored but any forfeiture of such contribution shall, if in fact taken into account in determining B, reduce B.

Section 4.3. Limit on Compensation for Purposes of Employer Contributions. The maximum amount of the aggregate of a Participant’s Base Compensation and Bonus Compensation that will be considered for purposes of determining Employer Contributions shall be established from time to time by the Committee and shall be communicated to the Participants. For the Plan Year beginning January 1, 2008, the maximum amount of the aggregate of a Participant’s Base Compensation and Bonus Compensation for purposes of determining Employer Contributions shall be $700,000.

Section 4.4. Payment of Deposits to Trustee. Unless otherwise directed by the Committee, a Participating Employer shall pay its share of the Employer Contributions for a Plan Year as soon as administratively feasible after the entire Employer Contribution for such year has been determined. In the event the Committee so otherwise directs or if the Trust (or some other funding arrangement) does not then exist, then such share shall be retained by the Participating Employer as part of its general assets and, in order to determine investment earnings and losses thereon, shall be allocated to one or more Investment Funds as determined by the Committee no later than the first day of the calendar month immediately following the calendar month in which such entire Contribution has been determined.

ARTICLE V

TRUSTEE AND TRUST AGREEMENT

Section 5.1. Appointment.

(a) General . The Plan is an unfunded deferred compensation arrangement. Neither the Company nor any Participating Employer shall be required to establish a trust or to in any way segregate assets for purposes of funding or otherwise providing benefits under the Plan. The Company may, however, in its sole discretion, establish and maintain an unfunded grantor trust with one or more persons selected by the Committee to act as Trustee. If a Trustee is so appointed, such Trustee shall hold, manage, administer and invest the assets of the Trust, reinvest any income, and make distributions in accordance with the directions of the Committee and the provisions of the Plan and Trust. The trust agreement shall be in such form and contain such provisions as the Committee deems necessary and appropriate to effectuate the purposes of the Plan. The terms and provisions of the trust agreement shall control in case of a conflict between the terms and provisions of such agreement and the terms and provisions of the Plan.

(b) Removal and Resignation . Pursuant to the notice requirements and other procedures contained in the Trust agreement, and in accordance with the Trust agreement, the Committee may, at any time and from time to time, remove a Trustee or any successor Trustee and any such Trustee or any successor Trustee may resign. If the provisions of the Trust agreement remain in effect at the time of removal or resignation of the Trustee, the Committee shall appoint a successor Trustee.

Section 5.2. Fees and Expenses. Except as directed by the Company, the Trustee’s fee, and related fees and expenses, shall be paid by the Company and Participating Employers. Brokerage fees, asset-based fees for custodial, investment and management services, and other investment expenses (e.g., participant record-keeping fees) which relate to Investment Funds, shall be paid out of the Trust and charged to the fund of the Trust and the Accounts of the Participant to which such fees and costs are attributable.

Section 5.3. Use of Trust. To the extent any assets are held in the Trust, such assets shall at all times be the property of the Company or a Participating Employer and, as such, shall remain subject to the claims of general creditors of the Company or the Participating Employer, as the case may be, in the event of bankruptcy or insolvency. No Participant or Beneficiary shall by reason of the Plan and Trust have any rights to any assets of the Trust, the Company or a Participating Employer nor to Investment Funds or other property generally, and neither the existence of the Plan nor the establishment of a Trust shall be interpreted or construed as a guaranty that any funds which may be held in trust will be available or sufficient for the payment of benefits under the Plan.

Section 5.4. Responsibility and Authority for Fund Management. The Company may, in its sole discretion, establish and maintain a funding policy, and may delegate to the Committee the following duties and authority:

(i)

to establish Investment Funds for purposes of crediting investment earnings and losses to Accounts, including the authority to add to or change the number and nature of the Investment Funds from time to time;

(ii)

to direct the investment and reinvestment of all or any portion of the assets, if any, held by the Trustee under the Trust; and

(iii)

to periodically review the performance of the Investment Funds.

Section 5.5. Trust Assets. Neither the Company, a Participating Employer nor the Trustee shall be obligated to purchase any asset or Investment Fund designated by a Participant pursuant to the provisions of Article VI for purposes of crediting investment earnings and losses to such Participant’s Accounts. To the extent the Company and Participating Employers remit Before-tax Deposits or Employer Contributions to the Trustee, however, and the Investment Fund designated by the Participant as a deemed investment for his or her Accounts consists of an asset which the Trustee cannot purchase or an investment which is not readily available on the open market, the Trustee shall, subject to the direction of the Committee, return any such amounts to the Company and Participating Employers in the form of cash. To the extent a Participant reallocates all or a portion of the balance in his or her Accounts into an Investment Fund which consists of an asset the Trustee cannot purchase, the Trustee shall withdraw from the Trust cash equal to the fair market value of such investment designation and return such cash to the Company or other Participating Employers.

ARTICLE VI

INVESTMENT; PARTICIPANT’S ACCOUNTS

Section 6.1. Allocation and Reallocation of Before-Tax Deposits and Employer Contributions.

(a) Allocation . For purposes of crediting earnings to his or her Accounts, a Participant shall elect to allocate Before-tax Deposits and Employer Contributions to one or more of the Investment Funds. A Participant may elect to change the mix of such allocations in accordance with rules prescribed by the Committee. An election under this Section 6.1(a) shall remain in effect unless changed by the Participant; provided, however, that neither the Company, a Participating Employer, the Committee nor the Trustee shall be obligated to purchase any investment designated by a Participant. Investment Funds are selected by a Participant solely for purposes of determining the investment earnings and losses to be credited to a Participant’s Accounts.

(b) Reallocation . In accordance with rules prescribed by the Committee, a Participant may reallocate the balance credited to his or her Accounts among the available Investment Funds. Any such reallocation shall apply to the entire balance of such Accounts attributable to participation in the Plan, and not just to Before-tax Deposits and Employer Contributions made subsequent to such reallocation.

(c) Participant-Directed Investment . (1) General . The availability of Investment Funds for purposes of crediting earnings to Accounts is not a recommendation to designate a deemed investment in any one Investment Fund. The selection of deemed investments is solely the responsibility of each Participant. No officer, employee or other agent of an Employer or the Trustee is authorized to advise or make any recommendation concerning the selection of Investment Funds and no such person is responsible for determining the suitability or advisability of any such selection.

(2) Participant Responsibility . Participants shall be solely responsible for selecting, monitoring, and changing the Investment Funds in or by which their Account balances are invested. Neither the Company, a Participating Employer, Committee member, nor the Administrator shall be responsible for such investment decisions. To the extent a Participant does not expressly exercise investment discretion over his or her Accounts, he or she shall be deemed to have elected to direct investments to or by the same Investment Fund used for such purposes under the RSIP, except as otherwise provided by the Committee.

Section 6.2. Allocation of Deferred Equity Awards.

(a) Allocation . Deferrals of Equity Awards shall be automatically allocated to the Share Unit Fund on the date of vesting, unless otherwise determined by the Committee. A Participant shall not have the right to re-allocate such deferrals out of the Share Unit Fund.

(b) Share Unit Fund . A deferral of an Equity Award shall be allocated to the Share Unit Fund as follows: (i) if the deferral relates to Shares, or Equity Awards whose value equals the Fair Market Value of a Share, the Participant’s Account shall be credited with a number of Shares Units equal to the number of Shares (or Share-related Equity Awards)

deferred, or (ii) if the deferral relates to cash (such as dividend equivalents), such amount shall be converted to whole and fractional Share Units, with fractional units calculated to three decimal places, by dividing the amount to be allocated by the Fair Market Value of a Share on the effective date of such allocation. If any dividends or distributions (other than in the form of Shares) are paid on Shares while a Participant has Share Units credited to his Account, such Participant shall be credited with additional Shares Units equal to the amount of the cash dividend paid or Fair Market Value of other property distributed on one Share, multiplied by the number of Share Units credited to the Participant’s Account on the date the dividend is declared. Any other provision of this Plan to the contrary notwithstanding, if a dividend is paid on Shares in the form of a right or rights to purchase shares of capital stock of the Company or any entity acquiring the Company, no additional Share Units shall be credited to the Participant’s Account with respect to such dividend, but each Share Unit credited to a Participant’s Account at the time such dividend is paid, and each Share Unit thereafter credited to the Participant’s Account at a time when such rights are attached to Shares, shall thereafter be valued as of any point in time on the basis of the aggregate of the then Fair Market Value of one Share plus the then Fair Market Value of such right or rights then attached to one Share.

(c) Transactions Affecting Shares . In the event of any transaction affecting Shares that would cause an adjustment to be made under the adjustment provisions of the Omnibus Incentive Plan, the Committee may make appropriate equitable adjustments with respect to the Share Units credited to the Account of each Participant, including without limitation, adjusting the date as of which such units are valued and/or distributed, as the Committee determines is necessary or desirable to prevent the dilution or enlargement of the benefits intended to be provided under the Plan.

(d) No Shareholder Rights With Respect to Share Units . Participants shall have no rights as a stockholder pertaining to Share Units credited to their Accounts.

Section 6.3. Investment of Deposits and Employer Contributions. The Committee may, in its discretion, direct the Trustee to invest a Participant’s Before-tax Deposits and Employer Contributions in the Investment Funds designated by the Participant, to the extent such investment is available on the open market and can be purchased by the Trustee and owned by the Trust. Regardless of whether any deposits or Employer Contributions are actually invested in the Investment Funds designated by Participants, however, the Committee shall maintain a bookkeeping account on behalf of each Participant to which shall be credited the investment results of each Investment Fund so designated to adjust the amounts in each Participant’s Accounts. At least each calendar quarter, the Committee shall make available or cause to be made available a report or other information indicating the increase or decrease in the value of each Participant’s Accounts. Any earnings of an Investment Fund shall be deemed to be reinvested in the same Investment Fund for purposes of maintaining a Participant’s Accounts.

Section 6.4. Participant’s Accounts.

(a) Establishment of Accounts . Separate Accounts shall be established and maintained for each Participant by Plan Year and Investment Fund. To the extent necessary or appropriate to provide for proper administration of the Plan, including the tracking of payment date and form elections, a Participant’s Account for a Plan Year shall include separate balances or subaccounts for interests derived from Before-tax Deposits, deferred Equity Awards, Employer Contributions and such other separate balances as the Committee shall determine. The Committee shall also identify or otherwise maintain separate Accounts or subaccounts for Participants by reference to the identity of the Participant’s Employer, to the extent practicable.

(b) Crediting of Accounts . The appropriate Accounts of each Participant shall be credited with the amounts of Before-tax Deposits, deferred Equity Awards and Employer Contributions made for each Plan Year. The reallocation of a Participant’s Accounts, if permitted, shall be appropriately credited as of the Valuation Date coincident with or next following the effective date of the reallocation. The maintenance of such Accounts shall not, however, entitle a Participant to any ownership, preferred claim or beneficial interest in any Investment Fund or in any specific asset of the Trust. Investment Funds are deemed investments and used solely for purposes of determining the earnings and losses to be credited to a Participant’s Accounts.

(c) Vesting of Accounts . A Participant’s Account shall be fully vested, except that the portion of the Account arising from the deferral of an Equity Award shall vest in accordance with the terms of the Equity Award to which it relates.

Section 6.5. Beneficiaries. The foregoing provisions of this Article VI shall be applied, to the extent relevant, with respect to Accounts payable under the Plan to a Beneficiary of a deceased former Participant.

ARTICLE VII

PAYMENT OF ACCOUNTS

Section 7.1. Time and Form of Payments.

(a) General . Except as otherwise provided in the Plan, a Participant shall receive his or her entire vested Account balance allocable to a Plan Year in a lump sum within ninety (90) days of the first to occur of his or her (i) Separation from Service, (ii) Disability, or (iii) a CIC. In the event the payment event is due to a Separation from Service and as of the date of the Separation from Service the Participant is a Specified Employee, however, the lump sum shall be paid within thirty (30) days after the six (6) month anniversary of such date.

(b) Election of Distribution . A Participant may elect, in accordance with Section 3.1 and subject to such limitations as may be prescribed by the Committee, to receive distribution of his or her vested Account balance allocable to a Plan Year:

(1) Time of Payment . As of one specific future date, provided such date is at least two (2) years following the last date by which such an election can be made for that year (or with respect to the portion of the Account relating to an Equity Award, the date the award is fully vested, if later) and such date cannot be more than five (5) years after the earlier of the date the Participant becomes Disabled and the date he or she has a Separation from Service. In the event the date finally selected is less than two (2) years, the Participant shall be treated as having not made a specific date election for that year, or, by reason of subsequent event, is more than five (5) years after the relevant date, the Participant shall be treated as having selected the fifth (5th) anniversary of such date as the date of payment. Except as provided in Section 8.5, such an election once finally effective cannot be changed by the Participant.

(2) Calculation of Payment . In annual installments over five (5) or ten (10) years. Each such installment shall be determined by using the vested Account balance for such year as of the most recent Valuation Date before the payment date and dividing such balance by the number of years left in the installment period and the final installment shall include the remaining vested Account balance. The second year and later installments shall be paid, as far as practicable, on the anniversary date of the first installment. Except as provided in Section 7.4, such an election once finally effective cannot be changed by the Participant. In the event the payment event is due to a Separation from Service, and as of the date of Separation from Service the Participant is a Specified Employee, however, the first installment payment may not be made until after the six (6) month anniversary of such date.

(c) Form of Payment . All payments made under a Participant’s Account, other than from the Share Unit Fund, shall be made in cash. Payment from the Share Unit Fund shall be distributed in the form of Shares, with each whole Share Unit being paid in the form of one Share. Fractional Share Units shall be distributed in cash by multiplying the fractional Share Unit by the Fair Market Value of a Share immediately prior to the date of payment. All Shares payable under the Plan shall be issued from the relevant Omnibus Incentive Plan.

Section 7.2. Distribution Due to Death.

(a) Death Benefit . If a Participant dies before receiving payment of all of the vested amounts allocated to his or her Accounts, then notwithstanding the payment dates or forms of payment elected, and regardless of whether the Participant had Separated from Service before death or was a Specified Employee as of such separation, all such unpaid benefits shall be paid to his or her Beneficiary within ninety (90) days of the date of death. Notwithstanding the foregoing, the Employer shall not be obligated to make payment to a Beneficiary (and will not be liable for any failure to make distribution within ninety (90) days of the date of death) unless and until the Committee has verified the identity of the Beneficiary and the Beneficiary has established the right to receive payment of such benefits.

(b) Default . If a Participant fails to make a valid Beneficiary designation, makes such a designation but is not survived by any named Beneficiary, or makes such a designation but the designation does not effectively dispose of all benefits payable after the Participant’s death, then, to the extent benefits are payable after the Participant’s death, all such benefits shall be paid to the Participant’s Spouse (if the Spouse survives the Participant), or if the Participant has no Spouse or such Spouse does not survive the Participant, the personal representative or equivalent of the Participant’s estate or, if no such person has been appointed, then in accordance with the laws of intestate succession of the jurisdiction in which the Participant was domiciled as of the date of death.

(c) Form of Distribution . Distribution to a Beneficiary shall be made in a lump sum in cash or Shares in accordance with Section 7.1(c).

(d) Death of Beneficiary . If a Beneficiary dies after the Participant but before receiving payment of all benefits under the Plan which would have been paid to such Beneficiary but for his or her death, then all such unpaid benefits shall be paid within ninety (90) days after such death to the personal representatives or equivalent of such beneficiary’s estate. Notwithstanding the foregoing, the Employer shall not be obligated to make payment to the beneficiary’s estate (and will not be liable for any failure to make distribution within ninety (90) days of the date of death) unless and until the Committee has verified the identity of such representative.

Section 7.3. Payment of Employer Contributions. To the extent a Participant or Beneficiary, as the case may be, has received or commenced receiving benefits hereunder, and the Participant or former Participant is subsequently determined to be entitled to an allocation of Employer Contributions for the Plan Year in which the Participant’s active participation in the Plan ceased, then the Company or Participating Employer shall timely pay any such contribution to such person or, if such person is receiving an installment form of distribution, the Committee shall adjust the balance of the installments due to reflect the amount of such Employer Contribution effective with the due date of the next installment payment. Any such amount shall remain subject to all applicable provisions of the Plan until so paid.

Section 7.4. Later Payment Deferral Elections.

(a) General . A Participant who elected a specific payment date pursuant to Section 7.1(b) may, in accordance with the provisions of this Section 7.4 and while an Employee, elect to change the date or form, or both, of payment of the vested Account balance allocable to a Plan Year. No more than two (2) such elections shall be allowed as to the Account balance for a Plan Year.

(b) Election Rules . The later election must be otherwise valid pursuant to Section 7.2(b), as if an original election, and must be (i) made at least one (1) year before the then scheduled payment date and (ii) extend the then scheduled payment date by five (5) or more years.

(c) Form of Payment . For purposes of applying this Section 7.4 and implementing the six (6) month delay rule for Specified Employees, each of the forms of payment awards under the Plan shall be treated as a single payment due to be made as of the first scheduled payment date.

Section 7.5. Miscellaneous.

(a) De Minimis Amount Payout . In the event a Participant who has a Separation from Service has a vested Account balance or portion thereof for all years which in the aggregate (under all such arrangements treated as the same plan for this purpose under Section 409A and the Treasury Regulations thereunder) is $17,500 or less (or such higher amount described in Code section 402(g)(1)(B) as then in effect) or less, the Committee may, in its discretion, cause such vested balance (and the balances of any other arrangements treated as the same plan) to be distributed in a lump sum immediately following the Participant’s Separation from Service, notwithstanding any other provision of the Plan or the Participant’s distribution elections.

(b) Permissible Delay and Acceleration . The payment provisions of Article VII are subject to exceptions or overrides in the discretion of the Committee or other person, other than the Participant concerned, as otherwise provided in the Plan or as allowed under Code section 409A.

ARTICLE VIII

EMERGENCY WITHDRAWALS

Section 8.1. Restricted Withdrawals.

(a) General . A Participant who is not otherwise then entitled to an immediate lump sum distribution may, upon a showing of an Unforeseeable Emergency which cannot be satisfied by other available liquid assets, request a withdrawal from the Participant’s vested Account balance, but excluding amounts allocated to the Share Unit Fund. An emergency withdrawal cannot be requested more frequently than once each Plan Year.

(b) Determination . The Committee or its delegate shall determine whether the relevant facts and circumstances represent an Unforeseeable Emergency and the amount necessary to satisfy such need. The Committee may require such proof as it deems appropriate to evidence the existence of and the amount necessary to satisfy the emergency or extraordinary circumstances, including a certification that the need cannot be relieved (i) through reimbursement from insurance, (ii) by reasonable liquidation of other assets (but such available assets shall be determined without regard to the Participant’s account balances under the RSIP and the Plan, whether attributable to amounts deferred before 2005 or after 2004), or (iii) by cessation of Before-tax Deposits. If and to the extent the cessation of Before-tax Deposits can remedy such need, the Committee may direct such immediate cessation and suspend the Participant’s right, for such period of time as it deems appropriate, to elect Before-tax Deposits.

(c) Time for Payment . Distributions pursuant to this Article shall be made in cash within ninety (90) days after the withdrawal is approved by the Committee. If a Participant should die after requesting an emergency withdrawal, but prior to the distribution thereof, the withdrawal election shall be deemed revoked.

(d) Committee Discretion . Approval of an emergency withdrawal shall be in the sole discretion of the Committee, and no such approval shall be given if the Committee determines that allowing such withdrawal may have an adverse tax consequence to the Company, Participating Employers, the Plan or other Participants. In the Committee’s sole discretion, such approval may require the suspension of a Participant’s right to elect Before-tax Deposits for such period of time as the Committee directs.

ARTICLE IX

PLAN ADMINISTRATION

Section 9.1. Committee.

(a) General . The Committee shall consist of the persons listed on Schedule 3. The Committee shall have exclusive responsibility for the general administration and operation of the Plan and the power to take any action necessary or appropriate to carry out such responsibilities. In addition, the Committee shall provide generally for the operation of the Plan and be a liaison between Employers to assure uniform procedures as appropriate. The duties of the Committee shall include, but not be limited to, the following:

(i)

to prescribe, require and use appropriate forms;

(ii)

to formulate, issue and apply rules and regulations;

(iii)

to prepare and file reports, notices and any other documents relating to the Plan which may be required by law;

(iv)

to interpret and apply the provisions of the Plan;

(v)

to authorize and direct benefit payments.

In exercising such powers and duties, and other powers and duties granted under the Plan or Trust to the Committee, the Committee and each member thereof is granted such discretion as is appropriate or necessary to carry out the duties and powers so delegated. This discretion necessarily follows from the fact that the Plan, the Trust and related documents do not, and are not intended to, prescribe all rules necessary to administer the Plan or anticipate all circumstances or events which may arise in the course of such administration.

(b) Code Section 409A . The Plan shall be administered, and the Committee, its delegate and the Administrator shall exercise their discretionary authority under the Plan, in a manner consistent with Code section 409A. Any permissible discretion to accelerate or defer a Plan payment under such Regulations, the power to exercise which is not otherwise described expressly in the Plan, shall be exercised by the Committee. In the event the matter over which such discretion may be exercised relates to a Committee member, or such member is otherwise unable to fairly exercise such discretion, such member shall not take part in the deliberations and decisions regarding that matter.

(c) Allocation to Participating Employers . To the extent practicable, the Committee shall account for the Trust assets in such manner as will permit the accurate allocation of Accounts or parts thereof, including the investment earnings and losses attributable thereto, to the relevant Participating Employer. The Committee shall provide to each Participating Employer all information necessary to permit each such Employer to prepare any reports or tax filings which may be required by reason of its status as a Participating Employer.

(d) Action by Compensation Committee of the Board . Notwithstanding the foregoing, if any action or determination of the Committee as set forth in the Plan is required to be taken by the Compensation Committee of the Board of Directors of the Company in order to comply with applicable law, the Company’s governance charters or the listing requirements of any exchange on which the Company’s (or an affiliate’s) stock is then listed, then all references herein to the “Committee” shall include the Compensation Committee of the Board to the extent deemed necessary or advisable.

Section 9.2. Organization and Procedure. The Committee may have a chairman, a secretary, and such other officers as it deems appropriate. Subject to Section 9.1, action on any matter shall be taken on the vote of at least a majority of all members of the Committee at any meeting or upon unanimous written consent of all members without a meeting. The Committee may adopt such bylaws, procedures and operating rules as it deems appropriate.

Section 9.3. Delegation of Authority and Responsibility. The Committee may, in writing, delegate to any one or more of its members the authority to execute documents on behalf of the Committee and to represent the Committee in any matters or dealings involving such Committee.

The Committee may delegate in writing certain of its powers to a person employed by an Employer under such terms and conditions as may be specified by the Committee. Employees of an Employer who are not members of the Committee or persons to whom powers are delegated, shall perform such duties and functions relating to the Plan as the Committee may direct and supervise. It is expressly provided, however, that the Committee shall retain full and exclusive authority and responsibility for and respecting any such activities by other employees, and nothing contained in this Section 9.3 shall be construed to confer upon any such employee any discretionary authority or control respecting the administration or operation of the Plan.

Section 9.4. Use of Professional Services. The Committee may obtain the services of such attorneys, accountants, record keepers or other persons as it deems appropriate, any of whom may be the same persons who are providing services to an Employer. In any case in which the Committee utilizes such services, it shall retain exclusive discretionary authority and control over the administration and operation of the Plan.

Section 9.5. Fees and Expenses. Committee members who are employees of the Company or a Participating Employer shall serve without compensation but shall be reimbursed for all reasonable expenses incurred in their capacity as Committee members. No employee members of the Committee or persons performing services pursuant to Section 9.4 shall receive greater than reasonable compensation for their services. All compensation for services and expenses shall be paid from the Trust unless the Company, in its sole discretion, elects to pay them. To the extent not paid by the Company, such compensation and expenses shall be paid out of the principal or income of the Trust and charged to Accounts.

Section 9.6. Communications. Requests, claims, appeals, and other communications related to the Plan and directed to the Company or the Committee shall be in writing and shall be made by transmitting the same via the U.S. Mail, certified, return receipt requested, to the Sidekick Committee, c/o Senior Vice President of Human Resources, at the address listed in the latest summary description for the Plan.

Section 9.7. Claims.

(a) Filing Claims . A Participant or Beneficiary (or a person who in good faith believes he or she is a Participant or Beneficiary, i.e., a “claimant”) who believes he or she has been wrongly denied benefits under the Plan may file a written claim for benefits with the Administrator. Although no particular form of written claim is required, no such claim shall be considered unless it provides a reasonably coherent explanation of the claimant’s position.

(b) Decision on Claim . The Administrator shall in writing approve or deny the claim within sixty (60) days of receipt, provided that such sixty (60) day period may be extended for reasonable cause by notifying the claimant. If the claim is denied, in whole or in part, the Administrator shall provide notice in writing to the claimant, setting forth the following:

(1)

the specific reason or reasons for the denial;

(2)

a specific reference to the pertinent Plan provisions on which the denial is based;

(3)

a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material is necessary; and

(4)

the steps to be taken if the claimant wishes to appeal the decision to the Committee.

(c) Appeal of Denied Claim . (1) Filing Appeals . A claimant whose claim has been denied in whole or in part may appeal such denial to the Committee by filing a written appeal with the Administrator within sixty (60) days of the date of the denial. A decision of the Administrator which is not appealed within the time herein provided shall be final and conclusive as to any matter which was presented to the Administrator.

(2) Rights on Appeal . A claimant (or a claimant’s duly authorized representative) who appeals the Administrator’s decision shall, for the purpose of preparing such appeal, have the right to review any pertinent Plan documents, and submit issues and comments in writing to the Committee.

(d) Decision by Appeals Committee . The Committee shall make a final and full review of any properly appealed decision of the Administrator within sixty (60) days after receipt of the appeal, provided that such period may be extended for reasonable cause by notifying the claimant. The Committee’s decision shall be in writing and shall include specific reasons for its decisions and specific references to the pertinent Plan provisions on which its decision is based.

ARTICLE X

PLAN AMENDMENTS, PLAN TERMINATION,

AND MISCELLANEOUS

Section 10.1. Amendments and Termination.

(a) General . While it is intended the Plan shall continue in effect indefinitely, the Company may from time to time modify, alter or amend the Plan or the Trust, provided that no amendment affecting the rights, duties or responsibilities of the Trustee may be made without the Trustee’s consent. Except as otherwise inconsistent with Section 9.1(b), the Company may at any time order the temporary suspension or complete discontinuance of Before-tax Deposits, deferrals of Equity Awards or Employer Contributions, or may terminate the Plan. Except as described in subsection (b) following, no such amendment shall reduce the balance in any Participant’s Accounts determined as of the later of the date the amendment is adopted or effective.

(b) Amendments to Comply with Applicable Law . Nothing herein shall be construed to prevent any modification, alteration or amendment of the Plan or Trust which is required to comply with the provision of any applicable law or regulation relating to the establishment or maintenance of this Plan and Trust. Except as otherwise provided herein, or as necessary to comply with such law or regulation, no such amendment shall reduce the balance in any Participant’s Accounts determined as of the later of the date the amendment is adopted or effective.

(c) Participating Employers . An Employer may become a Participating Employer by agreeing to withhold and make contributions for its Employees as provided for herein. An Employer which becomes a Participating Employer thereby agrees to pay or provide for the payment of benefits hereunder to those Participants (and their Beneficiaries) employed by it, but only to the extent such benefits are attributable to contributions, and investment earnings and losses credited thereon, related to the period of such employment. A Participating Employer shall have no discretionary authority or control over the administration of the Plan or the Fund.

An Employer, other than the Company, which becomes a Participating Employer thereby agrees that any subsequent modifications, alterations and amendments to the Plan by the Company shall be deemed to have been adopted by the Participating Employer.

An Employer, other than the Company, may cease to be a Participating Employer by adopting a written resolution of its board of directors and delivering such resolution to the Committee. No resolution ending participation in the Plan shall be effective until thirty (30) days after it is received by the Committee. Unless otherwise provided herein, ceasing to be a Participating Employer shall not relieve such Employer of its obligation hereunder to provide for the payment of benefits credited to Accounts on behalf of Participants during the time such Employer was a Participating Employer.

(d) Plan Termination . If the Plan is terminated, the Committee may elect to either terminate or retain the Trust. Any decision to terminate the Plan or the Trust shall not reduce the balance of a Participant’s Accounts under the Plan as of the effective date of such termination, nor shall it terminate, amend or otherwise change the liability of the Company or Participating Employer to pay or provide for the payment of benefits under the Plan.

Section 10.2. Non-Guarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between an Employer and a Participant, or as a right of any Participant to be continued in the employment of an Employer, or as a limitation on the right of an Employer to discharge any Participant with or without notice or with or without cause.

Section 10.3. Rights to Trust Asset.

(a) Rights of Participants . No Participant or any other person shall have any right to, or interest in, any part of the Trust assets upon termination of employment or otherwise, except as otherwise provided under the Plan. If the assets of the Trust are insufficient to pay the vested amounts credited to a Participant’s Accounts, the Participant’s Employer shall pay any such amounts from its other general assets. If such Employer does not timely pay such benefits, then, except as described in Section 10.3(b), the sole recourse of a claimant Participant or Beneficiary shall be against such Employer and neither the Company nor any other Employer shall be responsible to pay or provide for the payment of such benefits or liable for the nonpayment thereof.

(b) Company Assumption of Liability . If the Participant’s employment is terminated due to the sale of the stock (or rights analogous to stock) or assets of his or her Employer by the Company, the Company shall assume and be responsible for the payment of benefits to such Participant as necessary pursuant to this Section 10.3 even though it may not have been such Participant’s Employer. The Company’s obligation under this Section 10.3(b) shall cease as of the earlier of the date all such benefits are paid to the affected Participant or the date the person who purchased such stock or assets, or a person who controls such person, agrees in writing to assume the liability for the benefits credited to the affected Participants by reason of their participation in the Plan.

Section 10.4. Suspension of Rules.

(a) Federal Securities and Other Laws . Notwithstanding anything in the Plan to the contrary, and to the extent and for the time reasonably necessary to comply with federal securities laws (or other applicable laws or regulations), elective deferrals, Participant investment-direction, and payment dates and forms under the Plan may be suspended, changed, or delayed as necessary to comply with such laws or regulations; provided, however, any payments so delayed shall be paid to the Participant or Beneficiary as of the earliest date the Committee determines that such payment will not cause a violation of any such laws or regulations.

(b) Section 162(m) . If the Committee reasonably determines that a scheduled payment of benefits under the Plan will not be deductible by an Employer by reason of Code section 162(m), it may, if and to the extent permitted by Code section 409A, suspend all such payments to the extent not so deductible. Payments so suspended shall be paid by the fifteenth (15th) day of the third month after the affected Participant dies, becomes Disabled, or incurs a Separation from Service, or if earlier, when such payment is deductible by the Company;

provided, however, if the Participant is a Specified Employee when he or she incurs a Separation from Service, payments suspended pursuant to this subsection shall be paid as described except the six (6) month anniversary of the actual Separation from Service shall be treated as the date the affected Participant Separated from Service.

(c) Offset for Amounts Due . A Participant’s vested Account balance may be reduced by one or more offsets to repay any amounts then due and owing to an Employer, unless another means of repayment is agreed to by the Committee. Except for the right to immediate offset for an amount up to $5,000, or such higher amount as allowed under Treasury Regulations or other directives, the Account balance shall not be so offset before it is otherwise scheduled to be paid to the Participant or Beneficiary and the amount then offset shall not exceed the amount that would be otherwise so paid.

Section 10.5. Requirement of Proof. In discharging their duties and responsibilities under the Plan, the Committee or other individual may require proof of any matter concerning this Plan, and no person shall acquire any rights or be entitled to receive any benefits under this Plan until such proof is furnished.

Section 10.6. Indemnification. The Company shall indemnify each member of the Committee and hold each of them harmless from the consequences of acts or conduct when done in their capacity as Committee members. This provision shall apply only if the member acted in good faith and in a manner reasonably believed to be solely in the best interests of the Participants and Beneficiaries and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Such indemnification shall cover any and all reasonable attorneys’ fees and expenses, judgments, fines and amounts paid in settlement, but only to the extent such amounts are (i) actually and reasonably incurred, (ii) not otherwise paid or reimbursable under an applicable Employer paid insurance policy, and (iii) not duplicative of other payments made or reimbursements due by the Company or its affiliates under other indemnity agreements.

In no event shall this Section 10.6 be construed to require the Company to indemnify third parties with whom it may contract to perform administrative or investment management duties or to indemnify the Trustee to any extent beyond what may be required under such contract or the Trust agreement, respectively.

Section 10.7. Non-Alienation and Taxes.

(a) General . Except as otherwise expressly provided herein or as otherwise required by law, no right or interest of any Participant or Beneficiary in the Plan and the Trust shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, attachment, garnishment, execution, levy, bankruptcy, or any other disposition of any kind, either voluntary or involuntary, prior to actual receipt of payment by the person entitled to such right or interest under the provisions hereof, and any such disposition or attempted disposition shall be void.

(b) Tax Withholdings . (1) General . Benefits earned under the Plan and payment of such benefits shall be subject to tax reporting and withholding as required by law and the amount of such withholding may be determined by treating such benefits as being in the nature of supplemental wages. If tax withholdings must be made before such benefits are paid to a Participant or Beneficiary (e.g., FICA taxes on Before-tax Deposits), they shall be made from other wages paid to such individual apart from the Plan to the extent reasonably possible; provided, however, if such other wages are insufficient for that purpose, the withholdings shall be made from and reduce Before-tax Deposits or Employer Contributions, as applicable, for the individual concerned or, if no such contributions are available, the relevant Employer shall advance the withholdings, the appropriate Account balance of the individual concerned shall be reduced in the same amount, and upon the direction of the Committee the Trustee shall remit to the Employer an amount equal to such reduction.

(2) Tax Consequences . Neither the Company nor any other Employer represents or guarantees that any particular federal, foreign, state or local income, payroll, or other tax consequence will result from participation in this Plan or payment of benefits under the Plan.

(c) Coordination with Code Section 457A . If a Participant is subject to Code Section 457A in a Plan Year, then to the extent required by Code Section 457A:

(1) His or her Before-tax Deposits for such year shall be deducted from the Participant’s Base Compensation and/or Bonus Compensation on an after-tax basis, and as a result the Employer Matching and Discretionary Contributions shall be calculated by taking into considered that such deposits are includible in the Participant’s compensation for such year;

(2) All allocations made during such Plan Year, including Employer Contributions and earnings credited on deferred amounts, shall be considered taxable income to the extent vested in such year;

(3) All prior deferred amounts shall be considered taxable income in such year to the extent vested (and not previously included in income); provided that with regard to amounts deferred that are attributable to services performed prior to January 1, 2009, such amounts shall not be required to be included in taxable income until December 31, 2017.

Notwithstanding any provision of the Plan to the contrary, the Administrator may authorize the payment of amounts in the year such amounts are included in income under this subsection (c) unless payment at such time would violate Code Section 409A.

Section 10.8. Not Compensation Under Other Benefit Plans. No amounts allocated to a Participant’s Account shall be deemed to be salary or compensation for purposes of the RSIP or any other employee benefit plan of the Company or any other Employer except as and to the extent otherwise specifically provided in such other plan.

Section 10.9. Savings Clause. If any term, covenant, or condition of this Plan, or the application thereof to any person or circumstance, shall to any extent be held to be invalid or unenforceable, the remainder of this Plan, or the application of any such term, covenant, or condition to persons or circumstances other than those as to which it has been held to be invalid or unenforceable, shall not be affected thereby, and, except to the extent of any such invalidity or unenforceability, this Plan and each term, covenant, and condition hereof shall be valid and shall be enforced to the fullest extent permitted by law.

Section 10.10. Facility of Payment. If the Committee shall determine a Participant or Beneficiary entitled to a distribution hereunder is incapable of caring for his or her own affairs because of illness or otherwise, it may direct any distribution from such Participant’s Accounts be made, in such shares as it shall determine, to the Spouse, child, parent or other blood relative of such Participant or Beneficiary, or any of them, or to such other person or persons as the Committee may determine, until such date as it shall determine such incapacity no longer exists; provided, however, the exercise of this discretion shall not cause an acceleration or delay in the time of payment of Plan benefits except to the extent, and only for the duration of, the time reasonably necessary to resolve such matters or otherwise protect the interests of the Plan. The Committee shall be under no obligation to see to the proper application of the distributions so made to such person or persons and any such distribution shall be a complete discharge of any liability under the Plan to such Participant or Beneficiary, to the extent of such distribution.

Section 10.11. Requirement of Releases. If in the opinion of the Committee, any present or former Spouse or dependent of a Participant or other person shall by reason of the law of any jurisdiction appear to have any bona fide interest in Plan benefits that may become payable to a Participant or with respect to a deceased Participant, or otherwise has asserted such a claim, the Committee may direct such benefits be withheld pending receipt of such written releases as it deems necessary to prevent or avoid any conflict or multiplicity of claims with respect to the payment of such benefits, but only to the extent and for the duration reasonably necessary to resolve such matters or otherwise protect the interests of the Plan.

Section 10.12. Board Action. Any action which is required or permitted to be taken by the Board of Directors of the Company under the Plan may be taken by the Compensation Committee of such board or any other authorized committee of such board.

Section 10.13. Computational Errors . In the event mathematical, accounting, or similar errors are made in processing or paying a benefit under the Plan, the Committee may make such equitable adjustments as it deems appropriate (which may be retroactive) to correct such errors.

Section 10.14. Unclaimed Benefits. In the event any person who is entitled to benefits hereunder cannot be located despite reasonable and diligent efforts to do so, then such person’s benefits shall be automatically forfeited as of the last day of the Plan Year next following the year in which such benefits first became payable; provided, however, in the event such person subsequently makes a valid claim for such forfeited benefits prior to the termination of the Plan, such benefits shall be reinstated and immediately paid.

Section 10.15. Communications. The Committee, or its delegate, or the Trustee, as to the function or authority concerned, shall prescribe such forms of communication, including forms for benefit application and the like, with respect to the Plan and Fund as it deems appropriate. Except as otherwise prescribed by such persons or otherwise provided by governing statute or regulation, any such communication and assent or consent thereto may be handled by electronic means.

ARTICLE XI

TRANSITIONAL RULES

Section 11.1. Introduction. This Plan document is effective on January 1, 2009 (i.e., the “effective date”) and, except as otherwise provided herein, shall apply only to those Participants who are eligible to actively participate in the Plan on or after the effective date. For the period that began on January 1, 2005 and ended December 31, 2008, the Plan as in effect on December 31, 2004 governed the rights and obligations of the Company and Participants, except as modified by the Company in its discretion so that the Plan and its operations were in good faith compliance with Code Section 409A.

Section 11.2. Amounts Deferred Under Prior Plan. Account balances (including earnings and losses on such balances regardless of when incurred) attributable to deposits and contributions for periods before 2005 shall be accounted for separately from account balances attributed to deposits and contributions for periods after 2004 and such pre-2005 deferrals shall be governed by the terms and conditions of the Plan as in effect on December 31, 2004, which are contained in a separate plan document; provided that if any such amounts are includible in income under Code Section 457A, then payment of such amounts shall be subject to the provisions of Section 10.7(c) hereof .

SCHEDULE 1 – BASE COMPENSATION

Items Included

Items Excluded

Base salary before deferrals for:

• 401(k) plan before-tax employee contributions;

• Section 125 plan (flexible benefit, cafeteria plan) pre-tax employee contributions; and

• Section 132(f)(4) plan (transportation benefit plan) pre-tax employee contributions

All other items of compensation

SCHEDULE 2 – BONUS COMPENSATION

•

Performance Awards under the Pentair plc 2012 Stock and Incentive Plan that are not Equity Awards

•

Management Incentive Plan (“MIP”)

•

Local GBU-specific annual bonus plans (Flow participants only), but excluding any Tracer Industries Management, LLC bonus plan

SCHEDULE 3

COMMITTEE MEMBERS

1.	Senior Vice President of Human Resources

2.	Vice President of Compensation and Benefits

3.	Vice President of Treasury and Tax

Exhibit 10.13

PENTAIR, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective as of the Re-domicile Date (as defined below)

TABLE OF CONTENTS


Section 1.	Name of Plan	1

Section 2.	General Definitions	1

Section 3.	Participation, Vesting and Benefit Service, and Rules Governing the Crediting of Service, Disability and the Determination of Compensation and Final Average Compensation	6
(a)	Participation	6
(b)	Vesting	7
(c)	Benefit Service	7
(d)	Service Credits	7
(e)	Disability	8
(f)	Compensation	9

Section 4.	Payments in the Event of Death Before the Benefit Commencement Date	10
(a)	General	10
(b)	Vested Participant	10
(c)	Amount and Timing of Benefit Payment	10
(d)	Beneficiary	10

Section 5.	Payment of Retirement Benefits	11
(a)	General	11
(b)	Lump Sum	11
(c)	Re-Employment after Commencement of Benefits	11
(d)	Death Before End of 180 Month Period	11
(e)	Beneficiary	12
(f)	Non-Alienation	12
(g)	Miscellaneous	12

Section 6.	Confidentiality, Covenants Not to Compete, and Non-Solicitation	13
(a)	General	13
(b)	Forfeiture and Other Remedies	14

Section 7.	Funding and Payment of Benefits	15
(a)	General	15
(b)	Employer Company	15
(c)	Company Assumption of Liability	15
(d)	Participation by Other Group Members	15

Section 8.	Default	16

Section 9.	Administration of the Plan	16
(a)	General	16
(b)	Committee	16
(c)	Discretion	17


(d)	Indemnity	17
(e)	Code Section 409A	17
(f)	Use of Professional Services	17
(g)	Communications	17

Section 10.	Effect of KEESA	18

Section 11.	Amendment or Termination	18
(a)	General	18
(b)	Limitation on Power to Amend or Terminate	18
(c)	Change in Control	19
(d)	Continuation of Plan Provisions	19

Section 12.	Claims	19
(a)	Filing Claims	19
(b)	Decision on Claim	19
(c)	Appeal of Denied Claim	19
(d)	Decision by Appeals Committee	20

Section 13.	Miscellaneous	20
(a)	Employer’s Rights	20
(b)	Interpretation	20
(c)	Withholding of Taxes	20
(d)	Offset for Amounts Due	20
(e)	Computational Errors	20
(f)	Requirement of Proof	21
(g)	Tax Consequences	21
(h)	Communications	21
(i)	Not Compensation Under Other Benefit Plans	21
(j)	Choice of Law	21
(k)	Savings Clause	21
(l)	Change in Control	21

Section 14.	Transition Rules	21
(a)	General.	21
(b)	2004 Vested Participants Benefits	21
(c)	Excess	22

APPENDIX A		23

SCHEDULE 1		25

SCHEDULE 2		26

TABLE 1		27

PENTAIR, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Section 1. Name of Plan . This plan shall be known as the Pentair, Inc. Supplemental Executive Retirement Plan.

Section 2. General Definitions . Unless the context requires otherwise, when used herein the terms listed below, when capitalized or applied to such capitalized terms, shall have the following meanings:

(1) “Adjustment Factor” is the factor used in adjusting the Pension Amount to reflect the period of time between the date a vested Participant Separates from Service and his or her Benefit Commencement Date. With respect to such a Participant who survives to his or her Benefit Commencement Date and who so separates:

(a)

on or after attaining age fifty-five (55), the Adjustment Factor is 1.03441 (i.e., the Pension Amount is adjusted to reflect the period beginning on the first day of the month next following the month in which the Participant Separates from Service to the Benefit Commencement Date); or

(b)

before attaining age fifty-five (55), the Adjustment Factor is the appropriate factor set forth in Table 1 to reflect the period beginning on the first day of the month next following the month in which the Participant Separates from Service and ending on the Benefit Commencement Date.

(2) “Administrator” is the Company.

(3) “Beneficiary” is a person entitled to receive any benefits payable under the Plan after a former Participant’s death.

(4) “Benefit Commencement Date” is generally the first day of the first month as of which a Participant’s Retirement Benefit is payable. For a vested Participant who Separates from Service on or after attaining age fifty-five (55), the Benefit Commencement Date is the first day of the month next following the six-month anniversary of the date the Participant Separates from Service. For a vested Participant who Separates from Service before attaining age fifty-five (55), the Benefit Commencement Date is the later of the date described in the immediately preceding sentence and the first day of the month next following the month which includes his or her fifty-fifth (55th) birthday. For a Participant who becomes disabled, the Participant’s Benefit Commencement Date shall be the first day of the month next following the month in which the Participant’s sixty-fifth (65 ^th ) birthday occurs, as provided in Section 3(e).

(5) “Benefit Service” is the number of Years of Service, beginning with the calendar year which includes the individual’s Benefit Service Date, during which an individual completes 1,000 Hours of Service as an Eligible Employee.

(6) “Benefit Service Date” is the date from and after which an individual may earn Benefit Service. An individual’s Benefit Service Date shall be listed on Schedule 1.

(7) “Board” is the Board of Directors of the Company.

(8) “Change in Control” is, with respect to periods ending prior to or upon the Merger, a change in control of the Company as defined in the Pre-Merger KEESA or, with respect to periods ending after the Merger, a change in control as defined in the Post-Merger KEESA.

(9) “Code” is the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code shall be deemed to refer to any successor provision thereto and the regulations promulgated thereunder.

(10) “Committee” is the Compensation Committee of the Board. If the Committee is not in existence, then all references to the Committee herein shall mean the Board.

(11) “Company” is Pentair, Inc., a Minnesota corporation, or any successor thereto.

(12) “Compensation” is any item or class of remuneration or part thereof listed or described in the left-hand column of Schedule 2 and not any such items listed or described in the right-hand column of Schedule 2. In the event a remuneration item is not listed or described in Schedule 2, the Administrator shall determine whether such item is included or excluded from Compensation by taking into account the nature of the item and its similarity to an item which is so listed.

(13) “Conversion Factor” is the factor used to convert the Pension Amount into the Monthly Installment and shall be 113.4.

(14) “Covered Termination” is a covered termination, as defined in the KEESA, which entitles the Participant to a termination payment pursuant to Sections 8 and 9(a) of the KEESA.

(15) “Disabled” or “Disability” is a physical or mental condition, resulting from physical or mental sickness or injury, which prevents the individual from engaging in any substantial gainful activity, and which condition can be expected to last for a continuous period of not less than twelve (12) months.

(16) “Effective Date” is, with respect to this amended and restated Plan document, the Re-domicile Date.

(17) “Eligible Employee” is an individual who, on or after the Effective Date, is (i) a full time employee of a Group member, (ii) a citizen or lawful permanent resident of the United States, and (iii) either (x) an officer of Pentair plc appointed by the board of directors of Pentair plc or (y) the President of a substantial, operating Group member other than the Company or comparable position (e.g., head of a major operating division of a Group member) who, in the case of this clause (y), has been nominated by the Company’s Chief Executive Officer for participation in the Plan and such participation has been approved by the Committee; provided, however, the Committee may waive prospectively the requirement that an individual be a U.S. citizen or lawful permanent resident and, with respect to such an individual and to the extent otherwise consistent with Plan terms, may modify other aspects of the Plan if, in the Committee’s sole discretion, such waiver or modification, or both, is appropriate under the circumstances and given tax and other governmental regulatory provisions applicable to such individual and his or her Employer Company.

(18) “Employer Company” is the Group member which employs a Participant as of the date the Participant has a Separation from Service or otherwise terminates all Group employment due to death or Disability.

(19) “ERISA” is the Employee Retirement Income Security Act of 1974, as amended. Any reference to a specific provision of ERISA shall be deemed to include any successor provision thereto and the regulations promulgated thereunder.

(20) “Final Average Compensation” is the average Compensation determined by averaging Compensation in those five (5) consecutive calendar years out of the last ten (10) consecutive calendar years, ending with the calendar year which ends coincident with or immediately preceding the date the Participant has a Separation from Service or otherwise ceases to be an Eligible Employee, whichever occurs first, for which the average Compensation is the highest.

Notwithstanding the immediately preceding paragraph, Final Average Compensation shall not be less than the average Compensation for the sixty (60) months immediately preceding the date the Participant has a Separation from Service or otherwise ceases to be an Eligible Employee, whichever occurs first, determined as the sum of Compensation in the final calendar year of such employment plus Compensation in each of the four (4) calendar years preceding the final calendar year of such employment plus a percentage of the Compensation for the entire fifth calendar year preceding the final calendar year of such employment; such percentage shall be determined as twelve minus the number of full calendar months for which Compensation was payable in the final calendar year of such employment divided by the number of months for which Compensation was paid in the fifth calendar year preceding the final calendar year of such employment.

If the Participant’s relevant Compensation history is for less than the stated period of time (e.g., less than five (5) years; less than ten (10) years), then such actual period shall be substituted in determining Final Average Compensation (e.g., if the individual has six (6) years of Compensation history, the high five (5) consecutive years within such six (6) years shall be used in determining the average; if the individual has three (3) years of Compensation history, all such Compensation shall be used in determining the average).

(21) “Group” is the Company and, except as prescribed by the Administrator, each other corporation or unincorporated business which is a member of a controlled group of corporations or a group of trades or businesses under common control (within the meaning of Code section 414(b) or (c)) which includes the Company, but with respect to other business entities during only the periods of such common control with the Company.

(22) “Hour of Service” is each hour which an individual is paid or entitled to payment from a Group member for (i) the performance of duties as its employee and (ii) reasons related to such employment but other than for the performance of duties, such as vacation, illness, jury

duty, military duty or leave of absence other than (x) payments made or due under a plan maintained solely to comply with worker’s compensation, unemployment compensation, or disability insurance laws, or (y) payments made solely for reimbursement of medical or medically related expenses; provided, however, no more than 501 Hours of Service shall be credited under clause (ii) immediately preceding for any single continuous period during which no duties as such an employee are performed. An individual shall not receive duplicate Hour of Service credits for the same period of service or absence.

Regardless of the actual number of Hours of Service completed during a year, in determining whether 1,000 Hours of Service have been completed during a calendar year an individual shall be credited with forty-five (45) Hours of Service for each calendar week the individual is otherwise credited with an Hour of Service pursuant to the immediately preceding paragraph.

(23) “KEESA” is the Post-Merger KEESA or the Pre-Merger KEESA, if any, in effect at the time of the applicable event. A “Post-Merger KEESA” is the Key Executive Employment and Severance Agreement, if any, in effect for the Participant after the consummation of the Merger. A “Pre-Merger KEESA” is the Key Executive Employment and Severance Agreement, if any, in effect for the Participant prior to the consummation of the Merger.

(24) “Merger” is the merger contemplated by the Merger Agreement among the Company, Tyco International Ltd., Pentair Ltd., Panthro Acquisition Co. and Panthro Merger Sub, Inc., as amended, pursuant to which, on September 28, 2012, the Company became an indirect wholly-owned subsidiary of Pentair Ltd.

(25) “Monthly Installment” is a monthly payment, commencing as of the Participant’s Benefit Commencement Date, payable for one hundred eighty (180) consecutive months, and shall be determined by dividing the Participant’s Pension Amount by the Conversion Factor, with such monthly payment rounded to the nearest whole dollar amount.

(26) “Participant” is an Eligible Employee who has become covered by the Plan. Once an individual has become so covered, he or she shall remain a Participant, except as provided in Section 3, until the first to occur of his or her death, Disability, or Separation from Service; provided, however, if the individual has a non-forfeitable right to a Retirement Benefit as of the date he or she incurs such an event (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual), then absent death the individual shall remain a Participant until the individual has received his or her entire Retirement Benefit or the Retirement Benefit has been forfeited as provided for in Section 6(b).

(27) “Participation Date” is the later of (i) January 1, 1999 and (ii) the earlier of (x) the date an individual becomes an Eligible Employee described in Section 2(17)(iii)(x) and (y) for an individual described in Section 2(17)(iii)(y), the date such individual’s nomination is approved by the Committee or such earlier date as may be provided in approving such nomination. An individual’s Participation Date shall be listed on Schedule 1.

(28) “Pension Amount” is an amount equal to the Participant’s Final Average Compensation multiplied by fifteen percent (15%) multiplied by the Participant’s Benefit Service, with such amount then multiplied by the Adjustment Factor if the Participant Separates from Service and survives to his or her Benefit Commencement Date.

(29) “Pentair Ltd.” is Pentair Ltd., a Swiss company, or any successor thereto.

(30) “Pentair plc” is Pentair plc, an Irish company, or any successor thereto.

(31) “Plan” is the retirement plan herein described. When this term is modified by or with reference to a certain date (e.g., Plan as in effect before year XXXX), it shall refer to the Plan as described in the Plan document in effect for the period referenced.

(32) “Re-domicile Date” is the effective date of the consummation of the merger of Pentair Ltd. with and into Pentair plc.

(33) “Retirement Benefit” is the monthly retirement benefit payable under the Plan as the Monthly Installment.

(34) “Spouse” is an individual whose marriage to a Participant is recognized under the laws of the United States (or any one of the states) and who is considered the Participant’s spouse by the Internal Revenue Service for purposes of the Code.

(35) “Separates from Service” or “Separation from Service” is the termination of employment as an employee, from all business entities that comprise the Group, for reasons other than death or Disability. A Participant will be deemed to have incurred a Separation from Service when the level of bona fide services performed by the Participant for the Group permanently decreases to a level equal to twenty percent (20%) or less of the average level of services performed by the Participant for the Group during the immediately preceding thirty-six (36) month period (or such lesser period of service). Notwithstanding the foregoing, a Participant on a bona fide leave of absence from the Group shall be considered to have incurred a Separation from Service no later than the six (6) month anniversary of the absence (or twenty-nine (29) months in the event of an absence due to a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position or a substantially similar position) or the end of such longer period during which the individual has the right by law or agreement to return to employment upon the expiration of the leave. Notwithstanding the foregoing, if following the Participant’s termination of employment from the Group the Participant becomes a non-employee director or becomes or remains a consultant to the Group, then the date of the Participant’s Separation from Service may be delayed until the Participant ceases to provide services in such capacity to the extent required by Code section 409A.

(36) “Year of Service” is a calendar year in which an individual completes 1,000 Hours of Service.

Section 3. Participation, Vesting and Benefit Service, and Rules Governing the Crediting of Service, Disability and the Determination of Compensation and Final Average Compensation.

(a) Participation.

(1) General . The primary purpose of the Plan is to provide supplemental retirement benefits to Eligible Employees. It is intended that such employees constitute a select group of management or highly paid employees, within the meaning of ERISA section 201(2), of the Group. Except as provided in Section 3(d)(6), in the event an individual who is not within such a select group becomes covered by the Plan, then notwithstanding any Plan provision to the contrary such individual’s participation in the Plan shall immediately cease.

Because the Plan is described in ERISA section 201(2), and other ERISA provisions corresponding thereto, certain provisions of ERISA do not apply to it and the benefits earned thereunder, including the provisions of Parts 2, 3, and 4 of Title I of ERISA relating to participation and vesting, funding, and fiduciary responsibilities, respectively. In addition, the Plan is not a tax-qualified plan under the Code, and thus the Plan and benefits paid hereunder are not subject to certain rules which apply to benefits payable under such qualified plans including the annual compensation and benefit limits under Code sections 401(a)(17) and 415, respectively, and the manner in which a Participant’s or Beneficiary’s Plan benefits are subject to income tax.

(2) Acceptance . Unless an Eligible Employee declines to become covered by the Plan by delivering a written notice to that effect to the Administrator within thirty (30) days (or such earlier date as the Administrator may prescribe) of what would be otherwise his or her Participation Date, he or she shall have accepted all the terms and conditions of the Plan, including the provisions of Section 6, and without regard to whether he or she becomes entitled to receive a benefit under the Plan. If such a declination is made, the individual shall not be covered by the Plan and no benefits shall be payable hereunder to or with respect to such individual; provided, however, the declination shall not be compensated for or replaced with any other current or future item of compensation and shall not constitute a waiver, release, or modification of any restrictions or covenants relating to such individual’s employment or termination of employment arising under agreements apart from the Plan or under applicable law. Once Plan participation is accepted or declined, such action shall be effective as to the individual concerned regardless of any later break in service and return to covered employment.

(3) Effective Date Participants . The names of the Eligible Employees covered by the Plan as of the Effective Date and their Participation and Benefit Service Dates are listed on Schedule 1. From time to time Schedule 1 shall be amended to list the names of additional Eligible Employees who have become covered by the Plan and their Participation and Benefit Service Dates.

(b) Vesting.

(1) General . Except as otherwise expressly provided herein, all benefits otherwise payable under the Plan to or with respect to a Participant shall be forfeited if the Participant has a Separation from Service before completing five (5) Years of Service.

(2) Death or Disability . A Participant who dies or becomes Disabled while employed by a Group member shall be fully vested in his or her Retirement Benefit.

(3) Automatic Acceleration of Vesting . If a Participant has a Covered Termination under his or her KEESA, then immediately before such termination the Participant shall be considered fully vested in his or her Retirement Benefit.

(4) Other Forfeiture . Notwithstanding the foregoing provisions of this Section 3(b), except as otherwise provided under the Plan, all benefits otherwise payable under the Plan to or with respect to a Participant or former Participant shall be subject to forfeiture to the extent provided in Section 6(b).

(c) Benefit Service . (1) Benefit Service Date . For an individual who becomes an Eligible Employee on or after the Effective Date, the Benefit Service Date shall be the same date as his or her Participation Date.

(2) Benefit Service Date of Effective Date Participants . The Benefit Service Date of an individual who is an active Participant immediately before and as of the Effective Date shall be the date listed on Schedule 1 for such individual and such date may precede the individual’s Participation Date.

(3) Benefit Service . An individual who ceases to be a Participant by reason of death while an Eligible Employee shall be considered to have completed a Year of Service in the year of death for purposes of determining the Benefit Service earned by such individual, regardless of the actual Hours of Service credited for such year.

(4) Benefit Service Upon a Covered Termination . If a Participant incurs a Covered Termination, then immediately before such termination the Participant shall be credited with additional Years of Service for determining Benefit Service equal to the lesser of (i) three (3) and (ii) the greater of (x) seven (7) minus the Benefit Service credited to such Participant under the Plan, determined without regard to this Section 3(c)(4), as of the first day of the Plan Year beginning immediately after such termination and (y) zero (0). The Benefit Service provided for by this Section 3(c)(4) shall be in addition to a Participant’s Benefit Service under the Plan determined without regard to this Section 3(c)(4).

(d) Service Credits.

(1) General . Subject to other Plan provisions, a Participant’s Years of Service shall be based upon the completion of 1,000 Hours of Service during a calendar year.

(2) No Vesting Service Before Participation Date . No Year of Service completed before the calendar year which includes an individual’s Participation Date shall be considered for purposes of applying Section 3(b)(1).

(3) Non-Duplication of Service Credit . In no event shall a Participant be credited for more than one (1) Year of Service with respect to any one (1) calendar year. In the event service credit for a period must be provided under the Plan by reason of applicable law (e.g., USERRA) and such credit duplicates service credit otherwise provided under the Plan, then the service crediting provision which is most beneficial to the Participant under the circumstances shall be applied but without duplication of service credit for the same period.

(4) Leaves of Absence . In the sole discretion of the Committee, a Participant may be granted service credit for a period of absence from active employment due to illness, personal circumstances, or such other events as the Committee may authorize under the circumstances and in such amount, manner or type of service credit as the Committee deems appropriate under the circumstances, but in no event shall such service credit duplicate any such credit otherwise provided under the Plan for the same period or extend beyond the date the Participant Separates from Service.

(5) Break in Service . Except as determined in the discretion of the Committee, if a Participant Separates from Service before he or she has a nonforfeitable right to a Retirement Benefit by reason of Section 3(b)(1) and thereafter returns to employment as an Eligible Employee, all service credits earned prior to such termination shall be ignored and the individual’s service credits shall be determined as if he or she had not been previously employed by any Group member.

(6) Transfer . If an individual becomes a Participant and subsequently, and without a Separation from Service, is employed with a Group member as other than an Eligible Employee, then upon the occurrence of such event the individual shall cease all active participation under the Plan (e.g., he or she will no longer accrue benefits under the Plan). Such an individual shall continue to be covered by the Plan with respect to determining his or her vesting rights and for purposes of applying Plan provisions related to the payment of nonforfeitable benefits.

(e) Disability.

(1) General . This Section describes a special service credit and other rules which apply to a Participant who becomes Disabled before age sixty-five (65) and while he or she is an Eligible Employee (i.e., a “Disabled Participant”). In no event shall a Participant be considered Disabled until and unless he or she supplies all information and takes all acts (e.g., submits to medical examinations) reasonably requested by the Administrator to establish the fact of his or her Disability.

elapse during the Disability period. The Disability period shall begin on the date of Disability as determined by the Administrator, taking into account any applicable waiting period (e.g., end of short-term disability period) prescribed by the Administrator for this purpose, and shall end on the earliest of (i) the date the Participant is no longer Disabled or is considered not to be Disabled, (ii) the date the Disabled Participant attains age sixty-five (65), and (iii) the date of the Participant’s death.

(3) Final Average Compensation . A Participant’s Final Average Compensation, determined as of the beginning of the Disability period, shall not change during the Disability period. If a Disabled Participant recovers from the Disability before attaining age sixty-five (65) and returns to employment as an Eligible Employee, Final Average Compensation shall be determined as otherwise provided under the Plan and by assuming the Participant’s Compensation during the Disability period was equal to the Participant’s Final Average Compensation as of the beginning of the Disability period.

(4) Payment of Disability Benefit . A Disabled Participant shall be entitled to a Retirement Benefit commencing as of the first day of the calendar month next following the Participant’s attainment of age sixty-five (65), even if such individual recovers from such Disability prior to such date.

(5) Death During the Disability Period . If a Disabled Participant dies during the Disability period or the Disability Period ends by reason of attainment of age sixty-five (65) and the Disabled Participant dies before benefits commence, a death benefit shall be paid after such Disabled Participant’s death to the extent provided in Section 4.

(6) Proof of Disability . The Administrator shall determine whether and when a Participant is Disabled and may adopt such rules and procedures as it deems appropriate for this purpose. Once a Participant is determined to be Disabled, the Administrator may require the Participant to verify that he or she remains Disabled, and such verification may include requiring the Participant to submit to one or more medical examinations. If a Participant fails to supply information or take action as requested by the Administrator in order to determine whether the Participant is or remains Disabled, the Participant shall not be considered Disabled or shall be considered to have recovered from the Disability, as the case may be, except that in no event shall benefits commence prior to the Participant’s age sixty-five (65).

(f) Compensation.

(1) General . Compensation, and thereby Final Average Compensation, shall be determined solely with respect to such remuneration earned from and after a Participant’s Benefit Service Date and during the period of employment as an Eligible Employee. In the event a Participant is employed with a Group member before becoming an Eligible Employee or, subject to the provisions of Section 3(d)(6), after ceasing to be an Eligible Employee, the Administrator shall determine the Compensation allocable to periods of such employment in each capacity in such manner as it deems reasonable in its sole discretion under the circumstances (e.g., allocation of MIP bonuses for the year in which an individual is promoted to an Eligible Employee).

(2) Determination . The amount of Compensation, and thereby Final Average Compensation, shall be as determined from the books and records of the employing Group member and shall be determined on the basis of when the Compensation is paid to the Participant; provided, however, items of Compensation or portions thereof may be determined on the basis of when the item is earned (in which case the item or portion shall not be again counted as an item or portion of Compensation when paid) by the Participant if and to the extent the Administrator determines such treatment is appropriate under the circumstances (e.g., including MIP bonuses earned during the final year of employment as Compensation before such bonus is actually paid; including an amount deferred at the election of the Participant as Compensation when it otherwise would have been paid but for such election).

Section 4. Payments in the Event of Death Before the Benefit Commencement Date.

(a) General . This Section describes the pre-retirement death benefit payable under the Plan to a Beneficiary under circumstances where an individual, who was a Participant immediately before his or her death, dies before the Benefit Commencement Date. Except as provided in Appendix A, this death benefit shall be in lieu of any other benefits under the Plan with respect to such a Participant.

(b) Vested Participant . No death benefit shall be payable pursuant to this Section 4 unless the deceased former Participant had a non-forfeitable interest in his or her Retirement Benefit (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual) as of the date of death or as a consequence of such death (e.g., death while in service with a Group member); provided, however, such a Participant who otherwise had such a non-forfeitable interest shall not be considered to have had such an interest if he or she is subsequently determined to have forfeited such benefit as provided for in Section 6(b), even if such action or determination is made after such Participant’s death.

(1) General . Except as otherwise provided herein, the benefit payable to the Beneficiary shall be determined by multiplying the Participant’s Pension Amount, determined as of the end of the month which includes the date of death and as if the Participant had not died, by the appropriate factor from Table 1 to reflect the period, if any, beginning on the first day of the calendar month next following the calendar month in which the Participant died and ending on the later of the first day of the third calendar month next following the calendar month of such Participant’s death and the first day of the calendar month immediately following the calendar month in which such Participant, had he or she survived, would have attained age fifty-five (55).

(2) Lump Sum . The death benefit provided under this Section 4 shall be paid to the Beneficiary in a lump sum within ninety (90) days following the date of the Participant’s death.

(d) Beneficiary . The identity of the Beneficiary and the rules with respect to the payment of benefits to such Beneficiary shall be as provided in Section 5.

Section 5. Payment of Retirement Benefits.

(a) General . The Participant shall be responsible for providing such information as the Administrator deems appropriate or useful for processing the payment of the Retirement Benefit. Unless and only to the extent there is a good faith dispute over the right to the Retirement Benefit or the amount due (and reasonable corresponding efforts to resolve same), the Retirement Benefit shall be paid commencing as of the Benefit Commencement Date based on the information reasonably available to the Administrator. If there is a delay in the actual commencement of the Retirement Benefit past the Benefit Commencement Date, the Benefit Commencement Date shall not change and the Participant shall be entitled to receive those benefits which would have been paid on or after such date, but for the delay, but without interest thereon.

(b) Lump Sum . Notwithstanding anything herein to the contrary, the Retirement Benefit shall be paid to the Participant in a lump sum on the Benefit Commencement Date if the Pension Amount payable hereunder, plus the Pension Amount payable to the Participant under the Pentair, Inc. Restoration Plan (if any), is $150,000 or less as of the Benefit Commencement Date.

(1) General . If a Participant has commenced receiving a Retirement Benefit and subsequent to such commencement again becomes an employee of a Group member, then payment of such benefit shall not cease during the period of re-employment by reason of such re-employment.

(2) Additional Benefit . In the event the Participant so returns to employment as an Eligible Employee, the Retirement Benefit and Section 4 death benefit payable, if any, for the period of such re-employment shall be determined and paid as if the Participant had no prior service with a Group member except all of such a Participant’s Years of Service, whether earned before or after such re-employment, shall be aggregated for purposes of applying Section 3(b)(1).

(d) Death Before End of 180 Month Period.

(1) Death After the Benefit Commencement Date . If a Participant to whom the Retirement Benefit is being paid dies after the Benefit Commencement Date and before the end of the one hundred eighty (180) month period over which such benefit is payable, the monthly benefit for the balance of such period shall continue to be paid to such Participant’s Beneficiary.

(2) Others . The benefit payable after the death of any former Participant not described in paragraph (1) immediately preceding shall be determined under Section 4.

(e) Beneficiary.

(1) General . Except as otherwise limited by paragraph (2) immediately following, a Participant may at any time and without the consent of any other person designate a Beneficiary, or change any such prior designation, entitled to receive any Plan benefits payable after the Participant’s death. No such purported designation shall be effective unless it is made in such form and manner as prescribed by the Administrator. No person shall be recognized as a Beneficiary unless and until such person provides such information or certifications as required under the circumstances by the Administrator. If there is a delay in the payment of the death benefit to the Beneficiary past the date otherwise provided under the Plan (e.g., there is a delay in determining the person entitled to receive such benefits), the Beneficiary shall be entitled to receive the benefit which would have been paid to such Beneficiary on or after such date, but for the delay, but without interest thereon.

(2) Married Participants . The sole primary Beneficiary of (i) a Participant or former Participant who has a Spouse as of such Participant’s Benefit Commencement Date or (ii) a former Participant with respect to whom a benefit is payable under Section 4, and who is survived by a Spouse, shall be such Spouse. In the event such Spouse (x) waives the right to be the sole primary beneficiary of the Participant in such form and manner as prescribed by the Administrator, (y) does not survive such Participant under the circumstances described in clause (i) immediately preceding or (z) does not survive the one hundred eighty (180) month term certain period over which such benefits are payable, such Participant’s Beneficiary with respect to any benefits payable after such Participant’s death shall be determined as otherwise provided in this Section 5(e) without regard to this paragraph (2).

(3) Default Takers . If a Participant or former Participant fails to make a valid beneficiary designation, makes such a designation but is not survived by any of the persons named as a primary or contingent beneficiary, makes such a designation but the beneficiary named does not survive the period over which the benefits are paid and no other designated beneficiary is then entitled to the share of such deceased beneficiary, or makes such a designation but such designation does not effectively dispose of all benefits payable after such Participant’s death, then, and to the extent such benefits are payable after such Participant’s death, all such benefits shall be paid to the executor or personal representative of such Participant’s estate or, if there is no such person, then in accordance with the laws of intestate succession of the jurisdiction in which such Participant was domiciled as of the date of death.

(f) Non-Alienation . Except as otherwise provided under the Plan or as required under applicable law, unless otherwise determined by the Administrator, no right or benefit under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void, and no such right or benefit shall be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person entitled to such right or benefit, and no such right or benefit shall be subject to garnishment, attachment, execution, or levy of any kind.

(g) Miscellaneous.

(1) Payment on Behalf of Incompetent Participants or Beneficiaries . If the Administrator shall determine a Participant or Beneficiary entitled to a distribution hereunder is incapable of caring for his or her own affairs because of illness or otherwise, it may direct that any Plan benefit payments be made in such shares as it shall determine, to the attorney-in-fact,

Spouse, child, parent or other blood relative of such Participant or Beneficiary, or any of them, or to such other person or persons as the Administrator may determine, until such date as it shall determine such incapacity no longer exists; provided, however, the exercise of this discretion shall not cause an acceleration or delay in the time of payment of Plan benefits except to the extent, and only for the duration of, the time reasonably necessary to resolve such matters or otherwise protect the interests of the Plan and the Company. The Administrator shall be under no obligation to see to the proper application of the payments so made to such person or persons and any such payment shall be a complete discharge of any liability under the Plan to such Participant or Beneficiary, to the extent of such distribution.

(2) Mailing and Lapse of Payments . All payments under the Plan shall be delivered in person or mailed to the last address supplied to the Administrator by the Participant or Beneficiary, as the case may be. If after reasonable inquiry the Administrator cannot locate the person entitled to the Plan benefits, then payment of such benefits shall be suspended. If such person is thereafter located, however, then such suspension shall immediately cease and the person shall be entitled to receive all benefits he or she would otherwise have been entitled to receive under the Plan but for such suspension, but without interest thereon.

(3) Overpayment . If the benefits paid to any person exceed the benefits to which the person was actually entitled, then to the extent of such excess, and as and when payable, future benefits shall be reduced in such manner as the Administrator deems appropriate or, if such reduction is not possible, the Administrator may undertake such actions as it deems reasonable to recover the excess.

(4) Address and TIN . Each Participant or Beneficiary shall be responsible for furnishing the Administrator with his or her correct current address and taxpayer identification number.

(5) Requirement of Releases . If in the opinion of the Administrator, any present or former Spouse or dependent of a Participant or other person shall by reason of the law of any jurisdiction appear to have any bona fide interest in Plan benefits that may become payable to a Participant or with respect to a deceased Participant, or otherwise has asserted such a claim, the Administrator may direct such benefits be withheld pending receipt of such written releases as it deems necessary to prevent or avoid any conflict or multiplicity of claims with respect to the payment of such benefits, but only to the extent and for the duration reasonably necessary to resolve such matters or otherwise protect the interests of the Plan and the Company.

Section 6. Confidentiality, Covenants Not to Compete, and Non-Solicitation .

service. Therefore, in consideration of the extension of the Plan to an Eligible Employee, he or she agrees that (i) after Separation from Service or other cessation of employment with all Group members he or she shall not (directly or indirectly), without the Company’s prior written consent, use or disclose to any other person any confidential information or data concerning the Company or other Group members or former Group members, and (ii) for a period of three (3) years from such separation or cessation he or she shall not (directly or indirectly) and without the Company’s prior written consent:

(1)

own, manage, control, participate in, consult with or render services of any kind for any concern which engages in a business which is competitive with any business being conducted, or contemplated being conducted, by the Group as of the date of such separation or cessation;

(2)

become an employee or agent of any publicly traded corporation or other entity, or any division or subsidiary of such a corporation or entity, where more than 5% of such organization’s business is in competition with any business being conducted, or contemplated being conducted, by the Group as of the date of Separation from Service or other cessation of employment, unless the annual sales of such organization do not exceed $40 million;

(3)

participate in any plan or attempt to acquire the business or assets of the Group or control of the voting stock of any member thereof, or in any manner interfere with the control of the Company, whether by friendly or unfriendly means; or

(4)

induce or attempt to induce any individual to leave the employ of the Company or other Group member or hire any such individual who approaches him or her for employment.

If at the time of enforcement of the terms of this Section 6, a court shall hold that the duration, scope or area of restriction stated herein are unreasonable under the circumstances then existing, the Eligible Employee agrees that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area.

(b) Forfeiture and Other Remedies . Upon any breach of the covenants described in this Section, all benefits then due under the Plan (and all benefits which otherwise would be due under the Plan in the future) to the Eligible Employee or his or her beneficiaries shall be forfeited. The covenants described in this Section run in favor of and shall be enforceable by the Company or its assigns. The Company shall be entitled to all legal and equitable remedies to prevent, cure and compensate for a breach of the covenants described herein, without posting of bond, and all such remedies shall be in addition to such forfeiture. By accepting coverage under the Plan, each Eligible Employee acknowledges and agrees that his or her breach of the covenants described in this Section 6 will result in irreparable harm to the Company. Therefore, to remedy or prevent such a breach the Company shall be entitled to enjoin the Eligible Employee from taking or failing to take such actions as will or which may be reasonably considered to cause such a breach, including an injunction to prevent the Eligible Employee from breaching the terms of this Section 6.

Section 7. Funding and Payment of Benefits.

(a) General . The Plan is an unfunded deferred compensation arrangement. No Group member shall establish or is required to establish any trust to fund benefits provided under the Plan, and no such member shall establish or is required to establish any type of earmarking or segregation of its assets to provide for such benefits. In the event of default of a Group member’s obligations hereunder, each Participant and his or her beneficiaries shall have no greater entitlements or security than does a general creditor of the Group member.

(b) Employer Company . Except as otherwise expressly provided herein, the Employer Company shall pay or provide for the payment of benefits hereunder. If the Employer Company does not timely pay such benefits, then, except as described in subsection (c), the sole recourse of the claimant Participant or Beneficiary is against such Employer Company and no other member of the Group shall be responsible to pay or provide for the payment of such benefits or liable for the nonpayment thereof.

(c) Company Assumption of Liability . Under the following circumstances, the Company shall assume and be responsible for the payment of benefits hereunder even though it is not the Employer Company:

(i)

the Employer Company is not participating in the Plan as of the date benefits hereunder are scheduled to commence to a Participant or his or her beneficiaries;

(ii)

the Employer Company does not timely pay or provide for the payment of benefits hereunder and such failure is not corrected within thirty (30) days; or

(iii)

the Participant has a Separation from Service due to a sale of the stock (or rights analogous to stock) or assets of a Group member, and the Participant has earned a non-forfeitable Retirement Benefit (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual) on or before the date of such termination.

The Company’s obligation under paragraph (i) shall cease when the Employer Company agrees to participate in the Plan. The Company’s obligation under paragraph (ii) shall cease when the Employer Company is current on its payment of benefits. The Company’s obligation under paragraph (iii) shall not come into effect (or if previously effective, shall cease) as of the date the person who purchased such stock or assets, or a person who controls such person, agrees in writing to assume the liability for the benefits the Participant has then earned hereunder; provided, however, that upon a Change in Control the Company, any person in control of the Company, and the Employer Company if not the Company, shall be jointly and severally responsible for payment of benefits hereunder regardless of the other provisions of this Section 7 and the assumption of such liability by another person shall not discharge the Company, any person in control of the Company, and such Employer Company from liability hereunder.

however, that no such resolution ending participation shall be effective until thirty (30) days after it is received by the Administrator. By agreeing to join in the Plan, each Group member agrees to pay or provide for the payment of benefits hereunder to those Participants and their beneficiaries with respect to whom such member is the Employer Company. No such member, other than the Company, shall have any power or authority to terminate, amend, administer, modify, or interpret the Plan, all such powers being reserved to the Administrator and the Committee.

Section 8. Default . Should the Employer Company (and the Company to the extent provided for in Section 7(c)) fail to pay when due any benefit under the Plan to or with respect to a Participant or Beneficiary and such failure to pay continues for a period of sixty (60) days from receipt of a written notice of nonpayment from the affected Participant or Beneficiary, the Employer Company (and the Company to the extent provided in Section 7(c)) shall be in default hereunder and shall pay to the Participant or Beneficiary the benefits past due and, by the end of the year next following the year incurred, the reasonable costs of collection of any such amount, including reasonable attorney’s fees and costs, so long as such costs are submitted by or on behalf of the Participant or Beneficiary to reasonably allow that timely reimbursement; provided, however, if the Administrator in good faith disputes the amount of such benefit due or whether a person is entitled to such a benefit, then to the extent and duration of such a dispute the Employer Company (and the Company to the extent provided for in Section 7(c)) shall not be considered in default hereunder; provided further, however, upon a Change in Control a Participant for whom and while a Covered Termination may occur, shall be entitled to payment or reimbursement of such costs of collection as provided under Section 13(l).

Section 9. Administration of the Plan.

(a) General . The Company, through its designated officers and agents, shall be the Administrator and thereby handle the day-to-day administration of the Plan and such other administrative duties as are allocated to the Administrator under the Plan. All such administrative duties and powers shall be performed by and rest in the Company’s Senior Vice President of Human Resources (or persons designated by such Senior Vice President). Except as otherwise provided under the Plan, the Administrator shall:

(1)

determine the rights and benefits of individuals and other persons under the Plan;

(2)

interpret, construe, and apply the provisions of the Plan;

(3)

process and direct the payment of Plan benefits;

(4)

adopt such forms as it deems appropriate or desirable to administer the Plan and pay benefits thereunder; and

(5)

adopt such rules and procedures as it deems appropriate or desirable to administer the Plan.

(b) Committee . The Committee shall exercise such powers as are allocated to it under the Plan and shall be empowered to direct other persons as to Plan administration, and its directions shall be followed to the extent consistent with the powers delegated to the Committee and not otherwise contrary to the provisions of the Plan.

(c) Discretion . In exercising their powers and duties under this Section, and their other powers and duties granted under the Plan, the Committee and the Administrator and each member or delegate thereof is granted such discretion as is appropriate or necessary to carry out such duties and powers. This discretion necessarily follows from the fact that the Plan does not, and is not intended to, prescribe all rules necessary to administer the Plan or anticipate all circumstances or events which may arise in the course of such administration.

(d) Indemnity . No member of the Committee or person acting on behalf of the Administrator shall be subject to any liability with respect to the performance of his or her duties under the Plan or a related document unless he or she acts fraudulently or in bad faith. The Company shall indemnify and hold harmless the members of the Committee and the Company’s officers and employees, and the officers and employees of another Group member, from any liability with respect to the performance of their duties under the Plan, unless such duties were performed fraudulently or in bad faith. Such indemnification shall cover any and all reasonable attorneys’ fees and expenses, judgments, fines and amounts paid in settlement, but only to the extent such amounts are actually and reasonably incurred, not otherwise paid or reimbursable under an applicable employer paid insurance policy, and not duplicative of other payments made or reimbursements due by the Company or its affiliates under other indemnity agreements.

(e) Code Section 409A . The Plan shall be administered, and the Administrator and the Committee shall exercise their discretionary authority under the Plan, in a manner consistent with Code section 409A and Treasury Regulations and other applicable guidance thereunder. Any permissible discretion to accelerate or defer a Plan payment under such Regulations, the power which to exercise is not otherwise described expressly in the Plan, shall be exercised by the Committee. Any other discretion with respect to, or which directly or indirectly impact, the application of Code section 409A, the exercise of which is not expressly lodged in the Committee, shall be exercised by the Administrator. In the event the matter over which such discretion may be exercised relates to a Committee member or a delegate of the Administrator, or such member or delegate is otherwise unable to freely exercise such discretion, such member or delegate shall not take part in the deliberations and decisions regarding that matter.

(f) Use of Professional Services . The Administrator and the Committee may obtain the services of such attorneys, accountants, record keepers or other persons as it deems appropriate, any of whom may be the same persons who are providing services to the Company or other Group member. In any case in which the Administrator and the Committee utilizes such services, it shall retain exclusive discretionary authority and control over the administration and operation of the Plan.

(g) Communications . Requests, claims, appeals, and other communications related to the Plan shall be in writing and shall be made by transmitting the same via the U.S. Mail to the Company’s Senior Vice President of Human Resources, at the Company’s corporate headquarters address.

Section 10. Effect of KEESA . If a Participant incurs a Covered Termination, then as or with respect to that Participant:

(i)

notwithstanding the provisions of Section 6, the scope or duration (or both) of such Participant’s covenants under Section 6 shall be no greater or longer than similar covenants provided for in such Participant’s KEESA and, to the extent there are no such similar covenants in such Participant’s KEESA, then Section 6 shall be void and of no force and effect; and

(ii)

in the case of any conflict between the terms and provisions of this Plan and the terms and provisions of such Participant’s KEESA, the terms of such Participant’s KEESA shall control to the extent more beneficial to such Participant, and the obligations of the Company under such KEESA shall be in addition to any of its obligations under the Plan.

Section 11. Amendment or Termination .

(a) General. This Plan may be terminated or amended, in whole or in part, at any time by written resolution of the Board. Any such action may apply to the Plan as a whole, or any individual Participant or group of Participants. Except as provided in Section 11(b) and (c), any such action may reduce or eliminate (retroactively or prospectively, or both) any benefits under the Plan that otherwise would be payable but for such action.

(b) Limitation on Power to Amend or Terminate . (1) Vested Participants . As to any Participant who has earned a non-forfeitable Retirement Benefit (determined without regard to Section 6) before the date the Plan is amended or terminated (or, if later, before the date such action is effective), no such amendment or termination shall (without the specific written consent of the Participant):

(i)

reduce the Retirement Benefit earned by the Participant;

(ii)

reduce the amount of Retirement Benefit then being paid to a Participant; or

(iii)

terminate, amend, or otherwise change the liability of the Company, Employer Company, or other person to pay or provide for the payment of Retirement Benefits protected under clauses (i) and (ii) immediately preceding.

(2) Beneficiaries . As to any former Participant who has died before the date the Plan is amended or terminated (or, if later, before the date such action is effective), no such amendment or termination shall (without the specific written consent of such Participant’s Beneficiary):

(i)

reduce the amount of Plan benefits to which such Beneficiary is entitled or change the form in which benefits are payable; or

(ii)

terminate, amend, or otherwise change the liability of the Company, Employer Company, or other person to pay or provide for the payment of benefits protected under clause (i) immediately preceding.

(c) Change in Control . In addition to the limitations described in Section 11(b), upon a Change in Control and with respect to a Participant for whom a Covered Termination has or may occur, then without the specific written consent of the Participant (or Beneficiary in the event of the Participant’s death), the Plan as in existence immediately prior to the Change in Control may not be (directly or indirectly) terminated, amended, or otherwise changed in any substantive respect during the three year period beginning with the date of the Change in Control, but only with respect to such individual. The prohibition herein described shall apply to any action which affects or is intended to affect the terms and provisions of the Plan as then in effect during such three year period, regardless of when made or effective.

(d) Continuation of Plan Provisions . To the extent that any Plan benefits, and rights and obligations allocable thereto, are protected under Section 11(b) and (c), then as to the persons described in Section 11(b) and (c) the Plan shall continue in force and effect, as if no such amendment or termination had occurred, until such benefits are fully paid or fully provided for to such persons.

Section 12. Claims .

(a) Filing Claims. A Participant or Beneficiary (or a person who in good faith believes he or she is a Participant or Beneficiary, i.e., a “claimant”) who believes he or she has been wrongly denied benefits under the Plan may file a written claim for benefits with the Administrator. Although no particular form of written claim is required, no such claim shall be considered unless it provides a reasonably coherent explanation of the claimant’s position.

(1)

the specific reason or reasons for the denial;

(2)

a specific reference to the pertinent Plan provisions on which the denial is based;

(3)

a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material is necessary; and

(4)

the steps to be taken if the claimant wishes to appeal the decision to the Committee.

Section 13. Miscellaneous .

(a) Employer’s Rights . The right of a Group member to discipline or discharge employees or to exercise rights related to the tenure of employment shall not be adversely affected in any manner by reason of the existence of the Plan or any action hereunder.

(b) Interpretation . Section and subsection headings are for convenient reference only and shall not be deemed to be part of the substance of this instrument or in any way to enlarge or limit the contents of any Section or subsection. Masculine gender shall include the feminine, and vice versa, and singular shall include the plural, and vice versa, unless the context clearly requires otherwise.

(c) Withholding of Taxes . All benefits earned under the Plan or the payment of such benefits, as the case may be, shall be subject to withholding for federal, state, local and other taxes as required by law. If and to the extent any such withholding is required before such benefits are paid to the Participant or Beneficiary, such withholdings shall be made from amounts otherwise payable to such person by a Group member (e.g., salary). If no such other amounts are available to satisfy such withholdings, the Company may reduce the Participant’s Retirement Benefit by the amount needed to pay the Participant’s portion of such tax, plus, with respect to a distribution for FICA taxes, an amount equal to the withholding taxes due under federal, state or local law resulting from the payment of such FICA tax, and an additional amount to pay the additional income tax at source on wages attributable to the pyramiding of the section 3401 wages and taxes, but no greater than the aggregate of the FICA amount and the income tax withholding related to such FICA amount.

(d) Offset for Amounts Due . A Participant’s Retirement Benefit may be reduced by one or more offsets to repay any amounts then due and owing by the Participant to a Group member, unless another means of repayment is agreed to by the Administrator. Except for the right to immediate offset by reduction of the vested Pension Amount for an amount up to $5,000, or such higher amount as allowed in Treasury Regulations under Code section 409A or other applicable guidance, no such offset shall be made before an amount is scheduled to be paid to the Participant or Beneficiary and the amount then offset shall not exceed the amount that would be then otherwise paid.

(e) Computational Errors . In the event mathematical, accounting, actuarial or other errors are made in administration of the Plan, the Administrator may make equitable adjustments, which adjustments may be retroactive, to correct such errors. Such adjustments shall be conclusive and binding on all Participants and Beneficiaries.

(f) Requirement of Proof . In discharging their duties and responsibilities under the Plan, the Administrator and the Committee may require proof of any matter concerning this Plan, and no person shall acquire any rights or be entitled to receive any benefits under this Plan until such proof is furnished.

(g) Tax Consequences . Neither the Company nor any other Group member represents or guarantees that any particular federal, foreign, state or local income, payroll, or other tax consequence will result from participation in this Plan or payment of benefits under the Plan.

(h) Communications . The Administrator shall prescribe the forms of communication, including forms for benefit application and the like, with respect to the Plan as it deems appropriate. Any such communication and assent or consent thereto may be handled by electronic means.

(i) Not Compensation Under Other Benefit Plans . No amounts paid or payable to a Participant under the Plan shall be deemed to be salary or compensation for purposes of any other employee benefit plan of the Company or any other Group member except as and to the extent otherwise specifically provided in such other plan.

(j) Choice of Law . To the extent not preempted by ERISA or any other federal statute, the construction and interpretation of the Plan shall be governed by the laws of the State of Minnesota, without reference to conflict of law principles thereof.

(k) Savings Clause . Should any valid federal or state law or final determination of any agency or court of competent jurisdiction affect any provision of this Plan, the Plan provisions not affected by such determination shall continue in full force and effect.

(l) Change in Control . A Participant, with a KEESA in effect at the time of a Change in Control, shall be entitled to adjudicate any dispute regarding his or her benefits or rights and entitlements under the Plan, after compliance to the extent necessary with the claim procedures under Section 12, in the forums and venues as provided in Section 22 of the KEESA, and shall be entitled to payment or reimbursement of costs and expenses related to such adjudication as provided in Section 15 of the KEESA.

Section 14. Transition Rules .

(a) General. Except as described in this Section, this Plan document shall govern when and how Plan benefits are payable with respect to individuals who are Participants on or after January 1, 2009. For the period that began on January 1, 2005 and ended December 31, 2008, the Plan as in effect on December 31, 2004 governed the rights and obligations of the Company and Participants, except as modified by the Administrator in its discretion so that the Plan and its operations were in good faith compliance with Code section 409A.

Amount as of such date shall be determined as if the Participant had a Separation from Service on the earlier of (i) December 31, 2004 and (ii) the actual date of such event. The Pension Amount as so determined shall be increased by the adjustment factor for the period from the first of the month next following the earlier of such dates to the Monthly Installment commencement date, and shall be converted into the Monthly Installment forms available for payment, all as provided for in the 2004 Plan.

(c) Excess . The excess, if any, of the total Plan benefit payable to or with respect to a Participant expressed as the Monthly Installment over the Plan benefit so payable expressed as the Monthly Installment and described in subsection (b) immediately preceding shall be subject to this Plan document.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby approve the form and content of this amended and restated Plan document.


Dated:

APPENDIX A

Article 1. General . The supplemental retirement benefit, and benefits related thereto, described in this Appendix A are in addition to the benefits payable under the Plan apart from this Appendix A. Except as provided in this Appendix A or as necessary and appropriate to implement its provisions, all Plan provisions apart from this Appendix A shall apply to the benefits described herein (e.g., determination of a Beneficiary and the amount or portion payable to such Beneficiary; the covenants described in Section 6).

Article 2. Participants and Appendix A Benefits . (a) General . The Participant who may be entitled to the supplemental retirement benefit described in this Appendix A and the amount of such benefit is described below.


Name of Participant		Supplemental Retirement Benefit
Delton D. Nickel		$256.00 per month for each Year of Service

(b) Year of Service . (1) General . For purposes of applying the benefit formula described immediately above, a Year of Service means a calendar year ending December 31, beginning with the calendar year ending December 31, 1999 and each anniversary thereof, for which the individual completes 1,000 Hours of Service as an Eligible Employee. For this purpose, an individual who becomes Disabled shall be considered to have completed 1,000 Hours of Service as of each such December 31 during the Disability period, and an individual who has a Separation from Service as an Eligible Employee due to death shall be considered to have completed 1,000 Hours of Service for the calendar year of death.

(2) Service Upon a Covered Termination . If a Participant, described in Article 2(a) immediately preceding, incurs a Covered Termination, the supplemental retirement benefit described in this Appendix A as to such Participant shall be no less than the amount determined as if the Participant completed a Year of Service for each calendar year after 1999 and ending with, but including, the calendar year in which he attains or would attain age sixty-two (62).

(c) Supplemental Retirement Benefit Described . The supplemental retirement benefit described in this Appendix A is a monthly benefit, commencing as of the Benefit Commencement Date and payable as the Monthly Installment. Assuming the Participant is otherwise entitled to receive such benefit, the commencement date of such supplemental retirement benefit shall be the same date as the Participant’s Retirement Benefit apart from this Appendix A. To account for the fact this Appendix A supplemental benefit is already expressed as a one hundred eighty (180) month term certain Monthly Installment whereas the Retirement Benefit apart from this Appendix A is derived under a formula which starts with the Pension Amount, the amount of such supplemental monthly retirement benefit shall be adjusted if the Participant survives to the Benefit Commencement Date by the appropriate factor set forth in Table 1 to reflect the period beginning on the first day of the calendar month in which the Separation from Service occurs and ending on the Benefit Commencement Date.

(d) Death Before Benefit Commencement Date . If the Participant described in this Appendix A dies before his Benefit Commencement Date, a death benefit shall be paid to such Participant’s Beneficiary in addition to the death benefit payable under Section 4 with respect to such Participant. The commencement date and form of such death benefit shall be the same as the death benefit payable under Section 4, and the amount of the death benefit provided by this Appendix A shall be the supplemental retirement benefit earned hereunder as of such Participant’s death, adjusted in a manner consistent with Section 4 to account for the fact such supplemental retirement benefit is already expressed as an Monthly Installment.

SCHEDULE 1

Active


Name	Current Position	SERP Participation Date	Benefit Service Date
Borin, Mark	Corporate Controller and Chief Accounting Officer	3/31/2008	3/31/2008
Hogan, Randall	Chairman, Chief Executive Officer	1/1/1999	3/16/1998
Koury, Frederick	SVP, Human Resources	8/11/2003	8/11/2003
Lageson, Angela	SVP, Gen Counsel & Corp Secretary	2/23/2010	2/23/2010
Meyer, Mike	VP, Treasury and Tax	5/1/2004	5/1/2004
Stauch, John	EVP and Chief Financial Officer	2/12/2007	2/12/2007

Inactive


Name	SERP Participation Date		Benefit Service Date
Ainsworth, Louis		1/1/1999		7/1/1997
Dempsey, Jack		4/4/2005		4/4/2005
Dessing, Peter		5/1/2004		5/1/2004
Nickel, Del		1/1/1999		10/1/1996
Schrock, Michael		1/1/1999		1/1/1999
Waltz, William		5/1/2004		5/1/2004

SCHEDULE 2

Items Included

Base salary or wages, including such salary or wages deferred at the election of an individual under the Pentair, Inc. Non-Qualified Deferred Compensation Plan

401(k) plan before-tax and after-tax employee contributions

Section 125 plan (flexible benefit plan) pre-tax employee contributions

Employee Stock Purchase and Bonus Plan employer bonus contributions

Management Incentive Plan (or successor plan) bonus, including such bonus deferred at the election of an individual under the Pentair, Inc. Non-Qualified Deferred Compensation Plan

Holiday pay

Sick leave pay

Bereavement pay

Jury duty pay

Military pay

Gain-sharing payments

Profit-sharing payments

Short-term disability benefits

Perquisites

Items Excluded

Cash payments made and property or rights in property other than cash granted under or pursuant to the Omnibus Stock Incentive Plan or successor plan

Special awards under the Management Incentive Plan or successor plan

Severance pay

Moving expense reimbursements

Employee business expense reimbursements

Tuition reimbursement

Adoption assistance payments

Computer hardware and software purchase reimbursements

Special cash awards

Foreign duty pay enhancements

Except as expressly provided in the column immediately to the left, amounts contributed to (e.g., deferred salary) or received under or pursuant to non-qualified deferred compensation arrangements including, but not limited to, the Pentair, Inc. Non-Qualified Deferred Compensation Plan

Except as expressly provided in the column immediately to the left, all contributions (other than after-tax employee contributions) to and all benefits received under a tax-qualified plan

TABLE 1


Deferral Percent (in months)	Adjustment Factor	Deferral Percent (in months)	Adjustment Factor	Deferral Percent (in months)	Adjustment Factor	Deferral Percent (in months)	Adjustment Factor	Deferral Percent (in months)	Adjustment Factor	Deferral Percent (in months)	Adjustment Factor
0	1.00000	60	1.40255	120	1.96715	180	2.75903	240	3.86968	300	5.42743
1	1.00565	61	1.41048	121	1.97827	181	2.77463	241	3.89156	301	5.45812
2	1.01134	62	1.41846	122	1.98946	182	2.79032	242	3.91357	302	5.48898
3	1.01706	63	1.42648	123	2.00071	183	2.80610	243	3.93570	303	5.52002
4	1.02281	64	1.43454	124	2.01202	184	2.82196	244	3.95795	304	5.55123
5	1.02859	65	1.44265	125	2.02340	185	2.83792	245	3.98033	305	5.58262
6	1.03441	66	1.45081	126	2.03484	186	2.85396	246	4.00283	306	5.61418
7	1.04026	67	1.45901	127	2.04634	187	2.87010	247	4.02547	307	5.64592
8	1.04614	68	1.46726	128	2.05791	188	2.88633	248	4.04823	308	5.67785
9	1.05205	69	1.47556	129	2.06955	189	2.90265	249	4.07112	309	5.70995
10	1.05800	70	1.48390	130	2.08125	190	2.91906	250	4.09413	310	5.74223
11	1.06398	71	1.49229	131	2.09302	191	2.93557	251	4.11728	311	5.77470
12	1.07000	72	1.50073	132	2.10485	192	2.95216	252	4.14056	312	5.80735
13	1.07605	73	1.50922	133	2.11675	193	2.96886	253	4.16397	313	5.84019
14	1.08213	74	1.51775	134	2.12872	194	2.98564	254	4.18752	314	5.87321
15	1.08825	75	1.52633	135	2.14076	195	3.00252	255	4.21119	315	5.90642
16	1.09441	76	1.53496	136	2.15286	196	3.01950	256	4.23500	316	5.93981
17	1.10059	77	1.54364	137	2.16503	197	3.03657	257	4.25895	317	5.97340
18	1.10682	78	1.55237	138	2.17728	198	3.05374	258	4.28303	318	6.00717
19	1.11307	79	1.56114	139	2.18959	199	3.07101	259	4.30725	319	6.04114
20	1.11937	80	1.56997	140	2.20197	200	3.08837	260	4.33160	320	6.07530
21	1.12570	81	1.57885	141	2.21442	201	3.10583	261	4.35609	321	6.10965
22	1.13206	82	1.58778	142	2.22694	202	3.12340	262	4.38072	322	6.14419
23	1.13846	83	1.59675	143	2.23953	203	3.14106	263	4.40549	323	6.17893
24	1.14490	84	1.60578	144	2.25219	204	3.15882	264	4.43040	324	6.21387
25	1.15137	85	1.61486	145	2.26493	205	3.17668	265	4.45545	325	6.24900
26	1.15788	86	1.62399	146	2.27773	206	3.19464	266	4.48064	326	6.28433
27	1.16443	87	1.63317	147	2.29061	207	3.21270	267	4.50598	327	6.31987
28	1.17101	88	1.64241	148	2.30356	208	3.23087	268	4.53146	328	6.35560
29	1.17764	89	1.65169	149	2.31659	209	3.24913	269	4.55708	329	6.39154
30	1.18429	90	1.66103	150	2.32969	210	3.26750	270	4.58284	330	6.42767
31	1.19099	91	1.67042	151	2.34286	211	3.28598	271	4.60876	331	6.46402
32	1.19772	92	1.67987	152	2.35610	212	3.30456	272	4.63481	332	6.50057
33	1.20450	93	1.68937	153	2.36943	213	3.32324	273	4.66102	333	6.53732
34	1.21131	94	1.69892	154	2.38282	214	3.34203	274	4.68737	334	6.57428
35	1.21816	95	1.70853	155	2.39630	215	3.36093	275	4.71388	335	6.61146
36	1.22504	96	1.71819	156	2.40985	216	3.37993	276	4.74053	336	6.64884
37	1.23197	97	1.72790	157	2.42347	217	3.39904	277	4.76733	337	6.68643
38	1.23894	98	1.73767	158	2.43717	218	3.41826	278	4.79429	338	6.72424
39	1.24594	99	1.74750	159	2.45095	219	3.43759	279	4.82140	339	6.76226
40	1.25299	100	1.75738	160	2.46481	220	3.45703	280	4.84866	340	6.80049
41	1.26007	101	1.76731	161	2.47875	221	3.47657	281	4.87607	341	6.83894
42	1.26719	102	1.77731	162	2.49276	222	3.49623	282	4.90364	342	6.87761
43	1.27436	103	1.78735	163	2.50686	223	3.51600	283	4.93137	343	6.91650
44	1.28156	104	1.79746	164	2.52103	224	3.53588	284	4.95925	344	6.95561
45	1.28881	105	1.80762	165	2.53529	225	3.55587	285	4.98729	345	6.99493
46	1.29610	106	1.81784	166	2.54962	226	3.57598	286	5.01549	346	7.03448
47	1.30343	107	1.82812	167	2.56404	227	3.59619	287	5.04385	347	7.07426
48	1.31080	108	1.83846	168	2.57853	228	3.61653	288	5.07237	348	7.11426
49	1.31821	109	1.84885	169	2.59311	229	3.63698	289	5.10105	349	7.15448
50	1.32566	110	1.85931	170	2.60778	230	3.65754	290	5.12989	350	7.19493
51	1.33316	111	1.86982	171	2.62252	231	3.67822	291	5.15889	351	7.23562
52	1.34069	112	1.88039	172	2.63735	232	3.69902	292	5.18806	352	7.27653
53	1.34827	113	1.89102	173	2.65226	233	3.71993	293	5.21740	353	7.31767
54	1.35590	114	1.90172	174	2.66726	234	3.74097	294	5.24690	354	7.35904
55	1.36356	115	1.91247	175	2.68234	235	3.76212	295	5.27656	355	7.40065
56	1.37127	116	1.92328	176	2.69750	236	3.78339	296	5.30640	356	7.44250
57	1.37903	117	1.93416	177	2.71276	237	3.80478	297	5.33640	357	7.48458
58	1.38682	118	1.94509	178	2.72809	238	3.82629	298	5.36657	358	7.52690
59	1.39467	119	1.95609	179	2.74352	239	3.84793	299	5.39692	359	7.56946

Exhibit 10.14

PENTAIR, INC.

RESTORATION PLAN

As Amended and Restated Effective as of the Re-domicile Date (as defined below)

PENTAIR, INC.

RESTORATION PLAN

TABLE OF CONTENTS


		Page
SECTION 1.	Name of Plan		1
SECTION 2.	General Definitions		1
SECTION 3.	Participation, Vesting And Benefit Service, And Rules Governing The Crediting Of Service, Disability And The Determination Of Compensation And Final Average Compensation		6
(a)	Participation		6
(b)	Vesting		7
(c)	Benefit Service		7
(d)	Service Credits		8
(e)	Disability		9
(f)	Compensation		10
SECTION 4.	Payments In The Event Of Death Before The Benefit Commencement Date		10
SECTION 5.	Payment Of Retirement Benefits		11
SECTION 6.	Confidentiality, Covenants Not To Compete, And Non-Solicitation		11
(a)	General		11
(b)	Forfeiture and Other Remedies		12
SECTION 7.	Funding And Payment Of Benefits		12
(a)	General		12
(b)	Employer Company		12
(c)	Company Assumption of Liability		12
(d)	Participation by Other Group Members		13
SECTION 8.	Default		13
SECTION 9.	Administration Of The Plan		14
(a)	General		14
(b)	Committee		14
(c)	Discretion		14
(d)	Indemnity		15
(e)	Code Section 409A		15
(f)	Use of Professional Services		15
(g)	Communications		15
SECTION 10.	Effect of KEESA		16
SECTION 11.	Amendment Or Termination		16
(a)	General		16
(b)	Limitation on Power to Amend or Terminate		16
(c)	Change in Control		17
(d)	Continuation of Plan Provisions		17
SECTION 12.	Claims		17
(a)	Filing Claims		17
(b)	Decision on Claim		17


(c)	Appeal of Denied Claim	18
(d)	Decision by Appeals Committee	18
SECTION 13.	Miscellaneous	18
(a)	Non-Alienation	18
(b)	Employer’s Rights	18
(c)	Interpretation	18
(d)	Withholding of Taxes	18
(e)	Offset for Amounts Due	19
(f)	Computational Errors	19
(g)	Requirement of Proof	19
(h)	Tax Consequences	19
(i)	Communications	19
(j)	Not Compensation Under Other Benefit Plans	19
(k)	Choice of Law	19
(l)	Savings Clause	19
(m)	Change in Control	19
SECTION 14.	Transition Rules	20
(a)	General	20
(b)	2004 Vested Participants Benefits	20
(c)	Excess	20

PENTAIR, INC. RESTORATION PLAN

SECTION 1. Name of Plan. This plan shall be known as the Pentair, Inc. Restoration Plan.

SECTION 2. General Definitions. Unless the context requires otherwise, when used herein the terms listed below, when capitalized or applied to such capitalized terms, shall have the following meanings:

(1) “Adjustment Factor ” is the factor used in adjusting the Pension Amount to reflect the period of time between the date a Participant has a Separation from Service and his or her Benefit Commencement Date. The Adjustment Factor shall be the same adjustment factor applicable to such Participant under the SERP.

(2) “Administrator ” is the Company.

(3) “Beneficiary ” is a person entitled to receive benefits, if any, payable under the Plan after a former Participant’s death.

(4) “Benefit Commencement Date ” is the first day of the first calendar month as of which a Participant’s Retirement Benefit is payable and shall be the same date as the Participant’s benefit commencement date under the SERP.

(5) “Benefit Service ” is the number of Years of Service, beginning with the calendar year which includes the individual’s Benefit Service Date, during which an individual completes 1,000 Hours of Service as an Eligible Employee. Notwithstanding anything herein to the contrary, Benefit Service shall not be credited for any period after December 31, 2017.

(6) “Benefit Service Date ” is the date from and after which an individual may earn Benefit Service, and shall be the same date as an individual’s benefit service date under the SERP.

(7) “Benefit Service Percentage ” is the sum of the percentages for each Year of Benefit Service completed, with the percentage for each such year determined as described below and dependent upon the individual’s age in whole years as of the first day of the calendar year in which that Year of Benefit Service is completed.


Attained Age in Whole Years at Beginning of Relevant Year of Benefit Service	Percentage
< 25		4	%
> 25 and < 35		5.5	%
> 35 and < 45		7	%
> 45 and < 55		9	%
> 55		12	%

Example : Employee A, date of birth January 25, 1954, has a Benefit Service Date of May 1, 1999. Employee A remains an Eligible Employee and completes 1,000 Hours of Service in each calendar year from and including 1999 through 2010. Employee A retires on March 1, 2011 and does not complete 1,000 Hours of Service in that year. Employee A’s Benefit Service Percentage is 109% computed as follows:


Year of Benefit Service	Percentage
1999		7	%
2000—2009, inclusive		90	%
2010		12	%

Total		109	%

Notwithstanding the foregoing, a Participant’s Benefit Service Percentage shall not increase after December 31, 2017.

(8) “ Change In Control ” is, with respect to periods ending prior to or upon the Merger, a change in control of the Company as defined in the Pre-Merger KEESA or, with respect to periods ending after the Merger, a change in control as defined in the Post-Merger KEESA.

(9) “ Code ” is the Internal Revenue Code of 1986, as amended. Any reference to specific provision of the Code shall be deemed to refer to any successor provision thereto and the regulations promulgated thereunder.

(10) “ Committee ” is the Compensation Committee of the Board of Directors of the Company. If the Committee is not in existence, then all references to the Committee herein shall mean the Board of Directors of the Company.

(11) “ Company ” is Pentair, Inc., a Minnesota corporation, or any successor thereto.

(12) “Compensation ” is any item or class of remuneration or part thereof listed or described in the left-hand column of Schedule 1 and not any such items listed or described in the right-hand column of Schedule 1. In the event a remuneration item is not listed or described in Schedule 1, the Administrator shall determine whether such item is included or excluded from Compensation by taking into account the nature of the item and its similarity to an item which is so listed.

(13) “ Conversion Factor ” is the factor used to convert the Pension Amount into the Monthly Installment, and shall be the same as the conversion factor under the SERP.

(14) “ Covered Compensation ” is Final Average Compensation reduced by Section 401(a)(17) Compensation. Covered Compensation earned after December 31, 2017 shall not be counted under the Plan.

(15) “ Covered Termination ” is a covered termination, as defined in the KEESA, which entitles a Participant to a termination payment pursuant to Sections 8 and 9(a) of the KEESA.

(16) “ Disabled ” or “Disability” is a physical or mental condition, resulting from physical or mental sickness or injury, which prevents the individual from engaging in any substantial gainful activity, and which condition can be expected to last for a continuous period of not less than twelve (12) months.

(17) “ Effective Date ” of the Plan is January 1, 1999; the effective date of this amended and restated Plan document is the Re-domicile Date.

(18) “ Eligible Employee ” is an individual who is an eligible employee under the SERP. Notwithstanding the foregoing, only individuals who are Eligible Employees on December 31, 2007 shall be entitled to be treated as an Eligible Employee for any period on or after January 1, 2008.

(19) “ Employer Company ” is the Group member which employs a Participant as of the date the Participant has a Separation from Service or otherwise terminates all Group employment due to death or Disability.

(20) “ ERISA ” is the Employee Retirement Income Security Act of 1974, as amended. Any reference to a specific provision of ERISA shall be deemed to include any successor provision thereto and the regulations promulgated thereunder.

(21) “ Final Average Compensation ” is the average Compensation determined by averaging Compensation in those five (5) consecutive calendar years out of the last ten (10) consecutive calendar years, ending with the earlier of (i) the calendar year which ends coincident with or immediately preceding the date the Participant has a Separation from Service, or otherwise ceases to be an Eligible Employee, whichever occurs first, or (ii) the calendar year ending December 31, 2017, for which the average Compensation is the highest.

(22) “ Group ” is the Company and, except as prescribed by the Administrator, each other corporation or unincorporated business which is a member of a controlled group of corporations or a group of trades or businesses under common control (within the meaning of Code section 414(b) or (c)) which includes the Company, but with respect to other business entities during only the periods of such common control with the Company.

(23) “ Hour Of Service ” is each hour which an individual is paid or entitled to payment from a Group member for (i) the performance of duties as its employee and (ii) reasons related to such employment but other than for the performance of duties, such as vacation, illness, jury duty, military duty or leave of absence other than (x) payments made or due under a plan maintained solely to comply with worker’s compensation, unemployment compensation, or disability insurance laws, or (y) payments made solely for reimbursement of medical or medically related expenses; provided, however, no more than 501 Hours of Service shall be credited under clause (ii) immediately preceding for any single continuous period during which no duties as such an employee are performed. An individual shall not receive duplicate Hour of Service credits for the same period of service or absence.

(24) “ KEESA ” is the Post-Merger KEESA or the Pre-Merger KEESA, if any, in effect at the time of the applicable event. A “Post-Merger KEESA” is the Key Executive Employment and Severance Agreement, if any, in effect for the Participant after the consummation of the Merger. A “Pre-Merger KEESA” is the Key Executive Employment and Severance Agreement, if any, in effect for the Participant prior to the consummation of the Merger.

(25) “Merger” is the merger contemplated by the Merger Agreement among the Company, Tyco International Ltd., Pentair Ltd., Panthro Acquisition Co. and Panthro Merger Sub, Inc., as amended, pursuant to which, on September 28, 2012, the Company became an indirect wholly-owned subsidiary of Pentair Ltd.

(26) “Monthly Installment ” is a monthly payment, commencing as of the Participant’s Benefit Commencement Date, payable for a term certain of one hundred eighty (180) consecutive months, and shall be determined by dividing the Participant’s Pension Amount by the Conversion Factor, with such monthly payment rounded to the nearest whole dollar amount.

(27) “Participant ” is an Eligible Employee who has become a participant under the SERP. Once an individual becomes a Participant, he or she shall remain a Participant, except as provided in Section 3, until the first to occur of his or her death, Disability, or Separation from Service; provided, however, if the individual has a non-forfeitable right to a Retirement Benefit as of the date he or she incurs such an event (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual), then absent death the individual shall remain a Participant until the individual has received his or her entire Retirement Benefit or the Retirement Benefit has been forfeited as provided for in Section 6(b).

(28) “Participation Date ” is an Eligible Employee’s participation date under the SERP.

(29) “Pension Amount” is an amount equal to the Participant’s Covered Compensation multiplied by his or her Benefit Service Percentage, with such amount then multiplied by the Adjustment Factor if the Participant survives to his or her Benefit Commencement Date.

(30) “Pension Plan ” is the Pentair, Inc. Pension Plan, or any successor plan thereto.

(31) “Pentair Ltd.” is Pentair Ltd., a Swiss company, or any successor thereto.

(32) “Pentair plc” is Pentair plc, an Irish company, or any successor thereto.

(33) “Plan ” is the retirement plan herein described. When this term is modified by or with reference to a certain date (e.g., Plan as in effect before year XXXX), it shall refer to the Plan as described in the Plan document in effect for the period referenced.

(34) “Re-domicile Date ” is the effective date of the consummation of the merger of Pentair Ltd. with and into Pentair plc.

(35) “Retirement Benefit ” is the monthly retirement benefit payable under the Plan as the Monthly Installment.

(36) “Section 401(A)(17) Compensation ” is the amount which would constitute Final Average Compensation if the determination of Final Average Compensation was limited by the provisions of Code section 401(a)(17). Except as modified pursuant to the Administrator’s discretion as provided for under section 3(f)(2), for this purpose Code section 401(a)(17) shall be applied as under the Pension Plan, regardless of whether the Participant concerned is covered by the Pension Plan or any other tax-qualified defined benefit plan sponsored by a Group member.

(37) “Separates from Service” or “Separation from Service” is the termination of employment as an employee, from all business entities that comprise the Group, for reasons other than death or Disability. A Participant will be deemed to have incurred a Separation from Service when the level of bona fide services performed by the Participant for the Group permanently decreases to a level equal to twenty percent (20%) or less of the average level of services performed by the Participant for the Group during the immediately preceding thirty-six (36) month period (or such lesser period of service). Notwithstanding the foregoing, a Participant on a bona fide leave of absence from the Group shall be considered to have incurred a Separation from Service no later than the six (6) month anniversary of the absence (or twenty-nine (29) months in the event of an absence due to a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position or a substantially similar position) or the end of such longer period during which the individual has the right by law or agreement to return to employment upon the expiration of the leave. Notwithstanding the foregoing, if following the Participant’s termination of employment from the Group the Participant becomes a non-employee director or becomes or remains a consultant to the Group, then the date of the Participant’s Separation from Service may be delayed until the Participant ceases to provide services in such capacity to the extent required by Code section 409A.

(38) “ SERP ” is the Pentair, Inc. Supplemental Executive Retirement Plan as amended and restated effective as of the Re-domicile Date, but without regard to Appendix A thereto.

(39) “Spouse ” is an individual whose marriage to a Participant is recognized under the laws of the United States (or any one of the states) and who is considered the Participant’s spouse by the Internal Revenue Service for purposes of the Code.

(40) “Year of Service ” is a calendar year in which an individual completes 1,000 Hours of Service.

SECTION 3. Participation, Vesting And Benefit Service, And Rules Governing The Crediting Of Service, Disability And The Determination Of Compensation And Final Average Compensation.

(a) Participation .

(1) General . The primary purpose of the Plan is to provide supplemental retirement benefits to Eligible Employees to reflect the loss of pension benefits under tax-qualified defined benefit plans sponsored by a member or members of the Group due to the provision of Code section 401(a)(17). It is intended that the employees covered by the Plan constitute a select group of management or highly paid employees, within the meaning of ERISA section 201(2), of the Group. Except as provided in Section 3(d)(6), in the event an individual who is not within such a select group becomes covered by the Plan, then notwithstanding any Plan provision to the contrary such individual’s participation in the Plan shall immediately cease and retroactively he or she shall be treated as never having been covered by the Plan.

Because the Plan is described in ERISA section 201(2), and other ERISA provisions corresponding thereto, certain provisions of ERISA do not apply to it and the benefits earned thereunder, including the provisions of Parts 2, 3, and 4 of Title I of ERISA relating to participation and vesting, funding, and fiduciary responsibilities, respectively. In addition, the Plan is not a tax-qualified plan under the Code, and thus the Plan and benefits paid hereunder are not subject to certain rules which apply to benefits payable under such qualified plans, including the manner in which a Participant’s or Beneficiary’s Plan benefits are subject to income tax.

(2) Repeal of Code Section 401(a)(17) . Notwithstanding any other provision of the Plan to the contrary, if Code section 401(a)(17) is repealed and no similar or corresponding provision is immediately enacted to replace it, then until further action by the Committee, if any, the Covered Compensation and Benefit Percentages of each Participant shall be frozen as of the end of the calendar year which includes the effective date of such repeal; provided, however, upon a Change in Control this Section 3(a)(2) shall not apply to a Participant so long as such Participant may incur a Covered Termination with respect to that Change in Control and shall not apply thereafter to a Participant who incurs a Covered Termination with respect to that Change in Control.

(3) Participation Freeze . Notwithstanding the foregoing, only individuals who are Eligible Employees on December 31, 2007 shall be entitled to participate in the Plan. Accordingly, any individual who is hired on or after January 1, 2008, will not be covered by the Plan.

(b) Vesting .

(2) Death or Disability . A Participant who dies or becomes Disabled while employed by a Group Member shall be fully vested in his or her Retirement Benefit.

(4) Other Forfeiture . Notwithstanding the foregoing provisions of this Section 3(b) or the number of Years of Service completed or deemed completed, all benefits otherwise payable under the Plan to or with respect to a Participant or former Participant shall be subject to forfeiture to the extent provided in Section 6(b).

(1) Death . An individual who ceases to be a Participant and terminates employment from the Group by reason of death shall be considered to have completed a Year of Service in the year of death for purposes of determining the Benefit Service earned by such individual, regardless of the Hours of Service credited for such year.

(2) Benefit Service Upon a Covered Termination . If a Participant has a Covered Termination under his or her KEESA, then immediately before such termination the Participant shall be credited with additional Years of Service for determining Benefit Service equal to the lesser of (i) three (3) and (ii) the greater of (x) seven (7) minus the Benefit Service credited to such Participant under the Plan, determined without regard to this Section 3(c)(2), as of the first day of the Plan Year beginning immediately after such termination and (y) zero (0); provided, however, the Benefit Percentage for each such additional year of service, if any, shall be determined based upon what would be the Participant’s attained age in whole years as of January 1 of each calendar year beginning after the date of the Covered Termination corresponding to such additional year of service (e.g., if the Participant, date of birth March 3, 1947, incurs a Covered Termination in the year 2000 and receives three (3) additional years of service hereunder, then the aggregate Benefit Percentage for such years shall be 30% (9% + 9% + 12%). The Benefit Service provided for by this Section 3(c)(2) shall be in addition to a Participant’s Benefit Service under the Plan determined without regard to this Section 3(c)(2).

(d) Service Credits .

(1) General . Subject to other Plan provisions, a Participant’s Years of Service shall be based upon the completion of 1,000 Hours of Service during a calendar year.

(4) Leaves of Absence . In the sole discretion of the Committee, a Participant may be granted service credit for a period of absence from active employment due to illness, personal circumstances, or such other events as the Committee may authorize under the circumstances and in such amount or manner of service credit as the Committee deems appropriate under the circumstances, but in no event shall such service credit duplicate any such credit otherwise provided under the Plan for the same period or extend beyond the date the Participant Separates from Service. Unless otherwise expressly provided by the Committee, however, in no event shall a Participant earn Benefit Service during the period of such absence.

(5) Break in Service . Except as determined in the sole discretion of the Committee, if a Participant incurs a Separation from Service before he or she has a nonforfeitable right to a Retirement Benefit by reason of Section 3(b)(1) and thereafter returns to employment as an Eligible Employee, all service credits earned prior to such termination shall be ignored and, if the individual again becomes a Participant, the individual’s service credits under the Plan shall be determined as if he or she had not been previously employed by any Group member.

(6) Transfer . If an individual becomes a Participant and subsequently, and without a Separation from Service, becomes employed as other than an Eligible Employee, then upon the occurrence of such event the individual shall cease all active participation under the Plan (e.g., he or she will no longer accrue benefits under the Plan).

(e) Disability .

(1) General . This Section describes special service credit and other rules which apply to a Participant who becomes Disabled before age sixty-five (65) and while he or she is an Eligible Employee (i.e., a “Disabled Participant”). In no event shall a Participant be considered Disabled until and unless he or she supplies all information and takes all acts (e.g., submits to medical examinations) reasonably requested by the Administrator to establish the fact of his or her Disability.

(2) Credit for Benefit Service . A Disabled Participant shall receive credit for Benefit Service during the Disability period. This service credit shall be determined, without duplication of other service credit provided under the Plan for the same period, based upon the complete whole years (with fractional years being rounded to the nearest whole year) which elapse during the Disability period. The Disability period shall begin on the date of Disability as determined by the Administrator, taking into account any applicable waiting period (e.g., end of short-term disability period) prescribed by the Administrator for this purpose, and shall end on the earliest of (i) the date the Participant is no longer Disabled or is considered not to be Disabled, (ii) the date the Disabled Participant attains age sixty-five (65), and (iii) the date of the Participant’s death.

(3) Covered Compensation . Except as described in the immediately following paragraph, a Participant’s Covered Compensation, determined as of the beginning of the Disability period, shall not change during the Disability period, and if a Disabled Participant recovers from the Disability before attaining age sixty-five (65) and returns to employment as an Eligible Employee, Covered Compensation shall be determined as otherwise provided under the Plan and by assuming the Participant’s (x) Compensation during the Disability period was equal to the Participant’s Final Average Compensation as of the beginning of the Disability period and (y) Section 401(a)(17) Compensation during the Disability period was equal to the Participant’s Section 401(a)(17) Compensation as of the beginning of the Disability period.

Notwithstanding the immediately preceding paragraph, a Disabled Participant’s Covered Compensation shall be decreased during the Disability period if and to the extent such Participant’s final average compensation or similar amount taken into account under the Pension Plan (or any other tax-qualified defined benefit plan sponsored by a Group member) increases due to the imputation of compensation, during the Disability period and by reason of such disability, for purposes of determining retirement benefits under such plan. In such event, the Participant’s Covered Compensation during the Disability period shall be decreased by the same amount by which final average compensation under such other plan is so increased, and clause (y) of the immediately preceding paragraph shall be applied by substituting the phrase “as of the end of the Disability period” for the phrase “as of the beginning of the Disability period.”

(4) Payment of Disability Benefit . A Disabled Participant shall be entitled to a Retirement Benefit commencing as of the first day of the month next following the Participant’s attainment of age sixty-five (65), even if such individual recovers from such Disability prior to such date.

(5) Death During the Disability Period . If a Disabled Participant dies during the Disability period or the Disability ends by reason of attainment of age sixty-five (65) and the Disabled Participant dies before benefits commence, a death benefit shall be paid after such Disabled Participant’s death to the extent provided in Section 4.

(f) Compensation .

(1) General . Compensation, Final Average Compensation and Section 401(a)(17) Compensation shall be determined solely with respect to such remuneration earned from and after a Participant’s Benefit Service Date and during the period of employment as an Eligible Employee. In the event a Participant is employed with a Group member before becoming an Eligible Employee or, subject to the provisions of Section 3(d)(6), after ceasing to be an Eligible Employee, the Administrator shall determine such compensation allocable to periods of such employment in each capacity in such manner as it deems reasonable in its sole discretion under the circumstances (e.g., allocation of MIP bonuses for the year in which an individual is promoted to an Eligible Employee).

(2) Determination . The amount of Compensation, Final Average Compensation and Section 401(a)(17) Compensation shall be as determined from the books and records of the employing Group member and shall be determined on the basis of when such remuneration is paid to the Participant; provided, however, items of remuneration or portions thereof may be determined on the basis of when the item is earned (in which case the item or portion shall not be again counted when paid) by the Participant if and to the extent the Administrator determines such treatment is appropriate under the circumstances (e.g., including MIP bonuses earned during the final year of employment as Compensation before such bonus is actually paid; including an amount deferred at the election of the Participant as Compensation when it otherwise would have been paid but for such election).

SECTION 4. Payments In The Event Of Death Before The Benefit Commencement Date. A pre-retirement death benefit shall be payable under the same events, at the same time, in the same way and to the same persons and in the same proportions, and subject to the same adjustments, terms and conditions as provided for the pre-retirement death benefit payable under Section 4 of the SERP, but solely with respect to the Pension Amount hereunder.

SECTION 5. Payment Of Retirement Benefits. A Retirement Benefit shall be payable under the same events, at the same time, in the same way and to the same persons and in the same proportions, and subject to the same adjustments, terms and conditions as provided for the retirement benefit payable under Section 5 of the SERP, but solely with respect to the Pension Amount hereunder.

SECTION 6. Confidentiality, Covenants Not To Compete, And Non-Solicitation.

(a) General . Each Eligible Employee acknowledges that as a key executive of the Company or other Group member he or she has become familiar and will continue to be familiar with the trade secrets, know-how, executive personnel, strategies, other confidential information and data of the Group and its members. Each Eligible Employee further acknowledges that the financial security of the Group and the Company’s shareholders depends in large part on the efforts of executives like the Eligible Employee, and that a basic premise for the Plan is to compensate such individuals for their efforts in causing the Group to grow and prosper, thereby helping to insure the Group’s financial future for years well beyond the time the individual leaves. Therefore, in consideration of the extension of the Plan to an Eligible Employee, he or she agrees that (i) after Termination of Employment he or she shall not (directly or indirectly), without the Company’s prior written consent, use or disclose to any other person any confidential information or data concerning the Company or other Group members or former Group members, and (ii) for a period of three (3) years from Termination of Employment he or she shall not (directly or indirectly) and without the Company’s prior written consent:

(1)

(2)

become an employee or agent of any publicly traded corporation or other entity, or any division or subsidiary of such a corporation or entity, where more than 5% of such organization’s business is in competition with any business being conducted, or contemplated being conducted, by the Group as of the date of Termination of Employment, unless the annual sales of such organization do not exceed $40 million;

(3)

(4)

induce or attempt to induce any individual to leave the employ of the Company or other Group member or hire any such individual who approaches him or her for employment.

(b) Forfeiture and Other Remedies . Upon any breach of the covenants described in this Section, all benefits then due under the Plan (and all benefits which otherwise would be due under the Plan in the future) to the Eligible Employee or his or her beneficiaries shall be forfeited. The covenants described in this Section run in favor of and shall be enforceable by the Company or its assigns. The Company shall be entitled to all legal and equitable remedies to prevent, cure and compensate for a breach of the covenants described herein, without posting of bond, and all such remedies shall be in addition to such forfeiture. By accepting coverage under the Plan, each Eligible Employee acknowledges and agrees that his or her breach or breach of the covenants described in this Section 6 will result in irreparable harm to the Company. Therefore, to remedy or prevent such a breach the Company shall be entitled to enjoin the Eligible Employee from taking or failing to take such actions as will or which may be reasonably considered to cause such a breach, including an injunction to prevent the Eligible Employee from breaching the terms of this Section 6.

SECTION 7. Funding And Payment Of Benefits.

(a) General . Except as expressly provided herein, the Plan is an unfunded deferred compensation arrangement. No Group member shall establish or is required to establish any trust to fund benefits provided under the Plan, and no such member shall establish or is required to establish any type of earmarking or segregation of its assets to provide for such benefits. In the event of default of a Group member’s obligations hereunder, each Participant and his or her beneficiaries shall have no greater entitlements or security than does a general creditor of the Group member.

(b) Employer Company . Except as otherwise expressly provided herein, the Employer Company shall pay or provide for the payment of benefits hereunder. If the Employer Company does not timely pay such benefits, then, except as described in subsection (c) immediately following, the sole recourse of the claimant Participant or Beneficiary is against such Employer Company and no other member of the Group shall be responsible to pay or provide for the payment of such benefits or liable for the nonpayment thereof.

(c) Company Assumption of Liability . Under the following circumstances, the Company shall assume and be responsible for the payment of benefits hereunder even though it is not the Employer Company:

(i)

the Employer Company is not participating in the Plan as of the date benefits hereunder are scheduled to commence to a Participant or his or her beneficiaries;

(ii)

the Employer Company does not timely pay or provide for the payment of benefits hereunder and such failure is not corrected within thirty (30) days; or

(iii)

the Participant has a Termination of Employment due to a sale of the stock (or rights analogous to stock) or assets of a Group member, and the Participant has earned a non-forfeitable Retirement Benefit (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual) on or before the date of such termination.

The Company’s obligation under paragraph (i) immediately preceding shall cease when the Employer Company agrees to participate in the Plan. The Company’s obligation under paragraph (ii) immediately preceding shall cease when the Employer Company is current on its payment of benefits. The Company’s obligation under paragraph (iii) immediately preceding shall not come into effect (or if previously effective, shall cease) as of the date the person who purchased such stock or assets, or a person who controls such person, agrees in writing to assume the liability for the benefits the Participant has then earned hereunder; provided, however, that upon a Change in Control the Company, any person in control of the Company, and the Employer Company if not the Company, shall be jointly and severally responsible for payment of benefits hereunder regardless of the other provisions of this Section 7 and the assumption of such liability by another person shall not discharge the Company, any person in control of the Company, and such Employer Company from liability hereunder.

(d) Participation by Other Group Members . A member of the Group may join in this Plan by adopting a written resolution of its board of directors, and delivering such resolution to the Administrator. Any Group member, other than the Company, may end its participation under the Plan by a written resolution of its board of directors delivered to the Committee, provided, however, that no such resolution ending participation shall be effective until thirty (30) days after it is received by the Administrator. By agreeing to join in the Plan, each Group member agrees to pay or provide for the payment o£ benefits hereunder to those Participants and their beneficiaries with respect to whom such member is the Employer Company. No such member, other than the Company, shall have any power or authority to terminate, amend, administer, modify, or interpret the Plan, all such powers being reserved to the Administrator and the Committee.

SECTION 8. Default. Should the Employer Company (and the Company to the extent provided for in Section 7(c)) fail to pay when due any benefit under the Plan to or with respect to a Participant or Beneficiary and such failure to pay continues for a period of sixty (60) days from receipt of a written notice of nonpayment from the affected Participant or Beneficiary, the Employer Company (and the Company to the extent provided in Section 7(c)) shall be in default hereunder and shall pay to the Participant or Beneficiary the benefits past due and the reasonable costs of collection of any such amount, including reasonable attorney’s fees and costs; provided, however, if the Administrator in good faith disputes the amount of such benefit due or whether a person is entitled to such a benefit, then to the extent and duration of such a dispute the Employer Company (and the Company to the extent provided for in Section 7(c)) shall not be

considered in default hereunder; provided further, however, a Participant for whom a KEESA becomes operative due to a Change in Control, and regardless of whether such Participant incurs a Covered Termination, shall be entitled to payment or reimbursement of such costs of collection as provided under Section 13(l).

SECTION 9. Administration Of The Plan.

(1)

determine the rights and benefits of individuals and other persons under the Plan;

(2)

interpret, construe, and apply the provisions of the Plan;

(3)

process and direct the payment of Plan benefits;

(4)

adopt such forms as it deems appropriate or desirable to administer the Plan and pay benefits thereunder; and

(5)

adopt such rules and procedures as it deems appropriate or desirable to administer the Plan.

(d) Indemnity . No member of the Committee or person acting on behalf of the Administrator shall be subject to any liability with respect to the performance of his or her duties under the Plan or a related document unless he or she acts fraudulently or in bad faith. The Company shall indemnify and hold harmless the members of the Committee and the Company’s officers and employees, and the officers and employees of another Group member, from any liability with respect to the performance of their duties under the Plan, unless such duties were performed fraudulently or in bad faith. Such indemnification shall cover any and all reasonable attorneys’ fees and expenses, judgments, fines and amounts paid in settlement, but only to the extent such amounts are (i) actually and reasonably incurred, (ii) not otherwise paid or reimbursable under an applicable employer paid insurance policy, and (iii) not duplicative of other payments made or reimbursements due by the Company or its affiliates under other indemnity agreements.

SECTION 10. Effect of KEESA . If a Participant incurs a Covered Termination, then as or with respect to that Participant:

(i)

(ii)

if the Participant is not fully vested in his or her accrued benefit under the Pension Plan when he or she so terminates employment, such Participant’s Pension Amount as of the Benefit Commencement Date shall be increased by the present value of such non-vested accrued benefit; such present value shall be determined (x) as of the Benefit Commencement Date, (y) by using the amount of such non-vested accrued benefit payable as of the Benefit Commencement Date as calculated under the terms of

the Pension Plan and by assuming the Participant was eligible to receive such non-vested accrued benefit under the Pension Plan on and after the attainment of age fifty-five (55), and (z) by using UP 84 mortality and seven percent (7%) interest; and

(iii)

SECTION 11. Amendment Or Termination.

(a) General . This Plan may be terminated or amended, in whole or in part, at any time by written resolution of the Board of Directors of the Company. Any such action may apply to the Plan as a whole, or any individual Participant or group of Participants. Except as provided in Section 11(b) and (c), any such action may reduce or eliminate (retroactively or prospectively, or both) any benefits under the Plan that otherwise would be payable but for such action.

(b) Limitation on Power to Amend or Terminate .

(1) Vested Participants . As to any Participant who has earned a non-forfeitable Retirement Benefit (determined without regard to Section 6) before the date the Plan is amended or terminated (or, if later, before the date such action is effective), no such amendment or termination shall (without the specific written consent of the Participant):

(i)

reduce the Retirement Benefit earned by the Participant;

(ii)

reduce the amount of Plan benefits then being paid to a Participant or change the form in which such benefits are being paid; or

(iii)

(i)

reduce the amount of Plan benefits to which such Beneficiary is entitled or change the form in which benefits are payable; or

(ii)

terminate, amend, or otherwise change the liability of the Company, Employer Company, or other person to pay or provide for the payment of benefits protected under clause (i) immediately preceding.

(c) Change in Control . In addition to the limitations described in Section 11(b), upon a Change in Control for which a Participant’s KEESA becomes operative and under which a Covered Termination has or may occur, then without the specific written consent of the Participant (or Beneficiary in the event of the Participant’s death), the Plan as in existence immediately prior to the Change in Control may not be (directly or indirectly) terminated, amended, or otherwise changed in any respect during the three year period beginning with the date of the Change in Control, but only with respect to such individual. The prohibition herein described shall apply to any action which affects or is intended to affect the terms and provisions of the Plan as then in effect during such three year period, regardless of when made or effective.

SECTION 12. Claims.

(1)

the specific reason or reasons for the denial;

(2)

a specific reference to the pertinent Plan provisions on which the denial is based;

(3)

a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material is necessary; and

(4)

the steps to be taken if the claimant wishes to appeal the decision to the Committee.

(1) Filing Appeals . A claimant whose claim has been denied in whole or in part may appeal such denial to the Committee by filing a written appeal with the Administrator within sixty (60) days of the date of the denial. A decision of the Administrator which is not appealed within the time herein provided shall be final and conclusive as to any matter which was presented to the Administrator.

SECTION 13. Miscellaneous .

(a) Non-Alienation . Except as otherwise provided under the Plan or as required under applicable law, unless otherwise determined by the Administrator, no right or benefit under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void, and no such right or benefit shall be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person entitled to such right or benefit, and no such right or benefit shall be subject to garnishment, attachment, execution, or levy of any kind.

(b) Employer’s Rights . The right of a Group member to discipline or discharge employees or to exercise rights related to the tenure of employment shall not be adversely affected in any manner by reason of the existence of the Plan or any action hereunder.

(c) Interpretation . Section and subsection headings are for convenient reference only and shall not be deemed to be part of the substance of this instrument or in any way to enlarge or limit the contents of any Section or subsection. Masculine gender shall include the feminine, and vice versa, and singular shall include the plural, and vice versa, unless the context clearly requires otherwise.

(d) Withholding of Taxes . All benefits earned under the Plan or the payment of such benefits, as the case may be, shall be subject to withholding for federal, state, local and other taxes as required by law. If and to the extent any such withholding is required before such benefits are paid to the Participant or Beneficiary, such withholdings shall be made from amounts otherwise payable to such person by a Group member (e.g., salary). If no such other amounts are available to satisfy such withholdings, the Company may reduce the Participant’s Retirement Benefit by the amount needed to pay the Participant’s portion of such tax, plus, with respect to a distribution for FICA taxes, an amount equal to the withholding taxes due under federal, state or local law resulting from the payment of such FICA tax, and an additional amount to pay the additional income tax at source on wages attributable to the pyramiding of the section 3401 wages and taxes, but no greater than the aggregate of the FICA amount and the income tax withholding related to such FICA amount.

(e) Offset for Amounts Due . A Participant’s Retirement Benefit may be reduced by one or more offsets to repay any amounts then due and owing by the Participant to a Group member, unless another means of repayment is agreed to by the Administrator. Except for the right to immediate offset by reduction of the vested Pension Amount for an amount up to $5,000, or such higher amount as allowed in Treasury Regulations under Code section 409A or other applicable guidance, no such offset shall be made before an amount is scheduled to be paid to the Participant or Beneficiary and the amount then offset shall not exceed the amount that would be then otherwise paid.

(f) Computational Errors . In the event mathematical, accounting, actuarial or other errors are made in administration of the Plan due to mistakes of facts, the Administrator may make equitable adjustments, which may be retroactive, to correct such errors. Such adjustments shall be conclusive and binding on all Participants and Beneficiaries.

(g) Requirement of Proof . In discharging their duties and responsibilities under the Plan, the Administrator and the Committee may require proof of any matter concerning this Plan, and no person shall acquire any rights or be entitled to receive any benefits under this Plan until such proof is furnished.

(h) Tax Consequences . Neither the Company nor any other Group member represents or guarantees that any particular federal, foreign, state or local income, payroll, or other tax consequence will result from participation in this Plan or payment of benefits under the Plan.

(i) Communications . The Administrator shall prescribe the forms of communication, including forms for benefit application and the like, with respect to the Plan as it deems appropriate. Any such communication and assent or consent thereto may be handled by electronic means.

(j) Not Compensation Under Other Benefit Plans . No amounts paid or payable to a Participant under the Plan shall be deemed to be salary or compensation for purposes of any other employee benefit plan of the Company or any other Group member except as and to the extent otherwise specifically provided in such other plan.

(k) Choice of Law . To the extent not preempted by ERISA or any other federal statute, the construction and interpretation of the Plan shall be governed by the laws of the State of Minnesota, without reference to conflict of law principles thereof.

(l) Savings Clause . Should any valid federal or state law or final determination of any agency or court of competent jurisdiction affect any provision of this Plan, the Plan provisions not affected by such determination shall continue in full force and effect.

(m) Change in Control . A Participant for whom a KEESA becomes operative due to a Change in Control, and regardless of whether such Participant incurs a Covered Termination, shall be entitled to adjudicate any dispute regarding his or her benefits or rights and

entitlements under the Plan, after compliance to the extent necessary with the claim procedures under Section 12, in the forums and venues as provided in Section 22 of the KEESA, and shall be entitled to payment or reimbursement of costs and expenses related to such adjudication as provided in Section 15 of the KEESA.

SECTION 14. Transition Rules .

(a) General . Except as described in this Section, this Plan document shall govern when and how Plan benefits are payable with respect to individuals who are Participants on or after January 1, 2009. For the period that began on January 1, 2005 and ended December 31, 2008, the Plan as in effect on December 31, 2004 governed the rights and obligations of the Company and Participants, except as modified by the Administrator in its discretion so that the Plan and its operations were in good faith compliance with Code section 409A.

(b) 2004 Vested Participants Benefits . The Plan document in effect as of December 31, 2004 (the “2004 Plan”) shall govern when and how then vested Plan benefits are payable, including the elections available or discretion granted to choose or affect the form or commencement date of such benefits. In determining such vested Plan benefits, the Pension Amount as of such date shall be determined as if the Participant had a Separation from Service on the earlier of (i) December 31, 2004 and (ii) the actual date of such event. The Pension Amount as so determined shall be increased by the adjustment factor for the period from the first of the month next following the earlier of such dates to the annuity commencement date, and shall be converted into the annuity forms available for payment, all as provided for in the 2004 Plan.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby approve the form and content of this amended and restated Plan document.


Dated:

SCHEDULE 1

Items Included

Items Excluded

Base salary or wages, including such salary or wages deferred at the election of an individual under the Pentair, Inc. Non-Qualified Deferred Compensation Plan

401(k) plan before-tax and after-tax employee contributions

Section 125 plan (flexible benefit plan) pre-tax employee contributions

Employee Stock Purchase and Bonus Plan employer bonus contributions

Management Incentive Plan (or successor plan) bonus, including such bonus deferred at the election of an individual under the Pentair, Inc. Non-Qualified Deferred Compensation Plan

Holiday pay

Sick leave pay

Bereavement pay

Jury duty pay

Military pay

Gain-sharing payments

Profit-sharing payments

Short-term disability benefits

Perquisites

Cash payments made and property or rights in property other than cash granted under or pursuant to the Omnibus Stock Incentive Plan or successor plan

Special awards under the Management Incentive Plan or successor plan

Severance pay

Moving expense reimbursements

Employee business expense reimbursements

Tuition reimbursement

Adoption assistance payments

Computer hardware and software purchase reimbursements

Special cash awards

Foreign duty pay enhancements

Except as expressly provided in the column immediately to the left, all contributions (other than after-tax employee contributions) to and all benefits received under a tax-qualified plan

Exhibit 10.15

THIS DEED OF INDEMNIFICATION (“ Deed ”) dated as of June 3, 2014 and effective as of the consummation of the merger (the “ Merger ”) between Pentair Ltd. and the Company (“ Effective Time ”), is made by and between Pentair plc, a public limited company incorporated in Ireland (registered number 536025) and having its registered office at Arthur Cox Building, Earlsfort Centre, Earlsfort Terrace, Dublin 2 (the “ Company ”), and [•] (“ Covered Person ”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Covered Person will be a director and/or officer of the Company upon the Effective Time;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify persons serving as directors and/or officers of the Company to the fullest extent permitted by applicable law so that they will serve or continue to serve as directors and/or officers of the Company free from undue concern that they will not be so indemnified;

WHEREAS, the articles of association of the Company (the “ Articles ”) permit the Company, so far as permitted by the Irish Companies Acts, to indemnify any current or former member of the Company’s Board of Directors (the “ Board ”), current or former officer of the Company or any person who is serving or has served at the request of the Company as a member of the board of directors or as an officer of another corporation to the fullest extent permitted by law, and requires the Company under certain circumstances to advance expenses relating to the defence or settlement of indemnification matters; and Covered Person has been serving and continues to serve as a director and/or officer of the Company in part in reliance on the Articles;

WHEREAS, the Company wishes to provide Covered Person with specific contractual assurance that the protection promised by the Articles, as well as certain additional protections permitted by the Articles and applicable law, will be available to Covered Person (regardless of, among other things, any amendment to or revocation of the Company’s Articles or any change in the composition of the Company’s Board or acquisition transaction relating to the Company);

WHEREAS, this Deed is a supplement to and in furtherance of the indemnification provided in the Articles or other governing documents of the Company and/or its subsidiaries and any resolutions adopted pursuant thereto and shall not be deemed a substitute thereafter, nor to diminish or abrogate any rights of the Covered Person;

NOW, THEREFORE, in consideration of the above premises and intending to be legally bound hereby, the parties agree as follows:

1. Certain Definitions .

(a) Affiliate : any corporation or other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

(b) Board : the Board of Directors of the Company.

(i) any Person becomes a “ Beneficial Owner ”, as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the Voting Shares (as defined below) of the Company;

(ii) the majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board immediately following the Merger, provided that any person becoming a member of the Board subsequent to such date whose election or nomination for election was supported by three-quarters of the members of the Board who then comprised the Incumbent Directors shall be considered to be an Incumbent Director;

(iii) the Company adopts any plan of liquidation providing for the distribution of all or substantially all of its assets;

(iv) all or substantially all of the assets or business of the Company is disposed of pursuant to a merger, consolidation or other transaction (unless the shareholders of the Company immediately prior to such a merger, consolidation or other transaction beneficially own, directly or indirectly, 50% or more of the Voting Shares or other ownership interests of the entity or entities, if any, that succeed to the assets or business of the Company); or

(v) the Company combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of the Company immediately prior to the combination hold, directly or indirectly, 50% or less of the Voting Shares of the combined company (there being excluded from the number of shares held by such shareholders, but not from the Voting Shares of the combined company, any shares received by Affiliates of such other company in exchange for shares of such other company).

(d) Enterprise : the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Covered Person is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

(e) Exchange Act : the U.S. Securities Exchange Act of 1934, as amended.

(f) Expenses : any expense, liability, or loss, including reasonable attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Deed, and all other costs and obligations, paid or incurred in connection with investigating, defending, prosecuting (subject to Section 2(b)), being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.

(g) Indemnifiable Event : (i) any event or occurrence that takes place either prior to or after the execution of this Deed, related to the fact that Covered Person is or was a director, officer, secretary or employee of the Company, or while a director, officer or secretary of the Company is or was serving at the request of the Company as a director, officer, secretary, employee, trustee, agent, or fiduciary of any other Enterprise, or related to anything done or not done by Covered Person in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, secretary, employee, trustee, agent, or fiduciary or in any other capacity while serving as a director, officer, secretary, employee, trustee, agent, or fiduciary, or (ii) any event or occurrence that took place prior to the Effective Time, related to the fact that Covered Person was a director or officer of Pentair Ltd., or while a director or officer of Pentair Ltd. was serving at the request of Pentair Ltd. as a director, officer, employee, trustee, agent, or fiduciary of any other Enterprise, or was a director, officer, employee, trustee, agent, or fiduciary of a foreign or domestic corporation that was a predecessor corporation of Pentair Ltd. or another Enterprise at the request of such predecessor corporation, or related to anything done or not done by Covered Person in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, trustee, agent, or fiduciary or in any other capacity while serving as a director, officer, employee, trustee, agent, or fiduciary.

(h) Independent Counsel : the person or body appointed as such in connection with Section 3.

(i) officer of the Company : officer of the Company as defined or appointed by the Board.

(j) Person : means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental authority or similar entity or organization.

(k) Proceeding : any threatened, pending, or completed investigation, inquiry, hearing, action, suit, proceeding or alternative dispute resolution mechanism (including by or in the right of the Company), whether civil, criminal, administrative or investigative.

(l) Reviewing Party : the person or body appointed as such in accordance with Section 3.

(m) Specified Change of Control : a Change of Control of the Company (other than a Change in Control approved by a majority of the Incumbent Directors).

(n) Voting Shares : with respect to any Enterprise, capital shares of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors (or similar function) of such Enterprise.

2. Agreement to Indemnify .

(a) General Agreement . In the event Covered Person was, is, or is threatened to be made a party to or is otherwise involved in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Covered Person from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). For the purpose of this Deed, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provisions of Irish law and/or the Articles that authorise, permit or contemplate indemnification by agreement, court action or corresponding provisions of any amendment to or replacement of such provisions; and (ii) to the fullest extent authorised or permitted by any amendments to or replacements of Irish law and/or the Articles adopted after the date of this Deed that increase the extent to which a company may indemnify its directors, officers or secretary.

(b) Initiation of Proceeding . Notwithstanding anything in this Deed to the contrary, Covered Person shall not be entitled to indemnification pursuant to this Deed in connection with any Proceeding initiated by Covered Person against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted after a Specified Change in Control and Independent Counsel has approved its initiation.

(c) Mandatory Indemnification . Notwithstanding any other provision of this Deed, top the fullest extent permitted by law, to the extent that Covered Person has been successful on the merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Covered Person shall be indemnified by the Company hereunder against all Expenses incurred in connection therewith.

(d) Expense Advances . If Covered Person is made or threatened to be made a party to a Proceeding or is otherwise involved in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, Covered Person is entitled, upon written request to the Company, to advancement of reimbursement by the Company of reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in advance of the final disposition of the Proceeding to the fullest extent permitted by law (“ Expense Advances ”), upon receipt by the Company of a written affirmation by Covered Person of a good faith belief that the criteria for indemnification by the Company pursuant to this Section 2 have been satisfied and a written undertaking by Covered Person to repay all amounts so paid or reimbursed by the Company, if it is ultimately determined (by a final, non-appealable adjudication or arbitration decision to which Covered Person is a party) that the criteria for such indemnification under this Section 2 have not been satisfied. Covered Person shall not be entitled to any Expense Advance in respect of a

Proceeding if in the determination of the Reviewing Party (which determination is subject to challenge by Covered Person pursuant to Section 4(b)) it previously has already been ultimately determined that Covered Person is not entitled to indemnification under this Section 2 in respect of the Indemnifiable Event that is the subject matter of the Proceeding. Covered Person’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

(e) Partial Indemnification . If Covered Person is entitled under any provision of this Deed to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Covered Person for the portion thereof to which Covered Person is entitled.

(f) Prohibited Indemnification . Notwithstanding any other provision of this Deed, no indemnification pursuant to this Deed shall be paid by the Company:

(i) on account of any Proceeding in which judgment is rendered against Covered Person for an accounting of profits made from the purchase or sale by Covered Person of securities of the Company pursuant to the provision of Section 16(b) of the Exchange Act or similar provision of any federal, state, or local laws; or

(ii) if a court or governmental or administrative authority of competent jurisdiction by a final determination not subject to appeal, determines that such indemnification would be invalid under applicable law.

3. Reviewing Party; Exhaustion of Remedies . (a) Prior to any Specified Change in Control, the Reviewing Party with respect to a Proceeding shall be (i) the members of the Board who are not parties to such Proceeding, even though less than a quorum (acting by a majority vote thereof); (ii) a committee comprised entirely of members of the Board who are not parties to such Proceeding (acting by a majority vote thereof), such committee to be designated by a majority vote of the Board; (iii) if there is no such member of the Board, or if such member or members of the Board so direct, by Independent Counsel in a written opinion; or (iv) the General Meeting of Shareholders (acting by resolution of a majority of the shares represented at the General Meeting). After a Specified Change of Control, the Reviewing Party shall be Independent Counsel.

(b) With respect to all matters arising after a Specified Change in Control concerning the rights of Covered Person to indemnification and Expense Advances under this Deed, the indemnification agreement, dated as of the date hereof, between Pentair Management Company and Covered Person (the “Pentair Management Company Indemnification Agreement”), or any other agreement to which the Company or any of its Affiliates is a party or under applicable law or the Articles now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company and Pentair Management Company shall seek legal advice only from Independent Counsel selected by Covered Person and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company, Pentair Management Company or Covered Person (other than previously acting as Independent Counsel) within the last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest

(other than previously acting as Independent Counsel) in representing the Company, Pentair Management Company or Covered Person in an action to determine Covered Person’s rights under this Deed. Such Independent Counsel, among other things, shall render its written opinion to the Company, Pentair Management Company and Covered Person as to whether and to what extent Covered Person should be permitted to be indemnified under applicable law. In doing so, the Independent Counsel may consult with (and rely upon) counsel in any appropriate jurisdiction who would qualify as Independent Counsel (“ Local Counsel ”). The Company agrees to pay the reasonable fees of the Independent Counsel and the Local Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Deed or the engagement of Independent Counsel or the Local Counsel pursuant hereto.

(c) The Pentair Management Company Indemnification Agreement provides that, prior to making written demand on Pentair Management Company for indemnification pursuant to Section 4(a) of the Pentair Management Company Indemnification Agreement or making a request for Expense Advance (as defined in the Pentair Management Company Indemnification Agreement) pursuant to Section 2(d) of the Pentair Management Company Indemnification Agreement, Covered Person shall (i) seek such indemnification or Expense Advance, as applicable, under any applicable insurance policy and (ii) request that the Company consider in its discretion whether to make such indemnification or Expense Advance, as applicable. Upon any such request by Covered Person of the Company, the Company shall consider whether to make such indemnification or Expense Advance, as applicable, based on the facts and circumstances related to the request. The Company may require, as a condition to making any indemnification or Expense Advance, as applicable, that Covered Person enter into an agreement providing for such indemnification or Expense Advance, as applicable, to be made subject to substantially the same terms and conditions applicable to an indemnification or Expense Advance, as applicable, by Pentair Management Company under the Pentair Management Company Indemnification Agreement (including, without limitation, conditioning any Expense Advance upon delivery to the Company of an undertaking of the type described in Section 2(d) of the Pentair Management Company Indemnification Agreement).

4. Indemnification Process and Appeal .

(a) Indemnification Payment . Covered Person shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Deed as soon as practicable after Covered Person has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Covered Person is not entitled to indemnification under applicable law.

(b) Adjudication or Arbitration . (i) If Covered Person has not received indemnification or an Expense Advance after making a demand in accordance with the terms of this Deed (a “ Nonpayment ”), Covered Person shall have the right to enforce its indemnification rights under this Deed by commencing litigation in a court in Ireland having subject matter jurisdiction thereof (each such court, as applicable, the “ Applicable Court ”) in each case seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Covered Person in any such litigation shall be binding on the Company, Pentair Management

Company and Covered Person. The remedy provided for in this Section 4(b) shall be in addition to any other remedies available to Covered Person at law or in equity. The Company, Pentair Management Company and Covered Person hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Deed shall be brought only in the Applicable Court and not in any court in the United States or in any other country, (B) consent to submit to the exclusive jurisdiction of the Applicable Court for purposes of any action or proceeding arising out of or in connection with this Deed, (C) waive any objection to the laying of venue or any such action or proceeding in the Applicable Court, and (D) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Applicable Court has been brought in an improper or inconvenient forum.

(ii) Alternatively, in the case of a Nonpayment, Covered Person, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

(iii) In the event that a determination shall have been made pursuant to this Deed that Covered Person is not entitled to indemnification or an Expense Advance, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Covered Person shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) the Company shall have the burden of proving Covered Person is not entitled to indemnification or Expense Advance, as the case maybe. If Covered Person commences a judicial proceeding or arbitration pursuant to this Section 4(b), Covered Person shall not be required to reimburse the Company for any advances pursuant to Section 2(d) until a final determination is made with respect to Covered Person’s entitlement to an Expense Advance (as to which all rights of appeal have been exhausted or lapsed).

(iv) In the event that Covered Person, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Deed, if Covered Person prevails in whole or in part in such action, Covered Person shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by Covered Person in so enforcing his or her rights under, or so recovering damages for breach of, this Deed, in such judicial adjudication or arbitration.

(i) It shall be a defence to any action brought by Covered Person against the Company to enforce this Deed that it is not permissible under applicable law for the Company to indemnify Covered Person for the amount claimed; provided that the Company may not assert this defence in an action brought by Covered Person to enforce a claim for Expense Advance in respect of a Proceeding unless it previously has already been ultimately determined (by a final, non-appealable adjudication or arbitration decision to which Covered Person is a party) that Covered Person is not entitled to indemnification under Section 2 in respect of the Indemnifiable Event that is the subject matter of the Proceeding.

(ii) In connection with any action or any determination by the Reviewing Party or otherwise as to whether Covered Person is entitled to be indemnified hereunder, the burden of proving such a defence or determination shall be on the Company.

(iii) Neither the failure of the Reviewing Party or the Company (including its Board, Independent Counsel, or its shareholders) to have made a determination prior to the commencement of such action by Covered Person that indemnification of Covered Person is proper under the circumstances because Covered Person has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, Independent Counsel, or its shareholders) that Covered Person had not met such applicable standard of conduct, shall be a defence to the action or create a presumption that Covered Person has not met the applicable standard of conduct.

(iv) For purposes of this Deed, to the fullest extent permitted by law, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Covered Person did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

(v) For purposes of any determination of good faith in relation to this Deed, Covered Person shall be deemed to have acted in good faith if Covered Person’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Covered Person by the management of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 4(c)(v) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Covered Person may be deemed or found to have met the applicable standard of conduct set forth in applicable law.

(vi) The knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall not be imputed to Covered Person for purposes of determining any right to indemnification under this Deed.

(vii) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Deed that the procedures or presumptions of this Deed are not valid, binding and enforceable and shall stipulate in any court or before any arbitrator that the Company is bound by all the provisions of this Deed.

5 . Indemnification for Expenses Incurred in Enforcing Rights . In addition to Covered Person’s rights under Section 4(b)(iv), the Company shall indemnify Covered Person against any and all Expenses that are incurred by Covered Person in connection with any action brought by Covered Person:

(a) for indemnification or advance payment of Expenses under any agreement to which the Company or any of its Affiliates is a party (other than this Deed) or under applicable law, the Articles now or hereafter in effect relating to indemnification or advance payment of Expenses for Indemnifiable Events (it being specified, for the avoidance of doubt, that this clause (a) shall not be deemed to provide Covered Person with a right to the indemnification or advance payment of Expenses being sought in such action); and/or

(b) for obtaining recovery under directors’ and officers’ liability insurance policies maintained by the Company,

but only in the event that Covered Person ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. In addition, the Company shall, if so requested by Covered Person, provide Expense Advances to Covered Person, subject to and in accordance with Section 2(d), in respect of any such action.

6. Notification and Defense of Proceeding .

(a) Notice . Promptly after receipt by Covered Person of notice of the commencement of any Proceeding, Covered Person shall, if a claim in respect thereof is to be made against the Company under this Deed, notify the Company and Pentair Management Company of the commencement thereof; but the omission so to notify the Company and Pentair Management Company will not relieve the Company from any liability that it may have to Covered Person, except as provided in Section 6(c).

(b) Defence . With respect to any Proceeding as to which Covered Person notifies the Company and Pentair Management Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defence thereof with counsel reasonably satisfactory to Covered Person. After notice from the Company to Covered Person of its election to assume the defence of any Proceeding, the Company shall not be liable to Covered Person under this Deed or otherwise for any Expenses subsequently incurred by Covered Person in connection with the defence of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Covered Person shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defence shall be at Covered Person’s expense unless: (i) the employment of legal counsel by Covered Person has been authorized by the Company, (ii) Covered Person has reasonably determined that there may be a conflict of interest between Covered Person and the Company in the defence of the Proceeding, (iii) after a Specified Change in Control, the employment of counsel by Covered Person has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defence of such Proceeding, in each of which cases all Expense of legal counsel of Covered Person in respect of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defence of any Proceeding brought by or on behalf of the Company or as to which Covered Person shall have employed legal counsel as provided for in (ii), (iii) and (iv) above.

(c) Settlement of Claims . The Company shall not be liable to indemnify Covered Person under this Deed or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, such consent not to be unreasonably withheld; provided, however, that if a Specified Change in Control has occurred, the Company shall be liable for indemnification of Covered Person for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Covered Person without Covered Person’s written consent. The Company shall not be liable to indemnify Covered Person under this Deed with regard to any judicial award to the extent the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defence of such action; the Company’s liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Deed.

7. Establishment of Trust . In the event of a Specified Change in Control, the Company shall, upon written request by Covered Person, create a trust for the benefit of Covered Person (the “Trust”) and from time to time upon written request of Covered Person shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of Covered Person, (ii) the Trustee (as defined below) shall advance, within five business days of a request by Covered Person, any and all Expenses to Covered Person (and Covered Person hereby agrees to reimburse the Trust under the same circumstances for which Covered Person would be required to reimburse the Company under Section 2(d) of this Deed), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to Covered Person all amounts for which Covered Person shall be entitled to indemnification pursuant to this Deed or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that Covered Person has been fully indemnified under the terms of this Deed. The trustee of the Trust (the “ Trustee ”) shall be chosen by Covered Person. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Deed. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Deed or the establishment and maintenance of the Trust.

8. Non-Exclusivity . It being the policy of the Company that indemnification of Covered Person shall be made to the fullest extent permitted by law, the indemnification provided by this Deed shall not be deemed exclusive (a) of any other rights that Covered Person may be entitled, including pursuant to the Articles, any separate agreement, including the Pentair Management Indemnification Agreement (provided, however, that upon the Effective Time, this Deed shall supersede any indemnification agreement between Pentair Ltd. and Covered Person entered into prior to the date thereof), applicable law, any insurance purchased by the Company, vote of shareholders or disinterested members of the Board, or pursuant to the direction (however embodied) of any court of competent jurisdiction, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, or (b) of

the power of the Company to indemnify any person who is or was an employee or agent of the Company or of another Enterprise which he or she is serving or has served at the request of the Company. The indemnification provided by this Deed shall continue as to Covered Person after he or she has ceased to be a member of the Board or officer of the Company and shall inure to the benefit of his or her heirs, executors, and administrators.

To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under the Articles, the Pentair Management Company Indemnification Agreement, applicable law or this Deed, it is the intent of the parties that Covered Person enjoy by this Deed the greater benefits so afforded by such change.

9. Liability Insurance . The Company may procure insurance on behalf of Covered Person against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Deed, the Articles and/or applicable law. The insurance premiums shall be charged to and paid by the Company or its subsidiaries.

To the extent the Company maintains an insurance policy or policies providing general and/or directors’ and officers’ liability insurance, Covered Person shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

10. Exclusions . In addition to and notwithstanding any other provision of this Deed to the contrary, the Company shall not be obligated under this Deed to make any payment pursuant to this Deed for which payment is expressly prohibited by law (including, with respect to any director or secretary of the Company, in respect of any liability expressly prohibited from being indemnified pursuant to section 200 of the Irish Companies Act 1963 (as amended) (including any successor provisions) but (i) in no way limiting any rights under section 391 of the Irish Companies Act 1963 (as amended), and (ii) to the extent any such limitations or prescriptions are amended or determined by a court of a competent jurisdiction to be void or inapplicable, or relief to the contrary is granted, then the Covered Person shall receive the greatest rights then available under law.

11. Continuation of Contractual Indemnity or Period of Limitations . All agreements and obligations of the Company contained herein shall continue for so long as Covered Person shall be subject to, or involved in, any Proceeding for which indemnification is provided pursuant to this Deed.

12. Contribution . To the fullest extent permissible under applicable law, if the indemnification provided for in this Deed is unavailable to Covered Person for any reason whatsoever, the Company, in lieu of indemnifying Covered Person, shall contribute to the amount incurred by Covered Person, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an Indemnifiable Event under this Deed, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Covered Person as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Covered Person in connection with such event(s) and/or transaction(s).

13. Amendment of this Deed . No supplement, modification, or amendment of this Deed shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Deed shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a continuing waiver. Except, as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

14. Subrogation . In the event of payment under this Deed, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Covered Person, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

15. No Duplication of Payments . The Company shall not be liable under this Deed to make any payment in connection with any claim made against Covered Person to the extent Covered Person has otherwise received payment (under any insurance policy, the Articles, the Pentair Management Company Indemnification Agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

16. Obligations of the Company . In the event a Proceeding results in a judgment in Covered Person’s favor or otherwise is disposed of in a manner that allows the Company to indemnify Covered Person in connection with such Proceeding under the Articles as then in effect, the Company will provide such indemnification to Covered Person and will reimburse Pentair Management Company for any indemnification or Expense Advance previously made by Pentair Management Company in connection with such Proceeding.

17. Assignability; Binding Effect . This Deed is not assignable by either the Company or Covered Person without the prior written consent of the other and any attempt to assign this Deed without such consent shall be void and of no effect. This Deed shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives; provided, however, that Pentair Management Company shall be a beneficiary of, and have the right to enforce, Section 16 hereof. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Covered Person, expressly to assume and agree to perform this Deed in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The indemnification provided under this Deed shall continue as to Covered Person for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he may have ceased to serve in such capacity at the time of any Proceeding or is deceased and shall inure to the benefit of the heirs, executors, administrators, legatees and assigns of such a person.

18. Severability . Any term or provision of this Deed which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Deed in any other jurisdiction. If any provision of this Deed is so broad as to be unenforceable, such provision shall be interpreted to be only so broadly as is enforceable.

19. Governing Law . This Deed shall be governed by and construed in accordance with the laws of Ireland without giving effect to any choice or conflict of law or rules.

20. Counterparts . This Deed may be executed in multiple counterparts (any one of which need not contain the signatures of both the Company and Covered Person), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Deed, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of either the Company or Covered Person, the other party shall re-execute original forms thereof and deliver them to the requesting party. Neither the Company nor Covered Person shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature was transmitted or communicated through the use of facsimile machine or other electronic means as a defence to the formation of an agreement and both the Company and Covered Person forever waive any such defence.

21. Notices . All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

Pentair plc

Arthur Cox Building

Earlsfort Centre

Earsfort Terrace

Dublin 2

Ireland

Attention: Secretary

and

Pentair Management Company

5500 Wayzata Blvd, Suite 800

Golden Valley, Minnesota

Attention: General Counsel

And to Covered Person at:

[Name, Address]

Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the day of actual receipt.

22. Interpretation . The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as the inclusive term “and/or”. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth therein) and (ii) the headings contained in this Deed are for reference purposes only and shall not affect in any way the meaning or interpretation of this Deed.

[The remainder of page intentionally left blank.]

IN WITNESS WHEREOF , the parties hereto have caused this Deed to be executed as of the day and year first above written.


GIVEN under the Common Seal of
PENTAIR PLC
and delivered as a Deed		Director


		Director/Secretary

SIGNED and DELIVERED as a DEED by [ COVERED PERSON ] in the presence of:
		Signature


Witness (Signature)


Witness (Print Name)

Witness Address:

Exhibit 10.16

INDEMNIFICATION AGREEMENT

THIS AGREEMENT dated as of June 3, 2014 and effective as of as of the consummation of the merger (the “Merger”) between Pentair plc (“Parent”) and Pentair Ltd. (such time, the “Effective Time”), by and between Pentair Management Company, a Delaware corporation (the “Company”), and [•] (“Covered Person”).

WHEREAS, Covered Person has previously served as a director and/or officer for Pentair Ltd., the publicly-traded holding company for the Pentair group of companies, including the Company, which, pursuant to the merger agreement between Pentair Ltd. and Parent, will, simultaneously with the effectiveness of this Agreement, consummate the Merger, resulting in Parent becoming the ultimate parent entity of the Company and the Pentair group;

WHEREAS, following the Effective Time, the Company will be an indirect wholly owned subsidiary of Parent;

WHEREAS, it is essential to the Company that the ultimate parent entity of the Pentair group retain and attract as directors and officers the most capable persons available;

WHEREAS, in order to attract such persons, Parent must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of Parent;

WHEREAS, the Company has requested that Covered Person serve as a director and/or officer of Parent upon the Effective Time, and, if requested to do so by the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other Enterprise;

WHEREAS, due to restrictions imposed by Irish law, the Articles of Association of Parent do not confer indemnification and advancement rights on its directors and officers as broad as the indemnification and advancement rights that, prior to the Effective Time, were provided by Pentair Ltd. to its directors and officers;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify persons serving as directors and/or officers of Parent to the fullest extent permitted by the General Corporation Law of the State of Delaware so that they will serve or continue to serve as directors and/or officers of Parent free from undue concern that they will not be so indemnified due to the applicable law applying to the ultimate parent entity of the Pentair group as a result of the Merger;

NOW, THEREFORE, in consideration of the above premises, Covered Person’s service to Parent and the covenants and agreements set forth below, and for other good and valuable consideration and other benefits received, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Certain Definitions .

(b) Board : the Board of Directors of Parent.

(i) any Person becomes a “Beneficial Owner,” as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the Voting Shares (as defined below) of Parent;

(iii) Parent adopts any plan of liquidation providing for the distribution of all or substantially all of its assets;

(iv) all or substantially all of the assets or business of Parent is disposed of pursuant to a merger, consolidation or other transaction (unless the shareholders of Parent immediately prior to such a merger, consolidation or other transaction beneficially own, directly or indirectly, 50% or more of the Voting Shares or other ownership interests of the entity or entities, if any, that succeed to the assets or business of Parent); or

(v) Parent combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of Parent immediately prior to the combination hold, directly or indirectly, 50% or less of the Voting Shares of the combined company (there being excluded from the number of shares held by such shareholders, but not from the Voting Shares of the combined company, any shares received by Affiliates of such other company in exchange for shares of such other company).

(d) Enterprise : Parent and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Covered Person is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

(e) Exchange Act : the U.S. Securities Exchange Act of 1934, as amended.

(f) Expenses : any expense, liability, or loss, including reasonable attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and all other costs and obligations, paid or incurred in connection with investigating, defending, prosecuting (subject to Section 2(b)), being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.

(g) Indemnifiable Event : (i) any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Covered Person is or was a director, officer, secretary or employee of Parent, or while a director, officer or secretary of Parent is or was serving at the request of the Company as a director, officer, secretary, employee, trustee, agent, or fiduciary of any other Enterprise, or related to anything done or not done by Covered Person in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, secretary, employee, trustee, agent, or fiduciary or in any other capacity while serving as a director, officer, secretary, employee, trustee, agent, or fiduciary, or (ii) any event or occurrence that took place prior to the Effective Time, related to the fact that Covered Person was a director or officer of Pentair Ltd., or while a director or officer of Pentair Ltd. was serving at the request of Pentair Ltd. as a director, officer, employee, trustee, agent, or fiduciary of any other Enterprise, or was a director, officer, employee, trustee, agent, or fiduciary of a foreign or domestic corporation that was a predecessor corporation of Pentair Ltd. or another Enterprise at the request of such predecessor corporation, or related to anything done or not done by Covered Person in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, trustee, agent, or fiduciary or in any other capacity while serving as a director, officer, employee, trustee, agent, or fiduciary.

(h) Independent Counsel : the person or body appointed as such in connection with Section 3.

(i) officer of Parent : officer of Parent as defined or appointed by the Board.

(k) Proceeding : any threatened, pending, or completed investigation, inquiry, hearing, action, suit, proceeding or alternative dispute resolution mechanism (including by or in the right of Parent), whether civil, criminal, administrative or investigative.

(l) Reviewing Party : the person or body appointed as such in accordance with Section 3.

(m) Specified Change of Control : a Change of Control of Parent (other than a Change in Control approved by a majority of the Incumbent Directors).

2. Agreement to Indemnify .

(a) General Agreement . In the event Covered Person was, is, or is threatened to be made a party to or is otherwise involved in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Covered Person from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute or provided by Parent’s Articles of Association, the separate deed of indemnification which Covered Person has with Parent or applicable law.

(b) Initiation of Proceeding . Notwithstanding anything in this Agreement to the contrary, Covered Person shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Covered Person against Parent or any director or officer of Parent unless (i) Parent has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted after a Specified Change in Control and Independent Counsel has approved its initiation.

(c) Mandatory Indemnification . Notwithstanding any other provision of this Agreement, to the extent that Covered Person has been successful on the merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Covered Person shall be indemnified by the Company hereunder against all Expenses incurred in connection therewith.

(d) Expense Advances . If Covered Person is made or threatened to be made a party to a Proceeding or is otherwise involved in a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, Covered Person is entitled, upon written request to the Company, to advancement of reimbursement by the Company of reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in advance of the final disposition of the Proceeding (“Expense Advances”), upon receipt by the Company of a written affirmation by Covered Person of a good faith belief that the criteria for indemnification by the Company pursuant to this Section 2 have been satisfied and a written undertaking by Covered Person to repay all amounts so paid or reimbursed by the Company, if it is ultimately determined (by a final, non-appealable adjudication or arbitration decision to which Covered Person is a party) that the criteria for such indemnification under this Section 2 have not been satisfied. Covered Person shall not be entitled to any Expense Advance in respect of a Proceeding if in the determination of the Reviewing Party (which determination is subject to challenge by Covered Person pursuant to Section 4(b)) it previously has already been ultimately determined that Covered Person is not entitled to indemnification under this Section 2 in respect of the Indemnifiable Event that is the subject matter of the Proceeding. Covered Person’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

(e) Partial Indemnification . If Covered Person is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Covered Person for the portion thereof to which Covered Person is entitled.

(f) Prohibited Indemnification . Notwithstanding any other provision of this Agreement, no indemnification pursuant to this Agreement shall be paid by the Company:

(i) on account of any Proceeding in which judgment is rendered against Covered Person for an accounting of profits made from the purchase or sale by Covered Person of securities of Parent pursuant to the provision of Section 16(b) of the Exchange Act or similar provision of any federal, state, or local laws; or

(ii) if a court or governmental or administrative authority of competent jurisdiction by a final determination not subject to appeal, determines that Covered Person has committed a breach of his or her statutory duties to Parent for which such indemnification would be invalid under applicable law.

3. Reviewing Party; Exhaustion of Remedies . (a) Prior to any Specified Change in Control, the Reviewing Party with respect to a Proceeding shall be (i) the members of the Board who are not parties to such Proceeding, even though less than a quorum (acting by a majority vote thereof); (ii) a committee comprised entirely of members of the Board who are not parties to such Proceeding (acting by a majority vote thereof), such committee to be designated by a majority vote of the Board; (iii) if there is no such member of the Board, or if such member or members of the Board so direct, by Independent Counsel in a written opinion; or (iv) the General Meeting of Shareholders (acting by resolution of a majority of the shares represented at the General Meeting). After a Specified Change of Control, the Reviewing Party shall be Independent Counsel.

(b) With respect to all matters arising after a Specified Change in Control concerning the rights of Covered Person to indemnification and Expense Advances under this Agreement, the separate deed of indemnification which Covered Person has with Parent or any other agreement to which Parent or any of its Affiliates is a part, or under applicable law or Parent’s Articles of Association now or hereafter in effect relating to indemnification for Indemnifiable Events, Parent and the Company shall seek legal advice only from Independent Counsel selected by Covered Person and approved by Parent (which approval shall not be unreasonably withheld), and who has not otherwise performed services for Parent, the Company or Covered Person (other than previously acting as Independent Counsel) within the last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest (other than previously acting as Independent Counsel) in representing Parent, the Company or Covered Person in an action to determine Covered Person’s rights under this Agreement. Such Independent Counsel, among other things, shall render its written opinion to Parent, the Company and Covered Person as to whether and to what extent Covered Person should be permitted to be indemnified under applicable law. In

doing so, the Independent Counsel may consult with (and rely upon) counsel in any appropriate jurisdiction (e.g., Delaware) who would qualify as Independent Counsel (“Local Counsel”). The Company agrees to pay the reasonable fees of the Independent Counsel and the Local Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of Independent Counsel or the Local Counsel pursuant hereto.

(c) Prior to making written demand on the Company for indemnification pursuant to Section 4(a) or making a request for Expense Advance pursuant to Section 2(d), Covered Person shall (i) seek such indemnification or Expense Advance, as applicable, under any applicable insurance policy and (ii) request that Parent consider in its discretion whether to make such indemnification or Expense Advance, as applicable. Upon any such request by Covered Person of Parent, Parent shall consider whether to make such indemnification or Expense Advance, as applicable, based on the facts and circumstances related to the request. Parent may require, as a condition to making any indemnification or Expense Advance, as applicable, that Covered Person enter into an agreement providing for such indemnification or Expense Advance, as applicable, to be made subject to substantially the same terms and conditions applicable to an indemnification or Expense Advance, as applicable, by the Company hereunder (including, without limitation, conditioning any Expense Advance upon delivery to Parent of an undertaking of the type described in Section 2(d)). In the event indemnification or Expense Advance, as applicable, is not received pursuant to an insurance policy, or from Parent, within 5 business days of the later of Covered Person’s request of the insurer and Covered Person’s request of Parent as provided in the first sentence of this Section 3(c), Covered Person may make written demand on the Company for indemnification pursuant to Section 4(a) or make a request for Expense Advance pursuant to Section 2(d), as applicable.

4. Indemnification Process and Appeal .

(a) Indemnification Payment . Covered Person shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Covered Person has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Covered Person is not entitled to indemnification under applicable law.

(b) Adjudication or Arbitration . (i) If Covered Person has not received indemnification or an Expense Advance after making a demand in accordance with the terms of this Agreement (a “Nonpayment”), Covered Person shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any federal or state court located in the State of Delaware having subject matter jurisdiction thereof (each such court, as applicable, the “Applicable Court”) seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Covered Person in any such litigation shall be binding on the Company and Covered Person. The remedy provided for in this Section 4(b) shall be in addition to any other remedies available to Covered Person at law or in equity. The Company and Covered Person hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Applicable Court and not in any other court in the United States or in any other country, (B)

consent to submit to the exclusive jurisdiction of the Applicable Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (C) waive any objection to the laying of venue or any such action or proceeding in the Applicable Court, and (D) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Applicable Court has been brought in an improper or inconvenient forum.

(iii) In the event that a determination shall have been made pursuant to this Agreement that Covered Person is not entitled to indemnification or an Expense Advance, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Covered Person shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) the Company shall have the burden of proving Covered Person is not entitled to indemnification or Expense Advance, as the case maybe. If Covered Person commences a judicial proceeding or arbitration pursuant to this Section 4(b), Covered Person shall not be required to reimburse the Company for any advances pursuant to Section 2(d) until a final determination is made with respect to Covered Person’s entitlement to an Expense Advance (as to which all rights of appeal have been exhausted or lapsed).

(iv) In the event that Covered Person, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, if Covered Person prevails in whole or in part in such action, Covered Person shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by Covered Person in so enforcing his or her rights under, or so recovering damages for breach of, this Agreement, in such judicial adjudication or arbitration.

(i) It shall be a defense to any action brought by Covered Person against the Company to enforce this Agreement that it is not permissible under applicable law for the Company to indemnify Covered Person pursuant to this Agreement for the amount claimed; provided that the Company may not assert this defense in an action brought by Covered Person to enforce a claim for Expense Advance in respect of a Proceeding unless it previously has already been ultimately determined (by a final, non-appealable adjudication or arbitration decision to which Covered Person is a party) that Covered Person is not entitled to indemnification under Section 2 in respect of the Indemnifiable Event that is the subject matter of the Proceeding.

(iii) Neither the failure of the Reviewing Party, the Company or Parent (including its Board, Independent Counsel, or its shareholders) to have made a determination prior to the commencement of such action by Covered Person that indemnification of Covered Person is proper under the circumstances because Covered Person has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party, the Company or Parent (including its Board, Independent Counsel, or its shareholders) that Covered Person had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Covered Person has not met the applicable standard of conduct.

(iv) For purposes of this Agreement, to the fullest extent permitted by law, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Covered Person did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

(v) For purposes of any determination of good faith, Covered Person shall be deemed to have acted in good faith if Covered Person’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Covered Person by the management of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 4(c)(v) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Covered Person may be deemed or found to have met the applicable standard of conduct set forth in applicable law.

(vii) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Agreement that the procedures or presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any court or before any arbitrator that the Company is bound by all the provisions of this Agreement.

5. Indemnification for Expenses Incurred in Enforcing Rights . In addition to Covered Person’s rights under Section 4(b)(iv), the Company shall indemnify Covered Person against any and all Expenses that are incurred by Covered Person in connection with any action brought by Covered Person:

(a) for indemnification or advance payment of Expenses under any agreement to which the Company or any of its Affiliates is a party (other than this Agreement) or under applicable law, Parent’s Articles of Association now or hereafter in effect relating to indemnification or advance payment of Expenses for Indemnifiable Events (it being specified, for the avoidance of doubt, that this clause (a) shall not be deemed to provide Covered Person with a right to the indemnification or advance payment of Expenses being sought in such action); and/or

(b) for obtaining recovery under directors’ and officers’ liability insurance policies maintained by Parent, but only in the event that Covered Person ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. In addition, the Company shall, if so requested by Covered Person, provide Expense Advances to Covered Person, subject to and in accordance with Section 2(d), in respect of any such action.

6. Notification and Defense of Proceeding .

(a) Notice . Promptly after receipt by Covered Person of notice of the commencement of any Proceeding, Covered Person shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify Parent and the Company of the commencement thereof; but the omission so to notify Parent and the Company will not relieve the Company from any liability that it may have to Covered Person, except as provided in Section 6(c).

(b) Defense . With respect to any Proceeding as to which Covered Person notifies Parent and the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Covered Person. After notice from the Company to Covered Person of its election to assume the defense of any Proceeding, the Company shall not be liable to Covered Person under this Agreement or otherwise for any Expenses subsequently incurred by Covered Person in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Covered Person shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Covered Person’s expense unless: (i) the employment of legal counsel by Covered Person has been authorized by the Company, (ii) Covered Person has reasonably determined that there may be a conflict of interest between Covered Person and the Company and/or Parent in the defense of the Proceeding, (iii) after a Specified Change in Control, the employment of counsel by Covered Person has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expense of legal counsel of Covered Person in respect of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Covered Person shall have employed legal counsel as provided for in (ii), (iii) and (iv) above.

(c) Settlement of Claims . The Company shall not be liable to indemnify Covered Person under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, such consent not to be unreasonably withheld; provided, however, that if a Specified Change in Control has occurred, the Company shall be liable for indemnification of Covered Person for amounts paid in settlement if the Independent

Counsel has approved the settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Covered Person without Covered Person’s written consent. The Company shall not be liable to indemnify Covered Person under this Agreement with regard to any judicial award to the extent the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; the Company’s liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement.

7. Establishment of Trust . In the event of a Specified Change in Control, the Company shall, upon written request by Covered Person, create a trust for the benefit of Covered Person (the “Trust”) and from time to time upon written request of Covered Person shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of Covered Person, (ii) the Trustee (as defined below) shall advance, within five business days of a request by Covered Person, any and all Expenses to Covered Person (and Covered Person hereby agrees to reimburse the Trust under the same circumstances for which Covered Person would be required to reimburse the Company under Section 2(d) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to Covered Person all amounts for which Covered Person shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that Covered Person has been fully indemnified under the terms of this Agreement. The trustee of the Trust (the “Trustee”) shall be chosen by Covered Person. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

8. Non-Exclusivity . It being the policy of the Company that indemnification of Covered Person shall be made to the fullest extent permitted by the applicable law, the indemnification provided by this Agreement shall not be deemed exclusive (a) of any other rights Covered Person may be entitled, including pursuant to Parent’s Articles of Association, any separate agreement, including the separate deed of indemnification which Covered Person has with Parent, applicable law, any insurance purchased by Parent, vote of shareholders of Parent or disinterested members of the Board, or pursuant to the direction (however embodied) of any court of competent jurisdiction, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, or (b) of the power of the Company to indemnify any person who is or was an employee or agent of Parent or of another Enterprise which he or she is serving or has served at the request of Parent. The indemnification provided by this Agreement shall continue as to Covered Person after he or she has ceased to be a member of the Board or officer of Parent and shall inure to the benefit of his or her heirs, executors, and administrators.

To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under Parent’s Articles of Association, the separate deed of indemnification which Covered Person has with Parent, applicable law or this Agreement, it is the intent of the parties that Covered Person enjoy by this Agreement the greater benefits so afforded by such change.

9. Continuation of Contractual Indemnity or Period of Limitations . All agreements and obligations of the Company contained herein shall continue for so long as Covered Person shall be subject to, or involved in, any Proceeding for which indemnification is provided pursuant to this Agreement.

10. Contribution . To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Covered Person for any reason whatsoever, the Company, in lieu of indemnifying Covered Person, shall contribute to the amount incurred by Covered Person, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an Indemnifiable Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Parent on one hand, and Covered Person on the other hand, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company and/or Parent (and its directors, officers, employees and agents) on one hand, and Covered Person on the other hand, in connection with such event(s) and/or transaction(s).

11. Amendment of this Agreement . No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a continuing waiver. Except, as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

12. Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Covered Person, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

13. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Covered Person to the extent Covered Person has otherwise received payment (under any insurance policy, Parent’s Articles of Association, the separate deed of indemnification which Covered Person has with Parent or otherwise) of the amounts otherwise indemnifiable hereunder.

14. Assignability; Binding Effect . This Agreement is not assignable by either the Company or Covered Person without the prior written consent of the other and any attempt to assign this Agreement without such consent shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Covered Person, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue as to Covered Person for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he may have ceased to serve in such capacity at the time of any Proceeding or is deceased and shall inure to the benefit of the heirs, executors, administrators, legatees and assigns of such a person.

15. Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broadly as is enforceable.

16. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware with respect to all other matters, issues and questions, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

17. Counterparts . This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of both the Company and Covered Person), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of either the Company or Covered Person, the other party shall re-execute original forms thereof and deliver them to the requesting party. Neither the Company nor Covered Person shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature was transmitted or communicated through the use of facsimile machine or other electronic means as a defense to the formation of an agreement and both the Company and Covered Person forever waive any such defense.

18. Notices . All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to Parent and the Company at:

Pentair plc

Arthur Cox Building

Earlsfort Centre

Earsfort Terrace

Dublin 2

Ireland

Attention: Secretary

and

Pentair Management Company

5500 Wayzata Blvd, Suite 800

Golden Valley, Minnesota

Attention: General Counsel

And to Covered Person at:

[Name, Address]

19. Interpretation . The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as the inclusive term “and/or”. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth therein) and (ii) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

[The remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


PENTAIR MANAGEMENT COMPANY

By:
		Name:
		Title:

By:
		Name:
		Title:

COVERED PERSON

Exhibit 14.1

LOGO

GUIDE

CONTENTS

LOGO


MESSAGE FROM CHAIRMAN AND CEO			3

OUR COMMITMENT TO ETHICS AT PENTAIR			4
A. Application of the Code of Business Conduct and Ethics

ASKING FOR HELP AND RAISING CONCERNS			6
A. Speak Up and Ask for Help
B. Non-Retaliation and Confidentiality

PROMOTING A POSITIVE
WORKPLACE AND RESPECTING OTHERS			8
A. Valuing Diversity and Promoting Inclusion
B. Preventing Harassment
C. Our Responsibilities to Our Communities

PROTECTING OUR EMPLOYEES
AND THE ENVIRONMENT: ZERO HARM			10
A. Commitment to a Safe Workplace
B. Respecting the Environment
C. Product Quality and Product Safety

CONFLICTS OF INTEREST			12
A. Outside Employment
B. Family and Personal Relationships
C. Financial Interests

GIFTS AND BUSINESS ENTERTAINMENT			14
A. Giving and Accepting Gifts
B. Business Entertainment
C. Providing Gifts and Entertainment to Government Officials


DOING BUSINESS WITH INTEGRITY			16
A. Anti-Bribery
B. Fair Competition
C. International Trade

FINANCIAL INTEGRITY			20
A. Fraud
B. Financial Accounting, Recordkeeping and Reporting
C. Buying and Selling Stock—Insider Trading

PROTECTING AND MANAGING COMPANY
PROPERTY, INFORMATION AND RECORDS			22
A. Physical Assets and Communication Systems
B. Proprietary Information and Intellectual Property
C. Records Management
D. Data Privacy

COMMUNICATIONS WITH MEDIA,
INVESTORS AND THE PUBLIC			24
A. Communications with the Media
B. Communications with the Investment Community
C. Social Media and Communications with the Public

CONCLUSION			26

SPEAK UP RESOURCES			26

Win Right.

A MESSAGE FROM

CHAIRMAN AND CEO

LOGO

Dear Pentair Colleagues,

As a company, Pentair is deeply rooted in its Win Right philosophy, meaning we are committed to honest and ethical business practices that fuel our success and value as a corporation. Win Right embodies our drive to achieve and our dedication to Pentair’s values of Performance Excellence; Accountability; Respect and Teamwork; and Absolute Integrity.

Our Win Right philosophy stems from Pentair’s long-standing Code of Business Conduct and Ethics which originated in the 1970s and still continues governing how we manage and operate our businesses. The Code defines how each of us must interact with customers, business partners, investors and each other.

Every Pentair employee at every level must commit to upholding these guiding principles and share in the responsibility for making integrity a vital part of our daily business activities.

By maintaining the highest level of corporate integrity through open, honest and fair dealings, we will succeed as a company by earning trust for ourselves and our products.

We all have an obligation to understand and comply with the Code. Once you have read the Code, you should have a better understanding of your individual

“ Our Win Right philosophy stems from Pentair’s long-standing Code of Business Conduct and Ethics, which originated in the 1970s and still continues governing how we manage and operate our businesses. ”

responsibility to comply with regulations and policies that affect our businesses, as well as the resources available to you to raise any concerns you may have.

By embracing the Code, we are ensuring that Pentair will be an even stronger and more successful company throughout the world.

Thanks for your leadership.

LOGO

Randall J. Hogan

Chairman and Chief Executive Officer Pentair

Win Right.

OUR COMMITMENT TO ETHICS

AT PENTAIR

At Pentair, success alone is not enough. We seek to Win Right by adhering to the practices of our values, which is at the heart of all we do. Our values define not just what Pentair does, but also why and how. Our values are:

•

Dedication to performance excellence

•

Acting with accountability

•

Promoting respect and teamwork

•

Commitment to absolute integrity

This commitment inspires us and defines us. We win, but only the right way.

Our Code of Business Conduct and Ethics, together with our business-specific policies, defines what is expected of each of us in our locations around the world. In everything we do, we must strive to act with honesty, fairness and integrity and to obey the laws and regulations wherever we operate. Regardless of our position within the company, we share equal accountability for:

•

Conducting business with integrity, preserving our strong reputation and expanding our leadership in the marketplace.

•

Fostering an inclusive culture in which we all feel respected and have the opportunity to reach our full potential.

•

Providing a healthy and safe work environment and complying with applicable environmental laws and regulations wherever we operate around the world.

•

Contributing to the sustainability of the communities in which we live and work.

Our role begins with Pentair’s Win Right philosophy and our Code of Business Conduct and Ethics. We are obligated to act. If an issue raises a question in your mind, you have the responsibility to Speak Up . Pentair will treat your report as confidentially as possible and will protect you from retaliation.

The truth is that everyone—shareholders, customers, suppliers, regulators, employees, consultants and community partners—watches what we say and do. Our message about the importance of ethics, integrity and compliance must be perfectly clear, and our actions must conform to our message. With each of us embracing the commitment to conduct business in accordance with our ‘Win Right” philosophy, we are making Pentair a better company.

Win Right.

APPLICATION OF THE PENTAIR

CODE OF BUSINESS CONDUCT AND ETHICS

At Pentair, we are all governed by Win Right which focuses on a core set of values—Performance Excellence, Accountability; Respect and Teamwork; and Absolute Integrity. All of us, regardless of where we conduct business, are expected to incorporate these values into our daily work activities and abide by the principles outlined in the Code.

As a global company incorporated in Ireland, publicly traded on the New York Stock Exchange (NYSE:PNR), and with businesses operating all over the world, there are international laws, regulations and global standards that apply to all of us. In addition to these international laws and standards, we are committed to following the local laws of each country where we do business. Where local laws may conflict with our principles, you should seek input from the legal department.

The Pentair Code of Business Conduct and Ethics applies to all employees, part-time employees, contractors, executives and our board of directors. The information within the Code is supplemented by any corporate, business or regional policies related to the content discussed within the Code. The Code offers general guidelines only and is subject to local law. It is not intended to be all inclusive.

As an employee of Pentair, you will be asked to sign a commitment statement that you have read and understand the Pentair Code of Business Conduct and Ethics and that you will act in full compliance with the Code.

Win Right.

ASKING FOR HELP

AND RAISING CONCERNS

Pentair is committed to creating an environment where employees feel comfortable and are encouraged to Speak Up, ask for help and raise concerns. Open communication contributes to a transparent, collaborative and honest working environment. With employee openness, Pentair can quickly address issues when they arise.

A. SPEAK UP AND ASK FOR HELP!

Whenever any of us observes or suspects something improper or unethical, we have an obligation to take action and to Speak Up . But how do we know when to Speak Up or if an action or behavior is inappropriate? The following six questions provide simple guidelines for making these judgments. If you cannot answer yes to all of these questions, you should Speak Up and ask for help!

Is the action consistent with this Code of Business Conduct and Ethics?

Is the action consistent with Pentair’s vision of Win Right?

Is the action legal?

Would I be comfortable if this decision or action was made public?

Would I want it done to me?

Would the actions be perceived positively by my family, peers, employees, and Pentair shareholders?

When you Speak Up , you provide our company with information that is necessary to remedy a potentially harmful situation. While you may be reluctant to get involved, failure to report a concern could have substantial consequences. It could result in financial or reputational damage to Pentair, employee injury and, in some cases, termination or criminal action against an employee or the company.

So when in doubt, Speak Up !

“ When you Speak Up, you provide our company with information that is necessary to remedy a potentially harmful situation. ”

LOGO

Win Right.

LOGO

B. NON-RETALIATION AND CONFIDENTIALITY

We will not tolerate retaliation in any form against employees for raising concerns or making good-faith reports about possible breaches of law, policy or ethical violations. All Pentair employees are encouraged to Speak Up , seek guidance and report any actions that could potentially harm our employees, our company, our shareholders or our reputation. Pentair will take all steps possible to ensure that every report is handled confidentially. All reports of violations will be taken seriously and addressed promptly.

For more information, see our Non-Retaliation policy.

“ If you have seen something you believe is wrong, Speak Up . Pentair will treat your report as confidentially as possible and will protect you from retaliation. ”

Win Right.

PROMOTING A POSITIVE WORKPLACE

AND RESPECTING OTHERS

We are committed to ensuring a positive, diverse and inclusive work environment where all employees treat one another with dignity and respect. We do not tolerate discriminating behavior or harassment in our workplace.

A. VALUING DIVERSITY AND PROMOTING INCLUSION

We value diversity in our workforce, supplier base and customers. As a global company, we believe that diversity contributes to the success of our business. We value the unique contributions of individuals with varying backgrounds and experiences. We believe an inclusive culture allows our employees to contribute their best.

Pentair is committed to equal opportunity and fair treatment for all. The company prohibits discrimination on the basis of age, race, disability, ethnicity, marital or family status, national origin, religion, gender, sexual orientation, veteran status, genetic information, gender identity, medical condition or any other characteristic protected by law. This principle extends to all decisions relating to recruitment, hiring, training, placement, advancement, compensation, benefits, and termination.

B. PREVENTING HARASSMENT

Acts of harassment will not be tolerated. This includes any conduct or statements made on the basis of protected status that are intimidating, hostile, or abusive.

Examples of harassment include:

•

Unwelcome conduct—whether verbal, physical or visual, and whether committed in person or some other way (e.g., via e-mail)—that is based on a person’s protected status. Protected status includes, but is not limited to, race, color, religion, gender, age, national origin, disability, sexual orientation, genetic information, and veteran status

•

Racial, ethnic, religious, or sexual jokes

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Abusive language, intimidation, undermining or deliberately impeding a person’s work.

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Physical aggression or other acts related to violence, including intimidation, bullying, stalking or threatening comments

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Unwelcome sexual advances or requests for sexual favors

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Any other actions that unreasonably disrupt or interfere with an employee’s work performance

Our Harassment-Free Workplace policy applies to all Pentair employees and contractors, plus anyone who does business with Pentair, including business partners, customers and suppliers. This policy also applies to work-related settings and activities outside of the workplace.

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C. OUR RESPONSIBILITY TO OUR COMMUNITIES

As Pentair employees, we must make socially responsible decisions and do what’s right for our global communities. In addition to our commitment to diversity, fair treatment and equal opportunity, we strive to be good corporate citizens. Pentair expects this same commitment from our business partners, customers and suppliers. Some principles we follow to demonstrate good corporate citizenship include:

• Providing clean and safe working conditions

• Providing fair wages and benefits according to local laws and practices

• Not tolerating human rights abuses including, but not limited to, child labor

• Giving priority to business partners, suppliers and contractors who share Pentair’s commitment to socially responsible business practices

For more information see our Harassment-Free policy and the Pentair Supplier Code of Conduct.

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PROTECTING OUR EMPLOYEES AND THE ENVIRONMENT

Pentair’s vision is to achieve zero harm to our employees and the environment by engaging in responsible business practices. We comply with applicable environment, health and safety laws, permits and requirements wherever we work. Where we feel the laws are not sufficiently protective, we may apply higher standards.

A. COMMITMENT TO A SAFE WORKPLACE

We are committed to preventing work-place injuries with the goal that all of us will leave work in the same healthy, uninjured condition as we arrived. We all have a responsibility to prevent injury and illness in the workplace by following these guidelines:

• Put safety first. If you see any potentially unsafe situations, Speak Up by immediately telling your supervisor.

• Always follow your business unit’s established safety practices.

• Watch out for the safety of your colleagues—tell them if they are doing something unsafe.

• Maintain an environment free of illegal or controlled substances that could impair judgment on the job.

• Maintain an environment that is free of weapons or potentially dangerous devices.

Pentair will investigate all incidents, injuries and near misses with the objective that permanent corrective actions are implemented and the root cause is never repeated.

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B. RESPECTING THE ENVIRONMENT

We seek to eliminate harmful environmental impacts by minimizing our emissions, waste and water usage. Our vision is to achieve zero harm to the environment by engaging in responsible business practices.

C. PRODUCT QUALITY AND PRODUCT SAFETY

Pentair seeks the highest product quality, safety and performance at all times. Our business, reputation and success depend on our commitment to compliance with government and industry standards.

For this reason, all records regarding quality matters must be accurate and complete. If you suspect or become aware of a product quality or safety issue, Speak Up .

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CONFLICTS

OF INTEREST

Every day, many of us work with suppliers, customers and others who do business with Pentair. It’s important that each decision, and any related action, be based on the needs of the company—not on personal interests or relationships. It is essential that we avoid even the appearance of conflicts between our personal interests and those of the company.

Most conflicts of interest can either be avoided entirely or be resolved easily if they are properly disclosed to Pentair. If you are ever in doubt about whether an activity may create a conflict of interest, please Speak Up and seek guidance from your manager or Human Resources. The company will work with you to determine the appropriate course of action.

A. OUTSIDE EMPLOYMENT

Although in some cases it may be acceptable for you to work outside of Pentair, such employment must never interfere with your responsibilities to our company. Outside work must not involve a Pentair competitor. Nor should it involve the use of Pentair tools, vehicles or other Pentair property (including but not limited to computers, software and customer information). If you are considering outside employment with a Pentair business partner (such as a supplier or a customer), you need prior approval from your manager.

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B. FAMILY AND PERSONAL RELATIONSHIPS

You should never hire, supervise or have influence over a family member or close personal relation within the company unless prior approval is explicitly provided by Pentair management. If you have a family member who has a third-party relationship with Pentair (as a vendor or customer, for example), you must disclose this information to the company. Additionally, you must disclose if a family member is employed by a third party, is on its board of directors or is a shareholder or significant investor of a company doing business with Pentair.

C. FINANCIAL INVESTMENTS

If you or an immediate family member have any significant financial interest in a Pentair supplier, customer consultant or competitor, you must notify your local Human Resources department and disclose the information through the proper reporting channels.

For more information, see our Conflicts of Interest, Gifts and Business Entertainment policy.

“ If you are ever in doubt about whether an activity may create a conflict of interest, please Speak Up and seek guidance from your manager or Human Resources. ”

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GIFTS AND

BUSINESS ENTERTAINMENT

While customs and practices can vary among cultures, sharing modest gifts and entertainment is often an important way of creating goodwill and establishing trust in business relationships. All of us have a responsibility to make sure that our business gifts and entertainment practices are reasonable and consistent with Pentair policies, industry codes and local laws.

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A. GIVING AND ACCEPTING GIFTS

Lavish spending on business gifts is unacceptable. It can create the perception that we are trying to obtain or give favorable business decisions by providing individuals with personal benefits. Whether we are the giver or recipient, to ensure we do not create a perception of impropriety, gifts and entertainment must be:

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Infrequent and not excessive in value

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Directly related to building customer or supplier relationships

•

Never in cash

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Never tied to a potential contract or business tender

•

Logo items whenever possible

•

Reported in accordance with our Conflicts of Interest, Gifts and Business Entertainment policy

Please see the Conflicts of Interest, Gifts and Business Entertainment policy for specific monetary limits for giving and receiving gifts. All gifts over the limits specified in this policy must be reported at www.PentairEthics.com for pre-approval.

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“ All of us have a responsibility to make sure that our business gifts and entertainment practices are reasonable and consistent with Pentair policies, industry codes and local laws. ”

B. BUSINESS ENTERTAINMENT

Modest and appropriate meals and entertainment may be accepted or provided by Pentair employees if the primary purpose of the meal or entertainment is business-related. The employee, as well as the customer, supplier, contractor or partner, must be present; otherwise, the meal or entertainment must be treated as a gift.

If you provide gifts, meals or entertainment, you must ensure that your expense reports and records accurately reflect the associated cost.

C. PROVIDING GIFTS AND ENTERTAINMENT TO GOVERNMENT OFFICIALS

Dealing with government officials requires special attention. Under no circumstances may Pentair employees offer gifts, meals or entertainment to any government official without proper authorization, as outlined within our anti-bribery policy and related procedures.

For more information, see our Conflicts of Interest, Gifts and Business Entertainment policy.

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DOING BUSINESS

WITH INTEGRITY

Pentair’s reputation depends on doing business honestly. We forbid bribery, believe in fair competition and respect the laws of international trade. Through our commitment to the highest standards of integrity, we safeguard our company assets.

A. ANTI-BRIBERY

At Pentair, we compete solely on the basis of our product/service quality, pricing and reputation. We forbid offering or accepting bribes or other unlawful payments as a way to get new business or to retain existing business.

Bribes can take many forms, including:

• Money

• Gifts or gratuities

• Kickbacks

• Unwarranted rebates or excessive commissions

• Unusual or disguised allowances, expenses, or political or charitable contributions

• Offering jobs to customers, their family members or friends

• Anything else of value

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Bribery is prohibited not just for all Pentair employees, but also for third parties that conduct business on our behalf. In short, if we can’t do it, neither can they. Before retaining or working with an agent or third party, you must follow Pentair’s Third Party Management Program requirements if the Program has been established for your business unit. If the Program has not yet been implemented for your business unit, then always exercise your best judgment, ask questions and be alert to any and all red flags.

a. Dealing with Government Officials

Dealing with government officials requires special attention. Under no circumstances may Pentair employees offer gifts, meals or entertainment to any government officials without proper authorization, as outlined within our Anti-Bribery policy and related procedures.

For more information, see our Anti-Bribery policy and Procedures Governing Transactions with Officials and Other Third Parties.

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B. FAIR COMPETITION

Pentair is committed to a fair global market. In all dealings with our competitors, customers and suppliers we must act honestly, impartially and in compliance with fair competition laws and regulations. Employees working in marketing, sales, purchasing, or acquisitions must be especially aware of the applicable laws and regulations in the countries where they do business. Violations of fair competition laws may carry significant penalties for our company and for the individuals involved.

Given the complexity of competition laws and regulations, you should contact Pentair’s Law department for guidance if you have questions about potential fair competition issues.

For more information, see our Antitrust policy.

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C. INTERNATIONAL TRADE

Pentair is committed to compliance with all applicable international trade laws and regulations, including those governing the imports and exports of goods, software, technology, technical data and services across national borders, and compliance with economic sanctions.

a. Imports and Exports of Goods, Services and Data

International trade controls may apply to any import or export activity, including transmission of electronic data.

b. Trade Controls and Political and Economic Sanctions

Various government trade controls and sanctions restrict Pentair from directly or indirectly engaging in trade with certain countries, entities, vessels and persons. As a multinational corporation, we are required to comply with trade controls and sanctions. We must also screen transactions and business partners against all relevant watchlists and report all boycott requests to a manager or the International Trade Compliance team.

International laws related to trade sanctions and boycotts are complex and can be confusing. If you are unsure of what to do, Speak Up . Seek legal guidance from Pentair’s Law department when faced with an unclear trade sanction or boycott situation.

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FINANCIAL INTEGRITY

Pentair is committed to having honest, accurate and timely financial records and dealings. The company prohibits any action that may obscure our financial activities from our stakeholders. All of us at Pentair must respect our responsibility to uphold all relevant financial accounting and reporting standards and regulations.

A. FRAUD

As Pentair employees, we are expected to be truthful and forthright in all interactions and communications. Engaging in fraud, which is the act of intentionally cheating, tricking, stealing, deceiving or lying, is dishonest and generally criminal. Intentional acts of fraud are subject to strict disciplinary action.

It’s important to understand what fraud entails so you can recognize and avoid it. Examples of fraudulent activity include:

•

Submitting false expense reports

•

Forging or altering checks

•

Misappropriating assets or misusing company property

•

Inflating sales numbers by shipping inventory known to be defective or non-conforming

•

Making an entry in company records that is deliberately not in accordance with proper accounting standards

B. FINANCIAL ACCOUNTING, RECORDKEEPING AND REPORTING

Pentair’s financial accounting, recordkeeping and reporting policies require all of us to demonstrate the highest standards of honesty and transparency. All of Pentair’s financial records must be:

•

Complete and accurate

•

Properly documented

•

Fair and objective

•

Shared only with proper authorization

If we learn that we have made a financial error that affects a customer or supplier, we must proactively disclose the error and correct our mistake.

Adherence to these standards protects us and our company from fines and other serious legal consequences.

C. BUYING AND SELLING STOCKS—INSIDER TRADING

We are committed to maintaining a fair market for buying and selling company stock. Pentair’s policy and relevant laws prohibit all of us from buying and selling Pentair stock or any other kind of public security based on inside information. It is also illegal and unethical to provide such information about Pentair to other individuals or companies so that they may gain. We are also prohibited from trading in stock or other securities of customers and suppliers based on inside information.

In the course of your work at Pentair, you may learn material non-public information about Pentair or other companies that could affect a decision whether or not to buy, sell or hold securities. If you trade securities while you have this material non-public information, it violates insider trading laws.

For more information, see our Insider Trading policy.

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PROTECTING AND MANAGING

PROPERTY, INFORMATION AND RECORDS

Our physical assets and intellectual property are vital to Pentair’s business, and we have a duty to protect them.

We must manage company records responsibly and protect private records and proprietary information, whether they belong to our company, business partner, customer or employee.

A. PHYSICAL ASSETS AND COMMUNICATION SYSTEMS

Each of us is responsible to help ensure that Pentair’s physical property, including our buildings, vehicles, equipment, information systems and supplies, is not damaged or misused.

Pentair’s communication systems, including those for e-mail and our company-provided Internet, are the property of Pentair and must be used appropriately and legally. We should not access, download, store or distribute any material that is illegal, offensive or could reflect negatively on Pentair’s image and reputation. Each of us must also exercise discretion and use care when drafting and responding to e-mails to ensure that our communications are professional and appropriate.

All communications, data and information sent or received using company property while you are employed at Pentair are company property and are not private communications. Pentair owns and/or controls

access to all communications equipment, including computers, software, e-mail, voice mail, conferencing equipment and office supplies. Pentair reserves the right to monitor all communications, including Internet usage, and employees should not consider such communications to be personal or private.

B. PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY

Pentair’s business, technical and financial information is very valuable and must be protected. As Pentair employees, we must maintain the confidentiality of our intellectual property and confidential information. We all have a responsibility to protect the intellectual property or confidential information of customers, vendors or others who provide such information to us under nondisclosure or similar agreements and a responsibility to use the information only for the purposes for which we have agreed.

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Any technical innovations, discoveries, system designs, or technical enhancements conceived or authored by an employee of Pentair are the sole property of, and must be disclosed to, the company. You may not disclose such intellectual property or other Pentair confidential information to others even after you leave the employment of Pentair.

D. DATA PRIVACY

We are expected to respect the privacy and protect the data of our customers, suppliers and employees. We will collect, process, store and transmit such data lawfully, for proper business purposes only, and maintain appropriate safeguards to prevent unauthorized use or disclosure of the data.

C. RECORDS MANAGEMENT

Our records are valuable assets that contain information about Pentair’s businesses, initiatives, operations and history. Pentair employees must maintain accurate and complete records (in hard copy or electronic media). We also must comply with recordkeeping requirements, discard records no longer needed for legal or operational reasons in accordance with the company’s records schedules, and suspend the destruction of records as instructed by the Law or Tax department because of litigation, government investigation or audit.

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COMMUNICATIONS WITH

MEDIA, INVESTORS AND THE PUBLIC

Pentair values its relationships with the news media, investors and other key stakeholders. It is the company’s policy to communicate openly and actively with the news media and investment community. We recognize Pentair’s responsibilities as a public company to provide complete, timely, accurate and objective information about its financial and operational performance, as well as its strategy and prospects.

A. COMMUNICATIONS WITH THE MEDIA

All employees should refer inquiries from the media or other noninvestment community sources to Pentair’s Corporate Communications team. In addition, the Corporate Communications team needs to review and approve public relations and other content-driven releases originating from Pentair’s headquarters or business operations.

B. COMMUNICATIONS WITH THE INVESTMENT COMMUNITY

The Investor Relations department is responsible for the dissemination of information and interactions with financial analysts and institutions. This includes relevant information about the company’s financial performance, as reported in quarterly sales and earnings news releases, regulatory filings and other public disclosures.

All investor-related inquiries from financial analysts, institutional and individual shareholders and others should be directed to Investor Relations for initial review and follow-up.

C. SOCIAL MEDIA AND COMMUNICATIONS WITH THE PUBLIC

With its rapid adoption and growing relevance to business activity, social media is emerging as an important communications tool both within and outside the company. Social media tools include:

•

Social networking sites such as Facebook, LinkedIn and Myspace

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Micro-blogging sites such as Twitter

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Weblogs, including corporate and personal blogs

•

Instant messaging

•

Podcasting

While these tools create new opportunities for communication and collaboration, they involve certain responsibilities for Pentair employees. Pentair employees participating in social media for business purposes must be authorized to represent the company and ensure that any content shared publicly complies with this Code of Business Conduct and Ethics and relevant company confidentiality and disclosure policies, as well as laws governing copyright and fair use of copyrighted material owned by others. Authorization must be granted by Corporate Communications or global business unit marketing department.

If you see a comment or posting of concern, Speak Up . You are encouraged to bring your concern to the attention of Pentair’s Corporate Communications office or the Law department.

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CONCLUSION

IMPORTANCE OF ETHICS AT PENTAIR

Pentair is committed to fostering an ethical corporate culture, and we expect all employees to join this commitment. Our customers, shareholders, colleagues, business partners and communities expect honest and ethical conduct from each of us, every day.

This Code of Business Conduct and Ethics is a means of reaffirming the Win Right philosophy we all share as Pentair employees. We have a responsibility to incorporate these values in our business activities. They must be at the core of everything that we do at Pentair.

AT PENTAIR,

WE WIN RIGHT THROUGH:

• Performance Excellence

• Accountability

• Respect and Teamwork

• Absolute Integrity

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Pentair Ethics HelpLine NUMBERS

To report a concern over the phone, use the toll-free number that has been designated for your country below. Call specialists are available 24 hours a day, 365 days a year. Please note, all numbers are subject to change. Correct numbers can always be found at www.pentairethics.com.


Within the United States		1-877-241-9958

Argentina		0800-666-1031

Australia		1800-987-636

Belgium		0800-71-720

Brazil		0800-891-5884

Canada		1-877-332-6776

Chile		From a Telmex/AT&T phone, Dial 800-225-288 (access code). Wait for the dial tone/prompt. Dial the toll-free number 877-459-0124. From a Telefonica phone, Dial 800-800-288 (access code). Wait for the dial tone/prompt. Dial the toll-free number 877-459-0124. From an ENTEL phone, Dial 800-360-311 (access code). Wait for the dial tone/prompt. Dial the toll-free number 877-459-0124.

China		4008822747

Czech Republic		Dial 00-800-222-55288 (access code). Wait for the dial tone/prompt. Dial the toll-free number 877-896-0623.

Denmark		8088-4379

Finland		0800-9-15443

France		0800-909-260

Germany		0800-182-4524

Hong Kong		800-903-282

Hungary		06-800-13508

India		000-800-100-3273

Indonesia		001-803-015-0053

Ireland		1-800-550740

Italy		800-787-115
OFFICE OF BUSINESS CONDUCT AND ETHICS
Phone		+1-763-656-5500

E-mail		ethics@pentair.com

Address		Pentair 5500 Wayzata Blvd., Ste. 800 Minneapolis, MN 55416-1261

Ethics Helpline		www.PentairEthics.com


Japan		0053-113-0898

Kazakhstan		8-800-333-3512

Malaysia		1-800-812-067

Mexico		18000831038

Netherlands		0800-023-1198

New Zealand		00800-452598

Norway		800-1-5421

Poland		00-800-111-3997

Romania		0-800-895-995

Russia		Dial 8 and pause, then dial 10-800-110-1011 (access code). Wait for the dial tone/prompt. Dial the toll-free number 877-896-1985. From inside Moscow and St. Petersburg, Dial 363-2400 (access code). Wait for the dial tone/prompt. Dial the toll-free number 877-896-1985. From outside Moscow, Dial 8 and pause, then dial 495-363-2400 (access code). Wait for the dial tone/prompt. Dial the toll-free number 877-896-1985. From outside St. Petersburg, Dial 8 and pause, then dial 812-363-2400 (access code). Wait for the dial tone/prompt. Dial the toll-free number 877-896-1985.

Singapore		800-1301-147

South Africa		0800-983-583

South Korea		0030-813-1350

Spain		900-977-663

Sweden		020-793-185

Switzerland		0800-562-684

Taiwan		0080-114-8528

Thailand		00-1800-132-040-052

United Arab Emirates		Dial 8000-021 (access code). Wait for dial tone. Dial toll-free number, 877-896-2983

United Kingdom (England, Scotland, Wales, Northern Ireland)		0800-032-5546

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