Exhibit 10.1


 


Rule 10b5-1 Stock
Selling Plan

Water Pik Technologies, Inc. Common Stock


 


THIS STOCK SELLING PLAN (the
“Plan”) is executed
by                       (“Executive”),
an executive officer and stockholder of Water Pik Technologies, Inc. (“Water Pik”)
to meet the requirements of Rule 10b5-1 under the Securities Exchange Act of
1934, as amended.


 


Recitals


 


A. Pursuant to the terms of the
Water Pik Stock Acquisition and Retention Program (“SARP”) provisions of the
Water Pik Employee Stock Purchase Plan (“ESPP”), Executive purchased shares of
Water Pik Common Stock (the “Purchased Shares”) through loans from Water Pik
(the “SARP Loans”) and received matching grants of restricted shares of Water
Pik Common Stock (the “Restricted Shares”) as set forth on Annex A attached to
this Plan.  All terms not otherwise
defined in this Plan shall have the meanings set forth in the ESPP/SARP plan
document.


 


B. Pursuant to the terms of the
SARP, Executive is permitted to repay all or part of any SARP Loan by tendering
Purchased Shares to Water Pik, with such Purchased Shares being valued at the
average of the high and low trading prices of Water Pik Common Stock on the
business day preceding the tender of such Purchased Shares by Executive (“Fair
Market Value,” as more particularly defined in the ESPP/SARP plan document).


 


C. Pursuant to the terms of the
SARP, Executive is permitted to use Restricted Shares, valued as set forth
under Section B above, to satisfy any withholding or other tax required by law
to be withheld by Water Pik with respect to any income recognized upon the
lapse of restrictions applicable to the Restricted Shares.


 


D. Since the receipt of Purchased
Shares or Restricted Shares by Water Pik for the foregoing purposes does not
require involvement of a broker or other third-party trustee, Water Pik has
agreed to administer this Plan according to its terms without acknowledging any
influence from Executive other than as permitted under this Plan.


 


Agreement


 


In consideration of the foregoing,
Executive agrees to enter into this Plan in accordance with the following terms
and conditions:


 


1.  Trading Plan.


 


Executive requests that Water Pik
execute the Trading Plan set forth on Annex B with respect to Executive’s
Purchased Shares and Restricted Shares. 
No transactions may occur under this Plan until at least thirty (30)
days have elapsed following the Execution Date.


 


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2.  Term.


 


This Plan shall become effective on
the date executed by the Executive (the “Effective Date”).  This Plan shall be terminated and/or
suspended as follows:


 


(a)            Termination.  This Plan shall terminate on the earlier to
occur of:


	
  (i)

  	
   

  	
                    (date);

  
	
  (ii)

  	
   

  	
  Executive’s death;

  
	
  (iii)

  	
   

  	
  one day prior to completion of any merger, acquisition or
  reorganization in which Water Pik’s stock is exchanged or converted;

  
	
  (iv)

  	
   

  	
  satisfaction of all trading objectives set forth in Annex
  B; or

  
	
  (v)

  	
   

  	
  written notice by the Executive
  to Water Pik; provided, however, that such notice may not be provided earlier
  than six(6) months after the Effective Date of this Plan or during any
  “blackout period” with respect to trading in Water Pik stock.

  



 


(b)           Suspension. 
This Plan shall be suspended in the event of:


 


	
  (i)

  	
   

  	
  any sale or tender which would violate Section 16 or Rule
  144 of the Securities and Exchange Commission (“SEC”) or any other federal or
  state law or regulation;

  
	
  (ii)

  	
   

  	
  a vote of Water Pik’s Board of Directors to suspend all
  trading in Water Pik Common Stock; or

  
	
  (iii)

  	
   

  	
  the commencement of a secondary
  public offering by Water Pik, in which case the suspension shall last for the
  duration of any insider “blackout” period imposed.

  



 


3.  Covenants.


 


Executive acknowledges and agrees
that he/she:


 


(a)                                  is
entering into this Plan in good faith,


(b)                                 is not
currently in possession of any material non-public information regarding Water
Pik,


(c)                                  will
not exert any influence over how, when or whether to effect sales or tenders of
shares under this Plan subsequent to the Effective Date and during the time
period the Plan remains in effect,


(d)                                 is not, to the best of his or
her knowledge, subject to any contractual restriction or other obligation that
would prevent Water Pik from administering this Plan in accordance with its
terms, and


(e)                                  is
subject to Water Pik’s insider trading policy, as supplemented and amended from
time to time (the “Policy”).


 


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4.  Filing of Plan.


 


Executive agrees to file a copy of
this Plan with the Secretary of Water Pik. 
Executive further acknowledges and agrees that a copy of this Plan may
be filed by Water Pik with the SEC and disclosed in reports filed by Water Pik
with the SEC in the event Water Pik determines it is necessary or prudent to do
so.


 


5.  Advice.


 


Executive acknowledges
responsibility for consulting with Executive’s own advisors as to the legal,
tax, business, financial and related aspects of, and has not relied upon Water
Pik or any person affiliated with Water Pik in connection with, Executive’s
adoption and implementation of this Plan. 
Executive acknowledges that Water Pik is not acting as a fiduciary or an
advisor for Executive.


 


 


IN WITNESS WHEREOF, this Plan is executed and effective as
of the date set forth under Executive’s signature below.


 


	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Type name here)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Receipt of this Plan is acknowledged

  as of
                                     

  Water Pik Technologies, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
										



 


 


STATE
OF                   


COUNTY
OF               


 


On
this        day
of                       ,
appeared before me in person the above-named person,                                    ,
who acknowledged the above to be his/her signature and that he/she signed the
above instrument as his voluntary act and deed, and for the uses and purposes
therein set forth.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  	
   

  
	
  (seal)

  	
   

  	
   

  	
  My Commission
  expires:                       

  



 


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Annex A


 


Purchased and
Restricted Shares under SARP Loans


For:


(Name of
Executive)


 


 


	
  Date
  of Share Purchase

  and SARP Loan

  	
   

  	
  Number of Purchased

  Shares

  	
   

  	
  Number of Restricted

  Shares

  	
   

  
	
     /   /   
  (“Loan No. 1”)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     /   /   
  (“Loan No. 2”)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     /   /   
  (“Loan No. 3”)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     /   /   
  (“Loan No. 4”)

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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Annex B


 


Trading Plan


For:


(Name of
Executive)


 


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