Exhibit
10.1


WATTS WATER TECHNOLOGIES, INC.


MANAGEMENT
STOCK PURCHASE PLAN


Amended
and Restated as of January 1, 2005 


I.              INTRODUCTION


The purpose of the Watts Water Technologies,
Inc. Management Stock Purchase Plan (the “Plan”) is to provide equity incentive
compensation to selected management employees of Watts Water Technologies, Inc.
(the “Company”) and its subsidiaries. 
Participants in the Plan may elect to receive restricted stock units (“RSUs”)
in lieu of all or a portion of their annual incentive bonus and, in some
circumstances, make after-tax contributions in exchange for RSUs.  Each RSU represents the right to receive one
share of the Company’s Class A Common Stock (the “Stock”) upon the terms and
conditions stated herein.  RSUs are
granted at a discount of 33% from the fair market value of the Stock on the
Valuation Date (as defined in Subsection IV(B) below).  Vested RSUs will be settled in shares of
Stock after a period of deferral selected by the participant, or upon
termination of employment, if earlier.


The Plan is intended to comply with Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) and the guidance
promulgated thereunder (“Section 409A”). 
The Plan should be interpreted in a manner to comply with Section
409A.  In addition, this Plan is a “top
hat plan” subject to certain provisions of the Employee Retirement Income
Security Act of 1974.


II.            ADMINISTRATION


The Plan shall be
administered by the Compensation Committee of the Board of Directors of the
Company (the “Committee”).  Each member
of the Committee shall be a “non-employee director” within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”).  The Committee shall have complete discretion
and authority with respect to the Plan and its application, except as













expressly limited
herein.  Determinations by the Committee
shall be final and binding on all parties with respect to all matters relating
to the Plan.


III.           ELIGIBILITY


Management
employees of the Company and its subsidiaries as designated by the Committee
shall be eligible to participate in the Plan.


IV.           PARTICIPATION


A.            Restricted Stock
Units.  Participation in the Plan
shall be based on the award of RSUs. 
Each RSU awarded to a participant shall be credited to a bookkeeping
account established and maintained for that participant.


B.            Valuation of RSUs;
Fair Market Value of Stock.  The
value of each RSU, for purposes of the Plan, shall be determined as
follows:  The “Cost” of each RSU shall be
equal to 67% of the fair market value of the Stock on the relevant Valuation
Date.  The “Valuation Date” for each year
is the date that is the third business day after the date that the Company
releases its year-end earnings to the public. 
The “Value” of each RSU shall be equal to its Cost plus simple interest
per annum on such amount at the one-year U.S. Treasury Bill rate (as published
in The Wall Street Journal) in effect on the Valuation Date and each
anniversary thereof.  For all purposes of
the Plan, the “fair market value of the Stock” on any given date shall mean the
last reported sale price at which Stock is traded on such date or, if no Stock
is traded on such date, the most recent date on which Stock was traded, as
reflected on the New York Stock Exchange.


C.            Election to
Participate.  Each year, each
participant may elect to receive an award of RSUs under the Plan in lieu of any
bonus payable for a subsequent calendar year by completing a Bonus Deferral and
RSU Subscription Agreement (“Subscription Agreement”).  The Subscription Agreement shall provide that
the participant elects to receive RSUs in lieu of a specified portion of any
annual incentive bonus to be earned in the following calendar year.  Such portion may be expressed as either (1) a
specified percentage of the participant’s actual bonus amount; (2) the lesser
of a specified 



 2
 









percentage or a specified
dollar amount of the participant’s actual bonus amount; or (3) a specified
dollar amount up to 100% of the participant’s targeted maximum bonus.  Any dollar amount specified must be at least
$1,000; and any percentage specified must be at least 10% and not more than
100%.  Amounts specified pursuant to
methods (1) and (2) are entirely contingent on the amount of bonus actually
awarded.  Where the participant specifies
a fixed dollar amount pursuant to method (3), however, the Subscription
Agreement shall provide that, if the specified dollar amount exceeds the actual
bonus amount awarded, the participant undertakes to pay the excess, in cash or
by check, to the Company within five days after the date the participant
receives notice of the bonus amount.


D.            Deferral Beyond
Vesting Period.  Each Subscription
Agreement shall specify a deferral period, beyond the three-year vesting
period, for the RSUs to which it pertains. 
The deferral period shall be expressed as a number of whole years, not
less than three, beginning on the Valuation Date.  Subscription Agreements must be received by
the Company no later than December 31 of the year prior to the year in which
the bonus amount will be earned. 
Notwithstanding the foregoing, to the extent that any bonus deferred
hereunder constitutes “performance-based compensation” within the meaning of
Section 409A, Subscription Agreements with respect to such compensation must be
received by the Company no later than six months before the end of the
so-called performance period to which such bonus relates.


E.             Changes to
Deferral Period before December 31, 2005. 
At any time before December 31, 2005, a participant may change the
deferral period specified in a Subscription Agreement that was in effect prior
to December 31, 2005.


F.             Changes to
Deferral Period after January 1, 2006. 
Effective January 1, 2006, a participant may change the deferral period
specified in a Subscription Agreement to extend the deferral period, provided,
however, that any such change must be made at least 12 months before the
original distribution date.  Any such
change shall not become



 3
 









effective for 12 months
after it is made.  In addition, any such
change must extend the deferral period for a minimum of five additional years
from the original distribution date. 
Participants are not permitted to change a deferral to reduce the length
of a deferral period.


G.            Award of RSUs.  On each annual Valuation Date, the Company
shall award RSUs to each participant as follows:  Each participant’s account shall be credited
with a whole number of RSUs determined by dividing the amount (expressed in
dollars) that is determined under his or her Subscription Agreement by the Cost
of each RSU awarded on such date.  No
fractional RSU will be credited and the amount equivalent in value to the
fractional RSU will be paid out to the participant currently in cash.


V.            VESTING AND SETTLEMENT
OF RSUs


A.            Vesting.  A participant shall become vested in the RSUs
that are awarded in a year over a three-year vesting period in which one-third
of the RSUs shall vest on each anniversary of the Valuation Date on which the
RSUs were awarded as long as the participant remains employed by the Company or
a subsidiary on each such anniversary date.


B.            Settlement After
Vesting.  With respect to each vested
RSU, the Company shall issue to the participant one share of Stock within 30
days after the earliest of: (i) the end of the deferral period specified in the
participant’s Subscription Agreement pertaining to such RSU; (ii) the date of
the participant’s termination of employment with the Company and its
subsidiaries; (iii) the date of the participant’s death; or (iv) the date the
participant becomes Disabled (as defined below).


For purposes of this Plan, a participant shall
be “Disabled” if the participant (i) is unable to engage in any substantial
gainful activity by reason of any 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 12 months; or (ii) is, by



 4
 









reason
of any 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 12 months, receiving income replacement benefits for a period
of not less than three months under an accident and health plan covering
employees of the participant’s employer.


C.            Settlement Prior to
Vesting.  If a participant terminates
his/her employment with the Company, the participant’s nonvested RSUs shall be
canceled and he or she shall receive a cash payment equal to the lesser of (a)
the Value of such RSUs or (b) an amount equal to the number of such RSUs multiplied
by the fair market value of the Stock on the date of the participant’s
termination of employment.


D.            Committee’s
Discretion.  The Committee shall have complete discretion
to determine the circumstances of a participant’s termination of employment,
including whether the same is a result of Disability, and the Committee’s
determination shall be final and binding on all parties and not subject to
review or challenge by any participant or other person.  Except as otherwise provided in Subsection
VIII.(C) hereof, in no event may the Committee apply its discretion to
accelerate the time or schedule of any payment made under the Plan.


E.             Waiting
Period Applicable to Officers.  Notwithstanding the provisions of Subsections
V.(B) and V.(C) above, any participant who is a “key employee” within the
meaning of Section 416(i) of the Code (which generally includes any officers of
the Company) may not receive any payment or settlement with respect to his/her
RSUs in connection with his/her termination of employment until the expiration
of a six month waiting period following such termination of employment.  This waiting period does not apply to the
termination of an officer’s employment as a result of the officer’s death or
Disability (as defined in Subsection V.(B) above).



 5
 









VI.           DIVIDEND EQUIVALENT AMOUNTS


Whenever dividends
(other than dividends payable only in shares of Stock) are paid with respect to
Stock, each participant shall be paid an amount in cash equal to the number of
his or her vested RSUs multiplied by the dividend value per share.  In addition, each participant’s account shall
be credited with an amount equal to the number of such participant’s nonvested
RSUs multiplied by the dividend value per share.  Amounts credited with respect to each
nonvested RSU shall be paid, without interest, on the date the participant
becomes vested in such RSU, or when the participant receives payment of his or
her nonvested RSUs pursuant to Subsection V.(C).


VII.         DESIGNATION OF
BENEFICIARY


A participant may
designate one or more beneficiaries to receive payments or shares of Stock in
the event of his/her death.  A
designation of beneficiary may apply to a specified percentage or a participant’s
entire interest in the Plan.  Such
designation, or any change therein, must be in writing and shall be effective
upon receipt by the Company.  If there is
no effective designation of beneficiary, or if no beneficiary survives the
participant, the participant’s estate shall be deemed to be the beneficiary.


VIII.        SHARES ISSUABLE; MAXIMUM
NUMBER OF RSUs; ADJUSTMENTS; CHANGE IN CONTROL


A.            Shares Issuable.  The aggregate maximum number of shares of
Stock reserved and available for issuance under the Plan shall be  1,000,000.  For
purposes of this limitation, the shares of Stock underlying any RSUs that are
canceled shall be added back to the shares of Stock available for issuance
under the Plan.  Shares subject to the
Plan are authorized but unissued shares or shares that were once issued and
subsequently re-acquired by the Company.


B.            Adjustments.  In the event of a stock dividend, stock split
or similar change in capitalization affecting the Stock, the Committee shall
make appropriate adjustments in (i) the number and kind of shares of Stock or
securities with respect to which RSUs shall thereafter be granted, (ii) the
number and kind of shares remaining



 6
 









subject to outstanding
RSUs; (iii) the number of RSUs credited to each participant’s account; and (iv)
the method of determining the value of RSUs.


C.            Change in Control.  In the event of any proposed merger,
consolidation, sale, dissolution or liquidation of the Company, all non-vested
RSUs shall become fully vested upon the effective date of such merger,
consolidation, sale, dissolution or liquidation and the Committee in its sole
discretion may, as to any outstanding RSUs, make such substitution or
adjustment in the aggregate number of shares reserved for issuance under the
Plan and the number of shares subject to such RSUs as it may determine on an
equitable basis and as may be permitted by the terms of such transaction, or
terminate such RSUs upon such terms and conditions as it shall provide.  In the event that any such merger,
consolidation, sale, dissolution or liquidation of the Company constitutes a “change
in control event” for purposes of Section 409A, the Committee may terminate the
Plan and make payment with respect to each RSU (taking into account any
adjustment provided for herein), provided that such payment is made within 12
months of such change in control event.


IX.           AMENDMENT OR
TERMINATION OF PLAN


The Company
reserves the right to amend or terminate the Plan at any time, by action of its
Board of Directors, provided that no such action shall adversely affect a
participant’s rights under the Plan with respect to RSUs awarded and vested
before the date of such action, and provided, further, that Plan amendments
shall be subject to approval by the Company’s shareholders to the extent
required by the Act to ensure that awards are exempt under Rule 16b-3
promulgated under the Act or as otherwise required by applicable law, including
the relevant listing requirements of the New York Stock Exchange.


X.            MISCELLANEOUS
PROVISIONS


A.            No Distribution;
Compliance with Legal Requirements. 
The Committee may require each person acquiring shares of Stock under
the Plan to represent to and



 7
 









agree with the Company in
writing that such person is acquiring the shares without a view to distribution
thereof.  No shares of Stock shall be
issued until all applicable securities laws and other legal and stock exchange
requirements have been satisfied.  The
Committee may require the placing of such stop-orders and restrictive
legends on certificates for Stock as it deems appropriate.


B.            Withholding.  Participation in the Plan is subject to any
required tax withholding on wages or other income of the participant in
connection with the Plan.  Each
participant agrees, by entering the Plan, that the Company shall have the right
to deduct any such taxes, in its sole discretion, from any amount payable to
the participant under the Plan or from any payment of any kind otherwise due to
the participant.  Participants who wish
to avoid the withholding of shares of Stock otherwise issuable to them under
the Plan should arrange with the Company to pay the amount of taxes required to
be withheld in advance of the settlement date.


C.            Notices; Delivery
of Stock Certificates.  Any notice
required or permitted to be given by the Company or the Committee pursuant to
the Plan shall be deemed given when personally delivered or deposited in the
United States mail, registered or certified, postage prepaid, addressed to the
participant at the last address shown for the participant on the records of the
Company.  Delivery of stock certificates to
persons entitled to receive them under the Plan shall be deemed effected for
all purposes when the Company or a share transfer agent of the Company shall
have deposited such certificates in the United States mail, addressed to such
person at his/her last known address on file with the Company.


D.            Nontransferability
of Rights.  During a participant’s
lifetime, any payment or issuance of shares under the Plan shall be made only
to him/her.  No RSU or other interest
under the Plan shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge, and any attempt by a
participant or any beneficiary under the Plan to do so shall be void.  No interest under the Plan shall in



 8
 









any manner be liable for
or subject to the debts, contracts, liabilities, engagements or torts of a
participant or beneficiary entitled thereto.


E.             Company’s
Obligations to Be Unfunded and Unsecured. 
The Plan shall at all times be entirely unfunded, and no provision shall
at any time be made with respect to segregating assets of the Company
(including Stock) for payment of any amounts or issuance of any shares of Stock
hereunder.  No participant or other
person shall have any interest in any particular assets of the Company
(including Stock) by reason of the right to receive payment under the Plan, and
any participant or other person shall have only the rights of a general
unsecured creditor of the Company with respect to any rights under the Plan.


F.             Governing Law.  The terms of the Plan shall be governed,
construed, administered and regulated in accordance with the laws of the
Commonwealth of Massachusetts.  In the
event any provision of this Plan shall be determined to be illegal or invalid
for any reason, the other provisions shall continue in full force and effect as
if such illegal or invalid provision had never been included herein.


G.            Effective Date of
Plan.  The Plan became effective as
of October 17, 1995, upon approval by the holders of a majority of the shares
of the Company’s Class A Common Stock and Class B Common Stock,
voting as a single class, present or represented and entitled to vote at a
meeting of the shareholders.



 9
 









WATTS
WATER TECHNOLOGIES, INC.


AMENDMENT
NO. 1


TO


WATTS WATER TECHNOLOGIES, INC.


MANAGEMENT STOCK PURCHASE PLAN


AMENDED
AND RESTATED AS OF JANUARY 1, 2005


The Management
Stock Purchase Plan of Watts Water Technologies, Inc. as amended and restated
as of January 1, 2005 (the “Plan”) is hereby amended as follows:


1.             Subsection VIII.A of
the Plan is deleted and replaced with the following:


“A.          Shares Issuable.  The aggregate maximum number of shares of
Stock reserved and available for issuance under the Plan shall be  2,000,000.  For
purposes of this limitation, the shares of Stock underlying any RSUs that are
canceled shall be added back to the shares of Stock available for issuance
under the Plan.  Shares subject to the
Plan are authorized but unissued shares or shares that were once issued and
subsequently re-acquired by the Company.”


2.             Except as amended
hereby, the Plan remains in full force and effect.


Adopted by the Board of
Directors on February 6, 2007


Approved by the
Stockholders on May 2, 2007



 10
 









WATTS WATER TECHNOLOGIES, INC.


Amendment No. 2 to Management
Stock Purchase Plan


Amended and Restated as of
January 1, 2005


The Watts Water Technologies, Inc. Management Stock Purchase Plan as
Amended and Restated as of January 1, 2005, pursuant to Section IX thereof, is
hereby amended as follows:


Subsection X(B) is amended
to read in its entirety as follows:


“B.  Withholding.  Participation in the Plan is subject to any
required tax withholding on wages or other income of the participant in
connection with the Plan.  Each
participant agrees, by entering the Plan, that the Company shall have the right
to deduct any such taxes by withholding shares of Stock otherwise issuable to
him under the Plan with an aggregate fair market value (as of the date the
withholding is effected) that would satisfy the minimum required tax
withholding obligation.”


Approved by the
Board of Directors on July 31, 2007.



 11