exv10w21









    Exhibit
    10.21








 



     



 




    TERMS AND
    CONDITIONS OF YOUR

    OMNIBUS STOCK INCENTIVE PLAN GRANT



 



    In accordance with the terms and provisions of the Pentair, Inc.
    2008 Omnibus Stock Incentive Plan, as Amended (the
    “Plan”), you have been granted restricted stock units
    and stock options as described in the attached grant
    notification letter.



 



    The following terms and conditions govern your grant and, by
    accepting this grant, you agree to the following:



 




    Restricted
    Stock Units



 


		
	    • 
	    The restricted stock units become “vested” on the
    vesting dates noted in your grant letter. Upon vesting, the
    shares underlying the restricted stock units will be issued
    according to your instructions, unless you have elected to defer
    the units under the Pentair, Inc. Compensation Plan for
    Non-Employee Directors. In the event the vest date falls on a
    weekend day or holiday, the restricted stock units will vest and
    shares will be released on the next trading day.

	 
	    • 
	    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.
    Dividend equivalent units will be paid to you in cash during the
    vesting period as soon as practicable after a cash dividend has
    been declared, and will be reported on your Form 1099.
    Dividend equivalent units are not eligible for reinvesting under
    the Pentair, Inc. Dividend Reinvestment Plan and are not
    eligible for deferral under the Pentair, Inc. Compensation Plan
    for Non-Employee Directors.

	 
	    • 
	    If your service as a director with the Company terminates
    (voluntarily or involuntarily) before the expiration of the
    restriction period, all nonvested restricted stock units and
    their related dividend equivalent units will be forfeited.
    Exceptions to this rule are made for certain types of
    terminations, including termination due to death or disability
    in accordance with the terms of the Plan. The restricted stock
    units will also vest upon a Change of Control (as defined in the
    Plan, except that the Change of Control must also comply with
    Code Section 409A). Notwithstanding the Plan provisions,
    restricted stock units will not vest upon your termination due
    to retirement.

	 
	    • 
	    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 restriction period.

	 
	    • 
	    The fair market value of the shares that are issued upon vesting
    of the restricted stock units and the payment of cash for the
    related dividend equivalent units will be considered taxable
    compensation.




 




    Stock
    Options



 


		
	    • 	
    All options are considered nonqualified stock options.




 


		
	    • 	
    Options may be exercised only after they become vested, as noted
    in your grant letter, and expire ten years from the date of
    grant, unless another expiration date is noted in your grant
    letter. Options can only be exercised if the fair market value
    of the shares being exercised exceeds the option exercise price
    for those shares.




 


		
	    • 	
    If your service as a director with the Company terminates (for
    any reason except for cause), you may exercise options which are
    vested on the last day of service for up to 90 days after
    your termination date or,
















 






		
		
    if earlier, the date the option expires by its terms. Exceptions
    are made for terminations due to such reasons as death,
    retirement or disability, in accordance with the terms of the
    Plan.




 


		
	    • 
	    You have no shareholder rights (e.g. dividends, voting) with
    respect to the underlying stock you may purchase by the exercise
    of the option.

	 
	    • 
	    You may pay the option exercise price due upon exercise by:
    1) submitting a personal check, 2) swapping
    previously-acquired mature Pentair common stock, or
    3) arranging a cashless exercise through a broker. An
    exercise notice and agreement must be submitted to Pentair.




 




    General



 


		
	    • 
	    The grant of Plan awards to you does not guarantee you will
    receive Plan awards in subsequent years.

	 
	    • 
	    In addition to the terms and conditions disclosed above, your
    Plan awards are 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.

	 
	    • 
	    The Compensation Committee of the Pentair, Inc. Board of
    Directors may amend or modify the Plan at any time but generally
    such changes will apply to future Plan awards. The Governance
    Committee may also amend or modify this Award, but most changes
    will require your consent.






    

    2








 







    [Date]



 



    «FirstName» «LastName»




    «Company»




    «Address1»




    «Address2»




    «City»



 



    Dear



 


 



    You are hereby notified of the following grants that have been
    awarded to you under the Pentair, Inc. 2008 Omnibus Stock
    Incentive Plan, as amended (the “Plan”).



 



    [          ]
    restricted stock units and dividend equivalent units granted on
    [Date], that will vest over the following schedule:



 




    1/3 of the
    units on [one year after grant date]

    1/3 of the units on [two years after grant date]

    1/3 of the units on [three years after grant date]
    



 



    [          ]
    stock options granted on [Date] that will vest over the
    following schedule:



 




    1/3 of the
    options on [one year after grant date]

    1/3 of the options on [two years after grant date]

    1/3 of the options on [three years after grant date]
    



 



    The options have an exercise price of
    $[          ]
    per share, which is the fair market value on the date of the
    grant, and have an expiration date of [ten years after grant
    date].



 



    Included for your review and records is a Plan prospectus, the
    Terms and Conditions that apply to your awards, and an Exercise
    Notice and Agreement for your future use. For your convenience,
    an Optionee Statement is enclosed summarizing the awards that
    have been granted to you.



 



    If you have any questions regarding your Plan awards, please
    call Jill Wallar at
    [          ]-[          ]-[          ].



 



    Sincerely,



 



    PENTAIR, INC.



 



    




    Randall J. Hogan




    Chairman and CEO





    

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