Exhibit
10.2





CONFIDENTIAL


As of July 31,
2006


Mr. Thomas E. Fish

110 Corporate Drive, Suite 10

Portsmouth, NH 03801


Dear Tom:


Confirming our recent discussions, we are pleased that you will be
continuing as President of the Anvil Segment (Anvil) of the business of Mueller
Water Products, Inc. (Mueller Water Products or the Company).  The following outlines the terms of your
employment.  This document supersedes all
previous agreements you had with Mueller Water Products or any of its
affiliates, including, Mueller Group, LLC, Anvil International, LP, the
predecessors of either of these entities or any business units of any of them;
and this will be final and binding on the date you sign.


1.                                       You
will serve as President of Anvil, reporting to Dale Smith, the Chief Operating
Officer of Mueller Water Products and Chief Executive Officer of Mueller Group,
LLC.  You will be responsible for the
management of the P&L for the Anvil Segment including managing the business
unit’s growth and return objectives.


2.                                       Your
compensation package will be as follows:


(a)                                  Your
base salary will be $286,000 per year. 
Your salary and performance will be reviewed annually consistent with
the practices of Mueller Water Products and shall be increased each year by an
amount that is at least equal to the greater of (i) four (4%) percent of your
base salary in effect immediately prior to such annual adjustment or
(ii) the product of (A) the cost of living increase (as defined in
the immediately subsequent sentence) and (B) your base salary in effect
immediately prior to such annual adjustment.  The “cost of living increase” shall mean the
difference, expressed as a percentage, between (i) the Consumer Price
Index most recently published by the Bureau of Labor Statistics of the U.S.
Department of Labor, Chicago-Gary-Kenosha, for urban wage earners and clerical
workers, prior to the date of such annual adjustment and (ii) such 









 



 


index as so published at the commencement of the
immediately proceeding twelve-month period.


(b)                                 Effective
October 1, 2005, you will participate in the Mueller Water Products Executive
Incentive Plan (EIP) with a bonus target level of $380,000 to a maximum of 2
times target.  The amount of your
incentive will fluctuate based upon actual performance under the performance
metrics associated with the EIP. Currently these metrics include Consolidated
Net Income, Anvil Segment Operating Income and Anvil Segment RONA (return on
net assets), but metrics are subject to change from time to time. In situations
other than those described in section 3 of this agreement, a bonus will not be
paid or payable in the event you are not employed by the Company on the last
day of the respective fiscal year.


(c)                                  You
will receive a stock award under the Mueller Water Products, Inc. 2006 Stock
Incentive Plan of non-qualified stock options vesting one-third per year over
three years and restricted stock units (RSUs) vesting after seven years
(subject to accelerated vesting), in each case in accordance with the terms of the
Mueller Water Products, Inc. 2006 Stock Incentive Plan. The number of options
and RSUs will be based on the price of the stock when granted and the adjusted
Black-Scholes calculated value.  The
value of your grant is $230,000.  As an
example, if the $230,000 was granted at an average price of $49.00, you would
have received approximately 4,041 non-qualified options and 4,535 restricted
stock units.  The actual number of shares
will be based on the date this agreement is executed.


(d)                                 You
will receive a vehicle allowance of $1,500 per month, subject to usual
withholding taxes.


(e)                                  You
will receive the following additional benefits:


·                  Reimbursement
for all reasonable and customary business-related travel and entertainment
expenses in accordance with the terms of the policy generally applicable to the
executives in the location in which you are primarily based, as it may change
from time to time.


·                  Participation
in the group life and health insurance benefit programs, generally applicable
to executives employed in the location in which you are primarily based, in
accordance with their terms, as they may change from time to time.


·                  Participation
in the Company’s retirement plan, as it may change from time to time and in
accordance with its terms.



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·                  Participation
in the Employee Stock Purchase Plan, as it may change from time to time and in
accordance with its terms.


·                  Eligibility
for five weeks of annual vacation to be used each year in accordance with
policy generally applicable to executives employed in the location in which you
are primarily based, as it may change from time to time.


3.                                    (a)                                     In
the event of your involuntary termination before June 1, 2009, other than for “Cause”
(defined below), or in the event of your Constructive Termination (also defined
below) before June 1, 2009, in each case, other than as a result of death of
disability, you will be entitled to (i) payment of base salary for 18 months, (ii)
payment of an amount equal to your cash bonus for the last completed fiscal
year multiplied by 2.25, ratably paid over 18 months (unless such termination
occurs before your bonus for the 2006 fiscal year is determined, in which case
you will be entitled to your cash bonus for the 2006 fiscal year multiplied by
1.5, ratably paid over 18 months), and (iii) continued participation in
benefits until the earlier of the 18-month anniversary of the termination date
or until you are eligible to receive comparable benefits from subsequent
employment.


(b)                                 In
the event of your involuntary termination on or after June 1, 2009, other than
for Cause, or in the event of your Constructive Termination on or after June 1,
2009, in each case, other than as a result of death of disability, you will be
entitled to (i) payment of base salary for 18 months, (ii) payment of an amount
equal to your cash bonus for the last completed fiscal year multiplied by 1.5, ratably
paid over 18 months, and (iii) continued participation in benefits until the
earlier of the 18-month anniversary of the termination date or until you are
eligible to receive comparable benefits from subsequent employment.


(c)                                  In
the event that your employment is terminated as a result of your death or
disability, you or your heirs or estate, as applicable, will be entitled to
receive your base salary through the end of the Company fiscal year in which
the termination occurs, reimbursement of expenses incurred prior to such
termination and any cash bonus payment payable to you for the fiscal year in
which the termination due to death or disability occurs, prorated through the
date of such termination.


4.                                       You
agree that all inventions, improvements, trade secrets, reports, manuals,
computer programs, systems, tapes and other ideas and materials developed or
invented by you during the period of your employment with the Company, either
solely or in collaboration with others, which relate to the actual or
anticipated business or research of the Company, which result from or are
suggested by any work you may do for the Company, or which result from use of
the Company’s 



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premises or the Company’s or its customers’ property (collectively, the
“Developments”) shall be the sole and exclusive property of the Company.  You hereby assign to the Company your entire
right and interest in any Developments and will hereafter execute any documents
in connection therewith that the Company may reasonably request.  This section does not apply to any inventions
that you made prior to your employment by the Company or any of its
predecessors or affiliates, or to any inventions that you develop entirely on
your own time without using any of the Company’s equipment, supplies,
facilities or the Company’s or its customers’ confidential information and
which do not relate to the Company’s business, anticipated research and
developments or the work you have performed for the Company.


5.                                       Non-Compete/Non-Solicit.
It is understood and agreed that the Company and its subsidiaries
(collectively, the Employer) are in the water transmission products
business.  The nature and methods
employed in the Employer’s business are such that you will have substantial
relationships with specific businesses and personnel, prospective and existing,
vendors, contractors, customers, and employees of the Employer that result in
the creation of customer goodwill. 
Therefore, following the termination of employment under this agreement
for any reason that results in the payment of severance and continuing for a
period of eighteen (18) months from the date of such termination, so long as
the Employer or any affiliate, successor or assigns thereof carries on the name
or like business within the Restricted Area (defined below), including the
states that Mueller Co. Ltd., Mueller Group, LLC and U.S. Pipe operate in as of
the date of your separation, you shall not, directly or indirectly, for yourself
or on behalf of, or in conjunction with, any other person, persons, company,
partnership, corporation, business entity or otherwise:


(a)                                  Call
upon, solicit, write, direct, divert, influence, or accept business (either
directly or indirectly) with respect to any account or customer or prospective
customer of the Employer or any corporation controlling, controlled by, under
common control with, or otherwise related to Employer, including but not
limited to Mueller Co. Ltd., Mueller Group, LLC, U.S. Pipe or any other
affiliated companies; or


(b)                                 Hire
away any independent contractors or personnel of Employer and/or entice any
such persons to leave the employ of Employer or its affiliated entities without
the prior written consent of Employer.


Notwithstanding the foregoing, following the termination of employment
under this agreement for any reason and continuing for a period of twelve (12)
months from the date of such termination, you shall not, directly or
indirectly, for yourself or on behalf of, or in conjunction with, any other
person, persons, company, partnership, corporation, business entity or
otherwise, hire away any independent contractors or personnel of Employer
and/or entice any such persons to leave the 



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employ of Employer or its affiliated entities without the prior written
consent of Employer.


As used in this agreement, the term “Restricted Area” means North
America, Europe and China.


6.                                       Non-Disparagement.  Following the termination of employment under
this agreement for any reason and continuing for so long as the Employer or any
affiliate, successor or assigns thereof carries on the name or like business
within the Restricted Area, you shall not, directly or indirectly, for yourself
or on behalf of, or in conjunction with, any other person, persons, company,
partnership, corporation, business entity or otherwise:


(a)                                  Make
any statements or announcements or permit anyone to make any public statements
or announcements concerning your termination with Employer, or


(b)                                 Make
any statements that are inflammatory, detrimental, slanderous, or negative in
any way to the interests of the Employer or its affiliated entities.


7.                                       In
the event that the Company sells substantially all of the Anvil Segment, on the
date that the closing of such transaction shall occur all of your unvested
equity shall automatically become vested.


8.                                       As
an inducement to the Company to make this offer to you, you represent and
warrant that you are not a party to any agreement or obligation for personal
services and that there exists no impediment or restraint, contractual or
otherwise on your power, right or ability to accept this offer and to perform
the duties and obligations specified herein.


9.                                       You
acknowledge and agree that you will respect and safeguard the Company’s
property, trade secrets and confidential information.  You acknowledge that the Company’s electronic
communication systems (such as email and voicemail) are maintained to assist in
the conduct of the Company’s business and that such systems and data exchanged
or stored thereon are Company property. 
In the event that you leave the employ of the Company, you will not
disclose any trade secrets or confidential information you acquired while an
employee of the Company to any other person or entity, including without limitation,
a subsequent employer, or use such information in any manner.


10.                                 Definitions:


 “Cause” shall mean: (a) material
failure to act in accordance with the reasonable instructions of the Board of
Directors or the President and CEO of the Company, (b) conviction of a felony
arising from any act of fraud, embezzlement or willful 



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dishonesty in relation to the business or affairs of the Company or any
other felonious conduct on your part that is demonstrably detrimental to the
best interests of the Company or any subsidiary or affiliate, (c) being
repeatedly under the influence of illegal drugs or alcohol while performing
your duties, or (d) commission of any other willful act that is demonstrably
injurious to the financial condition or business reputation of the Company or
any subsidiary or affiliate.


“Constructive
Termination” shall mean, without your written consent: (a) a material failure
of the Company to comply with the provisions of this agreement, (b) a material
diminution of your position (including status, offices, title and reporting
relationships), duties or responsibilities, (c) any purported termination of
your employment other than for Cause, or (d) the failure of a successor
corporation to assume the Company’s obligations under this agreement.


For purposes of this agreement, a significant diminution in pay or
responsibility shall not have occurred if: (i) the amount of your bonus
fluctuates due to performance considerations under the EIP or other Company incentive
plan applicable to you and in effect from time to time or (ii) you are
transferred to a position of comparable responsibility and compensation with
Mueller Water Products carrying the title of President or higher, even though
that position may report to an officer who in turn reports to the Chief
Executive Officer.


11.                                 As
discussed, the Company desires to have you, as a senior executive of the
Company, make a meaningful investment in the Company.  In this regard, you have committed to invest
at least $100,000 in the Company’s common stock by the date that is twelve
months after the date of this agreement. The details of how this investment
should be made will need to be determined with input from Vic Patrick, the
Company’s Vice President, Acting General Counsel and Secretary.  Vic can be contacted at 813-871-4120.


12.                                 In the event that any portion of any payment under
this agreement, or under any other agreement with, or plan of the Company (in
the aggregate, Total Payments) would constitute an “excess parachute payment,”
such that a golden parachute excise tax is due, the Company shall provide to
you, in cash, an additional payment in an amount sufficient to cover the full
cost of any excise tax and all of your additional federal, state, and local
income, excise, and employment taxes that arise on this additional payment
(cumulatively, the Full Gross-Up Payment), such that you are in the same
after-tax position as if you had not been subject to the excise tax. For this
purpose, you shall be deemed to be in the highest marginal rate of federal,
state, and local income taxes in the state and locality of your residence on
the date of your termination. This payment shall be made as soon as possible
following the date of your termination, but in no event later than ten (10)
calendar days from such date.  For
purposes of this agreement, the term “excess parachute payment” shall have the
meaning assigned to such term in Section 280G of the Internal Revenue Code, as
amended (the Code), and the term “excise 



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tax” shall mean the tax imposed on such excess
parachute payment pursuant to Sections 280G and 4999 of the Code.


13.                                 It
is agreed and understood that this offer letter, if and when accepted, shall
constitute our entire agreement with respect to the subject matter herein and
shall supersede all prior agreements, discussions, understandings and proposals
(written or oral) relating to your employment with the Company, Mueller Group, LLC
and related business units.


Tom, your signature below
confirms your acceptance of this employment agreement. Please sign one of the
enclosed copies and return it to me in the envelope provided.


	
  

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  /s/ Gregory E.
  Hyland

  
	
   

  	
  Gregory E.
  Hyland

  
	
   

  	
  Chairman,
  President and Chief Executive Officer

  



 


GH:jtp

Enclosures

Agreed and Accepted


	
  /s/ Thomas E. Fish

  	
   

  
	
  Thomas E. Fish

  	
   

  
	
   

  	
   

  
	
  7/31/06

  	
   

  
	
  Date

  	
   

  



 



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