Exhibit
10.1





CONFIDENTIAL


As of July 31, 2006


Mr. Doyce Gaskin

956 Industrial Boulevard

Albertville, AL 35950


Dear Doyce:


Confirming our recent discussions, you are appointed Executive Vice
President of the Mueller Segment 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, Mueller Co. Ltd., 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 Executive Vice President of the Mueller Segment, reporting to
Dale Smith, the Chief Operating Officer of Mueller Water Products, Chief
Executive Officer of Mueller Group, LLC and President of the Mueller Segment.  As Executive Vice President of the Mueller
Segment, you will have responsibilities commensurate with the position, as assigned
to you by the President of the Mueller Segment.


2.                                       Your
compensation package will be as follows:


(a)                                  Your
base salary will be $260,000 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 $314,427 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, Mueller Segment Operating Income and Mueller 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 $220,500.  As an
example, if the $220,500 was granted at an average price of $49.00, you would
have received approximately 3,875 non-qualified options and 4,348 restricted
stock units.  The actual number of shares
will be based on the date this agreement is executed.  In addition, prior to the last day of the
Company’s 2006 fiscal year, you will receive an additional stock award under the
Mueller Water Products, Inc. 2006 Stock Incentive Plan of non-qualified stock
options and/or RSU’s having an aggregate value of $110,000, based on the price
of the stock when granted and the adjusted Black-Scholes calculated value.


(d)                                 You
will be provided a Company leased vehicle.


(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


 



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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.


·                  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.



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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 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, Anvil International 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, Anvil International, 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.



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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 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 Mueller 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.



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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 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 


 



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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 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.


Doyce, 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/ Doyce Gaskin

  	
   

  
	
  Doyce Gaskin

  	
   

  
	
   

  	
   

  
	
  7/31/06

  	
   

  
	
  Date

  	
   

  



 



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