EX-10.1






EXECUTIVE EMPLOYMENT AGREEMENT




THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the      day of March, 2006 by
and between Cooper US, Inc., a Delaware corporation (hereinafter called the “Company”), and
Name (hereinafter called “Executive”).



WHEREAS, the Company desires to employ or to continue to employ Executive on terms which will
encourage the attention and dedication of Executive to the Company as one of its key executives;



WHEREAS, the Company recognizes that the Executive’s contribution to the Company’s growth and
success has been and continues to be substantial;



WHEREAS, the Company wishes to encourage the Executive to remain with and devote full time and
attention to the business affairs of the Company and wishes to provide income protection to the
Executive for a period of time consistent with the terms and conditions hereunder;



NOW, THEREFORE, in consideration of the premises and the respective covenants of the parties
set forth in this Agreement and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties agree as follows:



1. Definitions



(a) As used herein, the term the “Company” or “Cooper” shall mean Cooper US, Inc., its parent,
affiliates, subsidiaries, divisions, agents, assigns, pension plans, compensation plans, other
benefit plans, employee benefit plan fiduciaries, predecessors-in-interest, successors-in-interest,
and any officer, director, employee, agent, or other representative of any of the foregoing.



(b) As used herein “Executive” shall mean [Executive’s name], his successors-in-interest,
predecessors-in-interest, assigns, administrators, and executors.



2. Employment by the Company. The Company offers and Executive accepts employment
consistent with Executive’s current terms and conditions except as specifically modified herein and
hereinafter set forth, and such modified terms and conditions shall supersede any conflicting oral
or written employment agreement(s) entered into by and between the Company and Executive prior to
the date of this Agreement. Unless the Executive is terminated for Cause (as defined below in
Section 9) or Executive resigns his employment for “Good Reason” (as defined below in Section 9),
Executive shall remain an employee of the Company for a period of six (6) months from the date of
this Agreement (the “Term”). Upon expiration of the Term, Executive will become an “at will”
employee of the Company. Once an “at will” employee, Executive will provide at least thirty (30)
days notice if he decides to terminate his employment. Likewise, the Company will provide at least
thirty (30) days notice of its intention to terminate Executive’s employment.



3. Duties, Obligations and Responsibilities of Executive. Executive shall be employed
as Title, reporting to such persons as may be designated by the Company at the Company’s
discretion. Executive shall assume such responsibilities and perform such duties in connection
with Executive’s position as shall from time to time be assigned to Executive. Executive shall
devote his best efforts to faithfully discharging the duties, obligations and responsibilities as
an employee of the Company as those duties, obligations and responsibilities are defined by the
Company or as may be subsequently modified by the Company. Executive shall perform such duties to
the best of Executive’s ability, experience, and talents, all to the reasonable satisfaction of the
Company. Such duties shall be rendered at such place or places as the Company shall specify.
Executive shall have such authority and power (and only such authority and power) as are inherent
in the undertakings applicable to Executive’s position and necessary to carry out the duties
required of Executive hereunder. Executive shall devote Executive’s entire working time,
attention, and energies to the business of the Company and shall accept compensation from no other
corporation, firm, partnership, or organization in return for services performed by Executive.
Executive may engage in civic or community service activities, so long as such activities do not
interfere with Executive’s ability to comply with this Agreement and are not otherwise in conflict
with the policies or interests of the Company.



4. Base Salary. As an employee of the Company, Executive shall receive a base salary
(“Base Salary”) at the same level in effect as of the date of this agreement. Base Salary payments
to Executive shall be made semi-monthly or on such other schedule as salaried employees of the
Company are paid. Future increase in the Executive’s Base Salary will be determined under the
Company’s normal salary administration policy.



5. Annual Bonus. As an Executive of the Company, Executive will be eligible to
participate in an annual bonus plan. Annual bonus awards are made at the discretion of the
Company’s Corporate Management based upon the financial results and an executive’s individual
performance. Annually, the Executive will be advised of the terms, conditions, and performance
goals in order for Executive to be eligible to receive the bonus payment.



6. Stock Incentive Plan. As an Executive of the Company, Executive shall be eligible
to participate in the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan (the
“Plan”) in accordance with the terms of the Plan administered by the Management Development and
Compensation Committee.



7. Employee Benefits and Business Expenses. Executive shall be eligible to
participate in the same welfare benefit plans, including medical insurance, retirement plans or
programs maintained or sponsored by the Company for salaried employees for which Executive is
eligible pursuant to the terms and conditions of such plan or program; for vacation as provided to
other similarly situated salaried employees and shall have the same schedule of holidays as do the
employees at the Company location to which Executive is assigned; and the Company shall reimburse
Executive for reasonable travel, entertainment and other business expenses incurred by Executive in
accordance with the Company’s policies.



8. Conflicting Interest. Executive agrees that he will not accept any other
employment nor engage in any outside business activities, or become involved in an enterprise of a
commercial nature while the Executive remains an employee of the Company.



9. Termination of Employment



(a) At any time during the Term, the Company may terminate Executive’s employment for “Cause”.
In the event Executive’s employment is terminated for “Cause”, the Company shall be under no
further obligation to provide Executive with Base Salary or bonus payments and Executive will no
longer be eligible to participate in pension and welfare plans sponsored by the Company, except as
may be required by law. For the purpose of this Agreement, “Cause” includes, but is not limited
to: (i) an act or acts of personal dishonesty by the Executive and intended to result in the
personal enrichment of the Executive; (ii) wanton and willful misconduct or gross negligence by the
Executive in the performance of his duties and obligations under this Agreement; (iii) neglect of
his assigned duties, provided the Company gives Executive written notice of the basis for its
determination of neglect and thirty (30) days after such notice to remedy the situation and such
neglect is not remedied; (iv) a criminal act including, but not limited to, the arrest or
indictment for an alleged criminal act; (v) a breach of any provision of this Agreement; or (vi)
other conduct determined by the Company in good faith to be Cause.



(b) During the Term, Executive shall have the right to terminate his employment with the
Company for Good Reason (as defined below) by written notice to the Company. In the event of such
termination, or in the event the Company terminates Executive’s employment without Cause, the
Company shall pay to Executive in a lump sum within forty-five (45) days thereafter any unpaid Base
Salary, prorated target bonus and earned, unused vacation to be provided to Executive hereunder
during the Term of this Agreement. The Company shall also pay to Executive additional separation
allowance benefits for which Executive is eligible under the Company’s Separation Allowance Policy
and Procedure in effect at the time of Executive’s termination which shall be determined by
Executive’s years of continuous service at the Company and Executive’s age at the time of
Executive’s termination of employment in exchange for an executed valid and enforceable waiver in a
form determined by the Company. For purposes of this Agreement, “Good Reason” means the occurrence
of any of the following: (i) the Company materially and adversely changes Executive’s
responsibilities in a manner which constitutes a demotion when compared with Executive’s
responsibilities preceding such change or which results in Executive having a position of
significantly less scope or responsibility, or (ii) the Company materially breaches this Agreement
provided written notice of Executive’s termination is provided to the Company within thirty (30)
days of the first occurrence of the facts giving rise to the Good Reason. This provision provides
the exclusive remedy to Executive for any termination by Executive for Good Reason or by the
Company without Cause during the Term.



(c) Upon expiration of the Term (i) the Executive may resign at any time, and (ii) the Company
may terminate or modify the Executive’s employment, including salary and bonus opportunity and
amounts, in its discretion, with or without Cause, and without any liability on the part of the
Company. The Executive and the Company will each provide the other with at least thirty (30) days
written notice of a decision to terminate Executive’s employment.



(d) If after Executive’s termination, either by the Company without Cause or by the Executive
with Good Reason, the Company has a good faith reason to believe that, while employed by the
Company, the Executive breached any provision of this Agreement, any and all monies due and owing
to Executive including, but not limited to, severance payments, bonus payments, and earned but
unused vacation shall immediately cease unless and until it is determined that Executive did not
breach any provision of this Agreement while still employed by the Company.



10. Covenant Not to Compete. Executive acknowledges that the restrictions on his
activities contained in this Section 10 are in consideration of the Company’s agreement to employ
Executive for the Term, to grant Executive eligibility to participate in the Plan, and the
Company’s promise to disclose confidential and proprietary information to Executive not yet
disclosed to Executive.



So long as Executive is employed by the Company, Executive shall not assist in any way, serve
in any capacity with, or own, directly or indirectly, any interest in, a competitor of the Company
for which Executive is employed (except that Executive may hold an interest in a publicly traded
competitor not exceeding one (1) percent of the competitor’s outstanding stock). This restriction
on competition shall include those customers, markets, products and/or services for which the
Executive held responsibility during Executive’s employment and shall extend for one (1) year after
the termination of Executive’s employment with the Company and shall apply to competition conducted
in the specific geographic areas(s) or territories in which the Executive engaged in business on
behalf of the Company.



As used herein, “competitor” of the Company shall include the organizations named on the
attached Exhibit A, including any and all parent corporations, subsidiaries, joint ventures, and
successors.



The Company’s obligation to continue making severance payments under this Agreement and to
permit exercise of stock options or equity awards under the Plan is conditioned upon the
Executive’s compliance with this paragraph as written. If any provision in this paragraph is found
to be unenforceable, or if the Executive challenges the enforceability of any such provision,
Executive shall not be entitled to continuing severance payments, exercise of stock options or
receipt of Company stock issued under the Plan. In the event this restriction is deemed
unreasonable by any court, the Company and Executive agree that the court may reduce such
restriction to one it deems reasonable to protect the Company.



11. Non-Solicitation of Employees. So long as Executive is employed by the Company
and for one (1) year after Executive leaves the Company, Executive shall not, on behalf of himself
or any other person, firm, company business or other legal entity, directly or indirectly, solicit,
influence or attempt to influence any management, sales, technical design or engineering employee,
representative or advisor of the Company to terminate his or her employment relationship with the
Company and/or to work in any manner for Executive, or any entity affiliated with Executive. In the
event any court deems this restriction unreasonable, the Company and Executive agree that the court
may reduce such restriction to one it deems reasonable to protect the Company.



12. Non-Solicitation of Customers. So long as Executive is employed by the Company
and for one (1) year after Executive leaves the Company, Executive shall not, on behalf of himself,
or any other person, firm, company, business, or other legal entity, solicit, contact, call upon,
initiate communications with or attempt to initiate communications with any customer of the Company
for the purpose of selling or providing products similar to or competitive with those manufactured
by the Company entity employing Executive. In the event any court deems this restriction
unreasonable, the Company and Executive agree that the court may reduce such restriction to one it
deems reasonable to protect the Company.



13. Confidential and Proprietary Information (Secrecy Agreement). The Company agrees
to provide Executive with access to confidential and proprietary information, and may have already
provided additional confidential and proprietary information, necessary to perform Executive’s
duties for the Company. Upon the termination of Executive’s employment with the Company for
whatever reason, with or without Cause, Executive agrees to immediately return to the Company any
of the Company’s proprietary or confidential information or trade secrets in Executive’s possession
or which were provided to Executive during his employment with the Company. This includes all
copies of such information, whether in paper, electronic, or other forms.



Executive agrees during Executive’s employment and thereafter that he shall not at any time
directly or indirectly, use or disclose to any business person or enterprise in any manner
whatsoever, without the prior written consent of the CEO, any confidential or secret information of
any kind relating to the Company or of others as to which Executive knows or should know that the
Company has confidential information obligations.



For the purposes of this Agreement, proprietary or confidential information or trade secrets
(including trade secrets as defined by applicable state law) is defined to include any information
in any form whatsoever that has been developed or used by the Company during Executive’s employment
with the Company, that cannot be obtained readily by third parties from outside sources, and which
was made known to Executive or acquired by Executive during his employment with the Company.
Proprietary or confidential information or trade secrets include without limitation the following:
marketing data, including analyses and projections, strategies, business plans, product plans and
competitive activity data; all financial and profit information not required by law to be
published; purchasing or costs data; sales data including customer lists, booking reports, current
sales information, pricing, billing, and other information; products, services, present and future
developments, manufacturing process or techniques and manufacturing equipment; personnel
compensation and personnel; product specifications and designs, and manufacturing process;
information related to the cost, quantity and type of raw materials and components utilized in
products manufactured by the Company; information related to new product development and
prototypes; the Company’s contracts, bids or proposals; the names of and other information
concerning the Company’s customers that is generally not known to the public, including information
related to customer orders and preferences; proprietary computer programs and software developed
and/or used by the Company; information related to the Company’s patents, trademarks, and
copyrights, including information related to potential patent, trademark, or copyright disputes or
negotiations regarding same with competitors; and information pertaining to the Company or made
available to Executive by the Company and identified or treated as confidential or secret.



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14. Assignment of Discoveries, Improvements and Inventions. 



(a) Executive agrees that, with respect to any and all ideas, concepts, techniques,
discoveries, improvements and inventions or works of authorship (all hereinafter called
“Developments”), which Executive may conceive or make during the term of Executive’s employment,
either solely or jointly with others, whether or not such Developments are patentable, subject to
copyright protection or susceptible to any other form of protection which related to the present or
future business of the Company, or which are in the scope of Executive’s duties for the Company or
relate to work performed by Executive for the Company, Executive will assign and does hereby assign
and transfer, all of Executive’s entire right, title and interest in and to such Developments to
the Company or its designated affiliates, including its successors and assigns, except those
inventions specifically excluded by statute as more fully explained in Section (b) below.



(b) Executive further agrees upon the request of the Company to execute and deliver as
documents and do all acts necessary to secure to the Company, its successors and assigns, or its
designated affiliates or other nominees, the entire right, title and interest in and to those
ideas, concepts, techniques, discoveries, improvements and inventions referred to in paragraph (a),
including applications for and Letters Patent of the United States and foreign countries, provided
the cost of preparing such papers, assignments and applications for Letters Patent, and the
prosecution and maintenance thereof and all proceedings and litigation relating thereto, is borne
by the Company or its nominee.



15. Copyrights. Executive acknowledges that all works prepared solely or jointly with
others which related in any manner to the research, development or other business activities of the
Company shall for the purposes of U.S. copyright law be deemed “works made for hire” and all rights
therein, including copyrights or any other rights, shall be the sole property of the Company and
that such writings shall be held in confidence by Executive until written authorization to publish
is obtained from a duly designated representative of the Company. In the event that these works
are held not to be “works made for hire,” the Executive agrees to assign all right, title and
interest in the works to the Company.



16. Non-Disparagement. Executive agrees that Executive shall not for any reason
whatsoever and whether directly or indirectly, either alone or jointly with any person, firm or
corporation at any time, in any way, make disparaging statements about the Company or any of its
related entities, their products, services or employees to any person, entity, vendor, contractor,



subcontractor, competitor, customer or potential customer of the Company.



17. Employee Transfer. Executive agrees that if Executive shall accept transfer to
any of the Company’s affiliates, the term the “Company” as used herein, shall be deemed to include
each such affiliate, and this Agreement shall remain in full force and effect unless and until
superseded by a new Agreement.



18. Prior Inventions. Executive agrees and represents that listed below are
descriptions of all inventions, whether patented or not, which Executive has made or conceived
prior to being employed by the Company, and to which this Agreement is not applicable. Executive
represents that the absence of any inventions in the listing below (including stating “none”) shall
indicate that Executive owns or claims no such invention at the time of signing this Agreement.



Reserved inventions made or conceived by Executive prior to employment and excluded from this
Agreement, and brief descriptions thereof are:



If none, please state “none”.



19. Injunctive Relief. Executive agrees that in the event of any violation of this
Agreement by Executive, the Company shall be entitled, in addition to any other rights or remedies
which it might have, to maintain an action for damages and permanent injunctive relief, and in
addition the Company shall be entitled to preliminary injunctive relief, it being agreed and
understood that the substantive and irreparable damages which the Company might sustain upon any
such violation could be impossible to ascertain in advance. Executive further agrees that nothing
in this Agreement shall be construed as a limitation upon the remedies the Company might have for
any wrongs of Executive.



Executive acknowledges that any violation of his or her obligations described herein may
result in disciplinary action, including dismissal from the Company, as well as and any other
appropriate relief for the Company including money damages and equitable relief as described in the
preceding paragraph, together with associated attorney fees.



20. Amendments. This Agreement or any provisions hereof may be changed, waived,
discharged, or terminated only by a written amendment signed by both the Company and Executive.



21. Severability and Reformation. Any portion of the Agreement which a Court of
competent jurisdiction shall determine to be void or unenforceable as against public policy, or for
any other reason, shall be deemed to be severable from the Agreement and shall have no affect on
the other covenants or provisions in the Agreement. Executive further agrees that the Court shall
be empowered upon the request of the Company to reform and construe any provision which would
otherwise be void or unenforceable in a manner that it will be valid and enforceable to the maximum
extent permitted by law. Provided that, the Company’s obligation to continue making severance
payments under this Agreement is conditioned upon the Executive’s compliance with paragraph 10 of
this agreement as written.



22. Waiver. The failure of either party to enforce any provision of this Agreement
shall not in any way be construed as a waiver of any such provision as to future breaches or
violations thereof, nor prevent such party thereafter from enforcing each and every other provision
of this Agreement. The rights granted the parties hereunder are cumulative and the waiver of any
single remedy shall not constitute a waiver of such parties’ rights to assert all other legal
remedies available to it pursuant to this Agreement.



23. Arbitration. Any claim or dispute arising in connection with the Agreement which
is not settled by the parties within sixty (60) days of notice thereof first being given by either
party to the other shall be finally settled by arbitration (under the Employment Dispute Resolution
Rules of the American Arbitration Association), and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction over it. There shall be one arbitrator,
who shall be compensated at his normal hourly or per diem rate for all time spent in connection
with the arbitration proceedings and pending final award appropriate compensation and expenses
shall be advanced equally by the parties. The arbitrator shall actively manage the arbitration to
make it fair, expeditious, economical and less burdensome and adversarial than litigation, and the
award rendered shall not include punitive damages and shall state its reasoning. The arbitrator’s
fees and expenses shall be shared equally by each party. This provision is intended to conform to
Texas law and said law may be substituted for any term of this provision that does not conform to
that law.



24. Entire Agreement. This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations, or warranties, whether oral or
written, by any officer, employee, or representative of any party hereto.



25. Anti-Assignment. This Agreement is personal in nature and cannot be assigned or
transferred except as provided in Section 26 below.



26. Successors. This Agreement shall not be terminated by the voluntary or
involuntary dissolution by the Company or by any merger or consolidation where the Company is not
the surviving corporation or upon any transfer of all or substantially all of the Company’s assets,
or any other change in control. In the event of such merger or transfer of assets, or other change
in control, the provisions of this Agreement shall be binding upon and inure to the benefit of the
surviving corporation or corporation to which such assets shall be transferred.



27. Governing Law and Venue. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the state of Texas including all matters of construction,
validity and performance. The parties further agree that any lawsuit under this Agreement must be
brought in state or federal court in Harris County, Texas.



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IN WITNESS THEREOF, the parties have executed this Agreement as of the day and year first
written above.



EXECUTIVE



By:


Name:


Title:



COOPER US, INC.



By:


Name: David R. Sheil


Title: Sr. VP, Human Resources & Chief Administrative Officer




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