EX-10.11



 Exhibit 10.11 

NVENT MANAGEMENT COMPANY 

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 

Effective as of [_____________], 2018 







 TABLE OF CONTENTS 

 

							
	 Section 1.
	  	Name of Plan	  	 	1	
			
	 Section 2.
	  	General Definitions	  	 	1	
			
	 Section 3.
	  	Participation, Vesting and Benefit Service, and Rules Governing the Crediting of Service, Disability and the Determination of Compensation and Final Average Compensation	  	 	5	
	 (a)
	  	Participation	  	 	5	
	 (b)
	  	Vesting	  	 	6	
	 (c)
	  	Benefit Service	  	 	6	
	 (d)
	  	Service Credits	  	 	7	
	 (e)
	  	Disability	  	 	7	
	 (f)
	  	Compensation	  	 	9	
			
	 Section 4.
	  	Payments in the Event of Death Before the Benefit Commencement Date	  	 	9	
	 (a)
	  	General	  	 	9	
	 (b)
	  	Vested Participant	  	 	9	
	 (c)
	  	Amount and Timing of Benefit Payment	  	 	9	
	 (d)
	  	Beneficiary	  	 	10	
			
	 Section 5.
	  	Payment of Retirement Benefits	  	 	10	
	 (a)
	  	General	  	 	10	
	 (b)
	  	Lump Sum	  	 	10	
	 (c)
	  	Re-Employment after Commencement of Benefits	  	 	10	
	 (d)
	  	Death Before End of 180 Month Period	  	 	10	
	 (e)
	  	Beneficiary	  	 	11	
	 (f)
	  	Non-Alienation	  	 	11	
	 (g)
	  	Miscellaneous	  	 	12	
			
	 Section 6.
	  	Confidentiality, Covenants Not to Compete, and Non-Solicitation	  	 	13	
	 (a)
	  	General	  	 	13	
	 (b)
	  	Forfeiture and Other Remedies	  	 	13	
			
	 Section 7.
	  	Funding and Payment of Benefits	  	 	14	
	 (a)
	  	General	  	 	14	
	 (b)
	  	Employer Company	  	 	14	
	 (c)
	  	Participation by Other Group Members	  	 	14	 
			
	 Section 8.
	  	Default	  	 	14	
			
	 Section 9.
	  	Administration of the Plan	  	 	15	
	 (a)
	  	General	  	 	15	
	 (b)
	  	Committee	  	 	15	
	 (c)
	  	Discretion	  	 	15	


  
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	 (d)
	  	Indemnity	  	 	15	
	 (e)
	  	Code Section 409A	  	 	16	
	 (f)
	  	Use of Professional Services	  	 	16	
	 (g)
	  	Communications	  	 	16	
			
	 Section 10.
	  	 Effect of KEESA
	  	 	16	
			
	 Section 11.
	  	 Amendment or Termination
	  	 	16	
	 (a)
	  	General	  	 	16	
	 (b)
	  	Limitation on Power to Amend or Terminate	  	 	17	
	 (c)
	  	Change in Control	  	 	17	
	 (d)
	  	Continuation of Plan Provisions	  	 	17	
			
	 Section 12.
	  	 Claims
	  	 	17	
	 (a)
	  	Filing Claims	  	 	17	
	 (b)
	  	Decision on Claim	  	 	18	
	 (c)
	  	Appeal of Denied Claim	  	 	18	
	 (d)
	  	Decision by Appeals Committee	  	 	18	
			
	 Section 13.
	  	 Miscellaneous
	  	 	18	
	 (a)
	  	Employer’s Rights	  	 	18	
	 (b)
	  	Interpretation	  	 	18	
	 (c)
	  	Withholding of Taxes	  	 	18	
	 (d)
	  	Offset for Amounts Due	  	 	19	
	 (e)
	  	Computational Errors	  	 	19	
	 (f)
	  	Requirement of Proof	  	 	19	
	 (g)
	  	Tax Consequences	  	 	19	
	 (h)
	  	Communications	  	 	19	
	 (i)
	  	Not Compensation Under Other Benefit Plans	  	 	19	
	 (j)
	  	Choice of Law	  	 	19	
	 (k)
	  	Savings Clause	  	 	20	
	 (l)
	  	Change in Control	  	 	20	
		
	 SCHEDULE 1
	  	 	21	
		
	 SCHEDULE 2
	  	 	22	
		
	 TABLE 1
	  	 	23	


  
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 NVENT MANAGEMENT COMPANY 

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 

Section 1. Name of Plan. This plan shall be known as the nVent Management Company Supplemental Executive Retirement Plan.

 Section 2. General Definitions. Unless the context requires otherwise, when used herein the terms listed below, when
capitalized or applied to such capitalized terms, shall have the following meanings: 
 (1) “Adjustment Factor” is the
factor used in adjusting the Pension Amount to reflect the period of time between the date a vested Participant Separates from Service and his or her Benefit Commencement Date. With respect to such a Participant who survives to his or her Benefit
Commencement Date and who so separates: 
  

	 	(a)	on or after attaining age fifty-five (55), the Adjustment Factor is 1.03441 (i.e., the Pension Amount is adjusted to reflect the period beginning on the first day of the month next following the month in which the
Participant Separates from Service to the Benefit Commencement Date); or 

  

	 	(b)	before attaining age fifty-five (55), the Adjustment Factor is the appropriate factor set forth in Table 1 to reflect the period beginning on the first day of the month next following the month in which the Participant
Separates from Service and ending on the Benefit Commencement Date. 

 (2) “Administrator” is the Company.

 (3) “Beneficiary” is a person entitled to receive any benefits payable under the Plan after a former Participant’s
death. 
 (4) “Benefit Commencement Date” is generally the first day of the first month as of which a Participant’s
Retirement Benefit is payable. For a vested Participant who Separates from Service on or after attaining age fifty-five (55), the Benefit Commencement Date is the first day of the month next following the six (6)-month anniversary of the date the
Participant Separates from Service. For a vested Participant who Separates from Service before attaining age fifty-five (55), the Benefit Commencement Date is the later of the date described in the immediately preceding sentence and the first day of
the month next following the month which includes his or her fifty-fifth (55th) birthday. For a Participant who becomes disabled, the Participant’s Benefit Commencement Date shall be the first day of the month next following the month in which
the Participant’s sixty-fifth (65th) birthday occurs, as provided in Section 3(e). 

(5) “Benefit Service” is the number of Years of Service, beginning with the calendar year which includes the
individual’s Benefit Service Date, during which an individual completes 1,000 Hours of Service as an Eligible Employee. “Benefit Service” includes any Benefit Service credited for Participants under the Prior Plan immediately prior to
the Effective Date. 

  
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 (6) “Benefit Service Date” is the date from and after which an individual may
earn Benefit Service. An individual’s Benefit Service Date shall be the date listed on Schedule 1 (which is the “Benefit Service Date” of such Participant as provided under the Prior Plan). 

(7) “Board” is the Board of Directors of the Parent. 

(8) “Change in Control” is a change in control as defined in the KEESA. 

(9) “Code” is the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code shall be
deemed to refer to any successor provision thereto and the regulations promulgated thereunder. 
 (10) “Committee” is the
Compensation Committee of the Board. If the Committee is not in existence, then all references to the Committee herein shall mean the Board. 

(11) “Company” is nVent Management Company or any successor thereto. 

(12) “Compensation” is any item or class of remuneration or part thereof listed or described in the left-hand column of
Schedule 2 and not any such items listed or described in the right-hand column of Schedule 2. In the event a remuneration item is not listed or described in Schedule 2, the Administrator shall determine whether such item is included or excluded from
Compensation by taking into account the nature of the item and its similarity to an item which is so listed. “Compensation” includes any Compensation credited for Participants under the Prior Plan immediately prior to the Effective Date.

 (13) “Conversion Factor” is the factor used to convert the Pension Amount into the Monthly Installment and shall be
113.4. 
 (14) “Covered Termination” is a covered termination, as defined in the KEESA, which entitles the Participant to a
termination payment pursuant to Sections 8 and 9(a) of the KEESA. 
 (15) “Disabled” or “Disability” is a
physical or mental condition, resulting from physical or mental sickness or injury, which prevents the individual from engaging in any substantial gainful activity, and which condition can be expected to last for a continuous period of not less than
twelve (12) months. 
 (16) “Effective Date” is [__________], 2018, the effective date of the consummation of the
separation and distribution of the electrical business into a newly incorporated public company, pursuant to the Separation and Distribution Agreement by and between Pentair plc and nVent Electric plc, dated as of [__________], 2018. 

(17) “Eligible Employee” is an individual who, on or after the Effective Date, is a Participant and who meets the following
requirements: (i) is a full time employee of a Group member, (ii) is a citizen or lawful permanent resident of the United States, and (iii) is either (x) an officer of the Parent appointed by the Board or (y) the President
of a substantial, operating Group member other than the Parent or comparable position (e.g., head of a major operating division of a Group member); provided, however, the Committee may waive prospectively the


  
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requirement that an individual be a U.S. citizen or lawful permanent resident and, with respect to such an individual and to the extent otherwise consistent with Plan terms, may modify other
aspects of the Plan if, in the Committee’s sole discretion, such waiver or modification, or both, is appropriate under the circumstances and given tax and other governmental regulatory provisions applicable to such individual and his or her
Employer Company. 
 (18) “Employer Company” is the Group member which employs a Participant as of the date the Participant
has a Separation from Service or otherwise terminates all Group employment due to death or Disability. 
 (19) “ERISA” is
the Employee Retirement Income Security Act of 1974, as amended. Any reference to a specific provision of ERISA shall be deemed to include any successor provision thereto and the regulations promulgated thereunder. 

(20) “Final Average Compensation” is the average Compensation determined by averaging Compensation in those five
(5) consecutive calendar years out of the last ten (10) consecutive calendar years, ending with the calendar year which ends coincident with or immediately preceding the date the Participant has a Separation from Service or otherwise
ceases to be an Eligible Employee, whichever occurs first, for which the average Compensation is the highest. For this purpose, service with Pentair, Inc. and its affiliates prior to the Effective Date shall be treated as service under this Plan.

 Notwithstanding the immediately preceding paragraph, Final Average Compensation shall not be less than the average Compensation for the
sixty (60) months immediately preceding the date the Participant has a Separation from Service or otherwise ceases to be an Eligible Employee, whichever occurs first, determined as the sum of Compensation in the final calendar year of such
employment plus Compensation in each of the four (4) calendar years preceding the final calendar year of such employment plus a percentage of the Compensation for the entire fifth calendar year preceding the final calendar year of such
employment; such percentage shall be determined as twelve minus the number of full calendar months for which Compensation was payable in the final calendar year of such employment divided by the number of months for which Compensation was paid in
the fifth calendar year preceding the final calendar year of such employment. 
 If the Participant’s relevant Compensation history is
for less than the stated period of time (e.g., less than five (5) years; less than ten (10) years), then such actual period shall be substituted in determining Final Average Compensation (e.g., if the individual has six (6) years of
Compensation history, the high five (5) consecutive years within such six (6) years shall be used in determining the average; if the individual has three (3) years of Compensation history, all such Compensation shall be used in
determining the average). 
 (21) “Group” is the Company and, except as prescribed by the Administrator, each other
corporation or unincorporated business which is a member of a controlled group of corporations or a group of trades or businesses under common control (within the meaning of Code section 414(b) or (c)) which includes the Company, but with respect to
other business entities during only the periods of such common control with the Company. 

  
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 (22) “Hour of Service” is each hour which an individual is paid or entitled to
payment from a Group member for (i) the performance of duties as its employee and (ii) reasons related to such employment but other than for the performance of duties, such as vacation, illness, jury duty, military duty or leave of absence
other than (x) payments made or due under a plan maintained solely to comply with worker’s compensation, unemployment compensation, or disability insurance laws, or (y) payments made solely for reimbursement of medical or medically
related expenses; provided, however, no more than 501 Hours of Service shall be credited under clause (ii) immediately preceding for any single continuous period during which no duties as such an employee are performed. An individual shall not
receive duplicate Hour of Service credits for the same period of service or absence. Hours of Service credited to a Participant under the Prior Plan for the period from January 1, 2018 through the Effective Date shall be counted as Hours of
Service hereunder. 
 Regardless of the actual number of Hours of Service completed during a year, in determining whether 1,000 Hours of
Service have been completed during a calendar year an individual shall be credited with forty-five (45) Hours of Service for each calendar week the individual is otherwise credited with an Hour of Service pursuant to the immediately preceding
paragraph. 
 (23) “KEESA” is the Key Executive Employment and Severance Agreement, if any, in effect for the Participant.

 (24) “Monthly Installment” is a monthly payment, commencing as of the Participant’s Benefit Commencement Date,
payable for one hundred eighty (180) consecutive months, and shall be determined by dividing the Participant’s Pension Amount by the Conversion Factor, with such monthly payment rounded to the nearest whole dollar amount. 

(25) “Parent” is nVent Electric plc, an Irish company, or any successor thereto. 

(26) “Participant” is an employee of a Group Member who was a Participant in the Prior Plan immediately prior to the
Effective Date. Such an individual remain a Participant, except as provided in Section 3, until the first to occur of his or her death, Disability, or Separation from Service; provided, however, if the individual has a non-forfeitable right to a Retirement Benefit as of the date he or she incurs such an event (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced
as to such individual), then absent death the individual shall remain a Participant until the individual has received his or her entire Retirement Benefit or the Retirement Benefit has been forfeited as provided for in Section 6(b). 

(27) “Participation Date” is a Participant’s “Participation Date” as provided under the Prior Plan. 

(28) “Pension Amount” is an amount equal to the Participant’s Final Average Compensation multiplied by fifteen percent
(15%) multiplied by the Participant’s Benefit Service, with such amount then multiplied by the Adjustment Factor if the Participant Separates from Service and survives to his or her Benefit Commencement Date. 

  
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 (29) “Plan” is the retirement plan herein described. When this term is modified
by or with reference to a certain date (e.g., Plan as in effect before year XXXX), it shall refer to the Plan as described in the Plan document in effect for the period referenced. 

(30) “Prior Plan” is the Pentair, Inc. Supplemental Executive Retirement Plan, as in effect immediately prior to the
Effective Date. 
 (31) “Retirement Benefit” is the monthly retirement benefit payable under the Plan as the Monthly
Installment. 
 (32) “Spouse” is an individual whose marriage to a Participant is recognized under the laws of the United
States (or any one of the states) and who is considered the Participant’s spouse by the Internal Revenue Service for purposes of the Code. 

(33) “Separates from Service” or “Separation from Service” is the termination of employment as an employee,
from all business entities that comprise the Group, for reasons other than death or Disability. A Participant will be deemed to have incurred a Separation from Service when the level of bona fide services performed by the Participant for the Group
permanently decreases to a level equal to twenty percent (20%) or less of the average level of services performed by the Participant for the Group during the immediately preceding thirty-six (36) month
period (or such lesser period of service). Notwithstanding the foregoing, a Participant on a bona fide leave of absence from the Group shall be considered to have incurred a Separation from Service no later than the six (6) month anniversary of
the absence (or twenty-nine (29) months in the event of an absence due to a 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 six
(6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position or a substantially similar position) or the end of such longer period during which the individual has the right by law or
agreement to return to employment upon the expiration of the leave. Notwithstanding the foregoing, if following the Participant’s termination of employment from the Group the Participant becomes a
non-employee director or becomes or remains a consultant to the Group, then the date of the Participant’s Separation from Service may be delayed until the Participant ceases to provide services in such
capacity to the extent required by Code section 409A. 
 (34) “Year of Service” is a calendar year in which an individual
completes 1,000 Hours of Service. “Year of Service” includes any Years of Service credited for Participants under the Prior Plan immediately prior to the Effective Date. 

Section 3. Participation, Vesting and Benefit Service, and Rules Governing the Crediting of Service, Disability and the
Determination of Compensation and Final Average Compensation. 
 (a) Participation. 

(1) General. The primary purpose of the Plan is to provide supplemental retirement benefits to Participants, including benefits accrued
for such individuals under the Prior Plan as of the Effective Date. It is intended that such employees constitute a select group of management or highly paid employees, within the meaning of ERISA section 201(2), of the Group. 

  
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 Because the Plan is described in ERISA section 201(2), and other ERISA provisions corresponding
thereto, certain provisions of ERISA do not apply to it and the benefits earned thereunder, including the provisions of Parts 2, 3, and 4 of Title I of ERISA relating to participation and vesting, funding, and fiduciary responsibilities,
respectively. In addition, the Plan is not a tax-qualified plan under the Code, and thus the Plan and benefits paid hereunder are not subject to certain rules which apply to benefits payable under such
qualified plans including the annual compensation and benefit limits under Code sections 401(a)(17) and 415, respectively, and the manner in which a Participant’s or Beneficiary’s Plan benefits are subject to income tax. 

(2) Participants. The Participants and their Participation and Benefit Service Dates are listed on Schedule 1. 

(b) Vesting. 
 (1)
General. Except as otherwise expressly provided herein, all benefits otherwise payable under the Plan to or with respect to a Participant shall be forfeited if the Participant has a Separation from Service before completing five
(5) Years of Service. 
 (2) Death or Disability. A Participant who dies or becomes Disabled while employed by a Group member
shall be fully vested in his or her Retirement Benefit. 
 (3) Automatic Acceleration of Vesting. If a Participant has a Covered
Termination under his or her KEESA, then immediately before such termination the Participant shall be considered fully vested in his or her Retirement Benefit. 

(4) Other Forfeiture. Notwithstanding the foregoing provisions of this Section 3(b), except as otherwise provided under the Plan,
all benefits otherwise payable under the Plan to or with respect to a Participant or former Participant shall be subject to forfeiture to the extent provided in Section 6(b). 

(c) Benefit Service. (1) Benefit Service Date. The Benefit Service Date of each Participant shall be the date listed on Schedule
1 for such individual and such date may precede the individual’s Participation Date. 
 (2) Benefit Service. An individual who
ceases to be a Participant by reason of death while an Eligible Employee shall be considered to have completed a Year of Service in the year of death for purposes of determining the Benefit Service earned by such individual, regardless of the actual
Hours of Service credited for such year. 
 (3) Benefit Service Upon a Covered Termination. If a Participant incurs a Covered
Termination, then immediately before such termination the Participant shall be credited with additional Years of Service for determining Benefit Service equal to the lesser of (i) three (3) and (ii) the greater of (x) seven (7) minus
the Benefit Service credited to such Participant under the Plan, determined without regard to this Section 3(c)(3), as of the first day of the Plan Year beginning immediately after such termination and (y) zero (0). The Benefit Service
provided for by this Section 3(c)(3) shall be in addition to a Participant’s Benefit Service under the Plan determined without regard to this Section 3(c)(3). 

  
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 (d) Service Credits. 

(1) General. Subject to other Plan provisions, a Participant’s Years of Service shall be based upon the completion of 1,000 Hours
of Service during a calendar year. 
 (2) No Vesting Service Before Participation Date. No Year of Service completed before the
calendar year which includes an individual’s Participation Date shall be considered for purposes of applying Section 3(b)(1). 

(3) Non-Duplication of Service Credit. In no event shall a Participant be credited for more
than one (1) Year of Service with respect to any one (1) calendar year. In the event service credit for a period must be provided under the Plan by reason of applicable law (e.g., USERRA) and such credit duplicates service credit otherwise
provided under the Plan, then the service crediting provision which is most beneficial to the Participant under the circumstances shall be applied but without duplication of service credit for the same period. 

(4) Leaves of Absence. In the sole discretion of the Committee, a Participant may be granted service credit for a period of absence
from active employment due to illness, personal circumstances, or such other events as the Committee may authorize under the circumstances and in such amount, manner or type of service credit as the Committee deems appropriate under the
circumstances, but in no event shall such service credit duplicate any such credit otherwise provided under the Plan for the same period or extend beyond the date the Participant Separates from Service. 

(5) Break in Service. Except as determined in the discretion of the Committee, if a Participant Separates from Service before he or she
has a nonforfeitable right to a Retirement Benefit by reason of Section 3(b)(1) and thereafter returns to employment as an Eligible Employee, all service credits earned prior to such termination shall be ignored and the individual’s
service credits shall be determined as if he or she had not been previously employed by any Group member. 
 (6) Transfer. If an
individual becomes a Participant and subsequently, and without a Separation from Service, is employed with a Group member as other than an Eligible Employee, then upon the occurrence of such event the individual shall cease all active participation
under the Plan (e.g., he or she will no longer accrue benefits under the Plan). Such an individual shall continue to be covered by the Plan with respect to determining his or her vesting rights and for purposes of applying Plan provisions related to
the payment of nonforfeitable benefits. 
 (e) Disability. 

(1) General. This Section describes a special service credit and other rules which apply to a Participant who becomes Disabled before
age sixty-five (65) and while he or she is an Eligible Employee (i.e., a “Disabled Participant”). In no event shall a Participant be considered Disabled until and unless he or she supplies all information and takes all acts (e.g.,
submits to medical examinations) reasonably requested by the Administrator to establish the fact of his or her Disability. 

  
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 (2) Credit for Benefit Service. A Disabled Participant shall receive credit for Benefit
Service during the Disability period. This service credit shall be determined, without duplication of other service credit provided under the Plan for the same period, based upon the complete whole years (with fractional years being rounded to the
nearest whole year) which elapse during the Disability period. The Disability period shall begin on the date of Disability as determined by the Administrator, taking into account any applicable waiting period (e.g., end of short-term disability
period) prescribed by the Administrator for this purpose, and shall end on the earliest of (i) the date the Participant is no longer Disabled or is considered not to be Disabled, (ii) the date the Disabled Participant attains age
sixty-five (65), and (iii) the date of the Participant’s death. 
 (3) Final Average Compensation. A Participant’s
Final Average Compensation, determined as of the beginning of the Disability period, shall not change during the Disability period. If a Disabled Participant recovers from the Disability before attaining age sixty-five (65) and returns to
employment as an Eligible Employee, Final Average Compensation shall be determined as otherwise provided under the Plan and by assuming the Participant’s Compensation during the Disability period was equal to the Participant’s Final
Average Compensation as of the beginning of the Disability period. 
 (4) Payment of Disability Benefit. A Disabled Participant shall
be entitled to a Retirement Benefit commencing as of the first day of the calendar month next following the Participant’s attainment of age sixty-five (65), even if such individual recovers from such Disability prior to such date. 

(5) Death During the Disability Period. If a Disabled Participant dies during the Disability period or the Disability Period ends by
reason of attainment of age sixty-five (65) and the Disabled Participant dies before benefits commence, a death benefit shall be paid after such Disabled Participant’s death to the extent provided in Section 4. 

(6) Proof of Disability. The Administrator shall determine whether and when a Participant is Disabled and may adopt such rules and
procedures as it deems appropriate for this purpose. Once a Participant is determined to be Disabled, the Administrator may require the Participant to verify that he or she remains Disabled, and such verification may include requiring the
Participant to submit to one or more medical examinations. If a Participant fails to supply information or take action as requested by the Administrator in order to determine whether the Participant is or remains Disabled, the Participant shall not
be considered Disabled or shall be considered to have recovered from the Disability, as the case may be, except that in no event shall benefits commence prior to the Participant’s age sixty-five (65). 

  
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 (f) Compensation. 

(1) General. Compensation, and thereby Final Average Compensation, shall be determined solely with respect to such remuneration earned
from and after a Participant’s Benefit Service Date and during the period of employment as an Eligible Employee (including periods of employment as an Eligible Employee under the Prior Plan). Subject to the provisions of Section 3(d)(6),
in the event a Participant is employed with a Group member after ceasing to be an Eligible Employee, the Administrator shall determine the Compensation allocable to periods of such employment in each capacity in such manner as it deems reasonable in
its sole discretion under the circumstances (e.g., allocation of incentive bonuses for the year in which an individual ceases to be an Eligible Employee). 

(2) Determination. The amount of Compensation, and thereby Final Average Compensation, shall be as determined from the books and
records of the employing Group member (or, if applicable for an Effective Date Participant, the books and records of Pentair, Inc.) and shall be determined on the basis of when the Compensation is paid to the Participant; provided, however, items of
Compensation or portions thereof may be determined on the basis of when the item is earned (in which case the item or portion shall not be again counted as an item or portion of Compensation when paid) by the Participant if and to the extent the
Administrator determines such treatment is appropriate under the circumstances (e.g., including incentive bonuses earned during the final year of employment as Compensation before such bonus is actually paid; including an amount deferred at the
election of the Participant as Compensation when it otherwise would have been paid but for such election). 
 Section 4. Payments
in the Event of Death Before the Benefit Commencement Date. 
 (a) General. This Section describes the pre-retirement death benefit payable under the Plan to a Beneficiary under circumstances where an individual, who was a Participant immediately before his or her death, dies before the Benefit Commencement Date.

 (b) Vested Participant. No death benefit shall be payable pursuant to this Section 4 unless the deceased former Participant
had a non-forfeitable interest in his or her Retirement Benefit (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual)
as of the date of death or as a consequence of such death (e.g., death while in service with a Group member); provided, however, such a Participant who otherwise had such a non-forfeitable interest shall not
be considered to have had such an interest if he or she is subsequently determined to have forfeited such benefit as provided for in Section 6(b), even if such action or determination is made after such Participant’s death. 

(c) Amount and Timing of Benefit Payment. 

(1) General. Except as otherwise provided herein, the benefit payable to the Beneficiary shall be determined by multiplying the
Participant’s Pension Amount, determined as of the end of the month which includes the date of death and as if the Participant had not died, by the appropriate factor from Table 1 to reflect the period, if any, beginning on the first day of the
calendar month next following the calendar month in which the Participant died and ending on the later of the first day of the third calendar month next following the calendar month of such Participant’s death and the first day of the calendar
month immediately following the calendar month in which such Participant, had he or she survived, would have attained age fifty-five (55). 

  
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 (2) Lump Sum. The death benefit provided under this Section 4 shall be paid to the
Beneficiary in a lump sum within ninety (90) days following the date of the Participant’s death. 
 (d) Beneficiary. The
identity of the Beneficiary and the rules with respect to the payment of benefits to such Beneficiary shall be as provided in Section 5. 

Section 5. Payment of Retirement Benefits. 

(a) General. The Participant shall be responsible for providing such information as the Administrator deems appropriate or useful for
processing the payment of the Retirement Benefit. Unless and only to the extent there is a good faith dispute over the right to the Retirement Benefit or the amount due (and reasonable corresponding efforts to resolve same), the Retirement Benefit
shall be paid commencing as of the Benefit Commencement Date based on the information reasonably available to the Administrator. If there is a delay in the actual commencement of the Retirement Benefit past the Benefit Commencement Date, the Benefit
Commencement Date shall not change and the Participant shall be entitled to receive those benefits which would have been paid on or after such date, but for the delay, but without interest thereon. 

(b) Lump Sum. Notwithstanding anything herein to the contrary, the Retirement Benefit shall be paid to the Participant in a lump sum on
the Benefit Commencement Date if the Pension Amount payable hereunder is $150,000 or less as of the Benefit Commencement Date. 
 (c) Re-Employment after Commencement of Benefits. 
 (1) General. If a Participant has commenced
receiving a Retirement Benefit and subsequent to such commencement again becomes an employee of a Group member, then payment of such benefit shall not cease during the period of re-employment by reason of such
re-employment. 
 (2) Additional Benefit. In the event the Participant so returns to
employment as an Eligible Employee, the Retirement Benefit and Section 4 death benefit payable, if any, for the period of such re-employment shall be determined and paid as if the Participant had no prior
service with a Group member except all of such a Participant’s Years of Service, whether earned before or after such re-employment, shall be aggregated for purposes of applying Section 3(b)(1). 

(d) Death Before End of 180 Month Period. 

(1) Death After the Benefit Commencement Date. If a Participant to whom the Retirement Benefit is being paid dies after the Benefit
Commencement Date and before the end of the one hundred eighty (180) month period over which such benefit is payable, the monthly benefit for the balance of such period shall continue to be paid to such Participant’s Beneficiary. 

(2) Others. The benefit payable after the death of any former Participant not described in paragraph (1) immediately preceding
shall be determined under Section 4. 

  
 10 








 (e) Beneficiary. 

(1) General. Except as otherwise limited by paragraph (2) immediately following, a Participant may at any time and without the
consent of any other person designate a Beneficiary, or change any such prior designation, entitled to receive any Plan benefits payable after the Participant’s death. No such purported designation shall be effective unless it is made in such
form and manner as prescribed by the Administrator. No person shall be recognized as a Beneficiary unless and until such person provides such information or certifications as required under the circumstances by the Administrator. If there is a delay
in the payment of the death benefit to the Beneficiary past the date otherwise provided under the Plan (e.g., there is a delay in determining the person entitled to receive such benefits), the Beneficiary shall be entitled to receive the benefit
which would have been paid to such Beneficiary on or after such date, but for the delay, but without interest thereon. The last Beneficiary designation made by a Participant under the Prior Plan prior to the Effective Date, if any, shall
automatically apply under this Plan on the Effective Date. 
 (2) Married Participants. The sole primary Beneficiary of (i) a
Participant or former Participant who has a Spouse as of such Participant’s Benefit Commencement Date or (ii) a former Participant with respect to whom a benefit is payable under Section 4, and who is survived by a Spouse, shall be
such Spouse. In the event such Spouse (x) waives the right to be the sole primary beneficiary of the Participant in such form and manner as prescribed by the Administrator, (y) does not survive such Participant under the circumstances
described in clause (i) immediately preceding or (z) does not survive the one hundred eighty (180) month term certain period over which such benefits are payable, such Participant’s Beneficiary with respect to any benefits
payable after such Participant’s death shall be determined as otherwise provided in this Section 5(e) without regard to this paragraph (2). 

(3) Default Takers. If a Participant or former Participant fails to make a valid beneficiary designation, makes such a designation but
is not survived by any of the persons named as a primary or contingent beneficiary, makes such a designation but the beneficiary named does not survive the period over which the benefits are paid and no other designated beneficiary is then entitled
to the share of such deceased beneficiary, or makes such a designation but such designation does not effectively dispose of all benefits payable after such Participant’s death, then, and to the extent such benefits are payable after such
Participant’s death, all such benefits shall be paid to the executor or personal representative of such Participant’s estate or, if there is no such person, then in accordance with the laws of intestate succession of the jurisdiction in
which such Participant was domiciled as of the date of death. 
 (f) Non-Alienation. Except
as otherwise provided under the Plan or as required under applicable law, unless otherwise determined by the Administrator, no right or benefit under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void, and no such right or benefit shall be in any manner liable for or subject to the debts, contracts,
liabilities, engagements, or torts of any person entitled to such right or benefit, and no such right or benefit shall be subject to garnishment, attachment, execution, or levy of any kind. 

  
 11 








 (g) Miscellaneous. 

(1) Payment on Behalf of Incompetent Participants or Beneficiaries. If the Administrator shall determine a Participant or Beneficiary
entitled to a distribution hereunder is incapable of caring for his or her own affairs because of illness or otherwise, it may direct that any Plan benefit payments be made in such shares as it shall determine, to the
attorney-in-fact, Spouse, child, parent or other blood relative of such Participant or Beneficiary, or any of them, or to such other person or persons as the
Administrator may determine, until such date as it shall determine such incapacity no longer exists; provided, however, the exercise of this discretion shall not cause an acceleration or delay in the time of payment of Plan benefits except to the
extent, and only for the duration of, the time reasonably necessary to resolve such matters or otherwise protect the interests of the Plan and the Company. The Administrator shall be under no obligation to see to the proper application of the
payments so made to such person or persons and any such payment shall be a complete discharge of any liability under the Plan to such Participant or Beneficiary, to the extent of such distribution. 

(2) Mailing and Lapse of Payments. All payments under the Plan shall be delivered in person or mailed to the last address supplied to
the Administrator by the Participant or Beneficiary, as the case may be. If after reasonable inquiry the Administrator cannot locate the person entitled to the Plan benefits, then payment of such benefits shall be suspended. If such person is
thereafter located, however, then such suspension shall immediately cease and the person shall be entitled to receive all benefits he or she would otherwise have been entitled to receive under the Plan but for such suspension, but without interest
thereon. 
 (3) Overpayment. If the benefits paid to any person exceed the benefits to which the person was actually entitled, then
to the extent of such excess, and as and when payable, future benefits shall be reduced in such manner as the Administrator deems appropriate or, if such reduction is not possible, the Administrator may undertake such actions as it deems reasonable
to recover the excess. 
 (4) Address and TIN. Each Participant or Beneficiary shall be responsible for furnishing the Administrator
with his or her correct current address and taxpayer identification number. 
 (5) Requirement of Releases. If in the opinion of the
Administrator, any present or former Spouse or dependent of a Participant or other person shall by reason of the law of any jurisdiction appear to have any bona fide interest in Plan benefits that may become payable to a Participant or with respect
to a deceased Participant, or otherwise has asserted such a claim, the Administrator may direct such benefits be withheld pending receipt of such written releases as it deems necessary to prevent or avoid any conflict or multiplicity of claims with
respect to the payment of such benefits, but only to the extent and for the duration reasonably necessary to resolve such matters or otherwise protect the interests of the Plan and the Company. 

  
 12 








 Section 6. Confidentiality, Covenants Not to Compete, and
Non-Solicitation. 
 (a) General. Each Participant acknowledges that as a key executive
of the Company or other Group member he or she has become familiar and will continue to be familiar with the trade secrets, know-how, executive personnel, strategies, other confidential information and data of
the Group and its members. Each Participant further acknowledges that the financial security of the Group and the Parent’s shareholders depends in large part on the efforts of executives like the Participant, and that a basic premise for the
Plan is to compensate such individuals for their efforts in causing the Group to grow and prosper, thereby helping to insure the Group’s financial future for years well beyond the individual’s period of service. Therefore, in consideration
of the extension of the Plan to a Participant, he or she agrees that (i) after Separation from Service or other cessation of employment with all Group members he or she shall not (directly or indirectly), without the Company’s prior
written consent, use or disclose to any other person any confidential information or data concerning the Company or other Group members (including the Parent) or former Group members, and (ii) for a period of three (3) years from such
separation or cessation he or she shall not (directly or indirectly) and without the Company’s prior written consent: 
  

	 	(1)	own, manage, control, participate in, consult with or render services of any kind for any concern which engages in a business which is competitive with any business being conducted, or contemplated being conducted, by
the Group as of the date of such separation or cessation; 

  

	 	(2)	become an employee or agent of any publicly traded corporation or other entity, or any division or subsidiary of such a corporation or entity, where more than 5% of such organization’s business is in competition
with any business being conducted, or contemplated being conducted, by the Group as of the date of Separation from Service or other cessation of employment, unless the annual sales of such organization do not exceed $40 million;


  

	 	(3)	participate in any plan or attempt to acquire the business or assets of the Group or control of the voting stock of any member thereof, or in any manner interfere with the control of the Company or the Parent, whether
by friendly or unfriendly means; or 

  

	 	(4)	induce or attempt to induce any individual to leave the employ of the Company or other Group member or hire any such individual who approaches him or her for employment. 


If at the time of enforcement of the terms of this Section 6, a court shall hold that the duration, scope or area of restriction stated herein are
unreasonable under the circumstances then existing, the Eligible Employee agrees that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area. 

(b) Forfeiture and Other Remedies. Upon any breach of the covenants described in this Section, all benefits then due under the Plan
(and all benefits which otherwise would be due under the Plan in the future) to the Participant or his or her beneficiaries shall be forfeited. The covenants described in this Section run in favor of and shall be enforceable by the Company, the
Parent or their respective assigns. The Company or the Parent shall be entitled to all legal and equitable remedies to prevent, cure and compensate for a breach of the covenants described herein, without posting of bond, and all such remedies shall
be in addition to such forfeiture. By 

  
 13 








 
accepting coverage under the Plan, each Participant acknowledges and agrees that his or her breach of the covenants described in this Section 6 will result in irreparable harm to the Company
or the Parent. Therefore, to remedy or prevent such a breach the Company or the Parent shall be entitled to enjoin the Participant from taking or failing to take such actions as will or which may be reasonably considered to cause such a breach,
including an injunction to prevent the Participant from breaching the terms of this Section 6. 
 Section 7. Funding and
Payment of Benefits. 
 (a) General. The Plan is an unfunded deferred compensation arrangement. No Group member shall
establish or is required to establish any trust to fund benefits provided under the Plan, and no such member shall establish or is required to establish any type of earmarking or segregation of its assets to provide for such benefits. In the event
of default of a Group member’s obligations hereunder, each Participant and his or her beneficiaries shall have no greater entitlements or security than does a general creditor of the Group member. 

(b) Employer Company. Except as otherwise expressly provided herein, the Employer Company shall pay or provide for the payment of
benefits hereunder. If the Employer Company does not timely pay such benefits, then the sole recourse of the claimant Participant or Beneficiary is against such Employer Company and no other member of the Group shall be responsible to pay or provide
for the payment of such benefits or be liable for the nonpayment thereof. 
 (c) Participation by Other Group Members. A member of
the Group may join in this Plan by adopting a written resolution of its board of directors, and delivering such resolution to the Administrator. Any Group member, other than the Company, may end its participation under the Plan by a written
resolution of its board of directors delivered to the Committee, provided, however, that no such resolution ending participation shall be effective until thirty (30) days after it is received by the Administrator. By agreeing to join in the
Plan, each Group member agrees to pay or provide for the payment of benefits hereunder to those Participants and their beneficiaries with respect to whom such member is the Employer Company. No such member, other than the Company, shall have any
power or authority to terminate, amend, administer, modify, or interpret the Plan, all such powers being reserved to the Administrator and the Committee. 

Section 8. Default. Should the Employer Company fail to pay when due any benefit under the Plan to or with respect to a
Participant or Beneficiary and such failure to pay continues for a period of sixty (60) days from receipt of a written notice of nonpayment from the affected Participant or Beneficiary, the Employer Company shall be in default hereunder and
shall pay to the Participant or Beneficiary the benefits past due and, by the end of the year next following the year incurred, the reasonable costs of collection of any such amount, including reasonable attorney’s fees and costs, so long as
such costs are submitted by or on behalf of the Participant or Beneficiary to reasonably allow that timely reimbursement; provided, however, if the Administrator in good faith disputes the amount of such benefit due or whether a person is entitled
to such a benefit, then to the extent and duration of such a dispute the Employer Company shall not be considered in default hereunder; provided further, however, upon a Change in Control a Participant for whom and while a Covered Termination may
occur, shall be entitled to payment or reimbursement of such costs of collection as provided under Section 13(l). 

  
 14 








 Section 9. Administration of the Plan. 

(a) General. The Company, through its designated officers and agents, shall be the Administrator and thereby handle the day-to-day administration of the Plan and such other administrative duties as are allocated to the Administrator under the Plan. All such administrative duties and powers
shall be performed by and rest in the Company’s chief human resources officer (or persons designated by such individual). Except as otherwise provided under the Plan, the Administrator shall: 

 

	 	(1)	determine the rights and benefits of individuals and other persons under the Plan; 

  

	 	(2)	interpret, construe, and apply the provisions of the Plan; 

  

	 	(3)	process and direct the payment of Plan benefits; 

  

	 	(4)	adopt such forms as it deems appropriate or desirable to administer the Plan and pay benefits thereunder; and 

  

	 	(5)	adopt such rules and procedures as it deems appropriate or desirable to administer the Plan. 


(b) Committee. The Committee shall exercise such powers as are allocated to it under the Plan and shall be empowered to direct other
persons as to Plan administration, and its directions shall be followed to the extent consistent with the powers delegated to the Committee and not otherwise contrary to the provisions of the Plan. 

(c) Discretion. In exercising their powers and duties under this Section, and their other powers and duties granted under the Plan, the
Committee and the Administrator and each member or delegate thereof is granted such discretion as is appropriate or necessary to carry out such duties and powers. This discretion necessarily follows from the fact that the Plan does not, and is not
intended to, prescribe all rules necessary to administer the Plan or anticipate all circumstances or events which may arise in the course of such administration. 

(d) Indemnity. No member of the Committee or person acting on behalf of the Administrator shall be subject to any liability with
respect to the performance of his or her duties under the Plan or a related document unless he or she acts fraudulently or in bad faith. The Company shall indemnify and hold harmless the members of the Committee and the Company’s officers and
employees, and the officers and employees of another Group member, from any liability with respect to the performance of their duties under the Plan, unless such duties were performed fraudulently or in bad faith. Such indemnification shall cover
any and all reasonable attorneys’ fees and expenses, judgments, fines and amounts paid in settlement, but only to the extent such amounts are actually and reasonably incurred, not otherwise paid or reimbursable under an applicable employer paid
insurance policy, and not duplicative of other payments made or reimbursements due by the Company or its affiliates under other indemnity agreements. 

  
 15 








 (e) Code Section 409A. The Plan shall be administered, and the
Administrator and the Committee shall exercise their discretionary authority under the Plan, in a manner consistent with Code section 409A and Treasury Regulations and other applicable guidance thereunder. Any permissible discretion to accelerate or
defer a Plan payment under such Regulations, the power which to exercise is not otherwise described expressly in the Plan, shall be exercised by the Committee. Any other discretion with respect to, or which directly or indirectly impact, the
application of Code section 409A, the exercise of which is not expressly lodged in the Committee, shall be exercised by the Administrator. In the event the matter over which such discretion may be exercised relates to a Committee member or a
delegate of the Administrator, or such member or delegate is otherwise unable to freely exercise such discretion, such member or delegate shall not take part in the deliberations and decisions regarding that matter. 

(f) Use of Professional Services. The Administrator and the Committee may obtain the services of such attorneys, accountants, record
keepers or other persons as it deems appropriate, any of whom may be the same persons who are providing services to the Company or other Group member. In any case in which the Administrator and the Committee utilizes such services, it shall retain
exclusive discretionary authority and control over the administration and operation of the Plan. 
 (g) Communications. Requests,
claims, appeals, and other communications related to the Plan shall be in writing and shall be made by transmitting the same via the U.S. Mail to the Company’s chief human resources officers, at the Company’s corporate headquarters
address. 
 Section 10. Effect of KEESA. If a Participant incurs a Covered Termination, then as or with respect to that
Participant: 
  

	 	(i)	notwithstanding the provisions of Section 6, the scope or duration (or both) of such Participant’s covenants under Section 6 shall be no greater or longer than similar covenants provided for in such
Participant’s KEESA and, to the extent there are no such similar covenants in such Participant’s KEESA, then Section 6 shall be void and of no force and effect; and 


 

	 	(ii)	in the case of any conflict between the terms and provisions of this Plan and the terms and provisions of such Participant’s KEESA, the terms of such Participant’s KEESA shall control to the extent more
beneficial to such Participant, and the obligations of the Company under such KEESA shall be in addition to any of its obligations under the Plan. 


Section 11. Amendment or Termination. 

(a) General. This Plan may be terminated or amended, in whole or in part, at any time by written resolution of the Board of Directors
of the Company. Any such action may apply to the Plan as a whole, or any individual Participant or group of Participants. Except as provided in Section 11(b) and (c), any such action may reduce or eliminate (retroactively or prospectively, or
both) any benefits under the Plan that otherwise would be payable but for such action. 

  
 16 








 (b) Limitation on Power to Amend or Terminate. (1) Vested Participants. As to any
Participant who has earned a non-forfeitable Retirement Benefit (determined without regard to Section 6) before the date the Plan is amended or terminated (or, if later, before the date such action is
effective), no such amendment or termination shall (without the specific written consent of the Participant): 
  

	 	(i)	reduce the Retirement Benefit earned by the Participant; 

  

	 	(ii)	reduce the amount of Retirement Benefit then being paid to a Participant; or 

  

	 	(iii)	terminate, amend, or otherwise change the liability of the Company, Employer Company, or other person to pay or provide for the payment of Retirement Benefits protected under clauses (i) and (ii) immediately
preceding. 

 (2) Beneficiaries. As to any former Participant who has died before the date the Plan is amended or
terminated (or, if later, before the date such action is effective), no such amendment or termination shall (without the specific written consent of such Participant’s Beneficiary): 

 

	 	(i)	reduce the amount of Plan benefits to which such Beneficiary is entitled or change the form in which benefits are payable; or 

  

	 	(ii)	terminate, amend, or otherwise change the liability of the Company, Employer Company, or other person to pay or provide for the payment of benefits protected under clause (i) immediately preceding.


 (c) Change in Control. In addition to the limitations described in Section 11(b), upon a Change in Control and
with respect to a Participant for whom a Covered Termination has or may occur, then without the specific written consent of the Participant (or Beneficiary in the event of the Participant’s death), the Plan as in existence immediately prior to
the Change in Control may not be (directly or indirectly) terminated, amended, or otherwise changed in any substantive respect during the three year period beginning with the date of the Change in Control, but only with respect to such individual.
The prohibition herein described shall apply to any action which affects or is intended to affect the terms and provisions of the Plan as then in effect during such three year period, regardless of when made or effective. 

(d) Continuation of Plan Provisions. To the extent that any Plan benefits, and rights and obligations allocable thereto, are protected
under Section 11(b) and (c), then as to the persons described in Section 11(b) and (c) the Plan shall continue in force and effect, as if no such amendment or termination had occurred, until such benefits are fully paid or fully
provided for to such persons. 
 Section 12. Claims. 

(a) Filing Claims. A Participant or Beneficiary (or a person who in good faith believes he or she is a Participant or Beneficiary,
i.e., a “claimant”) who believes he or she has been wrongly denied benefits under the Plan may file a written claim for benefits with the Administrator. Although no particular form of written claim is required, no such claim shall be
considered unless it provides a reasonably coherent explanation of the claimant’s position. 

  
 17 








 (b) Decision on Claim. The Administrator shall in writing approve or deny the claim within
sixty (60) days of receipt, provided that such sixty (60) day period may be extended for reasonable cause by notifying the claimant. If the claim is denied, in whole or in part, the Administrator shall provide notice in writing to the
claimant, setting forth the following: 
  

	 	(1)	the specific reason or reasons for the denial; 

  

	 	(2)	a specific reference to the pertinent Plan provisions on which the denial is based; 

  

	 	(3)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material is necessary; and 


 

	 	(4)	the steps to be taken if the claimant wishes to appeal the decision to the Committee. 

 (c)
Appeal of Denied Claim. (1) Filing Appeals. A claimant whose claim has been denied in whole or in part may appeal such denial to the Committee by filing a written appeal with the Administrator within sixty (60) days of the date of
the denial. A decision of the Administrator which is not appealed within the time herein provided shall be final and conclusive as to any matter which was presented to the Administrator. 

(2) Rights on Appeal. A claimant (or a claimant’s duly authorized representative) who appeals the Administrator’s decision
shall, for the purpose of preparing such appeal, have the right to review any pertinent Plan documents, and submit issues and comments in writing to the Committee. 

(d) Decision by Appeals Committee. The Committee shall make a final and full review of any properly appealed decision of the
Administrator within sixty (60) days after receipt of the appeal, provided that such period may be extended for reasonable cause by notifying the claimant. The Committee’s decision shall be in writing and shall include specific reasons for
its decisions and specific references to the pertinent Plan provisions on which its decision is based. 
 Section 13.
Miscellaneous. 
 (a) Employer’s Rights. The right of a Group member to discipline or discharge
employees or to exercise rights related to the tenure of employment shall not be adversely affected in any manner by reason of the existence of the Plan or any action hereunder. 

(b) Interpretation. Section and subsection headings are for convenient reference only and shall not be deemed to be part of the
substance of this instrument or in any way to enlarge or limit the contents of any Section or subsection. Masculine gender shall include the feminine, and vice versa, and singular shall include the plural, and vice versa, unless the context clearly
requires otherwise. 
 (c) Withholding of Taxes. All benefits earned under the Plan or the payment of such benefits, as the case may
be, shall be subject to withholding for federal, state, local and other taxes as required by law. If and to the extent any such withholding is required before such benefits are paid to the Participant or Beneficiary, such withholdings shall be made
from 

  
 18 








 
amounts otherwise payable to such person by a Group member (e.g., salary). If no such other amounts are available to satisfy such withholdings, the Company may reduce the Participant’s
Retirement Benefit by the amount needed to pay the Participant’s portion of such tax, plus, with respect to a distribution for FICA taxes, an amount equal to the withholding taxes due under federal, state or local law resulting from the payment
of such FICA tax, and an additional amount to pay the additional income tax at source on wages attributable to the pyramiding of the section 3401 wages and taxes, but no greater than the aggregate of the FICA amount and the income tax withholding
related to such FICA amount. 
 (d) Offset for Amounts Due. A Participant’s Retirement Benefit may be reduced by one or more
offsets to repay any amounts then due and owing by the Participant to a Group member, unless another means of repayment is agreed to by the Administrator. Except for the right to immediate offset by reduction of the vested Pension Amount for an
amount up to $5,000, or such higher amount as allowed in Treasury Regulations under Code section 409A or other applicable guidance, no such offset shall be made before an amount is scheduled to be paid to the Participant or Beneficiary and the
amount then offset shall not exceed the amount that would be then otherwise paid. 
 (e) Computational Errors. In the event
mathematical, accounting, actuarial or other errors are made in administration of the Plan, the Administrator may make equitable adjustments, which adjustments may be retroactive, to correct such errors. Such adjustments shall be conclusive and
binding on all Participants and Beneficiaries. 
 (f) Requirement of Proof. In discharging their duties and responsibilities under
the Plan, the Administrator and the Committee may require proof of any matter concerning this Plan, and no person shall acquire any rights or be entitled to receive any benefits under this Plan until such proof is furnished. 

(g) Tax Consequences. Neither the Company nor any other Group member represents or guarantees that any particular federal, foreign,
state or local income, payroll, or other tax consequence will result from participation in this Plan or payment of benefits under the Plan. 

(h) Communications. The Administrator shall prescribe the forms of communication, including forms for benefit application and the like,
with respect to the Plan as it deems appropriate. Any such communication and assent or consent thereto may be handled by electronic means. 

(i) Not Compensation Under Other Benefit Plans. No amounts paid or payable to a Participant under the Plan shall be deemed to be salary
or compensation for purposes of any other employee benefit plan of the Company or any other Group member except as and to the extent otherwise specifically provided in such other plan. 

(j) Choice of Law. To the extent not preempted by ERISA or any other federal statute, the construction and interpretation of the Plan
shall be governed by the laws of the State of Minnesota, without reference to conflict of law principles thereof. 

  
 19 








 (k) Savings Clause. Should any valid federal or state law or final determination of any
agency or court of competent jurisdiction affect any provision of this Plan, the Plan provisions not affected by such determination shall continue in full force and effect. 

(l) Change in Control. A Participant, with a KEESA in effect at the time of a Change in Control, shall be entitled to adjudicate any
dispute regarding his or her benefits or rights and entitlements under the Plan, after compliance to the extent necessary with the claim procedures under Section 12, in the forums and venues as provided in Section 22 of the KEESA, and
shall be entitled to payment or reimbursement of costs and expenses related to such adjudication as provided in Section 15 of the KEESA. 
  

 
 The
undersigned, by the authority of the Board of Directors of nVent Management Company, does hereby approve the form and content of this Plan document. 
  

							
	Dated:	 	 	 		 	 


  
 20 








 SCHEDULE 1 

Participant 
  

							
	 Name
	  	 Current Position
	  	 Participation
Date
	  	 Benefit
Service Date

	 Beth Wozniak
	  	Chief Executive Officer	  	9/14/15	  	9/14/15


  
 21 








 SCHEDULE 2 

 


	
	 Items Included

	Base salary or wages, including such salary or wages deferred at the election of an individual under the Pentair, Inc. Non-Qualified Deferred Compensation Plan
	
	401(k) plan before-tax and after-tax employee contributions
	
	Section 125 plan (flexible benefit plan) pre-tax employee contributions
	
	Employee Stock Purchase and Bonus Plan employer bonus contributions
	
	Management Incentive Plan (or successor plan) bonus, including such bonus deferred at the election of an individual under the Pentair, Inc. Non-Qualified Deferred Compensation Plan
	
	Holiday pay
	
	Sick leave pay
	
	Bereavement pay
	
	Jury duty pay
	
	Military pay
	
	Gain-sharing payments
	
	Profit-sharing payments
	
	Short-term disability benefits
	
	Perquisites





	
	 Items
Excluded

	Cash payments made and property or rights in property other than cash granted under or pursuant to the Omnibus Stock Incentive Plan or successor plan
	
	Special awards under the Management Incentive Plan or successor plan
	
	Severance pay
	
	Moving expense reimbursements
	
	Employee business expense reimbursements
	
	Tuition reimbursement
	
	Adoption assistance payments
	
	Computer hardware and software purchase reimbursements
	
	Special cash awards
	
	Foreign duty pay enhancements
	
	Except as expressly provided in the column immediately to the left, amounts contributed to (e.g., deferred salary) or received under or pursuant to non-qualified deferred compensation
arrangements including, but not limited to, the Pentair, Inc. Non-Qualified Deferred Compensation Plan
	
	Except as expressly provided in the column immediately to the left, all contributions (other than after-tax employee contributions) to and all benefits received under a tax-qualified
plan

 
 


  
 22 








 TABLE 1 
  

																																													
	 Deferral

Percent
(in months)
	  	Adjustment
Factor	 	  	Deferral
Percent
(in months)	 	  	Adjustment
Factor	 	  	Deferral
Percent
(in months)	 	  	Adjustment
Factor	 	  	Deferral
Percent
(in months)	 	  	Adjustment
Factor	 	  	Deferral
Percent
(in months)	 	  	Adjustment
Factor	 	  	Deferral
Percent
(in months)	 	  	Adjustment
Factor	 
	 0
	  	 	1.00000	 	  	 	60	 	  	 	1.40255	 	  	 	120	 	  	 	1.96715	 	  	 	180	 	  	 	2.75903	 	  	 	240	 	  	 	3.86968	 	  	 	300	 	  	 	5.42743	 
	 1
	  	 	1.00565	 	  	 	61	 	  	 	1.41048	 	  	 	121	 	  	 	1.97827	 	  	 	181	 	  	 	2.77463	 	  	 	241	 	  	 	3.89156	 	  	 	301	 	  	 	5.45812	 
	 2
	  	 	1.01134	 	  	 	62	 	  	 	1.41846	 	  	 	122	 	  	 	1.98946	 	  	 	182	 	  	 	2.79032	 	  	 	242	 	  	 	3.91357	 	  	 	302	 	  	 	5.48898	 
	 3
	  	 	1.01706	 	  	 	63	 	  	 	1.42648	 	  	 	123	 	  	 	2.00071	 	  	 	183	 	  	 	2.80610	 	  	 	243	 	  	 	3.93570	 	  	 	303	 	  	 	5.52002	 
	 4
	  	 	1.02281	 	  	 	64	 	  	 	1.43454	 	  	 	124	 	  	 	2.01202	 	  	 	184	 	  	 	2.82196	 	  	 	244	 	  	 	3.95795	 	  	 	304	 	  	 	5.55123	 
	 5
	  	 	1.02859	 	  	 	65	 	  	 	1.44265	 	  	 	125	 	  	 	2.02340	 	  	 	185	 	  	 	2.83792	 	  	 	245	 	  	 	3.98033	 	  	 	305	 	  	 	5.58262	 
	 6
	  	 	1.03441	 	  	 	66	 	  	 	1.45081	 	  	 	126	 	  	 	2.03484	 	  	 	186	 	  	 	2.85396	 	  	 	246	 	  	 	4.00283	 	  	 	306	 	  	 	5.61418	 
	 7
	  	 	1.04026	 	  	 	67	 	  	 	1.45901	 	  	 	127	 	  	 	2.04634	 	  	 	187	 	  	 	2.87010	 	  	 	247	 	  	 	4.02547	 	  	 	307	 	  	 	5.64592	 
	 8
	  	 	1.04614	 	  	 	68	 	  	 	1.46726	 	  	 	128	 	  	 	2.05791	 	  	 	188	 	  	 	2.88633	 	  	 	248	 	  	 	4.04823	 	  	 	308	 	  	 	5.67785	 
	 9
	  	 	1.05205	 	  	 	69	 	  	 	1.47556	 	  	 	129	 	  	 	2.06955	 	  	 	189	 	  	 	2.90265	 	  	 	249	 	  	 	4.07112	 	  	 	309	 	  	 	5.70995	 
	 10
	  	 	1.05800	 	  	 	70	 	  	 	1.48390	 	  	 	130	 	  	 	2.08125	 	  	 	190	 	  	 	2.91906	 	  	 	250	 	  	 	4.09413	 	  	 	310	 	  	 	5.74223	 
	 11
	  	 	1.06398	 	  	 	71	 	  	 	1.49229	 	  	 	131	 	  	 	2.09302	 	  	 	191	 	  	 	2.93557	 	  	 	251	 	  	 	4.11728	 	  	 	311	 	  	 	5.77470	 
	 12
	  	 	1.07000	 	  	 	72	 	  	 	1.50073	 	  	 	132	 	  	 	2.10485	 	  	 	192	 	  	 	2.95216	 	  	 	252	 	  	 	4.14056	 	  	 	312	 	  	 	5.80735	 
	 13
	  	 	1.07605	 	  	 	73	 	  	 	1.50922	 	  	 	133	 	  	 	2.11675	 	  	 	193	 	  	 	2.96886	 	  	 	253	 	  	 	4.16397	 	  	 	313	 	  	 	5.84019	 
	 14
	  	 	1.08213	 	  	 	74	 	  	 	1.51775	 	  	 	134	 	  	 	2.12872	 	  	 	194	 	  	 	2.98564	 	  	 	254	 	  	 	4.18752	 	  	 	314	 	  	 	5.87321	 
	 15
	  	 	1.08825	 	  	 	75	 	  	 	1.52633	 	  	 	135	 	  	 	2.14076	 	  	 	195	 	  	 	3.00252	 	  	 	255	 	  	 	4.21119	 	  	 	315	 	  	 	5.90642	 
	 16
	  	 	1.09441	 	  	 	76	 	  	 	1.53496	 	  	 	136	 	  	 	2.15286	 	  	 	196	 	  	 	3.01950	 	  	 	256	 	  	 	4.23500	 	  	 	316	 	  	 	5.93981	 
	 17
	  	 	1.10059	 	  	 	77	 	  	 	1.54364	 	  	 	137	 	  	 	2.16503	 	  	 	197	 	  	 	3.03657	 	  	 	257	 	  	 	4.25895	 	  	 	317	 	  	 	5.97340	 
	 18
	  	 	1.10682	 	  	 	78	 	  	 	1.55237	 	  	 	138	 	  	 	2.17728	 	  	 	198	 	  	 	3.05374	 	  	 	258	 	  	 	4.28303	 	  	 	318	 	  	 	6.00717	 
	 19
	  	 	1.11307	 	  	 	79	 	  	 	1.56114	 	  	 	139	 	  	 	2.18959	 	  	 	199	 	  	 	3.07101	 	  	 	259	 	  	 	4.30725	 	  	 	319	 	  	 	6.04114	 
	 20
	  	 	1.11937	 	  	 	80	 	  	 	1.56997	 	  	 	140	 	  	 	2.20197	 	  	 	200	 	  	 	3.08837	 	  	 	260	 	  	 	4.33160	 	  	 	320	 	  	 	6.07530	 
	 21
	  	 	1.12570	 	  	 	81	 	  	 	1.57885	 	  	 	141	 	  	 	2.21442	 	  	 	201	 	  	 	3.10583	 	  	 	261	 	  	 	4.35609	 	  	 	321	 	  	 	6.10965	 
	 22
	  	 	1.13206	 	  	 	82	 	  	 	1.58778	 	  	 	142	 	  	 	2.22694	 	  	 	202	 	  	 	3.12340	 	  	 	262	 	  	 	4.38072	 	  	 	322	 	  	 	6.14419	 
	 23
	  	 	1.13846	 	  	 	83	 	  	 	1.59675	 	  	 	143	 	  	 	2.23953	 	  	 	203	 	  	 	3.14106	 	  	 	263	 	  	 	4.40549	 	  	 	323	 	  	 	6.17893	 
	 24
	  	 	1.14490	 	  	 	84	 	  	 	1.60578	 	  	 	144	 	  	 	2.25219	 	  	 	204	 	  	 	3.15882	 	  	 	264	 	  	 	4.43040	 	  	 	324	 	  	 	6.21387	 
	 25
	  	 	1.15137	 	  	 	85	 	  	 	1.61486	 	  	 	145	 	  	 	2.26493	 	  	 	205	 	  	 	3.17668	 	  	 	265	 	  	 	4.45545	 	  	 	325	 	  	 	6.24900	 
	 26
	  	 	1.15788	 	  	 	86	 	  	 	1.62399	 	  	 	146	 	  	 	2.27773	 	  	 	206	 	  	 	3.19464	 	  	 	266	 	  	 	4.48064	 	  	 	326	 	  	 	6.28433	 
	 27
	  	 	1.16443	 	  	 	87	 	  	 	1.63317	 	  	 	147	 	  	 	2.29061	 	  	 	207	 	  	 	3.21270	 	  	 	267	 	  	 	4.50598	 	  	 	327	 	  	 	6.31987	 
	 28
	  	 	1.17101	 	  	 	88	 	  	 	1.64241	 	  	 	148	 	  	 	2.30356	 	  	 	208	 	  	 	3.23087	 	  	 	268	 	  	 	4.53146	 	  	 	328	 	  	 	6.35560	 
	 29
	  	 	1.17764	 	  	 	89	 	  	 	1.65169	 	  	 	149	 	  	 	2.31659	 	  	 	209	 	  	 	3.24913	 	  	 	269	 	  	 	4.55708	 	  	 	329	 	  	 	6.39154	 
	 30
	  	 	1.18429	 	  	 	90	 	  	 	1.66103	 	  	 	150	 	  	 	2.32969	 	  	 	210	 	  	 	3.26750	 	  	 	270	 	  	 	4.58284	 	  	 	330	 	  	 	6.42767	 
	 31
	  	 	1.19099	 	  	 	91	 	  	 	1.67042	 	  	 	151	 	  	 	2.34286	 	  	 	211	 	  	 	3.28598	 	  	 	271	 	  	 	4.60876	 	  	 	331	 	  	 	6.46402	 
	 32
	  	 	1.19772	 	  	 	92	 	  	 	1.67987	 	  	 	152	 	  	 	2.35610	 	  	 	212	 	  	 	3.30456	 	  	 	272	 	  	 	4.63481	 	  	 	332	 	  	 	6.50057	 
	 33
	  	 	1.20450	 	  	 	93	 	  	 	1.68937	 	  	 	153	 	  	 	2.36943	 	  	 	213	 	  	 	3.32324	 	  	 	273	 	  	 	4.66102	 	  	 	333	 	  	 	6.53732	 
	 34
	  	 	1.21131	 	  	 	94	 	  	 	1.69892	 	  	 	154	 	  	 	2.38282	 	  	 	214	 	  	 	3.34203	 	  	 	274	 	  	 	4.68737	 	  	 	334	 	  	 	6.57428	 
	 35
	  	 	1.21816	 	  	 	95	 	  	 	1.70853	 	  	 	155	 	  	 	2.39630	 	  	 	215	 	  	 	3.36093	 	  	 	275	 	  	 	4.71388	 	  	 	335	 	  	 	6.61146	 
	 36
	  	 	1.22504	 	  	 	96	 	  	 	1.71819	 	  	 	156	 	  	 	2.40985	 	  	 	216	 	  	 	3.37993	 	  	 	276	 	  	 	4.74053	 	  	 	336	 	  	 	6.64884	 
	 37
	  	 	1.23197	 	  	 	97	 	  	 	1.72790	 	  	 	157	 	  	 	2.42347	 	  	 	217	 	  	 	3.39904	 	  	 	277	 	  	 	4.76733	 	  	 	337	 	  	 	6.68643	 
	 38
	  	 	1.23894	 	  	 	98	 	  	 	1.73767	 	  	 	158	 	  	 	2.43717	 	  	 	218	 	  	 	3.41826	 	  	 	278	 	  	 	4.79429	 	  	 	338	 	  	 	6.72424	 
	 39
	  	 	1.24594	 	  	 	99	 	  	 	1.74750	 	  	 	159	 	  	 	2.45095	 	  	 	219	 	  	 	3.43759	 	  	 	279	 	  	 	4.82140	 	  	 	339	 	  	 	6.76226	 
	 40
	  	 	1.25299	 	  	 	100	 	  	 	1.75738	 	  	 	160	 	  	 	2.46481	 	  	 	220	 	  	 	3.45703	 	  	 	280	 	  	 	4.84866	 	  	 	340	 	  	 	6.80049	 
	 41
	  	 	1.26007	 	  	 	101	 	  	 	1.76731	 	  	 	161	 	  	 	2.47875	 	  	 	221	 	  	 	3.47657	 	  	 	281	 	  	 	4.87607	 	  	 	341	 	  	 	6.83894	 
	 42
	  	 	1.26719	 	  	 	102	 	  	 	1.77731	 	  	 	162	 	  	 	2.49276	 	  	 	222	 	  	 	3.49623	 	  	 	282	 	  	 	4.90364	 	  	 	342	 	  	 	6.87761	 
	 43
	  	 	1.27436	 	  	 	103	 	  	 	1.78735	 	  	 	163	 	  	 	2.50686	 	  	 	223	 	  	 	3.51600	 	  	 	283	 	  	 	4.93137	 	  	 	343	 	  	 	6.91650	 
	 44
	  	 	1.28156	 	  	 	104	 	  	 	1.79746	 	  	 	164	 	  	 	2.52103	 	  	 	224	 	  	 	3.53588	 	  	 	284	 	  	 	4.95925	 	  	 	344	 	  	 	6.95561	 
	 45
	  	 	1.28881	 	  	 	105	 	  	 	1.80762	 	  	 	165	 	  	 	2.53529	 	  	 	225	 	  	 	3.55587	 	  	 	285	 	  	 	4.98729	 	  	 	345	 	  	 	6.99493	 
	 46
	  	 	1.29610	 	  	 	106	 	  	 	1.81784	 	  	 	166	 	  	 	2.54962	 	  	 	226	 	  	 	3.57598	 	  	 	286	 	  	 	5.01549	 	  	 	346	 	  	 	7.03448	 
	 47
	  	 	1.30343	 	  	 	107	 	  	 	1.82812	 	  	 	167	 	  	 	2.56404	 	  	 	227	 	  	 	3.59619	 	  	 	287	 	  	 	5.04385	 	  	 	347	 	  	 	7.07426	 
	 48
	  	 	1.31080	 	  	 	108	 	  	 	1.83846	 	  	 	168	 	  	 	2.57853	 	  	 	228	 	  	 	3.61653	 	  	 	288	 	  	 	5.07237	 	  	 	348	 	  	 	7.11426	 
	 49
	  	 	1.31821	 	  	 	109	 	  	 	1.84885	 	  	 	169	 	  	 	2.59311	 	  	 	229	 	  	 	3.63698	 	  	 	289	 	  	 	5.10105	 	  	 	349	 	  	 	7.15448	 
	 50
	  	 	1.32566	 	  	 	110	 	  	 	1.85931	 	  	 	170	 	  	 	2.60778	 	  	 	230	 	  	 	3.65754	 	  	 	290	 	  	 	5.12989	 	  	 	350	 	  	 	7.19493	 
	 51
	  	 	1.33316	 	  	 	111	 	  	 	1.86982	 	  	 	171	 	  	 	2.62252	 	  	 	231	 	  	 	3.67822	 	  	 	291	 	  	 	5.15889	 	  	 	351	 	  	 	7.23562	 
	 52
	  	 	1.34069	 	  	 	112	 	  	 	1.88039	 	  	 	172	 	  	 	2.63735	 	  	 	232	 	  	 	3.69902	 	  	 	292	 	  	 	5.18806	 	  	 	352	 	  	 	7.27653	 
	 53
	  	 	1.34827	 	  	 	113	 	  	 	1.89102	 	  	 	173	 	  	 	2.65226	 	  	 	233	 	  	 	3.71993	 	  	 	293	 	  	 	5.21740	 	  	 	353	 	  	 	7.31767	 
	 54
	  	 	1.35590	 	  	 	114	 	  	 	1.90172	 	  	 	174	 	  	 	2.66726	 	  	 	234	 	  	 	3.74097	 	  	 	294	 	  	 	5.24690	 	  	 	354	 	  	 	7.35904	 
	 55
	  	 	1.36356	 	  	 	115	 	  	 	1.91247	 	  	 	175	 	  	 	2.68234	 	  	 	235	 	  	 	3.76212	 	  	 	295	 	  	 	5.27656	 	  	 	355	 	  	 	7.40065	 
	 56
	  	 	1.37127	 	  	 	116	 	  	 	1.92328	 	  	 	176	 	  	 	2.69750	 	  	 	236	 	  	 	3.78339	 	  	 	296	 	  	 	5.30640	 	  	 	356	 	  	 	7.44250	 
	 57
	  	 	1.37903	 	  	 	117	 	  	 	1.93416	 	  	 	177	 	  	 	2.71276	 	  	 	237	 	  	 	3.80478	 	  	 	297	 	  	 	5.33640	 	  	 	357	 	  	 	7.48458	 
	 58
	  	 	1.38682	 	  	 	118	 	  	 	1.94509	 	  	 	178	 	  	 	2.72809	 	  	 	238	 	  	 	3.82629	 	  	 	298	 	  	 	5.36657	 	  	 	358	 	  	 	7.52690	 
	 59
	  	 	1.39467	 	  	 	119	 	  	 	1.95609	 	  	 	179	 	  	 	2.74352	 	  	 	239	 	  	 	3.84793	 	  	 	299	 	  	 	5.39692	 	  	 	359	 	  	 	7.56946	 


  
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