1

161 0221

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Maureen K. Ohlhausen, Acting Chairman

Terrell McSweeny

________________________________________________

 )

In the Matter of )

 ) 

EMERSON ELECTRIC CO., )

a corporation; )

)

and ) Docket No. C-

)

PENTAIR PLC, )

a corporation. )

________________________________________________)

DECISION AND ORDER

[Public Record Version]

The Federal Trade Commission (“Commission”), having initiated an investigation of the 

proposed acquisition by Respondent Emerson Electric Co. (“Emerson”) of the equity interests of 

certain subsidiaries (defined herein as “Pentair Valves & Controls Subsidiaries”) and related 

assets from their ultimate parent entity Pentair plc (“Pentair”) (Emerson and Pentair hereinafter 

collectively referred to as “Respondents”), and Respondents having been furnished thereafter 

with a copy of a draft of the Complaint that the Bureau of Competition proposed to present to the 

Commission for its consideration and which, if issued by the Commission, would charge 

Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and 

Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; and 

Respondents, their attorneys, and counsel for the Commission having thereafter executed 

an Agreement Containing Consent Orders (“Consent Agreement”), containing an admission by 

Respondents of all the jurisdictional facts set forth in the aforesaid draft of the Complaint, a 

statement that the signing of said Consent Agreement is for settlement purposes only and does 

not constitute an admission by Respondents that the law has been violated as alleged in such 

Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true, 

and waivers and other provisions as required by the Commission’s Rules; and
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The Commission having thereafter considered the matter and having determined that it 

had reason to believe that Respondents have violated the said Acts, and that a Complaint should 

issue stating its charges in that respect, and having thereupon issued its Complaint and an Order 

to Maintain Assets, and having accepted the executed Consent Agreement and placed such 

Consent Agreement on the public record for a period of thirty (30) days for the receipt and 

consideration of public comments, now in further conformity with the procedure described in 

Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission hereby makes the following 

jurisdictional findings and issues the following Decision and Order (“Order”):

1. Respondent Emerson is a corporation organized, existing, and doing business 

under and by virtue of the laws of the State of Missouri with its principal

executive offices located at 8000 West Florissant Avenue, St. Louis, Missouri 

63136. 

2. Respondent Pentair is a corporation organized, existing, and doing business under 

and by virtue of the laws of the Republic of Ireland with its principal executive 

offices located at 43 London Wall, London, EC2M 5TF, United Kingdom, and its 

United States address for service of process and the Complaint, the Decision and 

Order, and the Order to Maintain Assets, as follows: General Counsel, Pentair 

plc, c/o Flow Control US Holding Corporation, 5500 Wayzata Blvd., Suite 800, 

Golden Valley, Minnesota 55416-1251.

3. The Commission has jurisdiction over the subject matter of this proceeding and 

over the Respondents, and the proceeding is in the public interest.

ORDER

I.

IT IS ORDERED that, as used in the Order, the following definitions shall 

apply:

A. “Emerson” means: Emerson Electric Co.; its directors, officers, employees, agents, 

representatives, successors, and assigns; and its joint ventures, subsidiaries, divisions, 

groups, and affiliates, in each case controlled by Emerson Electric Co., and the respective 

directors, officers, employees, agents, representatives, successors, and assigns of each. 

After the Acquisition, Emerson shall include the Pentair Valves & Controls Subsidiaries.

B. “Pentair” means: Pentair plc; its directors, officers, employees, agents, representatives, 

successors, and assigns; and its joint ventures, subsidiaries, divisions, groups, and 

affiliates, in each case controlled by Pentair plc, and the respective directors, officers, 

employees, agents, representatives, successors, and assigns of each.

C. “Commission” means the Federal Trade Commission.

D. “Respondents” means Emerson and Pentair, individually and collectively.
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E. “Acquirer(s)” means the following: 

1. a Person specified by name in this Order to acquire particular assets or rights that a 

Respondent is required to assign, grant, license, divest, transfer, deliver, or 

otherwise convey pursuant to this Order and that has been approved by the 

Commission to accomplish the requirements of this Order in connection with the 

Commission’s determination to make this Order final and effective; or 

2. a Person approved by the Commission to acquire particular assets or rights that a 

Respondent is required to assign, grant, license, divest, transfer, deliver, or

otherwise convey pursuant to this Order.

F. “Acquisition” means Respondent Emerson’s acquisition of the Pentair Valves & Controls 

Subsidiaries pursuant to the Acquisition Agreement.

G. “Acquisition Agreement” means the Share Purchase Agreement dated as of August 18, 

2016, by and between Emerson Electric Co. and Pentair Plc that was submitted by 

Emerson to the Commission in this matter. The Acquisition Agreement is contained in 

Non-Public Appendix I.

H. “Acquisition Date” means the earlier of the following dates: (i) the date on which 

Respondent Emerson acquires fifty percent (50%) or more of the voting securities or 

other equity interests of any of the Pentair Valves & Controls Subsidiaries; or (ii) the date 

on which Respondent Emerson acquires any of the assets related to such subsidiaries.

I. “Agency(ies)” means any government regulatory authority or authorities in the world 

responsible for granting approval(s), clearance(s), qualification(s), license(s), or permit(s) 

for any aspect of the research, Development, manufacture, marketing, distribution, or sale 

of a Westlock Product.

J. “Business” means the research, Development, manufacture, commercialization, 

distribution, marketing, importation, advertisement, and sale of a product.

K. “Closing Date” means the date on which a Respondent (or a Divestiture Trustee) 

consummates a transaction to assign, grant, license, divest, transfer, deliver, or otherwise 

convey the Westlock Assets to an Acquirer pursuant to this Order.

L. “Confidential Business Information” means all information owned by, or in the 

possession or control of, a Respondent that is not in the public domain and that is directly 

related to the conduct of the Business related to a Westlock Product(s). The term 

“Confidential Business Information” excludes the following: 

1. information relating to a Respondent’s general business strategies or practices that 

does not discuss with particularity the Westlock Products;

2. information that is contained in documents, records, or books of a Respondent that 

is provided to an Acquirer by a Respondent that is unrelated to the Westlock

Products or that is exclusively related to Retained Product(s); and
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3. information that is protected by the attorney work product, attorney-client, joint 

defense, or other privilege prepared in connection with the Acquisition and relating 

to any United States, state, or foreign antitrust or competition Laws.

M. “Copyrights” means rights to all original works of authorship of any kind directly related 

to a Westlock Product and any registrations and applications for registrations thereof 

within the United States of America.

N. “Crane” means Crane Co., a corporation organized, existing and doing business under 

and by virtue of the laws of the State of Delaware with its principal executive offices 

located at 100 First Stamford Place, Stamford, Connecticut 06902.

O. “Development” means all research and development activities, including, without 

limitation the following: design (including, without limitation, customized design for a 

particular customer(s)); process development; manufacturing scale-up;

development-stage manufacturing; quality assurance/quality control development; 

statistical analysis and report writing; mechanical properties testing; performance testing; 

safety testing; conducting experiments for the purpose of obtaining or achieving any and 

all Product Approvals and Certifications. “Develop” means to engage in Development.

P. “Direct Cost” means a cost not to exceed the cost of labor, material, travel, and other 

expenditures to the extent the costs are directly incurred to provide the relevant assistance 

or service. “Direct Cost” to the Acquirer for its use of any of a Respondent’s 

employees’ labor shall not exceed the average hourly wage rate for such employee.

Q. “Divestiture Trustee” means the trustee appointed by the Commission pursuant to 

Paragraph IV of this Order.

R. “Domain Name” means the domain name(s) (uniform resource locators), and 

registration(s) thereof, issued by any Person or authority that issues and maintains the 

domain name registration; provided, however, “Domain Name” shall not include any 

trademark or service mark rights to such domain names other than the rights to the 

Trademarks required to be divested.

S. “Government Entity” means any Federal, state, local, or non-U.S. government; any court, 

legislature, government agency, government department, or government commission; or 

any judicial or regulatory authority of any government.

T. “High Volume Account(s)” means any retailer, wholesaler, or distributor whose annual 

or projected annual purchase amounts, in units or in dollars, of a Westlock Product in the 

United States of America from a Respondent, was or was forecasted (prior to the 

contemplation of the Acquisition and subsequent divestiture) to be among the top twenty 

(20) highest such purchase amounts of that Respondent’s total sales of that Westlock 

Product to U.S. customers on any of the following dates: (i) the end of the last quarter 

that immediately preceded the date of the public announcement of the proposed 

Acquisition; (ii) the end of the last quarter that immediately preceded the Acquisition 

Date; (iii) the end of the last quarter that immediately preceded the Closing Date for the 

relevant assets; (iv) for forecasts of purchases of the Westlock Product, the quarter 
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immediately following the Closing Date.

U. “Law” means all laws, statutes, rules, regulations, ordinances, and other pronouncements 

by any Government Entity having the effect of law.

V. “Manufacturing Employees” means all employees of a Respondent whose primary work 

responsibilities were in the Business of the Westlock Products within the eighteen (18) 

month period immediately prior to the Closing Date and have directly participated in any 

of the following: (i) defining the commercial manufacturing process, (ii) confirming that 

the manufacturing process is capable of reproducible commercial manufacturing, (iii) 

formulating the manufacturing process performance qualification protocol, (iv) 

controlling the manufacturing process to assure performance product quality, (iv) 

assuring that during routine manufacturing the process remains in a state of control, (v) 

collecting and evaluating data for the purposes of providing scientific evidence that the 

manufacturing process is capable of consistently delivering quality products, (vi) 

managing the operation of the manufacturing process, or (vii) managing the technological 

transfer of the manufacturing process to a different facility, of the Manufacturing 

Technology of a Westlock Product (unless such participation consisted solely of 

oversight of legal, accounting, tax, or financial compliance).

W. “Manufacturing Equipment” means all fixtures, equipment (including, without limitation, 

technical equipment and computers), and machinery that is being used or has been used 

at the Westlock Production Facility at any time since the Respondents entered into the 

Acquisition Agreement, in the research, Development, or manufacture of a Westlock 

Product and that is suitable for use in the research, Development, or manufacture of a 

Westlock Product as of the Closing Date.

X. “Manufacturing Technology” means all technology, trade secrets, know-how, designs,

ideas, concepts and proprietary information (whether patented, patentable, or otherwise)

used within the five (5) year period immediately prior to the Closing Date by Respondent 

Pentair (or its predecessor(s) in ownership of Westlock Controls Corporation) to 

manufacture each Westlock Product, including, but not limited to, the following:

1. all product specifications, product designs and design protocols, including without 

limitation, the exact combination, design, array and identity and specifications of 

all components that achieve a particular set of application and end-use 

characteristics in a final Westlock Product;

2. manufacturing processes, analytical methods, flow diagrams and other related 

manuals and drawings;

3. standard operating procedures;

4. quality assurance and control procedures;

5. control history;

6. research and Development records;

7. annual product reviews;
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8. supplier lists;

9. labeling and product manuals;

10. manuals and technical information provided to employees, customers, distributors, 

suppliers, agents, licensees, including, without limitation, manufacturing, 

equipment and engineering manuals and drawings;

11. repair and performance records related to the Manufacturing Equipment for the two 

(2) year period immediately preceding the Closing Date;

12. records related to the protective workplace safety standards related to the 

Manufacturing Equipment for the two (2) year period immediately preceding the 

Closing Date;

13. audits of manufacturing methods for the Westlock Products conducted by any 

Agency, end-use customer, or any Standards and Certification Organization; and

14. all other information related to the manufacturing process.

Y. “Marketing Materials” means all marketing materials used specifically in the marketing 

or sale of each Westlock Product in the United States of America as of the Closing Date, 

including, without limitation, all advertising materials, training materials, product data, 

mailing lists, sales materials (e.g., vendor/distributor lists, sales data), marketing 

information (e.g., competitor information, research data, market intelligence reports, 

statistical programs (if any) used for marketing and sales research), customer information 

(including customer net purchase information to be provided on the basis of either dollars 

and/or units for each month, quarter or year), sales forecasting models, educational 

materials, and advertising and display materials, speaker lists, promotional and marketing 

materials to be provided to distributors and/or end-use customer (e.g. specification sheets, 

installation instructions, and technical specifications), Website content and advertising 

and display materials, artwork for the production of packaging components, television 

masters, and other similar materials related to each Westlock Product.

Z. “Monitor” means any monitor appointed pursuant to Paragraph III of this Order or 

Paragraph III of the related Order to Maintain Assets.

AA. “Order Date” means the date on which the final Decision and Order in this matter is 

issued by the Commission.

BB. “Order to Maintain Assets” means the Order to Maintain Assets incorporated into and 

made a part of the Agreement Containing Consent Orders.

CC. “Orders” means this Decision and Order and the related Order to Maintain Assets.

DD. “Patent(s)” means all patents and patent applications, including provisional patent 

applications, invention disclosures, certificates of invention and applications for 

certificates of invention, and statutory invention registrations, in each case filed, or in 

existence, on or before the Closing Date (except where this Order specifies a different 

time), and includes all reissues, additions, divisions, continuations, continuations-in-part, 

supplementary protection certificates, extensions and reexaminations thereof, all 
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inventions disclosed therein, and all rights therein provided by international treaties and 

conventions.

EE. “Pentair Valves & Controls Subsidiaries” means the following entities (listed with the

respective country location of their principal executive offices), individually and 

collectively: Flow Control Holding GmbH & Co. KG (Germany); Flow Control Holding 

Verwaltungs GmbH (Germany); Flow Control US Holding Corporation (United States -

Minnesota), a subsidiary of which is Westlock Controls Corporation; Flow Control 

Technologies SA (French Republic); Generale de Robinetterie Industrielle et de Systemes 

de Surete (GRISS) S.A. (French Republic); Pentair Brazil Holding S.a.r.l. (Luxembourg); 

Pentair Flow Control AG (Swiss Confederation); Pentair Flow Control Holdings Ltd. 

(Isle of Man); Pentair Flow Control International Holdings C, LLC (United States –

Minnesota); Pentair Flow Control Pacific Pty. Limited (Australia); Pentair Holding III 

(Denmark) ApS (Denmark); Pentair Middle East Holdings, LLC (United States -

Minnesota); Pentair Sales Ireland Ltd. (Ireland); Pentair SSC Australia Pty Limited 

(Australia); Pentair Valves & Controls Africa (PTY) LTD (South Africa); Pentair Valves 

& Controls Argentina S.A. (Argentina); Pentair Valves & Controls Brasil Ltda. (Brazil); 

Pentair Valves & Controls Canada, Inc. (Canada); Pentair Valves & Controls Czech s.r.o. 

(Czech Republic); Pentair Valves & Controls Hungary Ltd. (Hungary); Pentair Valves & 

Controls Japan Co., Ltd. (Japan); Pentair Valves & Controls Netherlands B.V. 

(Netherlands); Pentair Valves & Controls Peru S.A. (Peru); Pentair Valves & Controls 

Polska Sp.z.o.o. (Poland); Pentair Valves & Controls Singapore Pte Ltd. (Singapore); 

Pentair Valves & Controls South Africa (Proprietary) Limited (South Africa); Pentair 

Valves & Controls (Thailand) Ltd. (Thailand); PT Pentair Indonesia (Indonesia); Sempell 

GmbH (Germany); Taiwan Valve Co., Ltd. (Taiwan); and Westlock Equipamentos de 

Controle Ltda. (Brazil).

FF. “Person” means any individual, partnership, joint venture, firm, corporation, association, 

trust, unincorporated organization, or other business or Government Entity, and any 

subsidiaries, divisions, groups, or affiliates thereof.

GG. “Product Approval(s) and Certification(s)” means any approvals, specifications, 

certifications, registrations, permits, licenses, consents, authorizations, and other 

approvals, and pending applications and requests therefor, required by applicable 

Agencies or Standards and Certification Organizations related to the research, 

Development, manufacture, distribution, finishing, packaging, marketing, sale, storage, or 

transport of a product within the United States of America that have been adopted or 

required as of the Closing Date by any of the following:

1. applicable Agencies (e.g., the ATEX directives of the European Union); 

2. applicable Standards and Certification Organizations;

3. direct purchasers of the Westlock Products;

4. end-users of the Westlock Products, including, without limitation, any 

Governmental Entity of the United States of America; and
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5. engineering and procurement firms and valve automation centers.

HH. “Product Contracts” means all contracts or agreements between a Respondent and a Third 

party:

1. that make specific reference to a Westlock Product and pursuant to which any Third 

Party is obligated to purchase, or has the option to purchase without further 

negotiation of terms, that Westlock Product from a Respondent;

2. pursuant to which a Respondent had or has as of the Closing Date the ability to 

independently purchase the raw materials, inputs or component(s), or had planned 

to purchase the raw materials, inputs, or component(s) from any Third Party, for 

use in connection with the manufacture of a Westlock Product;

3. pursuant to which a Third Party manufactures or plans to manufacture a Westlock 

Product in order to provide it to a Respondent;

4. pursuant to which a Third Party markets, sells or distributes a Westlock Product;

5. pursuant to which a Third Party provides or plans to provide any part of the 

manufacturing process including, without limitation, the assembly or packaging of 

a Westlock Product; 

6. pursuant to which a Third Party provides the Manufacturing Technology related to 

a Westlock Product to a Respondent;

7. pursuant to which a Third Party is licensed by a Respondent to use the 

Manufacturing Technology related to the Westlock Product;

8. constituting confidentiality agreements related to a Westlock Product;

9. involving any royalty, licensing, covenant not to sue, or similar arrangement related 

to a Westlock Product;

10. pursuant to which a Third Party provides any specialized services necessary to the 

research, Development, manufacture, or distribution of a Westlock Product to a 

Respondent including, but not limited to, consultation arrangements; and/or

11. pursuant to which any Third Party collaborates with a Respondent in the 

performance of research, Development, marketing, distribution, or selling of a 

Westlock Product or Westlock’s Business;

12. pursuant to which a Respondent leases building(s) or equipment related to the 

Business of Westlock;

13. pursuant to which a Respondent licenses Software related to the Business of 

Westlock;
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provided, however, that where any such contract or agreement also relates to a Retained 

Product(s), a Respondent shall, at the Acquirer’s option, assign or otherwise make 

available to the Acquirer all such rights under the contract or agreement as are related to 

the Westlock Product, but concurrently may retain similar rights for the purposes of the 

Retained Product(s).

II. “Product Employee Information” means the following, for each Westlock Core

Employee, as and to the extent permitted by Law:

1. a complete and accurate list containing the name of each Westlock Core Employee 

(including former employees who were employed by a Respondent within ninety 

(90) days of the execution date of any Remedial Agreement); and

2. with respect to each such employee, the following information:

a. direct contact information for the employee, including telephone number;

b. the date of hire and effective service date;

c. job title or position held;

d. a specific description of the employee’s responsibilities related to the 

relevant Westlock Product; provided, however, in lieu of this description, a 

Respondent may provide the employee’s most recent performance 

appraisal;

e. the base salary or current wages;

f. the most recent bonus paid, aggregate annual compensation for the relevant 

Respondent’s last fiscal year, and current target or guaranteed bonus, if any;

g. employment status (i.e., active or on leave or disability; full-time or 

part-time); 

h. all other material terms and conditions of employment in regard to such 

employee that are not otherwise generally available to similarly situated 

employees; and

3. at the Acquirer’s option or the Proposed Acquirer’s option (as applicable), copies of 

all employee benefit plans and summary plan descriptions (if any) applicable to the 

relevant employees.

JJ. “Product Intellectual Property” means all of the following intellectual property related to 

any Westlock Product (other than Product Licensed Intellectual Property) that is owned, 

licensed, held, or controlled by a Respondent (including, without limitation, all such 

intellectual property held by Pentair Flow Control AG) as of the Closing Date:

1. Patents;

2. Copyrights;

3. Software;
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4. Trademarks;

5. Trade Dress;

6. trade secrets, know-how, techniques, data, inventions, practices, methods, and other 

confidential or proprietary technical, business, research, Development, and other 

information; and

7. rights to obtain and file for patents, trademarks, and copyrights and registrations 

thereof, and to bring suit against a Third Party for the past, present, or future 

infringement, misappropriation, dilution, misuse, or other violation of any of the 

foregoing;

provided, however, that “Product Intellectual Property” does not include the corporate 

names or corporate trade dress of “Emerson”, “Pentair”, or the related corporate logos 

thereof; or the corporate names or corporate trade dress of any other corporations or 

companies owned or controlled by a Respondent or the related corporate logos 

thereof (other than the corporate name and corporate trade dress of Westlock); or 

general registered images or symbols by which Emerson or Pentair can be identified 

or defined (other than those solely related to Westlock).

KK. “Product Licensed Intellectual Property” means all of the following intellectual property 

related to a Westlock Product that is owned, licensed, held, or controlled by a Respondent 

as of the Closing Date, as follows:

1. Patents that are related to a Westlock Product that a Respondent can demonstrate 

have been used, prior to the Acquisition Date, for any Retained Product; and

2. trade secrets, know-how, techniques, data, inventions, practices, methods, and other 

confidential or proprietary technical, business, research, Development, and other 

information, and all rights in the United States of America to limit the use or 

disclosure thereof, that are related to a Westlock Product and that a Respondent can 

demonstrate have been used, prior to the Acquisition Date, for any Retained

Product.

LL. “Proposed Acquirer” means a Person proposed by a Respondent (or a Divestiture 

Trustee) to the Commission and submitted for the approval of the Commission as the 

acquirer for particular assets or rights required to be assigned, granted, licensed, divested, 

transferred, delivered, or otherwise conveyed pursuant to this Order.

MM. “Quality and Safety Reports” means:

1. adverse event reports, adverse experience information, and descriptions of material 

events and matters concerning safety or lack of efficacy related to a Westlock 

Product;

2. summary of product complaints from distributors related to a Westlock Product;

3. summary of product complaints from end-use customers related to a Westlock 

Product;
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4. product recall reports filed with any Agency or any Standards and Certification 

Organization related to a Westlock Product, and all reports, studies, and other 

documents related to such recalls;

5. investigation reports and other documents related to any out-of-specification results 

found in a Westlock Product;

6. reports related to a Westlock Product from any consultant or outside contractor 

engaged to investigate or perform testing for the purposes of resolving any product 

or process issues;

7. reports of vendors of the inputs used to produce a Westlock Product that relate to 

the specifications and testing of the production of a Westlock Product;

8. analytical methods development records related to a Westlock Product; and

9. manufacturing records related to a Westlock Product.

NN. “Remedial Agreement(s)” means the following: 

1. any agreement between a Respondent and an Acquirer that is specifically 

referenced and attached to this Order, including all amendments, exhibits, 

attachments, agreements, and schedules thereto, related to the relevant assets or 

rights to be assigned, granted, licensed, divested, transferred, delivered, or 

otherwise conveyed, including, without limitation, any agreement to supply 

specified products or components thereof, and that has been approved by the 

Commission to accomplish the requirements of the Order in connection with the 

Commission’s determination to make this Order final and effective; 

2. any agreement between a Respondent and a Third Party to effect the assignment of 

assets or rights of that Respondent related to a Westlock Product to the benefit of 

an Acquirer that is specifically referenced and attached to this Order, including all 

amendments, exhibits, attachments, agreements, and schedules thereto, that has 

been approved by the Commission to accomplish the requirements of the Order in 

connection with the Commission’s determination to make this Order final and 

effective; 

3. any agreement between a Respondent and an Acquirer (or between a Divestiture 

Trustee and an Acquirer) that has been approved by the Commission to accomplish 

the requirements of this Order, including all amendments, exhibits, attachments, 

agreements, and schedules thereto, related to the relevant assets or rights to be 

assigned, granted, licensed, divested, transferred, delivered, or otherwise conveyed, 

including, without limitation, any agreement by that Respondent to supply 

specified products or components thereof, and that has been approved by the 

Commission to accomplish the requirements of this Order; and/or 
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4. any agreement between a Respondent and a Third Party to effect the assignment of 

assets or rights of that Respondent related to a Westlock Product to the benefit of 

an Acquirer that has been approved by the Commission to accomplish the 

requirements of this Order, including all amendments, exhibits, attachments, 

agreements, and schedules thereto.

OO. “Research and Development Employees” means all salaried employees of a Respondent 

whose primary work responsibilities were in the Business of the Westlock Products

within the eighteen (18) month period immediately prior to the Closing Date and who 

have directly participated in the research or Development of a Westlock Product (unless 

such participation consisted solely of oversight of legal, accounting, tax, or financial 

compliance) including, without limitation, engineers involved in new product 

development, hardware design, mechanical design, software design and Product 

Approvals and Certifications.

PP. “Research and Development Reports” means all research and Development records 

relating to the Westlock Products including, but not limited to:

1. inventory of research and development records, research history, research efforts, 

research notebooks, research reports, technical service reports, testing methods, 

invention disclosures, and know how related to the Westlock Products;

2. all correspondence to Westlock from Agencies and Standards and Certification 

Organizations relating to applications for Product Approvals and Certifications

submitted by Westlock;

3. all correspondence from Westlock to Agencies and Standards and Certification 

Organizations relating to applications for Product Approvals and Certifications

submitted by Westlock;

4. annual and periodic reports related to the above-described Product Approvals and 

Certifications;

5. product labeling or documents to be provided to end-use customers that are 

approved by Agencies or Standards and Certification Organizations; and

6. product usage, installation instructions, and technical specifications.

QQ. “Retained Product(s)” means any product(s) other than a Westlock Product.

RR. “Sales and Marketing Employees” means all employees of a Respondent whose primary 

work responsibilities were in the Business of the Westlock Products within the eighteen 

(18) month period immediately prior to the Closing Date and who directly have 

participated in the sales or marketing of the Westlock Products directly to distributors or 

end-use customers, including, without limitation, the regional sales managers.

SS. “Software” means computer programs related to the Business of Westlock, including all 

software implementations of algorithms, models, and methodologies whether in source 

code or object code form, databases and compilations, including any and all data and 

collections of data, all documentation, including user manuals and training materials, 
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related to any of the foregoing and the content and information contained on any 

Website; provided however, that “Software” does not include software that is readily 

purchasable or licensable from sources other than the Respondents and which has not 

been modified in a manner material to the use or function thereof (other than user 

preference settings).

TT. “Standards and Certification Organization(s)” means any non-governmental Person that 

provides audits and certifications of management systems and/or manufacturing 

processes or product assessments and certifications related to the Westlock Products (e.g., 

American National Standards Institute, National Fire Protection Association, 

International Electrotechnical Commission (“IEC”), Intertek Testing & Certification 

Limited, National Electrical Manufacturers Association, Sira Certification Service, and 

Underwriters Laboratories)

UU. “Switch Box Product(s)” means a valve position monitor, that is, a device that detects and 

indicates the position of a valve (such as whether the valve is open, completely closed, or 

some position there between) and communicates this position using a visual indicator

and/or an electrical or other signal.

VV. “Technology Transfer Standards” means requirements and standards sufficient to ensure 

that the information and assets required to be delivered to an Acquirer pursuant to this 

Order are delivered in an organized, comprehensive, complete, useful, timely (i.e., 

ensuring no unreasonable delays in transmission), and meaningful manner. Such 

standards and requirements shall include, inter alia:

1. designating employees of a Respondent knowledgeable about the Manufacturing 

Technology (and all related intellectual property) related to each of the Westlock 

Products who will be responsible for communicating directly with the Acquirer, 

and the Monitor (if one has been appointed), for the purpose of effecting such 

delivery unless such Persons are hired by the Acquirer;

2. preparing technology transfer protocols and transfer acceptance criteria for both the 

processes and analytical methods related to the specified Westlock Product that are 

acceptable to the Acquirer to the extent that any such technology is not maintained

and fully available at the Westlock Production Facility;

3. preparing and implementing a detailed technological transfer plan that contains, 

inter alia, the transfer of all relevant information, all appropriate documentation, all 

other materials, and projected time lines for the delivery of all such Manufacturing 

Technology (including all related intellectual property) to the Acquirer to the extent 

that any such technology and information is not maintained and fully available at 

the Westlock Production Facility; and

4. to the extent the Persons with the relevant knowledge remain employees of a 

Respondent (e.g., are not hired by the Acquirer), providing, in a timely manner, 

assistance and advice to enable the Acquirer to:
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a. manufacture the specified Westlock Product in the quality and quantities 

achieved by a Respondent;

b. obtain any Product Approvals and Certifications necessary for the Acquirer 

to manufacture, distribute, market, and sell each Westlock Product in 

commercial quantities and to meet the requirements of all Product 

Approvals and Certifications for such Westlock Product; and 

c. receive, integrate, and use all such Manufacturing Technology and all such 

intellectual property related to each Westlock Product.

WW. “Third Party(ies)” means any non-governmental Person other than the following: a 

Respondent; or an Acquirer of particular assets or rights pursuant to this Order.

XX. “Trade Dress” means the current trade dress of a Westlock Product, including but not 

limited to, packaging and the lettering of the product trade name or brand name.

YY. “Trademark(s)” means all proprietary names or designations, trademarks, service marks, 

trade names, and brand names, including registrations and applications for registration 

therefor (and all renewals, modifications, and extensions thereof), and all common law 

rights, and the goodwill symbolized thereby and associated therewith, for a product.

ZZ. “United States of America” means the United States of America, and its territories, 

districts, commonwealths and possessions.

AAA. “Website” means the content of the Website(s) located at the Domain Names, the 

Domain Names, and all copyrights in such Website(s), to the extent owned by a 

Respondent; provided, however, “Website” shall not include the following: (1) content 

owned by Third Parties and other Product Intellectual Property not owned by a 

Respondent that are incorporated in such Website(s), such as stock photographs used in 

the Website(s), except to the extent that a Respondent can convey its rights, if any, 

therein; or (2) content unrelated to any of the Westlock Products.

BBB. “Westlock” means Westlock Controls Corporation (which, prior to the Acquisition, was a 

subsidiary of Respondent Pentair).

CCC. “Westlock Assets” means all rights, title and interest in and to all assets throughout the 

world related to Business of the Westlock Products, to the extent legally transferable, 

including the research, Development, manufacture, distribution, marketing and sale of 

each Westlock Product, including, without limitation: 

1. all outstanding capital stock, voting securities and equity ownership interests in 

Westlock;

2. the Westlock Production Facility;

3. all Product Intellectual Property that is not Product Licensed Intellectual Property;

4. all Product Approvals and Certifications;

5. all Manufacturing Technology;
15

6. all Marketing Materials;

7. all Quality and Safety Reports;

8. all Research and Development Reports;

9. all Website(s), including, without limitation, www.westlockcontrols.com;

10. the content related exclusively to a Westlock Product that is displayed on any 

Website that is not dedicated exclusively to the Westlock Product or Westlock’s 

Business;

11. at the option of the Acquirer, all Product Contracts;

12. for each Westlock Product: 

a. a list of all customers for each Westlock Product and a listing of the net 

sales (in either units or dollars) of that Westlock Product to such customers 

during the one (1) year period immediately prior to the Closing Date, stated 

on either an annual, quarterly, or monthly basis, including, but not limited 

to, a separate list specifying the above-described information for the High 

Volume Accounts and including the name of the employee(s) for each High 

Volume Account that is or has been responsible for the purchase of the 

Product on behalf of the High Volume Account and his or her business 

contact information;

b. a list either by model/series number containing the following: (i) the net

price per model/series of the Closing Date, i.e., the final price per unit 

charged by the Respondent net of all customer-level discounts, rebates, or 

promotions; (ii) the net price per unit charged by the Respondent at the end 

of each quarter during the one (1) year immediately prior to the Closing 

Date; and (iii) any supply outages by unit during the one (1) year period 

immediately prior to the Closing Date the result of which caused the 

Respondent to make a financial payment to the customer or to incur a 

penalty for a failure to supply; and

c. backorders as of the Closing Date;

13. for each Westlock Product, a list of all suppliers;

14. to the extent available, a list of each Westlock Product that has had any finished 

product determined to be out-of-specification during the three (3) year period 

immediately preceding the Closing Date, and, for each such Westlock Product: (i) 

a description of the deficiencies; (ii) the corrective actions taken to remediate the 

deficiencies in the Westlock Product; and (iii) to the extent known by Respondent

Pentair, the employees (whether current or former) responsible for taking such 

corrective actions; 
16

15. at the option of the Acquirer, all inventory in existence as of the Closing Date 

including, but not limited to, raw materials, packaging materials, work-in-process, 

and finished goods related to the Westlock Products, except inventory in existence 

and owned by Pentair Flow Control AG as of the Closing Date;

16. the quantity and delivery terms in all unfilled customer purchase orders for each 

Westlock Product as of the Closing Date, to be provided to the Acquirer not later 

than five (5) days after the Closing Date, except any unfilled customer purchase

orders (i) relating to inventory in existence and owned by Pentair Flow Control AG 

as of the Closing Date or (ii) which will be filled on behalf of the Acquirer pursuant 

to the Transition Services Agreement; 

17. at the option of the Acquirer, the right to fill any or all unfilled customer purchase 

orders for each Westlock Product as of the Closing Date except any unfilled 

customer purchase orders (i) relating to inventory in existence and owned by 

Pentair Flow Control AG as of the Closing Date or (ii) which will be filled on 

behalf of the Acquirer pursuant to the Transition Services Agreement; and

18. all of a Respondent’s books, records, and files directly related to the foregoing;

provided, however, that “Westlock Assets” shall not include: (i) documents relating to 

a Respondent’s general business strategies or practices relating to the conduct of its 

Business outside of the Westlock Products, where such documents do not discuss 

with particularity a Westlock Product; (ii) information that is exclusively related to 

the Retained Products; and (iii) all Product Licensed Intellectual Property;

provided further, however, that in cases in which documents or other materials 

included in the Westlock Assets contain information: (i) that relates both to a

Westlock Product and to Retained Products or Businesses of Respondent Pentair and 

cannot be segregated in a manner that preserves the usefulness of the information as it 

relates to the Westlock Product; or (ii) for which any Respondent has a legal 

obligation to retain the original copies, that Respondent shall be required to provide 

only copies or relevant excerpts of the documents and materials containing this 

information. In instances where such copies are provided to the Acquirer, the 

Respondents shall provide the Acquirer access to original documents under 

circumstances where copies of documents are insufficient for evidentiary or 

regulatory purposes. The purpose of this provision is to ensure that the Respondents 

provide the Acquirer with the above-described information without requiring a 

Respondent completely to divest itself of information that, in content, also relates to 

Retained Product(s).

DDD. “Westlock Core Employees” means the Sales and Marketing Employees, the Research 

and Development Employees, and the Manufacturing Employees related to each 

Westlock Product.
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EEE. “Westlock Divestiture Agreement(s)” means the following:

1. Amended and Restated Asset and Share Purchase Agreement by and between 

Emerson Electric Co. and Crane Co. dated as of April 12, 2017;

2. Transition Services Agreement by between Emerson Electric Co. and Crane Co. in 

the form attached as Exhibit C to the Asset and Share Purchase Agreement to be 

executed on or before the Closing Date (“Transition Services Agreement”);

3. Intellectual Property Assignment Agreement by and between Pentair Flow control 

AG (“Assignor”) and Crane Co. (“Assignee”) in the form attached as Exhibit D to 

the Asset and Share Purchase Agreement to be executed on or before the Closing 

Date;

4. all amendments, exhibits, attachments, and schedules attached to and submitted to 

the Commission with the foregoing listed agreements.

The Westlock Divestiture Agreements are contained in Non-Public Appendix II.A. The 

Westlock Divestiture Agreements that have been approved by the Commission to 

accomplish the requirements of this Order in connection with the Commission’s 

determination to make this Order final and effective are Remedial Agreements.

FFF. “Westlock Product(s)” means all product lines and products researched, Developed, in 

Development, marketed or sold within the five (5) year period immediately preceding the 

Closing Date by Westlock, including, without limitation, all of the following:

1. Switch Boxes, including the following: 

a. Position Monitors: AccuTrakTM product line models/series: 1040, 2004, 

1145, 9358, and 9044 (for rotary valve types, weatherproof classification, 

NEMA and IEC standards);

b. Position Monitors: AccuTrakTM product line models/series: 1100, 3200, 

3500, and 8500 (for rotary valve types, weatherproof classification, IEC 

standards);

c. Position Monitors: AccuTrakTM product line models/series: 2007, 5050, 

9479, 360, and 366 (for rotary valve types, explosion proof classification, 

National Electrical Code (“NEC”) standards);

d. Position Monitors: AccuTrakTM product line models/series: 2200 and 2600

(for rotary valves, explosion proof classification, ATEX/IEC standards);

e. Position Monitor: AccuTrakTM product line model/series 2800 MOD3 (for 

linear valves, explosion proof classification, ATEX/IEC standards);

f. Position Monitor: AccuTrakTM product line models/series: 3000, 3300, 

and 8300 (for rotary valves, intrinsically safe classification, ATEX/IEC 

standards);
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g. Position Monitor: AccuTrakTM product line models/series: 3400 and 8400 

(for rotary valve types, encapsulation and increased safety classification, 

ATEX/IEC standards);

h. Position Monitor: AccuTrakTM product line model 3479 MOD3;

i. Position Monitor: AccuTrakTM product line models/series: 5004 and 

5044 (for rotary valve types, intrinsically safe classification, NEC 

standards);

j. Position Monitor: AccuTrakTM product line model 9468 (for rotary valve 

types, non-incendive classification, NEC standards); 

k. Beacon Visual Position Indicator (AccuTrakTM product line); and

l. AVID® (Automated Valve Interface Device) products, including all 

products in the ZR, ZR Plus, PlantNet, SmartCal, and EaziCal product lines;

and

2. limit switches and sensors, including the following: AccuTrak Silver Bullet 

Position Sensor – ATEX/IEC (for linear valve types, explosion proof classification, 

ATEX/IEC standards); AccuTrak Silver Bullet Position Sensor – NEC (for linear 

valve types, explosion proof classification, NEC standards); and all other limit 

switches and sensors researched, Developed, marketed or sold by Westlock (for 

rotary valves, general purpose classification); 

3. valve control monitors, including the following: Beacon Visual Position Indicator

(AccuTrak product line); and all valve control monitors in the Quantum product 

line (including the following models/series: 2200, 2600, 2800 MOD3, 3200, 3800, 

8800, 3600, 8600; 3700; 8700; 711; 722; 811; 764; 784; 864; 765; 789; 865; 777; 

877; 360; and 366);

4. valve network solutions, including, the following in the Intellis product line: 

Intellis Network Control Monitors-ATEX/IEC (for rotary valve types, explosion 

proof/intrinsically safe/weatherproof classifications, ATEX/IEC standards) and 

Intellis Network Control Monitors- NEC; (for rotary valve types, explosion 

proof/intrinsically safe/weatherproof classifications, NEC standards);

5. position transmitters, including the following: Westlock product line CS Position 

Transmitter; and all position transmitters in the Digital EPIC product line;

6. positioners, including all positioners in the Westlock and ICoT product lines;

7. SIL (Safety Integrity Levels) products and solutions;

8. wireless solutions, including, but not limited to, the Wireless Valve Monitoring 

System in the AccuTrak product line;
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9. sanitary valve position and control monitors, including the following: position 

monitors in the AccuTrak product line models/series: AccuTrak 9881 and 

AccuTrak 9881-NEC; and sanitary control monitors in the Pharma II product line 

models/series: Pharma II 99P2/76P2/77P2 – NEC; Pharma II 

99P2/76P2/77P2-IEC;

10. solenoid valves, including all solenoid valves in the Falcon product line;

11. all other products in the following Westlock product lines: AccuTrak, Digital EPIC, 

Falcon, ICoT, Intellis, Pharma II, and Quantum.

GGG. “Westlock Product License” means a perpetual, non-exclusive, fully paid-up, and

royalty-free license(s) under a Remedial Agreement with rights to sublicense to all 

Product Licensed Intellectual Property and all Manufacturing Technology related to 

general manufacturing know-how that was owned, licensed, held, or controlled by a 

Respondent:

1. to research and Develop each Westlock Product(s) for marketing, distribution, or 

sale within the United States of America;

2. to use, make, have made, distribute, offer for sale, promote, advertise, or sell each 

Westlock Product(s) within the United States of America;

3. to import or export each Westlock Product(s) to or from the United States of 

America to the extent related to the marketing, distribution, or sale of the Westlock

Products in the United States of America; and

4. to have the Westlock Product(s) made anywhere in the world for distribution or sale 

within, or import into the United States of America; 

provided, however, that for any Product Licensed Intellectual Property or Manufacturing 

Technology that is the subject of a license from a Third Party entered into by a 

Respondent prior to the Acquisition, the scope of the rights granted hereunder shall only 

be required to be equal to the scope of the rights granted by the Third Party to that 

Respondent.

HHH. “Westlock Production Facility” means all assets comprising the facility located at 280 

North Midland Ave, Saddle Brook, New Jersey 07663, including, without limitation, all 

of the following: real estate; buildings; warehouses; structures; Manufacturing 

Equipment; other equipment; machinery; tools; spare parts; personal property; furniture; 

fixtures; supplies associated with the facility; and other tangible property, owned, leased 

or operated on or behalf of Pentair and located at the address above.

III. “Westlock Releasee(s)” means the following Persons:

1. the Acquirer; 

2. any Person controlled by or under common control with the Acquirer; 

3. licensees, sublicensees, manufacturers, suppliers, distributors, and customers of the

Acquirer, or of such Acquirer-affiliated entities.
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JJJ. “Westlock Switch Box Product” means any Westlock Product Developed, in 

Development, marketed or sold within the five (5) year period immediately preceding the 

Closing Date that is a Switch Box Product.

II.

IT IS FURTHER ORDERED that:

A. Not later than ten (10) days after the Acquisition Date, Respondents shall divest the 

Westlock Assets and grant the Westlock Product License, absolutely and in good faith, to 

Crane pursuant to, and in accordance with, the Westlock Divestiture Agreements (which 

agreements shall not limit or contradict, or be construed to limit or contradict, the terms 

of this Order, it being understood that this Order shall not be construed to reduce any 

rights or benefits of Crane or to reduce any obligations of Respondents under such 

agreements), and each such agreement, if it becomes a Remedial Agreement related to 

the Westlock Assets is incorporated by reference into this Order and made a part hereof; 

provided, however, that if Respondents have divested the Westlock Assets to Crane prior 

to the Order Date, and if, at the time the Commission determines to make this Order final 

and effective, the Commission notifies Respondents that Crane is not an acceptable 

purchaser of any of the Westlock Assets, then Respondents shall immediately rescind the 

transaction with Crane, in whole or in part, as directed by the Commission, and shall 

divest the Westlock Assets within one hundred eighty (180) days after the Order Date, 

absolutely and in good faith, at no minimum price, to an Acquirer that receives the prior 

approval of the Commission, and only in a manner that receives the prior approval of the 

Commission;

provided further, however, that if Respondents have divested the Westlock Assets to 

Crane prior to the Order Date, and if, at the time the Commission determines to make this 

Order final and effective, the Commission notifies Respondents that the manner in which 

the divestiture was accomplished is not acceptable, the Commission may direct 

Respondents, or appoint a Divestiture Trustee, to effect such modifications to the manner 

of divestiture of the Westlock Assets to Crane (including, but not limited to, entering into 

additional agreements or arrangements) as the Commission may determine are necessary 

to satisfy the requirements of this Order.

B. Prior to the Closing Date, Respondents shall provide the Acquirer with the opportunity to 

review all contracts or agreements that are Product Contracts for the purposes of the 

Acquirer’s determination whether to assume such contracts or agreements.

C. Prior to the Closing Date, Respondents shall secure all consents and waivers from all 

Third Parties that are necessary to permit Respondents to divest the Westlock Assets to 

the Acquirer, and to permit the Acquirer to continue Westlock’s Business;
21

provided, however, Respondents may satisfy this requirement by certifying that the 

Acquirer has executed all such agreements directly with each of the relevant Third 

Parties. 

D. Respondents shall:

1. submit to the Acquirer, at Respondents’ expense, all Confidential Business 

Information;

2. deliver all Confidential Business Information to the Acquirer:

a. in good faith; 

b. in a timely manner, i.e., as soon as practicable, avoiding any delays in 

transmission of the respective information; and 

c. in a manner that ensures its completeness and accuracy and that fully 

preserves its usefulness;

3. pending complete delivery of all such Confidential Business Information to the 

Acquirer, provide the Acquirer and the Monitor (if any has been appointed) with 

access to all such Confidential Business Information and employees who possess or 

are able to locate such information for the purposes of identifying the books, 

records, and files directly related to Westlock’s Business that contain such 

Confidential Business Information and facilitating the delivery in a manner 

consistent with this Order;

4. not use, directly or indirectly, any such Confidential Business Information other 

than as necessary to comply with the following: 

a. the requirements of this Order; 

b. Respondents’ obligations to the Acquirer under the terms of any related 

Remedial Agreement; or

c. applicable Law; 

5. not disclose or convey any Confidential Business Information, directly or indirectly, 

to any Person except (i) the Acquirer, (ii) other Persons specifically authorized by 

that Acquirer or staff of the Commission to receive such information, (iii) the 

Commission, or (iv) the Monitor (if any has been appointed) and except to the 

extent necessary to comply with applicable Law; and

6. after the delivery of the Confidential Business Information to the Acquirer and upon 

the request of the Acquirer, destroy any copies of Confidential Business 

Information (other than electronic copies of Confidential Business Information 

created as a result of automatic back-up procedures) within thirty (30) days of such 

request except as otherwise agreed to between the Respondent(s) and the Acquirer

or to the extent necessary to comply with applicable Law.

E. Respondents shall provide, or cause to be provided, to the Acquirer in a manner 

consistent with the Technology Transfer Standards the following: 
22

1. all Manufacturing Technology (including all related intellectual property); and 

2. all rights to all Manufacturing Technology (including all related intellectual

property) that is owned by a Third Party and licensed to a Respondent.

Respondents shall obtain any consents from Third Parties required to comply with this 

provision. Respondents shall not enforce any agreement against a Third Party or an 

Acquirer to the extent that such agreement may limit or otherwise impair the ability of 

that Acquirer to use or to acquire from the Third Party the Manufacturing Technology

(including all related intellectual property). Such agreements include, but are not 

limited to, agreements with respect to the disclosure of Confidential Business 

Information related to such Manufacturing Technology. Not later than ten (10) days 

after the Closing Date, Respondents shall grant a release to each Third Party that is

subject to such agreements that allows the Third Party to provide the relevant 

Manufacturing Technology to the Acquirer. Within five (5) days of the execution of 

each such release, Respondents shall provide a copy of the release to the Acquirer.

F. Respondent Emerson shall designate employees of Respondent Emerson knowledgeable 

about the accounts receivable, accounts payable, internal and external auditing functions, 

tax, legal, treasury, payroll, benefits administration, information technology systems and 

support and human resources management of Westlock to provide services and assistance 

to the Acquirer, in the transfer and integration of the Business of Westlock into the 

Acquirer’s business and for a time sufficient to enable the Acquirer to integrate and 

perform these functions independently of Respondent Emerson. Such services and 

assistance shall be provided by Respondent Emerson to the Acquirer at no greater than 

Direct Cost.

G. Respondents shall require, as a condition of continued employment post-divestiture of the 

Westlock Assets, that each employee that has had responsibilities related to the marketing 

or sales of the Westlock Products within the one (1) year period prior to the Closing Date 

and each employee that has responsibilities related to the marketing or sales of those 

Retained Products that perform the same or similar functions as the Westlock Products, in 

each case who have or may have had access to Confidential Business Information, and 

the direct supervisor(s) of any such employee sign a confidentiality agreement pursuant 

to which that employee shall be required to maintain all Confidential Business 

Information related to the Westlock Products as strictly confidential, including the 

nondisclosure of that information to all other employees, executives, or other personnel 

of the Respondents (other than as necessary to comply with the requirements of this 

Order). 

H. Not later than thirty (30) days after the Closing Date, each Respondent shall provide 

written notification of the restrictions on the use and disclosure of the Confidential 

Business Information related to the Westlock Products by that Respondent’s personnel to 

all of its employees who (i) may be in possession of such Confidential Business 

Information or (ii) may have access to such Confidential Business Information. Each 

Respondent shall give the above-described notification by e-mail with return receipt 

requested or similar transmission, and keep a file of those receipts for one (1) year after 
23

the Closing Date. Each Respondent shall provide a copy of the notification to the 

relevant Acquirer. Each Respondent shall maintain complete records of all such 

notifications at that Respondent’s registered office within the United States and shall 

provide an officer’s certification to the Commission affirming the implementation of, and

compliance with, the acknowledgement program. Each Respondent shall provide the 

relevant Acquirer with copies of all certifications, notifications, and reminders sent to that 

Respondent’s personnel.

I. Respondents shall: 

1. for a period of twelve (12) months after the Closing Date, provide the Acquirer with 

the opportunity to enter into employment contracts with the Westlock Core

Employees. Each of these periods is hereinafter referred to as the “Westlock Core

Employee Access Period(s);”

2. not later than the earlier of the following dates: (i) ten (10) days after notice by 

staff of the Commission to the relevant Respondent to provide the Product 

Employee Information; or (ii) ten (10) days after written request by an Acquirer, 

provide that Acquirer or Proposed Acquirer(s) with the Product Employee 

Information related to the Westlock Core Employees. Failure by that Respondent

to provide the Product Employee Information for any Westlock Core Employee 

within the time provided herein shall extend the Westlock Core Employee Access 

Period(s) with respect to that employee in an amount equal to the delay; provided, 

however, that the provision of such information may be conditioned upon the 

Acquirer’s or Proposed Acquirer’s written confirmation that it will (i) treat the 

information as confidential and, more specifically, (ii) use the information solely in 

connection with considering whether to provide, or providing to Westlock Core

Employees the opportunity to enter into employment contracts during the Westlock 

Core Employee Access Period, and (iii) restrict access to the information to such of 

the Acquirer’s or Proposed Acquirer’s employees who need such access in 

connection with the specified and permitted use;

3. during the Westlock Core Employee Access Period(s), not interfere with the hiring 

or employing by that Acquirer of the Westlock Core Employees and remove any 

impediments within the control of a Respondent that may deter these employees 

from accepting employment with that Acquirer, including, but not limited to, any 

noncompete or nondisclosure provision of employment with respect to a Westlock 

Product or other contracts with a Respondent that would affect the ability or 

incentive of those individuals to be employed by that Acquirer. In addition, a 

Respondent shall not make any counteroffer to any Westlock Core Employee who 

has received a written offer of employment from the Acquirer;

provided, however, that, subject to the conditions of continued employment prescribed 

in this Order, this Paragraph shall not prohibit a Respondent from continuing to 

employ any Westlock Core Employee under the terms of that employee’s employment 

with a Respondent prior to the date of the written offer of employment from the 

Acquirer to that employee;
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4. until the Closing Date, provide all Westlock Core Employees with reasonable 

financial incentives to continue in their positions and to research, Develop, 

manufacture, market and/or sell the Westlock Product(s) consistent with past 

practices and/or as may be necessary to preserve the marketability, viability, and 

competitiveness of Westlock’s Business and to ensure successful execution of the 

pre-Acquisition plans for the Westlock Product(s). Such incentives shall include a 

continuation of all employee compensation and benefits offered by a Respondent

until the Closing Date(s) for the divestiture of the Westlock Assets has occurred, 

including regularly scheduled raises, bonuses, and vesting of pension benefits (as 

permitted by Law); 

provided, however, that this Paragraph does not require nor shall be construed to 

require a Respondent to terminate the employment of any employee or to prevent a 

Respondent from continuing to employ the Westlock Core Employees in connection 

with the Acquisition; and

5. for a period of one (1) year after the Closing Date, not: (i) directly or indirectly 

solicit or otherwise attempt to induce any employee of the Acquirer with any 

amount of responsibility related to a Westlock Product (“Westlock Product

Employee”) to terminate his or her employment relationship with the Acquirer; or 

(ii) hire any Westlock Product Employee; 

provided, however, a Respondent may hire any former Westlock Product Employee 

whose employment has been terminated by the Acquirer or who independently applies 

for employment with that Respondent, as long as that employee was not solicited in 

violation of the nonsolicitation requirements contained herein; 

provided further, however, that a Respondent may do the following: (i) advertise for 

employees in newspapers, trade publications, or other media not targeted specifically 

at the Westlock Product Employees; or (ii) hire a Westlock Product Employee who 

contacts a Respondent on his or her own initiative without any direct or indirect 

solicitation or encouragement from that Respondent.

J. Until Respondents complete the divestitures required by this Order and fully provide, or 

cause to be provided, the Manufacturing Technology related to each Westlock Product to 

the Acquirer:

1. Respondents shall take actions as are necessary to: 

a. maintain the full economic viability and marketability of the Businesses 

associated with that Westlock Product;

b. minimize any risk of loss of competitive potential for that Business;

c. prevent the destruction, removal, wasting, deterioration, or impairment of 

any of the assets related to that Westlock Product;
25

d. ensure the assets related to each Westlock Product are provided to the 

Acquirer in a manner without disruption, delay, or impairment of the 

Product Approval and Certification processes related to the Business

associated with each Westlock Product;

e. ensure the completeness of the transfer and delivery of the Manufacturing 

Technology; and

2. Respondents shall not sell, transfer, encumber, or otherwise impair the Westlock 

Assets (other than in the manner prescribed in this Order), nor take any action that 

lessens the full economic viability, marketability, or competitiveness of Westlock’s 

Business.

K. After the Closing Date, Respondents shall not, in the United States of America:

1. use any of the Trademarks related to Westlock Products or any mark confusingly 

similar to the Trademarks as a trademark, tradename, or service mark except as 

may be necessary to sell stocks of Westlock Products in existence as of the 

Acquisition Date;

2. attempt to register the Trademarks;

3. attempt to register any mark confusingly similar to the Trademarks;

4. challenge or interfere with an Acquirer’s use and registration of the Trademarks; or

5. challenge or interfere with an Acquirer’s efforts to enforce its trademark 

registrations for and trademark rights in the relevant Trademarks against Third 

Parties.

L. Respondents shall not join, file, prosecute, or maintain any suit, in law or equity, against 

an Acquirer or the Westlock Releasee(s):

1. under any Patent owned by or licensed to a Respondent as of the day after the 

Acquisition Date that claims any of the following:

a. a valve position monitor;

b. a method or device for making, using, or controlling a valve position 

monitor; or 

c. a method or device for monitoring, indicating, or communicating the 

position of a valve; or

2. under any Patent that was filed or in existence on or before the Acquisition Date 

that is acquired by or licensed to a Respondent at any time after the Acquisition 

Date that claims any of the following:

a. a valve position monitor;

b. a method or device for making, using, or controlling a valve position 

monitor;
26

c. a method or device for monitoring, indicating, or communicating the 

position of a valve;

if such suit would have the potential directly to limit or interfere with that Acquirer’s 

freedom to practice the following: (i) the research, Development, or manufacture 

anywhere in the world of a Westlock Switch Box Product for the purposes of marketing,

sale, or offer for sale within the United States of America of such Westlock Switch Box 

Product(s); or (ii) the import, export, use, supply, distribution, sale, or offer for sale of the 

Westlock Switch Box Product(s) into, from, or within the United States of America. 

Respondents shall also covenant to the Acquirer that as a condition of any assignment or 

license from Respondents to a Third Party of the above-described Patents, the Third Party 

shall agree to provide a covenant whereby the Third Party covenants not to sue that 

Acquirer or the related Westlock Releasee(s) under such Patents, if the suit would have 

the potential directly to limit or interfere with that Acquirer’s freedom to practice the

following: (i) the research, Development, or manufacture anywhere in the world of the 

Westlock Switch Box Product(s) for the purposes of marketing, sale, or offer for sale 

within the United States of America of such Westlock Switch Box Product(s); or (ii) the 

import, export, use, supply, distribution, sale, or offer for sale of the Westlock Switch 

Box Product(s) into, from, or within the United States of America. The provisions of 

this Paragraph do not apply to any Patent owned by, acquired by, or licensed to or from a 

Respondent that claims inventions conceived by and reduced to practice after the 

Acquisition Date;

M. Upon reasonable written notice and request from an Acquirer to Respondents, 

Respondents shall provide, in a timely manner, at no greater than Direct Cost, assistance 

of knowledgeable employees of Respondents to assist that Acquirer to defend against, 

respond to, or otherwise participate in any litigation brought by a Third Party related to 

the Product Intellectual Property related to any of the Westlock Switch Box Product(s), if 

such litigation would have the potential to interfere with that Acquirer’s freedom to 

practice the following: (i) the research, Development, or manufacture anywhere in the

world of the Westlock Switch Box Product(s) for the purposes of marketing, sale, or offer 

for sale within the United States of America of such Westlock Switch Box Product(s); or 

(ii) the import, export, use, supply, distribution, sale, or offer for sale of the Westlock 

Switch Box Product(s) into, from, or within the United States of America. 

N. For any patent infringement suit filed prior to the Closing Date in which a Respondent is 

alleged to have infringed a Patent of a Third Party or any potential patent infringement

suit from a Third Party that a Respondent has prepared or is preparing to defend against 

as of the Closing Date, and where such a suit would have the potential directly to limit or 

interfere with the relevant Acquirer’s freedom to practice the following: (i) the research, 

Development, or manufacture anywhere in the world of the Westlock Switch Box 

Product(s) acquired for the purposes of marketing, sale, or offer for sale within the United 

States of America of such Westlock Switch Box Product(s); or (ii) the import, export, 

use, supply, distribution, sale, or offer for sale of the Westlock Switch Box Product(s) 

into, from, or within the United States of America, that Respondent shall:
27

1. cooperate with that Acquirer and provide any and all necessary technical and legal 

assistance, documentation, and witnesses from that Respondent in connection with 

obtaining resolution of any pending patent litigation related to that Westlock 

Switch Box Product;

2. waive conflicts of interest, if any, to allow that Respondent’s outside legal counsel 

to represent that Acquirer in any ongoing patent litigation related to that Westlock

Switch Box Product; and

3. permit the transfer to that Acquirer of all of the litigation files and any related 

attorney work product in the possession of that Respondent’s outside counsel 

related to that Westlock Switch Box Product.

O. The purpose of the divestiture of the Westlock Assets and the related obligations imposed 

on the Respondents by this Order is: 

1. to ensure the continued use of such assets for the purposes of the Business of 

Westlock within the United States of America;

2. to create a viable and effective competitor that is independent of Respondent

Emerson in the Business of the Switch Box Products within the United States of 

America; and

3. to remedy the lessening of competition resulting from the Acquisition as alleged in 

the Commission’s Complaint in a timely and sufficient manner.

III.

IT IS FURTHER ORDERED that:

A. At any time after the Respondents sign the Consent Agreement in this matter, the 

Commission may appoint a monitor (“Monitor”) to assure that the Respondents 

expeditiously comply with all of their obligations and perform all of their responsibilities 

as required by this Order, the Order to Maintain Assets, and the Remedial Agreements.

B. The Commission shall select the Monitor, subject to the consent of Respondent Emerson, 

which consent shall not be unreasonably withheld. If Respondent Emerson has not 

opposed, in writing, including the reasons for opposing, the selection of a proposed 

Monitor within ten (10) days after notice by the staff of the Commission to Respondent

Emerson of the identity of any proposed Monitor, Respondents shall be deemed to have 

consented to the selection of the proposed Monitor.

C. Not later than ten (10) days after the appointment of the Monitor, Respondent Emerson

shall execute an agreement that, subject to the prior approval of the Commission, confers 

on the Monitor all the rights and powers necessary to permit the Monitor to monitor each 

Respondent’s compliance with the relevant requirements of the Order in a manner 

consistent with the purposes of the Order.

D. If a Monitor is appointed, each Respondent shall consent to the following terms and 

conditions regarding the powers, duties, authorities, and responsibilities of the Monitor:
28

1. The Monitor shall have the power and authority to monitor each Respondent’s 

compliance with the divestiture and asset maintenance obligations and related 

requirements of the Order, and shall exercise such power and authority and carry 

out the duties and responsibilities of the Monitor in a manner consistent with the 

purposes of the Order and in consultation with the Commission.

2. The Monitor shall act in a fiduciary capacity for the benefit of the Commission.

3. The Monitor shall serve until the latter of:

a. the date of completion by Respondents of all Westlock Assets and the 

transfer of the Manufacturing Technology, Product Intellectual Property and 

Product Licensed Intellectual Property in a manner that fully satisfies the 

requirements of this Order;

b. the Acquirer has obtained all the Product Approvals and Certifications, with 

respect to each Westlock Switch Box Product;

c. the Acquirer is able to perform all of the accounts receivable, accounts 

payable, internal and external auditing functions, tax, legal, treasury, 

payroll, benefits administration, information technologies, and human 

resources management of Westlock that had, prior to the Closing Date, been 

performed by entities within Respondent Pentair or Respondent Emerson 

outside of Westlock Controls Corporation.

provided, however, that the Monitor’s service shall not extend more than four (4)

years after the Order Date unless the Commission decides to extend or modify 

this period as may be necessary or appropriate to accomplish the purposes of the 

Orders.

E. Subject to any demonstrated legally recognized privilege, the Monitor shall have full and 

complete access to each Respondent’s personnel, books, documents, records kept in the 

ordinary course of business, facilities, and technical information, and such other relevant 

information as the Monitor may reasonably request, related to that Respondent’s

compliance with its obligations under the Orders, including, but not limited to, its 

obligations related to the relevant assets. Each Respondent shall cooperate with any 

reasonable request of the Monitor and shall take no action to interfere with or impede the 

Monitor’s ability to monitor that Respondent’s compliance with the Orders.

F. The Monitor shall serve, without bond or other security, at the expense of Respondent

Emerson, on such reasonable and customary terms and conditions as the Commission 

may set. The Monitor shall have authority to employ, at the expense of Respondent

Emerson, such consultants, accountants, attorneys, and other representatives and 

assistants as are reasonably necessary to carry out the Monitor’s duties and 

responsibilities.
29

G. Each Respondent shall indemnify the Monitor and hold the Monitor harmless against any 

losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the 

performance of the Monitor’s duties, including all reasonable fees of counsel and other 

reasonable expenses incurred in connection with the preparations for, or defense of, any 

claim, whether or not resulting in any liability, except to the extent that such losses, 

claims, damages, liabilities, or expenses result from gross negligence, willful or wanton 

acts, or bad faith by the Monitor.

H. Each Respondent shall report to the Monitor in accordance with the requirements of this 

Order and as otherwise provided in any agreement approved by the Commission. The 

Monitor shall evaluate the reports submitted to the Monitor by a Respondent, and any 

reports submitted by each Acquirer with respect to the performance of a Respondent’s

obligations under the Order or the Remedial Agreement(s). Within thirty (30) days after

the date the Monitor receives these reports, the Monitor shall report in writing to the 

Commission concerning performance by a Respondent of its obligations under the Order;

I. Each Respondent may require the Monitor and each of the Monitor’s consultants, 

accountants, attorneys, and other representatives and assistants to sign a customary 

confidentiality agreement; provided, however, that such agreement shall not restrict the 

Monitor from providing any information to the Commission.

J. The Commission may, among other things, require the Monitor and each of the Monitor’s 

consultants, accountants, attorneys, and other representatives and assistants to sign an 

appropriate confidentiality agreement related to Commission materials and information 

received in connection with the performance of the Monitor’s duties.

K. If the Commission determines that the Monitor has ceased to act or failed to act 

diligently, the Commission may appoint a substitute Monitor in the same manner as 

provided in this Paragraph.

L. The Commission may on its own initiative, or at the request of the Monitor, issue such 

additional orders or directions as may be necessary or appropriate to assure compliance 

with the requirements of the Order.

M. The Monitor appointed pursuant to this Order may be the same Person appointed as a 

Divestiture Trustee pursuant to the relevant provisions of this Order.

IV.

IT IS FURTHER ORDERED that:

A. If the Respondents have not fully complied with the obligations to assign, grant, license, 

divest, transfer, deliver, or otherwise convey the Westlock Assets as required by this 

Order, the Commission may appoint a trustee (“Divestiture Trustee”) to assign, grant, 

license, divest, transfer, deliver, or otherwise convey these assets in a manner that 

satisfies the requirements of this Order. In the event that the Commission or the 

Attorney General brings an action pursuant to § 5(l) of the Federal Trade Commission 

Act, 15 U.S.C. § 45(l), or any other statute enforced by the Commission, Respondents
30

shall consent to the appointment of a Divestiture Trustee in such action to assign, grant, 

license, divest, transfer, deliver, or otherwise convey these assets. Neither the 

appointment of a Divestiture Trustee nor a decision not to appoint a Divestiture Trustee 

under this Paragraph shall preclude the Commission or the Attorney General from 

seeking civil penalties or any other relief available to it, including a court-appointed 

Divestiture Trustee, pursuant to § 5(l) of the Federal Trade Commission Act, or any other 

statute enforced by the Commission, for any failure by a Respondent to comply with this 

Order.

B. The Commission shall select the Divestiture Trustee, subject to the consent of 

Respondents, which consent shall not be unreasonably withheld. The Divestiture 

Trustee shall be a Person with experience and expertise in acquisitions and divestitures. 

If Respondent has not opposed, in writing, including the reasons for opposing, the 

selection of any proposed Divestiture Trustee within ten (10) days after notice by the staff 

of the Commission to Respondent of the identity of any proposed Divestiture Trustee, 

Respondents shall be deemed to have consented to the selection of the proposed 

Divestiture Trustee.

C. Not later than ten (10) days after the appointment of a Divestiture Trustee, Respondents

shall execute a trust agreement that, subject to the prior approval of the Commission, 

transfers to the Divestiture Trustee all rights and powers necessary to permit the 

Divestiture Trustee to effect the divestiture required by this Order.

D. If a Divestiture Trustee is appointed by the Commission or a court pursuant to this 

Paragraph, Respondents shall consent to the following terms and conditions regarding the 

Divestiture Trustee’s powers, duties, authority, and responsibilities:

1. Subject to the prior approval of the Commission, the Divestiture Trustee shall have 

the exclusive power and authority to assign, grant, license, divest, transfer, deliver,

or otherwise convey the assets that are required by this Order to be assigned, 

granted, licensed, divested, transferred, delivered, or otherwise conveyed.

2. The Divestiture Trustee shall have one (1) year after the date the Commission 

approves the trust agreement described herein to accomplish the divestiture, which 

shall be subject to the prior approval of the Commission. If, however, at the end of 

the one (1) year period, the Divestiture Trustee has submitted a plan of divestiture 

or the Commission believes that the divestiture(s) can be achieved within a 

reasonable time, the divestiture period may be extended by the Commission;

provided, however, the Commission may extend the divestiture period only two (2) 

times.

3. Subject to any demonstrated legally recognized privilege, the Divestiture Trustee 

shall have full and complete access to the personnel, books, records, and facilities 

related to the relevant assets that are required to be assigned, granted, licensed, 

divested, delivered, or otherwise conveyed by this Order and to any other relevant 

information as the Divestiture Trustee may request. Respondents shall develop 

such financial or other information as the Divestiture Trustee may request and shall 
31

cooperate with the Divestiture Trustee. Respondents shall take no action to 

interfere with or impede the Divestiture Trustee’s accomplishment of the 

divestiture(s). Any delays in divestiture caused by a Respondent shall extend the 

time for divestiture under this Paragraph in an amount equal to the delay, as 

determined by the Commission or, for a court-appointed Divestiture Trustee, by the 

court.

4. The Divestiture Trustee shall use commercially reasonable efforts to negotiate the 

most favorable price and terms available in each contract that is submitted to the 

Commission, subject to Respondents’ absolute and unconditional obligation to 

divest expeditiously and at no minimum price. The divestiture(s) shall be made in 

the manner and to an Acquirer as required by this Order; provided, however, if the 

Divestiture Trustee receives bona fide offers from more than one acquiring Person, 

and if the Commission determines to approve more than one such acquiring Person, 

the Divestiture Trustee shall divest to the acquiring Person selected by Respondents

from among those approved by the Commission; provided further, however, that 

Respondents shall select such Person within five (5) days after receiving 

notification of the Commission’s approval.

5. The Divestiture Trustee shall serve, without bond or other security, at the cost and 

expense of Respondents, on such reasonable and customary terms and conditions as 

the Commission or a court may set. The Divestiture Trustee shall have the 

authority to employ, at the cost and expense of Respondents, such consultants, 

accountants, attorneys, investment bankers, business brokers, appraisers, and other 

representatives and assistants as are necessary to carry out the Divestiture Trustee’s 

duties and responsibilities. The Divestiture Trustee shall account for all monies 

derived from the divestiture and all expenses incurred. After approval by the 

Commission of the account of the Divestiture Trustee, including fees for the 

Divestiture Trustee’s services, all remaining monies shall be paid at the direction of 

Respondents, and the Divestiture Trustee’s power shall be terminated. The 

compensation of the Divestiture Trustee shall be based at least in significant part on 

a commission arrangement contingent on the divestiture of all of the relevant assets 

that are required to be divested by this Order.

6. Respondents shall indemnify the Divestiture Trustee and hold the Divestiture 

Trustee harmless against any losses, claims, damages, liabilities, or expenses 

arising out of, or in connection with, the performance of the Divestiture Trustee’s 

duties, including all reasonable fees of counsel and other expenses incurred in 

connection with the preparation for, or defense of, any claim, whether or not 

resulting in any liability, except to the extent that such losses, claims, damages, 

liabilities, or expenses result from gross negligence, willful or wanton acts, or bad 

faith by the Divestiture Trustee.
32

7. The Divestiture Trustee shall have no obligation or authority to operate or maintain 

the relevant assets required to be divested by this Order; provided, however, that 

the Divestiture Trustee appointed pursuant to this Paragraph may be the same 

Person appointed as Monitor pursuant to the relevant provisions of this Order or the 

Order to Maintain Assets in this matter.

8. The Divestiture Trustee shall report in writing to Respondents and to the 

Commission every sixty (60) days concerning the Divestiture Trustee’s efforts to 

accomplish the divestiture.

9. Respondents may require the Divestiture Trustee and each of the Divestiture 

Trustee’s consultants, accountants, attorneys, and other representatives and 

assistants to sign a customary confidentiality agreement; provided, however, that 

such agreement shall not restrict the Divestiture Trustee from providing any 

information to the Commission. 

E. The Commission may, among other things, require the Divestiture Trustee and each of 

the Divestiture Trustee’s consultants, accountants, attorneys, and other representatives 

and assistants to sign an appropriate confidentiality agreement related to Commission 

materials and information received in connection with the performance of the Divestiture 

Trustee’s duties.

F. If the Commission determines that a Divestiture Trustee has ceased to act or failed to act 

diligently, the Commission may appoint a substitute Divestiture Trustee in the same 

manner as provided in this Paragraph.

G. The Commission or, in the case of a court-appointed Divestiture Trustee, the court, may 

on its own initiative or at the request of the Divestiture Trustee issue such additional 

orders or directions as may be necessary or appropriate to accomplish the divestiture(s)

required by this Order.

V.

IT IS FURTHER ORDERED that, in addition to any other requirements and 

prohibitions relating to Confidential Business Information in this Order, each Respondent shall 

assure that its own counsel (including its own in-house counsel under appropriate confidentiality 

arrangements) shall not retain unredacted copies of documents or other materials provided to an 

Acquirer (other than electronic copies created as a result of automatic back-up procedures) or 

access original documents provided to an Acquirer, except under circumstances where copies of 

documents are insufficient or otherwise unavailable, and for the following purposes:

A. to assure such Respondent’s compliance with any Remedial Agreement, this Order, any 

Law (including, without limitation, any requirement to obtain regulatory licenses or 

approvals, and rules promulgated by the Commission), any data retention requirement of 

any applicable Government Entity, or any taxation requirements; or
33

B. to defend against, respond to, or otherwise participate in any litigation, investigation, 

audit, process, subpoena, or other proceeding relating to the divestiture or any other 

aspect of the Westlock Products or the assets and Businesses associated with those 

Westlock Products;

provided, however, that a Respondent may disclose such information as necessary for the 

purposes set forth in this Paragraph VII pursuant to an appropriate confidentiality order, 

agreement, or arrangement;

provided further, however, that pursuant to this Paragraph VII, a Respondent needing such 

access to original documents shall: (i) require those who view such unredacted documents 

or other materials to enter into confidentiality agreements with the relevant Acquirer (but 

shall not be deemed to have violated this requirement if that Acquirer withholds such

agreement unreasonably); and (ii) use best efforts to obtain a protective order to protect the 

confidentiality of such information during any adjudication.

VI.

IT IS FURTHER ORDERED that:

A. Any Remedial Agreement shall be deemed incorporated into this Order.

B. Any failure by a Respondent to comply with any term of such Remedial Agreement shall 

constitute a failure to comply with this Order. 

C. Respondents shall include in each Remedial Agreement related to each of the Westlock 

Products a specific reference to this Order, the remedial purposes thereof, and provisions 

to reflect the full scope and breadth of each Respondent’s obligation to the Acquirer 

pursuant to this Order.

D. No Respondent shall seek, directly or indirectly, pursuant to any dispute resolution 

mechanism incorporated in any Remedial Agreement, or in any agreement related to any 

of the Westlock Products, a decision the result of which would be inconsistent with the 

terms of this Order or the remedial purposes thereof.

E. No Respondent shall modify or amend any of the terms of any Remedial Agreement 

without the prior approval of the Commission, except as otherwise provided in Rule 

2.41(f)(5) of the Commission’s Rules of Practice and Procedure, 16 C.F.R. § 2.41(f)(5). 

Notwithstanding any term of the Remedial Agreement(s), any modification or 

amendment of any Remedial Agreement made without the prior approval of the 

Commission, or as otherwise provided in Rule 2.41(f)(5), shall constitute a failure to 

comply with this Order.
34

VII.

IT IS FURTHER ORDERED that:

A. Within five (5) days of the Acquisition Date, Respondent Emerson shall submit to the 

Commission a letter certifying the date on which the Acquisition Date occurred.

B. Within five (5) days of the Closing Date, Respondent Emerson shall submit to the 

Commission a letter certifying the date on which that particular divestiture occurred.

C. Within thirty (30) days after the Order Date, and every sixty (60) days thereafter until 

Respondent Emerson has (i) divested all Westlock Assets, (ii) fully provided the 

Manufacturing Technology, Product Intellectual Property and Product Licensed 

Intellectual Property to an Acquirer in a manner that fully satisfies the requirements of 

this Order, and (iii) completed its obligations to provide services and assistance to the 

Acquirer with respect to accounts receivable, accounts payable, internal and external 

auditing functions, tax, legal, treasury, payroll, benefits administration, information 

technologies, and human resources management of Westlock, Respondent Emerson shall 

submit to the Commission a verified written report setting forth in detail the manner and 

form in which it intends to comply, is complying, and has complied with these 

requirements of this Order. Respondent Emerson shall submit at the same time a copy 

of its report concerning compliance with this Order to the Monitor, if any Monitor has 

been appointed. Respondent Emerson shall include in its reports, among other things 

that are required from time to time, a full description of the efforts being made to comply 

with the relevant paragraphs of the Orders, including:

1. a detailed description of all substantive contacts, negotiations, or recommendations 

related to (i) the divestiture and transfer of all relevant assets and rights and (ii) 

transitional services being provided by Respondent Emerson to the Acquirer; and

2. a detailed description of the timing for the completion of such obligations.

D. One (1) year after the Order Date, annually for the next four (4) years on the anniversary 

of the Order Date, and at other times as the Commission may require, Respondents shall 

file a verified written report with the Commission setting forth in detail the manner and 

form in which it has complied and is complying with the Order. 

VIII.

IT IS FURTHER ORDERED that each Respondent shall notify the Commission at 

least thirty (30) days prior to:

A. any proposed dissolution of a Respondent; 

B. any proposed acquisition, merger, or consolidation of a Respondent; or 
35

C. any other change in a Respondent including, but not limited to, assignment and the 

creation or dissolution of subsidiaries, if such change might affect compliance obligations 

arising out of this Order.

IX.

IT IS FURTHER ORDERED that, for purposes of determining or securing compliance 

with this Order, and subject to any legally recognized privilege, and upon written request and 

upon five (5) days’ notice to a Respondent made to its principal United States offices, registered 

office of its United States subsidiary, or its headquarters address, that each Respondent shall, 

without restraint or interference, permit any duly authorized representative of the Commission:

A. access, during business office hours of that Respondent and in the presence of counsel, to 

all facilities and access to inspect and copy all books, ledgers, accounts, correspondence, 

memoranda, and all other records and documents in the possession or under the control of 

that Respondent related to compliance with this Order, which copying services shall be 

provided by that Respondent at the request of the authorized representative(s) of the 

Commission and at the expense of that Respondent; and

B. to interview officers, directors, or employees of that Respondent, who may have counsel 

present, regarding such matters.

X.

 IT IS FURTHER ORDERED that Respondent Pentair’s obligations under this Decision 

and Order, other than (i) the covenant not to sue an Acquirer under certain Patents contained in 

Paragraph II.L. of this Order and (ii) the provisions regarding employment contained in 

Paragraph II.I, shall terminate on the date on which all of the following have occurred:

A. Respondent Emerson has acquired over fifty (50) percent of the voting securities or 

equity interests of each of the Pentair Valves & Controls Subsidiaries;

B. the Westlock Assets are completely owned and controlled either by Respondent Emerson

or an Acquirer;

C. with respect to any Westlock Product or related Product Intellectual Property or 

Manufacturing Technology, that is owned or controlled by Respondent Pentair prior to 

the Acquisition, Respondent Pentair has:

1. transferred all rights and assets that were owned or controlled by Respondent 

Pentair prior to the Acquisition and necessary to effect the related divestitures to 

either Respondent Emerson or the Acquirer;

2. transferred or otherwise provided all rights, assets or other resources that were

owned or controlled by Respondent Pentair prior to the Acquisition and necessary 

for Respondent Emerson to provide the services and assistance to the Acquirer 

described in Paragraph II.F. to Respondent Emerson; and
36

3. secured all consents and waivers from all Third Parties that are necessary to divest 

the Westlock Assets to an Acquirer or certified that the Acquirer has executed all 

such agreements directly with each of the relevant Third Parties;

D. with respect to any Product Licensed Intellectual Property, Respondent Pentair has 

granted or otherwise provided the rights to use such intellectual property either directly to 

the Acquirer, or to Emerson for the purposes of providing such rights to the Acquirer; and

E. Respondent Pentair certifies to the Commission that all of the above-described 

acquisitions and transfers have occurred and all of the above-described consents and 

waivers from Third Parties have been provided to the Acquirer.

XI.

IT IS FURTHER ORDERED that this Order shall terminate on the date ten (10) years 

after the Order Date.

By the Commission. 

Donald S. Clark

Secretary

SEAL:

ISSUED:
37

NON-PUBLIC APPENDIX I

ACQUISITION AGREEMENT

[Redacted From the Public Record Version, But Incorporated By Reference]
38

NON-PUBLIC APPENDIX II.A

AGREEMENTS RELATED TO THE DIVESTITURE

[Redacted From the Public Record Version, But Incorporated By Reference]