Exhibit 10.2


 


INCENTIVE STOCK OPTION
AGREEMENT


 


UNDER THE WATTS WATER
TECHNOLOGIES, INC.

2004 STOCK INCENTIVE PLAN


 


	
  Name of Optionee:                                       

  
	
  No. of Option Shares:                                       

  
	
  Option Exercise Price per Share:                                                              

  
	
   

  	
  [FMV (110% of FMV if a 10% owner)]

  
	
  Grant Date:                                       

  
	
  Expiration Date:                                       

  
	
   

  	
  [up to 10 years (5 if a 10% owner)]

  
			



 


Pursuant to the
Watts Water Technologies, Inc. 2004 Stock Incentive Plan (the “Plan”) as
amended through the date hereof, Watts Water Technologies, Inc. (the “Company”)
hereby grants to the Optionee named above an option (the “Stock Option”) to
purchase on or prior to the Expiration Date specified above all or part of the
number of shares of Class A Common Stock, par value $.10 per share (the “Stock”)
of the Company specified above at the Option Exercise Price per Share specified
above subject to the terms and conditions set forth herein and in the Plan.


 


1.             Exercisability
Schedule.  No portion of this Stock
Option may be exercised until such portion shall have become exercisable.  Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 of the Plan) to
accelerate the exercisability schedule hereunder, this Stock Option shall be
exercisable with respect to the following number of Option Shares on the dates
indicated:


 


	
  Exercisability Date

  	
   

  	
  Number of

  Option Shares Exercisable*

  	
   

  	
  Cumulative

  Percentage Exercisable

  	
   

  
	
                   

  	
   

  	
                             (25

  	
  )%

  	
                             (25

  	
  )%

  
	
                   

  	
   

  	
                             (25

  	
  )%

  	
                             (50

  	
  )%

  
	
                   

  	
   

  	
                             (25

  	
  )%

  	
                             (75

  	
  )%

  
	
                   

  	
   

  	
                             (25

  	
  )%

  	
                             (100

  	
  )%

  



 










* Max. of $100,000 per yr.


 


Once exercisable,
this Stock Option shall continue to be exercisable at any time or times prior
to the close of business on the Expiration Date, unless the Stock Option is
terminated sooner as provided herein.


 





















 


2.             Manner
of Exercise.


 


(a)           The
Optionee may exercise this Stock Option only in the following manner:  from time to time on or prior to the
Expiration Date of this Stock Option, the Optionee may give written notice to
the Administrator of his or her election to purchase some or all of the Option
Shares purchasable at the time of such notice. 
This notice shall specify the number of Option Shares to be purchased.


 


Payment of the
purchase price for the Option Shares may be made by one or more of the
following methods:  (i) in cash, by
certified or bank check or other instrument acceptable to the Administrator;
(ii) through the delivery (or attestation to the ownership) of shares of
Stock that have been purchased by the Optionee on the open market or that have
been beneficially owned by the Optionee for at least six months and are not
then subject to any restrictions under any Company plan; (iii) by the
Optionee delivering to the Company a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the option
purchase price, provided that in the event the Optionee chooses to pay the
option purchase price as so provided, the Optionee and the broker shall comply
with such procedures and enter into such agreements of indemnity and other
agreements as the Administrator shall prescribe as a condition of such payment
procedure; or (iv) a combination of (i), (ii) and (iii) above.  Payment instruments will be received subject
to collection.


 


The delivery of
certificates representing the Option Shares will be contingent upon the Company’s
receipt from the Optionee of full payment for the Option Shares, as set forth
above and any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be purchased pursuant
to the exercise of Stock Options under the Plan and any subsequent resale of
the shares of Stock will be in compliance with applicable laws and
regulations.  In the event the Optionee
chooses to pay the purchase price by previously-owned shares of Stock through
the attestation method, the number of shares of Stock transferred to the
Optionee upon the exercise of the Stock Option shall be net of the shares
attested to.


 


(b)           Certificates
for the shares of Stock purchased upon exercise of this Stock Option shall be
issued and delivered to the Optionee upon compliance to the satisfaction of the
Administrator with all requirements under applicable laws or regulations in
connection with such issuance and with the requirements hereof and of the Plan.  The determination of the Administrator as to
such compliance shall be final and binding on the Optionee.  The Optionee shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Stock subject to this Stock Option unless and until this Stock Option shall
have been exercised pursuant to the terms hereof, the Company shall have issued
and delivered the shares to the Optionee, and the Optionee’s name shall have
been entered as the stockholder of record on the books of the Company.  Thereupon, the Optionee shall have full
voting, dividend and other ownership rights with respect to such shares of
Stock.


 


(c)           The
minimum number of shares with respect to which this Stock Option may be
exercised at any one time shall be 100 shares, unless the number of shares with
respect to which this Stock Option is being exercised is the total number of
shares subject to exercise under this Stock Option at the time.


 


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(d)           Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.


 


3.             Termination
of Employment.  If the Optionee’s
employment by the Company or a Subsidiary (as defined in the Plan) is
terminated, the period within which to exercise the Stock Option may be subject
to earlier termination as set forth below.


 


(a)           Termination
Due to Death.  If the Optionee’s
employment terminates by reason of death, any Stock Option held by the Optionee
shall become fully exercisable and may thereafter be exercised by the Optionee’s
legal representative or legatee for a period of 12 months from the date of
death or until the Expiration Date, if earlier.


 


(b)           Termination
Due to Disability.  If the Optionee’s
employment terminates by reason of disability (as determined by the
Administrator), any Stock Option held by the Optionee shall become fully
exercisable and may thereafter be exercised by the Optionee for a period of 12
months from the date of termination or until the Expiration Date, if earlier.


 


(c)           Termination
for Cause.  If the Optionee’s
employment terminates for Cause, any Stock Option held by the Optionee shall
terminate immediately and be of no further force and effect.  For purposes hereof, “Cause” shall mean a
vote by the Board resolving that the Optionee shall be dismissed as a result of
(i) any material breach by the Optionee of any agreement between the Optionee
and the Company; (ii) the indictment of the Optionee in connection with a
felony or a crime involving moral turpitude; or (iii) any material misconduct
or willful and deliberate non-performance (other than by reason of disability)
by the Optionee of the Optionee’s duties to the Company.


 


(d)           Other
Termination.  If the Optionee’s
employment terminates for any reason other than death, disability, or Cause,
and unless otherwise determined by the Administrator, any Stock Option held by
the Optionee may be exercised, to the extent exercisable on the date of
termination, for a period of six months from the date of termination or until
the Expiration Date, if earlier.  Any
Stock Option that is not exercisable upon the Optionee’s termination of
employment shall terminate immediately and be of no further force or effect.


 


The Administrator’s determination of the reason for
termination of the Optionee’s employment shall be conclusive and binding on the
Optionee and his or her representatives or legatees.


 


4.             Incorporation
of Plan.  Notwithstanding anything
herein to the contrary, this Stock Option shall be subject to and governed by
all the terms and conditions of the Plan, including the powers of the
Administrator set forth in Section 2(b) of the Plan.  Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified
herein.


 


5.             Limitations
on Transferability.  This Agreement
is personal to the Optionee, is non-assignable and is not transferable in any
manner, by operation of law or otherwise, other than by will or the laws of
descent and distribution.  This Stock
Option is exercisable, during the


 


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Optionee’s lifetime, only by the Optionee, and thereafter, only by the
Optionee’s legal representative or legatee.


 


6.             Status
of the Stock Option.  This Stock Option
is intended to qualify as an “incentive stock option” under Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”) if it is exercised while
the Optionee is an employee of the Company or within three months following
termination of employment for any reason other than death, disability or Cause,
but the Company does not represent or warrant that this Stock Option qualifies
as such.  The Optionee should consult
with his or her own tax advisors regarding the tax effects of this Stock Option
and the requirements necessary to obtain favorable income tax treatment under
Section 422 of the Code, including, but not limited to, holding period
requirements.  If the Optionee intends to
dispose or does dispose (whether by sale, gift, transfer or otherwise) of any
Option Shares within the one-year period beginning on the date after the
transfer of such shares to him or her, or within the two-year period beginning
on the day after the grant of this Stock Option, he or she will notify the
Company within 30 days after such disposition.


 


7.             Tax
Withholding.  The Optionee shall, not
later than the date as of which the exercise of this Stock Option becomes a
taxable event for Federal income tax purposes, pay to the Company or make
arrangements satisfactory to the Administrator for payment of any Federal,
state, and local taxes required by law to be withheld on account of such
taxable event.  The Optionee may elect to
have the minimum required tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued, or (ii) transferring to the Company, a number of shares of Stock with
an aggregate Fair Market Value that would satisfy the withholding amount due.


 


8.             Miscellaneous.


 


(a)           Notice
hereunder shall be given to the Company at its principal place of business, and
shall be given to the Optionee at the address set forth below, or in either
case at such other address as one party may subsequently furnish to the other
party in writing.


 


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(b)           This Stock
Option does not confer upon the Optionee any rights with respect to continuance
of employment by the Company or any Subsidiary.


 


	
   

  	
  WATTS WATER TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Optionee’s Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Optionee’s name and address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


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