Exhibit 10.3


 


NON-QUALIFIED
STOCK OPTION AGREEMENT


FOR
COMPANY EMPLOYEES, NON-EMPLOYEE DIRECTORS


AND CONSULTANTS


 


UNDER
THE WATTS WATER TECHNOLOGIES, INC.


2004
STOCK INCENTIVE PLAN


 


	
  Name of Optionee:                                                                   

  
	
  No. of Option Shares:                                                             

  
	
  Option Exercise Price per Share:                                         

  
	
   

  	
  [min. 50% of FMV]

  
	
  Grant Date:                                                  

  
	
  Expiration Date:                                                  

  
	
   

  	
  [up to 10 years]

  
			



 


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

  	
  )%

  






 


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 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.


 


2





















 


(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 or Service.  If the
Optionee’s employment by or service with 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 or service
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 or service
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 or service
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 or service
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 or service 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 or
service 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


 


3





















 


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


 


6.             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.


 


7.             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.


 


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