Exhibit 10.5


 


RESTRICTED STOCK AWARD
AGREEMENT


FOR COMPANY EMPLOYEES


 


UNDER THE WATTS WATER
TECHNOLOGIES, INC.


2004 STOCK INCENTIVE PLAN


 


Name of Grantee:                                    


No. of Shares:                                          


Grant Date:                                                   


 


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 a Restricted Stock Award (an “Award”) to the Grantee named
above.  The Grantee shall receive the
number of shares of Class A Common Stock, par value $.10 per share (the “Stock”)
of the Company specified above, subject to the restrictions and conditions set
forth herein and in the Plan.


 


1.             Acceptance
of Award.  The Grantee shall have no
rights with respect to this Award unless he or she shall have accepted this
Award by signing and delivering to the Company a copy of this Award
Agreement.  Upon acceptance of this Award
by the Grantee, (i) the shares of Restricted Stock so accepted shall be issued
by the Company and held by the Company’s transfer agent in book entry form in a
restricted account until such Restricted Stock is vested as provided in
Paragraph 3 below, (ii) the Grantee shall deliver to the Company a stock power
endorsed in blank, and (iii) the Grantee’s name shall be entered as the
stockholder of record on the books of the Company.  Thereupon, the Grantee shall have all the
rights of a shareholder with respect to such shares, including voting and
dividend rights, subject, however, to the restrictions and conditions specified
in Paragraph 2 below.


 


2.             Restrictions
and Conditions.


 


(a)           As set forth in Paragraph 1, the book
entries representing the shares of Restricted Stock granted herein shall bear
an appropriate legend, as determined by the Administrator in its sole
discretion, to the effect that such shares are subject to restrictions as set
forth herein and in the Plan.


 


(b)           Shares of Restricted Stock granted
herein may not be sold, assigned, transferred, pledged or otherwise encumbered
or disposed of by the Grantee prior to vesting.


 


(c)           If the Grantee’s employment with the
Company and its Subsidiaries is voluntarily or involuntarily terminated for any
reason (other than death or disability) prior to vesting of shares of
Restricted Stock granted herein, the unvested shares of Restricted Stock shall
be immediately forfeited upon termination of employment.


 


3.             Vesting
of Restricted Stock.  The
restrictions and conditions in Paragraph 2 of this Agreement shall lapse
on                              
[third anniversary of Grant Date] (the “Vesting Date”).  Subsequent to such Vesting Date, the shares
of Stock shall no longer be deemed


 





















 


Restricted Stock.  Notwithstanding
the foregoing, if the Grantee’s employment is terminated by reason of death or
disability (as determined by the Administrator) prior to the vesting of shares
of Restricted Stock granted herein, the unvested shares of Restricted Stock
held by the Grantee shall become fully vested. 
The Administrator may at any time accelerate the vesting of the Stock.


 


4.             Dividends.  Dividends on Shares of Restricted Stock shall
be paid currently to the Grantee.


 


5.             Incorporation
of Plan.  Notwithstanding anything
herein to the contrary, this Agreement 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.


 


6.             Limitations
on Transferability.  This Agreement
is personal to the Grantee, 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.


 


7.             Tax
Withholding.  The Grantee shall, not
later than the date as of which the receipt of this Award 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 Grantee may elect to have the required
minimum 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
Grantee 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
Agreement does not confer upon the Grantee any rights with respect to
continuation of employment by the Company or any Subsidiary.


 


	
   

  	
  WATTS WATER TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


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


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Grantee’s name and address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


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IRREVOCABLE
STOCK POWER


 


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto Watts Water Technologies, Inc.,                            shares of the Class A Common Stock, $0.10 par value, of
Watts Water Technologies, Inc., a Delaware corporation (the “Company”),  standing in the name of the undersigned on
the books of said Company, and does hereby irrevocably constitute and appoint                               
as his/her Attorney-in-Fact to transfer the said stock on the books of the
Company with full power of substitution in the premises.


 


IN WITNESS WHEREOF, the undersigned has caused this
power to be executed as of this         
day of                   ,
           .


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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