Exhibit 10.6


 


RESTRICTED STOCK AWARD
AGREEMENT


FOR NON-EMPLOYEE
DIRECTORS


 


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
who is a Director of the Company but is not an officer or employee of the
Company.  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 service as a
director of the Company is terminated for any reason (other than death or
disability) prior to vesting of shares of Restricted Stock granted herein, the
shares of Restricted Stock that have not vested shall be immediately forfeited
upon termination of service as a director.


 


3.             Vesting
of Restricted Stock.  The
restrictions and conditions in Paragraph 2 of this Agreement shall lapse
on the Vesting Date or Dates specified in the following schedule.  If a


 





















 


series of Vesting Dates is specified, then the restrictions and conditions
in Paragraph 2 shall lapse only with respect to the number of shares of
Restricted Stock specified as vested on such date.


 


	
  Vesting Date

  	
   

  	
  Number of

  Shares of Restricted Stock Vested

  	
   

  	
  Cumulative Shares of

  Restricted Stock Vested

  	
   

  
	
                    

  	
   

  	
                    (33
  1/3

  	
  )%

  	
                    (33
  1/3

  	
  )%

  
	
                    

  	
   

  	
                    (33
  1/3

  	
  )%

  	
                    (66
  2/3

  	
  )%

  
	
                    

  	
   

  	
                    (33
  1/3

  	
  )%

  	
                    (100

  	
  )%

  



 


Subsequent to such
Vesting Date or Dates, the shares of Stock on which all restrictions and
conditions have lapsed shall no longer be deemed Restricted Stock.  Notwithstanding the foregoing, if the Grantee’s
service as a director 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 schedule specified in this
Paragraph 3.


 


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.             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 service as a director of 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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