Exhibit 10.30


 





 


  815 Chestnut Street · North Andover, MA · 01845-6098 · Tel. (978)
688-1811


 


December 15, 2009


 


Mr. Gregory Michaud


585
South Bradford Street


N.
Andover, MA  01845


 


Dear
Greg:


 


In
connection with the termination of your employment with Watts Water
Technologies, Inc.  (the “Company”)
on December 1, 2009, you are eligible to receive the listed severance
benefit described in the “Description of Severance Benefit” attached to this
letter agreement as Attachment A if you sign and return this letter agreement
to Kenneth R. Lepage by January 5, 2009  and
it becomes binding between you and the Company. 
By signing and returning this letter agreement and not revoking your
acceptance, you will be agreeing to the terms and conditions set forth in the numbered
paragraphs below, including the release of claims set forth in paragraph
3.  Therefore, you are advised to consult with an attorney before signing
this letter agreement and you have been given more than twenty-one (21) days to
do so.  If you sign this letter agreement, you may change your mind and
revoke your agreement during the seven (7) day period after you have
signed it.  If you do not so revoke, this letter agreement will become a
binding agreement between you and the Company upon the expiration of the seven (7) day
revocation period.


 


If
you choose not to sign and return this letter agreement by January 5, 2009  or if you timely revoke your acceptance in writing, you
will not receive any severance benefits from the Company.  You will,
however, receive payment on your Termination Date (as defined below)  for any wages and unused vacation time accrued through the
Termination Date (as defined below). 
Also, regardless of signing this letter agreement, you may elect to
continue receiving group sponsored health insurance pursuant to the federal “COBRA”
law, 29 U.S.C. § 1161 et seq.  You shall pay all
premium costs for “COBRA” on a monthly basis for as long as, and to the extent
that, you remain eligible for COBRA continuation.  You should consult the COBRA
materials to be provided by the Company for details regarding these
benefits.  All other benefits, including life insurance and long-term
disability insurance, will cease upon your Termination Date.


 


You
currently have vested stock options for purchase of 11,250 shares under the Company’s 2004 Stock
Incentive Plan. Pursuant to the Company’s 2004 Stock Incentive Plan, you will
have six (6) months from your Termination Date to exercise the options
that were issued under the 2004 Stock Incentive Plan and that are vested as of
your Termination Date. All unvested stock options will be cancelled and all
unvested shares of restricted stock will be forfeited to the Company on the
Termination Date.


 


Pursuant
to the terms of the Management Stock Purchase Plan, your non-vested restricted
stock units (RSUs) will be cancelled on the Termination Date and you will
receive a cash 


 

















 


payment
equal to the number of such non-vested RSUs multiplied by the lesser of (a) 67%
of the fair market value of the Company’s Class A Common Stock on the date
the RSUs were purchased plus simple interest per annum on such amount at the
one-year U.S. Treasury Bill rate (as published in the Wall Street Journal)
in effect on the purchase date and each anniversary thereof, or (b) the
fair market value of the Class A Common Stock on the Termination Date.
Your vested RSUs will be converted to shares of the Company’s Class A
Common Stock and issued to you. As a result of the American Jobs Creation Act
of 2004, because you are an officer of the Company, the distribution of this
cash payment for any unvested RSUs and the issuance of the shares underlying
your vested RSUs cannot be made until at least six months after the Termination
Date.


 


The
following numbered paragraphs set forth the terms and conditions that will
apply if you timely sign and return this letter agreement and do not revoke it
within the seven (7) day period:


 


1.               Termination Date — Your effective date of
termination from the Company was December 1, 2009 (the “Termination Date”).


 


2.               Description of Severance Benefit — The severance benefit
paid to you if you timely sign and return this letter agreement and do not
revoke your acceptance are described in the “Description of Severance Benefit”
attached as Attachment A (the “severance benefit”).  In connection with the severance benefit provided to you pursuant to this letter
agreement, the Company shall withhold and remit to the tax authorities the
amounts required under applicable law, and you shall be responsible for all
applicable taxes with respect to such severance benefits under applicable
law.  You acknowledge that you are not
relying upon advice or representation of the Company with respect to the tax
treatment of any of the severance benefits set forth in Attachment A.


 


3.               Release — In consideration of the payment of the severance
benefit, which you acknowledge you would not otherwise be entitled to receive,
you hereby fully, forever, irrevocably and unconditionally release, remise and
discharge the Company and its respective, officers, directors, stockholders,
corporate affiliates, subsidiaries, parent companies, agents and employees
(each in their individual and corporate capacities), and all employee benefit
plans and plan fiduciaries (collectively, the “Released Parties”) from any and
all claims, charges, complaints, demands, actions, causes of action, suits,
rights, debts, sums of money, costs, accounts, reckonings, covenants,
contracts, agreements, promises, doings, omissions, damages, executions,
obligations, liabilities and expenses (including attorneys’ fees and costs), of
every kind and nature that you ever had or now have against the Released
Parties, including, but not limited to, any and all claims arising out of your
employment with and/or separation from the Company, including, but not limited
to, all employment discrimination claims under Title VII of the Civil Rights
Act of 1964, 42 U.S.C. § 2000e et seq., the Age
Discrimination in Employment Act, 29 U.S.C. § 621 et seq.,
the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.,
the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.,
the Worker Adjustment and 


 

















 


Retraining
Notification Act (“WARN”), 29 U.S.C. § 2101 et. seq., Section 806
of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C.
1514(A), the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq.,
the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.,
the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C.
§ 1001 et seq., Executive Order 11246, and Executive
Order 11141, all as amended; all claims arising out of the Massachusetts Fair
Employment Practices Act., M.G.L. c. 151B, § 1 et seq.,
the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the
Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214,
§ 1C, the Massachusetts Labor and Industries Act, M.G.L. c. 149, §1 et seq.,
the Massachusetts Privacy Act, M.G.L. c. 214, § 1B, the Massachusetts
Maternity Leave Act, M.G.L. c. 149, § 105D, and the Massachusetts
Small Necessities Leave Act, M.G.L. c. 149, § 52D, all as amended; all common
law claims including, but not limited to, actions in tort, defamation and
breach of contract; all claims to any non-vested ownership interest in the
Company, contractual or otherwise, including, but not limited to, claims to
stock or stock options; and any claim or damage arising out of your employment
with and/or separation from the Company (including a claim for retaliation)
under any common law theory or any federal, state or local statute or ordinance
not expressly referenced above; provided, however, that nothing in this letter agreement; (a) prevents
you from filing, cooperating with or participating in any proceeding before the
EEOC or a state Fair Employment Practices Agency (except that you acknowledge
that you may not be able to recover any monetary benefits in connection with
any such claim, charge or proceeding); or (b) waives any rights you have
to receive your accrued benefits under the Company’s Pension Plan in accordance
with its respective terms.


 


4.               Non-Disclosure and Confidential Information — You agree
that you will keep confidential all non-public information concerning the
Company or any of the Released Parties that you acquired during the course of
your employment with the Company and all developments and inventions.  You further agree to comply with any
obligations regarding confidential information, non-solicitation,
non-competition and inventions set forth in any agreements previously entered
into by you with the Company or its predecessors. Such provisions and
obligations shall remain in effect notwithstanding this letter agreement and
the ending of your employment.  You
acknowledge that during the course of your employment with the Company you have
acquired knowledge of, and/or had access to, trade secrets, confidential and
proprietary information of the Company and of third parties which is subject to
confidentiality and other agreements by and between the Company and those third
parties (“Confidential Information”). 
Such Confidential Information, includes, but is not limited to:
financial and pricing information; business, research, and new product plans
and strategies; patent applications and invention disclosures; yields, designs,
efficiencies, and capacities of production methods, processes, facilities and
systems at the Company and its contractors; customer and vendor lists, key
contacts, habits, and product and purchasing plans; marketing information,
plans and strategies; 


 

















 


existing
and anticipated agreements with customers, vendors, and other third parties;
product design and related information; information regarding Company
employees, their projects, and their salaries, benefits and other personnel
information.  You agree that you will not
use or disclose to others any Confidential Information.


 


5.               Return of Company Property — You confirm that you have
returned to the Company in good working order all keys, files, records (and
copies thereof), equipment (including, but not limited to, computer hardware,
software and printers, wireless handheld devices, cellular phones and pagers),
Company identification, Company proprietary and confidential information and
any other Company -owned property in your possession or control and have left
intact all electronic Company documents, including, but not limited to, those
that you developed or helped to develop during your employment.  You
further confirm that you have cancelled all accounts for your benefit, if any,
in the Company’s name, including, but not limited to, credit cards, telephone
charge cards, cellular phone and/or pager accounts and computer accounts.


 


6.               Business Expenses and Compensation — You acknowledge that you
have been reimbursed by the Company for all business expenses incurred in
conjunction with the performance of your employment and that no other
reimbursements are owed to you.  You further acknowledge that you have
received payment in full for all services rendered in conjunction with your
employment by the Company and that no other compensation is owed to you.


 


7.               Cooperation - You agree to
make yourself available upon reasonable notice from the Company or its
attorneys to provide testimony as a witness through declarations, affidavits,
depositions or at a hearing or trial, and to work with the Company in
preparation for such event, and to cooperate with any other reasonable request
by the Company in connection with the investigation, defense or prosecution of
any mediation, arbitration, administrative hearing, or lawsuit to which the
Company is a party, currently pending or filed after the Termination Date.  If the Company so requests your cooperation
in connection with any legal matter then the Company agrees to pay for any
reasonable out-of-pocket expenses, such as economy class airfare or lodging,
that you incur in connection with assisting the Company, provided you notify
the Company in advance of what your reasonable expenses are expected to be and
receive prior written approval from the Company for such expenses.


 


8.               Non-Disparagement — To the extent permitted
by law, you understand and agree that as a condition for payment to you of the
severance benefits, you shall not make any false, disparaging or derogatory
statements in public or private to any person, entity or media outlet regarding
the Company or the Released Parties, or about the Company’s or the Released
Parties business affairs, practices, products, services, and financial
condition.


 

















 


9.               Non-Solicitation
of Employees - You agree that for a period of twelve (12) months
following the termination of your employment with the Company you shall not
directly or indirectly, personally or through others, solicit or attempt to
solicit (on your own behalf or on behalf of any other person or entity) the
employment or termination of any employee or consultant of the Company or any
of the Company’s parents, subsidiaries, or affiliates.  This provision shall not apply to employees
of the Company or of the Company’s parents, subsidiaries, or affiliates that
have been terminated for a period of six months or longer.


 


10.         Amendment — This letter agreement shall be binding upon the
parties and may not be abandoned, supplemented, changed or modified in any
manner, orally or otherwise, except by an instrument in writing of concurrent
or subsequent date signed by a duly authorized representative of the parties
hereto.  This letter agreement is binding upon and shall inure to the
benefit of the parties and their respective agents, assigns, heirs, executors,
successors and administrators.


 


11.         Waiver of Rights — No delay or omission by
the Company in exercising any right under this letter agreement shall operate
as a waiver of that or any other right.  A waiver or consent given by the
Company on any one occasion shall be effective only in that instance and shall
not be construed as a bar to or waiver of any right on any other occasion.


 


12.         Enforcement
and Consequences of Breach  - You agree that if you
assert any claim against the Company or any of the other Released Parties in
violation of the foregoing Release, or otherwise breach any provision of this
Release Agreement, then the Company shall be entitled to recover from me
damages flowing from such breach, you will not be entitled to any of the
severance benefits, and you will be liable for the costs and attorneys’ fees
that the Company and other Released Parties incur in any action arising as a
result of your breach, to the maximum extent permitted by law.  However, nothing in this letter Agreement
will interfere with your right to challenge the enforceability of this letter
agreement’s release of claims under the ADEA, and you shall not be required to
tender back payments made to you nor will you be liable for the costs and
attorneys’ fees that the Company and other Released Parties incur in connection
with a challenge by you of the foregoing release of claims under the ADEA.


 


13.         Validity — Should any provision of this letter agreement be
declared or be determined by any court of competent jurisdiction to be illegal
or invalid, the validity of the remaining parts, terms or provisions shall not
be affected thereby and said illegal or invalid part, term or provision shall
be deemed not to be a part of this letter agreement.


 

















 


14.         Confidentiality — To the extent permitted by law, you
understand and agree that the terms and contents of this letter agreement, and
the contents of the negotiations and discussions resulting in this letter
agreement, shall be maintained as confidential by you, your agents and your
representatives and none of the above shall be disclosed except to the extent
required by federal or state law or as otherwise agreed to in writing by an
authorized agent of the Company.


 


15.         Nature of Agreement — You  understand and agree that this letter
agreement is a severance agreement and does not constitute an admission of
liability or wrongdoing on the part of the Company.


 


16.         Acknowledgments — You acknowledge that you have been given
at least twenty-one (21) days to consider this letter agreement, including
Attachment A, and that the Company advised you in writing to consult with an
attorney of your own choosing prior to signing this letter agreement.  You
understand that you may revoke this letter agreement for a period of seven (7) days
after you sign it, and that this letter agreement shall not be effective or
enforceable until the expiration of this seven (7) day revocation
period.  You understand and agree that by entering into this letter
agreement you are waiving any and all rights or claims you might have under the
Age Discrimination in Employment Act, as amended by the Older Workers Benefit
Protection Act (“ADEA”).  You understand
and agree that such waiver and release of claims under the ADEA does not apply
to any rights or claims that may arise under the ADEA after the date of
execution of this letter agreement, and that nothing in this letter agreement
prohibits you from challenging the validity of this letter agreement’s waiver
and release of claims under the ADEA. 
You also understand and agree that you have received consideration
beyond that to which you were previously entitled.


 


17.         Voluntary Assent — You affirm that no other
promises or agreements of any kind have been made to or with you by any person
or entity whatsoever to cause you to sign this letter agreement, and that you
fully understand the meaning and intent of this letter agreement.  You
state and represent that you have had an opportunity to discuss fully and
review the terms of this letter agreement, including Attachment A, with an
attorney.  You further state and represent that you have carefully read
this letter agreement, including Attachment A, understand the contents herein,
freely and voluntarily assent to all of the terms and conditions hereof, and
sign your name of your own free act.


 


18.         Applicable Law and Consent to Jurisdiction — This letter
agreement shall be interpreted and construed by the laws of the Commonwealth of
Massachusetts, without regard to conflict of laws provisions.  You hereby
irrevocably submit to and acknowledge and recognize the jurisdiction of the
courts of the Commonwealth of Massachusetts, or if appropriate, a federal court
located in the Commonwealth of Massachusetts (which courts, for purposes of
this letter 


 

















 


agreement,
are the only courts of competent jurisdiction), over any suit, action or other proceeding
arising out of, under or in connection with this letter agreement or the
subject matter hereof.


 


19.         Entire Agreement — This letter agreement,
including Attachment A, contains and constitutes the entire understanding and
agreement between the parties hereto with respect to your severance benefits
and the settlement of claims against the Company, except as provided in
Paragraph 4 above, and cancels all previous oral and written negotiations,
agreements, commitments and writings in connection therewith.


 


If
you have any questions about the matters covered in this letter agreement,
please call Kenneth R. Lepage at 978-689-6234.


 


Very
truly yours,


 


Watts Water Technologies, Inc.


 


 


	
  By:

  	
  /s/
  Patrick S. O’Keefe

  	
   

  
	
   

  	
  Name:

  	
  Patrick
  S. O’Keefe

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  	
   

  



 


I hereby agree to the terms and conditions set forth above and in
Attachment A.  I have been given at least twenty-one (21) days to consider
this letter agreement (including Attachment A) and I have chosen to execute
this on the date below.  I have been advised to consult an attorney before
signing this letter agreement.  I
acknowledge that I have not relied on any representation or statement other
than those contained in this letter agreement. 
I intend that this letter agreement will become a binding agreement
between the Company and me if I do not revoke my acceptance in seven (7) days.


 


 


	
  /s/ Gregory Michaud

  	
   

  	
  12/16/09

  
	
  Gregory Michaud

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  To
  be returned by January 5, 2009

  	
   

  	
   

  



 

















 


ATTACHMENT
A


 


DESCRIPTION
OF SEVERANCE BENEFIT


 


1.          The Company will pay you $217,000, representing twelve (12)
months of your base salary, and $108,500, representing a discretionary bonus
for 2009 as determined by the Company, less all applicable taxes and
withholdings (the “Severance Pay”).  This Severance Pay will be paid in
one lump sum in accordance with the Company’s normal payroll practices, but in
no event earlier than the eighth (8th) day after execution, timely return, and
non-revocation of this letter agreement.


 


2.          Effective as of the Termination Date, if you elect to
continue receiving group health coverage pursuant to the federal “COBRA” law,
29 U.S.C. § 1161 et seq., for the period of time equivalent to the
number of months of severance you are being paid as referenced in paragraph 1
above, the Company shall pay the full share of the COBRA premium costs
associated with the medical and dental coverage you have elected.  The remaining balance of any premium costs,
and all premium costs after the period of time equivalent to the number of
months of severance you are being paid as referenced in paragraph 1 above,
shall be paid by you on a monthly basis for as long as, and to the extent that,
you remain eligible for COBRA continuation. 
You should consult the COBRA materials to be provided by the Company for
details regarding these benefits.


 


3.          The Company will provide you with six months of Career
Transition Services through Lee Hecht
Harrison (LHH) should you choose to participate in these outplacement
assistance services.  The use of
the outplacement services must occur within the ninety (90) days following your
Termination Date.  The cost of these
outplacement services will be paid by the Company directly to LHH in accordance
with the terms of the Company’s agreement with LHH.