Form of Xylem Enhanced Severance Pay Plan



 Exhibit 10.29 

ORIGINALLY EFFECTIVE AS OF 10/31/11 
 AMENDED AS OF MARCH 26, 2012 
 Form of Xylem Enhanced Severance Pay Plan

  

	1.	Purpose 

 The purpose of this
Xylem Enhanced Severance Pay Plan (“Plan”) is to assist in occupational transition by providing Severance Benefits, as defined herein, for employees covered by this Plan whose employment is terminated under conditions set forth in this
Plan. 
 The Plan first became effective as of October 31, 2011 following the spin-off of Xylem Inc. from ITT Corporation
(the “Predecessor Corporation”) on October 31, 2011. The Predecessor Corporation maintained a similar plan prior to the spin-off (the “Predecessor Plan”), and the Plan was created to continue service accruals under the
Predecessor Plan. The Plan shall remain in effect as provided in Section 9 hereof, and covered employees shall receive full credit for their service and participation with the Predecessor Corporation as provided in Section 5 hereof. The
Plan was modified on March 26, 2012 to reflect updated pension provisions for Section 5 and certain other technical updates. 
  

	2.	Covered Employees 

 Covered
employees under this Plan (“Employees”) are active full-time, regular salaried United States or Canadian citizen employees of Xylem Inc. (“Xylem”) and of any subsidiary company (“Xylem Subsidiary”) (including Employees
who are short term disabled, within the meaning of the Company’s short term disability benefit plans, as of a Potential Acceleration Event) (other than Employees receiving periodic severance payments as of a Potential Acceleration Event) who
are or were, at any time within the two year period immediately preceding the Employees’ Qualifying Termination primarily located at Xylem Inc. Corporate Headquarters (currently in White Plains, New York), and such other employees of the
Company who shall be designated as covered employees thereunder by the Chief Executive or the Senior Vice President, Chief Human Resources Officer of Xylem or a designee of such officers (“Authorized Officers or Designees”). No person who
is employed on a temporary, occasional or seasonal basis is eligible under this Plan. Additionally, executives covered by the Xylem Special Senior Executive Severance Pay Plan shall not be considered covered Employees under this Plan. 

After the occurrence of an Acceleration Event, the terms “Xylem”, “Xylem Subsidiary” and “Company” as used
herein shall also include, respectively and as the context requires any successor company to Xylem or any successor company to any Xylem Subsidiary and any affiliate of any such successor company. 








	3.	Definitions 

 An “Acceleration Event”
shall occur if: 
 (i) a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to
Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) disclosing that any person (within the meaning of Section 13(d) of the Act), other than Xylem or a subsidiary of Xylem or any employee benefit plan sponsored by
Xylem or a subsidiary of Xylem, is the beneficial owner directly or indirectly of twenty percent (20%) or more of the outstanding Common Stock $1 par value, of Xylem (the “Stock”); 

(ii) any person (within the meaning of Section 13(d) of the Act), other than Xylem or a subsidiary of Xylem, or any employee benefit
plan sponsored by Xylem or a subsidiary of Xylem, shall purchase shares pursuant to a tender offer or exchange offer to acquire any Stock of Xylem (or securities convertible into Stock) for cash, securities or any other consideration, provided that
after consummation of the offer, the person in question is the beneficial owner (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of twenty percent (20%) or more of the outstanding Stock of Xylem (calculated as
provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire Stock); 
 (iii) the
consummation of (A) any consolidation, business combination or merger involving Xylem, other than a consolidation, business combination or merger involving Xylem in which holders of Stock immediately prior to the consolidation, business
combination or merger (x) hold fifty percent (50%) or more of the combined voting power of Xylem (or the corporation resulting from the merger or consolidation or the parent of such corporation) after the merger and (y) have the same
proportionate ownership of common stock of Xylem (or the corporation resulting from the merger or consolidation or the parent of such corporation), relative to other holders of Stock immediately prior to the merger, business combination or
consolidation, immediately after the merger as immediately before, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of Xylem, 

(iv) there shall have been a change in a majority of the members of the Board of Directors of Xylem within a 12-month period unless
the election or nomination for election by Xylem’s stockholders of each new director during such 12-month period was approved by the vote of two-thirds of the directors then still in office who (x) were directors at the beginning of such
12-month period or (y) whose nomination for election or election as directors was recommended or approved by a majority of the directors who where directors at the beginning of such 12-month period or 

(v) any person (within the meaning of Section 13(d) of the Act) (other than Xylem or any subsidiary of Xylem or any employee
benefit plan (or related trust) sponsored by Xylem or a subsidiary of Xylem) becomes the beneficial owner (as such term is defined in Rule 13d-3 under the Act) of twenty percent (20%) or more of the Stock. 

“Cause” shall mean action by the Employee involving willful malfeasance or gross negligence or the Employee’s failure to act involving
material nonfeasance that would tend to have a materially adverse effect on the Company. No act or omission on the part of the Employee shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief
that the action or omission was in the best interests of the Company. 

  
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 “Code” shall mean the Internal Revenue Code of 1986, as amended. 

“Company” shall mean Xylem Inc. (“Xylem”) and of any subsidiary company (“Xylem Subsidiary”), collectively
or individually as the context requires “Company”; provided, however, that for purposes of service under the Predecessor Plan, Company shall include the Predecessor Corporation. 

“Enhanced Severance Period” shall mean the period, expressed in weeks, equal to the sum of (x) two times the normal
severance pay or termination pay period of weeks for the Employee (the “Normal Severance Period”), determined as if the Employee were an employee of the same grade, and having the same years of service, covered by and eligible for the
severance pay or termination pay plans or policies at Xylem Corporate Headquarters, White Plains, New York, as in effect immediately preceding an Acceleration Event and (y) four (4) weeks (in lieu of notice of termination), provided that
the Enhanced Severance Period shall not exceed 108 weeks and shall not be less than the Minimum Severance Period. 

“Enhanced Week’s Pay” shall mean the sum of (x) the current annual base salary rate paid or in effect at the time of
Employee’s termination of employment and (y) the most recent annual bonus or service recognition award paid to or earned by the Employee in respect of the Company’s most recent completed fiscal year prior to the date of the
Employee’s termination of employment, divided by 52 weeks. 
 “Good Reason” shall mean: 

(i) without the Employee’s express written consent and excluding for this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company or its affiliates within 30 days after receipt of notice thereof given by the Employee, (A) a reduction in the Employee’s annual base compensation (whether or not
deferred), (B) the assignment to the Employee of any duties inconsistent in any material respect with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or
(C) any other action by the Company or its affiliates which results in a material diminution in such position, authority, duties or responsibilities; 
 (ii) without the Employee’s express written consent, the Company’s requiring the Employee’s work location to be other than within twenty-five (25) miles of the location where such
Employee was principally working immediately prior to the Acceleration Event; or 
 (iii) any failure by the Company to
obtain the express written assumption of this Plan from any successor to the Company; provided that “Good Reason” shall cease to exist for an event on the 90th day following the later of its occurrence or the Employee’s knowledge
thereof, unless the Employee has given the Company notice thereof prior to such date. 
 “Minimum Severance Period”
shall mean: 
 (i) with respect to Employees with less than twenty (20) years of service with the Company, twenty-six
(26) weeks, 

  
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 (ii) with respect to Employees with between twenty (20) and twenty-five (25) years
of service with the Company, 52 weeks, 
 (iii) with respect to Employees with greater than twenty-five (25) years of
service with the Company but less than or equal to thirty (30) years of service with the Company, seventy-eight (78) weeks and 
 (iv) with respect to Employees with greater than thirty (30) years of service with the Company, one hundred and four (104) weeks. 

For purposes hereof, “years of service” shall have the same meaning as in the termination pay plans or policies at Xylem
Corporate Headquarters, White Plains, New York, as in effect immediately preceding an Acceleration Event and shall be determined as of the date of the Employee’s termination of employment with the Company. 

“Potential Acceleration Event” shall mean any execution of an agreement, the commencement of a tender offer or any other
transaction or event that if consummated would result in an Acceleration Event. 
  

	4.	Severance Benefits Upon Termination of Employment 

 If an Employee’s employment with the Company is terminated due to a Qualifying Termination, he or she shall receive the severance benefits set forth in Section 5 hereof (“Severance
Benefits”). For purposes hereof, a “Qualifying Termination” shall mean a termination of an Employee’s employment with the Company either: 
 (x) by the Company without Cause (A) within the two (2) year period commencing on the date of the occurrence of an Acceleration Event or (B) prior to the occurrence of an Acceleration
Event and either (1) following the public announcement of the transaction or event which ultimately results in such Acceleration Event or (2) at the request of a party to, or participant in, the transaction or event which ultimately
results in an Acceleration Event; or 
 (y) by an Employee for Good Reason within the two (2) year period commencing
with the date of the occurrence of an Acceleration Event. 
  

	5.	Severance Benefits 

 Severance
Benefits for Employees: 
  

	 	•	 	 Accrued Rights — The Employee’s base salary through the date of termination of employment, any annual bonus earned but unpaid as of the date
of termination for any previously completed fiscal year, reimbursement for any unreimbursed business expenses properly incurred by the Employee in accordance with Company policy prior to the date of the Employee’s termination of employment and
such employee benefits, if any, as to which the Employee may be entitled under the employee benefit plans of the Company, including without limitation, the payment of any accrued or unused vacation under the Company’s vacation policy.




  
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	 	•	 	 Severance Pay — The number of weeks of the Employee’s Enhanced Severance Period times the Employee’s Enhanced Week’s Pay, paid in
the form described in Section 6 below. 


  

	 	•	 	 Benefits 



> Continued health and life insurance benefits for a period equal to the Employee’s Enhanced Severance Period following the
Employee’s termination of employment at the same cost to the Employee, and at the same coverage levels, as provided to the Employee (and the Employee’s eligible dependents) immediately prior to his or her termination of employment. In the
event the Company changes health and/or life insurance programs, coverage levels, benefit providers and/or modifies benefit contributions, the Employee would be treated consistent with other employees at his or her salary grade. In the event
continuation of health and/or life insurance is not permissible, the Company may provide alternative benefits or payments as described under the subheading “General” below. 

> Payment of a lump sum amount (“Savings Plan Lump Sum Amount”) for the Enhanced Severance Period equal to the product of
(x) the number of years corresponding to the duration of the Enhanced Severance Period (expressed as a fraction, for any fractional years), (y) the current annual base salary rate and annual bonus as determined above as “Severance
Pay” and (z) the current aggregate percentage used to determine “Company Contributions” which the Employee would have been eligible for under the Xylem Retirement Savings Plan for Salaried Employees (the “RSP”) and
Xylem Supplemental Retirement Savings Plan (the “Supplemental Plan”) (or corresponding savings plan arrangements outside of the United States or any successor plans thereto) in respect of the plan year during which the Employee’s
termination of employment occurs. 
 “Company Contributions” means the sum of: 

(i) Company core contributions (e.g., either 3% or 4% based on age and years of eligible service, based on the terms of the RSP and
Supplemental Plan as in effect in March 2012); 
 (ii) Company matching contributions (e.g., equal to 50% of the first 6% of
eligible pay contributed to the RSP and Supplemental Plan, based on the terms of the RSP and Supplemental Plan as in effect in March 2012; for calculation of Savings Plan Lump Sum Amount 3% will be applied); and 

(iii) Company transition credit contributions (e.g., another 3% or 5% based on age and service as defined in the RSP and Supplemental
Plan, based on the terms of the RSP and Supplemental Plan as in effect in March 2012). 
 In aggregate, the maximum percentage
of Company Contributions for calculating the Savings Plan Lump Sum Amount may not exceed 12%. 
  

	 	•	 	 Outplacement - Outplacement services for one (1) year. 



  
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 General 
 With respect to the provision of benefits described above during the above period equal to the Employee’s Enhanced Severance Period, if, for any reason at any time the Company is unable to treat the
Employee as being eligible for ongoing participation in any Company employee benefit plans in existence immediately prior to the termination of employment of the Employee, and if, as a result thereof, the Employee does not receive a benefit or
receives a reduced benefit the Company shall provide such benefits by making available equivalent benefits from other sources or making cash payments providing equivalent value (as reasonably determined in good faith by the Company) in a manner
consistent with Section 15 below. 
 Notwithstanding any other provision of the Plan to the contrary, all prior service and
participation by an Employee with the Predecessor Corporation shall be credited in full towards an Employee’s service and participation with the Company. 
  

	6.	Form of Payment of Severance Pay and Lump Sum Payments 

 Severance Pay shall be paid in cash, in non-discounted equal periodic installment payments corresponding to the frequency and duration of the severance payments that the Employee would have been entitled
to receive under the Normal Severance Period in the absence of the occurrence of an Acceleration Event. The Savings Plan Lump Sum Amount shall be paid in cash within thirty (30) calendar days after the date the employment of the Employee
terminates. The timing of payments shall in all respects be subject to Section 15 below. 
  

	7.	Termination of Employment — Other 

 The Severance Benefits shall only be payable upon an Employee’s termination of employment due to a Qualifying Termination; provided, that if, following the occurrence of an Acceleration Event, an
Employee is terminated due to the Employee’s death or disability (as defined in the long-term disability plan in which the Employee is entitled to participate (whether or not the Employee voluntarily participates in such plan)) and, at the time
of such termination, the Employee had grounds to resign with Good Reason, such termination of employment shall be deemed to be a Qualifying Termination. 
  

	8.	Administration of Plan 

 This
Plan shall be administered by Xylem, who shall have the exclusive right to interpret this Plan, adopt any rules and regulations for carrying out this Plan as may be appropriate and decide any and all matters arising under this Plan, including but
not limited to the right to determine appeals. Subject to applicable Federal and state law, all interpretations and decisions by Xylem shall be final, conclusive and binding on all parties affected thereby. 

Notwithstanding the preceding paragraph, following an Acceleration Event, any controversy or claim arising out of or relating to this
Plan, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and the entire cost thereof shall be borne by the Company. The location of the arbitration
proceedings shall be reasonably acceptable to the Employee. Judgment on the award 

  
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rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Company shall pay all legal fees, costs of litigation, prejudgment interest, and other expenses which
are incurred in good faith by the Employee as a result of the Company’s refusal to provide any of the Severance Benefits to which the Employee becomes entitled under this Plan, or as a result of the Company’s (or any third party’s)
contesting the validity, enforceability, or interpretation of this Plan, or as a result of any conflict between the Employee and the Company pertaining to this Plan. The Company shall pay such fees and expenses from the general assets of the
Company. 
  

	9.	Termination or Amendment 

 Xylem
may terminate or amend this Plan (“Plan Change”) at any time except, that following the occurrence of (i) an Acceleration Event or (ii) a Potential Acceleration Event, no Plan Change that would adversely affect any Employee may
be made without the prior written consent of such Employee affected thereby; provided, however, that (ii) above shall cease to apply if such Potential Acceleration Event does not result in the occurrence of an Acceleration Event. 

 

	10.	Offset 

 Any Severance Benefits
provided to an Employee under this Plan shall be offset in a manner consistent with Section 15 by reducing (x) any Severance Pay hereunder by any severance pay, salary continuation pay, termination pay or similar pay or allowance and
(y) any other Severance Benefits hereunder by corresponding employee benefits, or outplacement services, which the Employee receives or is entitled to receive, (i) pursuant to any other Company policy, practice program or arrangement,
(ii) pursuant to any Company employment agreement or other agreement with the Company, or (iii) by virtue of any law, custom or practice excluding, however, any unemployment compensation in the United States, unless the Employee
voluntarily expressly waives (which the Employee shall have the exclusive right to do) in writing any such respective entitlement. 
  

	11.	Excise Tax 

 In the event that it
shall be determined that any Payment would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then the aggregate of all Payments shall be reduced so that the Present Value of the aggregate of all
Payments does not exceed the Safe Harbor Amount; provided, however, that no such reduction shall be effected, if the Net After-tax Benefit to the Employee of receiving all of the Payments exceeds the Net After-tax Benefit to the Employee resulting
from having such Payments so reduced. In the event a reduction is required pursuant hereto, the order of reduction shall be first all cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly medical and dental
coverage. 
 For purposes of this Section 11, the following terms have the following meanings: 

(i) “Net After-tax Benefit” shall mean the Present Value of a Payment net of all federal state and local income, employment and
excise taxes imposed on Employee with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for the Employee’s taxable year in which the Qualifying Termination occurs.


  
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 (ii) “Payment” means any payment or distribution or provision of benefits by the
Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise, but determined without regard to any reductions required by this Section 11. 

(iii) “Present Value” shall mean such value determined in accordance with Section 280G(d)(4) of the Code. 

(iv) “Safe Harbor Amount” shall be an amount expressed in Present Value which maximizes the aggregate Present Value of Payments
without causing any Payment to be subject to excise tax under Section 4999 of the Code or the deduction limitation of Section 280G of the Code. 
 All determinations required to be made under this Section 11, including whether and when a reduction is required and the amount of such reduction and the assumptions to be utilized in arriving at
such determination, shall be made by a nationally recognized accounting firm mutually agreed to by the Employee and the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the
Employee within ten (10) business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any reduction, the
Employee shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Qualifying Termination occurs. 

All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no excise tax
is payable by the Employee, it shall so indicate to the Employee in writing. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. 

 

	12.	Miscellaneous 

 The Employee
shall not be entitled to any notice of termination or pay in lieu thereof except as included as part of Severance Pay as provided herein. 
 Severance Benefits under this Plan are paid entirely by the Company from its general assets. 
 This Plan is not a contract of employment, does not guarantee the Employee employment for any specified period and does not limit the right of the Company to terminate the employment of the Employee at
any time. 
 If an Employee should die while any amount is still payable to the Employee hereunder had the Employee continued to
live, all such amounts shall be paid in accordance with this Plan to the Employee’s designated heirs or, in the absence of such designation, to the Employee’s estate. 

  
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 The numbered section headings contained in this Plan are included solely for convenience of
reference and shall not in any way affect the meaning of any provision of this Plan. 
 If, for any reason, any one or more of
the provisions or part of a provision contained in this Plan shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this
Plan not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall to the full extent consistent with law remain in full force and effect. 

The Plan shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws
provisions thereof. 
 The Plan shall be binding on all successors and assigns of the Xylem and an Employee. 

 

	13.	Notices 

 Any notice and all
other communication provided for in this Plan shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective
only upon receipt. 
 If to the Company: 
 Xylem Inc. 
 1133 Westchester Avenue, Suite N200 

White Plains, New York 10604 
 Attention: General Counsel 
 If to Employee: 

To the most recent address of Employee set forth in the personnel records of Xylem. 

 

	14.	Adoption and Amendments 

 This
Plan was initially adopted by Xylem on October 31, 2011 (the “Adoption Date”) and subsequently amended on March 26, 2012; and does not apply to any termination of employment which occurred or which was communicated to the
Employee prior to the Adoption Date. 

  
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	 	15. Section 409A 

 This Plan
is intended to comply with Section 409A of the Code and will be interpreted in a manner intended to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of the Employee’s
termination of employment with the Company the Employee is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any
payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of
the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) until the date that is six months following the Employee’s termination of employment with
the Company (or the earliest date as is permitted under 
 Section 409A of the Code), at which point all payments deferred
pursuant to this Section 15 shall be paid to the Employee in a lump sum and (ii) if any other payments of money or other benefits due hereunder could cause the application of an accelerated or additional tax under Section 409A of the
Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in
a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due under this Plan constitute “deferred compensation” under Section 409A of the
Code, any such reimbursements or in-kind benefits shall be paid in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Plan shall be designated as a “separate payment” within the meaning of
Section 409A of the Code. The Company shall consult with Employees in good faith regarding the implementation of the provisions of this section; provided that neither the Company nor any of its employees or representatives shall have any
liability to Employees with respect thereto. 

  
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