Exhibit 10.1


 


RELOCATION MANAGEMENT AGREEMENT


 


This Agreement is between WATTS WATER TECHNOLOGIES, INC. (the
“Client”), and CENDANT MOBILITY SERVICES CORPORATION, a Delaware corporation,
(“Cendant Mobility”), effective as of this 6th day of April, 2004.


 


1.                     Terms and
Conditions.  This Agreement
sets forth the terms and conditions pursuant to which Cendant Mobility (and its
subsidiaries, affiliates and selected suppliers) will provide the services
described in the Exhibits attached hereto and made a part hereof. Defined terms
herein shall have the meanings as set forth in the Exhibits.


 


2.                     Services to
Subsidiaries and Affiliates. 
Client will have the right to authorize services for its subsidiaries,
affiliates or other entities under this Agreement, and Client will remain
responsible under this Agreement for any such services provided.


 


3.                     Assignment
and Succession.  This
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of the parties hereto. Neither party may assign its rights
hereunder without the written permission of the other party; however, Cendant
Mobility may assign its rights hereunder for purposes of financing, which shall
not affect the performance of its obligations hereunder. Cendant Mobility will be
responsible for providing the services described herein throughout the term of
this Agreement.


 


4.                     Independent
Contractor.  Cendant Mobility
is an independent contractor and not a partner, employee, agent, or joint
venturer of the Client.


 


5.                     Tax Advice. Cendant Mobility is being retained to
administer the relocation of an Employee of the Client. Cendant Mobility makes
no representations concerning the tax consequences of any transaction, or the
tax-effectiveness of any program, under this Agreement.


 


6.                     Notice.  All notices under this Agreement shall be in
writing and shall be deemed to have been duly submitted when received by the
respective party at the address set forth below, or such other address as that
party may specify to the other by notice as provided herein:


 


	
  Cendant Mobility Services Corporation

  	
  Watts Water Technologies, Inc.

  
	
  40 Apple Ridge Road

  	
  815 Chestnut Street

  
	
  Danbury, CT 06810

  	
  North Andover, MA 01845

  
	
  Attention: Contract Administration

  	
  Attention:

  



 


7.                     Governing
Law.  The laws of the State of Connecticut
shall govern this Agreement, and the parties agree that the state and federal
courts located in the State of Connecticut shall have exclusive jurisdiction
over any lawsuits brought under this Agreement.


 


8.                     Attorney’s
Fees.  If either party brings
an action to enforce the terms hereof or declare the rights of the parties
hereunder, the prevailing party as determined by the court in any such action,
on trial or appeal, shall be entitled to recover from the other party the
reasonable costs and attorneys’ fees incurred in connection with such action.


 


9.                     Responsibilities
of the Parties.  (a) Cendant
Mobility. Cendant Mobility will be responsible for providing its services
under this Agreement in a commercially reasonable manner and in accordance with
all applicable federal, state, and local laws. Cendant Mobility agrees to
indemnify and hold the Client and its Employees harmless from  all claims, liability, losses, damages,
expenses, and lawsuits (including reasonable attorney’s fees) that may arise
out of the breach of this Agreement, the willful misconduct, or any negligent
act or omission by Cendant Mobility, its employees, agents, or selected
suppliers, in the performance of its obligations hereunder, except to the
proportionate extent of any negligence on the part of the Client, its
employees, its agents, or suppliers chosen by Client that do not have a prior
relationship with Cendant Mobility.


 

















 


(b) Client. Except to the proportionate extent of Cendant
Mobility’s responsibility described in (a) above, the Client agrees to
indemnify, and hold Cendant Mobility harmless from all claims, liability,
losses, damages, expenses, lawsuits, and costs of collection (including
reasonable attorney’s fees) that may arise out of any transaction or service
performed under this Agreement and any Exhibit, including without limitation,
those arising from (i) encumbrances upon title of a Home, (ii) defects in the
physical or structural condition of any Home (including but not limited to
hazardous or toxic materials and gases), (iii) fraud, deceit, failure to
disclose, or misrepresentation by any person receiving services hereunder,  (iv) failure or inability of any person
receiving benefits hereunder to make a payment, adjustment, or repayment, to
make a total refund under the appropriate circumstances, or to fulfill any
other obligation to Cendant Mobility, or (v) inaccurate or untimely information
provided by or through the Client, its Employees or its vendors.


 


(c) The rights and responsibilities under this section shall
survive the termination of the Agreement. Each party shall be subrogated to the
rights of the other party upon performance of its obligations under this
section.


 


10.               Payment.  Cendant   Mobility’s fees, costs, expenses, or any other invoiced amounts as
set forth in any Exhibit, shall be paid within 30 days of the date of the
invoice. Payment of those portions of invoices not subject to disputes shall
not be withheld pending resolution of disputes as to other portions. The Client
agrees to pay a finance charge of 1.5% of the undisputed unpaid amount per
month or fraction thereof (or the highest rate allowed by law, whichever is
lower). All monetary values herein are expressed in US Dollars.


 


11.               Financial
Condition.  Cendant Mobility
may perform periodic reviews of the Client’s financial condition to evaluate
the Client’s ability to perform its financial obligations under this Agreement.
Based on the results of this review, Cendant Mobility may, upon prior notice to
the Client, temporarily suspend the provision of services, including the
execution of contracts of purchase or sale.


 


12.               Service Fee
Adjustments.  The parties
agree that fees shall be adjusted annually. 
No adjustment shall take place any earlier than 12 months from the
effective date of the Agreement.  Fee
adjustments shall be effective each January 1 or July 1, whichever
date occurs first after the one year anniversary of the Agreement. The standard
employed shall be the Consumer Price Index, US average for all Consumers
(“CPI-U”) as determined by the Bureau of Labor Statistics, using the most
recent November 30 CPI-U for January adjustments and May 31 CPI-U for
July adjustments. The amount of inflation/deflation for the prior year
shall be calculated by dividing the most recent CPI-U (November 30 or May
31, as appropriate) by the CPI-U as of the effective date of this contract.
This inflation/deflation factor shall then be multiplied by the respective fees
stated herein, rounding to the nearest ten (10) dollars.


 


13.               Mutual
Cooperation.  Cendant
Mobility and Client will cooperate to enable each party to perform its
obligations under this Agreement.


 


14.               Audit of
Records.  Cendant Mobility
will maintain complete records of all transactions under this Agreement for a
period of 2 years from the date on which the service is rendered. Such records
shall be available for audit by the Client at the offices of Cendant Mobility
during regular business hours upon reasonable prior notice.   Audits shall be subject to Cendant
Mobility’s standard audit guidelines (available upon request).  Should the Client wish to deviate from
Cendant Mobility’s standard audit guidelines, additional costs may apply.


 


15.               Confidentiality.  The Client and Cendant Mobility
understand that each will deliver to the other confidential and proprietary
information in performing under this Agreement, and each agrees to keep
confidential all information received by it hereunder and treat it as it would
treat its own confidential and proprietary information. Each party agrees that
it will not show, nor permit to be shown, any copies of, or terms and
conditions of, this Agreement or any subsequent agreements between the parties
to any third party without the prior approval of the other party.


 


16.               Termination.  (a) Either party may terminate this
Agreement for convenience upon written notice to the other party, which
termination shall be effective: (i) sixty 60 days after the date on which
notice of termination is mailed, or (ii) on any later date stated in the
notice. (“Termination Date”) If either party


 


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terminates the Agreement for convenience, Cendant Mobility will
complete all services still in process at the effective termination date,
unless otherwise directed by the Client.


 


(b)  Either party may terminate
this Agreement for cause upon written notice to the other party, which
termination shall be effective immediately: (i) upon either party’s breach of
the terms of this Agreement, including the Client’s failure to pay any and all
undisputed invoices which remain in arrears despite written request for
payment, or (ii) upon either party’s determination that the other party’s
financial condition has deteriorated, or may deteriorate, such that its ability
to perform under this Agreement may be delayed or adversely affected  (“Termination Date”). If the Agreement is
terminated for cause, Cendant Mobility will not be obligated to complete
services in process, make any Offers to the Client’s Employees, or purchase any
Homes of Employees for which Cendant Mobility has made an Offer and Acceptance
has not occurred.


 


(c)  Except as otherwise
mutually agreed, after notice of termination is given by either party, the
Client or its designee will purchase all Inventory Homes. Cendant Mobility will
be paid any equity payments and equity loans in addition to its Direct Expenses
incurred and the fee for Appraised Value Sales or Special Homes, as
appropriate, for each Home. Such purchase of Inventory Homes by Client will
occur prior to the Termination Date if the Agreement was terminated for
convenience in accordance with (a) above, or within 5 days of the Termination
Date if the Agreement was terminated for cause in accordance with (b) above.


 


(d)  All obligations of one
party to the other existing as of the termination date shall survive the
termination of this Agreement.


 


17.               Entire
Agreement.  This Agreement,
together with any Exhibits, constitutes the entire agreement between the
parties hereto and supersedes all prior understandings and agreements, written
or oral, with respect to the services contemplated hereunder. This Agreement
may be amended or modified, (including the addition of services outside the
scope and intent of this Agreement, or a waiver of any provision of this
Agreement), only by a writing signed by both parties hereto. The waiver or the
failure to insist upon the strict performance of any provision of this
Agreement by either party shall not be construed as a waiver or relinquishment
of the right to rely upon such provision on any future occasion.  In the event that any provision of this
Agreement or any Exhibit shall be held invalid, illegal, or unenforceable, such
invalidity, illegality, or unenforceability shall not affect any other
provision(s) hereof and the affected provision shall be curtailed and limited
only to the extent necessary to bring such provision within the legal
requirements, and this Agreement, as so modified, shall continue in full force
and effect.


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.


 


 


	
  WATTS WATER TECHNOLOGIES, INC.

  	
  CENDANT MOBILITY SERVICES CORPORATION

  
	
   

  	
   

  
	
  By:

  	
     /s/ William C. McCartney

  	
   

  	
  By:

  	
     /s/ Charles Buck, III

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  William C. McCartney

  	
   

  	
  Name:

  	
  Charles Buck, III

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
  Its Authorized Signatory

  	
  Its Authorized Signatory

  
													



 


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EXHIBIT A


SERVICES AND PROCEDURES: DOMESTIC UNITED
STATES


 


The Services Hereunder Shall Only Apply to One Home
Sale Authorization

with the Home Appraisal Value of $2,000,000


 


I.   Definitions


 


The following terms shall have the meanings as set forth below
throughout the Agreement:


 


“Acceptance” shall mean submission by the Employee of a written
acceptance of Cendant Mobility’s Offer to purchase the Employee’s Home,
together with all documents (properly completed, signed and notarized) required
by Cendant Mobility, within sixty (60) days of Cendant Mobility’s Offer. The
Offer shall be binding on Cendant Mobility only when all other required
information and documents are received by Cendant Mobility (or its
representative, as appropriate) and approved by Cendant Mobility.


 


“Amended Value
Sale” shall mean the sale of a Home by an Employee to Cendant Mobility at a
price equal to a bona fide third-party offer that is (i) higher than the
Appraised Value or (ii) acceptable to the Employee, and approved by Cendant
Mobility (the “Amended Value”).


 


“Appraised Value” shall mean the average of two independent appraisals
from a list of appraisers provided or approved by Cendant Mobility. If the two
appraisals vary by more than five percent (5%) of the higher of the two
appraisals then a third independent appraisal shall be ordered and the
Appraised Value shall be computed by averaging the two closest appraisals.  If the three appraisals are equidistant from
each other, the Appraised Value shall be computed by averaging all three
appraisals.


 


“Appraised Value
Sale” shall mean the sale of a Home by the Employee to Cendant Mobility at a
price equal to the Home’s Appraised Value.


 


“Assigned Sale”
shall mean assignment by the Employee to Cendant Mobility of an executed third
party contract for the sale of the Employee’s Home.


 


“Authorization”
shall mean the Client’s direction in writing or electronically that an Employee
is eligible to receive services under this Agreement.


 


“Cancellation”
shall mean the withdrawal by the Client of a bona fide Authorization.


 


“Employee” shall
mean the individual designated by the Client to receive services, or for Home
Sale Services, also any other person to the extent that such person has an
interest in the Home of the designated individual.


 


“Equity Payment”
shall mean payment of the Employee’s equity in the Home by Cendant Mobility.


 


“Expiration” shall
mean the rejection of an Offer by an Employee, or the failure of the Employee
to submit to Cendant Mobility all required documentation necessary to purchase
the Home prior to the time frame described in the Offer.


 


“Home” shall mean
improved real estate: (i) which is owned and used by an Employee as a principal
year-round one or two family residence, including condominiums but excluding
cooperative housing and


 

















 


mobile homes; (ii) which
contains acreage within the norm and zoning limits for the locale or
neighborhood; (iii) with respect to which insurance is available at standard
rates for normal hazards of fire and extended coverage; (iv) with respect to
which any leases can be terminated by Cendant Mobility with no more than sixty
(60) days’ notice to the tenant; (v) whose value, as determined hereunder, does
not fall below Seventy-five Thousand Dollars ($75,000) or exceed Six  Hundred 
Fifty Thousand Dollars ($650,000); (vi) which is not situated on or near
and does not contain any hazardous or toxic materials or gases, including but
not limited to asbestos, lead paint, mold, or radon gas, in excess of
governmental guidelines, if any; (vii) which is not sided by synthetic stucco
products (commonly known as EIFS); (viii) in which the Employee has marketable
title; and (ix) with respect to which mortgage financing is available at
standard rates.


 


“Inventory Period”
shall commence on the day that Cendant Mobility signs a contract of sale to
purchase an Employee’s Home and shall end on the day that Cendant Mobility
closes the resale of such Home to a third-party purchaser. During the Inventory
Period, a Home shall be an “Inventory Home.”


 


“Offer” shall mean
a written offer from Cendant Mobility to the Employee to purchase the Employee’s
Home.


 


“Special Home “
shall mean improved real estate that (i) does not fit one or more of the
characteristics set forth in the definition of “Home” above, (ii) is an
Assigned Sale or Amended Value Sale that failed to close, or (iii) involves
special considerations or requires material deviations from the procedures set
forth in this Agreement. In the event Cendant Mobility agrees to handle a
Special Home, Cendant Mobility will provide services in accordance with the
terms, conditions and Special Home pricing set forth herein, or as otherwise
agreed in writing.


 


“Vacate Date” shall mean the date on which the
Employee vacates the Home, which date shall be within sixty (60) days of
Acceptance. Upon Acceptance the Employee will notify Cendant Mobility in writing
of the Vacate Date.


 


II.  Home Sale Services


 


A.              Marketing Assistance.  Cendant Mobility will assist the Employee in
marketing the Home by providing counseling and direction on the Client’s
relocation policy and, with the advice of a local real estate broker/agent, on
the listing price, sales strategies, corrective maintenance, etc., and in
responding to any offers received in order to maximize the net price received
by the Employee. The Employee is not obligated to use any real estate broker
recommended by Cendant Mobility and can request that Cendant Mobility refer the
Employee to any broker of the Employee’s choice meeting Cendant Mobility’s
qualification criteria. Cendant Mobility will provide marketing assistance
services for a period of 60 days from the beginning of the provision of
service.


 


B.              Home Sale Services.  Cendant Mobility will support the
sale of the Employee’s Home in accordance with the following procedures:


 


(1)  Amended Value Sale.  If during the Acceptance period the Employee
locates a buyer for the Home and has neither executed a binder, contract, or
other agreement with that buyer nor accepted any payment in connection
therewith, Cendant Mobility will purchase the Home from the Employee at the net
price offered by the buyer and then sell the Home to the buyer at that same net
price. Should the sale to the buyer fail to close, Cendant Mobility will take
the Home into its inventory at the Amended Value purchase price, for which the
Client agrees to pay the fee listed for a Special Home.


 


(2)  Appraised Value Sale.  If the Employee is unsuccessful in selling
the Home during the Acceptance Period, Cendant Mobility will purchase the
Employee’s Home at the Appraised Value and will use its best efforts to sell
the Home at the most advantageous price and terms.


 


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(3)  Assigned Sale.  If the Employee locates a buyer for the Home
and, contrary to the procedures applying to the Amended Value Sale, has
nevertheless executed a binder, contract, or other agreement with that buyer,
or has accepted any payment in connection therewith, Cendant Mobility will
accept an assignment from the Employee of the sale to the buyer and close the
sale to the buyer. If the sale to the buyer falls through (before the
expiration/removal of contingencies in the contract with the buyer), Cendant
Mobility will buy the Home from the Employee and pay the Employee the Appraised
Value for the Home, for which the Client agrees to pay the fee listed for a
Special Home.


 


C.              Sale of the Home by the Employee.  Nothing in this Agreement is intended to be
deemed as a guarantee by Cendant Mobility that the Employee will successfully
sell the Home within a specific period of time at a particular price, it being
expressly understood that Cendant Mobility’s services are designed and intended
to assist the Employee in relocating and, with the advice of a local real
estate broker/agent, in developing and implementing an objective marketing
strategy for selling the Home.


 


III.  Mortgage Services


 


When the Client determines that an Employee is eligible for mortgage
assistance, Cendant Mobility will utilize the services of an affiliated
company, Cendant Mortgage Corporation (“Cendant Mortgage”), to provide the
Employee of the Client with mortgage assistance services as follows:


 


A.              Authorization.  Upon Authorization to Cendant Mortgage (with a copy to
Cendant Mobility), Cendant Mortgage will offer mortgage assistance to the
eligible Employee.


 


B.              Approval.  Upon completion of its review of the
Employee’s mortgage application and other documentation, Cendant Mortgage will
make a determination whether a mortgage loan should be made to the Employee
(and any co-borrower); if the loan is granted, the loan amount, duration,
interest rate and other terms and conditions governing such loan shall be
communicated to the Employee. Final approval of the mortgage loan shall be at
the sole discretion of Cendant Mortgage in compliance with its mortgage loan
policies.


 


C.              Mortgage Loan Closing.  If the Employee (and any co-borrower) has
successfully fulfilled all of the obligations with respect to the mortgage loan
application and commitment procedure, Cendant Mortgage will arrange for the
closing of the loan. The Employee (and any co-borrower) will execute all
instruments, including but not limited to the mortgage instrument, mortgage or
promissory note, or similar documents, and will pay any fees and closing costs
required by Cendant Mortgage.


 


D.              Direct Bill.  If
the Client has elected to participate in Cendant Mortgage’s  Direct Bill program, then at
time of closing Cendant Mortgage will pay on behalf of the Employee all
reimbursable closing costs described in the Client’s current benefit policy,
which shall be supplied to Cendant Mortgage. This arrangement shall be
administered by Cendant Mortgage only if the Employee obtains a mortgage
through Cendant Mortgage.


 


IV. 
Fees


 


A.              Services  Fees.   
Service fees for all services shall be billable upon receipt
of an Authorization.  The Client will
pay Cendant Mobility the service fees as stated below, plus Direct Expenses.
Cendant Mobility may also receive a referral fee, or like payment from its
suppliers in connection with services performed.


 


	
  (1)  Home Sale Services

  
	
   

  
	
   

  	
  (a)
  Appraised Value Sales

  	
  $3,995

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)
  Amended Value Sales and Assigned Sales

  	
  $3,995

  



 


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  (c)
  Special Homes

  	
  $3,995
  plus the Client will pay an Inventory Fee of $650 for each month or part
  thereof that the Home is an Inventory Home after 90 days

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)
  Home Sale Cancellations

  	
  $500
  for each Authorization which has been canceled

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)
  Home Sale Expirations

  	
  $500
  for each Offer which has expired

  
	
   

  
	
  (2)  Mortgage Services

  	
  No additional fee

  
				



 


V.  Billings
and Funding


 


A.              Billings.


 


(1)Direct Expenses. Cendant Mobility will invoice, and the
Client will pay, all Direct Expenses incurred by Cendant Mobility during the
performance of this Agreement.  Direct
Expenses are defined as follows: all costs which are attributable to the
provision of service to the Employee, including, but not limited to,
appraisals, broker’s market analyses (“BMA”) and inspections, brokerage
commissions, title and title search fees, transfer taxes, equity payments,
mortgage payoff, mortgage interest (or interest on the mortgage payoff at the
mortgage interest rate), insurance premiums, property taxes, overnight delivery
charges, postage, wire transfer fees, cost of improvements, cost of removal and
mitigation of hazardous materials or gases (such as asbestos, lead paint, radon
gas, or urea formaldehyde insulation and replacement with suitable replacement
materials), repair and maintenance costs, utilities, loss on resale, buyer
incentive costs, real estate closing costs, fees charged by local homefinding
or rental providers, including costs of tours and finders fees, and all costs
incurred by Cendant Mobility in handling and moving the Employee’s goods,
including but not limited to packing, transporting, storing, unpacking, and
insurance whether charged by a carrier or otherwise.


 


(2)Home Sale Billings.  Cendant
Mobility will invoice, and the Client will pay, the following amounts:


 


(a) Advance Billing. For Appraised Value
Sales, Amended Value Sales, Assigned Sales and Homes which are Special Homes
(except Buyer Value Option Sale that fail to close), a billing equal to ten
percent (10%) of the Appraised Value or sale price, if appropriate, of the Home
for which Cendant Mobility has issued an Offer, as an advance against Cendant
Mobility’s management fee and/or Direct Expenses, plus an additional eight
percent (8%) of Appraised Value or sales price, if appropriate, after the Home
is in inventory 180 days and every 180 days thereafter. If the Client requests
that Cendant Mobility pay an Employee an amount in excess of the Appraised
Value, Amended Value or Assigned Sale price, the Client will also advance to
Cendant Mobility an amount equal to that excess.


 


(b) Final
Billing. A billing on the Home after the closing, showing the
appropriate fee due Cendant Mobility as stated above, all Direct Expenses (and
Inventory Fees for Special Homes only) with regard to that Home, and a
reconciliation of advances or amounts paid by the Client with regard to that
Home, resulting in a credit due the Client or a payment due Cendant Mobility.
All expenses and/or credits which were not ascertained at the time of issuance
of the final billing shall be billed during the succeeding billing period.  Any net resale gains shall be a credit to
the Client and any proceeds of the sale of Homes may be applied against Cendant
Mobility’s fees and Direct Expenses.


 


(c) Miscellaneous:
A billing for any other costs reasonably incurred by Cendant Mobility at the
Client’s


 


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request or subsequent to the final billing.


 


B.              Funding.


 


(1) Direct Funding of Equity and
Mortgage Payoffs. For all Equity Payments (including
Equity Loans) and Mortgage Payoffs, Client shall make all such payments
directly to the Employee or financial institution, as applicable. Cendant
Mobility shall calculate Equity and Mortgage Payoff amounts payable, however
Cendant Mobility shall not be responsible for making any such payments.


 


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