EX-10.13



 Exhibit 10.13 

PENTAIR, INC. 

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 

As Amended and Restated Effective as of the Re-domicile Date (as defined below) 







 TABLE OF CONTENTS 

 

							
	Section 1.	 	Name of Plan	  	 	1	  
			
	Section 2.	 	General Definitions	  	 	1	  
			
	Section 3.	 	Participation, Vesting and Benefit Service, and Rules Governing the Crediting of Service, Disability and the Determination of Compensation and Final Average Compensation	  	 	6	  
	 (a)
	 	Participation	  	 	6	  
	 (b)
	 	Vesting	  	 	7	  
	 (c)
	 	Benefit Service	  	 	7	  
	 (d)
	 	Service Credits	  	 	7	  
	 (e)
	 	Disability	  	 	8	  
	 (f)
	 	Compensation	  	 	9	  
			
	Section 4.	 	Payments in the Event of Death Before the Benefit Commencement Date	  	 	10	  
	 (a)
	 	General	  	 	10	  
	 (b)
	 	Vested Participant	  	 	10	  
	 (c)
	 	Amount and Timing of Benefit Payment	  	 	10	  
	 (d)
	 	Beneficiary	  	 	10	  
			
	Section 5.	 	Payment of Retirement Benefits	  	 	11	  
	 (a)
	 	General	  	 	11	  
	 (b)
	 	Lump Sum	  	 	11	  
	 (c)
	 	Re-Employment after Commencement of Benefits	  	 	11	  
	 (d)
	 	Death Before End of 180 Month Period	  	 	11	  
	 (e)
	 	Beneficiary	  	 	12	  
	 (f)
	 	Non-Alienation	  	 	12	  
	 (g)
	 	Miscellaneous	  	 	12	  
			
	Section 6.	 	Confidentiality, Covenants Not to Compete, and Non-Solicitation	  	 	13	  
	 (a)
	 	General	  	 	13	  
	 (b)
	 	Forfeiture and Other Remedies	  	 	14	  
			
	Section 7.	 	Funding and Payment of Benefits	  	 	15	  
	 (a)
	 	General	  	 	15	  
	 (b)
	 	Employer Company	  	 	15	  
	 (c)
	 	Company Assumption of Liability	  	 	15	  
	 (d)
	 	Participation by Other Group Members	  	 	15	  
			
	 Section 8.
	 	Default	  	 	16	  
			
	Section 9.	 	Administration of the Plan	  	 	16	  
	 (a)
	 	General	  	 	16	  
	 (b)
	 	Committee	  	 	16	  
	 (c)
	 	Discretion	  	 	17	  


  
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	 (d)
	 	Indemnity	  	 	17	  
	 (e)
	 	Code Section 409A	  	 	17	  
	 (f)
	 	Use of Professional Services	  	 	17	  
	 (g)
	 	Communications	  	 	17	  
			
	 Section 10.
	 	Effect of KEESA	  	 	18	  
			
	 Section 11.
	 	Amendment or Termination	  	 	18	  
	 (a)
	 	General	  	 	18	  
	 (b)
	 	Limitation on Power to Amend or Terminate	  	 	18	  
	 (c)
	 	Change in Control	  	 	19	  
	 (d)
	 	Continuation of Plan Provisions	  	 	19	  
			
	 Section 12.
	 	Claims	  	 	19	  
	 (a)
	 	Filing Claims	  	 	19	  
	 (b)
	 	Decision on Claim	  	 	19	  
	 (c)
	 	Appeal of Denied Claim	  	 	19	  
	 (d)
	 	Decision by Appeals Committee	  	 	20	  
			
	 Section 13.
	 	Miscellaneous	  	 	20	  
	 (a)
	 	Employer’s Rights	  	 	20	  
	 (b)
	 	Interpretation	  	 	20	  
	 (c)
	 	Withholding of Taxes	  	 	20	  
	 (d)
	 	Offset for Amounts Due	  	 	20	  
	 (e)
	 	Computational Errors	  	 	20	  
	 (f)
	 	Requirement of Proof	  	 	21	  
	 (g)
	 	Tax Consequences	  	 	21	  
	 (h)
	 	Communications	  	 	21	  
	 (i)
	 	Not Compensation Under Other Benefit Plans	  	 	21	  
	 (j)
	 	Choice of Law	  	 	21	  
	 (k)
	 	Savings Clause	  	 	21	  
	 (l)
	 	Change in Control	  	 	21	  
			
	 Section 14.
	 	Transition Rules	  	 	21	  
	 (a)
	 	General.	  	 	21	  
	 (b)
	 	2004 Vested Participants Benefits	  	 	21	  
	 (c)
	 	Excess	  	 	22	  
		
	 APPENDIX A
	  	 	23	  
		
	 SCHEDULE 1
	  	 	25	  
		
	 SCHEDULE 2
	  	 	26	  
		
	 TABLE 1
	  	 	27	  


  
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 PENTAIR, INC. 

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 

Section 1. Name of Plan. This plan shall be known as the Pentair, Inc. Supplemental Executive Retirement Plan. 

Section 2. General Definitions. Unless the context requires otherwise, when used herein the terms listed below, when capitalized
or applied to such capitalized terms, shall have the following meanings: 
 (1) “Adjustment Factor” is the factor used in
adjusting the Pension Amount to reflect the period of time between the date a vested Participant Separates from Service and his or her Benefit Commencement Date. With respect to such a Participant who survives to his or her Benefit Commencement Date
and who so separates: 
  

	 	(a)	on or after attaining age fifty-five (55), the Adjustment Factor is 1.03441 (i.e., the Pension Amount is adjusted to reflect the period beginning on the first day of the month next following the month in which the
Participant Separates from Service to the Benefit Commencement Date); or 

  

	 	(b)	before attaining age fifty-five (55), the Adjustment Factor is the appropriate factor set forth in Table 1 to reflect the period beginning on the first day of the month next following the month in which the Participant
Separates from Service and ending on the Benefit Commencement Date. 

 (2) “Administrator” is the Company.

 (3) “Beneficiary” is a person entitled to receive any benefits payable under the Plan after a former
Participant’s death. 
 (4) “Benefit Commencement Date” is generally the first day of the first month as
of which a Participant’s Retirement Benefit is payable. For a vested Participant who Separates from Service on or after attaining age fifty-five (55), the Benefit Commencement Date is the first day of the month next following the six-month
anniversary of the date the Participant Separates from Service. For a vested Participant who Separates from Service before attaining age fifty-five (55), the Benefit Commencement Date is the later of the date described in the immediately preceding
sentence and the first day of the month next following the month which includes his or her fifty-fifth (55th) birthday. For a Participant who becomes disabled, the Participant’s Benefit Commencement Date shall be the first day of the month
next following the month in which the Participant’s sixty-fifth (65th) birthday occurs, as provided in Section 3(e). 

(5) “Benefit Service” is the number of Years of Service, beginning with the calendar year which includes the
individual’s Benefit Service Date, during which an individual completes 1,000 Hours of Service as an Eligible Employee. 

(6) “Benefit Service Date” is the date from and after which an individual may earn Benefit Service. An
individual’s Benefit Service Date shall be listed on Schedule 1. 

  
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 (7) “Board” is the Board of Directors of the Company. 

(8) “Change in Control” is, with respect to periods ending prior to or upon the Merger, a change in control of the
Company as defined in the Pre-Merger KEESA or, with respect to periods ending after the Merger, a change in control as defined in the Post-Merger KEESA. 

(9) “Code” is the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code shall be
deemed to refer to any successor provision thereto and the regulations promulgated thereunder.  
 (10)
“Committee” is the Compensation Committee of the Board. If the Committee is not in existence, then all references to the Committee herein shall mean the Board. 

(11) “Company” is Pentair, Inc., a Minnesota corporation, or any successor thereto. 

(12) “Compensation” is any item or class of remuneration or part thereof listed or described in the left-hand column of
Schedule 2 and not any such items listed or described in the right-hand column of Schedule 2. In the event a remuneration item is not listed or described in Schedule 2, the Administrator shall determine whether such item is included or excluded from
Compensation by taking into account the nature of the item and its similarity to an item which is so listed. 
 (13)
“Conversion Factor” is the factor used to convert the Pension Amount into the Monthly Installment and shall be 113.4.  

(14) “Covered Termination” is a covered termination, as defined in the KEESA, which entitles the Participant to a
termination payment pursuant to Sections 8 and 9(a) of the KEESA. 
 (15) “Disabled” or
“Disability” is a physical or mental condition, resulting from physical or mental sickness or injury, which prevents the individual from engaging in any substantial gainful activity, and which condition can be expected to last for a
continuous period of not less than twelve (12) months. 
 (16) “Effective Date” is, with respect to this amended and
restated Plan document, the Re-domicile Date. 
 (17) “Eligible Employee” is an individual who, on or after the Effective
Date, is (i) a full time employee of a Group member, (ii) a citizen or lawful permanent resident of the United States, and (iii) either (x) an officer of Pentair plc appointed by the board of directors of Pentair plc or
(y) the President of a substantial, operating Group member other than the Company or comparable position (e.g., head of a major operating division of a Group member) who, in the case of this clause (y), has been nominated by the Company’s
Chief Executive Officer for participation in the Plan and such participation has been approved by the Committee; provided, however, the Committee may waive prospectively the requirement that an individual be a U.S. citizen or lawful permanent
resident and, with respect to such an individual and to the extent otherwise consistent with Plan terms, may modify other aspects of the Plan if, in the Committee’s sole discretion, such waiver or modification, or both, is appropriate under the
circumstances and given tax and other governmental regulatory provisions applicable to such individual and his or her Employer Company. 

  
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 (18) “Employer Company” is the Group member which employs a Participant
as of the date the Participant has a Separation from Service or otherwise terminates all Group employment due to death or Disability. 

(19) “ERISA” is the Employee Retirement Income Security Act of 1974, as amended. Any reference to a specific provision
of ERISA shall be deemed to include any successor provision thereto and the regulations promulgated thereunder.  
 (20)
“Final Average Compensation” is the average Compensation determined by averaging Compensation in those five (5) consecutive calendar years out of the last ten (10) consecutive calendar years, ending with the calendar year
which ends coincident with or immediately preceding the date the Participant has a Separation from Service or otherwise ceases to be an Eligible Employee, whichever occurs first, for which the average Compensation is the highest. 

Notwithstanding the immediately preceding paragraph, Final Average Compensation shall not be less than the average Compensation for the sixty
(60) months immediately preceding the date the Participant has a Separation from Service or otherwise ceases to be an Eligible Employee, whichever occurs first, determined as the sum of Compensation in the final calendar year of such employment
plus Compensation in each of the four (4) calendar years preceding the final calendar year of such employment plus a percentage of the Compensation for the entire fifth calendar year preceding the final calendar year of such employment; such
percentage shall be determined as twelve minus the number of full calendar months for which Compensation was payable in the final calendar year of such employment divided by the number of months for which Compensation was paid in the fifth calendar
year preceding the final calendar year of such employment. 
 If the Participant’s relevant Compensation history is for less than the
stated period of time (e.g., less than five (5) years; less than ten (10) years), then such actual period shall be substituted in determining Final Average Compensation (e.g., if the individual has six (6) years of Compensation
history, the high five (5) consecutive years within such six (6) years shall be used in determining the average; if the individual has three (3) years of Compensation history, all such Compensation shall be used in determining the
average). 
 (21) “Group” is the Company and, except as prescribed by the Administrator, each other corporation or
unincorporated business which is a member of a controlled group of corporations or a group of trades or businesses under common control (within the meaning of Code section 414(b) or (c)) which includes the Company, but with respect to other business
entities during only the periods of such common control with the Company. 
 (22) “Hour of Service” is each hour
which an individual is paid or entitled to payment from a Group member for (i) the performance of duties as its employee and (ii) reasons related to such employment but other than for the performance of duties, such as vacation, illness,
jury 

  
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duty, military duty or leave of absence other than (x) payments made or due under a plan maintained solely to comply with worker’s compensation, unemployment compensation, or disability
insurance laws, or (y) payments made solely for reimbursement of medical or medically related expenses; provided, however, no more than 501 Hours of Service shall be credited under clause (ii) immediately preceding for any single
continuous period during which no duties as such an employee are performed. An individual shall not receive duplicate Hour of Service credits for the same period of service or absence. 

Regardless of the actual number of Hours of Service completed during a year, in determining whether 1,000 Hours of Service have been completed
during a calendar year an individual shall be credited with forty-five (45) Hours of Service for each calendar week the individual is otherwise credited with an Hour of Service pursuant to the immediately preceding paragraph. 

(23) “KEESA” is the Post-Merger KEESA or the Pre-Merger KEESA, if any, in effect at the time of the applicable event. A
“Post-Merger KEESA” is the Key Executive Employment and Severance Agreement, if any, in effect for the Participant after the consummation of the Merger. A “Pre-Merger KEESA” is the Key Executive Employment and Severance
Agreement, if any, in effect for the Participant prior to the consummation of the Merger.  
 (24) “Merger” is
the merger contemplated by the Merger Agreement among the Company, Tyco International Ltd., Pentair Ltd., Panthro Acquisition Co. and Panthro Merger Sub, Inc., as amended, pursuant to which, on September 28, 2012, the Company became an indirect
wholly-owned subsidiary of Pentair Ltd. 
 (25) “Monthly Installment” is a monthly payment, commencing as of
the Participant’s Benefit Commencement Date, payable for one hundred eighty (180) consecutive months, and shall be determined by dividing the Participant’s Pension Amount by the Conversion Factor, with such monthly payment rounded to
the nearest whole dollar amount. 
 (26) “Participant” is an Eligible Employee who has become covered by the
Plan. Once an individual has become so covered, he or she shall remain a Participant, except as provided in Section 3, until the first to occur of his or her death, Disability, or Separation from Service; provided, however, if the individual
has a non-forfeitable right to a Retirement Benefit as of the date he or she incurs such an event (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual), then
absent death the individual shall remain a Participant until the individual has received his or her entire Retirement Benefit or the Retirement Benefit has been forfeited as provided for in Section 6(b). 

(27) “Participation Date” is the later of (i) January 1, 1999 and (ii) the earlier of (x) the date
an individual becomes an Eligible Employee described in Section 2(17)(iii)(x) and (y) for an individual described in Section 2(17)(iii)(y), the date such individual’s nomination is approved by the Committee or such earlier date
as may be provided in approving such nomination. An individual’s Participation Date shall be listed on Schedule 1. 

  
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 (28) “Pension Amount” is an amount equal to the Participant’s Final
Average Compensation multiplied by fifteen percent (15%) multiplied by the Participant’s Benefit Service, with such amount then multiplied by the Adjustment Factor if the Participant Separates from Service and survives to his or her
Benefit Commencement Date. 
 (29) “Pentair Ltd.” is Pentair Ltd., a Swiss company, or any successor thereto. 

(30) “Pentair plc” is Pentair plc, an Irish company, or any successor thereto. 

(31) “Plan” is the retirement plan herein described. When this term is modified by or with reference to a certain date
(e.g., Plan as in effect before year XXXX), it shall refer to the Plan as described in the Plan document in effect for the period referenced. 

(32) “Re-domicile Date” is the effective date of the consummation of the merger of Pentair Ltd. with and into Pentair
plc. 
 (33) “Retirement Benefit” is the monthly retirement benefit payable under the Plan as the Monthly
Installment. 
 (34) “Spouse” is an individual whose marriage to a Participant is recognized under the laws of the
United States (or any one of the states) and who is considered the Participant’s spouse by the Internal Revenue Service for purposes of the Code. 

(35) “Separates from Service” or “Separation from Service” is the termination of employment as an employee,
from all business entities that comprise the Group, for reasons other than death or Disability. A Participant will be deemed to have incurred a Separation from Service when the level of bona fide services performed by the Participant for the Group
permanently decreases to a level equal to twenty percent (20%) or less of the average level of services performed by the Participant for the Group during the immediately preceding thirty-six (36) month period (or such lesser period of
service). Notwithstanding the foregoing, a Participant on a bona fide leave of absence from the Group shall be considered to have incurred a Separation from Service no later than the six (6) month anniversary of the absence (or twenty-nine
(29) months in the event of an absence due to a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such
impairment causes the Participant to be unable to perform the duties of his or her position or a substantially similar position) or the end of such longer period during which the individual has the right by law or agreement to return to employment
upon the expiration of the leave. Notwithstanding the foregoing, if following the Participant’s termination of employment from the Group the Participant becomes a non-employee director or becomes or remains a consultant to the Group, then the
date of the Participant’s Separation from Service may be delayed until the Participant ceases to provide services in such capacity to the extent required by Code section 409A. 

(36) “Year of Service” is a calendar year in which an individual completes 1,000 Hours of Service. 

  
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 Section 3. Participation, Vesting and Benefit Service, and Rules Governing the
Crediting of Service, Disability and the Determination of Compensation and Final Average Compensation. 
 (a) Participation.

 (1) General. The primary purpose of the Plan is to provide supplemental retirement benefits to Eligible Employees. It is intended
that such employees constitute a select group of management or highly paid employees, within the meaning of ERISA section 201(2), of the Group. Except as provided in Section 3(d)(6), in the event an individual who is not within such a select
group becomes covered by the Plan, then notwithstanding any Plan provision to the contrary such individual’s participation in the Plan shall immediately cease. 

Because the Plan is described in ERISA section 201(2), and other ERISA provisions corresponding thereto, certain provisions of ERISA do not
apply to it and the benefits earned thereunder, including the provisions of Parts 2, 3, and 4 of Title I of ERISA relating to participation and vesting, funding, and fiduciary responsibilities, respectively. In addition, the Plan is not a
tax-qualified plan under the Code, and thus the Plan and benefits paid hereunder are not subject to certain rules which apply to benefits payable under such qualified plans including the annual compensation and benefit limits under Code sections
401(a)(17) and 415, respectively, and the manner in which a Participant’s or Beneficiary’s Plan benefits are subject to income tax. 

(2) Acceptance. Unless an Eligible Employee declines to become covered by the Plan by delivering a written notice to that effect to the
Administrator within thirty (30) days (or such earlier date as the Administrator may prescribe) of what would be otherwise his or her Participation Date, he or she shall have accepted all the terms and conditions of the Plan, including the
provisions of Section 6, and without regard to whether he or she becomes entitled to receive a benefit under the Plan. If such a declination is made, the individual shall not be covered by the Plan and no benefits shall be payable hereunder to
or with respect to such individual; provided, however, the declination shall not be compensated for or replaced with any other current or future item of compensation and shall not constitute a waiver, release, or modification of any restrictions or
covenants relating to such individual’s employment or termination of employment arising under agreements apart from the Plan or under applicable law. Once Plan participation is accepted or declined, such action shall be effective as to the
individual concerned regardless of any later break in service and return to covered employment. 
 (3) Effective Date Participants.
The names of the Eligible Employees covered by the Plan as of the Effective Date and their Participation and Benefit Service Dates are listed on Schedule 1. From time to time Schedule 1 shall be amended to list the names of additional Eligible
Employees who have become covered by the Plan and their Participation and Benefit Service Dates. 

  
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 (b) Vesting. 

(1) General. Except as otherwise expressly provided herein, all benefits otherwise payable under the Plan to or with respect to a
Participant shall be forfeited if the Participant has a Separation from Service before completing five (5) Years of Service. 
 (2)
Death or Disability. A Participant who dies or becomes Disabled while employed by a Group member shall be fully vested in his or her Retirement Benefit. 

(3) Automatic Acceleration of Vesting. If a Participant has a Covered Termination under his or her KEESA, then immediately before such
termination the Participant shall be considered fully vested in his or her Retirement Benefit. 
 (4) Other Forfeiture.
Notwithstanding the foregoing provisions of this Section 3(b), except as otherwise provided under the Plan, all benefits otherwise payable under the Plan to or with respect to a Participant or former Participant shall be subject to forfeiture
to the extent provided in Section 6(b). 
 (c) Benefit Service. (1) Benefit Service Date. For an individual who
becomes an Eligible Employee on or after the Effective Date, the Benefit Service Date shall be the same date as his or her Participation Date. 

(2) Benefit Service Date of Effective Date Participants. The Benefit Service Date of an individual who is an active Participant
immediately before and as of the Effective Date shall be the date listed on Schedule 1 for such individual and such date may precede the individual’s Participation Date. 

(3) Benefit Service. An individual who ceases to be a Participant by reason of death while an Eligible Employee shall be considered to
have completed a Year of Service in the year of death for purposes of determining the Benefit Service earned by such individual, regardless of the actual Hours of Service credited for such year. 

(4) Benefit Service Upon a Covered Termination. If a Participant incurs a Covered Termination, then immediately before such termination
the Participant shall be credited with additional Years of Service for determining Benefit Service equal to the lesser of (i) three (3) and (ii) the greater of (x) seven (7) minus the Benefit Service credited to such
Participant under the Plan, determined without regard to this Section 3(c)(4), as of the first day of the Plan Year beginning immediately after such termination and (y) zero (0). The Benefit Service provided for by this
Section 3(c)(4) shall be in addition to a Participant’s Benefit Service under the Plan determined without regard to this Section 3(c)(4). 

(d) Service Credits. 
 (1)
General. Subject to other Plan provisions, a Participant’s Years of Service shall be based upon the completion of 1,000 Hours of Service during a calendar year. 

  
 7 








 (2) No Vesting Service Before Participation Date. No Year of Service completed before the
calendar year which includes an individual’s Participation Date shall be considered for purposes of applying Section 3(b)(1). 

(3) Non-Duplication of Service Credit. In no event shall a Participant be credited for more than one (1) Year of Service with
respect to any one (1) calendar year. In the event service credit for a period must be provided under the Plan by reason of applicable law (e.g., USERRA) and such credit duplicates service credit otherwise provided under the Plan, then the
service crediting provision which is most beneficial to the Participant under the circumstances shall be applied but without duplication of service credit for the same period. 

(4) Leaves of Absence. In the sole discretion of the Committee, a Participant may be granted service credit for a period of absence from
active employment due to illness, personal circumstances, or such other events as the Committee may authorize under the circumstances and in such amount, manner or type of service credit as the Committee deems appropriate under the circumstances,
but in no event shall such service credit duplicate any such credit otherwise provided under the Plan for the same period or extend beyond the date the Participant Separates from Service. 

(5) Break in Service. Except as determined in the discretion of the Committee, if a Participant Separates from Service before he or she
has a nonforfeitable right to a Retirement Benefit by reason of Section 3(b)(1) and thereafter returns to employment as an Eligible Employee, all service credits earned prior to such termination shall be ignored and the individual’s
service credits shall be determined as if he or she had not been previously employed by any Group member. 
 (6) Transfer. If an
individual becomes a Participant and subsequently, and without a Separation from Service, is employed with a Group member as other than an Eligible Employee, then upon the occurrence of such event the individual shall cease all active participation
under the Plan (e.g., he or she will no longer accrue benefits under the Plan). Such an individual shall continue to be covered by the Plan with respect to determining his or her vesting rights and for purposes of applying Plan provisions related to
the payment of nonforfeitable benefits. 
 (e) Disability. 

(1) General. This Section describes a special service credit and other rules which apply to a Participant who becomes Disabled before
age sixty-five (65) and while he or she is an Eligible Employee (i.e., a “Disabled Participant”). In no event shall a Participant be considered Disabled until and unless he or she supplies all information and takes all acts (e.g.,
submits to medical examinations) reasonably requested by the Administrator to establish the fact of his or her Disability. 
 (2) Credit
for Benefit Service. A Disabled Participant shall receive credit for Benefit Service during the Disability period. This service credit shall be determined, without duplication of other service credit provided under the Plan for the same period,
based upon the complete whole years (with fractional years being rounded to the nearest whole year) which 

  
 8 








 
elapse during the Disability period. The Disability period shall begin on the date of Disability as determined by the Administrator, taking into account any applicable waiting period (e.g., end
of short-term disability period) prescribed by the Administrator for this purpose, and shall end on the earliest of (i) the date the Participant is no longer Disabled or is considered not to be Disabled, (ii) the date the Disabled
Participant attains age sixty-five (65), and (iii) the date of the Participant’s death. 
 (3) Final Average Compensation. A
Participant’s Final Average Compensation, determined as of the beginning of the Disability period, shall not change during the Disability period. If a Disabled Participant recovers from the Disability before attaining age sixty-five
(65) and returns to employment as an Eligible Employee, Final Average Compensation shall be determined as otherwise provided under the Plan and by assuming the Participant’s Compensation during the Disability period was equal to the
Participant’s Final Average Compensation as of the beginning of the Disability period. 
 (4) Payment of Disability Benefit. A
Disabled Participant shall be entitled to a Retirement Benefit commencing as of the first day of the calendar month next following the Participant’s attainment of age sixty-five (65), even if such individual recovers from such Disability prior
to such date. 
 (5) Death During the Disability Period. If a Disabled Participant dies during the Disability period or the Disability
Period ends by reason of attainment of age sixty-five (65) and the Disabled Participant dies before benefits commence, a death benefit shall be paid after such Disabled Participant’s death to the extent provided in Section 4. 

(6) Proof of Disability. The Administrator shall determine whether and when a Participant is Disabled and may adopt such rules and
procedures as it deems appropriate for this purpose. Once a Participant is determined to be Disabled, the Administrator may require the Participant to verify that he or she remains Disabled, and such verification may include requiring the
Participant to submit to one or more medical examinations. If a Participant fails to supply information or take action as requested by the Administrator in order to determine whether the Participant is or remains Disabled, the Participant shall not
be considered Disabled or shall be considered to have recovered from the Disability, as the case may be, except that in no event shall benefits commence prior to the Participant’s age sixty-five (65). 

(f) Compensation. 
 (1)
General. Compensation, and thereby Final Average Compensation, shall be determined solely with respect to such remuneration earned from and after a Participant’s Benefit Service Date and during the period of employment as an Eligible
Employee. In the event a Participant is employed with a Group member before becoming an Eligible Employee or, subject to the provisions of Section 3(d)(6), after ceasing to be an Eligible Employee, the Administrator shall determine the
Compensation allocable to periods of such employment in each capacity in such manner as it deems reasonable in its sole discretion under the circumstances (e.g., allocation of MIP bonuses for the year in which an individual is promoted to an
Eligible Employee). 

  
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 (2) Determination. The amount of Compensation, and thereby Final Average Compensation,
shall be as determined from the books and records of the employing Group member and shall be determined on the basis of when the Compensation is paid to the Participant; provided, however, items of Compensation or portions thereof may be determined
on the basis of when the item is earned (in which case the item or portion shall not be again counted as an item or portion of Compensation when paid) by the Participant if and to the extent the Administrator determines such treatment is appropriate
under the circumstances (e.g., including MIP bonuses earned during the final year of employment as Compensation before such bonus is actually paid; including an amount deferred at the election of the Participant as Compensation when it otherwise
would have been paid but for such election). 
 Section 4. Payments in the Event of Death Before the Benefit Commencement
Date. 
 (a) General. This Section describes the pre-retirement death benefit payable under the Plan to a Beneficiary under
circumstances where an individual, who was a Participant immediately before his or her death, dies before the Benefit Commencement Date. Except as provided in Appendix A, this death benefit shall be in lieu of any other benefits under the Plan with
respect to such a Participant. 
 (b) Vested Participant. No death benefit shall be payable pursuant to this Section 4 unless the
deceased former Participant had a non-forfeitable interest in his or her Retirement Benefit (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual) as of the
date of death or as a consequence of such death (e.g., death while in service with a Group member); provided, however, such a Participant who otherwise had such a non-forfeitable interest shall not be considered to have had such an interest if he or
she is subsequently determined to have forfeited such benefit as provided for in Section 6(b), even if such action or determination is made after such Participant’s death. 

(c) Amount and Timing of Benefit Payment. 

(1) General. Except as otherwise provided herein, the benefit payable to the Beneficiary shall be determined by multiplying the
Participant’s Pension Amount, determined as of the end of the month which includes the date of death and as if the Participant had not died, by the appropriate factor from Table 1 to reflect the period, if any, beginning on the first day of the
calendar month next following the calendar month in which the Participant died and ending on the later of the first day of the third calendar month next following the calendar month of such Participant’s death and the first day of the calendar
month immediately following the calendar month in which such Participant, had he or she survived, would have attained age fifty-five (55). 

(2) Lump Sum. The death benefit provided under this Section 4 shall be paid to the Beneficiary in a lump sum within ninety
(90) days following the date of the Participant’s death. 
 (d) Beneficiary. The identity of the Beneficiary and the rules
with respect to the payment of benefits to such Beneficiary shall be as provided in Section 5. 

  
 10 








 Section 5. Payment of Retirement Benefits. 

(a) General. The Participant shall be responsible for providing such information as the Administrator deems appropriate or useful for
processing the payment of the Retirement Benefit. Unless and only to the extent there is a good faith dispute over the right to the Retirement Benefit or the amount due (and reasonable corresponding efforts to resolve same), the Retirement Benefit
shall be paid commencing as of the Benefit Commencement Date based on the information reasonably available to the Administrator. If there is a delay in the actual commencement of the Retirement Benefit past the Benefit Commencement Date, the Benefit
Commencement Date shall not change and the Participant shall be entitled to receive those benefits which would have been paid on or after such date, but for the delay, but without interest thereon. 

(b) Lump Sum. Notwithstanding anything herein to the contrary, the Retirement Benefit shall be paid to the Participant in a lump sum on
the Benefit Commencement Date if the Pension Amount payable hereunder, plus the Pension Amount payable to the Participant under the Pentair, Inc. Restoration Plan (if any), is $150,000 or less as of the Benefit Commencement Date. 

(c) Re-Employment after Commencement of Benefits. 

(1) General. If a Participant has commenced receiving a Retirement Benefit and subsequent to such commencement again becomes an employee
of a Group member, then payment of such benefit shall not cease during the period of re-employment by reason of such re-employment. 
 (2)
Additional Benefit. In the event the Participant so returns to employment as an Eligible Employee, the Retirement Benefit and Section 4 death benefit payable, if any, for the period of such re-employment shall be determined and paid as
if the Participant had no prior service with a Group member except all of such a Participant’s Years of Service, whether earned before or after such re-employment, shall be aggregated for purposes of applying Section 3(b)(1). 

(d) Death Before End of 180 Month Period. 

(1) Death After the Benefit Commencement Date. If a Participant to whom the Retirement Benefit is being paid dies after the Benefit
Commencement Date and before the end of the one hundred eighty (180) month period over which such benefit is payable, the monthly benefit for the balance of such period shall continue to be paid to such Participant’s Beneficiary. 

(2) Others. The benefit payable after the death of any former Participant not described in paragraph (1) immediately preceding
shall be determined under Section 4. 

  
 11 








 (e) Beneficiary. 

(1) General. Except as otherwise limited by paragraph (2) immediately following, a Participant may at any time and without the
consent of any other person designate a Beneficiary, or change any such prior designation, entitled to receive any Plan benefits payable after the Participant’s death. No such purported designation shall be effective unless it is made in such
form and manner as prescribed by the Administrator. No person shall be recognized as a Beneficiary unless and until such person provides such information or certifications as required under the circumstances by the Administrator. If there is a delay
in the payment of the death benefit to the Beneficiary past the date otherwise provided under the Plan (e.g., there is a delay in determining the person entitled to receive such benefits), the Beneficiary shall be entitled to receive the benefit
which would have been paid to such Beneficiary on or after such date, but for the delay, but without interest thereon. 
 (2) Married
Participants. The sole primary Beneficiary of (i) a Participant or former Participant who has a Spouse as of such Participant’s Benefit Commencement Date or (ii) a former Participant with respect to whom a benefit is payable under
Section 4, and who is survived by a Spouse, shall be such Spouse. In the event such Spouse (x) waives the right to be the sole primary beneficiary of the Participant in such form and manner as prescribed by the Administrator, (y) does
not survive such Participant under the circumstances described in clause (i) immediately preceding or (z) does not survive the one hundred eighty (180) month term certain period over which such benefits are payable, such
Participant’s Beneficiary with respect to any benefits payable after such Participant’s death shall be determined as otherwise provided in this Section 5(e) without regard to this paragraph (2). 

(3) Default Takers. If a Participant or former Participant fails to make a valid beneficiary designation, makes such a designation but
is not survived by any of the persons named as a primary or contingent beneficiary, makes such a designation but the beneficiary named does not survive the period over which the benefits are paid and no other designated beneficiary is then entitled
to the share of such deceased beneficiary, or makes such a designation but such designation does not effectively dispose of all benefits payable after such Participant’s death, then, and to the extent such benefits are payable after such
Participant’s death, all such benefits shall be paid to the executor or personal representative of such Participant’s estate or, if there is no such person, then in accordance with the laws of intestate succession of the jurisdiction in
which such Participant was domiciled as of the date of death. 
 (f) Non-Alienation. Except as otherwise provided under the Plan or as
required under applicable law, unless otherwise determined by the Administrator, no right or benefit under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void, and no such right or benefit shall be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of any
person entitled to such right or benefit, and no such right or benefit shall be subject to garnishment, attachment, execution, or levy of any kind. 

(g) Miscellaneous. 
 (1)
Payment on Behalf of Incompetent Participants or Beneficiaries. If the Administrator shall determine a Participant or Beneficiary entitled to a distribution hereunder is incapable of caring for his or her own affairs because of illness or
otherwise, it may direct that any Plan benefit payments be made in such shares as it shall determine, to the attorney-in-fact, 

  
 12 








 
Spouse, child, parent or other blood relative of such Participant or Beneficiary, or any of them, or to such other person or persons as the Administrator may determine, until such date as it
shall determine such incapacity no longer exists; provided, however, the exercise of this discretion shall not cause an acceleration or delay in the time of payment of Plan benefits except to the extent, and only for the duration of, the time
reasonably necessary to resolve such matters or otherwise protect the interests of the Plan and the Company. The Administrator shall be under no obligation to see to the proper application of the payments so made to such person or persons and any
such payment shall be a complete discharge of any liability under the Plan to such Participant or Beneficiary, to the extent of such distribution. 

(2) Mailing and Lapse of Payments. All payments under the Plan shall be delivered in person or mailed to the last address supplied to
the Administrator by the Participant or Beneficiary, as the case may be. If after reasonable inquiry the Administrator cannot locate the person entitled to the Plan benefits, then payment of such benefits shall be suspended. If such person is
thereafter located, however, then such suspension shall immediately cease and the person shall be entitled to receive all benefits he or she would otherwise have been entitled to receive under the Plan but for such suspension, but without interest
thereon. 
 (3) Overpayment. If the benefits paid to any person exceed the benefits to which the person was actually entitled, then to
the extent of such excess, and as and when payable, future benefits shall be reduced in such manner as the Administrator deems appropriate or, if such reduction is not possible, the Administrator may undertake such actions as it deems reasonable to
recover the excess. 
 (4) Address and TIN. Each Participant or Beneficiary shall be responsible for furnishing the Administrator with
his or her correct current address and taxpayer identification number. 
 (5) Requirement of Releases. If in the opinion of the
Administrator, any present or former Spouse or dependent of a Participant or other person shall by reason of the law of any jurisdiction appear to have any bona fide interest in Plan benefits that may become payable to a Participant or with respect
to a deceased Participant, or otherwise has asserted such a claim, the Administrator may direct such benefits be withheld pending receipt of such written releases as it deems necessary to prevent or avoid any conflict or multiplicity of claims with
respect to the payment of such benefits, but only to the extent and for the duration reasonably necessary to resolve such matters or otherwise protect the interests of the Plan and the Company. 

Section 6. Confidentiality, Covenants Not to Compete, and Non-Solicitation. 

(a) General. Each Eligible Employee acknowledges that as a key executive of the Company or other Group member he or she has become
familiar and will continue to be familiar with the trade secrets, know-how, executive personnel, strategies, other confidential information and data of the Group and its members. Each Eligible Employee further acknowledges that the financial
security of the Group and the Company’s shareholders depends in large part on the efforts of executives like the Eligible Employee, and that a basic premise for the Plan is to compensate such individuals for their efforts in causing the Group
to grow and prosper, thereby helping to insure the Group’s financial future for years well beyond the individual’s period of 

  
 13 








 
service. Therefore, in consideration of the extension of the Plan to an Eligible Employee, he or she agrees that (i) after Separation from Service or other cessation of employment with all
Group members he or she shall not (directly or indirectly), without the Company’s prior written consent, use or disclose to any other person any confidential information or data concerning the Company or other Group members or former Group
members, and (ii) for a period of three (3) years from such separation or cessation he or she shall not (directly or indirectly) and without the Company’s prior written consent: 

 

	 	(1)	own, manage, control, participate in, consult with or render services of any kind for any concern which engages in a business which is competitive with any business being conducted, or contemplated being conducted, by
the Group as of the date of such separation or cessation; 

  

	 	(2)	become an employee or agent of any publicly traded corporation or other entity, or any division or subsidiary of such a corporation or entity, where more than 5% of such organization’s business is in competition
with any business being conducted, or contemplated being conducted, by the Group as of the date of Separation from Service or other cessation of employment, unless the annual sales of such organization do not exceed $40 million; 


 

	 	(3)	participate in any plan or attempt to acquire the business or assets of the Group or control of the voting stock of any member thereof, or in any manner interfere with the control of the Company, whether by friendly or
unfriendly means; or 

  

	 	(4)	induce or attempt to induce any individual to leave the employ of the Company or other Group member or hire any such individual who approaches him or her for employment. 


If at the time of enforcement of the terms of this Section 6, a court shall hold that the duration, scope or area of restriction stated herein are
unreasonable under the circumstances then existing, the Eligible Employee agrees that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area. 

(b) Forfeiture and Other Remedies. Upon any breach of the covenants described in this Section, all benefits then due under the Plan (and
all benefits which otherwise would be due under the Plan in the future) to the Eligible Employee or his or her beneficiaries shall be forfeited. The covenants described in this Section run in favor of and shall be enforceable by the Company or its
assigns. The Company shall be entitled to all legal and equitable remedies to prevent, cure and compensate for a breach of the covenants described herein, without posting of bond, and all such remedies shall be in addition to such forfeiture. By
accepting coverage under the Plan, each Eligible Employee acknowledges and agrees that his or her breach of the covenants described in this Section 6 will result in irreparable harm to the Company. Therefore, to remedy or prevent such a breach
the Company shall be entitled to enjoin the Eligible Employee from taking or failing to take such actions as will or which may be reasonably considered to cause such a breach, including an injunction to prevent the Eligible Employee from breaching
the terms of this Section 6. 

  
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 Section 7. Funding and Payment of Benefits. 

(a) General. The Plan is an unfunded deferred compensation arrangement. No Group member shall establish or is required to establish any
trust to fund benefits provided under the Plan, and no such member shall establish or is required to establish any type of earmarking or segregation of its assets to provide for such benefits. In the event of default of a Group member’s
obligations hereunder, each Participant and his or her beneficiaries shall have no greater entitlements or security than does a general creditor of the Group member. 

(b) Employer Company. Except as otherwise expressly provided herein, the Employer Company shall pay or provide for the payment of
benefits hereunder. If the Employer Company does not timely pay such benefits, then, except as described in subsection (c), the sole recourse of the claimant Participant or Beneficiary is against such Employer Company and no other member of the
Group shall be responsible to pay or provide for the payment of such benefits or liable for the nonpayment thereof. 
 (c) Company
Assumption of Liability. Under the following circumstances, the Company shall assume and be responsible for the payment of benefits hereunder even though it is not the Employer Company: 

 

	 	(i)	the Employer Company is not participating in the Plan as of the date benefits hereunder are scheduled to commence to a Participant or his or her beneficiaries; 


 

	 	(ii)	the Employer Company does not timely pay or provide for the payment of benefits hereunder and such failure is not corrected within thirty (30) days; or 


 

	 	(iii)	the Participant has a Separation from Service due to a sale of the stock (or rights analogous to stock) or assets of a Group member, and the Participant has earned a non-forfeitable Retirement Benefit (determined
without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual) on or before the date of such termination. 


The Company’s obligation under paragraph (i) shall cease when the Employer Company agrees to participate in the Plan. The Company’s obligation
under paragraph (ii) shall cease when the Employer Company is current on its payment of benefits. The Company’s obligation under paragraph (iii) shall not come into effect (or if previously effective, shall cease) as of the date the
person who purchased such stock or assets, or a person who controls such person, agrees in writing to assume the liability for the benefits the Participant has then earned hereunder; provided, however, that upon a Change in Control the Company, any
person in control of the Company, and the Employer Company if not the Company, shall be jointly and severally responsible for payment of benefits hereunder regardless of the other provisions of this Section 7 and the assumption of such
liability by another person shall not discharge the Company, any person in control of the Company, and such Employer Company from liability hereunder. 

(d) Participation by Other Group Members. A member of the Group may join in this Plan by adopting a written resolution of its board of
directors, and delivering such resolution to the Administrator. Any Group member, other than the Company, may end its participation under the Plan by a written resolution of its board of directors delivered to the Committee, provided, 

  
 15 








 
however, that no such resolution ending participation shall be effective until thirty (30) days after it is received by the Administrator. By agreeing to join in the Plan, each Group member
agrees to pay or provide for the payment of benefits hereunder to those Participants and their beneficiaries with respect to whom such member is the Employer Company. No such member, other than the Company, shall have any power or authority to
terminate, amend, administer, modify, or interpret the Plan, all such powers being reserved to the Administrator and the Committee. 

Section 8. Default. Should the Employer Company (and the Company to the extent provided for in Section 7(c)) fail to pay
when due any benefit under the Plan to or with respect to a Participant or Beneficiary and such failure to pay continues for a period of sixty (60) days from receipt of a written notice of nonpayment from the affected Participant or
Beneficiary, the Employer Company (and the Company to the extent provided in Section 7(c)) shall be in default hereunder and shall pay to the Participant or Beneficiary the benefits past due and, by the end of the year next following the year
incurred, the reasonable costs of collection of any such amount, including reasonable attorney’s fees and costs, so long as such costs are submitted by or on behalf of the Participant or Beneficiary to reasonably allow that timely
reimbursement; provided, however, if the Administrator in good faith disputes the amount of such benefit due or whether a person is entitled to such a benefit, then to the extent and duration of such a dispute the Employer Company (and the Company
to the extent provided for in Section 7(c)) shall not be considered in default hereunder; provided further, however, upon a Change in Control a Participant for whom and while a Covered Termination may occur, shall be entitled to payment or
reimbursement of such costs of collection as provided under Section 13(l). 
 Section 9. Administration of the Plan.

 (a) General. The Company, through its designated officers and agents, shall be the Administrator and thereby handle the
day-to-day administration of the Plan and such other administrative duties as are allocated to the Administrator under the Plan. All such administrative duties and powers shall be performed by and rest in the Company’s Senior Vice President of
Human Resources (or persons designated by such Senior Vice President). Except as otherwise provided under the Plan, the Administrator shall: 
  

	 	(1)	determine the rights and benefits of individuals and other persons under the Plan; 

  

	 	(2)	interpret, construe, and apply the provisions of the Plan; 

  

	 	(3)	process and direct the payment of Plan benefits; 

  

	 	(4)	adopt such forms as it deems appropriate or desirable to administer the Plan and pay benefits thereunder; and 

  

	 	(5)	adopt such rules and procedures as it deems appropriate or desirable to administer the Plan. 


(b) Committee. The Committee shall exercise such powers as are allocated to it under the Plan and shall be empowered to direct other
persons as to Plan administration, and its directions shall be followed to the extent consistent with the powers delegated to the Committee and not otherwise contrary to the provisions of the Plan. 

  
 16 








 (c) Discretion. In exercising their powers and duties under this Section, and their other
powers and duties granted under the Plan, the Committee and the Administrator and each member or delegate thereof is granted such discretion as is appropriate or necessary to carry out such duties and powers. This discretion necessarily follows from
the fact that the Plan does not, and is not intended to, prescribe all rules necessary to administer the Plan or anticipate all circumstances or events which may arise in the course of such administration. 

(d) Indemnity. No member of the Committee or person acting on behalf of the Administrator shall be subject to any liability with respect
to the performance of his or her duties under the Plan or a related document unless he or she acts fraudulently or in bad faith. The Company shall indemnify and hold harmless the members of the Committee and the Company’s officers and
employees, and the officers and employees of another Group member, from any liability with respect to the performance of their duties under the Plan, unless such duties were performed fraudulently or in bad faith. Such indemnification shall cover
any and all reasonable attorneys’ fees and expenses, judgments, fines and amounts paid in settlement, but only to the extent such amounts are actually and reasonably incurred, not otherwise paid or reimbursable under an applicable employer paid
insurance policy, and not duplicative of other payments made or reimbursements due by the Company or its affiliates under other indemnity agreements. 

(e) Code Section 409A. The Plan shall be administered, and the Administrator and the Committee shall exercise their discretionary
authority under the Plan, in a manner consistent with Code section 409A and Treasury Regulations and other applicable guidance thereunder. Any permissible discretion to accelerate or defer a Plan payment under such Regulations, the power which to
exercise is not otherwise described expressly in the Plan, shall be exercised by the Committee. Any other discretion with respect to, or which directly or indirectly impact, the application of Code section 409A, the exercise of which is not
expressly lodged in the Committee, shall be exercised by the Administrator. In the event the matter over which such discretion may be exercised relates to a Committee member or a delegate of the Administrator, or such member or delegate is otherwise
unable to freely exercise such discretion, such member or delegate shall not take part in the deliberations and decisions regarding that matter. 

(f) Use of Professional Services. The Administrator and the Committee may obtain the services of such attorneys, accountants, record
keepers or other persons as it deems appropriate, any of whom may be the same persons who are providing services to the Company or other Group member. In any case in which the Administrator and the Committee utilizes such services, it shall retain
exclusive discretionary authority and control over the administration and operation of the Plan. 
 (g) Communications. Requests,
claims, appeals, and other communications related to the Plan shall be in writing and shall be made by transmitting the same via the U.S. Mail to the Company’s Senior Vice President of Human Resources, at the Company’s corporate
headquarters address. 

  
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 Section 10. Effect of KEESA. If a Participant incurs a Covered Termination,
then as or with respect to that Participant: 
  

	 	(i)	notwithstanding the provisions of Section 6, the scope or duration (or both) of such Participant’s covenants under Section 6 shall be no greater or longer than similar covenants provided for in such
Participant’s KEESA and, to the extent there are no such similar covenants in such Participant’s KEESA, then Section 6 shall be void and of no force and effect; and 


 

	 	(ii)	in the case of any conflict between the terms and provisions of this Plan and the terms and provisions of such Participant’s KEESA, the terms of such Participant’s KEESA shall control to the extent more
beneficial to such Participant, and the obligations of the Company under such KEESA shall be in addition to any of its obligations under the Plan. 


Section 11. Amendment or Termination.  

(a) General.This Plan may be terminated or amended, in whole or in part, at any time by written resolution of the Board. Any such action
may apply to the Plan as a whole, or any individual Participant or group of Participants. Except as provided in Section 11(b) and (c), any such action may reduce or eliminate (retroactively or prospectively, or both) any benefits under the Plan
that otherwise would be payable but for such action. 
 (b) Limitation on Power to Amend or Terminate. (1) Vested
Participants. As to any Participant who has earned a non-forfeitable Retirement Benefit (determined without regard to Section 6) before the date the Plan is amended or terminated (or, if later, before the date such action is effective), no
such amendment or termination shall (without the specific written consent of the Participant): 
  

	 	(i)	reduce the Retirement Benefit earned by the Participant; 

  

	 	(ii)	reduce the amount of Retirement Benefit then being paid to a Participant; or 

  

	 	(iii)	terminate, amend, or otherwise change the liability of the Company, Employer Company, or other person to pay or provide for the payment of Retirement Benefits protected under clauses (i) and (ii) immediately
preceding. 

 (2) Beneficiaries. As to any former Participant who has died before the date the Plan is amended or
terminated (or, if later, before the date such action is effective), no such amendment or termination shall (without the specific written consent of such Participant’s Beneficiary): 

 

	 	(i)	reduce the amount of Plan benefits to which such Beneficiary is entitled or change the form in which benefits are payable; or 

  

	 	(ii)	terminate, amend, or otherwise change the liability of the Company, Employer Company, or other person to pay or provide for the payment of benefits protected under clause (i) immediately preceding.



  
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 (c) Change in Control. In addition to the limitations described in Section 11(b),
upon a Change in Control and with respect to a Participant for whom a Covered Termination has or may occur, then without the specific written consent of the Participant (or Beneficiary in the event of the Participant’s death), the Plan as in
existence immediately prior to the Change in Control may not be (directly or indirectly) terminated, amended, or otherwise changed in any substantive respect during the three year period beginning with the date of the Change in Control, but only
with respect to such individual. The prohibition herein described shall apply to any action which affects or is intended to affect the terms and provisions of the Plan as then in effect during such three year period, regardless of when made or
effective. 
 (d) Continuation of Plan Provisions. To the extent that any Plan benefits, and rights and obligations allocable thereto,
are protected under Section 11(b) and (c), then as to the persons described in Section 11(b) and (c) the Plan shall continue in force and effect, as if no such amendment or termination had occurred, until such benefits are fully paid
or fully provided for to such persons. 
 Section 12. Claims.  

(a) Filing Claims.A Participant or Beneficiary (or a person who in good faith believes he or she is a Participant or Beneficiary, i.e.,
a “claimant”) who believes he or she has been wrongly denied benefits under the Plan may file a written claim for benefits with the Administrator. Although no particular form of written claim is required, no such claim shall be considered
unless it provides a reasonably coherent explanation of the claimant’s position. 
 (b) Decision on Claim. The Administrator
shall in writing approve or deny the claim within sixty (60) days of receipt, provided that such sixty (60) day period may be extended for reasonable cause by notifying the claimant. If the claim is denied, in whole or in part, the
Administrator shall provide notice in writing to the claimant, setting forth the following: 
  

	 	(1)	the specific reason or reasons for the denial; 

  

	 	(2)	a specific reference to the pertinent Plan provisions on which the denial is based; 

  

	 	(3)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material is necessary; and 


 

	 	(4)	the steps to be taken if the claimant wishes to appeal the decision to the Committee. 

 (c)
Appeal of Denied Claim. (1) Filing Appeals. A claimant whose claim has been denied in whole or in part may appeal such denial to the Committee by filing a written appeal with the Administrator within sixty (60) days of the
date of the denial. A decision of the Administrator which is not appealed within the time herein provided shall be final and conclusive as to any matter which was presented to the Administrator. 

(2) Rights on Appeal. A claimant (or a claimant’s duly authorized representative) who appeals the Administrator’s decision
shall, for the purpose of preparing such appeal, have the right to review any pertinent Plan documents, and submit issues and comments in writing to the Committee. 

  
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 (d) Decision by Appeals Committee. The Committee shall make a final and full review of any
properly appealed decision of the Administrator within sixty (60) days after receipt of the appeal, provided that such period may be extended for reasonable cause by notifying the claimant. The Committee’s decision shall be in writing and
shall include specific reasons for its decisions and specific references to the pertinent Plan provisions on which its decision is based. 

Section 13. Miscellaneous. 

(a) Employer’s Rights. The right of a Group member to discipline or discharge employees or to exercise rights related to the tenure
of employment shall not be adversely affected in any manner by reason of the existence of the Plan or any action hereunder. 
 (b)
Interpretation. Section and subsection headings are for convenient reference only and shall not be deemed to be part of the substance of this instrument or in any way to enlarge or limit the contents of any Section or subsection. Masculine
gender shall include the feminine, and vice versa, and singular shall include the plural, and vice versa, unless the context clearly requires otherwise. 

(c) Withholding of Taxes. All benefits earned under the Plan or the payment of such benefits, as the case may be, shall be subject to
withholding for federal, state, local and other taxes as required by law. If and to the extent any such withholding is required before such benefits are paid to the Participant or Beneficiary, such withholdings shall be made from amounts otherwise
payable to such person by a Group member (e.g., salary). If no such other amounts are available to satisfy such withholdings, the Company may reduce the Participant’s Retirement Benefit by the amount needed to pay the Participant’s portion
of such tax, plus, with respect to a distribution for FICA taxes, an amount equal to the withholding taxes due under federal, state or local law resulting from the payment of such FICA tax, and an additional amount to pay the additional income tax
at source on wages attributable to the pyramiding of the section 3401 wages and taxes, but no greater than the aggregate of the FICA amount and the income tax withholding related to such FICA amount. 

(d) Offset for Amounts Due. A Participant’s Retirement Benefit may be reduced by one or more offsets to repay any amounts then due
and owing by the Participant to a Group member, unless another means of repayment is agreed to by the Administrator. Except for the right to immediate offset by reduction of the vested Pension Amount for an amount up to $5,000, or such higher amount
as allowed in Treasury Regulations under Code section 409A or other applicable guidance, no such offset shall be made before an amount is scheduled to be paid to the Participant or Beneficiary and the amount then offset shall not exceed the amount
that would be then otherwise paid. 
 (e) Computational Errors. In the event mathematical, accounting, actuarial or other errors are
made in administration of the Plan, the Administrator may make equitable adjustments, which adjustments may be retroactive, to correct such errors. Such adjustments shall be conclusive and binding on all Participants and Beneficiaries. 

  
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 (f) Requirement of Proof. In discharging their duties and responsibilities under the Plan,
the Administrator and the Committee may require proof of any matter concerning this Plan, and no person shall acquire any rights or be entitled to receive any benefits under this Plan until such proof is furnished. 

(g) Tax Consequences. Neither the Company nor any other Group member represents or guarantees that any particular federal, foreign,
state or local income, payroll, or other tax consequence will result from participation in this Plan or payment of benefits under the Plan. 

(h) Communications. The Administrator shall prescribe the forms of communication, including forms for benefit application and the like,
with respect to the Plan as it deems appropriate. Any such communication and assent or consent thereto may be handled by electronic means. 

(i) Not Compensation Under Other Benefit Plans. No amounts paid or payable to a Participant under the Plan shall be deemed to be salary
or compensation for purposes of any other employee benefit plan of the Company or any other Group member except as and to the extent otherwise specifically provided in such other plan. 

(j) Choice of Law. To the extent not preempted by ERISA or any other federal statute, the construction and interpretation of the Plan
shall be governed by the laws of the State of Minnesota, without reference to conflict of law principles thereof. 
 (k) Savings
Clause. Should any valid federal or state law or final determination of any agency or court of competent jurisdiction affect any provision of this Plan, the Plan provisions not affected by such determination shall continue in full force and
effect. 
 (l) Change in Control. A Participant, with a KEESA in effect at the time of a Change in Control, shall be entitled to
adjudicate any dispute regarding his or her benefits or rights and entitlements under the Plan, after compliance to the extent necessary with the claim procedures under Section 12, in the forums and venues as provided in Section 22 of the
KEESA, and shall be entitled to payment or reimbursement of costs and expenses related to such adjudication as provided in Section 15 of the KEESA. 

Section 14. Transition Rules.  

(a) General.Except as described in this Section, this Plan document shall govern when and how Plan benefits are payable with respect to
individuals who are Participants on or after January 1, 2009. For the period that began on January 1, 2005 and ended December 31, 2008, the Plan as in effect on December 31, 2004 governed the rights and obligations of the Company
and Participants, except as modified by the Administrator in its discretion so that the Plan and its operations were in good faith compliance with Code section 409A. 

(b) 2004 Vested Participants Benefits. The Plan document in effect as of December 31, 2004 (the “2004 Plan”) shall govern
when and how then vested Plan benefits are payable, including the elections available or discretion granted to choose or affect the form or commencement date of such benefits. In determining such vested Plan benefits, the Pension 

  
 21 








 
Amount as of such date shall be determined as if the Participant had a Separation from Service on the earlier of (i) December 31, 2004 and (ii) the actual date of such event. The
Pension Amount as so determined shall be increased by the adjustment factor for the period from the first of the month next following the earlier of such dates to the Monthly Installment commencement date, and shall be converted into the Monthly
Installment forms available for payment, all as provided for in the 2004 Plan. 
 (c) Excess. The excess, if any, of the total Plan
benefit payable to or with respect to a Participant expressed as the Monthly Installment over the Plan benefit so payable expressed as the Monthly Installment and described in subsection (b) immediately preceding shall be subject to this Plan
document. 
  
  

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby approve the form and content of this amended and
restated Plan document. 
  

							
	 Dated: 
	 	 	 		  	  



  
 22 








 APPENDIX A 

Article 1. General. The supplemental retirement benefit, and benefits related thereto, described in this Appendix A are in
addition to the benefits payable under the Plan apart from this Appendix A. Except as provided in this Appendix A or as necessary and appropriate to implement its provisions, all Plan provisions apart from this Appendix A shall apply to the benefits
described herein (e.g., determination of a Beneficiary and the amount or portion payable to such Beneficiary; the covenants described in Section 6). 

Article 2. Participants and Appendix A Benefits. (a) General. The Participant who may be entitled to the
supplemental retirement benefit described in this Appendix A and the amount of such benefit is described below. 
  

			
	 Name of Participant
	  	 Supplemental Retirement Benefit

	 Delton D. Nickel
	  	$256.00 per month for each Year of Service

 (b) Year of Service. (1) General. For purposes of applying the benefit formula described
immediately above, a Year of Service means a calendar year ending December 31, beginning with the calendar year ending December 31, 1999 and each anniversary thereof, for which the individual completes 1,000 Hours of Service as an Eligible
Employee. For this purpose, an individual who becomes Disabled shall be considered to have completed 1,000 Hours of Service as of each such December 31 during the Disability period, and an individual who has a Separation from Service as an
Eligible Employee due to death shall be considered to have completed 1,000 Hours of Service for the calendar year of death. 
 (2) Service
Upon a Covered Termination. If a Participant, described in Article 2(a) immediately preceding, incurs a Covered Termination, the supplemental retirement benefit described in this Appendix A as to such Participant shall be no less than the amount
determined as if the Participant completed a Year of Service for each calendar year after 1999 and ending with, but including, the calendar year in which he attains or would attain age sixty-two (62). 

(c) Supplemental Retirement Benefit Described. The supplemental retirement benefit described in this Appendix A is a monthly benefit,
commencing as of the Benefit Commencement Date and payable as the Monthly Installment. Assuming the Participant is otherwise entitled to receive such benefit, the commencement date of such supplemental retirement benefit shall be the same date as
the Participant’s Retirement Benefit apart from this Appendix A. To account for the fact this Appendix A supplemental benefit is already expressed as a one hundred eighty (180) month term certain Monthly Installment whereas the Retirement
Benefit apart from this Appendix A is derived under a formula which starts with the Pension Amount, the amount of such supplemental monthly retirement benefit shall be adjusted if the Participant survives to the Benefit Commencement Date by the
appropriate factor set forth in Table 1 to reflect the period beginning on the first day of the calendar month in which the Separation from Service occurs and ending on the Benefit Commencement Date. 

  
 23 








 (d) Death Before Benefit Commencement Date. If the Participant described in this Appendix
A dies before his Benefit Commencement Date, a death benefit shall be paid to such Participant’s Beneficiary in addition to the death benefit payable under Section 4 with respect to such Participant. The commencement date and form of such
death benefit shall be the same as the death benefit payable under Section 4, and the amount of the death benefit provided by this Appendix A shall be the supplemental retirement benefit earned hereunder as of such Participant’s death,
adjusted in a manner consistent with Section 4 to account for the fact such supplemental retirement benefit is already expressed as an Monthly Installment. 

  
 24 








 SCHEDULE 1 

Active 
  

							
	 Name
	  	 Current Position
	  	 SERP Participation Date
	  	 Benefit Service Date

	 Borin, Mark
	  	Corporate Controller and Chief Accounting Officer	  	3/31/2008	  	3/31/2008
	 Hogan, Randall
	  	Chairman, Chief Executive Officer	  	1/1/1999	  	3/16/1998
	 Koury, Frederick
	  	SVP, Human Resources	  	8/11/2003	  	8/11/2003
	 Lageson, Angela
	  	SVP, Gen Counsel & Corp Secretary	  	2/23/2010	  	2/23/2010
	 Meyer, Mike
	  	VP, Treasury and Tax	  	5/1/2004	  	5/1/2004
	 Stauch, John
	  	EVP and Chief Financial Officer	  	2/12/2007	  	2/12/2007

 Inactive 
  

									
	 Name
	  	SERP Participation Date	 	  	Benefit Service Date	 
	 Ainsworth, Louis
	  	 	1/1/1999	  	  	 	7/1/1997	  
	 Dempsey, Jack
	  	 	4/4/2005	  	  	 	4/4/2005	  
	 Dessing, Peter
	  	 	5/1/2004	  	  	 	5/1/2004	  
	 Nickel, Del
	  	 	1/1/1999	  	  	 	10/1/1996	  
	 Schrock, Michael
	  	 	1/1/1999	  	  	 	1/1/1999	  
	 Waltz, William
	  	 	5/1/2004	  	  	 	5/1/2004	  


  
 25 








 SCHEDULE 2 

 


 Items Included 

Base salary or wages, including such salary or wages deferred at the election of an individual under the Pentair, Inc. Non-Qualified Deferred Compensation Plan

 401(k) plan before-tax and after-tax employee contributions 

Section 125 plan (flexible benefit plan) pre-tax employee contributions 

Employee Stock Purchase and Bonus Plan employer bonus contributions 

Management Incentive Plan (or successor plan) bonus, including such bonus deferred at the election of an individual under the Pentair, Inc. Non-Qualified
Deferred Compensation Plan 
 Holiday pay 
 Sick leave pay 

Bereavement pay 
 Jury duty pay 

Military pay 
 Gain-sharing payments 

Profit-sharing payments 
 Short-term disability benefits 

Perquisites



 Items Excluded 

Cash payments made and property or rights in property other than cash granted under or pursuant to the Omnibus Stock Incentive Plan or successor plan 

Special awards under the Management Incentive Plan or successor plan 

Severance pay 
 Moving expense reimbursements 

Employee business expense reimbursements 
 Tuition reimbursement

 Adoption assistance payments 
 Computer hardware and software
purchase reimbursements 
 Special cash awards 
 Foreign duty
pay enhancements 
 Except as expressly provided in the column immediately to the left, amounts contributed to (e.g., deferred salary) or received under or
pursuant to non-qualified deferred compensation arrangements including, but not limited to, the Pentair, Inc. Non-Qualified Deferred Compensation Plan 

Except as expressly provided in the column immediately to the left, all contributions (other than after-tax employee contributions) to and all benefits
received under a tax-qualified plan 

 


  
 26 








 TABLE 1 
  

																							
	 Deferral
Percent (in
months)
	  	Adjustment
Factor	  	Deferral
Percent (in
months)	  	Adjustment
Factor	  	Deferral
Percent (in
months)	  	Adjustment
Factor	  	Deferral
Percent (in
months)	  	Adjustment
Factor	  	Deferral
Percent (in
months)	  	Adjustment
Factor	  	Deferral
Percent (in
months)	  	Adjustment
Factor
	 0
	  	1.00000	  	60	  	1.40255	  	120	  	1.96715	  	180	  	2.75903	  	240	  	3.86968	  	300	  	5.42743
	 1
	  	1.00565	  	61	  	1.41048	  	121	  	1.97827	  	181	  	2.77463	  	241	  	3.89156	  	301	  	5.45812
	 2
	  	1.01134	  	62	  	1.41846	  	122	  	1.98946	  	182	  	2.79032	  	242	  	3.91357	  	302	  	5.48898
	 3
	  	1.01706	  	63	  	1.42648	  	123	  	2.00071	  	183	  	2.80610	  	243	  	3.93570	  	303	  	5.52002
	 4
	  	1.02281	  	64	  	1.43454	  	124	  	2.01202	  	184	  	2.82196	  	244	  	3.95795	  	304	  	5.55123
	 5
	  	1.02859	  	65	  	1.44265	  	125	  	2.02340	  	185	  	2.83792	  	245	  	3.98033	  	305	  	5.58262
	 6
	  	1.03441	  	66	  	1.45081	  	126	  	2.03484	  	186	  	2.85396	  	246	  	4.00283	  	306	  	5.61418
	 7
	  	1.04026	  	67	  	1.45901	  	127	  	2.04634	  	187	  	2.87010	  	247	  	4.02547	  	307	  	5.64592
	 8
	  	1.04614	  	68	  	1.46726	  	128	  	2.05791	  	188	  	2.88633	  	248	  	4.04823	  	308	  	5.67785
	 9
	  	1.05205	  	69	  	1.47556	  	129	  	2.06955	  	189	  	2.90265	  	249	  	4.07112	  	309	  	5.70995
	 10
	  	1.05800	  	70	  	1.48390	  	130	  	2.08125	  	190	  	2.91906	  	250	  	4.09413	  	310	  	5.74223
	 11
	  	1.06398	  	71	  	1.49229	  	131	  	2.09302	  	191	  	2.93557	  	251	  	4.11728	  	311	  	5.77470
	 12
	  	1.07000	  	72	  	1.50073	  	132	  	2.10485	  	192	  	2.95216	  	252	  	4.14056	  	312	  	5.80735
	 13
	  	1.07605	  	73	  	1.50922	  	133	  	2.11675	  	193	  	2.96886	  	253	  	4.16397	  	313	  	5.84019
	 14
	  	1.08213	  	74	  	1.51775	  	134	  	2.12872	  	194	  	2.98564	  	254	  	4.18752	  	314	  	5.87321
	 15
	  	1.08825	  	75	  	1.52633	  	135	  	2.14076	  	195	  	3.00252	  	255	  	4.21119	  	315	  	5.90642
	 16
	  	1.09441	  	76	  	1.53496	  	136	  	2.15286	  	196	  	3.01950	  	256	  	4.23500	  	316	  	5.93981
	 17
	  	1.10059	  	77	  	1.54364	  	137	  	2.16503	  	197	  	3.03657	  	257	  	4.25895	  	317	  	5.97340
	 18
	  	1.10682	  	78	  	1.55237	  	138	  	2.17728	  	198	  	3.05374	  	258	  	4.28303	  	318	  	6.00717
	 19
	  	1.11307	  	79	  	1.56114	  	139	  	2.18959	  	199	  	3.07101	  	259	  	4.30725	  	319	  	6.04114
	 20
	  	1.11937	  	80	  	1.56997	  	140	  	2.20197	  	200	  	3.08837	  	260	  	4.33160	  	320	  	6.07530
	 21
	  	1.12570	  	81	  	1.57885	  	141	  	2.21442	  	201	  	3.10583	  	261	  	4.35609	  	321	  	6.10965
	 22
	  	1.13206	  	82	  	1.58778	  	142	  	2.22694	  	202	  	3.12340	  	262	  	4.38072	  	322	  	6.14419
	 23
	  	1.13846	  	83	  	1.59675	  	143	  	2.23953	  	203	  	3.14106	  	263	  	4.40549	  	323	  	6.17893
	 24
	  	1.14490	  	84	  	1.60578	  	144	  	2.25219	  	204	  	3.15882	  	264	  	4.43040	  	324	  	6.21387
	 25
	  	1.15137	  	85	  	1.61486	  	145	  	2.26493	  	205	  	3.17668	  	265	  	4.45545	  	325	  	6.24900
	 26
	  	1.15788	  	86	  	1.62399	  	146	  	2.27773	  	206	  	3.19464	  	266	  	4.48064	  	326	  	6.28433
	 27
	  	1.16443	  	87	  	1.63317	  	147	  	2.29061	  	207	  	3.21270	  	267	  	4.50598	  	327	  	6.31987
	 28
	  	1.17101	  	88	  	1.64241	  	148	  	2.30356	  	208	  	3.23087	  	268	  	4.53146	  	328	  	6.35560
	 29
	  	1.17764	  	89	  	1.65169	  	149	  	2.31659	  	209	  	3.24913	  	269	  	4.55708	  	329	  	6.39154
	 30
	  	1.18429	  	90	  	1.66103	  	150	  	2.32969	  	210	  	3.26750	  	270	  	4.58284	  	330	  	6.42767
	 31
	  	1.19099	  	91	  	1.67042	  	151	  	2.34286	  	211	  	3.28598	  	271	  	4.60876	  	331	  	6.46402
	 32
	  	1.19772	  	92	  	1.67987	  	152	  	2.35610	  	212	  	3.30456	  	272	  	4.63481	  	332	  	6.50057
	 33
	  	1.20450	  	93	  	1.68937	  	153	  	2.36943	  	213	  	3.32324	  	273	  	4.66102	  	333	  	6.53732
	 34
	  	1.21131	  	94	  	1.69892	  	154	  	2.38282	  	214	  	3.34203	  	274	  	4.68737	  	334	  	6.57428
	 35
	  	1.21816	  	95	  	1.70853	  	155	  	2.39630	  	215	  	3.36093	  	275	  	4.71388	  	335	  	6.61146
	 36
	  	1.22504	  	96	  	1.71819	  	156	  	2.40985	  	216	  	3.37993	  	276	  	4.74053	  	336	  	6.64884
	 37
	  	1.23197	  	97	  	1.72790	  	157	  	2.42347	  	217	  	3.39904	  	277	  	4.76733	  	337	  	6.68643
	 38
	  	1.23894	  	98	  	1.73767	  	158	  	2.43717	  	218	  	3.41826	  	278	  	4.79429	  	338	  	6.72424
	 39
	  	1.24594	  	99	  	1.74750	  	159	  	2.45095	  	219	  	3.43759	  	279	  	4.82140	  	339	  	6.76226
	 40
	  	1.25299	  	100	  	1.75738	  	160	  	2.46481	  	220	  	3.45703	  	280	  	4.84866	  	340	  	6.80049
	 41
	  	1.26007	  	101	  	1.76731	  	161	  	2.47875	  	221	  	3.47657	  	281	  	4.87607	  	341	  	6.83894
	 42
	  	1.26719	  	102	  	1.77731	  	162	  	2.49276	  	222	  	3.49623	  	282	  	4.90364	  	342	  	6.87761
	 43
	  	1.27436	  	103	  	1.78735	  	163	  	2.50686	  	223	  	3.51600	  	283	  	4.93137	  	343	  	6.91650
	 44
	  	1.28156	  	104	  	1.79746	  	164	  	2.52103	  	224	  	3.53588	  	284	  	4.95925	  	344	  	6.95561
	 45
	  	1.28881	  	105	  	1.80762	  	165	  	2.53529	  	225	  	3.55587	  	285	  	4.98729	  	345	  	6.99493
	 46
	  	1.29610	  	106	  	1.81784	  	166	  	2.54962	  	226	  	3.57598	  	286	  	5.01549	  	346	  	7.03448
	 47
	  	1.30343	  	107	  	1.82812	  	167	  	2.56404	  	227	  	3.59619	  	287	  	5.04385	  	347	  	7.07426
	 48
	  	1.31080	  	108	  	1.83846	  	168	  	2.57853	  	228	  	3.61653	  	288	  	5.07237	  	348	  	7.11426
	 49
	  	1.31821	  	109	  	1.84885	  	169	  	2.59311	  	229	  	3.63698	  	289	  	5.10105	  	349	  	7.15448
	 50
	  	1.32566	  	110	  	1.85931	  	170	  	2.60778	  	230	  	3.65754	  	290	  	5.12989	  	350	  	7.19493
	 51
	  	1.33316	  	111	  	1.86982	  	171	  	2.62252	  	231	  	3.67822	  	291	  	5.15889	  	351	  	7.23562
	 52
	  	1.34069	  	112	  	1.88039	  	172	  	2.63735	  	232	  	3.69902	  	292	  	5.18806	  	352	  	7.27653
	 53
	  	1.34827	  	113	  	1.89102	  	173	  	2.65226	  	233	  	3.71993	  	293	  	5.21740	  	353	  	7.31767
	 54
	  	1.35590	  	114	  	1.90172	  	174	  	2.66726	  	234	  	3.74097	  	294	  	5.24690	  	354	  	7.35904
	 55
	  	1.36356	  	115	  	1.91247	  	175	  	2.68234	  	235	  	3.76212	  	295	  	5.27656	  	355	  	7.40065
	 56
	  	1.37127	  	116	  	1.92328	  	176	  	2.69750	  	236	  	3.78339	  	296	  	5.30640	  	356	  	7.44250
	 57
	  	1.37903	  	117	  	1.93416	  	177	  	2.71276	  	237	  	3.80478	  	297	  	5.33640	  	357	  	7.48458
	 58
	  	1.38682	  	118	  	1.94509	  	178	  	2.72809	  	238	  	3.82629	  	298	  	5.36657	  	358	  	7.52690
	 59
	  	1.39467	  	119	  	1.95609	  	179	  	2.74352	  	239	  	3.84793	  	299	  	5.39692	  	359	  	7.56946


  
 27