EX-10.1







Exhibit 10.1




Form of Award Letter under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended




Date:




To:




Subject: 20[_] Long Term Incentive Plan Award



I am pleased to inform you that the Compensation Committee of the Pentair, Inc. Board of Directors
has awarded you the following grant. This grant is effective [______], 20[_] under the Pentair,
Inc. 2008 Omnibus Stock Incentive Plan, as Amended.



[___] restricted stock units and dividend equivalent units, which vest over the following
schedule:




1/2 of the units on [three years after grant date]

1/2 of the units on [four years after grant date]



[___] stock options, which will vest over the following schedule:




1/3 of the options on [one year after grant date]

1/3 of the options on [two years after grant date]

1/3 of the options on [three years after grant date]



The options have an exercise price of $[___] per share, which will increase in value as Pentair
common stock appreciates, and have an expiration date of [ten years after grant date].



[___] performance units. Each performance unit has a value equal to $[_______]. You will earn
all or a portion of the performance units based on the extent to which the [performance goal]
established by the Compensation Committee is achieved as of December 31, 20[_]. If the threshold
goal is met, [___]% of the performance units will be paid. If the target goal is met, [___]% of
the performance units will be paid. If the maximum goal is met, [___]% of the performance units
will be paid. You will be notified of the specific threshold, target and maximum goals in February
of 20[_].



Included for your review and records is an Optionee Statement summarizing all awards granted to
you, a Plan prospectus, a summary of the Terms and Conditions that apply to your grant, and an
Exercise Notice and Agreement for your future use. If you have any questions regarding your award,
please call Stephanie Maxam at [___]-[___]-[___]or Clinton Shoap at [___]-[___]-[___].




	 	 	 	 	 
	Sincerely,

 	 	 
	
 	 	 
	Randall J. Hogan 	 	 
	Chairman and CEO 	 	 



 









 







	 	 	 	 	 








TERMS AND CONDITIONS OF YOUR

OMNIBUS STOCK INCENTIVE PLAN GRANT



In accordance with the terms and provisions of the Pentair, Inc. 2008 Omnibus Stock Incentive Plan,
as Amended (the “Plan”), you have been granted restricted stock units, stock options and
performance units as described in the attached grant notification letter.



The following terms and conditions govern your grant and, by accepting this grant, you agree to the
following:




Restricted Stock Units





	 	•	 	The restricted stock units become “vested” on the vesting dates noted in your grant
letter. Upon vesting, the shares underlying the restricted stock units will be issued
according to your instructions, unless you have elected to defer the units under the
Pentair, Inc. Non-Qualified Deferred Compensation Plan. In the event the vest date falls
on a weekend day or holiday, the restricted stock units will vest and shares will be
released on the next trading day.
	 
	 	•	 	Each restricted stock unit includes one dividend equivalent unit, which is subject to
the same vesting condition as the restricted stock unit to which it relates. A dividend
equivalent unit entitles you to a cash payment upon vesting equal to the cash dividends
declared on a share of stock. Dividend equivalent units will accrue and be paid to you
in cash upon vesting, unless you have elected to defer the units under the Pentair, Inc.
Non-Qualified Deferred Compensation Plan. Dividend equivalent units are not eligible for
reinvesting under the Pentair, Inc. Dividend Reinvestment Plan.
	 
	 	•	 	If your employment with the Company terminates (voluntarily or involuntarily) before
the expiration of the restriction period, all nonvested restricted stock units and their
related dividend equivalent units will be forfeited. Exceptions to this rule are made
for certain types of terminations, including termination due to death, disability or
retirement, in accordance with the terms of the Plan. The restricted stock units and
dividend equivalent units will also vest upon a Change of Control (as defined in the
Plan, except that the Change of Control must also comply with Code Section 409A).
	 
	 	•	 	You cannot vote restricted stock units.




 









 






	 	•	 	You may not sell, assign, transfer, pledge as collateral or otherwise dispose of your
restricted stock units at any time during the restriction period.
	 
	 	•	 	The fair market value of the shares that are issued and the cash paid upon vesting of
the restricted stock units and related dividend equivalent units will be considered
taxable compensation, subject to withholding taxes. With respect to the issuance of
shares, you may satisfy the withholding tax obligation by electing to either write a
check for the tax withholding amount to the Company, or by having the Company withhold a
number of shares that would otherwise be delivered having a fair market value equal to
the minimum taxes required to be withheld. In the absence of an election, the Company
will withhold shares to cover the applicable withholding taxes. With respect to the
payment of dividend equivalent units, the Company will withhold the taxes from the cash
payment.





Stock Options





	 	•	 	All options are intended to be incentive stock options to the extent permitted under
the Plan.
	 
	 	•	 	Options may be exercised only after they become vested, as noted in your grant letter,
and expire ten years from the date of grant, unless another expiration date is noted in
your grant letter.
	 
	 	•	 	If your employment with the Company terminates (for any reason except for cause), you
may exercise options which are exercisable on the last day of employment for up to 90
days after your termination date or, if earlier, the date the option expires by its
terms. Exceptions are made for termination of employment due to such reasons as death,
retirement or disability, in accordance with the terms of the Plan.
	 
	 	•	 	You have no shareholder rights (e.g. dividends, voting) with respect to the underlying
stock you may purchase by the exercise of the option.
	 
	 	•	 	You may pay the option exercise price and any applicable withholding taxes due upon
exercise by: 1) submitting a personal check, 2) swapping previously-acquired mature
Pentair common stock, or 3) arranging a cashless exercise through a broker. An exercise
notice and agreement must be submitted to Pentair.
	 
	 	•	 	If you sell shares which were acquired through the exercise of an incentive stock
option within two years from the date of grant and one year from the date of exercise,
you must notify Pentair of the sale to permit proper accounting treatment of the
compensation expense.




 









 











Performance Units





	 	•	 	Performance units entitle you to a cash payment following the end of the performance
period (unless you have elected to defer the units under the Pentair,
Inc. Non-Qualified Deferred Compensation Plan) to the extent the performance goal(s) are
met. The value of a performance unit and the length of the performance period are
described in your grant letter. The specific performance goals applicable to your
performance units may be described in your grant letter or in a supplemental communication
made to you. The supplemental communication will be considered part of your award.
	 
	 	•	 	If your employment with the Company terminates (voluntarily or involuntarily) before
the end of the performance period, all performance units will be forfeited. Exceptions to
this rule are made for certain types of terminations, including termination due to death,
disability or retirement, in accordance with the terms of the Plan.
	 
	 	•	 	The cash paid for the earned performance units is considered taxable wages. The
Company will withhold all applicable withholding taxes from the payment.





General





	 	•	 	The grant of Plan awards to you does not limit in any way the right of the Company to
terminate your employment at any time for any reason, nor does it guarantee you will
receive Plan awards in subsequent years.
	 
	 	•	 	In addition to the terms and conditions disclosed above, your Plan awards are subject
to the provisions of the Plan document and Prospectus as well as applicable rules and
regulations issued under local tax and securities laws and New York Stock Exchange rules.
	 
	 	•	 	The Compensation Committee of the Pentair, Inc. Board of Directors may amend or modify
the Plan at any time but generally such changes will apply to future Plan awards. The
Compensation Committee may also amend or modify this award, but most changes will require
your consent.
	 
	 	•	 	As a key employee of the Company, you may have access to customer lists, trade secrets
and other confidential information of the Company. During your employment or at any time
after your employment ends, you agree to not disclose or make available to any person or
firm confidential information of the Company, unless such disclosure is required by law.
Any actual or threatened violation of your duty to not divulge confidential information
will entitle the Company to legal and equitable remedies, including preliminary and
permanent injunctive relief and attorney’s fees.
	 
	 	•	 	For purposes of this summary, the word “Company” means Pentair, Inc. or any of its
business units.