Exhibit 10.1


 


Rule 10b5-1 Stock Selling Plan

Water Pik Technologies, Inc. Common Stock


 


THIS STOCK SELLING PLAN (the “Plan”) is executed by
                          
(“Executive”), an executive officer and stockholder of Water Pik Technologies,
Inc. (“Water Pik”) to meet the requirements of Rule 10b5-1 under the Securities
Exchange Act of 1934, as amended.


 


Recitals


 


A. Pursuant to the terms of the Water Pik Stock Acquisition and
Retention Program (“SARP”) provisions of the Water Pik Employee Stock Purchase
Plan (“ESPP”), Executive purchased shares of Water Pik Common Stock (the
“Purchased Shares”) through loans from Water Pik (the “SARP Loans”) and
received matching grants of restricted shares of Water Pik Common Stock (the
“Restricted Shares”).  All terms not
otherwise defined in this Plan shall have the meanings set forth in the
ESPP/SARP plan document.


 


B. Prior to entering into this Plan, Executive fully repaid all amounts
owing under his SARP Loans to Water Pik by tendering a portion of his Purchased
Shares to Water Pik, as permitted under the terms of the ESPP/SARP plan
document.


 


C. Pursuant to the terms of the ESPP/SARP plan document, Executive is
permitted to tender Restricted Shares, with such Restricted Shares being valued
at the average of the high and low trading prices of Water Pik Common Stock on
the business day preceding the tender of such Restricted Shares by Executive
(“Fair Market Value”, as more particularly defined in the ESPP/SARP plan
document), to satisfy any withholding or other tax required by law to be
withheld by Water Pik with respect to any income recognized upon the lapse of
restrictions applicable to the Restricted Shares.


 


D. Since the receipt of Restricted Shares by Water Pik for the
foregoing purposes does not require involvement of a broker or other
third-party trustee, Water Pik has agreed to administer this Plan according to
its terms without acknowledging any influence from Executive other than as
permitted under this Plan.


 


Agreement


 


In consideration of the foregoing, Executive agrees to enter into this
Plan in accordance with the following terms and conditions:


 


1.  Trading Plan.


 


Executive requests that Water Pik execute the Trading Plan set forth on
Annex A with respect to Executive’s Restricted Shares.  No transactions may occur under this Plan
until at least thirty (30) days have elapsed following the Effective Date.


 


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2.  Term.


 


This Plan shall become effective on the date executed by the Executive
(the “Effective Date”).  This Plan shall
be terminated and/or suspended as follows:


 


(a)           Termination.  This Plan shall terminate on the earlier to
occur of:


 


(i)                                                          
(date);


(ii)                                  Executive’s death;


(iii)                               one day prior to
completion of any merger, acquisition or reorganization in which Water Pik’s
stock is exchanged or converted;


(iv)                              satisfaction of all
trading objectives set forth in Annex B; or


(v)                                 written notice by the
Executive to Water Pik; provided, however, that such notice may not be provided
earlier than six(6) months after the Effective Date of this Plan or during any
“blackout period” with respect to trading in Water Pik stock.


 


(b)          Suspension.  This Plan shall be suspended in the event of:


 


(i)                                     any sale or tender
which would violate Section 16 or Rule 144 of the Securities and Exchange
Commission (“SEC”) or any other federal or state law or regulation;


(ii)                                  a vote of Water Pik’s
Board of Directors to suspend all trading in Water Pik Common Stock; or


(iii)                               the commencement of a
secondary public offering by Water Pik, in which case the suspension shall last
for the duration of any insider “blackout” period imposed.


 


3.  Covenants.


 


Executive acknowledges and agrees that he/she:


 


(a)                                                        is
entering into this Plan in good faith,


(b)                                                       is
not currently in possession of any material non-public information regarding
Water Pik,


(c)                                                        will
not exert any influence over how, when or whether to effect sales or tenders of
shares under this Plan subsequent to the Effective Date and during the time
period the Plan remains in effect,


(d)                                                       is
not, to the best of his or her knowledge, subject to any contractual
restriction or other obligation that would prevent Water Pik from administering
this Plan in accordance with its terms, and


(e)                                                        is
subject to Water Pik’s insider trading policy, as supplemented and amended from
time to time (the “Policy”).


 


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4.  Filing of Plan.


 


Executive agrees to file a copy of this Plan with the Secretary of
Water Pik.  Executive further
acknowledges and agrees that a copy of this Plan may be filed by Water Pik with
the SEC and disclosed in reports filed by Water Pik with the SEC in the event
Water Pik determines it is necessary or prudent to do so.


 


5.  Advice.


 


Executive acknowledges responsibility for consulting with Executive’s
own advisors as to the legal, tax, business, financial and related aspects of,
and has not relied upon Water Pik or any person affiliated with Water Pik in
connection with, Executive’s adoption and implementation of this Plan.  Executive acknowledges that Water Pik is not
acting as a fiduciary or an advisor for Executive.


 


IN WITNESS WHEREOF, this Plan is executed and effective as of the date
set forth under Executive’s signature below.


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (type name here)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  
				



 


Receipt of this Plan is acknowledged


as of
                                


Water Pik Technologies, Inc.


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
						



 


 


STATE OF 


COUNTY OF 


 


On this        day of
                    ,
appeared before me in person the above-named person,
                                    ,
who acknowledged the above to be his/her signature and that he/she signed the
above instrument as his voluntary act and deed, and for the uses and purposes
therein set forth.


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  
	
  (seal)

  	
   

  	
  My Commission expires:

  	
   

  	
   

  
						



 


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Annex A


 


Trading Plan


For


(name of
executive)


 


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