Exhibit 10.31
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of the 17th day of October, 2001 by and
between Pentair, Inc., a Minnesota corporation (hereinafter referred to as the
"Company"), and Richard J. Cathcart (hereinafter referred to as the
"Executive").
W I T N E S S E T H
WHEREAS, the Executive is employed by the Company and/or a subsidiary of the
Company (hereinafter referred to collectively as the "Employer") in a key
executive capacity and the Executive's services are valuable to the conduct of
the business of the Company;
WHEREAS, the Company desires to continue to retain the services of the
Executive, and the Executive desires to continue to be employed by the Company,
on the terms and conditions set forth in this Agreement;
WHEREAS, the Executive possesses intimate knowledge of the business and affairs
of the Company and has acquired certain confidential information and data with
respect to the Company; and
WHEREAS, the Company desires to insure, insofar as possible, that it will
continue to have the benefit of the Executive's services and to protect its
confidential information and goodwill.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements hereinafter set forth, the parties hereto mutually covenant and
agree as follows:
1.
DEFINITIONS.
(A)
ACCRUED BENEFITS.
THE EXECUTIVE'S "ACCRUED BENEFITS"
SHALL INCLUDE THE FOLLOWING AMOUNTS, PAYABLE AS DESCRIBED HEREIN: (I) ALL BASE
SALARY FOR THE TIME PERIOD ENDING WITH THE TERMINATION DATE; (II) REIMBURSEMENT
FOR ANY AND ALL MONIES ADVANCED IN CONNECTION WITH THE EXECUTIVE'S EMPLOYMENT
FOR REASONABLE AND NECESSARY EXPENSES INCURRED BY THE EXECUTIVE ON BEHALF OF THE
EMPLOYER FOR THE TIME PERIOD ENDING WITH THE TERMINATION DATE; (III) ANY AND ALL
OTHER CASH EARNED THROUGH THE TERMINATION DATE AND DEFERRED AT THE ELECTION OF
THE EXECUTIVE OR PURSUANT TO ANY DEFERRED COMPENSATION PLAN THEN IN EFFECT;
(IV) ANY BONUS OR INCENTIVE COMPENSATION THAT HAS BEEN ALLOCATED OR AWARDED TO
THE EXECUTIVE FOR A FISCAL YEAR OR OTHER MEASURING PERIOD UNDER THE PLAN THAT
ENDS PRIOR TO THE TERMINATION DATE BUT HAS NOT YET BEEN PAID; AND (V) ALL OTHER
PAYMENTS AND BENEFITS TO WHICH THE EXECUTIVE (OR IN THE EVENT OF THE EXECUTIVE'S
DEATH, THE EXECUTIVE'S SURVIVING SPOUSE OR OTHER BENEFICIARY) MAY BE ENTITLED ON
THE TERMINATION DATE AS COMPENSATORY FRINGE BENEFITS OR UNDER THE TERMS OF ANY
BENEFIT PLAN OF THE EMPLOYER, EXCLUDING SEVERANCE PAYMENTS UNDER ANY EMPLOYER
SEVERANCE POLICY, PRACTICE OR AGREEMENT IN EFFECT ON THE TERMINATION DATE.
PAYMENT OF ACCRUED BENEFITS SHALL BE MADE PROMPTLY IN ACCORDANCE WITH THE
COMPANY'S PREVAILING PRACTICE WITH RESPECT TO CLAUSES (I) AND (II) OR, WITH
RESPECT TO CLAUSES (III), (IV) AND (V), PURSUANT TO THE TERMS OF THE BENEFIT
PLAN OR PRACTICE ESTABLISHING SUCH BENEFITS.
(B)
ANNUAL CASH COMPENSATION.
THE TERM "ANNUAL CASH
COMPENSATION" SHALL MEAN THE SUM OF TWELVE TIMES THE EXECUTIVE'S HIGHEST MONTHLY
BASE SALARY FOR THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH
THE NOTICE OF TERMINATION IS GIVEN (SUCH SALARY AMOUNT IS HEREAFTER REFERRED