THIS AGREEMENT, THE EXECUTIVE
PROMISES AND AGREES TO PAY ALL COSTS, COURT COSTS, FEES AND EXPENSES, INCLUDING
ACTUAL ATTORNEY'S FEES, INCURRED BY
WATTS SHANGHAI AND/OR ITS AFFILIATES TO
ENFORCE THIS AGREEMENT AND/OR RECOVER AND COLLECT DAMAGES FOR ANY VIOLATION,
WHETHER OR NOT LITIGATION IS COMMENCED.
6.2
THE EXECUTIVE ACKNOWLEDGE THAT ANY VIOLATION OF THE RESTRICTIONS
UNDER THIS AGREEMENT WOULD RESULT IN IRREPARABLE INJURY TO WATTS SHANGHAI AND/OR
ITS
AFFILIATES, WHICH ARE SERIOUS YET DIFFICULT TO MEASURE.
THE EXECUTIVE THEREFORE
AGREES TO PAY TO WATTS SHANGHAI AND/OR ITS AFFILIATES A ONE-TIME LIQUIDATED
DAMAGES PAYMENT WHICH IS EQUIVALENT TO THREE TIMES THE TOTAL AMOUNT OF THE
SEVERANCE BENEFITS, IF THE EXECUTIVE VIOLATES THE RESTRICTIONS IN THIS
AGREEMENT. THE EXECUTIVE AGREES THAT THE LIQUIDATED DAMAGES UNDER THIS ARTICLE
ARE FAIR AND REASONABLE TO COMPENSATE WATTS SHANGHAI
AND/OR ITS AFFILIATES IN
THE EVENT THAT THE EXECUTIVE VIOLATES THE RESTRICTION UNDER THIS AGREEMENT.
7
AFFILIATES
7.1
ARTICLES 1, 2, 3 AND 4 SHALL APPLY AS THOUGH REFERENCES TO THE
"AFFILIATE" WERE SUBSTITUTED FOR REFERENCES TO "WATTS SHANGHAI."
THE
OBLIGATIONS UNDERTAKEN BY THE EXECUTIVE PURSUANT TO THIS AGREEMENT SHALL, WITH
RESPECT TO EACH AFFILIATE, CONSTITUTE A SEPARATE AND DISTINCT COVENANT AND THE
INVALIDITY OR UNENFORCEABILITY OF ANY SUCH COVENANT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF THE COVENANTS IN FAVOR OF WATTS SHANGHAI OR ANY
OTHER AFFILIATE.
7.2
WATTS SHANGHAI HEREBY SIGNS THIS AGREEMENT ON BEHALF OF ALL ITS
AFFILIATES AND ANY BREACH OF THE ABOVE MENTIONED ARTICLES VIS-À-VIS ANY
AFFILIATE SHALL CONSTITUTE A BREACH OF THIS AGREEMENT AND UPON SUBSEQUENT
WRITTEN AUTHORIZATION FROM THE HARMED AFFILIATE, WATTS SHANGHAI MAY SUE THE
EXECUTIVE FOR HIS BREACH OF THIS AGREEMENT. THE EXECUTIVE AGREES THAT, IF
REQUIRED TO DO SO BY WATTS SHANGHAI, HE WILL ENTER INTO COVENANTS IN THE SAME
TERMS AS THOSE SET OUT IN ARTICLES 1,2, 3 AND 4 HEREOF DIRECTLY WITH ALL OR ANY
OF SUCH AFFILIATES, MUTATIS MUTANDIS.
7.3
AS USED HEREIN, AN "AFFILIATE" SHALL MEAN IN RELATION TO WATTS
SHANGHAI, ANY DIRECT OR INDIRECT SUBSIDIARY OF WATTS SHANGHAI OR ANY DIRECT OR
INDIRECT CHINESE SUBSIDIARY OF WATTS WATER TECHNOLOGIES, INC.
THE AFFILIATES
INCLUDE BUT ARE NOT LIMITED TO WATTS PLUMBING TECHNOLOGIES (TAIZHOU) CO. LTD.,
TIANJIN WATTS VALVE COMPANY LTD., WATTS VALVE (CHANGSHA) CO., LTD., WATTS VALVE
(NINGBO) CO., LTD., AND WATTS (NINGBO) INTERNATIONAL TRADING CO., LTD.
8
GENERAL
8.1
THE PARTIES AGREE THAT THE TERMS OF THIS AGREEMENT ARE
CONFIDENTIAL AND SHALL NOT BE DISCLOSED BY ANY PARTY (OTHER THAN THEIR
RESPECTIVE PROFESSIONAL ADVISORS IN STRICT CONFIDENCE AND, IN THE CASE OF WATTS
SHANGHAI, ITS SHAREHOLDERS AND DIRECTORS), UNLESS REQUIRED TO DO SO BY LAW.
8.2
THE EXECUTIVE UNDERTAKES NOT KNOWINGLY TO MAKE, PUBLISH OR
OTHERWISE ISSUE AND DETRIMENTAL OR DEROGATORY STATEMENTS CONCERNING WATTS
SHANGHAI OR ANY OF WATTS SHANGHAI'S OFFICERS, DIRECTORS OR EMPLOYEES.
8.3
THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE MODIFIED OR
AMENDED EXCEPT BY INSTRUMENT IN WRITING BY BOTH PARTIES.
8.4
ANY WAIVER BY