Exhibit 10.2
NON-COMPETITION AGREEMENT (CHINA)
This NON-COMPETITION AGREEMENT ("Agreement") is made on the 8th day of July,
2009 between:
(1)
Watts (Shanghai) Management Co., Ltd., whose registered office is
at RM.B-H, 26th Floor, Huamin Empire Plaza, No.726,Yan An Road (West), Shanghai,
PRC ( "Watts Shanghai"); and
(2)
Josh C. Fu, whose address is No 52 Tomson Golf Villas, No 1 Long
Dong Avenue, Pu Dong District, Shanghai, 201203 PRC and, holder of United States
of America passport No. 710715410 ("Executive").
The above-named are hereinafter individually referred to as a "Party" and
collectively as the "Parties."
WHEREAS:
(a)
Watts Shanghai is an indirect, wholly-owned subsidiary of Watts
Water Technologies, Inc. ("Parent Company").
(b)
During the period from January 1, 2008 to July 8, 2009
("Termination Date"), the Executive was employed by the Parent Company.
In the
course of the Executive's employment with the Parent Company, the Executive was
assigned by the Parent Company to work at Watts Shanghai.
(c)
The Executive and the Parent Company have signed a letter
agreement ("Letter Agreement"), dated June 15, 2009 , which confirms the
Executive's resignation of his employment with the Parent Company, and service
to and position with Watts Shanghai, and sets forth the relevant terms and
conditions that the Executive under which the Executive will be eligible for
severance benefits ("Severance Benefits").
(d)
Upon the Executive's resignation of his employment with the Parent
Company on July 8, 2009
(the "Termination Date"), Watts Shanghai and the
Executive agree to the restrictions set out below in relation to the Executive's
future employment and business activities in the People's Republic of China
("PRC").
NOW, THEREFORE, WATTS SHANGHAI AND THE EXECUTIVE AGREE AS FOLLOWS:
1
NON-DISCLOSURE AND CONFIDENTIAL INFORMATION
1.1
THE EXECUTIVE ACKNOWLEDGES THAT DURING THE PERIOD OF TIME THE
EXECUTIVE WAS WORKING WITH WATTS SHANGHAI, THE EXECUTIVE HAS ACQUIRED KNOWLEDGE
OF, AND/OR HAD ACCESS TO, TRADE SECRETS, CONFIDENTIAL AND PROPRIETARY
INFORMATION OF WATTS SHANGHAI AND/OR ITS AFFILIATES AND OF THIRD PARTIES WHICH
IS SUBJECT TO CONFIDENTIALITY AND OTHER AGREEMENTS BY AND BETWEEN WATTS SHANGHAI
AND/OR ITS AFFILIATES AND THOSE THIRD PARTIES ("CONFIDENTIAL INFORMATION").
SUCH CONFIDENTIAL INFORMATION, INCLUDES, BUT IS NOT LIMITED TO: FINANCIAL AND
PRICING INFORMATION; BUSINESS, RESEARCH, AND NEW PRODUCT PLANS AND STRATEGIES;
PATENT APPLICATIONS AND INVENTION DISCLOSURES; YIELDS, DESIGNS, EFFICIENCIES,
AND CAPACITIES OF PRODUCTION METHODS, PROCESSES, FACILITIES AND SYSTEMS AT WATTS
SHANGHAI, ITS AFFILIATES, AND ITS CONTRACTORS; CUSTOMER AND VENDOR LISTS, KEY
CONTACTS, HABITS, AND PRODUCT AND PURCHASING PLANS; MARKETING INFORMATION, PLANS
AND STRATEGIES; EXISTING AND ANTICIPATED AGREEMENTS WITH CUSTOMERS, VENDORS, AND
OTHER THIRD PARTIES; PRODUCT DESIGN AND RELATED INFORMATION; INFORMATION
REGARDING THE EMPLOYEES OF WATTS SHANGHAI AND/OR ITS AFFILIATES, THEIR PROJECTS,
AND THEIR SALARIES, BENEFITS AND OTHER PERSONNEL INFORMATION.
1.2
THE EXECUTIVE AGREES THAT HE WILL KEEP CONFIDENTIAL ALL NON-PUBLIC
INFORMATION CONCERNING WATTS SHANGHAI AND/OR ITS AFFILIATES THAT WATTS SHANGHAI
ACQUIRED DURING THE COURSE OF HIS WORKING WITH WATTS SHANGHAI AND ALL
DEVELOPMENTS AND INVENTIONS OF WATTS SHANGHAI AND/OR ITS AFFILIATES.
2
NON-COMPETITION
2.1
THE EXECUTIVE ACKNOWLEDGES THAT DURING THE PERIOD OF