Exhibit 10.2
CONFIDENTIALITY
AND
NON-COMPETITION
AGREEMENT
THIS CONFIDENTIALITY AND
NON-COMPETITION AGREEMENT (“Agreement”) is made this
6th day of January, 2005, by and between Pentair, Inc.
(“Employer” or “Pentair”), and Michael
Schrock (“Executive”).
RECITALS
WHEREAS, Executive is currently the President and Chief
Operating Officer of Pentair’s Enclosures Group and, in
recognition of the value Executive adds to Pentair and as an
inducement for Executive to enter into this Agreement, Pentair
wishes to offer Executive the independent consideration set forth
in section 1 of this Agreement.
WHEREAS, as a condition of receiving the independent
consideration set forth in section 1 of this Agreement, Executive
wishes to voluntarily enter into this Agreement.
WHEREAS , Executive acknowledges that he will continue
to be employed in a position of trust and confidence and that he
will continue to have access to and will become more familiar with
the products, methods, technology, services and procedures used by
Employer in the future.
WHEREAS , Executive acknowledges that Employer has
expended significant time and money on promotion, advertising, and
the development of goodwill and a sound business reputation.
Employer has developed a list of customers and spent time and
resources to learn the customers’ needs for Employer’s
services and products. Employer also has entered into business
relationships designed to discover likely future customers. All of
the foregoing are valuable, special and unique assets of
Employer’s business. Executive acknowledges that the
Employer’s customer lists, including future changes to the
customer lists, are confidential information which should not be
disclosed to persons outside of Employer’s organization or
used by Executive for his own benefit or the benefit of other
persons.
WHEREAS , Executive acknowledges that Employer has
expended significant time and money on technology, research, and
development. Employer has developed products, processes,
technologies and services, which are valuable, special and unique
assets of Employer’s business. Executive acknowledges that
the products, processes, technologies and services, including
future changes thereto, are confidential information which should
not be disclosed to persons outside of Employer’s
organization or used by Executive for his own benefit or the
benefit of other persons.
WHEREAS , Executive recognizes that the disclosure to or
use by third parties of any of Employer’s confidential or
proprietary information, trade secrets, or Executive’s
unauthorized use of such information would seriously harm
Employer’s business and cause monetary loss that would be
difficult, if not impossible, to measure.
WHEREFORE , the parties hereby agree as
follows:
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1.
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Restricted
Stock Award . Pentair
hereby grants Executive a one-time special award of 61,275 shares
of restricted stock which are subject to the provisions of
Pentair’s Omnibus Stock Incentive Plan. Notwithstanding the
typical vesting schedule used for such awards under the Omnibus
Stock Incentive Plan, 100% of this award shall vest on the fifth
anniversary of the grant.
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Executive acknowledges that he was
not entitled to receive this award prior to his execution of this
Agreement, and that execution of this Agreement is a condition of
his right to receive the award.
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2.
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Confidential
Information .
“Confidential Information” means information belonging
to Employer of a special and unique nature and value, including,
but not limited to, such matters as Employer’s personnel and
compensation information; accounts; trade secrets; procedures;
manuals; financial cost and sales data; supply sources and
resources; contracts; price lists, accounting and bookkeeping
practices; office policies and practices; financial information;
marketing plans; business plans; prospect names and lists; existing
and potential business opportunities; confidential reports;
customer lists and contracts; customers’ needs for
Employer’s products and services; litigation and other legal
matters, as well as information specific to the Employer’s
products, such as source code, coding standards, programming
techniques, processes and systems; computer programs, algorithms,
techniques, processes, designs, specifications, diagrams, flow
charts, ideas, systems, and methods of operation of such programs;
and research and development work.
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Executive acknowledges that Employer
has taken reasonable measures to preserve the secrecy of its
Confidential Information, including, but not limited to, requiring
Executive to execute this Agreement. Executive will not, during or
after the term of employment, disclose Employer’s
Confidential Information which Executive may learn or acquire
during his employment to any other person or entity or use said
Confidential Information for Executive’s own benefit or for
the benefit of another. If either Executive or Employer terminate
the employment relationship, Executive will immediately deliver to
Employer all property and Confidential Information, including work
in progress, originals and copies of business forms, computer
files, diskettes, source codes, manuals, including training
materials, catalogs, customer lists, financial information,
computer equipment, office equipment, and all other materials in
Executive’s possession or control which belong to Employer or
contain information subject to this Agreement.
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3.
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Competition
Restrictions .
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(a)
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Full-Time
Commitment.
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During the period of the employment
relationship between Executive and Employer, Executive will devote
his full-time and energy to furthering Employer’s business
and will not pursue any other business activity without
Employer’s written consent.
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(b)
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Post-Employment Restrictions.
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Executive acknowledges that during
his employment with Pentair and his work for Pentair and its
subsidiaries, he has become intimately familiar with trade secrets,
know-how, executive personnel, business strategies, product
development, proprietary information and Confidential Information
concerning the business of Pentair and other members of the Pentair
controlled group of companies (the “Group”). In
consideration for the benefits paid to Executive under this
Agreement, Executive agrees that he shall not either directly or
indirectly, for a per
