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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:
| 1. |
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. |
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.
| 2. |
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. |
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.
| 3. |
Competition Restrictions . |
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(a) |
Full-Time Commitment. |
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) |
Post-Employment Restrictions. |
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 period of two (2) years following his last day of
employment with Employer (the “Separation Date”), do
any of the following:
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