EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

Exhibit 10.1

EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

This Employment and Non-Interference Agreement, dated as of December 1, 2007 (the “ Agreement ”), is by and between Alfred Giammarino (the “ Executive ”) and Sensus Metering Systems Inc., a Delaware corporation (the “ Company ”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda (“ Bermuda 2 ”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 1) Ltd., a company organized under the laws of Bermuda (“ Holdings ”).

W I T N E S S E T H :

WHEREAS, the Company wishes to obtain the future services of the Executive for the Company and its divisions and direct and indirect subsidiaries; and

WHEREAS, the Executive is willing, upon the terms and conditions herein set forth, to provide services hereunder; and

WHEREAS, the Company wishes to secure the Executive’s non-interference, upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

The “ Term of Employment ” shall commence as of the date hereof, and extend to December 31, 2009, unless sooner terminated as hereinafter provided; provided , that such term shall continue for the twelve month period following December 31, 2009, and for each twelve month period thereafter, unless at least 90 days prior to the scheduled expiration date, either the Executive or the Company notifies the other of its decision not to continue such term. Should the Executive’s employment be earlier terminated by the Company pursuant to Section 4(a) , by the Executive pursuant to Section 4(b) or mutually by both parties pursuant to Section 4(c) , the Term of Employment shall end on the date of such earlier termination. Nothing contained herein shall be deemed to be an obligation on the part of the Company to extend the Term of Employment. During the Term of Employment, the Company agrees to retain Executive in its employ, and Executive agrees to remain in the employ of the Company, as Chief Financial Officer. Executive will carry out his duties as Chief Financial Officer with respect to all the divisions and direct and indirect subsidiaries and joint ventures of Holdings which companies, together with the Company, shall be referred to collectively as the “ Company Group ”), subject to the direction of the Chief Operating Officer.

(a) During the Term of Employment, the Executive shall perform his obligations hereunder faithfully and to the best of his ability under the direction of the Chief Operating Officer to which the Executive shall directly report, and shall abide by the rules, customs and usages from time to time established by the Company or Holdings.

(b) During the Term of Employment, the Executive shall devote all of his business time, energy and skill to the performance of his duties, responsibilities and obligations hereunder (except for vacation periods and reasonable periods of illness or other incapacity), consistent with past practices and norms in similar positions. The Executive will have such authority and power as are inherent to the undertakings applicable to his position as Chief Financial Officer and which are necessary to carry out his responsibilities and the duties required of him hereunder.

(c) Nothing contained herein shall require Executive to follow any directive or to perform any act which would violate any laws, ordinances, regulations or rules of any governmental, regulatory or administrative body, agent or authority, any court or judicial authority, or any public, private or industry regulatory authority (collectively, “ Regulations ”). Executive will not (i) breach or violate any provision of any Regulations in any material respect or (ii) otherwise act in any manner which might reasonably be expected to have a material adverse effect on the ongoing business, operations, conditions, prospects or other business relationships or properties of any company in the Company Group or Holdings.

(a) Base Salary . During the Term of Employment, the Company shall pay compensation to Executive as base compensation for his services hereunder, in substantially equal bi-weekly installments, an annual base salary of $295,000 (the “ Base Salary ”). The Board of Directors of Holdings (the “ Board of Directors ”) shall annually, and based on the recommendation of the Chief Operating Officer, determine whether the Base Salary should be increased and, if so, the amount of such increase.

(b) Annual Bonus . During the Term of Employment, in addition to the Base Salary, commencing the fiscal year beginning on April 1, 2007, The Company shall pay to the Executive an annual bonus or performance incentive compensation, at a target level of 40% of Executive’s Base Salary, subject to such performance and other conditions as the Chief Operating Officer shall determine on an annual basis (the “ Annual Bonus ”) pursuant to the Company’s Management Incentive Program and guaranteed and prorated, based on hire date, for the fiscal year beginning on April 1, 2007.

(a) Company Termination . Subject to the Company’s obligations to make the payments contemplated by Section 4(d) , the Term of Employment may be terminated at any time by the Company:

(i) upon the death of Executive;

(ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, as certified by a mutually agreeable competent medical physician, his material duties hereunder for 180 days in any continuous 210 day period;

(iii) for Cause or Material Breach; or

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(iv) for any other reason not referred to in clauses (i) through (iii) including nonrenewal of the Term by the Company under Section 1 or no reason, and the Company shall not be required to specify a reason for the termination, provided that termination of the Executive’s employment by the Company shall be deemed to have occurred under this clause (iv) only if it is not for reasons described in clauses (i) through (iii) such that this Agreement, subject to the provisions of Section 4(d) , shall be construed as terminable at will by the Company.

Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Company’s business, and that, except as set forth in the following sentence, nothing contained herein or otherwise stated by or on behalf of the Company modifies or amends the right of the Company to terminate Executive at any time, with or without Cause or for Material Breach. Termination shall become effective 30 days after written notice, or, if for Cause or Material Breach, upon the delivery by the Company to the Executive of written notice specifying the basis of such termination and, if for Cause or Material Breach, the specific reasons therefore.

(b) Executive Termination . Subject to the Company’s obligations to make the payments contemplated by Section 4(d) , the Term of Employment may be terminated at any time by the Executive:

(i) upon the death of Executive;

(ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, as certified by a mutually agreeable competent medical physician, his material duties hereunder for 180 days in any continuous 210 day period;

(iii)(A) under circumstances involving a material reduction in Executive’s position, authority, base compensation or benefits or a hostile or adverse work environment, in each case taken as a whole, or (B) from and after the date hereof through December 31, 2009, a requirement that Executive relocate to an area outside a radius of sixty (60) miles of the Company’s current headquarters in Raleigh, North Carolina, without the consent of Executive; or

(iv) voluntarily or for any reason not referred to in clauses (i) through (iii) or no reason or non renewal of this Agreement by either Executive or the Company (a “ Voluntary Termination ”), after 30 days’ prior written notice to the Company and its Board of Directors, provided, that the expiration of the Term of Employment pursuant to Section 1 , or any renewal term thereof, will not be considered a Voluntary Termination.

(c) Mutual Termination . Subject to the Company’s obligations to make the payments contemplated by Section 4(d) , the Term of Employment may be terminated at any time by the mutual agreement of the Company and the Executive. Any termination of the Executive’s employment by mutual agreement of the parties will be memorialized by an agreement which is reduced to writing and signed by the Executive and a duly appointed officer of the Company.

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(d) Severance . If Executive’s employment is terminated for any reason whatsoever, then Executive shall be entitled to (x) accrued and unpaid base salary and benefits (including sick pay, vacation pay and benefits under Section 6 ) with respect to the period prior to termination, (y) reimbursement for expenses under Section 5 with respect to such period, and (z) any other benefits (including COBRA) required by law to be provided after termination of employment under the circumstances. Except as may otherwise be expressly provided to the contrary in this Agreement, nothing in this Agreement shall be construed as requiring the Executive to be treated as employed by the Company for purposes of any employee benefit plan following the date of the termination of the Executive’s Term of Employment. In the event Executive’s employment is terminated pursuant to:

(i) Sections 4(a)(i) [Death] or 4(a)(ii) [Disability] by the Company, or Sections 4(b)(i) [Death], 4(b)(ii) [Disability], or 4(c) [Mutual Termination] by the Executive, the Company will also pay to Executive (or his estate or representative) the Executive’s Base Salary for a 12 month period following the actual date the Term of Employment is terminated; and

(ii) Section 4(a)(iii) [Cause or Material Breach] by the Company or 4(b)(iv) [Any or No Reason] by the Executive, there will be no additional amounts owing by the Company to Executive under this Agreement from and after such termination; and

(iii) Section 4(a)(iv) [Any or No Reason] by the Company or Section 4(b)(iii) [Material Reduction & Relocation] by the Executive, will pay to Executive the Executive’s base salary through December 31, 2009, the balance of the term of the original Agreement, or for a 12 month period, whichever is longer; provided , however , if the termination of employment occurs after a Change of Control such payment will be through December 31, 2009, the balance of the term of the original Agreement, or for a 24 month period, whichever is longer.

(e) Continuing Provisions . Termination of the Term of Employment will not terminate Sections 7 , 8 , 9 , 10 , 12 through 24 , and related definitions, or any other provisions not associated specifically with the Term of Employment.

(f) Mitigation . In the event of termination, the Executive shall not have a duty to mitigate the Company’s payment obligations under Section 4(d) by seeking alternative employment; provided , however , that if the Executive does accept alternative employment, payment obligations under Section 4(d) shall be subject to offset by any amounts of base and bonus compensation earned by Executive through such alternate employment.

(g) Company Election . Subject to the terms and conditions of this Agreement, during the period beginning on the date of delivery of a written notice by the Company or the Executive, as the case may be, indicating that the Term of Employment is to be terminated, and ending on the actual date the Term of Employment is terminated, which, in any event, shall be no later than 90 days following the delivery of such notice, the Executive shall continue to perform his duties as set forth in this Agreement, and shall also perform such services for the Company as are necessary and appropriate for a smooth transition to the Executive’s successor, if any. Notwithstanding the foregoing provisions of this Section 4(g) , the Company may suspend the

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Executive from performing his duties under this Agreement following the delivery of a written notice by the Executive providing for the Executive’s resignation, or delivery by the Company of a notice providing for the Executive’s termination of employment for any reason; provided , however , that during the period of suspension (which shall end upon the actual date the Term of Employment is terminated, which in any event shall be no later than 90 days following the delivery of such notice), the Executive shall continue to be treated as employed by the Company for other purposes, and his rights to compensation or benefits shall not be reduced by reason of the suspension.

During the Term of Employment, subject to the approval of the Chief Operating Officer, the Company shall reimburse Executive for reasonable and documented travel, entertainment and other expenses reasonably incurred by Executive in connection with the performance of his duties hereunder and, in each case, in accordance with the rules, customs and usages promulgated by Holdings, the Company from time to time in effect.

(a) Vacation . The Executive shall be entitled to four (4) weeks paid vacation.

(b) Company Car . The Company will provide Executive with access to a vehicle as per the provisions of the Sensus Metering Systems Executive Car Policy.

(c) Relocation . During the first (12) months of employment the Executive shall be entitled to relocate his primary residence to the Raleigh, NC area in accordance with the provisions of the Sensus Metering Systems Relocation Policy.

(d) Insurance and Other Plans . The Executive shall be entitled to participate in and be covered by any insurance plan (including but not limited to medical, dental, health, life, accident, hospitalization and disability), profit sharing or other employee benefit plan of the Company, to the same extent and on the same terms as such benefits are or may be provided by the Company, at the sole discretion of the Board of Directors, from time to time to other members of senior management.

(a) Non-Competition . In consideration of this Agreement, the Executive covenants and agrees that during the Term of Employment and, for a period of two (2) years from the date of termination of the Term of Employment (the “ Restricted Period ”), the Executive shall not, subject to this Section 7 , without the express written approval of the Board of Directors of the Company, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, whether as a proprietor, partner, stockholder, member, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, member, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, any business which competes, directly or indirectly, with the Business in the Market (“ Competitive Business ”) without regard

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to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided , however , that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to two percent (2%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) the Executive may accept employment with a successor company to the Company.

(b) Non-Solicitation . If the Executive’s employment is terminated, then, subject to this Section 7 , the Executive shall not during the Restricted Period, without the Company’s prior written consent, (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, member, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, customer, supplier, agent, representative or any other person which has a business relationship with the Company Group or had a business relationship with the Company Group within the twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Company Group, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within twelve (12) months prior to the date the Executive or the Competitive Business employs or seeks to employ such person) employed or retained by the Company Group. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity.

(c) Non-Disclosure . The Executive further agrees, during and after the Term of Employment, the Restricted Period and thereafter, that the Executive will not, directly or indirectly in one or a series of transactions disclose to any person or use or otherwise exploit for his own benefit or for the benefit of anyone other than the Company Group any Confidential Information (as defined below) whether prepared by the Executive or not provided, however, that any Confidential Information may be disclosed to officers, representatives, employees and