Sensus Management Incentive Plan Fiscal Year 2010 Plan Framework & Guidelines

Exhibit 10.1

Sensus Management Incentive Plan

Fiscal Year 2010

Plan Framework & Guidelines

July 2009

PART I – PLAN FRAMEWORK

The Sensus Management Incentive Plan (“The Plan”).

The Plan will commence on the first day of the 2010 fiscal year (April 1, 2009) and end on the last day of the fiscal year (March 31, 2010).

It is intended that those who participate are management employees whose decisions and performance impact Sensus results. Participation in this program is at the discretion of the Compensation Committee of Sensus.

A. Business Objectives

Target incentive levels are determined on an individual basis and communicated to participants early in the plan year.

Minimum award is at 90% of the target incentive level for the business objectives with the threshold payment award at 10%. Maximum award, above 100%, is uncapped for the target incentive level for business objectives.

Payments for performance between threshold and target are pro-rated on a straight-line basis at a rate of 10% (results at 90% of target) to 100% (results at 100% of target). Payments above target are pro rated on a less steep straight-line basis at a rate equivalent to 150% (results at 110% of target), 200% (results at 120% of target) and so on.

B. Quarterly Earned Incentive

The annual incentive is based on a quarterly earned mechanism which allows for a maximum earned quarterly amount of 100% for reaching or exceeding each quarter’s targets. A participant will not earn a quarterly amount for a target if performance is less than 90% of that quarter’s target. Each quarterly incentive earned will be banked until the end of the fiscal year.

At the end of the fiscal year if the full year EBITDA actual is less than 90% of the full year target then the banked quarterly incentive payment for both EBITDA and Cash Flow will be eliminated.

At the end of the fiscal year if the full year EBITDA actual is not the greater of prior year’s actual EBITDA* or 85% of this year’s full year target EBITDA for an individual Business Unit, Region or Sub-Region then the banked quarterly incentive payment for both EBITDA and Cash Flow for the individual Business Unit, Region or Sub-Region will be eliminated. Depending on performance it is possible for a Business Unit to qualify for a payment and individual Regions and Sub-Regions within the Business Unit to fail to qualify. It is also possible that a Business Unit fails to qualify for a payment but individual Regions and Sub-Regions could still qualify.

a. Minimum Payout

The minimum year end payout will be based on the banked incentive earned by adding the four quarters together. If the total fiscal year end results would result in an annual incentive payment that is less than the total of the four quarters incentive earned then the participant will receive the total of the four quarters incentive earned as their annual incentive payout. This assumes the full year EBITDA actual is at or above the qualifying threshold level (90% of this year’s EBITDA target for Headquarters and the greater of prior year’s EBITDA* or 85% of this year’s EBITDA target for an individual Business Unit, Region or Sub-Region).

b. Maximum Payout

The maximum year end payout will be based on total fiscal year end results which exceed the Target level of 100% and are uncapped, provided the fiscal year end payout is higher than the total of the four quarters incentive earned.

A. Performance Measures and Weightings (Scorecards).

The performance measures and weightings are outlined in the Scorecards below for Sensus Headquarters participants and Business Unit, Region, or Sub-Region participants.

a. i. Headquarters Scorecard

Headquarters Level participants are those not tied to any one specific Business Unit, Region or Sub-Region within Sensus.

Headquarters Scorecard

a. ii. Business Unit Only Scorecard

Business Unit only level participants are those with specific responsibilities within a Business Unit within Sensus for which business objectives performance can be specifically measured.

EBITDA and Operating Cash Flow will be based on performance at the Business Unit, level for those not measured on the Headquarters plan.

Business Units: Business Units for incentive purposes are defined as:

Business Unit Only Scorecard

See “Attachment 1” for individual Business Unit Performance Measurements

a. iii. Business Unit Region or Sub-Region Scorecard

Business Unit participants at either a Region or Sub-Region level are those with specific responsibilities within a Business Unit’s Region or Sub-Region for which business objectives performance can be specifically measured.

EBITDA and Operating Cash Flow will be based on performance at a combination of both the Business Unit and either the Region’s or Sub-Region’s levels for those not measured on the Headquarters or Business Unit Only plans.

Regions or Sub-Regions: Region or Sub-Regions within a Business Unit for incentive purposes are defined as:

Business Unit & Region or Sub-Region Scorecard

See “Attachment 1” for individual Business Unit & Region or Sub-Region Performance Measurements

B. Definitions.

b. i. Adjusted EBITDA

This measure is defined as Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for restructuring expense and management fees.

b. ii. Operating Cash Flow

This measure is defined as the cash flow from Adjusted EBITDA adjusted for restructuring expense, net capital expenditures and movements in trade working capital, other current assets, other Payables and Accruals (including restructuring accruals).

C. Management Incentive Plan Compensation Committee

The Management Incentive Plan Compensation Committee for Sensus consists of the following members:

Part II – Plan Rules and Administration

Eligibility is defined in Part I, Section 4 of the Incentive Plan. Each Business Unit Head will submit a list of proposed participants through the Vice President, Human Resources for approval by the Compensation Committee of Sensus.

In order to be eligible for any payment due under the Plan, a participant must be employed by the Company on the payment date. Payments will be made no later than July 15, 2010.

If a participant leaves after the year-end but before the payment date as a result of retirement at normal retirement age, early retirement, ill health/disability retirement or redundancy, they will be eligible for any payment under the Plan on the normal payment date.

If a participant leaves for any other reason after the year-end but before the payment date, any payment under the Plan will be at the discretion of the Compensation Committee of Sensus.

Participants who terminate employment during the Plan year will not be eligible for payments unless termination was caused by: death, retirement at normal retirement age, early retirement with company consent; ill health disability retirement; or redundancy. In such cases, pro rata awards will be made based on the number of complete months worked during the Plan year. Any payment due a former employee who has died will be paid to the participant’s personal representative.

Existing and new employees that join the Plan after the start of the Financial Year will be eligible for any payment due under the Plan based on a pro rata amount. This will be calculated at a rate of  ¹/4 or 25% of the Plan payment for each complete calendar quarter from the date of joining the Plan to the Plan year end.

Existing or new employees who join the Plan during the last quarter of the Plan year-end (January 1, 2010 or later) will not participate in the Plan until the following Financial Year.

If an employee transfers from one business unit to another in the middle of a quarter their incentive for that quarter will be based on the business unit for which they worked at the beginning of that quarter.

The incentive will be paid as soon as practical after the fully audited annual results of the Company have been announced, normally no later than July 15, 2010. All payments are subject to the final approval of the Compensation Committee of the Board of Directors for Sensus. Any incentive earned will be paid through the payroll system.

The participant will be liable for any personal tax due or other statutory payments due on any part of the incentive. Incentive payments will be treated for pensionable purposes in line with plan rules.

The Compensation Committee of Sensus is authorized to administer the Plan and to resolve questions, ambiguities or disputes under the Plan. The decision of the Committee on any question concerning this Plan, any payments under it, its interpretation and any individual’s entitlement to a payment under it shall be final.

Any and all legal disputes arising under, out of, or in relation to this Plan, its implementation or interpretation, or any question as to the eligibility of a person to receive a payment hereunder or the calculation of any payment hereunder shall be determined by final and binding arbitration under the rules of the American Arbitration Association (the “Rules”). Such arbitration shall take place in Raleigh, North Carolina before one arbitrator chosen under the Rules. The costs of the arbitrator shall be shared equally between the parties.

Participation in this Plan is by invitation from time to time. It is entirely discretionary, and the Management of Sensus may decide:

No individual will have any right to receive an incentive payment, and will not acquire such a right by virtue of having received one or more incentive payments during the course of their employment.

		SENSUS Budget FY 2010 vs. Actual FY 2009		Attachment 1