WATTS WATER TECHNOLOGIES, INC.
EXECUTIVE SEVERANCE PLAN
(As Amended and Restated Effective February 8, 2018)
This Watts Water Technologies, Inc. Executive Severance Plan (the “Plan”) provides severance benefits to Eligible Executives upon certain terminations of employment. The Plan was originally effective June 1, 2014 and was amended and restated in its current form effective as of February 8, 2018.
The Plan is intended (1) to be exempt from Code section 409A, and (2) to be a welfare plan which is unfunded and is maintained by an employer for the purpose of providing benefits for a select group of management or “highly compensated employees” within the meaning of Department of Labor Regulation section 2520.104-24. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.
Whenever used in the Plan, the following terms shall have the meanings set forth below:
“Cause” shall mean (a) an act constituting a felony; (b) fraud or dishonesty that results in or is likely to result in economic damage to the Company; or (c) willful misconduct in the performance of duties.
“Change in Control” shall mean the consummation of (a) the dissolution or liquidation of the Company, (b) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (c) a merger, reorganization, consolidation or business combination (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) which results in (i) the beneficial holders of the Company’s voting securities outstanding immediately before such transaction beneficially owning less than 60% of the combined voting power of the Company or any person or entity that, as a result of the transaction, controls directly or indirectly, the Company (the Company or such person or entity, the “Successor Entity”), or (ii) any person or entity or group of persons or entities that beneficially owned more than 60% of the combined voting power of the Company immediately before such transaction beneficially owning less than 60% of the combined voting power of the Successor Entity immediately after such transaction, or (d) the sale of all of the Stock to an unrelated person or entity. For this purpose, “Stock” means the Class A Common Stock, par value $.10 per share, of the Company. For the purposes of clarity, a conversion of shares of the Company’s Class B Common Stock, par value $.10 per share, into Class A Common Stock shall not, in and of itself, be deemed a Change in Control.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Committee” shall mean the Compensation Committee of the Board of Directors of the Company (or its successor). The Committee shall be the “named fiduciary” for purposes of ERISA.