Common use of Incentive Plans Clause in Contracts

Incentive Plans. (a) ITT currently maintains certain annual incentive plans and certain long-term performance plans, each as listed on Schedule 6(a) (the “Incentive Plans”), pursuant to which certain Preexisting ITT Employees employed by ITT might become entitled to payments after the Distribution Date with respect to their performance with ITT prior to the Distribution Date. (b) Effective as of the Distribution Date, ITT shall be and remain liable for all payments accrued prior to the Distribution Date for ITT Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Water shall be and remain liable for all payments accrued prior to the Distribution Date for Water Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Defense shall be and remain liable for all payments accrued prior to the Distribution Date for Defense Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. ITT, Water and Defense shall cause any such payments under the Incentive Plans to be recognized as compensation without regard to the source of such payments. As soon as practicable following the Distribution Date, ITT shall transfer any amounts accrued under the Incentive Plans for (i) Water Employees to Water and (ii) Defense Employees to Defense. (c) All multi-year cash performance awards under the Incentive Plans (the “TSR Awards”) shall be terminated effective as of the Distribution Date. ITT shall determine the amount to be paid in cash, if any, to each eligible Preexisting ITT Employee under outstanding TSR Awards as described in this Section 6(c). The amount to be paid under the TSR Awards shall be paid in cash on the normal payment schedule of the original TSR Award. ITT shall be liable for and make any such payments to ITT Employees, including any such payments to be made following the Distribution Date. Water shall be liable for and make any such payments to Water Employees, including any such payments to be made following the Distribution Date. Defense shall be liable for and make any such payments to Defense Employees, including any such payments to be made following the Distribution Date. For the TSR Awards granted in 2009, ITT shall pay such award in cash to the extent payment is earned according to the original vesting and payment schedule to each eligible Preexisting ITT Employee based on (i) actual performance for the pro rata percentage of the performance period completed on the Distribution Date and (ii) target value for the remaining uncompleted performance period following the Distribution Date. For the TSR Awards granted in 2010, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense shall award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) a restricted stock unit (“RSU”) for the remaining target value, which RSU shall vest on December 31, 2012 and shall be settled in ITT shares, Water shares or Defense shares, as applicable. For the TSR Awards granted in 2011, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense will award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) an RSU for the remaining target value, which RSU shall vest on December 31, 2013 and shall be settled in ITT shares, Water shares or Defense shares, as applicable. (d) Effective as of the Distribution Date, ITT shall accrue, be and remain liable for all payments for ITT Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Water shall accrue, be and remain liable for all payments for Water Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Defense shall accrue, be and remain liable for all payments for Defense Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a).

Incentive Plans. During the Post-Change Employment Period, in addition to Annual Base Salary, the Employee shall be entitled to participate in any incentive compensation, bonus, stock option, or performance plans of the Company (a) ITT currently maintains certain annual incentive plans and certain long-term performance planscollectively, each as listed on Schedule 6(a) (the “Incentive Performance Plans”), pursuant or any other plan similar in nature and scope, in which Employee participated (and in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies then in effect for the Employee) at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to which certain Preexisting ITT Employees employed by ITT might become entitled to payments after the Distribution Date Employee, as in effect generally at any time thereafter with respect to their other peer employees of the Company and its affiliated companies. The participation by the Employee in any such Performance Plans of the Company during the Post-Change Employment Period and the compensation earned by the Employee pursuant to any such Performance Plans shall be based upon the actual performance with ITT of the Company during the Post-Change Employment Period, and the compensation that the Employee may have earned pursuant to any similar Performance Plans prior to the Distribution Date. Post-Change Employment Period shall not be taken into account in any respect in connection with the participation by the Employee in Performance Plans during the Post-Change Employment Period as provided herein. In the alternative, the Employee may elect by written notice delivered by the Employee to the Company within twenty (b20) days from the Effective Date not to participate in any Performance Plans during the Post-Change Employment Period (an “Employee Election Notice”). Upon the delivery by the Employee to the Company of an Employee Election Notice as provided herein, the Employee shall be paid during each year of the Distribution Date, ITT shall be and remain liable for all payments accrued prior Post-Change Employment Period in addition to the Distribution Date for ITT Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Water shall be and remain liable for all payments accrued prior to the Distribution Date for Water Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Defense shall be and remain liable for all payments accrued prior to the Distribution Date for Defense Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. ITT, Water and Defense shall cause any such payments under the Incentive Plans to be recognized as compensation without regard to the source of such payments. As soon as practicable following the Distribution Date, ITT shall transfer any amounts accrued under the Incentive Plans for (i) Water Employees to Water and (ii) Defense Employees to Defense. (c) All multi-year cash performance awards under the Incentive Plans Annual Base Salary an annual amount (the “TSR AwardsAdditional Compensation Amount”) equal to the average annual compensation paid by the Company to the Employee during the three completed fiscal years of the Company immediately preceding the Effective Date pursuant to the Performance Plans of the Company in effect during such three fiscal year period. The Additional Compensation Amount shall be terminated effective as payable by the Company to the Employee instead of the Distribution Date. ITT shall determine participation by the amount to be paid Employee in cash, if any, to each eligible Preexisting ITT Employee under outstanding TSR Awards as described in this Section 6(c)any Performance Plans during the Post-Change Employment Period. The amount to be paid under the TSR Awards Additional Compensation Amount shall be paid payable in cash monthly installments, in arrears, beginning upon the date which is thirty (30) days from the Effective Date and continuing on the normal payment schedule same day of the original TSR Award. ITT shall be liable for and make any such payments to ITT Employees, including any such payments to be made following the Distribution Date. Water shall be liable for and make any such payments to Water Employees, including any such payments to be made following the Distribution Date. Defense shall be liable for and make any such payments to Defense Employees, including any such payments to be made following the Distribution Date. For the TSR Awards granted in 2009, ITT shall pay such award in cash each month thereafter with respect to the extent payment is earned according to the original vesting and payment schedule to each eligible Preexisting ITT Employee based on (i) actual performance for the pro rata percentage of the performance period completed on the Distribution Date and (ii) target value for the remaining uncompleted performance period following the Distribution Date. For the TSR Awards granted in 2010, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense shall award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) a restricted stock unit (“RSU”) for the remaining target value, which RSU shall vest on December 31, 2012 and shall be settled in ITT shares, Water shares or Defense shares, as applicable. For the TSR Awards granted in 2011, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense will award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) an RSU for the remaining target value, which RSU shall vest on December 31, 2013 and shall be settled in ITT shares, Water shares or Defense shares, as applicableentire Post-Change Employment Period. (d) Effective as of the Distribution Date, ITT shall accrue, be and remain liable for all payments for ITT Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Water shall accrue, be and remain liable for all payments for Water Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Defense shall accrue, be and remain liable for all payments for Defense Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a).

Incentive Plans. 5.1 While employed under this Agreement, Frierott will be eligible to participate in Meredith’s Annual Management Incentive Plan (a) ITT currently maintains certain or any successor or replacement annual incentive plans and certain long-term performance plans, each as listed on Schedule 6(aplan of ▇▇▇▇▇▇▇▇) (“MIP”) for such periods as it continues in effect, subject to the “Incentive Plans”terms of the MIP and to the discretion vested in the Compensation Committee of the Board of Directors by the MIP, provided, however, that the percentage of Base Salary payable as a target bonus under the MIP shall not be less than seventy-five percent (75%) (actual Company financial results may eventuate in an actual bonus paid to Frierott equal to, less than, or more than seventy-five percent (75%) of Base Salary). Any MIP payment for Fiscal Year 2020 will be pro-rated based on the Effective Date of this Agreement. Any MIP payment will be paid out in August following the applicable Fiscal Year - 3 - (the Company’s Fiscal Year runs from July 1 through June 30), pursuant to which certain Preexisting ITT Employees employed by ITT might become entitled to payments after and is conditioned on Frierott’s active employment with ▇▇▇▇▇▇▇▇ at the Distribution Date with respect to their performance with ITT prior to the Distribution Date. (b) Effective as of the Distribution Date, ITT shall be and remain liable for all payments accrued prior to the Distribution Date for ITT Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Water shall be and remain liable for all payments accrued prior to the Distribution Date for Water Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Defense shall be and remain liable for all payments accrued prior to the Distribution Date for Defense Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. ITT, Water and Defense shall cause any such payments under the Incentive Plans to be recognized as compensation without regard to the source of such payments. As soon as practicable following the Distribution Date, ITT shall transfer any amounts accrued under the Incentive Plans for (i) Water Employees to Water and (ii) Defense Employees to Defense. (c) All multi-year cash performance awards under the Incentive Plans (the “TSR Awards”) shall be terminated effective as of the Distribution Date. ITT shall determine the amount to be paid in cash, if any, to each eligible Preexisting ITT Employee under outstanding TSR Awards as described in this Section 6(c). The amount to be paid under the TSR Awards shall be paid in cash on the normal payment schedule of the original TSR Award. ITT shall be liable for and make any such payments to ITT Employees, including any such payments to be made following the Distribution Date. Water shall be liable for and make any such payments to Water Employees, including any such payments to be made following the Distribution Date. Defense shall be liable for and make any such payments to Defense Employees, including any such payments to be made following the Distribution Date. For the TSR Awards granted in 2009, ITT shall pay such award in cash to the extent payment is earned according to the original vesting and payment schedule to each eligible Preexisting ITT Employee based on (i) actual performance for the pro rata percentage end of the performance period completed (June 30) for the applicable Fiscal Year. If Frierott is actively employed with ▇▇▇▇▇▇▇▇ at the end of the applicable performance period, Frierott shall receive any MIP payment regardless of whether Frierott remains actively employed on the Distribution Date and date of payment. 5.2 Starting in Fiscal Year ▇▇▇▇, ▇▇▇▇▇▇▇▇ will also be eligible to participate in an annual three-year Cash Long-Term Incentive Program (ii“Program” or “LTIP”) target value for in which he will have the remaining uncompleted performance period opportunity to earn an additional cash payment of Four Hundred Thousand Dollars ($400,000) conditioned upon the achievement of certain specified financial objectives. Any payment under this Program will be made after the first regular August meeting of Meredith’s Board of Directors immediately following the Distribution Date. For conclusion of the TSR Awards granted three-year Program, subject to the terms of the Program and to the discretion vested in 2010the Compensation Committee of the Board of Directors, (i) ITT shall pay such award in cash and conditioned on Frierott’s continued employment at ▇▇▇▇▇▇▇▇ at the time of payment as and to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for set forth in the pro rata percentage terms of the performance period completed on Program. 5.3 While employed under this Agreement, Frierott will be eligible to participate in Meredith’s 2014 Stock Incentive Plan (the Distribution Date“Plan”) in accordance with the terms of the Plan and subject to the discretion and approval of the Compensation Committee of the Board of Directors. The Compensation Committee of the Board of Directors has approved a one-time grant of restricted stock units, which three-year ▇▇▇▇▇ ▇▇▇▇, valued at $500,000, to be awarded within thirty (30) days of the Effective Date provided Frierott is employed under this Agreement at the time of the grant. Beginning in August ▇▇▇▇, ▇▇▇▇▇▇▇▇ will be eligible for annual grants of non-qualified stock options and restricted stock units, with an estimated combined value of Six Hundred Thousand Dollars ($600,000), three-year ▇▇▇▇▇ ▇▇▇▇. Annual grants are awarded in August of the applicable fiscal year, and are subject to the terms of the Plan and to the discretion and approval of the Compensation Committee of the Board of Directors. 5.4 While employed under this Agreement, Frierott will be eligible to participate in in Meredith’s Supplemental Benefit Plan for such periods as it continues in effect, subject to the terms of the Plan. 5.5 Frierott acknowledges and agrees that he shall be paid according subject to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water ▇▇▇▇▇▇▇▇ Corporation’s Incentive Compensation Clawback Policy or Defense shall award to any successor or replacement clawback policy for such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, periods as applicable) a restricted stock unit (“RSU”) for the remaining target value, which RSU shall vest on December 31, 2012 and shall be settled it continues in ITT shares, Water shares or Defense shares, as applicable. For the TSR Awards granted in 2011, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense will award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) an RSU for the remaining target value, which RSU shall vest on December 31, 2013 and shall be settled in ITT shares, Water shares or Defense shares, as applicableeffect. (d) Effective as of the Distribution Date, ITT shall accrue, be and remain liable for all payments for ITT Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Water shall accrue, be and remain liable for all payments for Water Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Defense shall accrue, be and remain liable for all payments for Defense Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a).

Incentive Plans. (a) ITT currently maintains certain annual incentive plans and certain long-term performance plans, each as listed on Schedule 6(a) (the “Incentive Plans”), pursuant to which certain Preexisting ITT Employees employed by ITT might become entitled to payments after the Distribution Date with respect to their performance with ITT prior to the Distribution Date. (b) Effective as of the Distribution Date, ITT shall be and remain liable for all payments accrued prior to the Distribution Date for ITT Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Water shall be and remain liable for all payments accrued prior to the Distribution Date for Water Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Defense shall be and remain liable for all payments accrued prior to the Distribution Date for Defense Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. ITT, Water and Defense shall cause any such payments under the Incentive Plans to be recognized as compensation without regard to the source of such payments. As soon as practicable following the Distribution Date, ITT shall transfer any amounts accrued under the Incentive Plans for (i) Water Employees to Water and (ii) Defense Employees to Defense. (c) All multi-year cash performance awards under the Incentive Plans (the “TSR Awards”) shall be terminated effective as of the Distribution Date. ITT shall determine the amount to be paid in cash, if any, to each eligible Preexisting ITT Employee under outstanding TSR Awards as described in this Section 6(c). The amount to be paid under the TSR Awards shall be paid in cash on the normal payment schedule of the original TSR Award. ITT shall be liable for and make any such payments to ITT Employees, including any such payments to be made following the Distribution Date. Water shall be liable for and make any such Table of Contents payments to Water Employees, including any such payments to be made following the Distribution Date. Defense shall be liable for and make any such payments to Defense Employees, including any such payments to be made following the Distribution Date. For the TSR Awards granted in 2009, ITT shall pay such award in cash to the extent payment is earned according to the original vesting and payment schedule to each eligible Preexisting ITT Employee based on (i) actual performance for the pro rata percentage of the performance period completed on the Distribution Date and (ii) target value for the remaining uncompleted performance period following the Distribution Date. For the TSR Awards granted in 2010, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense shall award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) a restricted stock unit (“RSU”) for the remaining target value, which RSU shall vest on December 31, 2012 and shall be settled in ITT shares, Water shares or Defense shares, as applicable. For the TSR Awards granted in 2011, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense will award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) an RSU for the remaining target value, which RSU shall vest on December 31, 2013 and shall be settled in ITT shares, Water shares or Defense shares, as applicable. (d) Effective as of the Distribution Date, ITT shall accrue, be and remain liable for all payments for ITT Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Water shall accrue, be and remain liable for all payments for Water Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Defense shall accrue, be and remain liable for all payments for Defense Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a).

Incentive Plans. (a) ITT currently maintains certain annual If Employer achieves its company-wide performance metrics for its Fiscal Year 2019 Short-Term Incentive Program, Employer shall pay Employee the performance incentive plans and certain long-term performance plans, each as listed on Schedule 6(a) bonus award in accordance with the terms of such program previously approved by the Employer’s Compensation Committee with respect to Employee (the “Incentive PlansPerformance Incentive”). In addition, pursuant to which certain Preexisting ITT Employees employed if Employer achieves the applicable target sales growth metrics for 2019 under the Company’s 2019 Special Sales Growth Incentive Award plan, Employer shall pay Employee the 2019 Special Sales Growth Incentive Award (the “Sales Incentive”) in accordance with the terms of such plan previously approved by ITT might become entitled to payments after the Distribution Date Employer’s Compensation Committee with respect to their performance with ITT prior to the Distribution Date. (b) Effective as Employee. The final amount of the Distribution Date, ITT shall be Performance Incentive and remain liable for all payments accrued prior to the Distribution Date for ITT Employees under the Sales Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Water shall be and remain liable for all payments accrued prior to the Distribution Date for Water Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Defense shall be and remain liable for all payments accrued prior to the Distribution Date for Defense Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. ITT, Water and Defense shall cause any such payments under the Incentive Plans to be recognized as compensation without regard to the source of such payments. As soon as practicable following the Distribution Date, ITT shall transfer any amounts accrued under the Incentive Plans for (i) Water Employees to Water and (ii) Defense Employees to Defense. (c) All multi-year cash performance awards under the Incentive Plans (the “TSR Awards”) shall be terminated effective as of the Distribution Date. ITT shall determine the amount to be paid in cashawards, if any, will be based on Employer’s audited financial statements for Fiscal Year 2019 and each is subject to each eligible Preexisting ITT Employee under outstanding TSR Awards as described in this Section 6(c)Employer’s Compensation Committee certifying the Employer’s attainment of the applicable performance metrics. The amount Subject to be paid under the TSR Awards foregoing, such payment(s) shall be paid made to Employee at a time determined by Employer in cash on the normal payment schedule ordinary course of business but no later than seventy (70) days after the original TSR Awardlast day of Fiscal Year 2019. ITT shall be liable for In accordance with the Company’s 2012 Stock and make any such payments to ITT Employees, including any such payments to be made Incentive Plan and provided Employee complies with the Employee’s consulting arrangement with the Employer following the Distribution Date. Water shall be liable for and make any such payments to Water Employees, including any such payments to be made following the Distribution Date. Defense shall be liable for and make any such payments to Defense Employees, including any such payments to be made following the Distribution Date. For the TSR Awards granted in 2009, ITT shall pay such award in cash to the extent payment is earned according to the original vesting and payment schedule to each eligible Preexisting ITT Employee based on (i) actual performance for the pro rata percentage of the performance period completed on the Distribution Date and (ii) target value for the remaining uncompleted performance period following the Distribution Date. For the TSR Awards granted in 2010, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Termination Date, which as set forth in Section 24 of this Agreement, the Employee shall be paid according to have “Continuous Status” (as that term is defined in the original vesting and payment schedule, and (ii2012 Stock Plan) following the Distribution Date, ITT, Water or Defense shall award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) a restricted stock unit (“RSU”) for the remaining target value, which RSU shall vest on December 31, 2012 and shall be settled a “Qualifying Employee” (as that term is defined in ITT sharesthe 2017 performance share award agreement) through the Consulting Period and shall therefore be entitled to, Water shares or Defense sharesamong other benefits described therein, as applicable. For continued vesting (during the TSR Awards Consulting Period) of her Restricted Stock Awards, Performance Stock Awards, and Non-Qualified Stock Options granted in 2011, (i) ITT shall pay such award in cash to Employee prior to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Termination Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense will award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) an RSU for the remaining target value, which RSU shall vest on December 31, 2013 and shall be settled in ITT shares, Water shares or Defense shares, as applicable. (d) Effective as of the Distribution Date, ITT shall accrue, be and remain liable for all payments for ITT Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Water shall accrue, be and remain liable for all payments for Water Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Defense shall accrue, be and remain liable for all payments for Defense Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a).

Incentive Plans. (a) ITT currently maintains certain annual incentive plans At the Effective Time, the EPIP shall be assumed by the Surviving Company, and certain longthe ESOIP shall remain unchanged. As a result of the foregoing, at the Effective Time: (i) each former holder of a Vested RSU at the Effective Time shall have the right to receive, in exchange thereof, a cash amount equal to (A) the Per ADS Merger Consideration and (b) the number of ADSs underlying such Vested RSU; and (ii) each former holder of an Unvested RSU at the Effective Time shall have the contingent right to receive, in lieu of ADSs, validly issued, fully paid and non-term performance plansassessable ordinary shares, each as listed on Schedule 6(a) (par value US$0.000001 each, of the “Incentive Plans”), pursuant to which certain Preexisting ITT Employees employed by ITT might become entitled to payments after Surviving Company under the Distribution Date with respect to their performance with ITT terms of the agreement between the Company and the holder that was in effect immediately prior to the Distribution DateEffective Time; (iii) each former holder of an Option at the Effective Time shall have the right to receive, in exchange thereof, a cash amount equal to the product of (A) the excess, if any, of the Per ADS Merger Consideration over the exercise price of such Option and (B) the number of ADSs underlying such Option; for the avoidance of doubt, if the exercise price of such Option is equal to or greater than the Per ADS Merger Consideration, such Option shall be cancelled without any payment therefor; and (iv) each of the Subsidiary RSUs and Subsidiary Options issued and outstanding immediately prior to the Effective Time shall continue to be outstanding and shall give its former holder the right to receive the same number of Subsidiary Phantom Share under the terms of the agreement between Action Zhuhai and the holder that was in effect immediately prior to the Effective Time. (b) Effective as of the Distribution Date, ITT shall be and remain liable for all payments accrued At or prior to the Distribution Date Effective Time, the Company and Parent shall pass any resolutions and take any actions which are reasonably necessary to effectuate the provisions of this Section 2.02. The Company shall take all reasonable actions necessary to ensure that, except for ITT Employees under the treatment of the Incentive PlansAwards as provided in Section 2.02(a), including from and after the Effective Time neither Parent nor the Surviving Company will be required to issue Shares, ADSs or other share capital of the Company or the Surviving Company to any such payments person pursuant to be made the Equity Incentive Plans or in settlement of any Incentive Awards. Promptly following the Distribution Date. Effective as date hereof, the Company shall deliver written notice to each holder of Incentive Awards informing such holder of the Distribution Date, Water shall be and remain liable for all payments accrued prior to the Distribution Date for Water Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as effect of the Distribution Date, Defense shall be and remain liable for all payments accrued prior to the Distribution Date for Defense Employees under the Merger on his or her Incentive Plans, including any such payments to be made following the Distribution Date. ITT, Water and Defense shall cause any such payments under the Incentive Plans to be recognized as compensation without regard to the source of such payments. As soon as practicable following the Distribution Date, ITT shall transfer any amounts accrued under the Incentive Plans for (i) Water Employees to Water and (ii) Defense Employees to DefenseAwards. (c) All multi-year cash performance awards under the Incentive Plans (the “TSR Awards”) shall be terminated effective as of the Distribution Date. ITT shall determine the amount to be paid in cash, if any, to each eligible Preexisting ITT Employee under outstanding TSR Awards as described in this Section 6(c). The amount to be paid under the TSR Awards shall be paid in cash on the normal payment schedule of the original TSR Award. ITT shall be liable for and make any such payments to ITT Employees, including any such payments to be made following the Distribution Date. Water shall be liable for and make any such payments to Water Employees, including any such payments to be made following the Distribution Date. Defense shall be liable for and make any such payments to Defense Employees, including any such payments to be made following the Distribution Date. For the TSR Awards granted in 2009, ITT shall pay such award in cash to the extent payment is earned according to the original vesting and payment schedule to each eligible Preexisting ITT Employee based on (i) actual performance for the pro rata percentage of the performance period completed on the Distribution Date and (ii) target value for the remaining uncompleted performance period following the Distribution Date. For the TSR Awards granted in 2010, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense shall award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) a restricted stock unit (“RSU”) for the remaining target value, which RSU shall vest on December 31, 2012 and shall be settled in ITT shares, Water shares or Defense shares, as applicable. For the TSR Awards granted in 2011, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense will award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) an RSU for the remaining target value, which RSU shall vest on December 31, 2013 and shall be settled in ITT shares, Water shares or Defense shares, as applicable. (d) Effective as of the Distribution Date, ITT shall accrue, be and remain liable for all payments for ITT Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Water shall accrue, be and remain liable for all payments for Water Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Defense shall accrue, be and remain liable for all payments for Defense Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a).

Incentive Plans. 2.5.1 The following shall occur with respect to the Stock Option Plan and the Options which have been issued thereunder: (a) ITT currently maintains certain annual incentive plans and certain long-term performance plansAt the Effective Time, each as listed on Schedule 6(a) (Option then outstanding shall become an option to acquire an Amalco Common Share with an “in-the-money” value, at the Effective Time, equal to the “Incentive Plans”), pursuant to which certain Preexisting ITT Employees employed by ITT might become entitled to payments after in-the-money” value of the Distribution Date with respect to their performance with ITT corresponding Option immediately prior to the Distribution Date.Effective Time. As a condition to the obligations of MTY hereunder, the holders of such number of Options set out in Section 2.5 of the Imvescor Disclosure Letter will have, prior to the Effective Time, entered into a Surrender and Indemnity Agreement with Imvescor and MTY, in respect of such Options outstanding as of the Effective Date that will become options to acquire Amalco Common Shares, which shall provide that, inter alia, the holder of such Amalco options will surrender each such Amalco option to Amalco immediately following the Effective Time for a cash payment equal to the difference, if any, between the Consideration Cash Value and the Exercise Price of such Amalco option, less any applicable statutory withholdings; and (b) Effective as Each holder of Options identified on Section 2.5 of the Distribution Imvescor Disclosure Letter has, concurrently herewith, entered into a Surrender and Indemnity Agreement in respect of the foregoing. 2.5.2 The following shall occur with respect to the DSU Plan and the DSUs which have been issued thereunder: (a) Each DSU shall be treated in accordance with the Surrender and Indemnity Agreement entered into between the holder of the DSU, MTY and Imvescor which shall provide for, inter alia, each DSU to be surrendered to Imvescor immediately before the Effective Time for cancellation in exchange of a cash payment per DSU equal to the DSU Consideration, less any applicable statutory withholding; and (b) The DSU Plan shall be terminated by Imvescor on the Effective Date. 2.5.3 Unless otherwise agreed in writing between the Parties, for a period of one year from the Effective Date, ITT MTY covenants and agrees, and after the Effective Time will cause Imvescor and any successor to Imvescor to covenant and agree that the Imvescor Employees, unless their employment is terminated, shall be and remain liable for all payments accrued provided with compensation that is no less favourable in the aggregate to that provided to such Imvescor Employees immediately prior to the Distribution Date for ITT Employees under Effective Time. This Section 2.5.3 is intended to benefit and bind only the Incentive Plans, including any such payments parties to be made following the Distribution Date. Effective as of the Distribution Date, Water shall be this Agreement and remain liable for all payments accrued prior to the Distribution Date for Water Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Defense shall be and remain liable for all payments accrued prior to the Distribution Date for Defense Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. ITT, Water and Defense shall cause any such payments under the Incentive Plans to be recognized as compensation without regard to the source of such payments. As soon as practicable following the Distribution Date, ITT shall transfer any amounts accrued under the Incentive Plans for (i) Water Employees to Water and (ii) Defense Employees to Defense. (c) All multi-year cash performance awards under the Incentive Plans (the “TSR Awards”) shall be terminated effective as of the Distribution Date. ITT shall determine the amount to be paid in cash, if any, to each eligible Preexisting ITT Employee under outstanding TSR Awards as described nothing contained in this Section 6(c). The amount 2.5.3, express or implied, is intended to be paid under the TSR Awards or shall be paid construed to create any beneficiary rights, benefits, or remedies in cash on the normal payment schedule of the original TSR Award. ITT shall be liable for and make any such payments to ITT Employees, other Person (including any such payments Imvescor Employee), to be made following create any right of continued employment for any Person for any specified period, or to prevent MTY, Imvescor and any successor to Imvescor to terminate or modify the Distribution Date. Water shall be liable for and make any such payments to Water Employees, including any such payments to be made following the Distribution Date. Defense shall be liable for and make any such payments to Defense Employees, including any such payments to be made following the Distribution Date. For the TSR Awards granted in 2009, ITT shall pay such award in cash to the extent payment is earned according to the original vesting and payment schedule to each eligible Preexisting ITT Employee based on (i) actual performance for the pro rata percentage of the performance period completed on the Distribution Date and (ii) target value for the remaining uncompleted performance period following the Distribution Date. For the TSR Awards granted in 2010, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense shall award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) a restricted stock unit (“RSU”) for the remaining target value, which RSU shall vest on December 31, 2012 and shall be settled in ITT shares, Water shares or Defense shares, as applicable. For the TSR Awards granted in 2011, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense will award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) an RSU for the remaining target value, which RSU shall vest on December 31, 2013 and shall be settled in ITT shares, Water shares or Defense shares, as applicablePlans. (d) Effective as of the Distribution Date, ITT shall accrue, be and remain liable for all payments for ITT Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Water shall accrue, be and remain liable for all payments for Water Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Defense shall accrue, be and remain liable for all payments for Defense Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a).

Incentive Plans. The Direct Time Study Incentive Program, which is calculated on a 30% basis, will be maintained but not broadened to any other work centers. Incentive standards in the nipple cutoffs, nipple press, manual nipple threaders, packing, stamping, galvanize lines and treat lines will be developed with a predetermined time system (aP.T.S.) ITT currently maintains certain annual referred to as Most. Incentive standards will be used on operations where manual control is predominant and volume warrants. The Company reserves the right to place new work coming into the Simcoe operation on non- incentive plans or on one of the existing incentive plans. The Company will negotiate with the Union’s Negotiating Committee (same as those present at these negotiations) the slotting of these new jobs and certain long-term performance planstheir respective rates of pay. However, each as listed on Schedule 6(a) (should an agreement not be reached, the “Incentive Plans”)Company shall implement its rate structure and the Union shall address all concerns at the next negotiations for a new Collective Agreement. If there is a dispute, pursuant to which certain Preexisting ITT Employees employed by ITT might become entitled to payments after the Distribution Date with respect to their performance with ITT prior it shall not be subject to the Distribution Date. (b) Effective as Grievance/Arbitration procedure. Any Direct Time Study Incentive Standard subject to a complaint shall be examined jointly by a Company representative and a trained and qualified Incentive Committee member of the Distribution DateUnion and, ITT if necessary, an eight (8) hour time study shall be and remain liable for all payments accrued prior made with both parties present. If no agreement can be made by both parties, it shall go to the Distribution Date for ITT Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as Plant Manager of the Distribution Date, Water Company and the Chairman of the Union Committee. Any Predetermined Time Study System Incentive Standard complaint shall be examined jointly be a Company representative and remain liable for all payments accrued prior to the Distribution Date for Water Employees under the a trained and qualified Incentive Plans, including any such payments to be made following the Distribution Date. Effective as Committee member of the Distribution Date, Defense shall be and remain liable for all payments accrued prior to the Distribution Date for Defense Employees under the Incentive Plans, including any such payments to be made following the Distribution Date- Union. ITT, Water and Defense shall cause any such payments under the Incentive Plans to be recognized as compensation without regard to the source The examination will consist of such payments. As soon as practicable following the Distribution Date, ITT shall transfer any amounts accrued under the Incentive Plans for (i) Water Employees to Water and (ii) Defense Employees to Defense. (c) All multi-year cash performance awards under the Incentive Plans (the “TSR Awards”) shall be terminated effective as an audit of the Distribution Date. ITT shall determine work place layout, an audit of the amount to be paid prescribed method and an audit of the appropriate time allowances for the method as defined in cash, if any, to each eligible Preexisting ITT Employee under outstanding TSR Awards as described in this Section 6(c)Most. The amount Company is prepared to be paid under train only one (1) Union Incentive Committee member during the TSR Awards shall be paid in cash on the normal payment schedule of the original TSR Award. ITT shall be liable for and make any such payments to ITT Employees, including any such payments to be made following the Distribution Date. Water shall be liable for and make any such payments to Water Employees, including any such payments to be made following the Distribution Date. Defense shall be liable for and make any such payments to Defense Employees, including any such payments to be made following the Distribution Date. For the TSR Awards granted in 2009, ITT shall pay such award in cash to the extent payment is earned according to the original vesting and payment schedule to each eligible Preexisting ITT Employee based on (i) actual performance for the pro rata percentage of the performance period completed on the Distribution Date and (ii) target value for the remaining uncompleted performance period following the Distribution Date. For the TSR Awards granted in 2010, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense shall award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) a restricted stock unit (“RSU”) for the remaining target value, which RSU shall vest on December 31, 2012 and shall be settled in ITT shares, Water shares or Defense shares, as applicable. For the TSR Awards granted in 2011, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense will award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) an RSU for the remaining target value, which RSU shall vest on December 31, 2013 and shall be settled in ITT shares, Water shares or Defense shares, as applicablecontract period. (d) Effective as of the Distribution Date, ITT shall accrue, be and remain liable for all payments for ITT Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Water shall accrue, be and remain liable for all payments for Water Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Defense shall accrue, be and remain liable for all payments for Defense Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a).