CREDIT AGREEMENT dated as of March 23, 2018 among NVENT ELECTRIC plc as Parent, NVENT FINANCE S.À R.L. as Company, PENTAIR TECHNICAL PRODUCTS HOLDINGS, INC. as an Affiliate Borrower The Other Affiliate Borrowers From Time to Time Party Hereto, The...Credit Agreement • March 26th, 2018 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • New York
CREDIT AGREEMENT (this “Agreement”) dated as of March 23, 2018 among NVENT ELECTRIC plc, an Irish public limited company, NVENT FINANCE S.À R.L., a Luxembourg private limited liability company (Société à responsabilité limitée) having its registered office at 26, boulevard Royal, L-2449 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B219846, the other AFFILIATE BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CITIBANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Syndication Agents and GOLDMAN SACHS BANK USA, WELLS FARGO BANK, NATIONAL ASSOCIATION, HSBC BANK USA, NATIONAL ASSOCIATION and DEUTSCHE BANK SECURITIES INC., as Documentation Agents.
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTKey Executive Employment and Severance Agreement • February 20th, 2024 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • Minnesota
THIS AGREEMENT, made and entered into as of the _____ day of __________, _____, by and between nVent Electric plc, an Irish corporation limited by shares (hereinafter referred to as the “Company”), and _________________ (hereinafter referred to as the “Executive”).
TAX MATTERS AGREEMENT BY AND BETWEEN PENTAIR PLC AND NVENT ELECTRIC PLC DATED AS OF APRIL 27, 2018Tax Matters Agreement • April 30th, 2018 • nVent Electric PLC • Special industry machinery (no metalworking machinery)
THIS TAX MATTERS AGREEMENT (the “Agreement”), dated as of April 27, 2018 (the “Signing Date”), by and between Pentair plc, an Irish public limited company (“ParentCo”), and nVent Electric plc, an Irish public limited company (“SpinCo”) (ParentCo and SpinCo are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN PENTAIR PLC AND NVENT ELECTRIC PLC DATED AS OF APRIL 27, 2018Separation and Distribution Agreement • April 30th, 2018 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 27, 2018 (this “Agreement”), is by and between Pentair plc, an Irish public limited company (“Pentair”), and nVent Electric plc, an Irish public limited company (“nVent”). nVent and Pentair are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.
NVENT FINANCE S.À R.L., as Issuer AND NVENT ELECTRIC PLC, as Parent and Guarantor AND FIFTH SUPPLEMENTAL INDENTURE Dated as of May 3, 2023 $500,000,000 of 5.650% Senior Notes due 2033nVent Electric PLC • May 3rd, 2023 • Special industry machinery (no metalworking machinery) • New York
THIS FIFTH SUPPLEMENTAL INDENTURE is dated as of May 3, 2023, among NVENT FINANCE S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) with a registered office at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 219.846, as issuer (the “Company”), NVENT ELECTRIC PLC, an Irish public limited company, as guarantor (“Parent” or the “Guarantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as successor to U.S. Bank National Association, as trustee (the “Trustee”).
NVENT ELECTRIC PLC PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • February 28th, 2023 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • Minnesota
Pursuant to the notice of grant (the “Grant Notice”) and this Performance Stock Unit Award Agreement, including any country-specific terms in the applicable addendum hereto (the “Addendum”) (together, this “Award Agreement”), nVent Electric plc (the “Company”) has granted to you Performance Stock Units (“PSUs”) with respect to the number of ordinary shares of the Company (“Shares”) specified in the Grant Notice. Capitalized terms not defined in this Award Agreement but defined in the nVent Electric plc 2018 Omnibus Incentive Plan, as may be amended or restated from time to time (the “Plan”) shall have the same definitions as in the Plan. Unless you decline this Award Agreement within 90 days, you agree to be bound by all of the provisions contained in this Award Agreement and the Plan.
NVENT ELECTRIC PLC 2018 OMNIBUS INCENTIVE PLAN GRANT AGREEMENT– RESTRICTED STOCK UNITSGrant Agreement • February 20th, 2024 • nVent Electric PLC • Special industry machinery (no metalworking machinery)
The Board of Directors of nVent Electric plc has awarded you the following grant under the nVent Electric plc 2018 Omnibus Incentive Plan (the “Plan”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN PENTAIR PLC AND NVENT ELECTRIC PLC DATED AS OF APRIL 27, 2018Transition Services Agreement • April 30th, 2018 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • New York
This TRANSITION SERVICES AGREEMENT, dated as of April 27, 2018 (this “Agreement”), is by and between Pentair plc, an Irish public limited company (“Pentair”), and nVent Electric plc, an Irish public limited company (“nVent”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN PENTAIR PLC AND NVENT ELECTRIC PLC DATED AS OF APRIL 27, 2018Employee Matters Agreement • April 30th, 2018 • nVent Electric PLC • Special industry machinery (no metalworking machinery)
THIS EMPLOYEE MATTERS AGREEMENT, dated as of April 27, 2018 (this “Agreement”), is by and between Pentair plc, an Irish public limited company (“Pentair”), and nVent Electric plc, an Irish public limited company (“ nVent”). nVent and Pentair are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement shall have the meanings set forth in this Agreement, or if they are not defined herein, as ascribed to them in the Separation and Distribution Agreement.
500,000,000 nVent Finance S.à r.l. 5.650% Senior Notes due 2033 Underwriting AgreementUnderwriting Agreement • April 25th, 2023 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • New York
nVent Finance S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) having its registered office at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B219846 (the “Issuer”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 5.650% Senior Notes due 2033 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of March 26, 2018, as supplemented by the Third Supplemental Indenture dated as of April 30, 2018 (the “Base Indenture”), among the Issuer, nVent Electric plc, an Irish public limited company (the “Parent” or the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Supplemental Indenture in respect of the Securities to be da
NVENT ELECTRIC 2018 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2023 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • Minnesota
Pursuant to the notice of grant (the “Grant Notice”) and this Restricted Stock Unit Award Agreement, including any country-specific terms in the applicable addendum hereto (the “Addendum”) (together, this “Award Agreement”), nVent Electric plc (the “Company”) has granted to you Restricted Stock Units (“RSUs”) with respect to the number of ordinary shares of the Company (“Shares”) specified in the Grant Notice. Capitalized terms not defined in this Award Agreement but defined in the nVent Electric plc 2018 Omnibus Incentive Plan, as may be amended or restated from time to time (the “Plan”) shall have the same definitions as in the Plan. Unless you decline this Award Agreement within 90 days, you agree to be bound by all of the provisions contained in this Award Agreement and the Plan.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • February 25th, 2020 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • Minnesota
This SEPARATION AGREEMENT AND RELEASE (“Agreement”) is made this _7th__ day of November, 2019, by and between Thomas F. Pettit (“Employee”) and nVent Management Company on behalf of itself, its predecessors, subsidiaries and affiliated entities (collectively, “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 31st, 2018 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • Delaware
THIS AGREEMENT dated and effective as of [•] (the “Effective Time”), by and between nVent Management Company, a Delaware corporation (the “Company”), and [•] (“Covered Person”).
ContractDeed of Indemnification • January 31st, 2018 • nVent Electric PLC • Special industry machinery (no metalworking machinery)
THIS DEED OF INDEMNIFICATION (“Deed”) dated and effective as of [•] (“Effective Time”), is made by and between nVent Electric plc, a public limited company incorporated in Ireland (registered number 605257) and having its registered office at Arthur Cox Building, Ten Earlsfort Terrace, Dublin 2 DO2 T380 (the “Company”), and [•] (“Covered Person”).
NVENT FINANCE S.À R.L., as Issuer AND NVENT ELECTRIC PLC, as Guarantor AND as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of April 30, 2018nVent Electric PLC • April 30th, 2018 • Special industry machinery (no metalworking machinery) • New York
THIS THIRD SUPPLEMENTAL INDENTURE is dated as of April 30, 2018 among NVENT FINANCE S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) with a registered office at 26, boulevard Royal, L-2449 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B219846 (the “Company”), NVENT ELECTRIC PLC, an Irish public limited company (“nVent”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
NVENT ELECTRIC PLC 2018 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • May 8th, 2018 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • Minnesota
Pursuant to the notice of grant (the “Grant Notice”) and this Stock Option Award Agreement, including any country-specific terms in the applicable addendum hereto (the “Addendum”) (together, this “Award Agreement”), nVent Electric plc (the “Company”) has granted to you an option to purchase (the “Option”) the number of ordinary shares of the Company (“Shares”) indicated in the Grant Notice at the exercise price indicated in the Grant Notice. If the Option is designated as an Incentive Stock Option in the Grant Notice, additional terms are set forth in the Addendum for the United States. Capitalized terms not defined in this Award Agreement but defined in the nVent Electric plc 2018 Omnibus Incentive Plan, as may be amended or restated from time to time (the “Plan”) shall have the same definitions as in the Plan. Unless you decline this Award Agreement within 90 days, you agree to be bound by all of the provisions contained in this Award Agreement and the Plan.
ContractCredit Agreement • February 25th, 2020 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • New York
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • December 17th, 2018 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • Minnesota
This SEPARATION AGREEMENT AND RELEASE (“Agreement”) is made effective this 14th day of December, 2018 (“Separation Date”), by and between Benjamin Sommerness (“Employee”) and nVent Management Company on behalf of itself, its predecessors, subsidiaries and affiliated entities (collectively, “Company”).
MERGER AGREEMENT by and among ECM INVESTORS, LLC SENTINEL ECM BLOCKER, INC.,Merger Agreement • April 4th, 2023 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • New York
THIS MERGER AGREEMENT (this “Agreement”), dated as of April 1, 2023 is made by and among ECM Investors, LLC, a Delaware limited liability company (the “Company”), Sentinel ECM Blocker, Inc., a Delaware corporation (“Blocker Corp”), Lionel Acquisition Co., a Delaware corporation (“Purchaser”), Everest Blocker Holding, Inc., a Delaware corporation and direct subsidiary of Purchaser (“Blocker Purchaser” and, together with Purchaser, the “Purchasers”), Everest Acquisition Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Purchaser (“Merger Sub”), Everest Blocker Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Blocker Purchaser (“Blocker Merger Sub” and, together with the Purchasers and Merger Sub, collectively, the “Purchaser Parties”), Sentinel Capital Partners, L.L.C., a Delaware limited liability company, as the Representative (as defined herein) and, solely for the purposes of Article 1, Article 5, Article 9, Article 11, Ar
NVENT ELECTRIC PLC 2018 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENTOmnibus Incentive Plan • February 28th, 2023 • nVent Electric PLC • Special industry machinery (no metalworking machinery) • Minnesota
Pursuant to the notice of grant (the “Grant Notice”) and this Stock Option Award Agreement, including any country-specific terms in the applicable addendum hereto (the “Addendum”) (together, this “Award Agreement”), nVent Electric plc (the “Company”) has granted to you an option to purchase (the “Option”) the number of ordinary shares of the Company (“Shares”) indicated in the Grant Notice at the exercise price indicated in the Grant Notice. If the Option is designated as an Incentive Stock Option in the Grant Notice, additional terms are set forth in the Addendum for the United States. Capitalized terms not defined in this Award Agreement but defined in the nVent Electric plc 2018 Omnibus Incentive Plan, as may be amended or restated from time to time (the “Plan”) shall have the same definitions as in the Plan. Unless you decline this Award Agreement within 90 days, you agree to be bound by all of the provisions contained in this Award Agreement and the Plan.
