8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 5, 2006

Commission file number 1-11625

Pentair, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	41-0907434
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification number)
5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota	55416
(Address of principal executive offices)	(Zip code)
Registrant's telephone number, including area code: (763) 545-1730

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 1.01 Entry into a Material Definitive Agreement
	ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
	ITEM 9.01 Financial Statements and Exhibits
SIGNATURE
Letter Agreement, dated March 31, 2006
Confidentiality and Non-Competition Agreement
Press Release

ITEM 1.01 Entry into a Material Definitive Agreement

On April 5, 2006, in connection with its consideration of the announcement by David D. Harrison, the Executive Vice President and Chief Financial Officer of Pentair, Inc. (“Pentair”), of his intent to retire, the Compensation Committee of the Board of Directors of Pentair approved a grant of shares of restricted stock to Karen Durant, Senior Vice President, Finance and Analysis of Pentair, pursuant to a Letter Agreement and a Confidentiality and Non-Competition Agreement (collectively the “Agreements”), each between Pentair and Karen Durant. The Compensation Committee approved the Agreements based on Mrs. Durant’s past performance and as a means for Pentair to more effectively retain Mrs. Durant. The Agreements contain the following material terms and conditions:

• Pentair granted Mrs. Durant 24,808 shares of restricted common stock of Pentair, which are subject to the provisions of Pentair’s Omnibus Stock Incentive Plan. However, 100% of this award vests on the fourth anniversary of the date of grant instead of the typical vesting schedule used for such awards under the Omnibus Stock Incentive Plan.

• Mrs. Durant agreed, during or after her term of employment, not to disclose confidential information that she may learn or acquire during employment or use confidential information for her own benefit or the benefit of another.

• Mrs. Durant agreed, during her term of employment, to devote her full-time energy to furthering Pentair’s business and to not pursue any other business activity without Pentair’s written consent.

• Mrs. Durant agreed, for a period of two years following her last day of employment with Pentair, to not take certain actions specified in the Agreements that would compete with Pentair.

Copies of the Letter Agreement and Confidentiality and Non-Competition Agreement are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(a)	Not applicable.
(b)	On April 5, 2006, David D. Harrison, the Executive Vice President and Chief Financial Officer of Pentair, informed Pentair of his intent to retire by the end of 2006. A copy of the press release Pentair issued on April 5, 2006 announcing the Chief Financial Officer’s intent to retire is filed herewith as Exhibit 99.1 and incorporated herein by reference.
(c)	Not applicable.
(d)	Not applicable.

ITEM 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Businesses Acquired
	Not applicable.
(b)	Pro Forma Financial Information
	Not applicable.
(c)	Shell Company Transactions
	Not applicable.
(d)	Exhibits
	The following exhibits are provided as part of the information filed under Items 1.01 and 5.02 of this Current Report on Form 8-K:

Exhibit	Description
10.1	Letter Agreement, dated March 31, 2006, between Pentair, Inc. and Karen Durant.
10.2	Confidentiality and Non-Competition Agreement, dated April 1, 2006, between Pentair, Inc. and Karen Durant.
99.1	Pentair, Inc. press release dated April 5, 2006 announcing the Chief Financial Officer’s intention to retire.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 7, 2006.

PENTAIR, INC.

Registrant
 

By /s/ David D. Harrison  

David D. Harrison 

Executive Vice President and Chief Financial Officer (Chief Accounting Officer) 

EX-10.1

March 31, 2006

Ms. Karen Durant
Senior Vice President, Finance and Analysis
Pentair, Inc.
5500 Wayzata Blvd, Suite 800
Golden Valley, MN 55416

Dear Karen:

RE:      Special Recognition and Retention Award

The Board of Directors of Pentair, Inc. wants to acknowledge the important role you play at the Company. As Pentair continues to grow and evolve, we value your contribution and expertise.

To demonstrate our continued belief in you, Pentair hereby grants you, subject to your acceptance and your signing of a non-competition agreement, a one-time special award of 24,808 shares of restricted stock. The restricted stock is subject to the provisions of the Company’s Omnibus Stock Incentive Plan and your Key Executive Employee Severance Agreement dated August 23, 2000. The vesting schedule of the award will be longer than typically used for equity awards made pursuant to the Plan: 100% of the awards will vest on the fourth anniversary of grant. As part of signing the related non-competition agreement, you will be agreeing that this award will serve as adequate consideration for entering the agreement even if you do not stay with Pentair long enough for the shares to vest.

Nothing contained in this letter alters any of the terms of your employment, nor does it represent a guarantee of employment. However, it should serve as an indicator of the faith we have in you as a senior Pentair executive.

This letter agreement is governed by the laws of the State of Minnesota. It may not be amended or modified except through a letter signed by the Company and you.

If this letter agreement is acceptable to you, please indicate your acceptance by countersigning it in the place provided below. Upon your signing the non-competition agreement, it will become binding agreement between the Company and you. Once receiving the countersigned original, Fred Koury will supply you with any additional paperwork required to effect this grant.

Please call Fred Koury or me if you have any questions.

Regards,

Randall Hogan
Chairman & Chief Executive Officer
Pentair, Inc.

Accepted and agreed to on April 5, 2006

By:
	Karen Durant
	Senior Vice President, Finance and Analysis

EX-10.2

CONFIDENTIALITY AND
NON-COMPETITION AGREEMENT

THIS CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (“Agreement”) is made this first day of April, 2006, by and between Pentair, Inc. (“Employer” or “Pentair”), and Karen Durant (“Executive”).

RECITALS

WHEREAS, Executive is currently the Senior Vice President, Finance and Analysis of Pentair and, in recognition of the value Executive adds to Pentair and as an inducement for Executive to enter into this Agreement, Pentair wishes to offer Executive the independent consideration set forth in section 1 of this Agreement.

WHEREAS, as a condition of receiving the independent consideration set forth in section 1 of this Agreement, Executive wishes to voluntarily enter into this Agreement.

WHEREAS, Executive acknowledges that she will continue to be employed in a position of trust and confidence and that she will continue to have access to and will become more familiar with the products, methods, technology, services and procedures used by Employer in the future.

WHEREAS, Executive acknowledges that Employer has expended significant time and money on promotion, advertising, and the development of goodwill and a sound business reputation. Employer has developed a list of customers and spent time and resources to learn the customers’ needs for Employer’s services and products. Employer also has entered into business relationships designed to discover likely future customers. All of the foregoing are valuable, special and unique assets of Employer’s business. Executive acknowledges that the Employer’s customer lists, including future changes to the customer lists, are confidential information which should not be disclosed to persons outside of Employer’s organization or used by Executive for her own benefit or the benefit of other persons.

WHEREAS, Executive acknowledges that Employer has expended significant time and money on technology, research, and development. Employer has developed products, processes, technologies and services, which are valuable, special and unique assets of Employer’s business. Executive acknowledges that the products, processes, technologies and services, including future changes thereto, are confidential information which should not be disclosed to persons outside of Employer’s organization or used by Executive for her own benefit or the benefit of other persons.

WHEREAS, Executive recognizes that the disclosure to or use by third parties of any of Employer’s confidential or proprietary information, trade secrets, or Executive’s unauthorized use of such information would seriously harm Employer’s business and cause monetary loss that would be difficult, if not impossible, to measure.

WHEREFORE, the parties hereby agree as follows:
1. Shares of Restricted Stock Award. Pentair hereby grants Executive a one-time special award of 24,808 shares of restricted stock, which are subject to the provision of Pentair’s Omnibus Stock Incentive Plan. Notwithstanding the typical vesting schedule used for such awards under the Omnibus Stock Incentive Plan, 100% of this award shall vest on the fourth anniversary of the grant.

Executive acknowledges that she was not entitled to receive this award prior to her execution of this Agreement, and that execution of this Agreement is a condition of her right to receive the award.

2. Confidential Information. “Confidential Information” means information belonging to Employer of a special and unique nature and value, including, but not limited to, such matters as Employer’s personnel and compensation information; accounts; trade secrets; procedures; manuals; financial cost and sales data; supply sources and resources; contracts; price lists, accounting and bookkeeping practices; office policies and practices; financial information; marketing plans; business plans; prospect names and lists; existing and potential business opportunities; confidential reports; customer lists and contracts; customers’ needs for Employer’s products and services; litigation and other legal matters, as well as information specific to the Employer’s products, such as source code, coding standards, programming techniques, processes and systems; computer programs, algorithms, techniques, processes, designs, specifications, diagrams, flow charts, ideas, systems, and methods of operation of such programs; and research and development work.

Executive acknowledges that Employer has taken reasonable measures to preserve the secrecy of its Confidential Information, including, but not limited to, requiring Executive to execute this Agreement. Executive will not, during or after the term of employment, disclose Employer’s Confidential Information which Executive may learn or acquire during her employment to any other person or entity or use said Confidential Information for Executive’s own benefit or for the benefit of another. If either Executive or Employer terminate the employment relationship, Executive will immediately deliver to Employer all property and Confidential Information, including work in progress, originals and copies of business forms, computer files, diskettes, source codes, manuals, including training materials, catalogs, customer lists, financial information, computer equipment, office equipment, and all other materials in Executive’s possession or control which belong to Employer or contain information subject to this Agreement.

3. Competition Restrictions.

(a) Full-Time Commitment.

During the period of the employment relationship between Executive and Employer, Executive will devote her full-time and energy to furthering Employer’s business and will not pursue any other business activity without Employer’s written consent.
(b) Post-Employment Restrictions.

Executive acknowledges that during her employment with Pentair and her work for Pentair and its subsidiaries, she has become intimately familiar with trade secrets, know-how, executive personnel, business strategies, product development, proprietary information and Confidential Information concerning the business of Pentair and other members of the Pentair controlled group

of companies (the “Group”). In consideration for the benefits paid to Executive under this Agreement, Executive agrees that she shall not either directly or indirectly, for a period of two (2) years following her last day of employment with Employer (the “Separation Date”), do any of the following:

a. own, manage, control, be employed by, participate in, consult with or render services of any kind for any concern which engages in a business which is competitive with any business being conducted, or contemplated being conducted, by the Group as of the Separation Date;

b. become an employee or agent of any corporation or other entity, or any division or subsidiary of such a corporation or entity, where more than five percent (5%) of such organization’s business is in competition with any business being conducted, or contemplated being conducted, by the Group as of the Separation Date;

c. participate in any plan or attempt to acquire the business or assets of the Group or control of the voting stock of any member thereof, or in any manner interfere with the control of Pentair, whether by friendly or unfriendly means unless by the discretion of the Compensation Committee her participation is deemed acceptable;

d. solicit, offer to provide, provide, sell or offer to sell any service or product similar to those which the Group sells to: (i) any customer with whom Executive (or other employees or agents under Executive’s supervision) has had contact or for whom Executive (or other employees or agents under Executive’s supervision) has performed services during the term of Executive’s employment; or (ii) any prospective customer who has been solicited by Employer or who has approached the Group and with whom Executive (or any other employee or agent under the Executive’s supervision) has had contact or for whom Executive (or other employees or agents under Executive’s supervision) has attempted to perform services during the term of Executive’s employment; or

e. solicit any of the Group’s employees for the purpose of hiring them or inducing them to leave their employment with the Group, nor will Executive own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by, or be connected in any manner with any person or entity which engages in the conduct proscribed by this paragraph during the term of Executive’s employment and for a period of (2) years following the Separation Date.

4. Stipulated Reasonableness. Executive acknowledges that the nature of Executive’s position, the period of time necessary to fill Executive’s position in the event Executive’s employment is terminated, the period of time necessary to allow customers of Employer’s business to become familiar with Executive’s replacement in the event Executive’s employment is terminated, and the period of time necessary to obliterate the identification between Employer and Executive in the minds of Employer’s customers commands that the two (2) year restrictive period be imposed hereunder for the protection of Employer’s investment in its business. Executive further agrees the restrictions contained in this Agreement shall apply no matter how her employment terminates and regardless of whether the termination is voluntary or involuntary. Executive further agrees that the restrictions contained in this Agreement shall survive the termination of her employment.

5. Remedies. Executive acknowledges and agrees that her breach of this Agreement would cause irreparable harm to Employer and members of the Group and that such harm may not be compensable entirely with monetary damages. If Executive violates this Agreement, Employer and any injured member of the Group may, but shall not be required to, seek injunctive relief and/or any other remedy allowed at law, in equity, or under this Agreement. Any injunctive relief sought shall be in addition to and not in limitation of any monetary relief or other remedies or rights to which Pentair or the Group is or may be entitled at law, in equity, or under this Agreement. In connection with any suit at law or in equity under this Agreement, Employer and any member of the Group shall be entitled to an accounting, and to the repayment of all profits, compensation, commissions, fees, or other remuneration which Executive or any other entity or person has either directly or indirectly realized on its behalf or on behalf of another and/or may realize, as a result of, growing out of, or in connection with the violation which is the subject of the suit. In addition to the foregoing, Employer and any member of the Group shall be entitled to collect from Executive any reasonable attorney’s fees and costs incurred in bringing any action against Executive or otherwise to enforce the terms of this Agreement, as well as any attorney’s fees and costs for the collection of any judgments in Employer’s favor arising out of this Agreement.

6. Judicial Modification. If any one or more of the terms of this Agreement are deemed to be invalid or unenforceable by a court of law, the validity, enforceability, and legality of the remaining provisions will not, in any way, be affected or impaired thereby; and, notwithstanding the foregoing, all provisions of this Agreement shall be enforced to the extent that is reasonable as determined by a Minnesota state or federal court.

7. Invention Assignment. During Executive’s employment with Employer, Executive will promptly disclose to Employer, in writing, any ideas, inventions or discoveries (collectively, “Inventions”) related to Pentair’s business. Executive agrees that these Inventions shall belong to Pentair; Executive hereby assigns such Inventions to Pentair subject to the limitations set forth below; I warrant and represent that I will execute any documents necessary to effectuate the assignment of all of my right, title and interest in such Inventions to Pentair; and Executive will cooperate in Pentair’s efforts to protect its rights to the Inventions. Executive understands that her agreement in this paragraph does not apply to any invention for which none of Pentair’s equipment, supplies, facilities or trade secret information were used and which was developed entirely on my own time, and (1) which does not relate (a) directly to Pentair’s business or (b) to Pentair’s actual or demonstrably anticipated research or development, or (2) which does not result from any work that Executive performed for Pentair.

Executive further agrees that during and after the term of her employment, without charge to the Employer but at its expense, to execute, acknowledge and deliver any and all papers necessary for the Employer to obtain patents for its own benefit on the Inventions in any and all countries and that said patents, applications for patents and Inventions shall remain the property of the Employer whether patented or not.

8. Nonwaiver. Employer’s decision to refrain from enforcing a breach of any part of this Agreement (or Employer’s settlement of any claims for breach) will not prevent Employer from enforcing the Agreement as to any other breach of this Agreement that Employer discovers and shall not operate as a waiver against any future enforcement of any part of this Agreement, any other agreement with Executive or any other agreement with any other employee of Employer.

9. Compensation Committee Discretion. The Compensation Committee of the Board of Directors of Pentair shall have the ability to waive or override certain clauses of this agreement, provided, however, that such waiver shall not be to reduce benefits to Executive under the Agreement.

10. Assignment. This Agreement may be assigned by Employer.

11. Choice of Law/Forum. This Agreement shall be construed and determined according to the laws of the State of Minnesota, and any disputes arising out of this Agreement shall be determined in a Minnesota state or federal court of appropriate jurisdiction.

12. At-Will. Nothing in this Agreement is intended to provide nor shall this Agreement provide Executive with any contractual rights to employment for any period of time. Executive acknowledges that her employment relationship with Employer is one of at-will employment.

13. Merger/Capacity. This Agreement incorporates the entire understanding between the parties as to its subject matter. Other than stated herein, Executive has been offered no oral or written promises, inducements, or representations, and Executive executes this Agreement without reliance on any oral or written promises, inducements, or representations other than those set forth in this Agreement. This Agreement may not be canceled, modified or otherwise changed except by another written agreement signed by Executive and Employer. Executive and Employer represent that each party is of legal age, under no legal disability, has full legal authority to enter into this Agreement, and has had a reasonable and adequate opportunity to consult with independent counsel regarding the effect of this Agreement, the sufficiency of the independent consideration provided Executive hereunder, and the reasonableness of the restrictions set forth herein. This agreement is subject to the provisions of the Key Executive Employee Severance Agreement dated August 23, 2000 between Executive and Employer.

PENTAIR, INC	EXECUTIVE
By
Its	Date:
Date:

EX-99.1

Pentair, Inc.
5500 Wayzata Boulevard, Suite 800
Golden Valley, MN 55416
763 656 5278 Tel
763 656 5402 Fax

News Release

PENTAIR ANNOUNCES CHIEF FINANCIAL OFFICER’S INTENT TO RETIRE

GOLDEN VALLEY, Minn. — April 5, 2006 — Pentair, Inc. (NYSE: PNR) today announced that its Executive Vice President and Chief Financial Officer (CFO), David D. Harrison, has informed the Company of his intent to retire by the end of 2006. Consequently, Pentair has begun the process to identify Harrison’s successor. To help ensure a seamless transition, Harrison will remain with Pentair until his successor is named.

“Pentair is extremely fortunate to have had Dave’s leadership throughout one of the most productive periods in the company’s history,” said Randall J. Hogan, chairman and chief executive officer. “He has been vital to the establishment of Pentair’s cash flow and return on invested capital disciplines, contributing meaningfully to the company’s expanding margins and the tripling of Pentair’s stock price over the past five years.

“In addition, Dave played a pivotal role in the transformation of Pentair to a water-led company. I am grateful for Dave’s partnership during my first five years as chief executive,” Hogan added.

Harrison first joined Pentair in 1994 as senior vice president and CFO, and was named executive vice president and CFO in 1995. He left the Company in 1996 to serve as executive vice president and CFO of Coltec Industries and, later held the same position with The Scotts Company. He returned to Pentair in 2000 as executive vice president and CFO. Prior to joining Pentair, Harrison worked for Borg-Warner Chemicals and several units of General Electric.

“It has been a great pleasure for me to have worked with Pentair, a vibrant, growing organization,” Harrison said. “I consider my years on the Company’s leadership team among the best in my forty-one year accounting and finance career.”

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About Pentair, Inc.
Pentair (www.pentair.com) is a diversified operating company headquartered in Minnesota. Its Water Group is a global leader in providing innovative products and systems used worldwide in the movement, treatment, storage and enjoyment of water. Pentair’s Technical Products Group is a leader in the global enclosures market, designing and manufacturing standard, modified, custom and thermal enclosures that house and protect sensitive electronics and electrical components. With 2005 revenues of $2.95 billion, Pentair has approximately 15,000 employees worldwide.

Contacts:
Rachael Jarosh Communications Tel.: (763) 656-5280 E-mail: rachael.jarosh@pentair.com	Mark Cain Investor Relations Tel.: (763) 656-5278 E-mail: mark.cain@pentair.com