FORM OF RIGHTS AGREEMENT Dated as of [ ], 2007Rights Agreement • July 5th, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
RIGHTS AGREEMENT, dated as of [ ], 2007 (the “Agreement”), between WABCO Holdings Inc., a Delaware corporation (the “Company”), and The Bank of New York (the “Rights Agent”).
FORM OF INDEMNIFICATION AND COOPERATION AGREEMENTForm of Indemnification and Cooperation Agreement • July 5th, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
This INDEMNIFICATION AND COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of July [__], 2007 by and among American Standard Companies Inc. (“ASD”), Ideal Standard, France SAS (“IS France”), Ideal Standard GmbH & Co. OHG (“IS Belgium”), WABCO Austria GesmbH (“WABCO Austria”), Ideal Standard GmbH (Germany) (“IS Germany”), Ideal Standard Italia s.r.l. (Italy) (“IS Italy”), Ideal Standard Nederland BV (“Venlo”), WABCO Holdings Inc. (“WABCO”) and American Standard Europe BVBA (“ASE,” and together with WABCO and WABCO Austria, the “Indemnitors”). Each of the foregoing parties is individually referred to herein as a “Party” and collectively as the “Parties.” Certain capitalized terms used herein are defined in Section 1.1. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement (defined below).
