ARTICLE I. DEFINITIONSEmployee Matters Agreement • October 28th, 2005 • Fidelity National Title Group, Inc. • Title insurance
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • April 8th, 2020 • Raytheon Technologies Corp • Aircraft engines & engine parts
This EMPLOYEE MATTERS AGREEMENT, dated as of April 2, 2020 (this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation (“Carrier”), and Otis Worldwide Corporation, a Delaware corporation (“Otis”). UTC, Otis and Carrier are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EMPLOYEE MATTERS AGREEMENT By and Between HONEYWELL INTERNATIONAL INC. and RESIDEO TECHNOLOGIES, INC. Dated as of October 19, 2018Employee Matters Agreement • October 19th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of October 19, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”, and together with Honeywell, the “Parties”).
EMPLOYEE MATTERS AGREEMENT by and among DOWDUPONT INC., DOW INC., and CORTEVA, INC. Effective as of April 1, 2019Employee Matters Agreement • April 16th, 2019 • Corteva, Inc. • Agricultural production-crops • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated effective as of April 1, 2019, by and among DowDuPont Inc., a Delaware corporation (“DowDuPont” or “SpecCo”), Dow Inc., a Delaware corporation (“Dow” or “MatCo”), and Corteva, Inc., a Delaware corporation (“AgCo”). Each of SpecCo, MatCo, and AgCo is sometimes referred to herein as a “Party” and collectively as the “Parties.”
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ZIFF DAVIS, INC. AND CONSENSUS CLOUD SOLUTIONS, INC. DATED AS OF OCTOBER 7, 2021Employee Matters Agreement • October 8th, 2021 • Consensus Cloud Solutions, Inc. • Services-prepackaged software • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of October 7, 2021 (this “Agreement”), is by and between Ziff Davis, Inc., a Delaware corporation (“Parent”), and Consensus Cloud Solutions, Inc., a Delaware corporation (“SpinCo”).
EMPLOYEE MATTERS AGREEMENT By and Among TIME WARNER INC.,Employee Matters Agreement • November 17th, 2009 • Time Warner Inc. • Services-motion picture & video tape production • Delaware
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 16, 2009, by and among TIME WARNER INC., a Delaware corporation (“TWX”), AOL LLC, a Delaware limited liability company (“AOL LLC”), and AOL INC., a Delaware corporation (“AOL”).
EMPLOYEE MATTERS AGREEMENT by and between VISHAY INTERTECHNOLOGY, INC. and VISHAY PRECISION GROUP, INC. Dated June 22, 2010Employee Matters Agreement • June 23rd, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into June 22, 2010, by and between Vishay Intertechnology, Inc., a Delaware corporation (“Vishay”), and Vishay Precision Group, Inc., a Delaware corporation (“VPG”) (each a “Party” and together the “Parties”).
EMPLOYEE MATTERS AGREEMENT BY AND AMONG JDS UNIPHASE CORPORATION, LUMENTUM HOLDINGS INC., AND LUMENTUM OPERATIONS LLC. JULY 31, 2015Employee Matters Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of July 31, 2015 (the “Effective Date”), is by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), Lumentum Holdings Inc., a Delaware corporation (“Holdings”), and Lumentum Operations LLC, a Delaware corporation (“Lumentum”). Certain terms used in this Agreement are defined in Section 1.1.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 25th, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation
This Employee Matters Agreement (this “Agreement”), dated as of August 20, 2008, with effect as of the Effective Time, is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), Ticketmaster, a Delaware corporation and a wholly owned subsidiary of IAC (“TM”), Interval Leisure Group, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Interval”), HSN, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“HSN”) and Tree.com, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Tree,” together with TM, Interval and HSN, the “SpinCos,” the SpinCos and IAC, collectively, the “Parties”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN DOVER CORPORATION AND APERGY CORPORATION DATED AS OF May 9, 2018Employee Matters Agreement • May 14th, 2018 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York
THIS EMPLOYEE MATTERS AGREEMENT is entered into as of May 9, 2018, by and between Dover Corporation, a Delaware corporation (“Dover”), and Apergy Corporation, a Delaware corporation (“Apergy” and together with Dover, the “Parties” and each, a “Party”).
EMPLOYEE MATTERS AGREEMENT by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, AIMCO OP L.P., APARTMENT INCOME REIT CORP. and AIMCO PROPERTIES, L.P. dated as of December 15, 2020Employee Matters Agreement • December 15th, 2020 • Aimco Properties L.P. • Operators of apartment buildings • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of December 15, 2020, by and among Apartment Investment and Management Company, a Maryland corporation (“DevCo”), Aimco OP L.P., a Delaware limited partnership and a subsidiary of SpinCo OP (“DevCo OP”), Apartment Income REIT Corp., a Maryland corporation and a subsidiary of DevCo (“SpinCo”), and AIMCO Properties, L.P., a Delaware limited partnership and a subsidiary of SpinCo (“SpinCo OP”). DevCo, DevCo OP, SpinCo, and SpinCo OP are sometimes referred to herein individually as a “Party,” and collectively as the “Parties”. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation and Distribution Agreement by and between the Parties, dated as of December 15, 2020 (the “Separation Agreement”), shall have the meanings set forth in Section 1.1.
EMPLOYEE MATTERS AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of March 30, 2019Employee Matters Agreement • April 4th, 2019 • Ironwood Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 30, 2019, is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and a wholly owned subsidiary of Ironwood. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement between the Parties, dated as of March 30, 2019 (the “Separation Agreement”).
EMPLOYEE MATTERS AGREEMENT by and between SMITH & WESSON BRANDS, INC. and AMERICAN OUTDOOR BRANDS, INC. Dated as of August 21, 2020Employee Matters Agreement • August 26th, 2020 • American Outdoor Brands, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2020, by and between Smith & Wesson Brands, Inc., a Nevada corporation (“SWBI”), and American Outdoor Brands, Inc., a Delaware corporation (“AOUT” and with SWBI each, individually, a “Party,” and, collectively, the “Parties”). Capitalized terms used in this Agreement, but not defined, shall have the meanings ascribed to them in the Separation and Distribution Agreement, dated as of August 21, 2020, by and between SWBI and AOUT (as amended from time to time, the “Separation and Distribution Agreement”).
AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN CAPITAL SOUTHWEST CORPORATION AND CSW INDUSTRIALS, INC. DATED AS OF SEPTEMBER 14, 2015Employee Matters Agreement • November 16th, 2015 • CSW Industrials, Inc. • Adhesives & sealants • Delaware
This Amended and Restated Employee Matters Agreement, dated as of September 14, 2015 (the “Agreement”), is by and between Capital Southwest Corporation, a Texas corporation (“Capital Southwest”), and CSW Industrials, Inc., a Delaware corporation (“CSWI,” and together with Capital Southwest, the “Parties”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is executed effective as of May 24, 2004, by and among GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), GEI, Inc., a Delaware corporation (“GEI”), GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation (“GEFAHI”), and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • September 29th, 2020 • BBX Capital Corp • Real estate
This EMPLOYEE MATTERS AGREEMENT, dated as of September 25, 2020 (this “Agreement”), is entered into by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).
EMPLOYEE MATTERS AGREEMENT by and between THE E.W. SCRIPPS COMPANY and SCRIPPS NETWORKS INTERACTIVE, INC. Dated as of July 1, 2008Employee Matters Agreement • July 7th, 2008 • Scripps Networks Interactive, Inc. • Cable & other pay television services • Ohio
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of July 1, 2008, by and between The E.W. Scripps Company, an Ohio corporation (“EWS”), and Scripps Networks Interactive, Inc., an Ohio corporation and an indirect subsidiary of EWS (“SNI”, and, together with EWS, each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement (other than the formal names of the EWS Benefit Plans (as defined below), the SNI Benefit Plans (as defined below) and other agreements) and not otherwise defined, are defined as set forth in Section 1.01.
EMPLOYEE MATTERS AGREEMENT by and between INTERNATIONAL PAPER COMPANY (“Parent”) and SYLVAMO CORPORATION (“SpinCo”) dated as of September 30, 2021Employee Matters Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
This Employee Matters Agreement (together with all exhibits, schedules, appendices and annexes hereto, this “Agreement”), dated as of September 30, 2021 is by and between International Paper Company, a New York corporation (“Parent”), and Sylvamo Corporation, a Delaware corporation (“SpinCo”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HILLENBRAND INDUSTRIES, INC., AND BATESVILLE HOLDINGS, INC. DATED AS OF MARCH 14, 2008Employee Matters Agreement • April 1st, 2008 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into by and between Hillenbrand Industries, Inc., an Indiana corporation (“RemainCo”), and Batesville Holdings, Inc., an Indiana corporation (“SpinCo”), each a “Party” and together, the “Parties.”
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022Employee Matters Agreement • November 1st, 2022 • RXO, Inc. • Transportation services • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of October 31, 2022 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and RXO, Inc., a Delaware corporation (“SpinCo”).
EMPLOYEE MATTERS AGREEMENT by and between THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MSG NETWORKS INC.) and MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) Dated as of September 11, 2015Employee Matters Agreement • August 23rd, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York
THIS EMPLOYEE MATTERS AGREEMENT (the “ Agreement ”), dated as of September 11, 2015, is by and between The Madison Square Garden Company (to be renamed MSG Networks Inc.), a Delaware corporation (“ MSG Networks ”), and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), a Delaware corporation and an indirect wholly-owned subsidiary of MSG Networks (“ Spinco ,” and, together with MSG Networks, each, a “ Party ” and collectively, the “ Parties ”).
EMPLOYEE MATTERS AGREEMENT by and between Dean Foods Company The WhiteWave Foods Company and WWF Operating Company dated as of October 25, 2012Employee Matters Agreement • February 27th, 2013 • Dean Foods Co • Ice cream & frozen desserts • Texas
This Employee Matters Agreement (this “Agreement”) dated as of October 25, 2012, is made and entered by and among Dean Foods Company, a Delaware Corporation (“Dean Foods”), The WhiteWave Foods Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WhiteWave”) and WWF Operating Company, a Delaware corporation and a wholly-owned subsidiary of Dean Foods (“WWF Operating Company” and together with WhiteWave, the “WhiteWave Companies”).
EMPLOYEE MATTERS AGREEMENT by and between DOVER CORPORATION and KNOWLES CORPORATION Dated as of February 28, 2014Employee Matters Agreement • March 3rd, 2014 • Knowles Corp • Household audio & video equipment • New York
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of February 28, 2014, by and between Dover Corporation, a Delaware corporation (“Dover”), and Knowles Corporation, a Delaware corporation (“Knowles” and together with Dover, the “Parties” and each a “Party”).
EMPLOYEE MATTERS AGREEMENT (As Amended and Restated as of June 18, 2004)Employee Matters Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices
THIS Amended and Restated EMPLOYEE MATTERS AGREEMENT (the “Agreement”), is dated this 18th day of June, 2004 by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale” and together with Motorola, the “Parties” and individually, a “Party”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 28th, 2019 • IAA, Inc. • Retail-auto dealers & gasoline stations
This EMPLOYEE MATTERS AGREEMENT, dated as of June 27, 2019 (this “Agreement”), is by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA, Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017Employee Matters Agreement • January 30th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and between Varian Medical Systems, Inc. a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“Varex”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN NETGEAR, INC. AND ARLO TECHNOLOGIES, INC. Dated as of August 2, 2018Employee Matters Agreement • August 7th, 2018 • Arlo Technologies, Inc. • Household audio & video equipment
This Employee Matters Agreement (this “Agreement”), dated as of August 2, 2018, with effect as of the IPO Effective Time, is entered into by and between NETGEAR, Inc., a Delaware corporation (“Parent”), and Arlo Technologies, Inc., a Delaware corporation (“Arlo,” and together with Parent, the “Parties”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN EQT CORPORATION AND EQUITRANS MIDSTREAM CORPORATION DATED AS OF NOVEMBER 12, 2018Employee Matters Agreement • November 13th, 2018 • EQT Corp • Crude petroleum & natural gas • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of November 12, 2018 (this “Agreement”), is by and between EQT Corporation, a Pennsylvania corporation (“Parent”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ARCONIC INC. AND ARCONIC ROLLED PRODUCTS CORPORATION DATED AS OF MARCH 31, 2020Employee Matters Agreement • April 6th, 2020 • Howmet Aerospace Inc. • Rolling drawing & extruding of nonferrous metals
This EMPLOYEE MATTERS AGREEMENT, dated as of March 31, 2020 (this “Agreement”), is by and between Arconic Inc., a Delaware corporation (“Parent”), and Arconic Rolled Products Corporation, a Delaware corporation (“Spinco”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VENTAS, INC. AND CARE CAPITAL PROPERTIES, INC. DATED AS OF AUGUST 17, 2015Employee Matters Agreement • August 21st, 2015 • Ventas Inc • Real estate investment trusts • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of August 17, 2015, is by and among VENTAS, INC., a Delaware corporation (“Ventas”), and CARE CAPITAL PROPERTIES, INC., a Delaware corporation (“SpinCo” and together with Ventas, each a “Party” and collectively, the “Parties”).
BETWEEN CRANE CO. ANDEmployee Matters Agreement • March 6th, 2000 • Huttig Building Products Inc • Wholesale-lumber & other construction materials • Delaware
EMPLOYEE MATTERS AGREEMENT between THE TIMKEN COMPANY and TIMKENSTEEL CORPORATION Dated as of June 30, 2014Employee Matters Agreement • July 3rd, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens)
EMPLOYEE MATTERS AGREEMENT, dated as of June 30, 2014 (this “Employee Matters Agreement”), between The Timken Company, an Ohio corporation (“Timken”), and TimkenSteel Corporation, an Ohio corporation and a preexisting, wholly owned subsidiary of Timken (“TimkenSteel”).
EMPLOYEE MATTERS AGREEMENT by and among ADEIA INC. and XPERI INC. dated as of October 1, 2022Employee Matters Agreement • October 6th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of October 1, 2022, by and among Adeia Inc., a Delaware corporation (“RemainCo”) and Xperi Inc., a Delaware corporation and a subsidiary of RemainCo (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein individually as a “Party,” and collectively as the “Parties”. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meaning given to such terms in the Separation and Distribution Agreement by and between the Parties, dated as of October 1, 2022 (the “Separation Agreement”).
FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 7th, 2009 • Spectra Energy Corp. • Natural gas transmisison & distribution
THIS FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT (this “Amendment”) is entered into as of September 28, 2007, by and between Duke Energy Corporation, a Delaware corporation (“Duke Energy”), and Spectra Energy Corp (f/k/a Gas SpinCo, Inc.), a Delaware corporation (“Spectra Energy”), each a “Party” and together, the “Parties”.
EMPLOYEE MATTERS AGREEMENT by and between BLUEBIRD BIO, INC. and 2SEVENTY BIO, INC. Dated as of November 3, 2021Employee Matters Agreement • November 4th, 2021 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is entered into by and between bluebird bio, Inc. (“bluebird”), a Delaware corporation, and 2seventy bio, Inc. (“2seventy”), a Delaware corporation and a wholly owned Subsidiary of bluebird. “Party” or “Parties” means bluebird or 2seventy, individually or collectively, as the case may be.