Employee Matters Agreement Sample Contracts

Perspecta Inc. – EMPLOYEE MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and Between DXC TECHNOLOGY COMPANY and PERSPECTA INC. (June 6th, 2018)

This EMPLOYEE MATTERS AGREEMENT (this Agreement) is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation (Delta) and Perspecta Inc., a Nevada corporation (Ultra). Delta and Ultra are also referred to in this Agreement individually as a Party and collectively as the Parties.

Everett SpinCo, Inc. – Employee Matters Agreement (June 6th, 2018)

This EMPLOYEE MATTERS AGREEMENT (this "Agreement") is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation ("Delta") and Perspecta Inc., a Nevada corporation ("Ultra"). Delta and Ultra are also referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Wyndham Hotels & Resorts, Inc. – EMPLOYEE MATTERS AGREEMENT by and Between WYNDHAM HOTELS & RESORTS, INC. And WYNDHAM DESTINATIONS, INC. Dated as of May 31, 2018 (June 4th, 2018)

This EMPLOYEE MATTERS AGREEMENT (this Agreement) is made and entered into as of May 31, 2018, by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (SpinCo), and Wyndham Destinations, Inc., a Delaware corporation (RemainCo and with SpinCo 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 May 31, 2018, by and between SpinCo and RemainCo (as amended from time to time, the Distribution Agreement).

EMPLOYEE MATTERS AGREEMENT by and Between WYNDHAM HOTELS & RESORTS, INC. And WYNDHAM DESTINATIONS, INC. Dated as of May 31, 2018 (June 4th, 2018)

This EMPLOYEE MATTERS AGREEMENT (this Agreement) is made and entered into as of May 31, 2018, by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (SpinCo), and Wyndham Destinations, Inc., a Delaware corporation (RemainCo and with SpinCo 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 May 31, 2018, by and between SpinCo and RemainCo (as amended from time to time, the Distribution Agreement).

Employee Matters Agreement (May 14th, 2018)

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).

Apergy Corp – Employee Matters Agreement (May 11th, 2018)

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 FORTIVE CORPORATION, STEVENS HOLDING COMPANY, INC. And ALTRA INDUSTRIAL MOTION CORP. Dated as of March 7, 2018 (May 9th, 2018)

This Employee Matters Agreement (this "Agreement") is dated as of March 7, 2018, by and among Fortive Corporation, a Delaware corporation ("Fox"), Stevens Holding Company, Inc., a Delaware corporation and wholly owned Subsidiary of Fox ("Newco"), and Altra Industrial Motion Corp., a Delaware corporation ("Ainge") (each a "Party" and together, the "Parties").

EMPLOYEE MATTERS AGREEMENT by and Among FORTIVE CORPORATION, STEVENS HOLDING COMPANY, INC. And ALTRA INDUSTRIAL MOTION CORP. Dated as of March 7, 2018 (May 8th, 2018)

This Employee Matters Agreement (this Agreement) is dated as of March 7, 2018, by and among Fortive Corporation, a Delaware corporation (Fox), Stevens Holding Company, Inc., a Delaware corporation and wholly owned Subsidiary of Fox (Newco), and Altra Industrial Motion Corp., a Delaware corporation (Ainge) (each a Party and together, the Parties).

Stevens Holding Company, Inc. – EMPLOYEE MATTERS AGREEMENT by and Among FORTIVE CORPORATION, STEVENS HOLDING COMPANY, INC. And ALTRA INDUSTRIAL MOTION CORP. Dated as of March 7, 2018 (May 8th, 2018)

This Employee Matters Agreement (this Agreement) is dated as of March 7, 2018, by and among Fortive Corporation, a Delaware corporation (Fox), Stevens Holding Company, Inc., a Delaware corporation and wholly owned Subsidiary of Fox (Newco), and Altra Industrial Motion Corp., a Delaware corporation (Ainge) (each a Party and together, the Parties).

Employee Matters Agreement by and Between Pentair Plc and Nvent Electric Plc Dated as of April 27, 2018 (April 30th, 2018)

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.

nVent Electric plc – Employee Matters Agreement by and Between Pentair Plc and Nvent Electric Plc Dated as of April 27, 2018 (April 30th, 2018)

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.

Employee Matters Agreement by and Between Henry Schein, Inc., Hs Spinco, and Direct Vet Marketing, Inc. Dated as of April 20, 2018 (April 23rd, 2018)

This EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of April 20, 2018 (this Agreement), is by and between Henry Schein, Inc., a Delaware corporation (Harbor), HS Spinco, Inc., a Delaware corporation and wholly owned subsidiary of Harbor (Spinco), and Direct Vet Marketing, Inc. (Voyager). Harbor, Spinco and Voyager are also referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, by and among Harbor, Spinco, HS Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Spinco (Merger Sub), Voyager, and Shareholder Representative Services LLC, of even date herewith (as such agreement may be amended from time to time, the Merger Agreement). Terms capitalized but not defined in this Agreement shall have the meaning set forth in the Merger Agreement.

Wyndham Hotels & Resorts, Inc. – EMPLOYEE MATTERS AGREEMENT by and Between WYNDHAM HOTELS & RESORTS, INC. And WYNDHAM DESTINATIONS, INC. (April 19th, 2018)

This EMPLOYEE MATTERS AGREEMENT (this Agreement) is made and entered into as of [*], 2018, by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (SpinCo), and Wyndham Destinations, Inc., a Delaware corporation (RemainCo and with SpinCo 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 [*], 2018, by and between SpinCo and RemainCo (as amended from time to time, the Distribution Agreement).

Apergy Corp – Employee Matters Agreement (April 12th, 2018)

THIS EMPLOYEE MATTERS AGREEMENT is entered into as of [], 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).

Pivotal Software, Inc. – Amended and Restated Employee Matters Agreement (April 12th, 2018)

THIS AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT (this Agreement), as executed on or about April , 2018 (the Effective Date) amends and restates the Employee Matters Agreement made and entered into as of April 1, 2013 by and among EMC Corporation (EMC), VMware, Inc. (VMware) and GoPivotal, Inc. (the Original Employee Matters Agreement). This Agreement is entered into by and among (a) Dell Inc., for itself and its Subsidiaries (Dell), (b) VMware, for itself and its Subsidiaries (VMware) and (c) Pivotal Software, Inc. (formerly known as GoPivotal, Inc.), for itself and its Subsidiaries (the Company and together with Dell and VMware, the Parties).

CorePoint Lodging Inc. – EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN LA QUINTA HOLDINGS INC. AND COREPOINT LODGING INC. DATED AS OF January 17, 2018 (April 3rd, 2018)

THIS EMPLOYEE MATTERS AGREEMENT, dated as of January 17, 2018, is entered into by and between La Quinta Holdings Inc., a Delaware corporation (LQ), and CorePoint Lodging Inc., a Maryland corporation (CPLG). LQ and CPLG are also referred to in this Agreement individually as a Party and collectively as the Parties.

Red Violet, Inc. – EMPLOYEE MATTERS AGREEMENT by and Between COGINT, INC. And RED VIOLET, INC. Dated as of February 27, 2018 (February 28th, 2018)
Tiger Media – EMPLOYEE MATTERS AGREEMENT by and Between COGINT, INC. And RED VIOLET, INC. Dated as of February 27, 2018 (February 28th, 2018)
Delphi Technologies PLC – EMPLOYEE MATTERS AGREEMENT Between DELPHI AUTOMOTIVE PLC and DELPHI TECHNOLOGIES PLC Dated as of December 4, 2017 (February 26th, 2018)

EMPLOYEE MATTERS AGREEMENT, dated as of December 4, 2017 (this Employee Matters Agreement), between Delphi Automotive PLC, a Jersey public limited company (Aptiv), and Delphi Technologies PLC, a public limited company formed under the laws of Jersey and a preexisting, wholly owned subsidiary of Aptiv (Delphi Technologies).

nVent Electric plc – Employee Matters Agreement by and Between Pentair Plc and Nvent Electric Plc Dated as of [], 2018 (January 31st, 2018)

THIS EMPLOYEE MATTERS AGREEMENT, dated as of [], 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.

La Quinta Holdings Inc. – EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN LA QUINTA HOLDINGS INC. AND COREPOINT LODGING INC. DATED AS OF January 17, 2018 (January 18th, 2018)

THIS EMPLOYEE MATTERS AGREEMENT, dated as of January 17, 2018, is entered into by and between La Quinta Holdings Inc., a Delaware corporation (LQ), and CorePoint Lodging Inc., a Maryland corporation (CPLG). LQ and CPLG are also referred to in this Agreement individually as a Party and collectively as the Parties.

GenOn Energy Holdings – Employee Matters Agreement (December 18th, 2017)

This EMPLOYEE MATTERS AGREEMENT (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this Agreement) is made and entered into as of December 14, 2017, by and between NRG Energy, Inc., a Delaware corporation (NRG), and GenOn Energy, Inc. (GenOn), a Delaware Corporation. NRG and GenOn may sometimes be referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used but not defined herein shall have the meaning given in the Plan (as defined below).

Employee Matters Agreement (December 18th, 2017)

This EMPLOYEE MATTERS AGREEMENT (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this Agreement) is made and entered into as of December 14, 2017, by and between NRG Energy, Inc., a Delaware corporation (NRG), and GenOn Energy, Inc. (GenOn), a Delaware Corporation. NRG and GenOn may sometimes be referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used but not defined herein shall have the meaning given in the Plan (as defined below).

CONSOL Mining Corp – Employee Matters Agreement by and Between Consol Energy Inc. And Consol Mining Corporation Dated as of November 28, 2017 (December 4th, 2017)

This EMPLOYEE MATTERS AGREEMENT, dated as of November 28, 2017 (this Agreement), is by and between CONSOL Energy Inc., a Delaware corporation (Parent), and CONSOL Mining Corporation, a Delaware corporation (CoalCo). 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 Consol Energy Inc. And Consol Mining Corporation Dated as of November 28, 2017 (December 4th, 2017)

This EMPLOYEE MATTERS AGREEMENT, dated as of November 28, 2017 (this Agreement), is by and between CONSOL Energy Inc., a Delaware corporation (Parent), and CONSOL Mining Corporation, a Delaware corporation (CoalCo). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Delphi Technologies PLC – Employee Matters Agreement (October 16th, 2017)

EMPLOYEE MATTERS AGREEMENT, dated as of [ ] (this Employee Matters Agreement), between Delphi Automotive PLC, a Jersey public limited company (Aptiv), and Delphi Technologies PLC, a public limited company formed under the laws of Jersey and a preexisting, wholly owned subsidiary of Aptiv (Delphi Technologies).

Bandwidth Inc. – Employee Matters Agreement (October 13th, 2017)

THIS EMPLOYEE MATTERS AGREEMENT, dated as of November 30, 2016, is entered into by and between Bandwidth.com, Inc. (Bandwidth), and Republic Wireless, Inc. (Republic Wireless). Bandwidth and Republic Wireless are also referred to in this Agreement individually as a Party and collectively as the Parties.

ANGI Homeservices Inc. – EMPLOYEE MATTERS AGREEMENT by and Between IAC/INTERACTIVECORP and ANGI HOMESERVICES INC. Dated as of September 29, 2017 (October 2nd, 2017)

This Employee Matters Agreement, dated as of September 29, 2017 (this Agreement), is entered into by and between IAC/InterActiveCorp, a Delaware corporation (IAC), and ANGI Homeservices Inc., a Delaware corporation (NewCo, and, together with IAC, the Parties and each, a Party).

EMPLOYEE MATTERS AGREEMENT by and Between IAC/INTERACTIVECORP and ANGI HOMESERVICES INC. Dated as of September 29, 2017 (October 2nd, 2017)

This Employee Matters Agreement, dated as of September 29, 2017 (this Agreement), is entered into by and between IAC/InterActiveCorp, a Delaware corporation (IAC), and ANGI Homeservices Inc., a Delaware corporation (NewCo, and, together with IAC, the Parties and each, a Party).

Tiger Media – EMPLOYEE MATTERS AGREEMENT by and Between COGINT, INC. And RED VIOLET, INC. Dated as of September 6, 2017 (September 7th, 2017)

This EMPLOYEE MATTERS AGREEMENT, dated as of September 6, 2017 (this Agreement), is entered into by and between Cogint, Inc., a Delaware corporation (Cogint) and Red Violet, Inc., a Delaware corporation (SpinCo). Each of Cogint and SpinCo is referred to herein as a Party and collectively as the Parties. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Separation Agreement (as defined below).

Employee Matters Agreement by and Between Huntsman Corporation and Venator Materials Plc Dated as of August 7, 2017 (August 11th, 2017)

This EMPLOYEE MATTERS AGREEMENT, made and entered into as of August 7, 2017 to be effective as of the Effective Date, is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (Venator). Huntsman and Venator are also referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used herein not otherwise defined shall have the respective meanings assigned to them in Section 1.1.

Venator Materials PLC – Employee Matters Agreement by and Between Huntsman Corporation and Venator Materials Plc Dated as of August 7, 2017 (August 11th, 2017)

This EMPLOYEE MATTERS AGREEMENT, made and entered into as of August 7, 2017 to be effective as of the Effective Date, is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (Venator). Huntsman and Venator are also referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used herein not otherwise defined shall have the respective meanings assigned to them in Section 1.1.

JBG SMITH Properties – Employee Matters Agreement by and Between Vornado Realty Trust, Vornado Realty L.P., Jbg Smith Properties and Jbg Smith Properties Lp (July 21st, 2017)

This EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of July 17, 2017, is by and among Vornado Realty Trust, a Maryland real estate investment trust (Vornado), Vornado Realty L.P., a Delaware limited partnership (VRLP), JBG SMITH Properties, a Maryland real estate investment trust (Newco), and JBG SMITH Properties LP, a Delaware limited partnership (Newco LP) and together with Vornado, VRLP and Newco, each a Party and collectively, the Parties).

Venator Materials PLC – Form of Employee Matters Agreement by and Between Huntsman Corporation and Venator Materials Plc Dated as of , 2017 (June 30th, 2017)

This EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of , 2017, is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (VMC). Huntsman and VMC are also referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used herein not otherwise defined shall have the respective meanings assigned to them in Section 1.1.

JBG SMITH Properties – Employee Matters Agreement by and Between Vornado Realty Trust, Vornado Realty L.P., Jbg Smith Properties and Jbg Smith Properties Lp Dated as of *, 2017 (June 21st, 2017)

This EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of *, 2017, is by and among Vornado Realty Trust, a Maryland real estate investment trust (Vornado), Vornado Realty L.P., a Delaware limited partnership (VRLP), JBG SMITH Properties, a Maryland real estate investment trust (Newco), and JBG SMITH Properties LP, a Delaware limited partnership (Newco LP) and together with Vornado, VRLP and Newco, each a Party and collectively, the Parties).