Common use of Additional Details Regarding Flexible Spending Accounts Clause in Contracts

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.1, at or prior to the Allegion Welfare Plan Implementation Date, Allegion shall, or shall cause another Allegion Entity to, establish and adopt Allegion Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to Allegion Welfare Plan Participants. To the extent any Allegion Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account (each an “Allegion FSA”), such Allegion Welfare Plan shall be effective as of the relevant Allegion Welfare Plan Implementation Date. (i) It is the intention of the Parties that all activity under an Allegion Welfare Plan Participant’s flexible spending account with IR for the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs be treated instead as activity under the corresponding Allegion FSA. Accordingly, (i) any period of participation by an Allegion Welfare Plan Participant in an IR flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs (the “FSA Participation Period”) will be deemed a period when the Allegion Welfare Plan Participant participated in the corresponding Allegion FSA; (ii) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion Welfare Plan Participant’s coverage was in effect under the corresponding Allegion FSA; and (iii) all elections and reimbursements made with respect to an FSA Participation Period under an IR flexible spending account will be deemed to have been made with respect to the corresponding Allegion FSA. (ii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, IR shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion (or an Allegion Entity designated by Allegion) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Date. (iii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, Allegion shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR (or an IR Group Entity designated by IR) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Date. (iv) Notwithstanding anything in this Section 9.3(b), at and after the relevant Allegion Welfare Plan Implementation Date, the Allegion Group shall assume, and cause the Allegion Welfare Plans to be solely responsible for, all claims by Allegion Welfare Plan Participants under the applicable IR Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.1, at or prior to the Allegion Welfare Plan Implementation Date, Allegion shall, or shall cause another Allegion Entity to, establish and adopt Allegion Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to Allegion Welfare Plan Participants. To the extent any Allegion Ultra Welfare Plan provides or constitutes a health care flexible spending account or account, dependent care flexible spending account account, or commuter transportation spending accounts (each an each, a “Allegion Ultra FSA”), such Allegion Ultra Welfare Plan shall be effective as of the relevant Allegion Welfare Plan Implementation Dateearlier of the Effective Time or the date on which such plan is established. (i) It is the intention of the Parties that all activity under an Allegion Ultra Welfare Plan Participant’s flexible spending account with IR Delta for the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs be treated instead as activity under the corresponding Allegion Ultra FSA. Accordingly, (iA) any period of participation by an Allegion Ultra Welfare Plan Participant in an IR a Delta flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs (the “FSA Participation Period”) will be deemed a period when the Allegion Ultra Welfare Plan Participant participated in the corresponding Allegion Ultra FSA; , (iiB) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion Ultra Welfare Plan Participant’s coverage was in effect under the corresponding Allegion Ultra FSA; , and (iiiC) all elections and reimbursements made with respect to an FSA Participation Period under an IR a Delta flexible spending account will be deemed to have been made with respect to the corresponding Allegion Ultra FSA. (ii) If the aggregate reimbursement payouts made to Allegion Ultra Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date date on which such participants were transferred to Ultra from the applicable IR Delta Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion Ultra Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date date on which such participants were transferred to Ultra for such plan year, IR Delta shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion Ultra (or an Allegion Ultra Entity designated by AllegionUltra) by wire transfer of immediately available funds as soon as practicable, but in no event later than forty-five (45) days, following the Effective Time. (iii) If the aggregate reimbursement payouts made to Ultra Welfare Plan Participants prior to the date on which such participants were transferred to Ultra from the applicable Delta Welfare Plan flexible spending accounts during the plan year in which the Effective Time occurs exceed the aggregate accumulated contributions to such accounts made by the Ultra Welfare Plan Participants prior to the date on which such participants were transferred to Ultra for such plan year, Ultra shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to Delta (or a Delta Group Entity designated by Delta) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Date. (iii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, Allegion shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR (or an IR Group Entity designated by IR) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (iv) Notwithstanding anything in this Section 9.3(b7.3(a), at and after the relevant Allegion Welfare Plan Implementation Dateearlier of the Effective Time or the date on which such plans are established, the Allegion Ultra Group shall assume, and cause the Allegion Ultra Welfare Plans to be solely responsible for, all claims by Allegion Ultra Welfare Plan Participants under the applicable IR Delta Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.

Additional Details Regarding Flexible Spending Accounts. (i) Pursuant to Section 9.16.1, at effective as of the Effective Time, CPLG or prior to the Allegion another CPLG Entity shall cause CPLG Welfare Plan Implementation Date, Allegion shall, or shall cause another Allegion Entity to, establish and adopt Allegion Welfare Plans which will provide Participants to become eligible for health care flexible spending account or benefits and dependent care flexible spending account benefits to Allegion Welfare Plan Participants. To the extent any Allegion Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account (each an a “Allegion CPLG FSA”), such Allegion Welfare Plan shall be effective as of the relevant Allegion Welfare Plan Implementation Date. (iii) It is the intention of the Parties that all activity under an Allegion a CPLG Welfare Plan Participant’s flexible spending account with IR LQ for the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs be treated instead as activity under the corresponding Allegion CPLG FSA. Accordingly, (i) any period of participation by an Allegion a CPLG Welfare Plan Participant in an IR LQ Welfare Plan flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs (the “FSA Participation Period”) will be deemed a period when the Allegion CPLG Welfare Plan Participant participated in the corresponding Allegion CPLG FSA; (ii) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion CPLG Welfare Plan Participant’s coverage was in effect under the corresponding Allegion FSA; CPLG FSA and (iii) all elections and reimbursements made with respect to an FSA Participation Period under an IR LQ Welfare Plan flexible spending account will be deemed to have been made with respect to the corresponding Allegion CPLG FSA. (iiiii) If the aggregate reimbursement payouts made to Allegion CPLG Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time from the applicable IR LQ Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion CPLG Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time for such plan year, IR LQ shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion CPLG (or an Allegion a CPLG Entity designated by AllegionCPLG) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (iiiiv) If the aggregate reimbursement payouts made to Allegion CPLG Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time from the applicable IR LQ Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion CPLG Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time for such plan year, Allegion CPLG shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR LQ (or an IR Group LQ Entity designated by IRLQ) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (ivv) Notwithstanding anything in this Section 9.3(b6.3(a), at and after the relevant Allegion Welfare Plan Implementation DateEffective Time, the Allegion CPLG Group shall assume, and cause the Allegion CPLG Welfare Plans to be solely responsible for, all claims by Allegion CPLG Welfare Plan Participants under the applicable IR LQ Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.1, at or prior to the Allegion Welfare Plan Implementation Date, Allegion shall, or shall cause another Allegion Entity to, establish and adopt Allegion Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to Allegion Welfare Plan Participants. To the extent any Allegion New SAIC Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account (each an a “Allegion New SAIC FSA”), such Allegion New SAIC Welfare Plan shall be effective as of the relevant Allegion Welfare a New SAIC Plan Implementation Effective Date. (i) It is the intention of the Parties that all activity under an Allegion a New SAIC Welfare Plan Participant’s flexible spending account with IR Leidos for the plan year in which the relevant Allegion Welfare New SAIC Plan Implementation Effective Date occurs be treated instead as activity under the corresponding Allegion New SAIC FSA. Accordingly, (i) any period of participation by an Allegion a New SAIC Welfare Plan Participant in an IR a Leidos flexible spending account during the plan year in which the relevant Allegion Welfare New SAIC Plan Implementation Effective Date occurs (the “FSA Participation Period”) will be deemed a period when the Allegion New SAIC Welfare Plan Participant participated in the corresponding Allegion New SAIC FSA; (ii) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion New SAIC Welfare Plan Participant’s coverage was in effect under the corresponding Allegion New SAIC FSA; and (iii) all elections and reimbursements made with respect to an FSA Participation Period under an IR a Leidos flexible spending account will be deemed to have been made with respect to the corresponding Allegion New SAIC FSA. (ii) If the aggregate reimbursement payouts made to Allegion New SAIC Welfare Plan Participants prior to the relevant Allegion Welfare New SAIC Plan Implementation Effective Date from the applicable IR Leidos Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare New SAIC Plan Implementation Effective Date occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion New SAIC Welfare Plan Participants prior to the relevant Allegion Welfare New SAIC Plan Implementation Effective Date for such plan year, IR Leidos shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion New SAIC (or an Allegion a New SAIC Entity designated by AllegionNew SAIC) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare New SAIC Plan Implementation Effective Date. (iii) If the aggregate reimbursement payouts made to Allegion New SAIC Welfare Plan Participants prior to the relevant Allegion Welfare New SAIC Plan Implementation Effective Date from the applicable IR Leidos Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare New SAIC Plan Implementation Effective Date occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion New SAIC Welfare Plan Participants prior to the relevant Allegion Welfare New SAIC Plan Implementation Effective Date for such plan year, Allegion New SAIC shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR Leidos (or an IR a Leidos Group Entity designated by IRLeidos) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare New SAIC Plan Implementation Effective Date. (iv) Notwithstanding anything in this Section 9.3(b7.3(a), at and after the relevant Allegion Welfare New SAIC Plan Implementation Effective Date, the Allegion New SAIC Group shall assume, and cause the Allegion New SAIC Welfare Plans to be solely responsible for, all claims by Allegion New SAIC Welfare Plan Participants under the applicable IR Leidos Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the New SAIC Plan Effective TimeDate, that have not been paid in full as of the New SAIC Plan Effective TimeDate.

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.1, at or prior to the Allegion Welfare Plan Implementation Date, Allegion shall, or shall cause another Allegion Entity to, establish and adopt Allegion Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to Allegion Welfare Plan Participants. To the extent any Allegion Computer Sciences GS Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account (each an a “Allegion Computer Sciences GS FSA”), such Allegion Computer Sciences GS Welfare Plan shall be effective as of the relevant Allegion Welfare Plan Implementation DateEffective Time. (i) It is the intention of the Parties that all activity under an Allegion a Computer Sciences GS Welfare Plan Participant’s flexible spending account with IR CSC for the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs be treated instead as activity under the corresponding Allegion Computer Sciences GS FSA. Accordingly, (i) any period of participation by an Allegion a Computer Sciences GS Welfare Plan Participant in an IR a CSC flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs (the “FSA Participation Period”) will be deemed a period when the Allegion Computer Sciences GS Welfare Plan Participant participated in the corresponding Allegion Computer Sciences GS FSA; (ii) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion Computer Sciences GS Welfare Plan Participant’s coverage was in effect under the corresponding Allegion Computer Sciences GS FSA; and (iii) all elections and reimbursements made with respect to an FSA Participation Period under an IR a CSC flexible spending account will be deemed to have been made with respect to the corresponding Allegion Computer Sciences GS FSA. (ii) If the aggregate reimbursement payouts made to Allegion Computer Sciences GS Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time from the applicable IR CSC Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion Computer Sciences GS Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time for such plan year, IR CSC shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion Computer Sciences GS (or an Allegion a Computer Sciences GS Entity designated by AllegionComputer Sciences GS) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (iii) If the aggregate reimbursement payouts made to Allegion Computer Sciences GS Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time from the applicable IR CSC Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Computer Sciences GS Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time for such plan year, Allegion Computer Sciences GS shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR CSC (or an IR a CSC Group Entity designated by IRCSC) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (iv) Notwithstanding anything in this Section 9.3(b7.3(a), at and after the relevant Allegion Welfare Plan Implementation DateEffective Time, the Allegion Computer Sciences GS Group shall assume, and cause the Allegion Computer Sciences GS Welfare Plans to be solely responsible for, all claims by Allegion Computer Sciences GS Welfare Plan Participants under the applicable IR CSC Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.1Effective as of the Distribution Date, at or prior to a Participating SSE Employer will establish under the Allegion SSE Welfare Plan Implementation Date, Allegion shall, or shall cause another Allegion Entity to, establish and adopt Allegion Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to Allegion Welfare Plan Participants. To the extent any Allegion Welfare Plan provides or constitutes a health care flexible spending account or and/or dependent care flexible spending account (each an a “Allegion SSE FSA”), such Allegion ) for each SSE Welfare Plan shall be effective as of Participant that has a health care flexible spending account and/or dependent care flexible spending account under the relevant Allegion CHK Welfare Plan Implementation (each a “CHK FSA”) immediately prior to the Distribution Date. (i) It is the intention of the Parties that all . All activity under an Allegion a SSE Welfare Plan Participant’s flexible spending account with IR CHK FSA (that is, both contributions to and expenses paid from each account) for the plan year in which 2014 through the relevant Allegion Welfare Plan Implementation Distribution Date occurs shall be treated instead as activity under the corresponding Allegion SSE FSA, such that the SSE Welfare Plan Participant’s account balance in his SSE FSA on the Distribution Date will be equal to such participant’s CHK FSA balance immediately prior to the Distribution Date. AccordinglyA SSE Welfare Plan Participant’s CHK FSA salary reduction election will apply with respect to his SSE FSA for the portion of plan year 2014 beginning on the Distribution Date and ending on December 31, 2014 (the “Participation Period”). A SSE Welfare Plan Participant will continue to have access to his CHK FSA in accordance with its terms and conditions. Thus, the Parties agree that (i) any period of participation all qualifying expenses incurred by an Allegion a SSE Welfare Plan Participant in an IR flexible spending account during a Participation Period will be reimbursed under the plan year in which the relevant Allegion SSE Welfare Plan Implementation Date occurs (the “Participant’s SSE FSA Participation Period”) will be deemed a period when the Allegion Welfare Plan Participant participated in the corresponding Allegion FSA; and (ii) all qualifying expenses incurred during by the FSA SSE Welfare Plan Participant for plan year 2014 prior to the Participation Period will be deemed incurred while reimbursed under the Allegion SSE Welfare Plan Participant’s coverage was CHK FSA (in effect under both cases in accordance with the corresponding Allegion FSA; applicable account’s terms and (iii) all elections conditions and reimbursements made with respect to an FSA Participation Period under an IR flexible spending account will be deemed to have been made the extent credits are available). Following the Distribution Date, with respect to the corresponding Allegion FSA. portion of plan year 2014 prior to the Participation Period, the Parties will determine and agree on the aggregate amount of SSE Welfare Plan Participants’ contributions to the CHK FSA (ii“Aggregate FSA Contribution Amount”) and the aggregate amount of SSE Welfare Plan Participants’ expenses incurred and reimbursed from the CHK FSA (“Aggregate FSA Expense Amount”). If the aggregate reimbursement payouts Aggregate FSA Expense Amount exceeds the Aggregate FSA Contribution Amount, SSE shall reimburse CHK for the total amount of the excess no later than 60 days after the Distribution Date; if the Aggregate FSA Contribution Amount exceeds the Aggregate FSA Expense Amount, CHK shall reimburse SSE for the total amount of the excess no later than 60 days after the Distribution Date. (For the avoidance of doubt, if the Aggregate FSA Contribution Amount exceeds the Aggregate FSA Expense Amount by $25,000, SSE will reimburse CHK $25,000 no later than 60 days after the Distribution Date.) After March 31, 2015, the Parties will determine and agree on the total amount of the reimbursements made to Allegion SSE Welfare Plan Participants from their CHK FSAs for qualifying expenses incurred prior to the relevant Allegion Welfare Plan Implementation Distribution Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date and SSE will reimburse CHK for such plan year, IR shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion (or an Allegion Entity designated by Allegion) by wire transfer of immediately available funds as soon as practicablereasonably practicable following March 31, 2015, but in no event later than 45 daysApril 30, following the relevant Allegion Welfare Plan Implementation Date2015. (iii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, Allegion shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR (or an IR Group Entity designated by IR) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Date. (iv) Notwithstanding anything in this Section 9.3(b), at and after the relevant Allegion Welfare Plan Implementation Date, the Allegion Group shall assume, and cause the Allegion Welfare Plans to be solely responsible for, all claims by Allegion Welfare Plan Participants under the applicable IR Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.1, at or prior to the Allegion Welfare Plan Implementation Date, Allegion shall, or shall cause another Allegion Entity to, establish and adopt Allegion Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to Allegion Welfare Plan Participants. To the extent any Allegion Computer Sciences GS Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account (each an a “Allegion Computer Sciences GS FSA”), such Allegion Computer Sciences GS Welfare Plan shall be effective as of the relevant Allegion Welfare Plan Implementation Dateearlier of the Effective Time or the date on which such plan is established. (i) It is the intention of the Parties that all activity under an Allegion a Computer Sciences GS Welfare Plan Participant’s flexible spending account with IR CSC for the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs be treated instead as activity under the corresponding Allegion Computer Sciences GS FSA. Accordingly, (i) any period of participation by an Allegion a Computer Sciences GS Welfare Plan Participant in an IR a CSC flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs (the “FSA Participation Period”) will be deemed a period when the Allegion Computer Sciences GS Welfare Plan Participant participated in the corresponding Allegion Computer Sciences GS FSA; (ii) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion Computer Sciences GS Welfare Plan Participant’s coverage was in effect under the corresponding Allegion Computer Sciences GS FSA; and (iii) all elections and reimbursements made with respect to an FSA Participation Period under an IR a CSC flexible spending account will be deemed to have been made with respect to the corresponding Allegion Computer Sciences GS FSA. (ii) If the aggregate reimbursement payouts made to Allegion Computer Sciences GS Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date date on which such participants were transferred to Computer Sciences GS from the applicable IR CSC Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion Computer Sciences GS Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date date on which such participants were transferred to Computer Sciences GS for such plan year, IR CSC shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion Computer Sciences GS (or an Allegion a Computer Sciences GS Entity designated by AllegionComputer Sciences GS) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (iii) If the aggregate reimbursement payouts made to Allegion Computer Sciences GS Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date date on which such participants were transferred to Computer Sciences GS from the applicable IR CSC Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Computer Sciences GS Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date date on which such participants were transferred to Computer Sciences GS for such plan year, Allegion Computer Sciences GS shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR CSC (or an IR a CSC Group Entity designated by IRCSC) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (iv) Notwithstanding anything in this Section 9.3(b7.3(a), at and after the relevant Allegion Welfare Plan Implementation Dateearlier of the Effective Time or the date on which such plans are established, the Allegion Computer Sciences GS Group shall assume, and cause the Allegion Computer Sciences GS Welfare Plans to be solely responsible for, all claims by Allegion Computer Sciences GS Welfare Plan Participants under the applicable IR CSC Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.1, at on or prior to the Allegion Welfare Plan Implementation Transfer Date, Allegion VMC shall, or shall cause another Allegion VMC Entity to, establish and adopt Allegion VMC Welfare Plans which will provide health care flexible spending account or and dependent care flexible spending account benefits to Allegion VMC Welfare Plan Participants. To the extent any Allegion Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account Participants (each an a “Allegion VMC FSA”), such Allegion Welfare Plan shall be effective as of the relevant Allegion Welfare Plan Implementation Date. (i) It is the intention of the Parties that all activity under an Allegion a VMC Welfare Plan Participant’s flexible spending account with IR Huntsman for the plan year in which the relevant Allegion Welfare Plan Implementation IPO occurs (or in the case of an Employee Transfer Date occurs subsequent to the IPO, for the plan year in which the applicable Employee Transfer Date occurs) be treated instead as activity under the corresponding Allegion VMC FSA. Accordingly, (ix) any period of participation by an Allegion a VMC Welfare Plan Participant in an IR a Huntsman flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation IPO occurs (or in the case of an Employee Transfer Date occurs subsequent to the IPO, for the plan year in which the applicable Employee Transfer Date occurs) (the “FSA Participation Period”) will be deemed a period when the Allegion VMC Welfare Plan Participant participated in the corresponding Allegion VMC FSA; (iiy) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion VMC Welfare Plan Participant’s coverage was in effect under the corresponding Allegion VMC FSA; and (iiiz) all elections and reimbursements made with respect to an FSA Participation Period under an IR a Huntsman flexible spending account will be deemed to have been made with respect to the corresponding Allegion Huntsman FSA. (ii) If the aggregate reimbursement payouts made to Allegion VMC Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Transfer Date (or such later Employee Transfer Date) from the applicable IR Huntsman Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date IPO occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion VMC Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Transfer Date for such plan year, IR Huntsman shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion VMC (or an Allegion a VMC Entity designated by AllegionVMC) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Transfer Date (or later Employee Transfer Date). (iii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior Notwithstanding anything to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, Allegion shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR (or an IR Group Entity designated by IR) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Date. (iv) Notwithstanding anything contrary in this Section 9.3(b9.4(b), at on and after the relevant Allegion Welfare Plan Implementation Transfer Date (or later Employee Transfer Date), the Allegion VMC Group shall assume, and cause the Allegion Welfare Plans appropriate VMC FSA to be solely responsible for, all claims by Allegion VMC Welfare Plan Participants under the applicable IR Huntsman Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution IPO occurs (or such later Employee Transfer Date occurs), whether incurred prior to, on, or after the Effective TimePlan Transfer Date, that have not been paid in full as of the Effective TimePlan Transfer Date (or later Employee Transfer Date).

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.1, at or prior to the Allegion Welfare Plan Implementation Date, Allegion shall, or shall cause another Allegion Entity to, establish and adopt Allegion Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to Allegion Welfare Plan Participants. To the extent any Allegion NewCo Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account (each an a “Allegion NewCo FSA”), such Allegion NewCo Welfare Plan shall be deemed effective as of January 1, 2014 rather than the relevant Allegion Welfare Plan Implementation Date. (i) Effective Time. It is the intention of the Parties that all activity under an Allegion a NewCo Welfare Plan Participant’s flexible spending account with IR SLM BankCo for the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs 2014 be treated instead as activity under the corresponding Allegion NewCo FSA. Accordingly, (i) any period of participation by an Allegion a NewCo Welfare Plan Participant in an IR a SLM BankCo flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs 2014 (the “FSA Participation Period”) will be deemed a period when the Allegion NewCo Welfare Plan Participant participated in the corresponding Allegion NewCo FSA; (ii) all expenses incurred during the FSA a Participation Period will be deemed incurred while the Allegion Welfare Plan Participantparticipant’s coverage was in effect under the corresponding Allegion NewCo FSA; and (iii) all elections and reimbursements made with respect to an FSA a Participation Period under an IR a SLM BankCo flexible spending account will be deemed to have been made with respect to the corresponding Allegion NewCo FSA. (ii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, IR shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion (or an Allegion Entity designated by Allegion) by wire transfer of immediately available funds as . As soon as practicable, but in no event later than 45 days, practicable following the relevant Allegion Welfare Plan Implementation Date. (iii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, Allegion shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR (or an IR Group Entity designated by IR) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Date. (iv) Notwithstanding anything in this Section 9.3(b), at and after the relevant Allegion Welfare Plan Implementation Date, the Allegion Group shall assume, and cause the Allegion Welfare Plans to be solely responsible for, all claims by Allegion Welfare Plan Participants under the applicable IR Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full BankCo will transfer to NewCo the amount of employee contributions to healthcare flexible spending accounts and dependent care flexible spending accounts collected on behalf of NewCo Welfare Plan Participants as of the Effective Time, less the amount of flexible spending account benefits paid on behalf of NewCo Welfare Plan Participants as of the Effective Time (and if the amount of flexible spending account benefits paid on behalf of NewCo Welfare Plan Participants as of the Effective Time exceeds the amount of contributions collected from NewCo Welfare Plan Participants, NewCo shall make a payment to BankCo in amount equal to such deficit).

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.1, at or prior to the Allegion Welfare Plan Implementation Date, Allegion shall, or shall cause another Allegion Entity to, establish and adopt Allegion Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to Allegion Welfare Plan Participants. To the extent any Allegion Ultra Welfare Plan provides or constitutes a health care flexible spending account or account, dependent care flexible spending account account, or commuter transportation spending accounts (each an each, a “Allegion Ultra FSA”), such Allegion Ultra Welfare Plan shall be effective as of the relevant Allegion Welfare Plan Implementation Date.earlier of the Effective Time or the date on which such plan is established. US-DOCS\101492795.4 (i) It is the intention of the Parties that all activity under an Allegion Ultra Welfare Plan Participant’s flexible spending account with IR Delta for the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs be treated instead as activity under the corresponding Allegion Ultra FSA. Accordingly, (iA) any period of participation by an Allegion Ultra Welfare Plan Participant in an IR a Delta flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs (the “FSA Participation Period”) will be deemed a period when the Allegion Ultra Welfare Plan Participant participated in the corresponding Allegion Ultra FSA; , (iiB) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion Ultra Welfare Plan Participant’s coverage was in effect under the corresponding Allegion Ultra FSA; , and (iiiC) all elections and reimbursements made with respect to an FSA Participation Period under an IR a Delta flexible spending account will be deemed to have been made with respect to the corresponding Allegion Ultra FSA. (ii) If the aggregate reimbursement payouts made to Allegion Ultra Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date date on which such participants were transferred to Ultra from the applicable IR Delta Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date Effective Time occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion Ultra Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date date on which such participants were transferred to Ultra for such plan year, IR Delta shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion Ultra (or an Allegion Ultra Entity designated by AllegionUltra) by wire transfer of immediately available funds as soon as practicable, but in no event later than forty-five (45) days, following the Effective Time. (iii) If the aggregate reimbursement payouts made to Ultra Welfare Plan Participants prior to the date on which such participants were transferred to Ultra from the applicable Delta Welfare Plan flexible spending accounts during the plan year in which the Effective Time occurs exceed the aggregate accumulated contributions to such accounts made by the Ultra Welfare Plan Participants prior to the date on which such participants were transferred to Ultra for such plan year, Ultra shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to Delta (or a Delta Group Entity designated by Delta) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Date. (iii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, Allegion shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR (or an IR Group Entity designated by IR) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (iv) Notwithstanding anything in this Section 9.3(b7.3(a), at and after the relevant Allegion Welfare Plan Implementation Dateearlier of the Effective Time or the date on which such plans are established, the Allegion Ultra Group shall assume, and cause the Allegion Ultra Welfare Plans to be solely responsible for, all claims by Allegion Ultra Welfare Plan Participants under the applicable IR Delta Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.19.2, at or prior to the Allegion Welfare Plan Implementation DateEffective Time, Allegion CRC shall, or shall cause another Allegion CRC Entity to, establish and adopt Allegion CRC Welfare Plans which will provide health care flexible spending account or and dependent care flexible spending account benefits to Allegion CRC Welfare Plan Participants. To the extent any Allegion Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account Participants (each an a “Allegion CRC FSA”), such Allegion Welfare Plan shall be effective as of the relevant Allegion Welfare Plan Implementation Date. (i) It is the intention of the Parties that all activity under an Allegion a CRC Welfare Plan Participant’s flexible spending account with IR OPC for the plan year in which the relevant Allegion Welfare Plan Implementation Distribution Date occurs be treated instead as activity under the corresponding Allegion CRC FSA. Accordingly, (ix) any period of participation by an Allegion a CRC Welfare Plan Participant in an IR OPC flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation Distribution Date occurs (the “FSA Participation Period”) will be deemed a period when the Allegion CRC Welfare Plan Participant participated in the corresponding Allegion CRC FSA; (iiy) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion CRC Welfare Plan Participant’s coverage was in effect under the corresponding Allegion CRC FSA; and (iiiz) all elections and reimbursements made with respect to an FSA Participation Period under an IR OPC flexible spending account will be deemed to have been made with respect to the corresponding Allegion OPC FSA. (ii) If the aggregate reimbursement payouts made to Allegion CRC Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time from the applicable IR OPC Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Distribution Date occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion CRC Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time for such plan year, IR OPC shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion CRC (or an Allegion a CRC Entity designated by AllegionCRC) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (iii) If the aggregate reimbursement payouts made to Allegion CRC Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time from the applicable IR OPC Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Distribution Date occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion CRC Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time for such plan year, Allegion CRC shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR OPC (or an IR Group OPC Entity designated by IROPC) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (iv) Notwithstanding anything to the contrary in this Section 9.3(b9.5(b), at and after the relevant Allegion Welfare Plan Implementation DateEffective Time, the Allegion CRC Group shall assume, and cause the Allegion Welfare Plans appropriate CRC FSA to be solely responsible for, all claims by Allegion CRC Welfare Plan Participants under the applicable IR OPC Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution Date occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.17.1, at or prior to as soon as practicable after the Allegion Welfare Plan Implementation DateEffective Time, Allegion shall, or EP Energy shall cause another Allegion Entity to, establish and adopt Allegion EP Energy Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to Allegion EP Energy Welfare Plan ParticipantsParticipants as of the first day of the month after the month in which the Distribution occurs. To the extent any Allegion EP Energy Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account (each an “Allegion EP Energy FSA”), such Allegion EP Energy Welfare Plan shall be effective as of the relevant Allegion Welfare Plan Implementation Date. (i) first day of the month after the month in which the Distribution occurs. It is the intention of the Parties that all activity under an Allegion EP Energy Welfare Plan Participant’s flexible spending account with IR El Paso for the plan year in which the relevant Allegion Welfare Plan Implementation Distribution Date occurs be treated instead as activity under the corresponding Allegion EP Energy FSA. Accordingly, (i) any period of participation by an Allegion EP Energy Welfare Plan Participant in an IR El Paso flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation Date Distribution occurs (the “FSA Participation Period”) will be deemed a period when the Allegion EP Energy Welfare Plan Participant participated in the corresponding Allegion EP Energy FSA; (ii) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion EP Energy Welfare Plan Participant’s coverage was in effect under the corresponding Allegion EP Energy FSA; and (iii) all elections and reimbursements made with respect to an FSA Participation Period under an IR El Paso flexible spending account will be deemed to have been made with respect to the corresponding Allegion EP Energy FSA. (ii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, IR shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion (or an Allegion Entity designated by Allegion) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Date. (iii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, Allegion shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR (or an IR Group Entity designated by IR) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Date. (iv) . Notwithstanding anything in this Section 9.3(b7.3(b), at on and after the relevant Allegion Welfare Plan Implementation Datefirst day of the month after the month in which the Distribution occurs, the Allegion EP Energy Group shall assume, and cause the Allegion EP Energy Welfare Plans to be solely responsible for, all claims by Allegion EP Energy Welfare Plan Participants under the applicable IR El Paso Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Timefirst day of the month after the month in which the Distribution occurs, that have not been paid in full as of the Effective Timefirst day of the month after the month in which the Distribution occurs.

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.1, at on or prior to the Allegion Welfare Plan Implementation Transfer Date, Allegion Venator shall, or shall cause another Allegion Venator Entity to, establish and adopt Allegion Venator Welfare Plans which will provide health care flexible spending account or and dependent care flexible spending account benefits to Allegion Venator Welfare Plan Participants. To the extent any Allegion Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account Participants (each an a “Allegion Venator FSA”), such Allegion Welfare Plan shall be effective as of the relevant Allegion Welfare Plan Implementation Date. (i) It is the intention of the Parties that all activity under an Allegion a Venator Welfare Plan Participant’s flexible spending account with IR Huntsman for the plan year in which the relevant Allegion Welfare Plan Implementation IPO occurs (or in the case of an Employee Transfer Date occurs subsequent to the IPO, for the plan year in which the applicable Employee Transfer Date occurs) be treated instead as activity under the corresponding Allegion Venator FSA. Accordingly, (ix) any period of participation by an Allegion a Venator Welfare Plan Participant in an IR a Huntsman flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation IPO occurs (or in the case of an Employee Transfer Date occurs subsequent to the IPO, for the plan year in which the applicable Employee Transfer Date occurs) (the “FSA Participation Period”) will be deemed a period when the Allegion Venator Welfare Plan Participant participated in the corresponding Allegion Venator FSA; (iiy) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion Venator Welfare Plan Participant’s coverage was in effect under the corresponding Allegion Venator FSA; and (iiiz) all elections and reimbursements made with respect to an FSA Participation Period under an IR a Huntsman flexible spending account will be deemed to have been made with respect to the corresponding Allegion Huntsman FSA. (ii) If the aggregate reimbursement payouts made to Allegion Venator Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Transfer Date (or such later Employee Transfer Date) from the applicable IR Huntsman Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date IPO occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion Venator Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Transfer Date for such plan year, IR Huntsman shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion Venator (or an Allegion a Venator Entity designated by AllegionVenator) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Transfer Date (or later Employee Transfer Date). (iii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior Notwithstanding anything to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, Allegion shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR (or an IR Group Entity designated by IR) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Date. (iv) Notwithstanding anything contrary in this Section 9.3(b9.4(b), at on and after the relevant Allegion Welfare Plan Implementation Transfer Date (or later Employee Transfer Date), the Allegion Venator Group shall assume, and cause the Allegion Welfare Plans appropriate Venator FSA to be solely responsible for, all claims by Allegion Venator Welfare Plan Participants under the applicable IR Huntsman Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution IPO occurs (or such later Employee Transfer Date occurs), whether incurred prior to, on, or after the Effective TimePlan Transfer Date, that have not been paid in full as of the Effective TimePlan Transfer Date (or later Employee Transfer Date).

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.1, at or prior to Effective as of the Allegion Welfare Plan Implementation Distribution Date, Allegion shall, or shall cause another Allegion Entity to, a Participating Nuvectra Employer will establish and adopt Allegion under the Nuvectra Welfare Plans which will provide health care flexible spending account or dependent care flexible spending account benefits to Allegion Welfare Plan Participants. To the extent any Allegion Welfare Plan provides or constitutes a health care flexible spending account or and/or dependent care flexible spending account (each an a “Allegion Nuvectra FSA”), such Allegion ) for each Nuvectra Welfare Plan shall be effective as of Participant that has a health care flexible spending account and/or dependent care flexible spending account under the relevant Allegion Greatbatch Welfare Plan Implementation Plans (each a “Greatbatch FSA”) immediately prior to the Distribution Date. (i) It is the intention of the Parties that all . All activity under an Allegion a Nuvectra Welfare Plan Participant’s flexible spending account with IR Greatbatch FSA (that is, both contributions to and expenses paid from each account) for the plan year in which 2016 through the relevant Allegion Welfare Plan Implementation Distribution Date occurs shall be treated instead as activity under the corresponding Allegion Nuvectra FSA, such that the Nuvectra Welfare Plan Participant’s account balance in his Nuvectra FSA on the Distribution Date will be equal to such participant’s Greatbatch FSA balance immediately prior to the Distribution Date. AccordinglyA Nuvectra Welfare Plan Participant’s Greatbatch FSA salary reduction election will apply with respect to his Nuvectra FSA for the portion of plan year 2016 beginning on the Distribution Date and ending on December 31, 2016 (the “Participation Period”). A Nuvectra Welfare Plan Participant will continue to have access to his Greatbatch FSA in accordance with its terms and conditions. Thus, the Parties agree that (i) any period of participation all qualifying expenses incurred by an Allegion a Nuvectra Welfare Plan Participant in an IR flexible spending account during a Participation Period will be reimbursed under the plan year in which the relevant Allegion Nuvectra Welfare Plan Implementation Date occurs (the “Participant’s Nuvectra FSA Participation Period”) will be deemed a period when the Allegion Welfare Plan Participant participated in the corresponding Allegion FSA; and (ii) all qualifying expenses incurred during by the FSA Nuvectra Welfare Plan Participant for plan year 2016 prior to the Participation Period will be deemed incurred while reimbursed under the Allegion Nuvectra Welfare Plan Participant’s coverage was Greatbatch FSA (in effect under both cases in accordance with the corresponding Allegion FSA; applicable account’s terms and (iii) all elections conditions and reimbursements made with respect to an FSA Participation Period under an IR flexible spending account will be deemed to have been made the extent credits are available). Following the Distribution Date, with respect to the corresponding Allegion FSA. portion of plan year 2016 prior to the Participation Period, the Parties will determine and agree on the aggregate amount of Nuvectra Welfare Plan Participants’ contributions to the Greatbatch FSA (ii“Aggregate FSA Contribution Amount”) and the aggregate amount of Nuvectra Welfare Plan Participants’ expenses incurred and reimbursed from the Greatbatch FSA (“Aggregate FSA Expense Amount”). If the aggregate reimbursement payouts Aggregate FSA Expense Amount exceeds the Aggregate FSA Contribution Amount, Nuvectra shall reimburse Greatbatch for the total amount of the excess no later than 30 days after the Distribution Date; if the Aggregate FSA Contribution Amount exceeds the Aggregate FSA Expense Amount, Greatbatch shall reimburse Nuvectra for the total amount of the excess no later than 30 days after the Distribution Date. Within 30 days after the Distribution Date, the Parties will determine and agree on the total amount of the reimbursements made to Allegion Nuvectra Welfare Plan Participants from their Greatbatch FSAs for qualifying expenses incurred prior to the relevant Allegion Welfare Plan Implementation Distribution Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date and Nuvectra will reimburse Greatbatch for such plan year, IR shall cause an amount equal to the amount by which within 30 days after such contributions are in excess of such reimbursement payouts to be transferred to Allegion (or an Allegion Entity designated by Allegion) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Datedetermination has been made. (iii) If the aggregate reimbursement payouts made to Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date from the applicable IR Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date for such plan year, Allegion shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR (or an IR Group Entity designated by IR) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation Date. (iv) Notwithstanding anything in this Section 9.3(b), at and after the relevant Allegion Welfare Plan Implementation Date, the Allegion Group shall assume, and cause the Allegion Welfare Plans to be solely responsible for, all claims by Allegion Welfare Plan Participants under the applicable IR Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.

Additional Details Regarding Flexible Spending Accounts. Pursuant to Section 9.18.1, at or prior to the Allegion Welfare Plan Implementation DateEffective Time, Allegion Civeo shall, or shall cause another Allegion Civeo Entity to, establish and adopt Allegion Civeo Welfare Plans which will provide health care flexible spending account or and dependent care flexible spending account benefits to Allegion Civeo Welfare Plan Participants. To the extent any Allegion Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account Participants (each an a “Allegion Civeo FSA”), such Allegion Welfare Plan shall be effective as of the relevant Allegion Welfare Plan Implementation Date. (i) It is the intention of the Parties that all activity under an Allegion a Civeo Welfare Plan Participant’s flexible spending account with IR OS for the plan year in which the relevant Allegion Welfare Plan Implementation Distribution Date occurs be treated instead as activity under the corresponding Allegion Civeo FSA. Accordingly, (ix) any period of participation by an Allegion a Civeo Welfare Plan Participant in an IR OS flexible spending account during the plan year in which the relevant Allegion Welfare Plan Implementation Distribution Date occurs (the “FSA Participation Period”) will be deemed a period when the Allegion Civeo Welfare Plan Participant participated in the corresponding Allegion Civeo FSA; (iiy) all expenses incurred during the FSA Participation Period will be deemed incurred while the Allegion Civeo Welfare Plan Participant’s coverage was in effect under the corresponding Allegion Civeo FSA; and (iiiz) all elections and reimbursements made with respect to an FSA Participation Period under an IR a OS flexible spending account will be deemed to have been made with respect to the corresponding Allegion OS FSA. (ii) If the aggregate reimbursement payouts made to Allegion Civeo Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time from the applicable IR OS Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date Distribution occurs are less than the aggregate accumulated contributions to such accounts made by such Allegion Civeo Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time for such plan year, IR OS shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Allegion Civeo (or an Allegion a Civeo Entity designated by AllegionCiveo) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (iii) If the aggregate reimbursement payouts made to Allegion Civeo Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time from the applicable IR OS Welfare Plan flexible spending accounts during the plan year in which the relevant Allegion Welfare Plan Implementation Date Distribution occurs exceed the aggregate accumulated contributions to such accounts made by the Allegion Civeo Welfare Plan Participants prior to the relevant Allegion Welfare Plan Implementation Date Effective Time for such plan year, Allegion Civeo shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to IR OS (or an IR OS Group Entity designated by IROS) by wire transfer of immediately available funds as soon as practicable, but in no event later than 45 days, following the relevant Allegion Welfare Plan Implementation DateEffective Time. (iv) Notwithstanding anything in this Section 9.3(b8.3(b), at and after the relevant Allegion Welfare Plan Implementation DateEffective Time, the Allegion Civeo Group shall assume, and cause the Allegion Civeo Welfare Plans to be solely responsible for, all claims by Allegion Civeo Welfare Plan Participants under the applicable IR OS Welfare Plan flexible spending accounts that were incurred in the plan year in which the Distribution occurs, whether incurred prior to, on, or after the Effective Time, that have not been paid in full as of the Effective Time.