Common use of Annual Incentive Liability Clause in Contracts

Annual Incentive Liability. Except as otherwise provided in this Section 6.1, including but not limited to Section 6.1(a), PNX shall retain responsibility for all Liabilities to the Distribution Date, when such obligations become due, relating to any 2008 annual incentive awards under any PNX Annual Incentive Plan for PNX Employees who are not directly associated with the Spinco business prior to the Distribution Date and who transfer to Spinco on the Distribution Date. The Spinco Group shall be responsible for and pay the 2008 annual incentive awards of PNX Employees who are not directly associated with the Spinco business prior to the Distribution Date and who become Spinco Employees on the Distribution Date. PNX shall reimburse Spinco for PNX’s portion of the 2008 annual incentive, if earned, pursuant to Section 2.2(d). For the avoidance of doubt and by way of example, Section 6.1(b) would apply to a PNX Employee who worked in the PNX law department to the Distribution Date (assumed to be October 31, 2008) and transferred to Spinco on the Distribution Date. PNX would be responsible for 10/12 or approximately 83% of the employee’s 2008 incentive award, if earned, and Spinco would be responsible for 2/12 or approximately 17% of the employee’s 2008 annual incentive award, if earned. If a Spinco Employee transfers to PNX on the Distribution Date and thereby becomes a PNX Employee, PNX shall be responsible for and pay the 2008 annual incentive award, if earned, of such employee under the PNX Annual Incentive Plan or the PNX Annual Incentive Plan for Executive Officers. Spinco shall reimburse PNX, pursuant to Section 2.2(c), for Spinco’s portion of the 2008 annual incentive award (January 1 through the Distribution Date), if earned, calculated consistent with the above example.

Annual Incentive Liability. Except as otherwise provided in this Section 6.1, including but not limited to Section 6.1(a), PNX Parent shall retain responsibility for all Liabilities to the Distribution Date, when such obligations become due, relating to any 2008 2009 annual incentive awards under any PNX Parent Annual Incentive Plan for PNX Parent Employees who are not directly associated with the Spinco business prior to the Distribution Date and who transfer to Spinco on the Distribution Date. . (i) The Spinco Group shall be responsible for and pay the 2008 2009 annual incentive awards of PNX Parent Employees who are not directly associated with the Spinco business prior to the Distribution Date and who become Spinco Employees on the Distribution Date. PNX Parent shall reimburse Spinco for PNXParent’s portion of the 2008 2009 annual incentive, if earned, pursuant to Section 2.2(d). . (ii) For the avoidance of doubt and by way of example, Section 6.1(b) would apply to a PNX Parent Employee who worked in the PNX Parent law department prior to the Distribution Date (assumed to be October 31______________, 20082009) and transferred to Spinco on the Distribution Date. PNX Parent would be responsible for 10/12 [___]/12 or approximately 83[___]% of the employee’s 2008 2009 incentive award, if earned, and Spinco would be responsible for 2/12 [__]/12 or approximately 17[___]% of the employee’s 2008 2009 annual incentive award, if earned. . (iii) If a Spinco Employee transfers to PNX Parent on the Distribution Date and thereby becomes a PNX Parent Employee, PNX Parent shall be responsible for and pay the 2008 2009 annual incentive award, if earned, of such employee under the PNX Parent Annual Incentive Plan or the PNX Annual Incentive Plan for Executive OfficersPlan. Spinco shall reimburse PNXParent, pursuant to Section 2.2(c), for Spinco’s portion of the 2008 2009 annual incentive award (January 1 through the Distribution Date), if earned, calculated consistent with the above example.