Common use of Employee Benefits Agreement Clause in Contracts

Employee Benefits Agreement. Transferred Individuals until it receives written notice from Acuity regarding the date on which payments under the corresponding Acuity Plan shall cease. With respect to Transferred Individuals, each SpinCo Mirror Plan shall provide that all benefit or other elections, all designations of beneficiaries, all service, all compensation, and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding Acuity Plan (for periods immediately before the Close of the Distribution Date) shall, as of Immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such SpinCo Plan to the same extent as if such items originally occurred under such SpinCo Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets, if any, from certain trusts relating to Acuity Plans (including Foreign Plans) to the corresponding trusts relating to SpinCo Plans (including Foreign Plans) are based upon the understanding and agreement of the parties that each such SpinCo Plan will assume all Liabilities of the Transferred Individuals and corresponding Acuity Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate SpinCo Plan, then the amount of assets transferred to the trust relating to such SpinCo Plan from the trust relating to the corresponding Acuity Plan shall be recomputed, ab initio, as set forth in this Agreement but taking into account the retention of any such Liabilities by such Acuity Plan, and assets shall be transferred by the trust relating to such SpinCo Plan to the trust relating to such Acuity Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of transferred Liabilities and assets. EMPLOYEE BENEFITS AGREEMENT

Employee Benefits Agreement. Transferred Individuals until it receives written notice from Stock with the same material terms and conditions under the SpinCo Stock Incentive Plan, and shall be transferred to the recordkeeper of the SpinCo Stock Incentive Plan. As soon as practicable after the Distribution Date, the number of options and the exercise price for such options to be converted to options for SpinCo Common Stock shall be determined by multiplying the number of shares purchasable under each converted option by the applicable Conversion Ratio and dividing the exercise price per share of each option by the applicable Conversion Ratio. Such converted SpinCo stock option grants shall continue to vest and become exercisable under the SpinCo Stock Incentive Plan in accordance with terms mirroring the terms of the original grant under the Acuity regarding Stock Incentive Plan (but related to SpinCo and employment and other events with SpinCo). SpinCo shall be the date on which obligor with respect to such options and shall be solely responsible for all stock option grants and payments under the corresponding Acuity Plan shall ceaseSpinCo Stock Incentive Plan, with respect to, but not limited to, recordkeeping, administrative costs and fees, payroll taxes, plan maintenance, option exercise and related tax filings. SpinCo shall, as soon as practicable after the Distribution Date, provide each Transferred Individual receiving options for SpinCo Common Stock with an agreement or notice relating to such Transferred Individual’s options under the SpinCo Stock Incentive Plan. With respect to Transferred Individualsthe individual who is the President and Chief Executive Officer of SpinCo, each SpinCo Mirror the outstanding stock options under the Acuity Stock Incentive Plan shall provide that all benefit or other elections, all designations of beneficiaries, all service, all compensation, and all other benefit-affecting determinations that, held by such individual as of the Close of the Distribution Date, were recognized under Date shall be handled as follows: (i) the corresponding Acuity Plan (for periods immediately before outstanding stock options that are not vested as of the Close of the Distribution DateDate shall be treated in the same manner as the outstanding stock options of all other Transferred Individuals as provided in the preceding paragraph; and (ii) shall, the outstanding stock options that are vested as of Immediately after the Close of the Distribution DateDate shall continue to be held as options for Acuity common stock, receive full recognition, creditthe number of options and the exercise price for such options shall be adjusted as of the Distribution Date by multiplying the number of shares purchasable under each adjusted option by the Conversion Ratio for Acuity options and dividing the exercise price per share of each option by the applicable Conversion Ratio for Acuity options, and validity and employment with SpinCo shall be taken into account under such SpinCo Plan treated as employment with the Acuity Group solely for purposes of exercisability of the options. The options for Acuity Common Stock held by Transferred Individuals who have terminated employment prior to the same extent Distribution Date shall not be converted to options for SpinCo Common Stock. Such options shall continue to be held as if options for Acuity Common Stock and the number of options and exercise price for such items originally occurred under such SpinCo Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets, if any, from certain trusts relating to Acuity Plans (including Foreign Plans) to the corresponding trusts relating to SpinCo Plans (including Foreign Plans) are based upon the understanding and agreement options shall be adjusted as of the parties that each such SpinCo Plan will assume all Liabilities Distribution Date in the same manner as provided in subsection (ii) of the Transferred Individuals and corresponding Acuity Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate SpinCo Plan, then the amount of assets transferred to the trust relating to such SpinCo Plan from the trust relating to the corresponding Acuity Plan shall be recomputed, ab initio, as set forth in this Agreement but taking into account the retention of any such Liabilities by such Acuity Plan, and assets shall be transferred by the trust relating to such SpinCo Plan to the trust relating to such Acuity Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of transferred Liabilities and assets. EMPLOYEE BENEFITS AGREEMENTpreceding paragraph.

Employee Benefits Agreement. Transferred Individuals until it receives written notice TRANSFER OF SPECIFIC ASSETS The specific assets to be transferred from Acuity regarding the date on which payments under NSI Master Pension Trust to the corresponding Acuity Plan Spinco Master Pension Trust shall ceasebe made up of cash and marketable assets selected by NSI consistent with the objective of enabling Spinco to implement prospectively an investment program for the Spinco Master Pension Trust, but in no event shall NSI or the NSI Master Pension Trust be required to incur unreasonable transaction costs in the process of transferring assets and subsequently re-balancing the investment portfolio held by the NSI Master Pension Trust. With respect Furthermore, NSI shall not be required to Transferred Individuals, each SpinCo Mirror Plan shall provide that all benefit transfer any specific asset or other elections, all designations any portion of beneficiaries, all service, all compensationany specific fund or investment manager account, and all other benefit-affecting determinations that, as NSI shall not transfer any amount of Spinco Common Stock that would place the Spinco Pension Plans in violation of the Close employer stock acquisition limitations of ERISA section 407; provided, however, that NSI shall transfer interests in group annuity contracts held by the Distribution Date, were recognized under the corresponding Acuity Plan (for periods immediately before the Close of the Distribution Date) shall, as of Immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such SpinCo Plan to the same extent as if such items originally occurred under such SpinCo Plan, except NSI Master Pension Trust to the extent such group annuity contracts (in whole or in part, as the case may be) specifically cover the accrued pension benefits of Transferred Individuals. In transferring specific assets, NSI makes no representation as to the appropriateness of the resulting asset allocation or investment performance resulting from the specific assets transferred. By accepting the assets transferred, Spinco acknowledges that duplication of benefits would result. The provisions of this Agreement it and not NSI is serving as the fiduciary for the Spinco Master Pension Trust with respect to the determination and actual transfer of assetsassets from the NSI Master Pension Trust and that, if anyacting as fiduciary for the Spinco Pension Plans, from certain trusts relating Spinco further acknowledges that it is able to Acuity change the asset allocation as it deems appropriate at any time. Once the assets have been transferred to and received by the Spinco Master Pension Trust, such event shall fully and finally foreclose any issue or matter of any nature whatsoever by Spinco, the Spinco Master Pension Trust, the Spinco Pension Plans, or any other trust(s) related to such Plans (including Foreign against NSI, the NSI Master Pension Trust, the NSI Pension Plans, or any other trust(s) related to such Plans with respect to the corresponding trusts relating to SpinCo Plans (including Foreign condition, identity, or value of such assets and Spinco shall fully indemnify NSI, its employees, officers, directors, and the NSI Pension Plans) are based upon , the understanding NSI Master Pension Trust, and agreement of the parties that each such SpinCo Plan will assume all Liabilities of the Transferred Individuals and corresponding Acuity Plan to any trustees or relating to Transferred Individuals, as provided for herein. If there are fiduciaries thereof regarding any Liability or legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate SpinCo Plan, then the amount of assets transferred to the trust relating to such SpinCo Plan from the trust relating to the corresponding Acuity Plan shall be recomputed, ab initio, as set forth in this Agreement but taking into account the retention regulatory issue of any such Liabilities by such Acuity Plan, and assets shall be transferred by the trust relating to such SpinCo Plan to the trust relating to such Acuity Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance nature with such recomputed amount of transferred Liabilities and assets. EMPLOYEE BENEFITS AGREEMENTrespect thereto.

Employee Benefits Agreement. Transferred Individuals until it receives written notice from Acuity regarding the date on which payments under the corresponding Acuity Plan shall cease. With respect to Transferred Individuals, each SpinCo Mirror Plan shall provide that all benefit or other elections, all designations of beneficiaries, all service, all compensation, and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding Acuity Plan (for periods immediately before the Close of the Distribution Date) shall, as of Immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such SpinCo Plan to the same extent as if such items originally occurred under such SpinCo Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets, if any, from certain trusts relating to Acuity Plans (including Foreign Plans) to the corresponding trusts relating to SpinCo Plans (including Foreign Plans) are based upon the understanding and agreement of the parties that each such SpinCo Plan will assume all Liabilities of the Transferred Individuals and corresponding Acuity Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate SpinCo Plan, then the amount of assets transferred to the trust relating to such SpinCo Plan from the trust relating to the corresponding Acuity Plan shall be recomputed, ab initio, as set forth in this Agreement but taking into account the retention of any such Liabilities by such Acuity Plan, and assets shall be transferred by the trust relating to such SpinCo Plan to the trust relating to such Acuity Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of transferred Liabilities and assets. EMPLOYEE BENEFITS AGREEMENT

Employee Benefits Agreement. NSI REIMBURSEMENT PLANS To the extent any Transferred Individuals until it receives written notice from Acuity regarding the date on which payments Individual contributed to an account under the corresponding Acuity Plan NSI Reimbursement Plans during the calendar year that includes the Distribution Date, effective Immediately after the Distribution Date, Spinco shall cease. With respect to recognize any such Transferred IndividualsIndividual's account balance, each SpinCo Mirror Plan shall provide that all benefit or other elections, all designations of beneficiaries, all service, all compensation, and all other benefit-affecting determinations that, determined as of the Close of the Distribution Date, were recognized and Spinco shall thereafter be solely responsible for making any and all payments relative to such account balance of the Transferred Individual for all claims during such calendar year under the corresponding Acuity Plan (for periods applicable Spinco Reimbursement Plan. As provided in Section 5.7(a), all elections by Transferred Individuals in effect immediately before prior to the Distribution Date shall continue and be recognized by Spinco, and the Distribution alone shall not be considered an event that gives any participant the right to change any prior election. As soon as practicable after the Distribution Date, NSI shall calculate as of the Close of the Distribution Date) shallDate the aggregate net balance in the accounts of Transferred Individuals under the NSI Reimbursement Plans, expressed relative to the contributions received from such Transferred Individuals. If the contributions received from a Transferred Individual exceed the reimbursements made to or on behalf of such Transferred Individual, the Transferred Individual shall be deemed to have a positive account balance. In turn, if the contributions received from a Transferred Individual are less than the reimbursements made to or on behalf of such Transferred Individual, the Transferred Individual shall be deemed to have a negative account balance. If the aggregate net balance in the accounts of all such Transferred Participants is a positive number, then NSI shall pay this amount in cash to Spinco as of Immediately soon as practicable after the Distribution Date, receive full recognition, credit, and validity and be taken into account under if the aggregate net balance in the accounts of all such SpinCo Plan to the same extent as if such items originally occurred under such SpinCo Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets, if any, from certain trusts relating to Acuity Plans (including Foreign Plans) to the corresponding trusts relating to SpinCo Plans (including Foreign Plans) are based upon the understanding and agreement of the parties that each such SpinCo Plan will assume all Liabilities of the Transferred Individuals and corresponding Acuity Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate SpinCo PlanParticipants is a negative number, then Spinco shall pay this amount in cash to NSI as soon as practicable after the amount of assets transferred to the trust relating to such SpinCo Plan from the trust relating to the corresponding Acuity Plan shall be recomputed, ab initio, as set forth in this Agreement but taking into account the retention of any such Liabilities by such Acuity Plan, and assets shall be transferred by the trust relating to such SpinCo Plan to the trust relating to such Acuity Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of transferred Liabilities and assets. EMPLOYEE BENEFITS AGREEMENTDistribution Date.

Employee Benefits Agreement. Transferred Individuals until it receives written notice from Acuity NSI regarding the date on which payments under the corresponding Acuity NSI Plan shall cease. With respect to Transferred Individuals, each SpinCo Mirror Spinco Plan shall provide that all benefit or other elections, all designations of beneficiaries, all service, all compensation, and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding Acuity NSI Plan (for periods immediately before the Close of the Distribution Date) shall, as of Immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such SpinCo Spinco Plan to the same extent as if such items originally occurred under such SpinCo Spinco Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets, if any, from certain trusts relating to Acuity NSI Plans (including Foreign Plans) to the corresponding trusts relating to SpinCo Spinco Plans (including Foreign Plans) are based upon the understanding and agreement of the parties that each such SpinCo Spinco Plan will assume all Liabilities of the Transferred Individuals and corresponding Acuity NSI Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate SpinCo Spinco Plan, then the amount of assets transferred to the trust relating to such SpinCo Spinco Plan from the trust relating to the corresponding Acuity NSI Plan shall be recomputed, ab initio, as set forth in this Agreement but taking into account the retention of any such Liabilities by such Acuity NSI Plan, and assets shall be transferred by the trust relating to such SpinCo Spinco Plan to the trust relating to such Acuity NSI Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of transferred Liabilities and assets. EMPLOYEE BENEFITS AGREEMENT