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 (B) 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 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

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 purposes of the Close NSI Pension Plan and prior to the Savings Plan Transfer Date for purposes of the NSI Savings Plan). In addition, effective on the Distribution Date, were recognized under the corresponding Acuity Plan (for periods immediately before the Close NSI agrees to indemnify and hold harmless each member of the Spinco Group and each of their respective officers, directors, employees and agents and the Spinco Plans and any related trusts, including the Spinco Pension Trust and the trustees thereof, from and against any and all Indemnifiable Expenses arising solely out of a claim which is made by any Person (other than a Person who is a member of the Spinco or NSI Groups) and which is related solely to NSI's exercise of its fiduciary responsibility for the investment of the assets of the NSI Plans prior to the Distribution Date) Date (or prior to the Pension Plan Spinoff Date for purposes of the NSI Pension Plan and prior to the Savings Plan Transfer Date for purposes of the NSI Savings Plan). If any action is brought or any claim is made against a party or person in respect of which indemnity may be sought pursuant to this Section 7.17 (the "Indemnitee"), the Indemnitee shall, as of Immediately within twenty (20) days after the Distribution Datereceipt of information indicating that an action or claim is likely, receive full recognition, creditnotify in writing the party from whom indemnification is sought (the "Indemnitor") of the institution of the action or the making of the claim, and validity the Indemnitor shall have the right, and at the request of the Indemnitee, shall have the obligation, to assume the defense of the action or claim, including the employment of counsel. If the Indemnitor assumes the defense of the action or claim, the Indemnitor shall be taken into account under entitled to settle the action or claim on behalf of the Indemnitee without the prior written consent of the Indemnitee, unless such SpinCo Plan settlement would, in addition to the same extent as if payment of money, materially affect the ongoing business or employment of the Indemnitee. The Indemnitee shall have the right to interpret the provisions of its own Plans and to employ its own counsel, but the fees and expenses of that counsel shall be the responsibility of the Indemnitee unless: (i) the employment of that counsel shall have been authorized in writing by the Indemnitor in connection with the defense of the action or claim; (ii) the Indemnitor shall not have employed counsel to have charge of the defense of such items originally occurred under action or claim; or (iii) such SpinCo Plan, except Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the extent that duplication Indemnitor (in which case the Indemnitor shall not have the right to direct any different defense of benefits would resultthe action or claim on behalf of the Indemnitee). The provisions of this Agreement for the transfer of assetsIndemnitee shall, if anyin any event, 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 be kept fully informed of the parties defense of any such action or claim. Except as expressly provided above, in the event that each the Indemnitor shall not previously have assumed the defense of an action or claim, at such SpinCo Plan will time as the Indemnitor does assume all Liabilities the defense of the Transferred Individuals and corresponding Acuity Plan action or claim, the Indemnitor shall not thereafter be liable to or relating to Transferred Individuals, as provided any Indemnitee for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed expenses subsequently incurred by the appropriate SpinCo PlanIndemnitee in investigating, then the amount of assets transferred preparing or defending against such action or claim. Anything in this Section 7.17 to the trust relating to such SpinCo Plan from contrary notwithstanding, the trust relating to the corresponding Acuity Plan Indemnitor shall not be recomputed, ab initio, as set forth in this Agreement but taking into account the retention liable for any settlement of any claim or action effected without its written consent; provided, however, that if after due notice the Indemnitor refuses to defend a claim or action, the Indemnitee shall have the right to defend and/or settle such Liabilities by such Acuity Planaction, and assets the Indemnitee shall not be transferred by precluded from making a claim against the trust relating to Indemnitor for reasonable expenses and liabilities resulting from 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 defense and/or settlement in accordance with such recomputed amount of transferred Liabilities and assets. EMPLOYEE BENEFITS AGREEMENTthis Section 7.17.

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