Common use of Healthcare Retirement Savings Plans Clause in Contracts

Healthcare Retirement Savings Plans. (i) As of the Distribution Date, Healthcare shall Assume sponsorship of and be solely responsible for (except as otherwise provided in this Section 6.6(a) below) the management and administration of all Assets and Liabilities under the Tyco International (US) Inc. Retirement Savings and Investment Plan II, the Tyco International (US) Inc. Retirement Savings and Investment Plan IX – Puerto Rico (the “Healthcare RSIPs”), any other defined contribution retirement plans listed in Schedule 6.6(a), and any other savings plans in the United States or any other country covering Healthcare Employees, other than those listed in Schedule 6.6(b) and specifically identified as Electronics Savings Plans or listed in Schedule 6.6(c) and specifically identified as Tyco Retained Savings Plans (the “Healthcare Savings Plans”). (ii) On or shortly after the Healthcare Distribution Date and after the Tyco Investment Committee confirms that all of the actions described in Section 6.6(a)(iii) have been completed, Tyco shall cause the value of Assets of the Tyco International (US) Inc. Retirement Savings Master Trust attributable to the Healthcare RSIPs to be transferred to a trust or trusts created for the Healthcare Savings Plans in the United States in a “transfer of assets or liabilities” in accordance with Section 414(l) of the Code and Section 208 of ERISA and the respective rules and regulations promulgated thereunder. The Assets to be transferred will be in the form of cash or other property, as Tyco and Healthcare shall mutually agree prior to such transfer. In addition, on or shortly after the Healthcare Distribution Date and after the Tyco Investment Committee confirms that all of the actions described in Section 6.6(a)(iii) have been completed, the deed of trust established for the Tyco International (US) Inc. Retirement Savings and Investment Plan IX – Puerto Rico shall be transferred to Healthcare. (iii) Effective as of the Distribution Date, Healthcare shall take all such actions necessary to become the plan sponsor of the Healthcare Savings Plans, establish an investment committee and an administrative committee as named fiduciaries of the Healthcare Savings Plans, appoint members of the investment committee and the administrative committee, as appropriate, and establish a new trust or trusts for the Healthcare Savings Plans in the United States designed to be tax exempt under Section 501(a) of the Code and hold the assets of the Healthcare Savings Plans. (iv) As of the Distribution Date, Healthcare shall be solely responsible for the adjudication of claims filed by Healthcare Employees or Former Healthcare Employees under a Healthcare Savings Plan including, but not limited to, claims filed before the Distribution Date under such plans as in effect on the date such claim was filed provided that (A) the claim relates to Assets or Liabilities assumed by Healthcare under this Section 6.6(a); (B) the claim has not been finally adjudicated by Tyco on the day immediately preceding the Distribution Date; and (C) under the applicable claims procedure, Healthcare’s plan administrator or other authorized person or committee will have at least a sixty (60) day period after the Distribution Date to respond to such claim. Tyco shall be solely responsible for the adjudication of any claim that satisfies subsections (A) and (B) but not (C); provided, however, that if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately transfer administration of such claim to Healthcare for final adjudication upon sending its response to the claimant. (v) Nothing contained in this Agreement shall alter in any way the right of Healthcare, subsequent to the Distribution Date, to amend or terminate the Healthcare Savings Plans in accordance with its terms and applicable Law. (vi) Notwithstanding any other provision set forth in this Agreement, (A) Healthcare and the Healthcare Savings Plans shall indemnify and hold harmless Tyco, the Tyco Retained Savings Plans, Electronics and the Electronics Savings Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Healthcare Savings Plans relating to the provision of benefits pursuant to the Healthcare Savings Plans and (B) Tyco, the Tyco Retained Savings Plans, Electronics and the Electronics Savings Plans shall indemnify and hold harmless Healthcare and the Healthcare Savings Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Tyco Retained Savings Plans and Electronics Savings Plans relating to the provision of benefits pursuant to the Tyco Retained Savings Plans and Electronics Savings Plans.

Healthcare Retirement Savings Plans. (i) As of the Distribution Date, Healthcare shall Assume sponsorship of and be solely responsible for (except as otherwise provided in this Section 6.6(a) below) the management and administration of all Assets and Liabilities under the Tyco International (US) Inc. Retirement Savings and Investment Plan II, the Tyco International (US) Inc. Retirement Savings and Investment Plan IX – Puerto Rico (the “Healthcare RSIPs”)IX, any other defined contribution retirement plans listed in Schedule 6.6(a), and any other savings plans in the United States or any other country covering Healthcare Employees, other than those listed in Schedule 6.6(b) and specifically identified as Electronics Savings Plans or listed in Schedule 6.6(c) and specifically identified as Tyco Retained Savings Plans (the “Healthcare Savings Plans”). (ii) On or shortly after prior to the Healthcare Distribution Date and after the Tyco Investment Committee confirms that all of the actions described in Section 6.6(a)(iii) have been completedDate, Tyco shall cause the value of Assets of the Tyco International (US) Inc. Retirement Savings Master Trust attributable to the accounts of U.S. Healthcare RSIPs Employees to be transferred to a trust or trusts created for the Healthcare Savings Plans in the United States in a “transfer of assets or liabilities” in accordance with Section 414(l) of the Code and Section 208 of ERISA and the respective rules and regulations promulgated thereunder. The Assets to be transferred will be in the form of cash or other property, as Tyco and Healthcare shall mutually agree prior to such transfer. In addition, on or shortly after prior to the Healthcare Distribution Date and after the Tyco Investment Committee confirms that all of the actions described in Section 6.6(a)(iii) have been completedDate, the deed of trust established for the Tyco International (US) Inc. Retirement Savings and Investment Plan IX – — Puerto Rico shall be transferred to Healthcare. (iii) Effective as of the Distribution Date, Healthcare shall take all such actions necessary to become the plan sponsor of the Healthcare Savings Plans, establish an investment committee and an administrative committee as named fiduciaries of the Healthcare Savings Plans, appoint members of the investment committee and the administrative committee, as appropriate, and establish a new trust or trusts for the Healthcare Savings Plans in the United States designed to be tax exempt under Section 501(a) of the Code and hold the assets of the Healthcare Savings Plans. (iv) As of the Distribution Date, Healthcare shall be solely responsible for the adjudication of claims filed by Healthcare Employees or Former Healthcare Employees under a Healthcare Savings Plan including, but not limited to, claims filed before the Distribution Date under such plans as in effect on the date such claim was filed provided that (A) the claim relates to Assets or Liabilities assumed by Healthcare under this Section 6.6(a); (B) the claim has not been finally adjudicated by Tyco on the day immediately preceding the Distribution Date; and (C) under the applicable claims procedure, Healthcare’s plan administrator or other authorized person or committee will have at least a sixty (60) day period after the Distribution Date to respond to such claim. Tyco shall be solely responsible for the adjudication of any claim that satisfies subsections (A) and (B) but not (C); provided, however, that if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately transfer administration of such claim to Healthcare for final adjudication upon sending its response to the claimant. (v) Nothing contained in this Agreement shall alter in any way the right of Healthcare, subsequent to the Distribution Date, to amend or terminate the Healthcare Savings Plans in accordance with its terms and applicable Law. (viv) Notwithstanding any other provision set forth in this Agreement, (A) Healthcare and the Healthcare Savings Saving Plans shall indemnify and hold harmless Tyco, the Tyco Retained Savings Plans, Electronics and the Electronics Savings Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Healthcare Savings Saving Plans relating to the provision of benefits pursuant to the Healthcare Savings Saving Plans and (B) Tyco, the Tyco Retained Savings Plans, Electronics and the Electronics Savings Plans shall indemnify and hold harmless Healthcare and the Healthcare Savings Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Tyco Retained Savings Plans and Electronics Savings Plans relating to the provision of benefits pursuant to the Tyco Retained Savings Plans and Electronics Savings Plans.

Healthcare Retirement Savings Plans. (i) As of the Distribution Date, Healthcare shall Assume sponsorship of and be solely responsible for (except as otherwise provided in this Section 6.6(a) below) the management and administration of all Assets and Liabilities under the Tyco International (US) Inc. Retirement Savings and Investment Plan II, the Tyco International (US) Inc. Retirement Savings and Investment Plan IX – Puerto Rico (the “Healthcare RSIPs”)Rico, any other defined contribution retirement plans listed in Schedule 6.6(a), and any other savings plans in the United States or any other country covering Healthcare Employees, other than those listed in Schedule 6.6(b) and specifically identified as Electronics Savings Plans or listed in Schedule 6.6(c) and specifically identified as Tyco Retained Savings Plans (the “Healthcare Savings Plans”). (ii) On or shortly after the Healthcare Distribution Date and after the Tyco Investment Committee confirms that all of the actions described in Section 6.6(a)(iii) have been completed, Tyco shall cause the value of Assets of the Tyco International (US) Inc. Retirement Savings Master Trust attributable to the accounts of U.S. Healthcare RSIPs Employees to be transferred to a trust or trusts created for the Healthcare Savings Plans in the United States in a “transfer of assets or liabilities” in accordance with Section 414(l) of the Code and Section 208 of ERISA and the respective rules and regulations promulgated thereunder. The Assets to be transferred will be in the form of cash or other property, as Tyco and Healthcare shall mutually agree prior to such transfer. In addition, on or shortly after the Healthcare Distribution Date and after the Tyco Investment Committee confirms that all of the actions described in Section 6.6(a)(iii) have been completed, the deed of trust established for the Tyco International (US) Inc. Retirement Savings and Investment Plan IX – Puerto Rico shall be transferred to Healthcare. (iii) Effective as of the Distribution Date, Healthcare shall take all such actions necessary to become the plan sponsor of the Healthcare Savings Plans, establish an investment committee and an administrative committee as named fiduciaries of the Healthcare Savings Plans, appoint members of the investment committee and the administrative committee, as appropriate, and establish a new trust or trusts for the Healthcare Savings Plans in the United States designed to be tax exempt under Section 501(a) of the Code and hold the assets of the Healthcare Savings Plans. (iv) As of the Distribution Date, Healthcare shall be solely responsible for the adjudication of claims filed by Healthcare Employees or Former Healthcare Employees under a Healthcare Savings Plan including, but not limited to, claims filed before the Distribution Date under such plans as in effect on the date such claim was filed provided that (A) the claim relates to Assets or Liabilities assumed by Healthcare under this Section 6.6(a); (B) the claim has not been finally adjudicated by Tyco on the day immediately preceding the Distribution Date; and (C) under the applicable claims procedure, Healthcare’s plan administrator or other authorized person or committee will have at least a sixty (60) day period after the Distribution Date to respond to such claim. Tyco shall be solely responsible for the adjudication of any claim that satisfies subsections (A) and (B) but not (C); provided, however, that if Tyco’s response to such claim does not finally adjudicate the claim, Tyco shall immediately transfer administration of such claim to Healthcare for final adjudication upon sending its response to the claimant. (v) Nothing contained in this Agreement shall alter in any way the right of Healthcare, subsequent to the Distribution Date, to amend or terminate the Healthcare Savings Plans in accordance with its terms and applicable Law. (vi) Notwithstanding any other provision set forth in this Agreement, (A) Healthcare and the Healthcare Savings Plans shall indemnify and hold harmless Tyco, the Tyco Retained Savings Plans, Electronics and the Electronics Savings Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Healthcare Savings Plans relating to the provision of benefits pursuant to the Healthcare Savings Plans and (B) Tyco, the Tyco Retained Savings Plans, Electronics and the Electronics Savings Plans shall indemnify and hold harmless Healthcare and the Healthcare Savings Plans (and each of their respective Affiliates, Subsidiaries, officers, employees, agents and fiduciaries) with respect to any and all Liabilities in respect of the participants in the Tyco Retained Savings Plans and Electronics Savings Plans relating to the provision of benefits pursuant to the Tyco Retained Savings Plans and Electronics Savings Plans.