Common use of Non-Qualified Deferred Compensation Plans Clause in Contracts

Non-Qualified Deferred Compensation Plans. (a) Effective as of the Effective Time, the active participation of each Newco Employee who is a participant in the Fox NQDC Plan shall automatically cease and no Newco Employee shall thereafter accrue any benefits under any such Fox NQDC Plan. (b) Ainge shall, or shall cause a member of the Ainge Group to, establish or maintain a non-qualified deferred compensation plan in which each Newco Employee who participated in the Fox NQDC Plan immediately prior to the Separation Time will be eligible to participate as of the Effective Time, with terms no less favorable than the terms of the Fox NQDC Plan as in effect immediately prior to the Separation Time (such plan, the “Ainge NQDC Plan”); provided, that, in no event will Ainge be required to permit any participant therein to make elective deferral contributions other than those in effect as of the date hereof. Fox shall cause the Fox NQDC Plan to transfer (and Ainge shall cause the Ainge NQDC Plan to accept a transfer of) (i) Liabilities in respect of the obligations to or otherwise in respect of Newco Employees under the Fox NQDC Plan and (ii) any assets held by or on behalf of Fox that correspond to such Liabilities. Ainge shall be responsible for any and all Liabilities and other obligations with respect to the Ainge NQDC Plan. (c) For purposes of the Ainge NQDC Plan, any account balances relating to Newco Employees shall be credited with investment returns (including losses, if applicable) based on performance of one or more notional funds that are available as an investment alternative pursuant to the Ainge NQDC Plan as in effect from time to time (which may consist of a notional fund relating to a rate of return on U.S. Treasury Notes or any other notional fund then available pursuant to the Ainge NQDC Plan), as selected by the participant in the Ainge NQDC Plan in accordance with the terms of such plan.

Non-Qualified Deferred Compensation Plans. (a) Effective as of the Effective Timeearlier to occur of (i) the Separation Time and (ii) January 1, 2025 (such earlier date, the “WDC NQDC Plan Withdrawal Date”), the active participation of each Newco Spinco Employee and Spinco Director who is a participant in the Fox WDC NQDC Plan shall automatically cease and no Newco Spinco Employee or Spinco Director shall thereafter accrue any benefits as an active participant under any such Fox WDC NQDC Plan; provided that all accounts of Spinco Employees and Spinco Directors maintained under the WDC NQDC Plan as of the WDC NQDC Plan Withdrawal Date and all deferral elections made prior thereto shall at all times from and following the WDC NQDC Plan Withdrawal Date remain (i) under the WDC NQDC Plan and (ii) the sole obligation and liability of WDC and its Affiliates following the WDC NQDC Plan Withdrawal Date (including, but not limited to, all deferral elections made by Spinco Employees relating to their first half of fiscal 2025 bonuses). (b) Ainge shallUnless otherwise agreed upon by the Parties, or effective as of January 1, 2025, Spinco shall cause a member of the Ainge Spinco Group to, establish or maintain to have adopted a non-qualified deferred compensation plan (the “Spinco NQDC Plan”) in which each Newco Employee Spinco Employee, Spinco Director and Dual-Service Director who participated in the Fox WDC NQDC Plan immediately prior to the Separation Time January 1, 2025 will be eligible to participate as of the Effective TimeJanuary 1, 2025, with terms no less favorable than consistent with then-prevailing market terms for similarly-situated companies, except as otherwise required by the terms of the Fox NQDC Plan as in effect immediately prior to the Separation Time (such plan, the “Ainge NQDC Plan”); provided, that, in no event will Ainge be required to permit any participant therein to make elective deferral contributions other than those in effect as of the date hereofan applicable Collective Bargaining Agreement or applicable Law. Fox shall cause the Fox NQDC Plan to transfer (and Ainge shall cause the Ainge NQDC Plan to accept a transfer of) (i) Liabilities in respect of the obligations to or otherwise in respect of Newco Employees under the Fox The Spinco NQDC Plan and (ii) all accounts of Spinco Employees, Spinco Directors and Dual-Service Directors maintained thereunder shall at all times be the Spinco Group’s sole responsibility and no member of the WDC Group shall have any assets held by obligation or on behalf of Fox that correspond to such Liabilities. Ainge shall be responsible for any and all Liabilities and other obligations liability with respect thereto. (c) Spinco shall provide data and Information on participants in the WDC NQDC Plan (to the Ainge extent permitted by applicable Laws and consistent with Section 8.1) to WDC, including census information and employment termination dates for Spinco Employees who participate in the WDC NQDC Plan, for the purpose of administering the WDC NQDC Plan. (cd) For purposes WDC shall, and shall cause each member of the Ainge WDC Group to use commercially reasonable efforts to, provide each Spinco Employee or Spinco Director who has an account maintained under the WDC NQDC Plan following the WDC NQDC Plan Withdrawal Date with access to any account information, materials, or website access provided by Newport (or any successor third-party administrator) to the same extent such information, materials or website access is provided to active participants under the WDC NQDC Plan, any account balances relating to Newco Employees shall be credited with investment returns (including losses, if applicable) based on performance of one or more notional funds that are available as an investment alternative pursuant to the Ainge NQDC Plan as in effect from time to time (which may consist of a notional fund relating to a rate of return on U.S. Treasury Notes or any other notional fund then available pursuant to the Ainge NQDC Plan), as selected by the participant in the Ainge NQDC Plan in accordance with the terms of such plan.

Non-Qualified Deferred Compensation Plans. (a) Effective as of the Effective Time, the active participation of each Newco Employee who is a participant in the Fox NQDC Plan shall automatically cease and no Newco Employee shall thereafter accrue any benefits under any such Fox NQDC Plan. (b) Ainge shall, or shall cause a member of the Ainge Group to, establish or maintain a non-qualified deferred compensation plan in which each Newco Employee who participated in the Fox NQDC Plan immediately prior to the Separation Time will be eligible to participate as of the Effective Time, with terms no less favorable than the terms of the Fox NQDC Plan as in effect immediately prior to the Separation Time (such plan, the “Ainge NQDC Plan”); provided, that, in no event will Ainge be required to permit any participant therein to make elective deferral contributions other than those in effect as of the date hereof. Fox shall cause the Fox NQDC Plan to transfer (and Ainge shall cause the Ainge NQDC Plan to accept a transfer of) (i) Liabilities in respect of the obligations to or otherwise in respect of Newco Employees under the Fox NQDC Plan and (ii) any assets held by or on behalf of Fox that correspond to such Liabilities. Ainge shall be responsible for any and all Liabilities and other obligations with respect to the Ainge NQDC Plan. (c) For purposes of the Ainge NQDC Plan, any account balances relating to Newco Employees shall be credited with investment returns (including losses, if applicable) based on performance of one or more notional funds that are available as an investment alternative pursuant to the Ainge NQDC Plan as in effect from time to time (which may consist of a notional fund relating to a rate of return on U.S. Treasury Notes or any other notional fund then available pursuant to the Ainge NQDC Plan), as selected by the participant in the Ainge NQDC Plan in accordance with the terms of such plan.