Common use of Savings Plans Clause in Contracts

Savings Plans. (A) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than the Close of the Distribution Date, Spinco or a member of the Spinco Group shall take all action necessary to assume and become the plan sponsor of the Spinco Savings Plans and shall be responsible for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Date and shall apply such elections under the Spinco Savings Plans for the remainder of the period or periods for which such elections are by their terms applicable (subject in all cases to applicable election change rights of the Transferred Individuals). (B) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Retirement and 401(k) Plan ("Corporate 401(k) Plan") shall cease to be Liabilities of the Corporate 401(k) Plan and shall be assumed in full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s); and (iii) the accounts of the Retained Corporate Employees under the Corporate 401(k) Plan which are held by its related trust shall be transferred to the account(s) of the appropriate NSI Savings Plan under the NSI Master Savings Trust. (C) SAVINGS PLAN TRUST Effective no later than the Close of the Distribution Date, Spinco shall establish, or cause to be established, the Spinco Master Savings Trust which shall be qualified under Code ss. 401(a), be exempt from taxation under Code ss. 501(a)(1), and form part of the Spinco Savings Plans. Spinco shall, prior to the end of the remedial amendment period for the Spinco Savings Plans, apply for determination letters from the Internal Revenue Service that shall provide that the Spinco Savings Plans and the Spinco Master Savings Trust satisfy the requirements for qualification under Code sections 401(a) and 501(a), and Spinco shall take all actions necessary or appropriate to obtain such letters.

Savings Plans. (Aa) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than Prior to the Close Transfer Date the General Partner shall establish a 401(k) retirement savings plan that is intended to meet the qualification requirements of Section 401(a) of the Distribution DateCode (the “General Partner Savings Plan”) and, Spinco or a member at such time, the form of the Spinco Group General Partner Savings Plan shall take all action necessary either be subject to assume a favorable opinion letter issued by the Internal Revenue Service (“IRS”) upon which the General Partner and become its Subsidiaries are permitted to rely or the plan sponsor of General Partner shall have applied for a favorable determination letter from the Spinco Savings Plans IRS and such determination letter, if applicable, shall be responsible for all Liabilities relating to received by the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately General Partner prior to the Distribution Savings Plan Transfer Date (as defined below). Chesapeake Management and the General Partner shall apply such elections under select a date on or following the Spinco Savings Plans for Transfer Date upon which the remainder of the period or periods for which such elections are by their terms applicable (subject in all cases to applicable election change rights account balances of the Transferred Individuals). (B) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Retirement and 401(k) Chesapeake Savings Plan ("Corporate 401(k) Plan") shall cease to be Liabilities of the Corporate 401(k) Plan and shall be assumed in full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s); and (iii) the accounts of the Retained Corporate Employees under the Corporate 401(k) Plan which are held by its related trust shall be transferred to the account(s) General Partner Savings Plan (such date, the “Savings Plan Transfer Date”). Prior to the Savings Plan Transfer Date, the General Partner shall provide to Chesapeake Management true and correct copies of the appropriate NSI General Partner Savings Plan and the applicable IRS opinion or determination letter relating thereto. Upon the Savings Plan Transfer Date, Chesapeake Management shall cause the trustee of the trust established to fund the Chesapeake Savings Plan to transfer the account balances of the Transferred Employees under such plan, determined under the NSI Master valuation method set forth in the Chesapeake Savings Trust. (C) SAVINGS PLAN TRUST Effective no later than the Close Plan as of the Distribution date of the transfer, to the trustee of the trust established to fund the General Partner Savings Plan in a trustee-to-trustee transfer and the General Partner Savings Plan shall accept such assets and the liabilities associated with such accounts. Such transfer shall be made in cash; provided, however, that, to the extent that the transferred account balances are invested in the common stock of Chesapeake on the Savings Plan Transfer Date, Spinco shall establish, or cause to be established, the Spinco Master Savings Trust which an in-kind transfer of such amounts shall be qualified under Code ss. 401(a), be exempt from taxation under Code ss. 501(a)(1), and form part transferred in lieu of the Spinco transfer of cash; and provided further that, to the extent that, as of the Savings Plans. Spinco shallPlan Transfer Date, any Transferred Employee owes any amount to the Chesapeake Savings Plan pursuant to the terms of a loan from the Chesapeake Savings Plan to such Transferred Employee, an in-kind transfer of such loan shall be made in lieu of the transfer of cash and, prior to the end of Savings Plan Transfer Date, Chesapeake shall amend the remedial amendment period for Chesapeake Savings Plan to permit such loan transfers. (b) Between the Spinco Savings Plans, apply for determination letters from the Internal Revenue Service that shall provide that the Spinco Savings Plans Transfer Date and the Spinco Master Savings Trust satisfy Plan Transfer Date, the requirements for qualification under Code sections 401(a) General Partner and 501(a), and Spinco Chesapeake Management shall take all reasonable steps necessary and appropriate so that Transferred Employees who participated in the Chesapeake Savings Plan and who have loans outstanding from such plan as of the Transfer Date may continue to repay such loans using voluntary payroll deductions from their paychecks from the General Partner, and Chesapeake and Chesapeake Management agree to take those actions as are necessary or appropriate to obtain cause such lettersloans not to go into default under the Chesapeake Savings Plan as a result of the employment transfers of Transferred Employees pursuant to Section 2.1(a) to the extent permitted by applicable Law.

Savings Plans. (Aa) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than the Close As of the Distribution date of this Agreement, Seller participates in the GTE Savings Plan and the GTE Hourly Savings Plan (collectively referred to as the "Seller Savings Plans"). Except as provided in Section (g) of this Section 11.2.2, Transferred Employees shall not be entitled to make contributions to or to benefit from matching or other contributions under the Seller Savings Plans on and after the Closing Date, Spinco or a member of the Spinco Group . (b) Buyer shall take all action necessary and appropriate to assume ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts one or more savings plans (hereinafter referred to in the aggregate as the "Buyer Savings Plans" and become individually as the plan sponsor "Buyer Savings Plan") effective as of the Spinco Savings Plans and shall be responsible for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Closing Date and shall apply such elections under to ensure that each Buyer Savings Plan satisfies the Spinco Savings Plans for the remainder following requirements as of the period or periods for which such elections are by their terms applicable (subject in all cases to applicable election change rights of the Transferred Individuals). (B) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than the Close of the Distribution Closing Date: (i) all Liabilities to or relating to Retained Corporate Employees the Buyer Savings Plan is a qualified, single-employer individual account plan under the National Service Industries Retirement and 401(kSection 401(a) Plan ("Corporate 401(k) Plan") shall cease to be Liabilities of the Corporate 401(k) Plan and shall be assumed in full and in all respects by one or more NSI Savings PlansIRC; (ii) the appropriate NSI Buyer Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating Plan does not exclude Transferred Employees from eligibility to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s)participate therein; and (iii) the accounts Buyer Savings Plan permits Transferred Employees to make before-tax contributions (under Section 401(k) of the Retained Corporate IRC) and provides for matching contributions by the Buyer; and (iv) the Buyer Savings Plan does not violate the requirements of any applicable collective bargaining agreement. Within the thirty (30) day period immediately preceding any transfer of assets and liabilities from a Seller Savings Plan to a Buyer Savings Plan pursuant to this Section 11.2.2, Buyer shall provide Seller with a written certification, in a form acceptable to Seller, that the Buyer Savings Plan satisfies each of the requirements set forth in this Section (b). (i) Seller shall fully vest the Transferred Employees in their account balances under the Seller Savings Plan as of the Closing Date and shall direct the trustee of the Seller Savings Plans to transfer to the trustee or funding agent of the Buyer Savings Plans an amount in cash equal in value to the account balances of the Transferred Employees covered by the Seller Savings Plans as of the date of the transfer; provided that to the extent the account balances to be transferred consist in whole or in part of outstanding loans, Seller shall direct the trustee of the Seller Savings Plans to transfer to the trustee or funding agent of the Buyer Savings Plans, in lieu of cash, the promissory notes and related documents evidencing such loans. Buyer and Seller shall take such actions as may be required to effect the assignment of such loans by the trustee of the Seller Savings Plan to the trustee or funding agent of the Buyer Savings Plan, and Buyer shall cause the trustee or funding agent of the Buyer Savings Plan to accept the assignment of such loans. (ii) After the date of the transfer of assets and liabilities pursuant to this Section 11.2.2, Buyer shall assume all liabilities for the benefits payable to or with respect to such Transferred Employees under the Corporate Seller Savings Plans, and Seller and the Seller Savings Plans and their implementing trust shall retain no liability for such benefits. (d) For purposes of eligibility and vesting under the Buyer Savings Plans, each Transferred Employee shall be credited with service as of the Closing Date as determined under the terms of the Seller Savings Plans. As soon as practicable after the Closing Date, Seller shall cause GTE Service Corporation to deliver to Buyer a list of the Transferred Employees covered by the Seller Savings Plans, together with each Transferred Employee's service under each of the Seller Savings Plans as of the Closing Date. (e) In connection with the transfer of assets and liabilities pursuant to this Section 11.2.2, Seller and Buyer shall cooperate with each other in making all appropriate filings required by the IRC or ERISA and the regulations thereunder, and the transfer of assets and liabilities pursuant to this Section 11.2.2 shall not take place until as soon as practicable after the latest of (i) the expiration of the thirty (30) day period following the filing of any required notices with the IRS pursuant to Section 6058(b) of the IRC, and (ii) the date Buyer has delivered to Seller (xx) a copy of the Buyer Savings Plan and a copy of the most recent determination letter from the IRS to the effect that the Buyer Savings Plan is qualified under Sections 401(a) and 401(k) of the IRC, together with documentation reasonably satisfactory to Seller of the due adoption of any amendments to the Buyer Savings Plan required by the IRS as a condition to such qualification and a certification from Buyer that no events have occurred that adversely affect the continued validity of such determination letter (apart from the enactment of any Federal law for which are held the remedial amendment period under Section 401(b) of the IRC has not yet expired). (f) As of the Closing Date, Seller shall cause GTE Service Corporation to deliver to Buyer a list of the Transferred Employees who have outstanding loans under the Seller Savings Plans, together with copies of said Transferred Employees' notes, disclosure statements, and security agreements under the Seller Savings Plans. Seller shall also notify Buyer within thirty (30) days after the Closing Date of any Transferred Employee who initiated a loan within thirty (30) days before the Closing Date. Subject to obtaining the consent of the applicable Transferred Employee if required by law, from the Closing Date until the earliest of (i) the actual date of transfer of assets and liabilities pursuant to this Section 11.2.2; (ii) the full amortization of the Transferred Employee's indebtedness; (iii) the distribution of the entire balance of the Transferred Employee's accounts; or (iv) the last date on which Buyer or one of its related trust Affiliates pays remuneration to the Transferred Employee, Buyer or its Affiliate shall (x) continue the payroll deductions pursuant to which each such Transferred Employee is discharging indebtedness to a Seller Savings Plan and (y) remit the deducted funds to Fidelity Management Trust Company, the trustee of the Seller Savings Plans, as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee. All such remitted funds shall be transferred to the account(sappropriate Seller Savings Plan and applied to reduce the appropriate Transferred Employee's outstanding indebtedness. Buyer's obligations under this Section (f) are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the appropriate NSI Savings Plan under outstanding indebtedness of the NSI Master Savings TrustTransferred Employees that are not otherwise discharged by the Transferred Employees themselves. (Cg) SAVINGS PLAN TRUST Effective no Seller shall make all required matching contributions with respect to the Transferred Employees' contributions made to the Seller Savings Plan by the Transferred Employees in respect of the period ending on or before the Closing Date in the year containing the Closing Date that would have been eligible for matching contributions without regard to any continued service (e.g., last day of the year employment or 1000 hours) requirements. Such matching contributions shall be made not later than the Close of date on which all other matching contributions are made to the Distribution Date, Spinco shall establish, or cause Seller Savings Plans with respect to be established, contributions made at the Spinco Master Savings Trust same time as the Transferred Employees' contributions. For not less than five (5) calendar years following the Closing Date (including the year in which shall be qualified under Code ss. 401(athe Closing occurs), be exempt from taxation under Code ss. 501(a)(1), and form part of the Spinco Savings Plans. Spinco Buyer shall, prior subject to applicable plan qualification requirements, provide salaried Transferred Employees with a matching contribution in the end Buyer's Savings Plan equal to $.75 for each $1 contributed by Transferred Employees up to six percent (6%) of the remedial amendment period for the Spinco compensation (as defined in Buyer's Savings Plans, apply for determination letters from the Internal Revenue Service that shall provide that the Spinco Savings Plans and the Spinco Master Savings Trust satisfy the requirements for qualification under Code sections 401(a) and 501(aPlan), and Spinco shall take all actions necessary or appropriate to obtain such letters.

Savings Plans. (Aa) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than Black & Decker shall cause the Close trustee of the Distribution Date, Spinco or a member of the Spinco Group shall take all action necessary to assume and become the plan sponsor of the Spinco Savings Plans and shall be responsible for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Date and shall apply such elections under the Spinco Savings Plans for the remainder of the period or periods for which such elections are by their terms applicable (subject in all cases to applicable election change rights of the Transferred Individuals). (B) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Black & Decker Retirement and 401(k) Xxxxxxs Plan ("Corporate 401(k) Seller's Savings Plan") shall cease to be Liabilities transfex xx xf the transfer date specified below, the full account balances of the Corporate 401(k) Plan and shall be assumed in full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s); and (iii) the accounts of the Retained Corporate US Transferred Employees under Seller's Savings Plan, to the Corporate 401(k) Successor Savings Plan which are held by its related trust (as hereinafter defined). To the extent permissible under Seller's Savings Plan, such assets shall be transferred to the account(s) of Successor Savings Plan in cash, except that participant loans shall be transferred in kind. Black & Decker and Buyer shall make or cause to be made any and all filinxx xxd submissions to the appropriate NSI Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets and liabilities from Seller's Savings Plan to the Successor Savings Plan. (b) As soon as practicable after the Closing Date, Buyer shall establish or designate (or cause to be established or designated) an individual account plan for the benefit of US Transferred Employees (the "Successor Savings Plan"), shall take (or cause to be taken) all necessary action, if any, to qualify the Successor Savings Plan under the NSI Master Savings Trust. (C) SAVINGS PLAN TRUST Effective no later than the Close applicable provisions of the Distribution DateCode and shall make any and all filings and submissions to the appropriate Governmental Authorities required to be made or its Affiliates in connection with the transfer of assets contemplated hereby. The Successor Savings Plan shall provide that those US Transferred Employees and their beneficiaries covered by Seller's Savings Plan shall receive credit for all service with Black & Decker or any of its Affiliates prior to the Closing Date for all purxxxxx, Spinco to the same extent such service is recognized under Seller's Savings Plan immediately prior to the Closing Date and, to the extent of the assets transferred, benefit accruals. Buyer shall establish, take (or cause to be establishedtaken) all action required or appropriate to vest fully all such US Transferred Employees in their entire account balances transferred to the Successor Savings Plan and, to the Spinco Master extent required under Section 411(d)(6) of the Code, to protect and preserve all benefits, rights and features relating to those account balances transferred from Seller's Savings Trust which shall be Plan. As soon as practicable following the earlier of the delivery to Black & Decker of a favorable determination letter from the Internal Revxxxx Service regarding the qualified status of the Successor Savings Plan, subject to any withdrawals or distributions made by, to or on behalf of a US Transferred Employee under Code ss. 401(a)the terms of the Seller's Savings Plan prior to the transfer date, be exempt from taxation to transfer the full account balances of US Transferred Employees under Code ss. 501(a)(1), and form Seller's Savings Plan as of the transfer date to the appropriate trustee designated by the Buyer under the trust agreement forming a part of the Spinco Successor Savings Plans. Spinco shallPlan; provided, prior that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the end Successor Savings Plan. Prior to such transfer of the remedial amendment period for the Spinco Savings Plansassets and liabilities, apply for Black & Decker shall provide to Buyer a favorable determination letters from the letter frox xxx Internal Revenue Service that shall provide that regarding the Spinco qualified status of the Seller's Savings Plans Plan, as then in effect. (c) Buyer, effective as of the date of the transfer of assets contemplated by this Section D.10, assumes all of the liabilities and obligations of Black & Decker or any of its Affiliates in respect of the account balances acxxxxxxted by US Transferred Employees under Seller's Savings Plan to the extent of the assets transferred, and the Spinco Master Successor Savings Trust satisfy Plan assumes all liabilities and obligations of Seller's Savings Plan with respect to all account balances under Seller's Savings Plan of such US Transferred Employees to the requirements for qualification extent of the assets transferred. Neither Buyer nor any of its Affiliates shall assume any other obligations or liabilities arising under Code sections 401(a) or attributable to Seller's Savings Plan and 501(a)neither Black & Decker nor any of its Affiliates shall assume any liabilities or oblxxxxxxns under or attributable to the Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.10, Buyer and Spinco its Affiliates, if consented to by the applicable US Transferred Employee, shall take all actions necessary or appropriate withhold from such US Transferred Employee's pay, loan repayments relating to obtain any outstanding loan to such lettersUS Transferred Employee under Seller's Savings Plan and shall promptly forward those withholdings to Seller's Savings Plan.

Savings Plans. (Aa) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than Seller shall amend the Close Honeywell Savings and Stock Ownership Plan ("Seller's Savings Plan") to provide that Closing Date Transferred Employees shall fully vest in their TCAS Asset Purchase Agreement Seller's Savings Plan accounts (the "Accounts") as of the Distribution Closing Date. As promptly as practicable following the Closing Date, Spinco or a member Seller and Buyer shall arrange for the transfer of the Spinco Group Accounts and the corresponding liabilities and obligations with respect to Closing Date Transferred Employees from Seller's Savings Plan to one or more tax-qualified plans established by Buyer which provide benefits and payment options substantially equivalent to the benefits available under the applicable Seller's Savings Plan ("Buyer's Savings Plans"). Buyer's Savings Plans shall take credit all action necessary to assume and become the plan sponsor service with Seller for purposes of the Spinco eligibility, participation, vesting and benefit accrual requirements of Buyer's Savings Plans and shall be responsible also (a) provide for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Date and shall apply such elections under the Spinco Savings Plans for the remainder of the period or periods for which such elections are by their terms applicable (subject in all cases to applicable election change rights of the Transferred Individuals). (B) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Retirement and 401(k) Plan ("Corporate 401(k) Plan") shall cease to be Liabilities of the Corporate 401(k) Plan and shall be assumed in full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make tax-deferred contributions through payroll deductions in the NSI Savings Plan(s); and (iiib) the accounts of the Retained Corporate Employees meet all requirements for a qualified cash or deferred arrangement under the Corporate Section 401(k) Plan which are held by its related trust shall be transferred to the account(s) of the appropriate NSI Code. The transfer of assets from Seller's Savings Plan under shall be made in cash, promissory notes representing participant loans and shares of Honeywell International Inc. common stock. Without limiting the NSI Master Savings Trust. (C) SAVINGS PLAN TRUST Effective no later than the Close generality of the Distribution Dateforegoing, Spinco Buyer agrees to accept the transfer of such accounts in Honeywell International Inc. common stock to the extent invested in Honeywell International Inc. common stock, and, to the extent permitted by law for such reasonable period of time, not to exceed six months, to provide Transferred Employees with an election to retain Honeywell International Inc. common stock in their accounts under Buyer's Savings Plans or to dispose of such stock and have the proceeds reinvested in other investment alternatives offered under Buyer's Savings Plan. The parties shall establishfile any necessary IRS Forms 5310-A with respect to such transfer. Prior to the transfer date, Buyer shall, to the reasonable satisfaction of Seller's counsel, present Seller with such evidence and information as is reasonably necessary to establish that the tax-qualified plan or cause plans established or to be established, established by Buyer to which the Spinco Master Savings Trust which shall transfer or transfers described in this Section are to be qualified under Code ss. 401(a), be exempt from taxation under Code ss. 501(a)(1), made are in full force and form part of the Spinco Savings Plans. Spinco shall, prior to the end of the remedial amendment period for the Spinco Savings Plans, apply for determination letters from the Internal Revenue Service that shall provide that the Spinco Savings Plans effect and the Spinco Master Savings Trust satisfy meet all the requirements for qualification under Code sections Sections 401(a) and 501(a)411(d)(6) of the Code and Seller shall, to the reasonable satisfaction of Buyer's counsel, present Buyer with such evidence and Spinco information as is reasonably necessary to establish that Seller's Savings Plan meet the requirements of Section 401(a) of the Code. (b) As soon as practicable after the end of the 6-month period following the Closing Date, or such earlier date as Buyer and Seller may agree, Seller shall take amend Seller's Savings Plan to provide that Post-Closing Transferred Employees shall fully vest in their respective Accounts as of the end of such 6-month period and a transfer of Accounts and the corresponding liabilities and obligations with respect to Post-Closing Transferred Employees shall be made from Seller's Savings Plan to the applicable Buyer's Savings Plan in accordance with the provisions applicable to Closing Date Transferred Employees under Section 10.4(a) above. Buyer's Savings Plans shall credit all actions necessary or appropriate to obtain such lettersservice with Seller for purposes of the eligibility, participation, vesting and benefit accrual requirements of Buyer's Savings Plans.

Savings Plans. (Aa) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than Seller shall cause the Close trustee of the Distribution Date, Spinco or a member of the Spinco Group shall take all action necessary to assume and become the plan sponsor of the Spinco The Black & Deckxx Xxxirement Savings Plans and shall be responsible for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Date and shall apply such elections under the Spinco Savings Plans for the remainder of the period or periods for which such elections are by their terms applicable (subject in all cases to applicable election change rights of the Transferred Individuals). (B) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Retirement and 401(k) Plan ("Corporate 401(k) Seller's Savings Plan") shall cease to be Liabilities transfer as of the Corporate 401(k) Plan and shall be assumed in transfer date specified below, the full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s); and (iii) the accounts account balances of the Retained Corporate US Transferred Employees under Seller's Savings Plan, to the Corporate 401(k) Successor Savings Plan which are held by its related trust (as hereinafter defined). Such assets shall be transferred to the account(s) Successor Savings Plan in cash, provided that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. Seller and Buyer shall make any and all filings and submissions to the appropriate NSI Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's Savings Plan under to the NSI Master Successor Savings TrustPlan. (Cb) SAVINGS PLAN TRUST Effective no later than the Close of the Distribution Date, Spinco shall establish, or cause to be established, the Spinco Master Savings Trust which shall be qualified under Code ss. 401(a), be exempt from taxation under Code ss. 501(a)(1), and form trust agreement forming a part of the Spinco Successor Savings Plans. Spinco shallPlan; provided, prior that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the end Successor Savings Plan. (c) Buyer, effective as of the remedial amendment period for date of the Spinco transfer of assets contemplated by this Section D.08, assumes all of the liabilities and obligations of Seller or any of its Affiliates in respect of the account balances accumulated by US Transferred Employees under Seller's Savings PlansPlan, apply for determination letters from the Internal Revenue Service that shall provide that the Spinco Savings Plans and the Spinco Master Successor Savings Trust satisfy Plan assumes all liabilities and obligations of Seller's Savings Plan with respect to all account balances under Seller's Savings Plan of such US Transferred Employees. Neither Buyer nor any of its Affiliates shall assume any other obligations or liabilities arising under or attributable to Seller's Savings Plan and neither Seller nor any of its Affiliates shall assume any liabilities or obligations under or attributable to the requirements for qualification Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.08, Buyer Companies, if consented to by the applicable US Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments relating to any outstanding loan to such US Transferred Employee under Code sections 401(a) Seller's Savings Plan and 501(a), and Spinco shall take all actions necessary or appropriate promptly forward those withholdings to obtain such lettersSeller's Savings Plan.

Savings Plans. (Aa) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than Parent shall cause the Close trustee of the Distribution Date, Spinco or a member of the Spinco Group shall take all action necessary to assume and become the plan sponsor of the Spinco The Black & Decker Retirement Savings Plans and shall be responsible for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Date and shall apply such elections under the Spinco Savings Plans for the remainder of the period or periods for which such elections are by their terms applicable (subject in all cases to applicable election change rights of the Transferred Individuals). (B) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Retirement and 401(k) Plan ("Corporate 401(k) Parent's Savings Plan") shall cease to be Liabilities xxxxxfer, as of the Corporate 401(k) transfer date specified below, the full account balances of the Active Employees under Parent's Savings Plan, to the Successor Savings Plan (as hereinafter defined). To the extent permissible under Parent's Savings Plan and shall be assumed to the extent participants' account balances are invested in full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s); and (iii) the accounts of the Retained Corporate Employees under the Corporate 401(k) Plan which are held by its related trust Parent's stock, such assets shall be transferred to the account(s) of Successor's Savings Plan in kind. Parent, Buyer and TTSI shall make any and all filings and submissions to the appropriate NSI Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Parent's Savings Plan to the Successor Savings Plan. (b) As soon as practicable after the Closing Date, TTSI shall, and Buyer shall cause TTSI to, establish or designate an individual account plan for the benefit of Active Employees who were participants in Parent's Savings Plan (the "Successor Savings Plan"), shall take all necessary action, if any, to qualify the Successor Savings Plan under the NSI Master Savings Trust. (C) SAVINGS PLAN TRUST Effective no later than the Close applicable provisions of the Distribution Date, Spinco Code and shall establish, or cause make any and all filings and submissions to the appropriate Governmental Authorities required to be established, made by it in connection with the Spinco Master transfer of assets contemplated hereby. The Successor Savings Trust which Plan shall be qualified under Code ss. 401(a), be exempt from taxation under Code ss. 501(a)(1), provide that those Transferred Employees and form part their beneficiaries who were participants in Parent's Savings Plan shall receive credit for all service and compensation with Parent or any of the Spinco Savings Plans. Spinco shall, its Affiliates prior to the end Closing Date for all purposes, to the same extent as such service and compensation are recognized under Parent's Savings Plan immediately prior to the Closing Date. TTSI shall, and Buyer shall cause TTSI to, take all action required or appropriate to vest fully all such Transferred Employees in their entire account balances transferred to the Successor Savings Plan and, to the extent required under Section 411(d)(6) of the remedial amendment period for Code, to protect and preserve all benefits, rights and features relating to those account balances transferred from Parent's Savings Plan. As soon as practicable following the Spinco Savings Plans, apply for earlier of the delivery to Parent of a favorable determination letters letter from the Internal Revenue Service regarding the qualified status of the Successor Savings Plan or the issuance of indemnities satisfactory to Parent in its sole discretion, Parent shall cause the trustee of Parent's Savings Plan, to transfer the full account balances of Transferred Employees under Parent's Savings Plan as of the transfer date to the appropriate trustee designated by TTSI and Buyer under the trust agreement forming a part of the Successor Savings Plan; provided, that assets consisting of notes or other instruments evidencing loans made to participating Transferred Employees shall provide be transferred in such form to the Successor Savings Plan. (c) Effective as of the date of the transfer of assets contemplated by this Section D.09, TTSI shall assume all of the liabilities and obligations of Parent or any of its Affiliates in respect of the account balances accumulated by Transferred Employees under Parent's Savings Plan (to the extent that assets relating to such account balances have been transferred to the Spinco Successor Savings Plans and the Spinco Master Savings Trust satisfy the requirements for qualification under Code sections 401(a) and 501(aPlan), and Spinco the Successor Savings Plan assumes all liabilities and obligations of Parent's Savings Plan with respect to all account balances under Parent's Savings Plan of such US Transferred Employees (to the extent that assets relating to such account balances have been transferred to the Successor Savings Plan). Neither Buyer, TTSI nor any of their respective Affiliates shall take all actions necessary assume any other obligations or appropriate liabilities arising under or attributable to obtain Parent's Savings Plan and neither Parent nor any of its Affiliates shall assume any liabilities or obligations under or attributable to the Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.09, TTSI, if consented to by the applicable Transferred Employee, shall withhold from such lettersTransferred Employee's pay, loan repayments relating to any outstanding loan to such Transferred Employee under Parent's Savings Plan and shall promptly forward those withholdings to Parent's Savings Plan.

Savings Plans. (Aa) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than Seller shall cause the Close trustee of the Distribution Date, Spinco or a member of the Spinco Group shall take all action necessary to assume and become the plan sponsor of the Spinco The Black & Decker Retirement Savings Plans and shall be responsible for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Date and shall apply such elections under the Spinco Savings Plans for the remainder of the period or periods for which such elections are by their terms applicable (subject in all cases to applicable election change rights of the Transferred Individuals). (B) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Retirement and 401(k) Plan ("Corporate 401(k) Seller's Savings Plan") shall cease to be Liabilities transfxx xx of the Corporate 401(k) Plan and shall be assumed in transfer date specified below, the full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s); and (iii) the accounts account balances of the Retained Corporate US Transferred Employees under Seller's Savings Plan, to the Corporate 401(k) Successor Savings Plan which are held by its related trust (as hereinafter defined). Such assets shall be transferred to the account(s) Successor Savings Plan in cash, provided that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. Seller and Buyer shall make any and all filings and submissions to the appropriate NSI Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's Savings Plan to the Successor Savings Plan. (b) As soon as practicable after the Closing Date, Buyer shall establish or designate an individual account plan for the benefit of US Transferred Employees (the "Successor Savings Plan"), shall take all necessary action, if any, to qualify the Successor Savings Plan under the NSI Master Savings Trust. (C) SAVINGS PLAN TRUST Effective no later than the Close applicable provisions of the Distribution Date, Spinco Code and shall establish, or cause make any and all filings and submissions to the appropriate Governmental Authorities required to be establishedmade by it in connection with the transfer of assets contemplated hereby. The Successor Savings Plan shall provide that those US Transferred Employees and their beneficiaries covered by Seller's Savings Plan shall receive credit for all service and compensation with Seller or any of its Affiliates (and, to the Spinco Master Savings Trust which shall be qualified under Code ss. 401(a)extent applicable, be exempt from taxation under Code ss. 501(a)(1), and form part with General Electric Company or any of the Spinco Savings Plans. Spinco shall, its Affiliates) prior to the end Closing Date for all purposes, to the same extent such service and compensation are recognized under Seller's Savings Plan immediately prior to the Closing Date. Buyer shall take all action required or appropriate to vest fully all such US Transferred Employees in their entire account balances transferred to the Successor Savings Plan and, to the extent required under Section 411(d)(6) of the remedial amendment period for Code, to protect and preserve all benefits, rights and features relating to those account balances transferred from Seller's Savings Plan. As soon as practicable following the Spinco Savings Plans, apply for earlier of the delivery to Seller of a favorable determination letters letter from the Internal Revenue Service regarding the qualified status of the Successor Savings Plan or the issuance of indemnities satisfactory to Seller in its sole discretion, Seller shall cause the trustee of Seller's Savings Plan, subject to any election by a US Transferred Employee to withdraw his or her account balance prior to the transfer date in respect of Seller's Savings Plan, to transfer the full account balances of US Transferred Employees under Seller's Savings Plan as of the transfer date to the appropriate trustee designated by the Buyer under the trust agreement forming a part of the Successor Savings Plan; provided, that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall provide that be transferred in such form to the Spinco Successor Savings Plans Plan. (c) Buyer, effective as of the date of the transfer of assets contemplated by this Section D.08, assumes all of the liabilities and obligations of Seller or any of its Affiliates in respect of the account balances accumulated by US Transferred Employees under Seller's Savings Plan, and the Spinco Master Successor Savings Trust satisfy Plan assumes all liabilities and obligations of Seller's Savings Plan with respect to all account balances under Seller's Savings Plan of such US Transferred Employees. Neither Buyer nor any of its Affiliates shall assume any other obligations or liabilities arising under or attributable to Seller's Savings Plan and neither Seller nor any of its Affiliates shall assume any liabilities or obligations under or attributable to the requirements for qualification Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.08, Buyer Companies, if consented to by the applicable US Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments relating to any outstanding loan to such US Transferred Employee under Code sections 401(a) Seller's Savings Plan and 501(a), and Spinco shall take all actions necessary or appropriate promptly forward those withholdings to obtain such lettersSeller's Savings Plan.

Savings Plans. (Ai) ASSUMPTION OF SPINCO As soon as is practicable after the Closing Date, but effective as of such date, Purchaser shall adopt or designate a 401(k) Savings Plan (the "PURCHASER SAVINGS PLANS AND RELATED LIABILITIES Effective no later than PLAN") and shall establish a trust pursuant thereto (the Close "PURCHASER SAVINGS TRUST"). As soon as is practicable after the Closing Date, Purchaser shall furnish to Parent a determination letter finding the Purchaser Savings Plan and the Purchaser Savings Trust to be qualified and tax-exempt under Sections 401(a) and 501(a) of the Distribution DateCode. (ii) As soon as practicable after Parent's receipt of a copy of such letter, Spinco or a member Parent, shall cause the Parent Savings Plan and the Trust pursuant thereto (the "PARENT SAVINGS TRUST") to transfer to the Purchaser Savings Plan and Purchaser Savings Trust the accounts under the Parent Savings Plan and the Parent Savings Trust (and the assets and liabilities therein) attributable to any employee of the Spinco Group shall take all action necessary to assume and become the plan sponsor Companies or any Subsidiary as of the Spinco Savings Plans and shall be responsible for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Closing Date or any employee of Parent or Sellers or any of their affiliates, in any case, who will continue their employment with or shall become an employee, of Purchaser or any of its affiliates as of the Closing Date (the "EMPLOYEES"). Seller shall cause all of such accounts to be fully vested upon such transfer. Such transfer shall be made in the form of cash except that to the extent that such accounts are invested in Parent, Sellers or the Companies' (as the case may be) stock the transfer shall be made in the form of such stock. Such transfer shall satisfy the requirements of Code Sections 401(a)(12) and 414(l) and the regulations pursuant thereto. Prior to such transfer, Purchaser will provide Parent with such documents and other information as Parent shall apply reasonably request to assure itself that the Purchaser Savings Plan and the Purchaser Savings Trust contain participant loan provisions and procedures necessary to effect the orderly transfer of participant loan balances associated with the transfer of assets. Prior to such elections transfer, Parent will provide Purchaser with such documents and other information as Purchaser shall reasonably request to assure itself that the Parent Savings Plan and Parent Savings Trust are qualified and tax-exempt under the Spinco provisions of Code Sections 401(a) and 501(a) respectively as of the date of such transfer. The Purchaser Savings Plans Plan shall preserve for the remainder Employees all benefits, rights and features applicable to such transferred accounts, including but not limited to those rights and features protected under Section 411(d)(6) of the Code and participant loans, and such Plan shall provide for future participant loans from current account balances. Parent shall provide to Purchaser copies of such personnel and other records of Parent pertaining to the Employees and such records of any agent or representative of Parent, in each case pertaining to the Parent Savings Plan and Parent Savings Trust and as Purchaser may reasonably request in order to administer and manage the accounts and assets transferred to the Purchaser Savings Plan and Purchaser Savings Trust. Upon such transfer, the Purchaser Savings Plan shall assume all liabilities and obligations whatsoever with respect to all amounts transferred from the Parent Savings Plan and Parent Savings Trust to the Purchaser Savings Plan and Purchaser Savings Trust in respect of the Employees and each of Parent and its affiliates and the Parent Savings Plan and Parent Savings Trust shall be relieved of all such liabilities and obligations. Purchaser and Parent shall cooperate in the filing of documents required by the transfer of assets and liabilities described herein. (iii) The Purchaser Savings Plan shall provide to the Employees all of their benefits accrued under the Parent Savings Plan as of the date of transfer. The Purchaser Savings Plan shall also provide that an Employee's period of employment with Sellers, Parent, the Companies, any of their Subsidiaries or periods any predecessor thereof (as applicable) for which such elections are by their terms applicable (subject in all cases credit was given under the Parent Savings Plan shall be given equivalent credit under the Purchaser Savings Plan to applicable election change rights the effect that if any Employee becomes an employee of Purchaser as of the Transferred IndividualsClosing Date, or thereafter by reason of recall, no interruption in participation, benefit accrual or vesting service shall be deemed to have occurred for such Employee under the Purchaser Savings Plan by reason of the change in employment contemplated by this Agreement. The Purchaser Savings Plan shall further contain all such provisions as are necessary for the transfer not to cause Parent Savings Plan to fail to satisfy requirements of Code Sections 401(a) or 401(k). (Biv) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than As soon as is practicable after the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Retirement Closing Date and 401(k) Plan ("Corporate 401(k) Plan") shall cease to be Liabilities of the Corporate 401(k) Plan and shall be assumed in full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s); and (iii) the accounts of the Retained Corporate Employees under the Corporate 401(k) Plan which are held by its related trust shall be transferred to the account(s) of the appropriate NSI Savings Plan under the NSI Master Savings Trust. (C) SAVINGS PLAN TRUST Effective no later than the Close of the Distribution Date, Spinco shall establish, or cause to be established, the Spinco Master Savings Trust which shall be qualified under Code ss. 401(a), be exempt from taxation under Code ss. 501(a)(1), and form part of the Spinco Savings Plans. Spinco shall, prior to the end of the remedial amendment period for the Spinco Savings Planstransfer contemplated under this Section 6.4(a), apply for determination letters from the Internal Revenue Service that Sellers and Purchaser shall provide that the Spinco Savings Plans and the Spinco Master Savings Trust satisfy the requirements for qualification make such filings as are required under Code sections 401(aSection 6058(b) and 501(a), and Spinco shall take all actions necessary or appropriate with respect to obtain such letters.transfers including the filing of form 5310-A.

Savings Plans. (Ai) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than As soon as is practicable after the Close Closing Date, but effective as of such date, Purchaser shall adopt or designate a 401(k) Savings Plan (the 33 38 "Purchaser Savings Plan") and shall establish a trust pursuant thereto (the "Purchaser Savings Trust"). As soon as is practicable after the Closing Date, Purchaser shall furnish to Parent a determination letter finding the Purchaser Savings Plan and the Purchaser Savings Trust to be qualified and tax-exempt under Sections 401(a) and 501(a) of the Distribution DateCode. (ii) As soon as practicable after Parent's receipt of a copy of such letter, Spinco or a member Parent, shall cause the Parent Savings Plan and the Trust pursuant thereto (the "Parent Savings Trust") to transfer to the Purchaser Savings Plan and Purchaser Savings Trust the accounts under the Parent Savings Plan and the Parent Savings Trust (and the assets and liabilities therein) attributable to any employee of the Spinco Group shall take all action necessary to assume and become the plan sponsor Companies or any Subsidiary as of the Spinco Savings Plans and shall be responsible for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Closing Date or any employee of Parent or Sellers or any of their affiliates, in any case, who will continue their employment with or shall become an employee, of Purchaser or any of its affiliates as of the Closing Date (the "Employees"). Seller shall cause all of such accounts to be fully vested upon such transfer. Such transfer shall be made in the form of cash except that to the extent that such accounts are invested in Parent, Sellers or the Companies' (as the case may be) stock the transfer shall be made in the form of such stock. Such transfer shall satisfy the requirements of Code Sections 401(a)(12) and 414(l) and the regulations pursuant thereto. Prior to such transfer, Purchaser will provide Parent with such documents and other information as Parent shall apply reasonably request to assure itself that the Purchaser Savings Plan and the Purchaser Savings Trust contain participant loan provisions and procedures necessary to effect the orderly transfer of participant loan balances associated with the transfer of assets. Prior to such elections transfer, Parent will provide Purchaser with such documents and other information as Purchaser shall reasonably request to assure itself that the Parent Savings Plan and Parent Savings Trust are qualified and tax-exempt under the Spinco provisions of Code Sections 401(a) and 501(a) respectively as of the date of such transfer. The Purchaser Savings Plans Plan shall preserve for the remainder Employees all benefits, rights and features applicable to such transferred accounts, including but not limited to those rights and features protected under Section 411(d)(6) of the Code and participant loans, and such Plan shall provide for future participant loans from current account balances. Parent shall provide to Purchaser copies of such personnel and other records of Parent pertaining to the Employees and such records of any agent or representative of Parent, in each case pertaining to the Parent Savings Plan and Parent Savings Trust and as Purchaser may reasonably request in order to administer and manage the accounts and assets transferred to the Purchaser Savings Plan and Purchaser Savings Trust. Upon such transfer, the Purchaser Savings Plan shall assume all liabilities and obligations whatsoever with respect to all amounts transferred from the Parent Savings Plan and Parent Savings Trust to the Purchaser Savings Plan and Purchaser Savings Trust in respect of the Employees and each of Parent and its affiliates and the Parent Savings Plan and Parent Savings Trust shall be relieved of all such liabilities and obligations. Purchaser and Parent shall cooperate in the filing of documents required by the transfer of assets and liabilities described herein. (iii) The Purchaser Savings Plan shall provide to the Employees all of their benefits accrued under the Parent Savings Plan as of the date of transfer. The Purchaser Savings Plan shall also provide that an Employee's period of employment with 34 39 Sellers, Parent, the Companies, any of their Subsidiaries or periods any predecessor thereof (as applicable) for which such elections are by their terms applicable (subject in all cases credit was given under the Parent Savings Plan shall be given equivalent credit under the Purchaser Savings Plan to applicable election change rights the effect that if any Employee becomes an employee of Purchaser as of the Transferred IndividualsClosing Date, or thereafter by reason of recall, no interruption in participation, benefit accrual or vesting service shall be deemed to have occurred for such Employee under the Purchaser Savings Plan by reason of the change in employment contemplated by this Agreement. The Purchaser Savings Plan shall further contain all such provisions as are necessary for the transfer not to cause Parent Savings Plan to fail to satisfy requirements of Code Sections 401(a) or 401(k). (Biv) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than As soon as is practicable after the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Retirement Closing Date and 401(k) Plan ("Corporate 401(k) Plan") shall cease to be Liabilities of the Corporate 401(k) Plan and shall be assumed in full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s); and (iii) the accounts of the Retained Corporate Employees under the Corporate 401(k) Plan which are held by its related trust shall be transferred to the account(s) of the appropriate NSI Savings Plan under the NSI Master Savings Trust. (C) SAVINGS PLAN TRUST Effective no later than the Close of the Distribution Date, Spinco shall establish, or cause to be established, the Spinco Master Savings Trust which shall be qualified under Code ss. 401(a), be exempt from taxation under Code ss. 501(a)(1), and form part of the Spinco Savings Plans. Spinco shall, prior to the end of the remedial amendment period for the Spinco Savings Planstransfer contemplated under this Section 6.4(a), apply for determination letters from the Internal Revenue Service that Sellers and Purchaser shall provide that the Spinco Savings Plans and the Spinco Master Savings Trust satisfy the requirements for qualification make such filings as are required under Code sections 401(aSection 6058(b) and 501(a), and Spinco shall take all actions necessary or appropriate with respect to obtain such letters.transfers including the filing of form 5310-A.

Savings Plans. (A) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than the Close As of the Distribution DateClosing or, Spinco or a member of if later, the Spinco Group shall take all action necessary to assume and become the plan sponsor of the Spinco Savings Plans and shall be responsible for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Date and shall apply such elections under the Spinco Savings Plans for the remainder of the period or periods for which such elections are by their terms applicable (subject in all cases to applicable election change rights of the Transferred Individuals). (B) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Retirement and 401(k) Plan ("Corporate 401(k) Plan") shall cease to be Liabilities of the Corporate 401(k) Plan and shall be assumed in full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s); and (iii) the accounts of the Retained Corporate Employees under the Corporate 401(k) Plan which are held by its related trust shall be transferred to the account(s) of the appropriate NSI Buyer’s Savings Plan under Start Date (as defined below), the NSI Master Savings Trust. (C) SAVINGS PLAN TRUST Effective no later than the Close of the Distribution Date, Spinco Buyer shall establish, or cause one of its Subsidiaries to establish, a tax-qualified defined contribution savings plan (the “Buyer’s Savings Plan”), in which, on such date, U.S. Acquired Company Employees shall immediately be eligible to participate and commence accruing benefits to the extent such U.S. Acquired Company Employees were eligible to participate and accrue benefits in Seller’s Savings Plan (as defined below) as of such date. The Buyer’s Savings Plan shall (i) provide for automatic enrollment for all U.S. Acquired Company Employees enrolled in the Seller’s Savings Plan as of Closing, subject to each such U.S. Acquired Company Employee’s ability to opt out of such enrollment, (ii) permit each U.S. Acquired Company Employee to, at such U.S. Acquired Company Employee’s election, effect a direct rollover of all or any portion of such U.S. Acquired Company Employee’s balance under the Fifth & Pacific 401(k) Savings and Profit Sharing Plan (the “Seller’s Savings Plan”) from the Seller’s Savings Plan to the Buyer’s Savings Plan and (iii) for so long as the payroll services provided under the Transition Services Agreement are provided by Seller pursuant thereto, (x) be administered by Fidelity, (y) be structured to operate in conjunction with the payroll portal of Seller (which will be available after Closing by Seller pursuant to the Transition Services Agreement) and (z) be identical to the Seller’s Savings Plan in such respects as are necessary in order for such payroll portal to be established, the Spinco Master Savings Trust which shall be qualified under Code ssutilized. 401(a), be exempt from taxation under Code ss. 501(a)(1), and form part In furtherance of the Spinco Savings Plans. Spinco shallforegoing, prior to the end Closing, the Seller shall cooperate with and provide reasonable assistance to the Buyer regarding the establishment of the remedial amendment Buyer’s Savings Plan. Notwithstanding the foregoing, if Buyer is not able to establish the Buyer’s Savings Plan as of the Closing Date, (i) Buyer shall establish such plan as promptly as practicable following the Closing Date (any such date of establishment, the “Buyer’s Savings Plan Start Date”), (ii) the Seller shall cooperate with, and provide reasonable assistance to, the Buyer regarding the establishment of the Buyer’s Savings Plan on the Buyer’s Savings Plan Start Date, which cooperation and assistance shall be compensated for in accordance with the terms of the Transition Services Agreement, and (iii) promptly following the Buyer’s Savings Plan Start Date, Buyer shall make a contribution to the account of each U.S. Acquired Company Employee who is participating in such Buyer’s Savings Plan on the Buyer’s Savings Plan Start Date and who also was participating in Seller’s Savings Plan on the Closing Date in an amount equal to the amount of the employer match that would have been made to such account in respect of the employee’s deferrals between the Closing Date and the Buyer’s Savings Plan Start Date, assuming the rate of employer match during such period for were the Spinco same in respect of each U.S. Acquired Company Employee as the rate in effect under the Seller’s Savings PlansPlan on the date of this Agreement. Effective as of the Closing, apply for determination letters from the Internal Revenue Service Seller shall cause (i) all of the U.S. Acquired Company Employees to cease participating as active employees in the Seller’s Savings Plan, and (ii) the account balances of the U.S. Acquired Company Employees under the Seller’s Savings Plan to be fully vested. The parties hereto understand and agree that shall provide they do not intend hereby that the Spinco Seller or any of its Subsidiaries or employees be performing any functions as an ERISA fiduciary in fulfilling its commitments under this Section 9.9 to cooperate in the establishment and cloning of the Buyer Savings Plans and the Spinco Master Savings Trust satisfy the requirements for qualification under Code sections 401(a) and 501(a), and Spinco shall take all actions necessary or appropriate to obtain such lettersPlan.

Savings Plans. (Aa) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than Parent shall cause the Close trustee of the Distribution Date, Spinco or a member of the Spinco Group shall take all action necessary to assume and become the plan sponsor of the Spinco The Black & Deckxx Xxxirement Savings Plans and shall be responsible for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Date and shall apply such elections under the Spinco Savings Plans for the remainder of the period or periods for which such elections are by their terms applicable (subject in all cases to applicable election change rights of the Transferred Individuals). (B) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Retirement and 401(k) Plan ("Corporate 401(k) Parent's Savings Plan") shall cease to be Liabilities transfer, as of the Corporate 401(k) transfer date specified below, the full account balances of the Active Employees under Parent's Savings Plan, to the Successor Savings Plan (as hereinafter defined). To the extent permissible under Parent's Savings Plan and shall be assumed to the extent participants' account balances are invested in full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s); and (iii) the accounts of the Retained Corporate Employees under the Corporate 401(k) Plan which are held by its related trust Parent's stock, such assets shall be transferred to the account(s) of Successor's Savings Plan in kind. Parent, Buyer and TTSI shall make any and all filings and submissions to the appropriate NSI Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Parent's Savings Plan to the Successor Savings Plan. (b) As soon as practicable after the Closing Date, TTSI shall, and Buyer shall cause TTSI to, establish or designate an individual account plan for the benefit of Active Employees who were participants in Parent's Savings Plan (the "Successor Savings Plan"), shall take all necessary action, if any, to qualify the Successor Savings Plan under the NSI Master Savings Trust. (C) SAVINGS PLAN TRUST Effective no later than the Close applicable provisions of the Distribution Date, Spinco Code and shall establish, or cause make any and all filings and submissions to the appropriate Governmental Authorities required to be established, made by it in connection with the Spinco Master transfer of assets contemplated hereby. The Successor Savings Trust which Plan shall be qualified under Code ss. 401(a), be exempt from taxation under Code ss. 501(a)(1), provide that those Transferred Employees and form part their beneficiaries who were participants in Parent's Savings Plan shall receive credit for all service and compensation with Parent or any of the Spinco Savings Plans. Spinco shall, its Affiliates prior to the end Closing Date for all purposes, to the same extent as such service and compensation are recognized under Parent's Savings Plan immediately prior to the Closing Date. TTSI shall, and Buyer shall cause TTSI to, take all action required or appropriate to vest fully all such Transferred Employees in their entire account balances transferred to the Successor Savings Plan and, to the extent required under Section 411(d)(6) of the remedial amendment period for Code, to protect and preserve all benefits, rights and features relating to those account balances transferred from Parent's Savings Plan. As soon as practicable following the Spinco Savings Plans, apply for earlier of the delivery to Parent of a favorable determination letters letter from the Internal Revenue Service regarding the qualified status of the Successor Savings Plan or the issuance of indemnities satisfactory to Parent in its sole discretion, Parent shall cause the trustee of Parent's Savings Plan, to transfer the full account balances of Transferred Employees under Parent's Savings Plan as of the transfer date to the appropriate trustee designated by TTSI and Buyer under the trust agreement forming a part of the Successor Savings Plan; provided, that assets consisting of notes or other instruments evidencing loans made to (c) Effective as of the date of the transfer of assets contemplated by this Section D.09, TTSI shall provide assume all of the liabilities and obligations of Parent or any of its Affiliates in respect of the account balances accumulated by Transferred Employees under Parent's Savings Plan (to the extent that assets relating to such account balances have been transferred to the Spinco Successor Savings Plans and the Spinco Master Savings Trust satisfy the requirements for qualification under Code sections 401(a) and 501(aPlan), and Spinco the Successor Savings Plan assumes all liabilities and obligations of Parent's Savings Plan with respect to all account balances under Parent's Savings Plan of such US Transferred Employees (to the extent that assets relating to such account balances have been transferred to the Successor Savings Plan). Neither Buyer, TTSI nor any of their respective Affiliates shall take all actions necessary assume any other obligations or appropriate liabilities arising under or attributable to obtain Parent's Savings Plan and neither Parent nor any of its Affiliates shall assume any liabilities or obligations under or attributable to the Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.09, TTSI, if consented to by the applicable Transferred Employee, shall withhold from such lettersTransferred Employee's pay, loan repayments relating to any outstanding loan to such Transferred Employee under Parent's Savings Plan and shall promptly forward those withholdings to Parent's Savings Plan.