FORM OF TAX MATTERS AGREEMENT between EMERSON ELECTRIC CO., on behalf of itself and the members of the Distributing Group, and Vertiv Co., on behalf of itself and the members of the Controlled Group Dated as of [ ], 2016Tax Matters Agreement • June 17th, 2016 • Vertiv Co. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [ ], 2016 between Emerson Electric Co. (“Distributing”), a Missouri corporation, on behalf of itself and the members of the Distributing Group, as defined below, and Vertiv Co. (“Controlled,” and together with Distributing, the “Parties”), a Delaware corporation, on behalf of itself and the members of the Controlled Group, as defined below.
FORM OF EMPLOYEE MATTERS AGREEMENT DATED AS OF [●], 2016 BY AND BETWEEN EMERSON ELECTRIC CO. AND VERTIV CO.Employee Matters Agreement • June 17th, 2016 • Vertiv Co. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EMPLOYEE MATTERS AGREEMENT, dated as of [ ], 2016 (this “Agreement”), between EMERSON ELECTRIC CO., a Missouri corporation (“Emerson”), and VERTIV CO., a Delaware corporation (“Vertiv”).
FORM OF INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENTIntellectual Property Cross License Agreement • June 17th, 2016 • Vertiv Co. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this “Agreement”), dated as of , 2016, is made and entered into by and between Emerson Electric Co., a Missouri corporation (“Emerson”), Vertiv Co., a Delaware corporation (“NewCo”) and [ ], a [ ] corporation (“NewCo Sub”) (each a “Party” and collectively, the “Parties”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT dated as of by and between EMERSON ELECTRIC CO. and VERTIV CO.Separation and Distribution Agreement • June 17th, 2016 • Vertiv Co. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2016 (this “Agreement”), between Emerson Electric Co., a Missouri corporation (“Emerson”), and Vertiv Co., a Delaware corporation (“SpinCo”).
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 17th, 2016 • Vertiv Co. • Air-cond & warm air heatg equip & comm & indl refrig equip • Missouri
This TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of [ ], 2016, between Emerson Electric Co., a Missouri corporation (together with its Affiliates, “Emerson”), and Vertiv Co., a Delaware corporation (together with its Affiliates, “Vertiv”).
FORM OF TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 17th, 2016 • Vertiv Co. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) dated (the “Effective Date”), between Automatic Switch Company, a corporation incorporated under the laws of Delaware, and ASCO Controls, L.P., a limited partnership formed under the laws of Delaware (collectively, “Licensor”), and [ ], a corporation incorporated under the laws of [ ] (“Licensee”) (each a “Party” and collectively, the “Parties”).
