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LICENSE ASSIGNMENT AGREEMENT
LICENSE ASSIGNMENT AGREEMENT ("License Assignment") effective as of
November 2, 1995 between ITT CORPORATION, a Delaware corporation ("ITT
Corporation") and ITT DESTINATIONS, INC., a Nevada corporation ("ITT
Destinations") (the "Parties").
RECITALS
WHEREAS, the Board of Directors of ITT Corporation (as hereinafter
defined) has decided to carry out the Distribution (as hereinafter defined)
whereby the holders of shares of Common Stock of ITT Corporation will receive
all the outstanding shares of Common Stock of ITT Destinations and all the
outstanding shares of Common Stock of ITT Hartford Group, Inc. (as hereinafter
defined);
WHEREAS, the shareholders of ITT Corporation have approved the aforesaid
Distribution and certain other related transactions considered necessary by ITT
Corporation to carry out the Distribution;
WHEREAS, as part of carrying out the Distribution, ITT Corporation has
entered into Trade Name and Trademark License Agreements each effective
November 1, 1995 with ITT Manufacturing Enterprises, Inc. ("Enterprises License
Agreement") and with ITT Hartford Group, Inc. ("Hartford License Agreement")
granting them and certain of their Sublicensees the continued right and license
to use the ITT Name and the ITT Marks (each as hereinafter defined); and
WHEREAS, ITT Corporation owns and is assigning to ITT Destinations
effective simultaneous with this License Assignment, all worldwide right,
title, and interest in and to the ITT Name and the ITT Marks.
NOW, THEREFORE, in connection with and to carry out the Distribution and
in consideration of the premises and mutual agreements and covenants herein,
the Parties hereby agree as follows:
1. DEFINITIONS. As used in this License Assignment, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):
(a) "Distribution" shall mean the distribution on the
Distribution Date to holders of record of shares of ITT Corporation Common
Stock as of the Distribution Record Date of (i) the ITT Destinations Common
Shares owned by ITT Corporation on the basis of one ITT Destinations Common
Share for each outstanding share of ITT
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(5)
Corporation Common Stock and (ii) the ITT Hartford Common Shares owned by ITT
Corporation on the basis of one ITT Hartford Common Share for each outstanding
share of ITT Corporation Common Stock.
(b) "Distribution Agreement" shall mean the Distribution
Agreement entered into by ITT Corporation, ITT Destinations, and ITT Hartford
relating to the distribution of the shares of ITT Destinations and ITT Hartford
to the holders of ITT Corporation Common Stock.
(c) "Distribution Date" shall mean such date as may hereafter
be determined by ITT Corporation's Board of Directors as the date on which the
Distribution shall be effected.
(d) "Effective Time" shall mean 11:59 p.m., New York time, on
the Distribution Date.
(e) "ITT Corporation" shall mean ITT Corporation, a Delaware
corporation and its predecessor Maryland corporation, up to the Effective Time
to be merged thereafter into ITT Indiana, Inc., an Indiana corporation, which
will be renamed "ITT Industries, Inc." in connection with the Distribution.
(f) "ITT Destinations" shall mean ITT Destinations, Inc., a
Nevada corporation, to be renamed "ITT Corporation" immediately prior to the
Effective Time.
(g) "ITT Hartford" or "ITT Hartford Group, Inc." shall mean ITT
Hartford Group, Inc., a Delaware corporation.
(h) "ITT Manufacturing Enterprises, Inc." or "ITT Enterprises"
shall mean ITT Manufacturing Enterprises, Inc., a Delaware corporation and a
wholly owned subsidiary of ITT Corporation.
(i) "ITT Logo" shall mean the worldwide rights to the stylized
trademark and service xxxx shown in Exhibit B annexed to the Enterprises
License Agreement and the Hartford License Agreement together with all
registrations thereof and all applications thereof now or hereinafter obtained
or filed, and the goodwill associated therewith.
(j) "ITT Marks" shall mean the worldwide rights to (i) the ITT
Logo, and (ii) all other trademarks and service marks consisting of the letters
"ITT", together with all registrations thereof and all applications therefor
now or hereinafter filed or obtained, and the goodwill associated therewith.
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(5)
(k) "ITT Name" shall mean the worldwide rights to that portion
of any company or trade name consisting of the letters "ITT", and the goodwill
associated therewith.
2. ASSIGNMENT. ITT Corporation hereby transfers and assigns to ITT
Destinations, without charge to ITT Destinations, effective as of November 2,
1995, the Enterprises License Agreement and the Hartford License Agreement and
all rights and obligations thereunder.
3. ACCEPTANCE. ITT Destinations hereby accepts the transfer and
assignment of the Enterprises License Agreement and the Hartford License
Agreement and all rights and obligations thereunder.
4. GUARANTEE. ITT Corporation acknowledges the obligations imposed
upon its subsidiary ITT Manufacturing Enterprises, Inc. and upon any ITT
Enterprises Sublicensees (as the term is defined in the Enterprises License
Agreement) to comply with the terms and conditions of the Enterprises License
Agreement and hereby guarantees to ITT Destinations the performance of ITT
Enterprises and the ITT Enterprises Licensees of those terms and conditions.
IN WITNESS WHEREOF, the Parties have caused this License Assignment to
be duly executed by their respective authorized officers as of the day and year
first written above.
ITT CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President and
General Counsel
ITT DESTINATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Associate
General Counsel
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