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LICENSE ASSIGNMENT AGREEMENT
LICENSE ASSIGNMENT AGREEMENT ("License Assignment") effective as of
December 19, 1995 among ITT DESTINATIONS, INC., a Nevada corporation ("ITT
Destinations"), ITT HARTFORD GROUP, INC., a Delaware corporation ("ITT
Hartford"), and NUTMEG INSURANCE COMPANY, a Connecticut corporation ("Nutmeg")
(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.;
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 ("Hartford License Agreement") concerning
their and their Sublicensees' continued right and license to use the ITT Name
and the ITT Marks (each as hereinafter defined); and
WHEREAS, ITT Destinations owns 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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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" shall mean ITT Hartford Group, Inc., a
Delaware corporation.
(h) "Nutmeg" shall mean Nutmeg Insurance Company, a Connecticut
corporation and a wholly owned subsidiary of ITT Hartford Group, Inc.
(i) "ITT Manufacturing Enterprises, Inc." shall mean ITT
Manufacturing Enterprises, Inc., a Delaware corporation and a wholly-owned
subsidiary of ITT Corporation.
(j) "ITT Logo" shall mean the worldwide rights to the stylized
trademark and service xxxx shown in Exhibit B annexed to the Hartford License
Agreement together with all registrations thereof and all applications thereof
now or hereinafter obtained or filed, and the goodwill associated therewith.
(k) "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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(l) "ITT Name" shall mean that portion of any company or trade
name consisting of the letters "ITT", and the goodwill associated therewith.
2. ASSIGNMENT. ITT Hartford hereby transfers and assigns to Nutmeg,
without charge to Nutmeg, effective as of 11:57 p.m., New York time of the
Distribution Date, the Hartford License Agreement and all rights and
obligations thereunder.
3. ACCEPTANCE. Nutmeg hereby accepts the transfer and assignment of
the Hartford License Agreement and all rights and obligations thereunder.
4. GUARANTEE. ITT Hartford acknowledges the obligations imposed
upon its subsidiary Nutmeg and upon any Nutmeg Sublicensees (as that term is
defined in the Hartford License Agreement) to comply with the terms and
conditions of the Hartford License Agreement and hereby guarantees to ITT
Destinations the performance of Nutmeg and the Nutmeg Sublicensees of those
terms and conditions.
5. CONSENT. ITT Destinations hereby consents to the assignment of
the Hartford License Agreement from ITT Hartford to Nutmeg as set forth herein
and further grants to Nutmeg the right to grant sublicenses in accordance with
the provisions of Sections 2.01 and 2.02 of the Hartford License Agreement to
ITT Hartford and ITT Hartford Subsidiaries.
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.
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ITT DESTINATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and
Associate General Counsel
ITT HARTFORD GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and
General Counsel
NUTMEG INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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