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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"), NUTMEG INSURANCE COMPANY, a Connecticut corporation ("Nutmeg"),
and HARTFORD FIRE INSURANCE COMPANY, a Connecticut corporation ("Hartford
Fire").
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")
concerning their and certain of their Sublicensees' continued right and license
to use the ITT Name and the ITT Marks (each as hereinafter defined);
WHEREAS, ITT Hartford Group, Inc. has entered into a License Assignment
Agreement effective as of 11:57 p.m., New York time, of the Distribution Date
with Nutmeg Insurance Company (as hereinafter defined) assigning to it all its
rights and obligations in the Hartford License Agreement; 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 herein, the Parties
hereto 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):
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(8)
(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 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 Group, Inc." or "ITT Hartford" shall mean ITT
Hartford Group, Inc., a Delaware corporation.
(h) "Nutmeg" or "Nutmeg Insurance Company" shall mean Nutmeg
Insurance Company, a Connecticut corporation and a wholly owned subsidiary of
ITT Hartford Group, Inc.
(i) "Hartford Fire" shall mean Hartford Fire Insurance Company,
a Connecticut corporation and a wholly owned subsidiary of ITT Hartford Group,
Inc.
(j) "ITT Manufacturing Enterprises, Inc." shall mean ITT
Manufacturing Enterprises, Inc., a Delaware corporation and a wholly-owned
subsidiary of ITT Corporation.
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(8)
(k) "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 therefor
now or hereinafter obtained or filed, and the goodwill associated therewith.
(l) "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.
(m) "ITT Name" shall mean that portion of any company or trade
name consisting of the letters "ITT" and the goodwill associated therewith.
2. ASSIGNMENT. Nutmeg hereby transfers and assigns to Hartford
Fire, without charge to Hartford Fire, effective as of 11:58 p.m., New York
time of the Distribution Date, the Hartford License Agreement and all rights
and obligations thereunder.
3. ACCEPTANCE. Hartford Fire 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 Hartford Fire and upon any Hartford Fire 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 Hartford Fire and Hartford Fire
Sublicensees of those terms and conditions.
5. CONSENT. ITT Destinations hereby consents to the assignment of
the Hartford License Agreement from Nutmeg to Hartford Fire as set forth herein
and further grants to Hartford Fire 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 the 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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(8)
ITT DESTINATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and
Associate General Counsel
HARTFORD FIRE
INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
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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