ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of September 20, 2016, is entered into by and between Ashland Inc., Kentucky corporation (“Ashland” or the “Assignor”), and Ashland Global Holdings Inc., a Delaware corporation (“Ashland Global” or the “Assignee”).
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NOW, THEREFORE, the parties agree as follows:
1. Assignment and Assumption. Effective as of the Effective Time and notwithstanding the Waiver, the Assignor hereby transfers, conveys and assigns to the Assignee, and the Assignee hereby accepts from the Assignor, all of the Assignor’s right, title and interest in, to and under the employee benefit plans and arrangements set forth in Schedule 1 attached hereto (the “Ashland Plans”), and the Assignor hereby transfers, conveys and assigns to the Assignee, and the Assignee hereby assumes, all of the Assignor’s liabilities and obligations with respect to the Ashland Plans and any remaining unallocated reserve of shares of Ashland common stock issuable thereunder.
2. Defined Terms. Unless otherwise indicated, capitalized terms used herein without definitions shall have the meanings specified in the Merger Agreement.
3. Merger Agreement. Nothing in this Agreement, express or implied, is intended to or shall be construed to supersede, modify, replace, amend, rescind, waive, expand or limit in any way the rights of the parties under, and the terms of, the Merger Agreement (as modified by the Waiver). To the extent that any provision of this Agreement conflicts or is inconsistent with the terms of the Merger Agreement (as modified by the Waiver), the Merger Agreement (as modified by the Waiver) shall govern, including with respect to the enforcement of the rights and obligations of the parties to this Agreement.
4. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
5. Binding Effect. This Agreement shall be binding upon the parties hereto and shall inure to the benefit of and be enforceable by each of them and their respective successors and permitted assigns.
6. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any party to this Agreement, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each party.
7. Entire Agreement. This Agreement, together with the Merger Agreement and the Waiver, constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
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8. Further Assurances. Each party shall take such actions and execute such other and further documents as reasonably may be requested from time to time after the Effective Time by any other party to carry out the terms and provisions and intent of this Agreement.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, its rules of conflict of laws notwithstanding.
10. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which shall be deemed to constitute the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
ASSIGNOR | ||||||
ASHLAND INC. | ||||||
By | /s/ Xxxxxxx X. Xxx | |||||
Name: | Xxxxxxx X. Xxx | |||||
Title: | Assistant Secretary | |||||
ASSIGNEE | ||||||
ASHLAND GLOBAL HOLDINGS INC. | ||||||
By | /s/ Xxxxxxx X. Xxx | |||||
Name: | Xxxxxxx X. Xxx | |||||
Title: | Assistant Secretary |
[Signature Page to the Assignment and Assumption Agreement]
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Schedule 1
ASHLAND PLANS
Amended and Restated 2015 Ashland Inc. Incentive Plan
Amended and Restated 2011 Ashland Inc. Incentive Plan
2006 Ashland Inc. Incentive Plan
Ashland Inc. Deferred Compensation Plan for Non-Employee Directors (2005)
Ashland Inc. Deferred Compensation Plan for Employees (2005)
Ashland Inc. Deferred Compensation Plan for Non-Employee Directors
Ashland Inc. Deferred Compensation Plan
Ashland Inc. Leveraged Employee Stock Ownership Plan
Ashland Inc. Employee Savings Plan
International Specialty Products Inc. 401(k) Plan
Ashland Inc. Union Employee Savings Plan (f/k/a Hercules Incorporated Savings and Investment Plan)
Inducement Restricted Stock Award (Wulfsohn)
Inducement Restricted Stock Award (Xxxxxxxxxxxxx)
Hercules Incorporated Amended and Restated Long Term Incentive Compensation Plan
Hercules Incorporated Omnibus Equity Compensation Plan for Non-Employee Directors
Hercules Incorporated 1993 Non-Employee Director Stock Accumulation Deferred Compensation Plan
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