EMPLOYEE BENEFITS AGREEMENT
This EMPLOYEE BENEFITS AGREEMENT (the "Agreement") is dated as of
_________________ ___, 1998 by and between United Wisconsin Services, Inc.,
("UWS") a Wisconsin corporation, and Newco/UWS, Inc. ("Newco/UWS"), a Wisconsin
corporation, which is a newly created corporation.
WHEREAS, the Board of Directors of UWS has decided to transfer certain
business and subsidiaries to Newco/UWS, distribute all of the stock of Newco/UWS
to the shareholders of UWS in a transaction intended to qualify under Section
355 of the Code (the "Distribution") and change the name of UWS to American
Medical Security Group, Inc. ("AMSG");
WHEREAS, in connection with the Distribution, UWS, and Newco/UWS desire to
provide for the allocation of assets and liabilities and other matters relating
to employee benefit plans and compensation arrangements;
WHEREAS, in connection with the Distribution, all of the employees
currently employed by UWS will become employees of Newco/UWS and it is therefore
appropriate to transfer sponsorship of substantially all benefit plans sponsored
by UWS to Newco/UWS;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained in this Agreement, UWS and Newco/UWS agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the term defined):
1. AMSG DIRECTOR: any director of AMSG immediately after the Distribution
Date.
2. AMSG EMPLOYEE: any individual who immediately after the Distribution Date
is an employee of a member of the AMSG Group.
3. AMSG FORMER EMPLOYEE: any terminated employee of an employer in the AMSG
Group or any predecessor of such employer other than a Newco/UWS Former
Employee.
4. AMSG GROUP: AMSG and the Subsidiaries of AMSG after the Distribution Date.
5. AMSG INDEMNITEE: each member of the AMSG Group and each of their
respective directors, officers, employees and agents (but only in their
capacities as such) and each of the heirs, executors, successors and assigns of
any of the foregoing.
6. AMSG SUBSIDIARY: any subsidiary of AMSG after the Distribution Date.
7. BCBSUW: Blue Cross & Blue Shield United of Wisconsin.
8. BENEFIT PLAN: any Plan, existing on or prior to the Distribution Date
which was established by UWS or any member of the AMSG Group or the Newco/UWS
Group, or any predecessor or affiliate of any of the foregoing, to which UWS or
any member of the AMSG Group or the Newco/UWS Group contributes, has
contributed, is required to contribute or has been required to contribute, or
under which any employee, former employee, director or former director of any
member of the AMSG Group or the Newco/UWS Group or any predecessor or affiliate
of the foregoing, or any beneficiary thereof is covered, is eligible for
coverage or has benefits rights.
9. CODE: the Internal Revenue Code of 1986, as amended.
10. CURRENT PLAN YEAR: the plan year during which the Distribution Date
occurs.
11. DEFERRED COMPENSATION PLANS: the United Wisconsin Services, Inc. Voluntary
Deferred Compensation Plan, the UWSI Deferred Compensation Plan for Directors,
the Xxxxxx X. Xxxxx Supplemental Compensation Agreement, the Xxxxxx X. Xxxxxx
Employment and Noncompetition Agreement and any other deferred compensation
plans funded through the Deferred Compensation Trust.
12. DEFERRED COMPENSATION TRUST: the United Wisconsin Services, Inc. Deferred
Compensation Trust.
13. DISTRIBUTION DATE: the date on which the Distribution is effected.
14. ERISA: the Employee Retirement Income Security Act of 1974, as amended.
15. GROUP: the AMSG Group or the Newco/UWS Group.
16. LIABILITY: any debt, liability or obligation, whether absolute or
contingent, matured or unmatured, liquidated or unliquidated, accrued or
unaccrued, known or unknown, whenever arising, and whether or not the same would
properly be reflected on a balance sheet, and all costs and expenses related
thereto.
17. NEWCO/UWS COMMON STOCK: the common stock, no par value per share, of
Newco/UWS.
18. NEWCO/UWS DIRECTOR: any director of UWS prior to the Distribution Date or
of Newco/UWS after the Distribution Date.
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19. NEWCO/UWS EMPLOYEE: any individual who immediately after the Distribution
Date is an employee of Newco/UWS.
20. NEWCO/UWS FORMER EMPLOYEE: any former employee of UWS or any Newco/UWS
Subsidiary or any predecessor of the foregoing who was terminated on or prior to
the Distribution Date.
21. NEWCO/UWS GROUP: Newco/UWS and the corporations which are Newco/UWS
Subsidiaries after the Distribution Date.
22. NEWCO/UWS INDEMNITEE: Each member of the Newco/UWS Group and each of
their respective directors, officers, employees and agents (but only in their
capacities as such) and each of the heirs, executors, successors and assigns of
any of the foregoing.
23. NEWCO/UWS SUBSIDIARY: any Subsidiary of Newco/UWS after the Distribution.
24. OTHER BENEFIT PLAN: any Benefit Plan sponsored or maintained by UWS prior
to the Distribution Date other than a Transferred Retirement Plan, a Welfare
Plan, the UWS Nonqualified Compensation Plans, the UWS SAR Plan, the UWS Stock
Option Plans, the Supplemental Retirement Plan and the Deferred Compensation
Plan.
25. PERSON: an individual, a partnership, a joint venture, a corporation, a
limited liability company, a trust, an unincorporated organization or a
government or any department or agency thereof.
26. PLAN: any bonus, incentive compensation, deferred compensation, pension,
profit sharing, retirement, stock option, stock purchase, stock ownership, stock
appreciation rights, phantom stock, leave of absence, layoff, vacation, day or
dependent care, legal services, cafeteria, life, health (including medical,
dental and vision care), accident, disability, severance pay, separation,
workers' compensation, travel, accident or other employee benefit plan,
practice, policy or arrangement of any kind (including, but not limited to, any
"employee benefit plan" (within the meaning of Section 3(3) of ERISA)).
27. SUBSIDIARY: a corporation more than 50% of the voting power of whose
outstanding voting securities are beneficially owned directly or indirectly by
another specified corporation.
28. SUPPLEMENTAL RETIREMENT PLAN: the UWSI/BCBSUW Supplemental Executive
Retirement Plan.
29. TRANSFERRED RETIREMENT PLANS: the UWSI/BCBSUW Salaried Pension Plan, the
UWSI/BCBSUW Hourly Pension Plan, the UWSI/BCBSUW 401(k) Plan and the UWSI/BCBSUW
Union Employees 401(k) Plan.
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30. UWS COMMON STOCK: the Common Stock, no par value per share, of UWS.
31. UWS NONQUALIFIED COMPENSATION PLANS: the nonqualified profit sharing plan
and management incentive plan currently maintained by UWS for its employees.
32. UWS SAR PLAN: the United Wisconsin Services, Inc. 1992 Stock-Appreciation
Rights Plan.
33. UWS STOCK OPTION PLANS: the United Wisconsin Services, Inc. Equity
Incentive Plan and the 1995 Directors Stock Option Plan of United Wisconsin
Services, Inc.
34. WELFARE PLAN: any Plan which provides medical, health, disability,
accident, life insurance, death, dental or other welfare benefits, including any
post-employment benefits or retiree medical, life insurance or other such
benefits.
SECTION 2. OFFERS OF EMPLOYMENT; ASSUMPTION OF EMPLOYMENT AND
SEVERANCE
(a) On or prior to the Distribution Date, Newco/UWS shall offer to employ
each employee employed by UWS immediately prior to the Distribution Date. The
employees to be offered employment by Newco/UWS shall include all active and
inactive employees, including all employees laid-off, disabled or on leave of
absence, unless their employment with UWS has been terminated prior to the
Distribution Date. Newco/UWS is not obligated to employ any such employees of
UWS who decline employment with Newco/UWS, and AMSG shall not be obligated to
continue the employment of such employees. The Distribution shall not affect
the employment of any employee of a UWS subsidiary or a Newco/UWS Subsidiary.
(b) Newco/UWS and UWS agree that with respect to individuals who, in
connection with the Distribution, cease to be employees of UWS and become
employees of Newco/UWS, such cessation shall not be deemed a severance of
employment from either Group for purposes of any agreement that provides for the
payment of severance, salary continuation or similar benefits or stock
repurchase rights in connection with the Distribution, if and to the extent
appropriate.
(c) Newco/UWS shall have no responsibility or Liability whatsoever with
respect to the April 7, 1998 Employment Agreement between Xxxxxx X. Xxxxxx, UWS
and American Medical Security Holdings, Inc.
(d) Newco/UWS shall assume and be solely responsible for, and shall
indemnify AMSG against, all Liabilities and obligations whatsoever in connection
with claims made by or on behalf of Newco/UWS Employees or Newco/UWS Former
Employees relating
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to the termination or alleged termination of any such person's employment either
before, on or after the Distribution Date.
(e) Newco/UWS shall assume and be solely responsible for any collective
bargaining agreements covering any Newco/UWS Employee and shall indemnify AMSG
against all Liabilities and obligations whatsoever in connection with such
collective bargaining agreements.
SECTION 3. GENERAL PRINCIPLES
Except as otherwise provided in this Employee Benefits Agreement, as of the
Distribution Date:
(a) Newco/UWS will assume sponsorship of, and all liability under
(either singly or jointly with BCBSUW), all Benefit Plans and all other
plans, programs, policies and arrangements sponsored by UWS (or sponsored
jointly by UWS and BCBSUW) prior to the Distribution Date (including all
funding vehicles). All UWS Subsidiaries will retain sponsorship of all
Benefit Plans sponsored by them prior to the Distribution Date. All
Newco/UWS Subsidiaries will retain sponsorship of all Benefit Plans sponsored
by them prior to the Distribution Date.
(b) Newco/UWS will assume liability for employment-related claims
(including, but not limited to, harassment and discrimination) regardless of
when filed with respect to all Newco/UWS Employees, regardless of whether the
claimant was, prior to the Distribution Date, a UWS employee.
(c) Except as otherwise provided herein, as of the Distribution Date,
all benefit Liabilities relating to Newco/UWS Former Employees will be assumed
by Newco/UWS.
(d) Except as otherwise provided herein, the AMSG Group shall be solely
responsible for the payment of all Liabilities whatsoever arising with respect
to any AMSG Employee or AMSG Former Employee and attributable to any period on
and subsequent to the Distribution Date and the Newco/UWS Group shall be solely
responsible for the payment of all Liabilities whatsoever arising with respect
to any Newco/UWS Employee or Newco/UWS Former Employee and attributable to any
period on and subsequent to the Distribution Date.
(e) Unless otherwise provided herein, no provision of this Agreement
will be construed as requiring any member of the Newco/UWS Group or AMSG Group
to continue any plan, program, policy or arrangement for any period of time on
or after the Distribution.
(f) Prior to the Distribution Date, both UWS and Newco/UWS will amend
its respective plans, programs, policies and
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arrangements (whether newly established, assumed or retained) to the extent
necessary to reflect the provisions of this Agreement. Prior to the
Distribution Date, UWS and Newco/US shall cooperate with each other and shall
take such actions as are necessary to effect Newco/UWS's assumption of the
Benefit Plans, including, but not limited to, actions necessary to assign to
Newco/UWS insurance contract service agreements and any other contracts relating
to such Benefit Plans.
SECTION 4. UWS NONQUALIFIED COMPENSATION PLANS
(a) Newco/UWS shall assume sponsorship of the UWS Nonqualified
Compensation Plans and shall be responsible for the payment of all Liabilities
under such plans and shall indemnify the AMSG Indemnitees in connection with
such Liabilities.
(b) Newco/UWS shall determine awards for Newco/UWS Employees (and
Newco/UWS Former Employees if applicable) under the UWS Nonqualified
Compensation Plans and shall make such payments to such Newco/UWS Employees (and
Newco Former Employees if applicable).
(c) For purposes of the UWS Nonqualified Compensation Plans,
individuals who, on the Distribution Date, cease to be employees of UWS and
become Newco/UWS Employees shall not be deemed to have terminated employment
under such plans as a result of becoming Newco/UWS Employees.
SECTION 5. STOCK OPTIONS AND SARS
(a) AMSG shall take all action necessary to amend (if necessary), or
otherwise provide for adjustments of outstanding awards under the UWS Stock
Option Plans, so that each outstanding UWS option awarded to an AMSG Employee,
an AMSG Former Employee or an AMSG Director other than Xxxxxx X. Xxxxxx
("Xxxxxx"), Xxxxxx X. Xxxxxx ("Xxxxxx") and Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx"),
will be adjusted effective as of the Distribution Date by multiplying the number
of shares of UWS Common Stock subject to the option by the AMSG Adjustment
Factor and dividing the exercise price per share of the option by the AMSG
Adjustment Factor. For these purposes, the "AMSG Adjustment Factor" is defined
as the quotient obtained by dividing (x) the closing market price of UWS Common
Stock on the Distribution Date by (y) the closing market price of AMSG Common
Stock on the day immediately following the Distribution Date. Each outstanding
UWS option granted to a Newco/UWS Employee, a UWS Former Employee or a Newco/UWS
Director other than Xxxxxx X. Xxxxx ("Hefty"), Xxxx X. Xxxxxx ("Xxxxxx") and C.
Xxxxxx Xxxxx ("Mordy"), shall be assumed by Newco/UWS under newly established
Newco/UWS Stock Option Plans and converted into options to purchase Newco/UWS
Stock. Except as provided in this Section 5, the Newco/UWS Stock Option Plans
will be substantially similar to the UWS Stock Option Plans and shall not
provide any additional benefits. Outstanding UWS Options awarded to Newco/UWS
Employees, Newco/UWS Former
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Employees and Newco/UWS Directors shall be converted into Newco/UWS Options by
multiplying the number of shares of UWS Stock subject to the Option by the
Newco/UWS Adjustment Factor and dividing the exercise price by the Newco/UWS
Adjustment Factor. For these purposes the "Newco/UWS Adjustment Factor" is
defined as the quotient obtained by dividing (x) the closing market price of UWS
Common Stock on the Distribution Date by (y) the closing market price of
Newco/UWS Common Stock on the day immediately following the Distribution Date.
Newco/UWS shall establish a new stock option plan covering both officers and
directors. All options issued with respect to Newco/UWS Common Stock shall be
issued pursuant to this plan.
(b) Effective as of the Distribution Date, UWS shall take all action
necessary to amend (if necessary) or otherwise provide for adjustments of
outstanding awards under the UWS SAR Plan, so that each outstanding UWS SAR
awarded to an AMSG Employee, an AMSG Former Employee or an AMSG Director will be
adjusted by multiplying the number of shares of UWS Common Stock subject to the
SAR by the AMSG Adjustment Factor and dividing the xxxxx xxxxx per share of the
option by the AMSG Adjustment Factor. Each outstanding UWS SAR granted to a
Newco/UWS Employee, a Newco/UWS Former Employee or a Newco/UWS Director shall be
assumed, effective as of the Distribution Date, by Newco/UWS under a newly
established Newco/UWS SAR Plan and converted into SARS with respect to Newco/UWS
Common Stock. The Newco/UWS SAR Plan will be substantially similar to the UWS
SAR Plan and shall not provide any additional benefits. Outstanding UWS SARS
awarded to Newco/UWS Employees, Newco/UWS Former Employees and Newco/UWS
Directors shall be converted to Newco/UWS SARS by multiplying the number of SARS
by the Newco/UWS Adjustment Factor and dividing the xxxxx xxxxx by the Newco/UWS
Adjustment Factor.
(c) (i) HILLIARD, WEYERS, HEFTY, MORDY & XXXXXX As of the Distribution,
Hilliard, Weyers, Hefty, Mordy & Xxxxxx shall receive, for each option each
currently holds with respect to one share of UWS Common Stock, an option with
respect to one share of AMSG Common Stock and an option with respect to one
share of Newco/UWS Common Stock. The exercise price of each option received
with respect to each share of AMSG Common Stock shall be the exercise price of
the option prior to the Distribution divided by the AMSG Adjustment Factor.
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The exercise price of each option received with respect to Newco/UWS Common
Stock shall be the exercise price of the Option prior to the Distribution
divided by the Newco/UWS Adjustment Factor. (ii) XXXXXX As of the Distribution,
Xxxxxx shall receive, for each option granted to him with respect to one share
of UWS Common Stock on December 6, 1995 an option with respect to one share of
AMSG Common Stock and an option with respect to one share of Newco/UWS Common
Stock. The exercise price of each option received with respect to each share of
AMSG Common Stock shall be the exercise price of the option prior to the
Distribution divided by the AMSG Adjustment Factor. The exercise price of each
option received with respect to Newco/UWS Common Stock shall be the exercise
price of the options prior to the Distribution divided by the Newco/UWS
Adjustment Factor. All other options Xxxxxx has received with respect to UWS
Stock shall be adjusted effective as of the Distribution Date by multiplying the
number of shares of UWS Common Stock subject to the option by the AMSG
Adjustment Factor and dividing the exercise price by the AMSG Adjustment Factor.
(iii) The termination of employment provisions are applicable to any option
received by an individual pursuant to this subsection which is not granted by
the individual's actual employer (or a member of such employer's Group) shall be
based on the individual's termination of employment with his actual employer.
(d) Newco/UWS shall indemnify the AMSG Indemnitees in connection with
any Liabilities assumed by Newco/UWS relating to the UWS Stock Option Plan
and the UWS SAR Plan.
SECTION 6. TRANSFERRED RETIREMENT PLANS
(a) Effective on the Distribution Date, Newco/UWS shall assume
sponsorship (with BCBSUW) of the Transferred Retirement Plans and the related
trusts. Each Transferred Retirement Plan shall continue to provide benefits for
all individuals who, immediately prior to the Distribution Date, were
participants in such Plan. To the extent the benefits were provided prior to
the Distribution Date, Newco/UWS agrees that each such participant shall
continue to be, to the extent applicable, entitled, for all purposes under the
Transferred Retirement Plans (including, without limitation, eligibility,
vesting and benefit accrual), to be credited with the compensation and term of
service credited to such participant as of the Distribution Date under the terms
of the Transferred Retirement Plan as if such service had been rendered to
Newco/UWS and had originally been credited to such participant under the
Transferred Retirement Plan and shall have the same accrued benefit under the
Transferred Retirement Plan immediately following the Distribution Date as was
accrued under the Transferred Retirement Plan as of the Distribution Date. AMSG
shall, as soon as practicable after the Distribution Date, provide Newco/UWS
with such additional information (in the possession of AMSG and not already in
the possession of Newco/UWS) as may be requested by Newco/UWS and necessary in
order for the Newco/UWS Group to assume and administer the Transferred
Retirement Plans. The UWSI/BCBSUW 401(k) Plan shall continue to permit
participants to invest in AMSG Common Stock, as an investment option, through
the 1999 Plan Year.
(b) From and after the Distribution Date, the AMSG Group shall cease to
have any Liability whatsoever with respect to participants under the Transferred
Retirement Plans. The Newco/UWS Group shall assume or retain sole
responsibility for, and shall indemnify the AMSG Indemnitees with respect to,
all Liabilities under the Transferred Retirement Plans.
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SECTION 7. SUPPLEMENTAL RETIREMENT PLANS
Effective as of the Distribution Date, Newco/UWS shall assume the
Supplemental Retirement Plan (with BCBSUW). Newco/UWS represents that each
participant for whom Newco/UWS has assumed liabilities will be credited with the
compensation and term of service credited to such participant as of the
Distribution Date under the Supplemental Retirement Plan, as if such service had
been rendered to Newco/UWS.
SECTION 8. DEFERRED COMPENSATION.
Effective as of the Distribution Date, Newco/UWS shall create new deferred
compensation plans which shall assume all Liabilities with respect to the
Deferred Compensation Plans, except that all Liabilities relating to Xxxxxx X.
Xxxxxx thereunder shall be retained by the existing Deferred Compensation Plans.
Newco/UWS's new deferred compensation plan shall assume liability for the Hefty
Supplemental Compensation Agreement and any other Deferred Compensation Plans
benefiting Newco/UWS Employees or Newco/UWS Directors. All of the assets in the
Deferred Compensation Trust other than the assets attributable to Xxxxxx X.
Xxxxxx'x deferred compensation shall be transferred to a new trust established
by Newco/UWS. Newco/UWS will indemnify the AMSG Indemnitees from and against
all Liabilities in connection with the Deferred Compensation Plans except for
Liabilities with respect to Xxxxxx X. Xxxxxx. AMSG will indemnify the Newco/UWS
Indemnitees from and against all Liabilities with respect to Xxxxxx X. Xxxxxx in
connection with the Deferred Compensation Plans.
SECTION 9. WELFARE PLANS
Effective on or prior to the Distribution Date, Newco/UWS shall assume
sponsorship of and assume all Liabilities in connection with the Welfare
Plans maintained by UWS in which Newco/UWS Employees and Newco/UWS Former
Employees participate including, but not limited to, liability for claims
which are incurred but not reported as of the Distribution Date. In
connection with the foregoing, UWS agrees to provide Newco/UWS with such
information (in the possession of UWS and not already in the possession of
Newco/UWS) as may be requested by Newco/UWS and necessary for the Newco/UWS
Group to assume or establish any such Welfare Plan. Effective as of the
Distribution Date, Newco/UWS shall be responsible for and shall indemnify the
AMSG Indemnitees from and against all Liabilities arising under any Welfare
Plan with respect to claims by Newco/UWS Participants or Newco/UWS Former
Employees for benefits incurred prior to or after the Distribution Date
pursuant to the terms of the applicable Welfare Plan.
SECTION 10. OTHER BENEFIT PLANS
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Xxxxx/XXX shall assume all Other Benefit Plans as of the Distribution
Date. Newco/UWS shall assume and be solely responsible for the payment of all
Liabilities with respect to any Newco/UWS Participant or Newco/UWS Former
Employee unpaid as of and through the Distribution Date under any Other
Benefit Plan. Newco/UWS shall indemnify the AMSG Indemnitees in connection
with all Liabilities assumed by Newco/UWS relating to the Other Benefit Plans.
SECTION 11. TRANSFER OF RESERVES
To the extent that any Liability assumed by any member of the Newco/UWS
Group hereunder is secured by a reserve on the books of UWS, such reserve shall
be transferred to Newco/UWS as soon as practicable on or following the
Distribution Date.
SECTION 12. COMPLETE AGREEMENT
This Agreement, together with the Distribution and Indemnity Agreement, and
the Exhibits hereto, shall constitute the entire agreement between the parties
hereto with respect to the subject matter hereof and shall supersede all
previous negotiations, commitments and writings with respect to such subject
matter.
SECTION 13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of Wisconsin (other than the laws regarding choice of laws and
conflicts of laws) as to all matters, including matters of validity,
construction, effect, performance and remedies.
SECTION 14. NOTICES
All notices, requests, claims, demands and other communications hereunder
(collectively, "Notices") shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by cable,
telegram, telex, telecopy or other standard form of telecommunications, or by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:
If to UWS:
0000 XXX Xxxx.
Xxxxx Xxx, XX 00000
Attn: General Counsel
If to Newco/UWS:
000 X. Xxxxxxxx
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Xxxxxxxxx, XX 00000
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Attn:
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or to such other address as any party hereto may have furnished to the other
parties by a notice in writing in accordance with this Section 15.
SECTION 15. AMENDMENT AND MODIFICATION
This Agreement may be amended, modified or supplemented only by a written
agreement signed by UWS and Newco/UWS.
SECTION 16. SUCCESSORS AND ASSIGNS; NO THIRD-PARTY BENEFICIARIES
This Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the parties hereto and their successors and permitted
assigns, but neither this Agreement nor any of the rights, interests and
obligations hereunder shall be assigned by any party hereto without the prior
written consent of each of the other parties (which consent shall not be
unreasonably withheld). This Agreement is solely for the benefit of the parties
hereto and their Subsidiaries and is not intended to confer upon any other
Persons any rights or remedies hereunder.
SECTION 17. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
SECTION 18. INTERPRETATION
The Section headings contained in this Agreement are solely for the purpose
of reference, are not part of the agreement of the parties hereto and shall not
in any way affect the meaning or interpretation of this Agreement.
SECTION 19. TERMINATION
Notwithstanding any provision hereof, this Agreement may be terminated at
any time prior to the Distribution Date. In the event of such termination, no
party hereto shall have any Liability to any Person by reason of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
NEWCO/UWS, INC.
By:
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XXXXXX XXXXXXXXX SERVICES, INC.
By:
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