TAX MATTERS AGREEMENTTax Matters Agreement • February 25th, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of February 25, 2019 among General Electric Company (the “Company”), a New York corporation, on behalf of itself and the members of the Company Group, Transportation Systems Holdings Inc. (“SpinCo”), a Delaware corporation, on behalf of itself and the members of the SpinCo Group, Westinghouse Air Brake Technologies Corporation (“Parent”), a Delaware corporation, on behalf of itself and the members of the Parent Group, and Wabtec US Rail, Inc. (“Direct Sale Purchaser”), a Delaware corporation.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • February 25th, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment
This EMPLOYEE MATTERS AGREEMENT, dated as of February 25, 2019 (this “Agreement”), is entered into by and among General Electric Company, a New York corporation (the “Company”), Transportation Systems Holdings Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“SpinCo”), Westinghouse Air Brake Technologies Corporation, a Delaware corporation (“Parent”), and Wabtec US Rail, Inc., a Delaware corporation and an indirect subsidiary of Parent (“Direct Sale Purchaser”). “Party” or “Parties” means the Company, SpinCo, Parent or Direct Sale Purchaser, as applicable, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meanings set forth in, as applicable, the Separation, Distribution and Sale Agreement by and among the Company, SpinCo, Parent and Direct Sale Purchaser, dated May 20, 2018 and as amended on January 25, 2019 (the “Separation Agreement”), or the Agreement and Plan of Merger by and among the Company,
SHAREHOLDERS AGREEMENTShareholder Agreement • February 25th, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of February 25, 2019, is between Westinghouse Air Brake Technologies Corporation, a Delaware corporation (the “Company”), and General Electric Company, a New York corporation (the “Shareholder” and, together with the Company and each Person that has executed and delivered to the Company a joinder to this Agreement in accordance with Section 5.6, collectively, the “Parties”).
