FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 23rd, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • Delaware
WHEREAS, qualified persons are reluctant to serve corporations as directors, officers or otherwise unless they are provided with comprehensive indemnification and insurance against claims arising out of their service to and activities on behalf of the corporations; and
FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN AMERICAN STANDARD COMPANIES, INC. AND WABCO HOLDINGS INC. Effective as of [ ]Employee Matters Agreement • May 23rd, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2007 is by and between American Standard Companies Inc., a Delaware corporation (“ASD”), and WABCO Holdings Inc., a Delaware corporation (“WABCO”) (each a Party, and together the “Parties”).
FORM OF TAX SHARING AGREEMENTTax Sharing Agreement • May 23rd, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
This Tax Sharing Agreement (this “Agreement”) is entered into as of [ ], 2007 among American Standard Companies Inc., a Delaware corporation (“ASD”), WABCO Holdings Inc, a Delaware corporation and wholly-owned subsidiary of ASD (“WABCO”), Trane Bermuda L.P., a Bermuda LP treated as a corporation for U.S. federal income tax purposes (“TBLP”), WABCO L.P., a Bermuda limited partnership treated as a corporation for U.S. federal income tax purposes (“WLP”), Trane do Brasil Industria e Comercio de Produtos para Condicionamento de ar Ltda., a Brazilian limited company treated as a disregarded entity for U.S. federal income tax purposes (“Trane Brazil”), and WABCO do Brasil Industria e Comercio de Freios Ltda., a Brazilian company treated as a corporation for U.S. federal income tax purposes (“WABCO Brazil” and, together with ASD, WABCO, TBLP, WLP and Trane Brazil, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 23rd, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
This Transition Services Agreement (the “Services Agreement”) is made as of this day of , 2007 by and between American Standard Companies Inc., a Delaware corporation (“ASD”), and WABCO Holdings Inc., a Delaware corporation (“WABCO”). ASD and WABCO have entered into a Separation and Distribution Agreement dated as of , 2007 (as amended from time to time, the “Separation Agreement”), which sets forth, among other things, the terms of the separation of the VCS Business from ASD, which shall occur in a series of transactions. Prior to the Effective Time, the VCS Business received certain services from and provided certain services to ASD and certain of its Subsidiaries and Affiliates. Each of the ASD and WABCO desires that these services continue to be provided after the Effective Time upon the terms and conditions set forth in this Services Agreement.
ROCKWELL WABCO VEHICLE CONTROL SYSTEMS PARTNERSHIP AGREEMENT Between WABCO AUTOMOTIVE CONTROL SYSTEMS, INC. (a subsidiary of American Standard, Inc.) and ROCKWELL BRAKE SYSTEMS, INC. (a subsidiary of Rockwell International Corporation)Partnership Agreement • May 23rd, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • Delaware
This Partnership Agreement, dated this 9th day of January, 1990 (this “Agreement”), between WABCO Automotive Control Systems, Inc. (“WACS”), a Delaware corporation wholly-owned by American Standard Inc. (“ASI”) and Rockwell Brake Systems, Inc. (“RBS”), a Delaware corporation wholly-owned by Rockwell International Corporation (“RIC”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between AMERICAN STANDARD COMPANIES INC. and WABCO HOLDINGS INC. Dated as of [ ], 2007Separation and Distribution Agreement • May 23rd, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of [ ], 2007, by and between American Standard Companies Inc., a Delaware corporation (“ASD”), and WABCO Holdings Inc., a Delaware corporation (WABCO”) (each a “Party” and together, the “Parties”).
