TAX MATTERS AGREEMENT DATED AS OF [●], 2015 BY AND BETWEEN ENERGIZER HOLDINGS, INC. AND ENERGIZER SPINCO, INC.Tax Matters Agreement • May 11th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [●], 2015, by and between Energizer Holdings, Inc., a Missouri corporation (“EPC”), and Energizer SpinCo, Inc., a Missouri corporation and a wholly owned subsidiary of EPC (“SpinCo”) (collectively, the “Companies” and each a “Company”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 11th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”) is entered into on , 2015 and is effective as of the Effective Time (as defined in the Separation Agreement (defined below)) by and between Edgewell Personal Care Brands LLC (“Edgewell”) and Wilkinson Sword Gmbh, a [ ] (“WS” and, together with Edgewell, the “Licensors”) and Energizer Holdings, Inc., a Missouri corporation formerly known as Energizer SpinCo, Inc. (“Energizer”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 11th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”) is entered into on , 2015 and is effective as of the Effective Time (as defined in the Separation Agreement (defined below)) by and between Energizer Holdings, Inc., a Missouri corporation that, following the Effective Time will be named “Edgewell Personal Care Company” (“Edgewell”), and Energizer Brands, LLC, a Delaware limited liability corporation (“Energizer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 11th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this day of , 2015 between Energizer SpinCo, Inc., a Missouri corporation (the “Company”), and (the “Indemnitee”).
Employee Matters Agreement by and between Energizer Holdings, Inc. (to be known as Edgewell Personal Care Company after the Effective Time) and Energizer SpinCo, Inc. (to be known as Energizer Holdings, Inc. after the Effective Time) Dated as of [●], 2015Matters Agreement • May 11th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
This Employee Matters Agreement is made as of [●], 2015 between Energizer Holdings, Inc. (“Energizer Holdings, Inc.” or “EPC”) and Energizer SpinCo, Inc. (“SpinCo” or “EHP”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN ENERGIZER HOLDINGS, INC. AND ENERGIZER SPINCO, INC. DATED AS OF [●], 2015Transition Services Agreement • May 11th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of [●], 2015, by and between Energizer Holdings, Inc., a Missouri corporation (“Energizer”) and Energizer SpinCo, Inc., a Missouri corporation and wholly owned subsidiary of Energizer (“SpinCo”). Energizer and SpinCo are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
SEPARATION AND DISTRIBUTION AGREEMENT By and Between ENERGIZER HOLDINGS, INC. and ENERGIZER SPINCO, INC. Dated as of [●], 2015Separation and Distribution Agreement • May 11th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2015, by and between ENERGIZER HOLDINGS, INC., a Missouri corporation (“Energizer Holdings, Inc.” or “EPC”), and ENERGIZER SPINCO, INC., a Missouri corporation (“EHP”).
