FORM OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • May 24th, 2018 • Westinghouse Air Brake Technologies Corp • Railroad equipment
This EMPLOYEE MATTERS AGREEMENT, dated as of [●], 201[●] (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 as of May 20, 2018 (the “Separation Agreement”), or the Agreement and Plan of Merger by and among the Company, SpinCo, Parent and Wabtec US Rail H
FORM OF SHAREHOLDERS AGREEMENTForm of Shareholders Agreement • May 24th, 2018 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of [•], 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”).
