EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2019 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on [●], 2019, between HS Spinco, Inc., a Delaware corporation (the “Company”) and Benjamin Shaw (the “Executive” and collectively with the Company, the “Parties”), and shall be effective as of, and contingent on, the closing of the transactions contemplated by the Agreement and Plan of Merger, dated April 20, 2018, by and among the Company, Henry Schein, Inc., a Delaware corporation, HS Merger Sub, Inc., a Delaware corporation, Direct Vet Marketing Inc., and Shareholder Representative Services LLC (the “Effective Date”). All references herein to the Company shall include the Company’s subsidiaries, where applicable.
TAX MATTERS AGREEMENT BY AND AMONG HARBOR, SPINCO AND VOYAGER DATED AS OF January 7, 2019Tax Matters Agreement • January 8th, 2019 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of January 7, 2019 is entered into by and among Henry Schein, Inc., a Delaware corporation (“Harbor”), HS Spinco, Inc., a Delaware corporation and a direct Subsidiary of Harbor (“Spinco”), and Direct Vet Marketing, Inc., a Delaware corporation (“Voyager”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Voyager Stockholders (the “Voyager Stockholders’ Representative” and, together with Harbor, Spinco and Voyager, the “Parties”). Any capitalized term used herein without definition shall have the meaning given to it in the Contribution and Distribution Agreement.
