CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • May 18th, 2023 • Phinia Inc. • Motor vehicle parts & accessories
WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the distraction from the Executive’s personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company, and to provide the Executive with satisfactory and competitive compensation and benefits arrangements upon a Change of Control.
SEPARATION AND DISTRIBUTION AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of [l], 2023Separation and Distribution Agreement • May 18th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [l], 2023, by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in Article I.
TAX MATTERS AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of [l], 2023Tax Matters Agreement • May 18th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware
This TAX MATTERS AGREEMENT (including the schedules hereto, this “Agreement”), is entered into as of [l], 2023 between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”).
ECU SUPPLY AGREEMENT dated as of [l], 2023 by and between [BorgWarner] and [PHINIA]Supply Agreement • May 18th, 2023 • Phinia Inc. • Motor vehicle parts & accessories
(A)BorgWarner Inc. and PHINIA Inc. have entered into a Separation and Distribution Agreement dated as of [l], 2023 (the Separation and Distribution Agreement) which governs the principal transactions required to effect the spin-off of the SpinCo Business (as defined in the Separation and Distribution Agreement) into PHINIA Inc., and provides for certain other agreements that will govern certain matters relating to such spin-off and the relationship of BorgWarner Inc., PHINIA Inc. and their respective subsidiaries following such spin-off.
CONTRACT MANUFACTURING AGREEMENT dated as of [l], 2023 by and between [SUPPLIER] and [RECIPIENT]Contract Manufacturing Agreement • May 18th, 2023 • Phinia Inc. • Motor vehicle parts & accessories
(A)BorgWarner Inc. and PHINIA Inc. have entered into a Separation and Distribution Agreement dated as of [l], 2023 (the Separation and Distribution Agreement) which governs the principal transactions required to effect the spin-off of the SpinCo Business (as defined in the Separation and Distribution Agreement) into PHINIA Inc., and provides for certain other agreements that will govern certain matters relating to such spin-off and the relationship of BorgWarner Inc., PHINIA Inc and their respective subsidiaries following such spin-off.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • May 18th, 2023 • Phinia Inc. • Motor vehicle parts & accessories
THIS EMPLOYEE MATTERS AGREEMENT (“Employee Matters Agreement”) is executed effective as of [●], 2023, by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (collectively, the “Parties”).
TRANSITION SERVICES AGREEMENT dated as of [•], 2023 by and between BorgWarner Inc. and PHINIA Inc.Transition Services Agreement • May 18th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware
This Transition Services Agreement (the “Agreement”) is made as of [●] (the “Effective Date”) by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (each a “Party” to this Agreement, and together the “Parties”).
ELECTRONICS COLLABORATION AGREEMENT dated as of [●], 2023 by and between BorgWarner PDS (USA) Inc. and PHINIA Technologies Inc.Electronics Collaboration Agreement • May 18th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware
(A)BorgWarner and PHINIA have entered into a Separation and Distribution Agreement dated as of [●], 2023 (the Separation and Distribution Agreement), which governs the principal transactions required to effect the spin-off of the SpinCo Business (as defined in the Separation and Distribution Agreement) into PHINIA, and provides for certain other agreements that will govern certain matters relating to such spin-off and the relationship of BorgWarner, PHINIA and their respective subsidiaries following such spin-off.
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT by and between BORGWARNER INC. and DELPHI TECHNOLOGIES IP LIMITED and PHINIA TECHNOLOGIES, INC. and BORGWARNER LUXEMBOURG OPERATIONS S.A.R.L. Dated as of [l], 2023Cross-License Agreement • May 18th, 2023 • Phinia Inc. • Motor vehicle parts & accessories
This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “IP License Agreement”) dated as of [•], 2023 (“Effective Date”), is by and among BORGWARNER INC. (“Parent”) and DELPHI TECHNOLOGIES IP LIMITED, on the one hand, and PHINIA TECHNOLOGIES, INC. and BORGWARNER LUXEMBOURG OPERATIONS S.À.R.L., on the other hand (collectively, the “Parties,” or each, individually, a “Party”).
