CREDIT AGREEMENT dated as of January 11, 2022 among UL INC., as Parent, UL LLC, as Borrower, VARIOUS FINANCIAL INSTITUTIONS, JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and BANK OF AMERICA, N.A., as...Credit Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of January 11, 2022 is among UL Inc., a Delaware corporation (the “Parent”), UL LLC, a Delaware limited liability company (the “Borrower”), various lenders from time to time parties hereto (together with their respective successors and assigns, collectively the “Lenders” and individually each a “Lender”), and Bank of America, N.A., as Administrative Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 20, 2023, by and among UL Solutions Inc., a Delaware corporation (the “Company”), UL LLC, a Delaware limited liability company (the “Guarantor”), and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as the representatives (the “Representatives”) of themselves, BofA Securities, Inc., Wells Fargo Securities, LLC, PNC Capital Markets LLC, U.S. Bancorp Investments, Inc. and WauBank Securities LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 6.500% Senior Notes due 2028 (the “Senior Notes”) pursuant to the Purchase Agreement (as defined below).
UL INC. LONG-TERM INCENTIVE PLAN EXECUTIVE AWARD AGREEMENT (CASH SETTLED APPRECIATION RIGHTS)Executive Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Delaware
UL Inc. (the “Company”) hereby grants to the individual referenced in the electronic grant statement (the “Executive”), pursuant to Section 2.1 of the UL Inc. Long-Term Incentive Plan, as amended and restated from time to time (the “Plan”), an Award consisting of Cash Settled Appreciation Rights (“CSARs”). The Award Date, Expiration Date, Base Price, and number of CSARs under this Award are provided in the Executive’s electronic grant statement and incorporated into this Agreement. Capitalized terms not defined herein have the respective meanings specified in the Plan.
UL INC. LONG-TERM INCENTIVE PLAN PERFORMANCE CASH AWARD AGREEMENTPerformance Cash Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Delaware
UL Inc. (the “Company”) hereby grants to the individual referenced in the electronic grant statement (the “Executive”), pursuant to Section 3.1 of the UL Inc. Long-Term Incentive Plan, as amended and restated from time to time (the “Plan”), a Performance Cash Award (the “Award”). The Award Date, Performance Period, Performance Metrics, and value payable at Target and other levels of performance under this Award are provided in the Executive’s electronic grant statement and incorporated into this Agreement. Capitalized terms not defined herein have the respective meanings specified in the Plan.
LICENSE AGREEMENTLicense Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Illinois
THIS LICENSE AGREEMENT (this “Agreement”), is made and entered into and effective as of [l], 2023 (the “Effective Date”), by and between UL LLC, a Delaware limited liability company (“UL”), and ULSE Inc., a Delaware nonprofit nonstock corporation (“Licensee”). UL and Licensee are each referred to herein as a “Party” and collectively as the “Parties.”
UL SOLUTIONS INC. LONG-TERM INCENTIVE PLAN AMENDMENT TO 2020 EXECUTIVE AWARD AGREEMENT (CASH SETTLED APPRECIATION RIGHTS)Executive Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories
UL Solutions Inc. (formerly known as UL Inc. and referred to hereinafter as the “Company”) hereby amends the Agreement memorializing the 2020 grant to the employee referenced in the electronic grant statement (“Executive”), pursuant to Section 2.1 of the UL Solutions Inc. Long-Term Incentive Plan (as amended and restated effective January 1, 2020 and subsequently amended effective as of the Conversion Date) (formerly known as the UL Inc. Long-Term Incentive Plan and referred to hereinafter as the “2020 Plan”), of an Award of CSARs (the “2020 Award”), effective as of the Conversion Date (the “Amendment”). Capitalized terms not defined herein have the respective meanings specified in the Agreement and, to the extent not defined in therein, the 2020 Plan (as amended).
UL SOLUTIONS INC. 2023 LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Illinois
THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into and effective _________, ____ (the “Grant Date”) by and between UL Solutions Inc. (formerly UL Inc.), a Delaware corporation (the “Company”), and ___________________________ (“Participant”).
UL INC. LONG-TERM INCENTIVE PLAN EXECUTIVE AWARD AGREEMENT (CASH SETTLED APPRECIATION RIGHTS)Executive Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Delaware
UL Inc. (the “Company”) hereby grants to the individual referenced in the electronic grant statement (the “Executive”), pursuant to Section 2.1 of the UL Inc. Long-Term Incentive Plan, as amended and restated from time to time (the “Plan”), an Award consisting of Cash Settled Appreciation Rights (“CSARs”). The Award Date, Expiration Date, Base Price, and number of CSARs under this Award are provided in the Executive’s electronic grant statement and incorporated into this Agreement. Capitalized terms not defined herein have the respective meanings specified in the Plan.
UL SOLUTIONS INC. LONG-TERM INCENTIVE PLAN AMENDMENT TO 2019 EXECUTIVE AWARD AGREEMENT (CASH SETTLED APPRECIATION RIGHTS)Executive Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories
UL Solutions Inc. (formerly known as UL Inc. and referred to hereinafter as the “Company”) hereby amends the Agreement memorializing the April 2019 grant to the employee referenced in the electronic grant statement (“Executive”), pursuant to Section 2.1 of the UL Solutions Inc. Long-Term Incentive Plan (as amended and restated effective January 1, 2019 and subsequently amended effective as of the Conversion Date) (formerly known as the UL Inc. Long-Term Incentive Plan and referred to hereinafter as the “2019 Plan”), of an Award of CSARs (the “2019 Award”), effective as of the Conversion Date (the “Amendment”). Capitalized terms not defined herein have the respective meanings specified in the Agreement and, to the extent not defined in therein, the 2019 Plan (as amended).
UL SOLUTIONS INC. 2023 LONG-TERM INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENTEmployee Restricted Stock Unit Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Illinois
THIS EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into and effective _________, ____ (the “Grant Date”) by and between UL Solutions Inc. (formerly UL Inc.), a Delaware corporation (the “Company”), and ___________________________ (“Participant”).
UL SOLUTIONS INC. 2023 LONG-TERM INCENTIVE PLAN EMPLOYEE PERFORMANCE SHARE UNIT AWARD AGREEMENTEmployee Performance Share Unit Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Illinois
THIS EMPLOYEE PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into and effective _________, ____ (the “Grant Date”) by and between UL Solutions Inc. (formerly UL Inc.), a Delaware corporation (the “Company”), and _________________________ (“Participant”).
UL SOLUTIONS INC. 2023 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Illinois
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered into and effective _________, ____ (the “Grant Date”) by and between UL Solutions Inc., a Delaware corporation (the “Company”), and ___________________________ (“Participant”).
UL STANDARDS ACCESS AND LICENSE AGREEMENTUl Standards Access and License Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Illinois
THIS UL STANDARDS ACCESS AND LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of December 1, 2021 (the “Effective Date”), by and between ULSE Inc., a Delaware nonprofit nonstock corporation (“Licensor”) and UL LLC, a Delaware limited liability company (“Licensee”). Licensor and Licensee are each referred to herein as a “Party” and collectively as the “Parties.”
UL INC. LONG-TERM INCENTIVE PLAN EXECUTIVE AWARD AGREEMENT (CASH SETTLED APPRECIATION RIGHTS)Executive Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Delaware
UL Inc. (the “Company”) hereby grants to the employee referenced in the electronic grant statement (the “Executive”), pursuant to Section 2.1 of the UL Inc. Long-Term Incentive Plan, as amended and restated effective January 1, 2019 (the “2019 Plan”), an Award consisting of Cash Settled Appreciation Rights (“CSARs”). The Award Date, Expiration Date, Base Price, and number of CSARs under this Award are provided in the Executive’s electronic grant statement and incorporated into this Agreement. Capitalized terms not defined herein have the respective meanings specified in the 2019 Plan.
UL INC. LONG-TERM INCENTIVE PLAN EMPLOYEE AWARD AGREEMENT (CASH STOCK APPRECIATION RIGHTS)Employee Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Delaware
UL Inc. (the “Company”) hereby grants to the employee referenced in the electronic grant statement (the “Employee”), an employee of the Company or an Affiliate, pursuant to Section 2.1 of the UL Inc. Long-Term Incentive Plan (the “Plan”), an award consisting of Cash Stock Appreciation Rights. The date of grant, Base Price, expiration date and the number of Cash Stock Appreciation Rights (“CSARs”) are provided in the Employee’s electronic grant statement and incorporated into this Agreement. Capitalized terms not defined herein have the respective meanings specified in the Plan.
AMENDED AND RESTATED JOINT VENTURE CONTRACT between CHINA CERTIFICATION & INSPECTION (GROUP) CO., LTD. and UL LLC Dated October 28, 2022Joint Venture Contract • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories
PAGE ARTICLE 1 DEFINITIONS AND INTERPRETATION 1 ARTICLE 2 PARTIES; REPRESENTATIONS AND WARRANTIES 2 ARTICLE 3 PURPOSE AND BUSINESS SCOPE 2 ARTICLE 4 THE COMPANY 3 ARTICLE 5 TOTAL INVESTMENT AND REGISTERED CAPITAL 4 ARTICLE 6 RESPONSIBILITIES OF EACH PARTY; ANCILLARY AGREEMENTS 6 ARTICLE 7 KNOW-HOW LICENSE 11 ARTICLE 8 TRADEMARKS/SERVICE MARKS, CORPORATE NAME AND CONFIDENTIALITY 11 ARTICLE 9 SHAREHOLDERS’ MEETING 13 ARTICLE 10 BOARD OF DIRECTORS 15 ARTICLE 11 SUPERVISORS 19 ARTICLE 12 MANAGEMENT 20 ARTICLE 13 ANNUAL OPERATING PLANS AND BUDGET PLANS 21 ARTICLE 14 PROCUREMENT OF SUPPLIES 22 ARTICLE 15 FOREIGN EXCHANGE 22 ARTICLE 16 LABOR MANAGEMENT 22 ARTICLE 17 FINANCIAL AFFAIRS, TAXATION AND AUDITING 23 ARTICLE 18 DURATION OF THE JOINT VENTURE 24 ARTICLE 19 TRANSFER OF EQUITY INTERESTS 24 ARTICLE 20 TERMINATION AND LIQUIDATION 25 ARTICLE 21 LIABILITIES FOR BREACH OF CONTRACT 30 ARTICLE 22 APPLICABLE LAW 30 ARTICLE 23 FORCE MAJEURE 31 ARTICLE 24 INSURANCE 31 ARTICLE 25 COMPLIANCE; ANTI-B
August 21, 2019Offer of Employment • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Illinois
We are very pleased to extend this offer of employment to you (“you” or “Executive”) on the following terms of this letter agreement (“Agreement”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [l], 2023, is by and between UL Solutions Inc., a Delaware corporation (the “Company”), and its parent company, ULSE Inc., a Delaware nonprofit nonstock corporation (“ULSE”).
UL INC. LONG-TERM INCENTIVE PLAN EMPLOYEE AWARD AGREEMENTEmployee Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Delaware
UL Inc. (the “Company”) hereby grants to the employee referenced in the electronic grant statement (the “Employee”), an employee of the Company or an Affiliate, pursuant to Section 2.1 of the UL Inc. Long-Term Incentive Plan (the “Plan”), an award consisting of Cash Stock Appreciation Rights. The Award Date, Base Price, and number of Cash Stock Appreciation Rights (“CSARs”) are provided in the Employee’s electronic grant statement and incorporated into this Agreement. Capitalized terms not defined herein have the respective meanings specified in the Plan.
UL SOLUTIONS INC. LONG-TERM INCENTIVE PLAN AMENDMENT TOPerformance Cash Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories
UL Solutions Inc. (formerly known as UL Inc. and referred to hereinafter as the “Company”) hereby amends the Agreement memorializing the March 2021 grant to the employee referenced in the electronic grant statement (“Executive”), pursuant to Section 2.1 of the UL Solutions Inc. Long-Term Incentive Plan (as amended and restated effective January 1, 2020 and subsequently amended effective as of the Conversion Date) (formerly known as the UL Inc. Long-Term Incentive Plan and referred to hereinafter as the “2020 Plan”), of a Performance Cash Award (the “2021 Award”), effective as of the Conversion Date (the “Amendment”). Capitalized terms not defined herein have the respective meanings specified in the Agreement and, to the extent not defined in therein, the 2020 Plan (as amended).
STOCKHOLDER AGREEMENT OF UL SOLUTIONS INC.Stockholder Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • Delaware
THIS STOCKHOLDER AGREEMENT, dated as of [l], 2023 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and between UL Solutions Inc., a Delaware corporation (the “Corporation”), and ULSE Inc., a Delaware nonprofit nonstock corporation (“ULSE”). Certain terms used in this Agreement are defined in Section 7.
UL INC. LONG-TERM INCENTIVE PLAN AMENDMENT TO (CASH SETTLED APPRECIATION RIGHTS)Executive Award Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories
UL Inc. (the “Company”) hereby amends the Agreement memorializing the 2019 grant to the employee referenced in the electronic grant statement (“Executive”), pursuant to Section 2.1 of the UL Inc. Long-Term Incentive Plan (as amended and restated effective January 1, 2019) (the “2019 Plan”), of an Award of CSARs (the “2019 Award”), effective as of the date of acceptance by the Executive pursuant to Section 1 hereof (the “Amendment”). In accordance with IRS Notice 2010-6, this Amendment is intended to align the 2019 Plan and the Agreement with the requirements of Section 409A of the Code, insofar as they apply to the 2019 Award. Capitalized terms not defined herein have the respective meanings specified in the Agreement and, to the extent not defined in therein, the 2019 Plan.
UL SOLUTIONS INC. LONG-TERM INCENTIVE PLAN AMENDMENT TO (CASH STOCK APPRECIATION RIGHTS)Employee Award Agreement (Cash Stock Appreciation Rights) • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories
UL Solutions Inc. (formerly known as UL Inc. and referred to hereinafter as the “Company”) hereby amends the Agreement memorializing the April 2016 grant to the employee referenced in the electronic grant statement (“Employee”), pursuant to Section 2.1 of the UL Solutions Inc. Long-Term Incentive Plan (as amended and restated effective January 1, 2016 and subsequently amended effective as of the Conversion Date) (formerly known as the UL Inc. Long-Term Incentive Plan and referred to hereinafter as the “2016 Plan”), of an Award of CSARs (the “2016 Award”), effective as of the Conversion Date (the “Amendment”). Capitalized terms not defined herein have the respective meanings specified in the Agreement and, to the extent not defined in therein, the 2016 Plan (as amended).
UL SOLUTIONS INC. UL LLC as Guarantor INDENTURE Dated as of October 20, 2023 COMPUTERSHARE TRUST COMPANY, N.A. as TrusteeIndenture • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • New York
INDENTURE dated as of October 20, 2023, among UL SOLUTIONS INC., a corporation organized under the laws of Delaware (the “Company”), UL LLC, a limited liability company organized under the laws of Delaware, as the Guarantor (as defined below) hereunder, and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
UL SOLUTIONS INC. UL LLC as Guarantor FIRST SUPPLEMENTAL INDENTURE Dated as of October 20, 2023 to INDENTURE Dated as of October 20, 2023 COMPUTERSHARE TRUST COMPANY, N.A. as TrusteeFirst Supplemental Indenture • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 20, 2023 (this “First Supplemental Indenture”), to the Indenture, dated as of October 20, 2023 (the “Original Indenture”), among UL SOLUTIONS INC., a corporation organized under the laws of Delaware (the “Company”), UL LLC, a limited liability company organized under the laws of Delaware, as guarantor (the “Guarantor”) and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
EMPLOYMENT CONTRACTEmployment Agreement • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories
between UL International Demko A/S (CVR No. 19 19 55 97) Lyskaer 8 2730 Herlev Denmark (hereinafter the "Company") A wholly owned subsidiary of Underwriters Laboratories Inc. ("UL") and Gitte Schjøtz (hereinafter the "Employee")
UL SOLUTIONS INC. LONG-TERM INCENTIVE PLAN AMENDMENT TO (CASH STOCK APPRECIATION RIGHTS)Employee Award Agreement (Cash Stock Appreciation Rights) • November 13th, 2023 • UL Solutions Inc. • Services-testing laboratories
UL Solutions Inc. (formerly known as UL Inc. and referred to hereinafter as the “Company”) hereby amends the Agreement memorializing the April 2017 grant to the employee referenced in the electronic grant statement (“Employee”), pursuant to Section 2.1 of the UL Solutions Inc. Long-Term Incentive Plan (as amended and restated effective January 1, 2017 and subsequently amended effective as of the Conversion Date) (formerly known as the UL Inc. Long-Term Incentive Plan and referred to hereinafter as the “2017 Plan”), of an Award of CSARs (the “2017 Award”), effective as of the Conversion Date (the “Amendment”). Capitalized terms not defined herein have the respective meanings specified in the Agreement and, to the extent not defined in therein, the 2017 Plan (as amended).
