THE SAME AS THE TERMS OF THE CURRENT
SUPPLIER OPTIONS.
THE VALUATION AND DETERMINATION OF THE NUMBER OF SPINCO
OPTIONS AND SUPPLIER OPTIONS WILL BE MADE IN THE SAME MANNER AS DESCRIBED IN
SECTION 6.1(B)(I).
(E)
SPINCO SHALL MAKE SUCH ADDITIONAL AWARDS UNDER THE SPINCO STOCK
INCENTIVE PLAN TO ACTIVE SPINCO EMPLOYEES, CONSULTANTS AND DIRECTORS AS IT IN
ITS SOLE DISCRETION DEEMS APPROPRIATE.
6.2
EMPLOYEE STOCK PURCHASE PLAN.
(A)
EFFECTIVE AS OF THE DISTRIBUTION DATE, SPINCO SHALL ESTABLISH AN
EMPLOYEE STOCK PURCHASE PLAN (THE "SPINCO ESPP") THAT WILL PROVIDE BENEFITS THAT
ARE SIMILAR TO THOSE PROVIDED UNDER THE SUPPLIER EMPLOYEE STOCK PURCHASE PLAN
(THE "SUPPLIER ESPP") IMMEDIATELY BEFORE THE DISTRIBUTION DATE.
(B)
EFFECTIVE AS OF THE DISTRIBUTION DATE, SUPPLIER SHALL AMEND THE
SUPPLIER ESPP TO PROVIDE THAT ANY AMOUNTS CONTRIBUTED BY ACTIVE SPINCO EMPLOYEES
TO THE SUPPLIER ESPP SHALL BE TRANSFERRED TO SPINCO AND SHALL BE APPLIED TO THE
PURCHASE OF SPINCO COMMON STOCK UNDER THE SPINCO ESPP.
THE RIGHTS TO PURCHASE
SUPPLIER COMMON STOCK, WHICH HAVE BEEN EARNED UNDER THE SUPPLIER ESPP SHALL BE
CONVERTED, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN SECTION 6.1(B) AND
APPLICABLE LAW, INTO RIGHTS TO PURCHASE SPINCO COMMON STOCK UNDER THE SPINCO
ESPP EFFECTIVE AS OF THE CLOSING DATE.
THE INITIAL "PURCHASE PERIOD" UNDER THE
SPINCO ESPP WILL END ON THE SAME DATE THAT SUCH PERIOD IS SCHEDULED TO END UNDER
THE SUPPLIER ESPP.
ADDITIONAL PURCHASE PERIODS UNDER THE SPINCO ESPP WILL BE
SUBJECT TO THE TERMS AND CONDITIONS DETERMINED BY SPINCO IN ITS SOLE DISCRETION.
ARTICLE VII
FOREIGN PLANS
7.1
FOREIGN RETIREMENT PLANS.
SUPPLIER AND SPINCO SHALL USE THEIR
REASONABLE BEST EFFORTS SO THAT, AS SOON AS PRACTICABLE AFTER THE DISTRIBUTION
DATE, ALL SUPPLIER FOREIGN PLANS WHICH PROVIDE RETIREMENT BENEFITS SOLELY TO
ACTIVE SPINCO EMPLOYEES AND FORMER SPINCO EMPLOYEES SHALL BE ASSUMED BY SPINCO
TOGETHER WITH ALL RELATED ASSETS AND LIABILITIES AND NEITHER
14
SUPPLIER NOR ANY SUPPLIER GROUP PLAN SHALL RETAIN ANY LIABILITY WITH RESPECT TO
SUCH FOREIGN PLANS.
7.2
FOREIGN WELFARE PLANS.
SUPPLIER AND SPINCO SHALL USE THEIR
REASONABLE BEST EFFORTS, EFFECTIVE AS OF THE DISTRIBUTION DATE, AND TO THE
EXTENT ALLOWED UNDER FOREIGN LAWS, TO HANDLE THE FOREIGN PLANS WHICH PROVIDE
WELFARE BENEFITS IN A MANNER WHICH MIRRORS THE APPROACH OUTLINED IN THIS
AGREEMENT FOR THE VARIOUS EMPLOYEE BENEFIT PLANS.
ARTICLE VIII
ACCOUNTING
8.1
PAYMENT OF AND ACCOUNTING TREATMENT FOR EXPENSES.
(A)
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ALL EXPENSES
(AND THE ACCOUNTING TREATMENT RELATED TO SUCH EXPENSES) RELATED TO LIABILITIES
THROUGH THE DISTRIBUTION DATE REGARDING MATTERS ADDRESSED IN THIS AGREEMENT
SHALL BE HANDLED AND ADMINISTERED IN THE ORDINARY COURSE BY SUPPLIER AND SPINCO
IN ACCORDANCE WITH PAST SUPPLIER ACCOUNTING AND FINANCIAL PRACTICES AND
PROCEDURES PERTAINING TO SUCH MATTERS.
TO THE EXTENT SUCH EXPENSES ARE UNPAID
AS OF THE DISTRIBUTION DATE THAT PERTAIN TO ACTIVE SPINCO EMPLOYEES OR FORMER
SPINCO EMPLOYEES, SPINCO SHALL BE SOLELY RESPONSIBLE FOR SUCH PAYMENT, WITHOUT
REGARD TO ANY ACCOUNTING TREATMENT TO BE ACCORDED SUCH EXPENSE BY SUPPLIER OR
SPINCO ON THEIR RESPECTIVE BOOKS