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
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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