This Assignment and Assumption Agreement involves
Title: ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into effective as of March 4, 2016 (the “Effective Date”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation and wholly-owned subsidiary of Manitowoc ParentCo (“SpinCo”).
WHEREAS, Manitowoc ParentCo has entered into an Employment Agreement, dated as of July 28, 2015, with Hubertus M. Muehlhaeuser, pursuant to which Mr. Muehlhaeuser serves as the President and Chief Executive Officer of Spinco (the “CEO Employment Agreement”).
WHEREAS , Manitowoc ParentCo has entered into an Employment Agreement, dated as of November 2015, with John O. Stewart, pursuant to which Mr. Stewart serves as the Senior Vice President and Chief Financial Officer of SpinCo (together with the CEO Employment Agreement, the “Employment Agreements”).
WHEREAS , in connection with Manitowoc ParentCo’s distribution to holders of shares of Manitowoc ParentCo Common Stock of all of the outstanding shares of SpinCo Common Stock (the “Distribution”), Manitowoc ParentCo desires to assign, and SpinCo desires to assume, all of Manitowoc ParentCo’s rights, title and interests in and to, and obligations under, the Employment Agreements.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1. Assignment; Assumption . Effective as of immediately prior to the Distribution (the “Effective Time”), Manitowoc ParentCo hereby assigns, transfers and conveys to SpinCo all of Manitowoc ParentCo’s rights, title and interest in, to and under the Employment Agreements; and SpinCo hereby accepts the assignment f