This Assignment and Assumption Agreement involves
Title: ASSIGNMENT AND ASSUMPTION AGREEMENT
Governing Law: New York Date: 9/21/2016
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Agreement ”) dated as of September 20, 2016, is entered into by and between Ashland Inc., Kentucky corporation (“ Ashland ” or the “ Assignor ”), and Ashland Global Holdings Inc., a Delaware corporation (“ Ashland Global ” or the “ Assignee ”).
WHEREAS the Board of Directors of Ashland (the “ Board ”) has determined to separate Ashland into two independent, publicly traded companies (the “ Separation ”);
WHEREAS in connection with the Separation, the Board has approved a proposal to reorganize Ashland under a new holding company, Ashland Global, to allow Ashland to reincorporate in the State of Delaware and to facilitate the Separation (the “ Reorganization ”);
WHEREAS in connection with the Reorganization, Ashland and Ashland Global have executed an Agreement and Plan of Merger dated as of May 31, 2016 (the “ Merger Agreement ”), by and among Ashland, Ashland Global and Ashland Merger Sub Corp. (“ Merger Sub ”), pursuant to which Merger Sub merges with and into Ashland, with Ashland surviving as a direct, wholly owned subsidiary of Ashland Global (the “ Merger ”);
WHEREAS the Board has submitted the Merger Agreement to the Ashland shareholders for approval and the Ashland shareholders have approved the Merger and the Merger Agreement at a special meeting of Ashland shareholders held on September 7, 2016;
WHEREAS the closing of the Merger will become effective at 8:30 a.m. Eastern Daylight Time on the date hereof (the “ Effective Time ”) upon the filing of the Articles of Merger with the Secretary of State of the State of Kentucky;
WHEREAS as provided in Sections 2.1 and 2.8 of the Merger Agreement, the Assignor has agreed to transfer, convey and assign to the Assignee, and the Assignee has agreed to accept from the Assignor, all of the Assignor’s right, title and interest in, to and under each Ashland equity incentive, deferred compensation and other benefit plan and arrangement and the Assignor has agreed to transfer, convey and assign, and the Assignee has agreed to assume, all of the liabilities and obligations of the Assignor under such plans and arrangements, including (i) all unexercised and unexpired options to purchase shares of Ashland common stock and all stock appreciation rights, performance share awards, restricted share awards, restricted stock equivalents, restricted stock units, common stock units, deferred stock units and other incentive awards and deferrals covering shares of Ashland common stock, whether or not vested that are outstanding under each such plan and arrangement as of the Effective Time and (ii) the remaining unallocated reserve of shares of Ashland common stock issuable under each such plan and arrangement; and
WHEREAS Ashland and Ashland Global have executed the Waiver to the Merger Agreement dated as of September 20, 2016 (the “ Waiver ”), by and between Ashland and Ashland Global, pursuant to which Ashland and Ashland Global have waived the performance of the actions described under Section 2.8 of the Merger Agreement providing for the assumption of Ashland’s other employee benefit plans and arrangements by Ashland Global.
NOW, THEREFORE, the parties agree as follows:
1. Assignment and Assumption . Effective as of the Effective Time and notwithstanding the Waiver, the Assignor hereby transfers, conveys and assigns to the Assignee, and the Assignee hereby accepts from the Assignor, all of the Assignor’s right, title and interest in, to and under the employee benefit plans and arrangements set forth in Schedule 1 attached hereto (the “ Ashland Plans ”), and the Assignor hereby transfers, conveys and assigns to the Assignee, and the Assignee hereby assumes, all of the Assignor’s liabilities and obligations with respect to the Ashland Plans and any remaining unallocated reserve of shares of Ashland common stock issuable thereunder.
2. Defined Terms . Unless otherwise indicated, capitalized terms used herein without definitions shall have the meanings specified in the Merger Agreement.
3. Merger Agreement . Nothing in this Agreement, express or implied, is intended to or shall be construed to supersed