EMPLOYEE MATTERS AGREEMENT

This Employee Matters Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [FIRST PARTY NAME], (the “COMPANY”) a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [SECOND PARTY NAME], (the “SPINCO”) a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:

[YOUR COMPLETE ADDRESS]

WHEREAS, the Company has determined that it would be appropriate, desirable and in the interest of the Company and its shareholders to separate the Transferred Businesses from the Company, pursuant to and in accordance with the previously signed Separation Agreement (the “Separation Agreement”), dated [DATE OF THE AGREEMENT], and previously signed Distribution Agreement, dated [DATE OF THE AGREEMENT], between the Company and the SpinCo and the Company;

WHEREAS, certain individuals who work in or are assigned to the Transferred Businesses and are directly employed by the Company or its Affiliates will receive offers of employment from, or will otherwise become employees of the SpinCo or their Affiliates, pursuant to this Agreement, or by the operation of applicable local laws;

WHEREAS, the Parties hereto wish to set forth their agreements as to certain matters regarding the treatment of, compensation and employee benefits provided to, those Former Employees of the Company or its Affiliates who become the Employees of the SpinCo or their Affiliates as described above, pursuant to the terms of this Agreement or by the operation of applicable local laws.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

DEFINITION

The following terms shall have the following meanings:

“SpinCo” refers to

a type of corporate action where a company "splits off" a section as a separate business or creates a second incarnation, even if the first is still active.

The

mployee

atters

greement is between the parent and a spin-off or carve-out subsidiary company regarding the assignment of employees and the allocation of responsibilities and liabilities between parent and subsidiary relating to such employees

“Affiliate” (including, with a correlative meaning, “affiliated”) means, when used with respect to a specified Person, a Person that directly or indirectly, through one or more

intermediaries, controls, is controlled by or is under common control with such specified Person.

“Agreement” means this Employee Matters Agreement and all amendments made hereto from time to time.

“Benefit Plan” means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, paid time-off, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any “employee benefit plan

”

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“Law” means any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Parties” has the meaning ascribed thereto in the preamble to this Agreement.

“Separation Agreement” shall mean the Separation Agreement

dated [DATE OF THE AGREEMENT]

which is executed by the Parties.

“Welfare Plan” means a plan that provides for health,

wel

fare,

or other insurance benefits.

ASSUMPTION OF LIABILITIES

Except as mutually agreed in writing by the Parties from time to time, and except as expressly provided herein, effective as of

the

Separation Date,

the

SpinCo

assumes and agrees to pay, perform, fulfill and discharge all of the following:

all Liabilities relating to

the

SpinCo

Transferred Employees arising out of their employment with

the

SpinCo

and based on facts occurring on or after the Separation Date; and

all Liabilities relating to, arising out of, or resulting from any other actual or alleged employment relationship of any individual with

the

SpinCo

after the Separation Date, which are based on facts occurring on or after the Separation Date.

Except as specified otherwise in this Agreement or as otherwise mutually agreed upon by the Parties from time to time,

the

Company

shall transfer to

the

SpinCo

amounts equal to trust assets, insurance reserves, and other related assets

as consistent with any applicable

lan transition.

BENEFIT PLANS

Except as otherwise explicitly provided in this Agreement or as may otherwise be provided in accordance with the Separation Agreement, as of the Local Transfer Date or such other date agreed by the Parties, each

SpinCo

Employee (and each of his or her respective dependents and beneficiaries) in the applicable jurisdiction shall cease active participation in, and each applicable member of the

SpinCo

shall cease to be a participating employer in, all

Company

Benefit Plans, and

as of no later than such time,

the

SpinCo

shall have in effect such corresponding

SpinCo

Benefit Plans as are necessary to comply with its obligations pursuant to this Agreement.

Effective upon the Local Transfer Date or such other date agreed by the Parties, except as otherwise explicitly provided in this Agreement or a Local Agreement, (a)

the

SpinCo

shall retain, pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities arising out of or relating to all

SpinCo

Benefit Plans, taking into account a corresponding assumption of Liabilities by the

SpinCo

Benefit Plans with respect to

SpinCo

Employees and Former

SpinCo

Employees that were originally the Liabilities of the corresponding

Company

Benefit Plan

with respect to periods prior to the Local Transfer Date, and (b)

the

Company

shall retain, pay, perform, fulfill and discharge, in due course in full, and be solely responsible for, all Liabilities arising out of or relating to all

Company

Benefit Plans, taking into account the

SpinCo

Benefit Plan’s assumption of Liabilities with respect to

SpinCo

Employees and Former

SpinCo

Employees that were originally the Liabilities of the corresponding

Company

Benefit Plan

with respect to periods prior to the Local Transfer Date. All assets held in trust to fund the

Company

Benefit Plans and all insurance policies funding the

Company

Benefit Plans shall be

Company

Assets, except to the extent explicitly provided otherwise in this Agreement or a Local Agreement.

PAYROLL SERVICES

Except as may otherwise be provided in accordance with this Agreement, on and after the Local Transfer Date or such other date agreed by the Parties, the applicable members of

the

SpinCo

shall be solely responsible for all payroll services, Tax withholding and reporting obligations, and associated government audit assessments and receivables with respect to

SpinCo

Employees and Former

SpinCo

Employees in the applicable jurisdiction.

SEVERENCE

The

SpinCo

shall be solely responsible for all Liabilities, including all statutory or common

aw severance or other separation benefits, any contractual or other termination indemnity, any retirement indemnity, any severance or separation benefits or any other legally or contractually mandated payments (including any compensation or benefits payable during a termination notice period and any payments pursuant to a judgment of a court having jurisdiction over the parties) relating to the termination or alleged termination of any

SpinCo

Employee’s or Former

SpinCo

Employee’s employment, whether occurring prior to, on or after the Local Transfer Date. For the avoidance of doubt, such Liabilities shall include any employer-paid portion of any Employment Taxes and shall be treated as Liabilities of

the

SpinCo

WELFARE PLANS

The

SpinCo

shall establish Welfare Plans to provide welfare benefits to the

SpinCo

Employees (and their dependents and beneficiaries) in each applicable jurisdiction and, as of the applicable Welfare Plan Date, each

SpinCo

Employee (and his or her dependents and beneficiaries) shall cease active participation in the corresponding

Company

Welfare Plan.

The

Company

shall retain and be solely responsible for all Liabilities

in accordance with the applicable

Company

Welfare Plan

for all reimbursement claims (such as medical and dental claims)

and for all non-reimbursement claims (such as life insurance claims), in each case, as incurred and reported by

SpinCo

Employees and Former

SpinCo

Employees (and each of their respective dependents and beneficiaries) under such plans

prior to the applicable Welfare Plan Date.

The

SpinCo

shall retain and be solely responsible for (i) all Liabilities in accordance with the applicable

Company

Welfare Plan for all reimbursement claims (such as medical and dental claims) and for all non-reimbursement claims (such as life insurance claims), in each case, that were incurred by

SpinCo

Employees and Former

SpinCo

Employees (and each of their respective dependents and beneficiaries) under such plans prior to the applicable Welfare Plan Date but not yet reported as of the applicable Welfare Plan Date and (ii) all Liabilities in accordance with the

SpinCo

Welfare Plans for all reimbursement claims (such as medical and dental claims) and for all non-reimbursement claims (such as life insurance claims), in each case, as incurred by

SpinCo

Employees and Former

SpinCo

Employees (and each of their respective dependents and beneficiaries) on or after the applicable Welfare Plan Date; provided that

the

SpinCo

shall reimburse

the

Company

for Liabilities incurred under clause (a) between the Local Transfer Date and the applicable Welfare Plan Date.

EMPLOYEE INCENTIVES

On and after the Local Transfer Date,

the

SpinCo

shall assume and be solely responsible for all Liabilities with respect to any annual bonus or other cash-based incentive awards under any Benefit Plan to any

SpinCo

Employee or Former

SpinCo

Employee in the applicable jurisdiction, including, for the avoidance of doubt, any such awards with respect to

the

Company

fiscal year ending prior to the Distribution.

The

SpinCo

shall be responsible for determining the amounts of all

SpinCo

Incentive Payments that have not been determined prior to the Local Transfer Date, including the extent to which established performance criteria have been met, and shall pay all

SpinCo

Incentive Payments no later than the times provided for under the applicable Benefit Plan. For the avoidance of doubt, any determinations made prior to the Distribution regarding the amounts of any

SpinCo

Incentive Payments shall be subject to

Company

’s prior written approval.

On and after the Local Transfer Date,

the

SpinCo

shall assume and be solely responsible for all Liabilities with respect to any amounts owed to a

SpinCo

Employee under the Retention Bonus

Programs and

shall pay all amounts under the Retention Bonus Programs no later than the times provided for under the applicable Retention Bonus Programs.

POST RETIREMENT HEALTH AND LIFE INSURANCE

The

Company

agrees to allow its Eligible Retiree Medical Employees to participate in, and receive benefits from,

the

Company

’s applicable post-retirement health and life insurance plans upon their eligibility to enroll, unless otherwise required by applicable Law; provided that nothing herein shall prohibit

the

Company

from amending, modifying or terminating such plans or prevent the application of any such amendment, modification or termination to any Eligible Retiree Medical Employee.

With respect to any

SpinCo

Employees and Former

SpinCo

Employees in the Continuing Retiree Medical Jurisdictions

who, immediately prior to the Local Transfer Date, are eligible to participate in the

Company

’s post-retirement health and life insurance plans and have satisfied the eligibility criteria to receive benefits under such plans as in effect on the Local Transfer Date,

the

SpinCo

shall establish, as of the applicable Welfare Plan Date, a

SpinCo

Benefit Plan that provides post-retirement health and life insurance benefits that are comparable to the applicable

Company

Benefit Plan,

the

SpinCo

shall assume and be solely responsible for all Liabilities in accordance with the

SpinCo

Retiree Medical Plans with respect to all such

SpinCo

Employees and Former

SpinCo

Employees in the Continuing Retiree Medical Jurisdictions.

VACATION,

HOLIDAY

, ANNUAL LEAVE AND OTHER LEAVES

On the Local Transfer Date,

the

SpinCo

shall assume and be solely responsible for all Liabilities for vacation, holiday, annual leave and/or other leave accruals and benefits with respect to each

SpinCo

Employee. In addition, (a) for

the

purposes of determining the number of vacation, holiday, annual leave or other leave days to which such

mployee

shall be entitled following the Local Transfer Date,

the

SpinCo

and the applicable members of the

SpinCo

shall assume and honor all such days accrued or earned but not yet taken by such

mployee

, if any, as of the Local Transfer Date and (b) to the extent that such

mployee

are

entitled under any applicable Law or any policy of his or her respective employer that is a member of

Company

, as the case may be, to be paid for any vacation, holiday, annual leave or other leave days accrued or earned but not yet taken by such

mployee

as of the Local Transfer Date,

the

SpinCo

shall assume and be solely responsible for the Liability to pay for such days.

NON-

TERMINATION OF EMPLOYMENT

Except as expressly provided for in this Agreement, no provision of this Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any Employee of either Party or any

ormer, present or future Employee or any of its Affiliates under any Benefit Plan or otherwise, nor shall any such provision be construed as an amendment to any employee benefit plan or other employee compensatory or benefit arrangement. Furthermore, nothing in this Agreement is intended to confer upon any Employee or

ormer Employee of either Party or its Affiliates, any right to continued employment, any recall or similar rights to an Employee on layoff or any type of approved leave, or to change the employment status of any Employee from “at will.”

DATA PRIVACY

The Parties agree that any applicable data privacy Laws and any other obligations of the Parties to maintain the confidentiality of any

Information

relating to

mployees in accordance with applicable Law shall govern the disclosure of Information relating to

mployees among the Parties under this Agreement. The Parties shall use commercially reasonable efforts to ensure that they each have in place appropriate technical and organizational security measures to protect the personal data of

SpinCo

Employees and Former

SpinCo

Employees. Additionally, each Party shall sign any documentation as may be required to comply with applicable data privacy Laws.

TERMINATION

Notwithstanding any provision to the contrary, this Agreement may be

terminated,

and the Distribution abandoned at any time prior to the Effective Time by and in the sole discretion of

Company

without the prior approval of any Person, including

the

SpinCo

In the event of such termination, this Agreement shall become void and no

Party

any of its officers and directors shall have any

iability to any Person by reason of this Agreement. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties.

RELATIONSHIP OF PARTIES

Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained therein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

FORCE MAJEURE

No Party (or any Person acting on its behalf) shall have any

iability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (i) notify the other Parties of the nature and extent of any such Force Majeure condition

and (ii) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

ENTIRE

AGREEMENT

This

greement and the documents referred to or incorporated in it or executed contemporaneously with it, constitute the whole

greement between the parties relating to the subject matter of this

greement, and supersede any

arrangement

, understanding or agreement between them relating to the subject

matter that they cover.

RULES OF CONSTRUCTION

Interpretation of this Agreement shall be governed by the following rules of construction:

words in the singular shall be held to include the plural and vice versa

and words of one gender shall be held to include the other gender as the context requires,

references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules of this Agreement unless otherwise specified,

the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto,

the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified,

the word “or” shall not be exclusive,

references to “written” or “in writing” include in electronic form,

a reference to any Person includes such Person’s successors and permitted assigns.

SEVERABILITY

If any court or competent authority finds that any provision of this

greement (or part of any provision) is void, invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this

greement (and, as the case may be, the remainder of the relevant provision) shall not be affected.

If any void, invalid, unenforceable or illegal provision of this

greement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum deletion necessary to make it legal, valid and enforceable.

SPECIFIC PERFORMANCE

Subject to the provisions of the Separation Agreement, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) of its rights under this Agreement, in addition to any and all other rights and remedies at

aw or in equity, and all such rights and remedies shall be cumulative.

The Parties agree that the remedies at

aw for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss

and that any defense in any action for specific performance that a remedy at

aw would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

AMENDMENT OF AGREEMENT

No provision of this Agreement may be amended or modified except by a written instrument signed by all the Parties. No waiver by any Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and executed by the Party so waiving. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

LANGUAGE AND GOVERNING

LAW

This Agreement shall be governed by and construed and enforced in accordance with the

aws

of the [

STATE/PROVINCE

] of

[STATE/PROVINCE]

, which

shall prevail in the event of any conflict of

the parties

The

parties

hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the parties relating to this Agreement be drafted in English

ALTERNATIVE DISPUTE RESOLUTION

The Parties to this

greement agree to attempt in good faith to resolve any conflicts

disputes, or claims arising out of this Agreement by negotiation between parties. If applicable, Parties agree to consider the utilization of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties.

NOTICES

All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at their respective addresses.

COUNTERPARTS

This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same

greement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of any such Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on [DATE].

COMPANY SPINCO

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

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COMPANY SPINCO

Employee Matters Agreement