Exhibit 10.3
EMPLOYEE BENEFITS AGREEMENT
between
ACUITY BRANDS, INC.
and ZEP INC.
Dated as of the 31st day of October, 2007
EMPLOYEE BENEFITS AGREEMENT
TABLE OF CONTENTS
ARTICLE I DEFINITIONS AND REFERENCES 2 1.1
DEFINITIONS 2 (a)
Action 2 (b)
Acuity Common Stock 2 (c)
Acuity Executive 2 (d)
Acuity Group 2 (e)
Agreement 2 (f)
Annual Incentive Plan 2 (g)
ASO Contract 3 (h)
Award 3 (i)
Close of the Distribution Date 3 (j)
Code 3 (k)
Conversion Formula 3 (l)
Corporate Office 4 (m)
Deferred Compensation Plans 4 (n)
Distribution 4 (o)
Distribution Agreement 4 (p)
Distribution Date 4 (q)
ERISA 4 (r)
Executive Programs 4 (s)
Foreign Plan 4 (t)
Governmental Authority 5 (u)
Group Insurance Policy 5 (v)
Health and Welfare Plans 5 (w)
HMO 5 (x)
HMO Agreements 5 (y)
Immediately after the Distribution Date 5 (z)
Individual Agreement 5 (aa)
Liabilities 6 (bb)
Long-Term Incentive Plan 6 (cc)
Master Pension Trust 6 (dd)
Master Savings Trust 6 (ee)
Material Feature 6 (ff)
NYSE 7 (gg)
Participating Company 7 (hh)
Person 7 (ii)
Plan 7 (jj)
Reimbursement Plans 7 (kk)
Savings Plan(s) 7 (ll)
SpinCo Business 7 (mm)
SpinCo Common Stock 8 (nn)
SpinCo Group 8 (oo)
SpinCo Mirror Plan 8 (pp)
SpinCo Savings Trust 8
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EMPLOYEE BENEFITS AGREEMENT (qq)
SpinCo Stand-Alone Plan 8 (rr)
Stock Incentive Plan 8 (ss)
Subsidiary 8 (tt)
Transferred Corporate Employee 9 (uu)
Transferred Individual 9 (vv)
Transition Services Agreement 10 1.2
REFERENCES 10
ARTICLE II GENERAL PRINCIPLES 11 2.1
ASSUMPTION OF LIABILITIES 11 2.2
SPINCO GROUP PARTICIPATION IN ACUITY PLANS 11
(a)
Participation in Acuity Plans 11
(b)
Acuity' s General Obligations as Plan Sponsor 11
(c)
SpinCo' s General Obligations as Participating Company 11
(d)
Termination of Participating Company Status 12 2.3
ESTABLISHMENT OR ASSUMPTION OF THE SPINCO PLANS 12
(a)
Assumption of SpinCo Stand-Alone Plans 12
(b)
Establishment of SpinCo Mirror Plans 12 2.4
TERMS OF PARTICIPATION BY TRANSFERRED INDIVIDUALS 12
ARTICLE III DEFINED BENEFIT PLANS 14 3.1
ACUITY PENSION PLANS AND LIABILITIES AND ASSETS 14
ARTICLE IV DEFINED CONTRIBUTION PLANS 15 4.1
SAVINGS PLANS 15
(a)
Assumption of SpinCo Savings Plan and Related Liabilities 15
(b)
Savings Plan Trust 15
(c)
Transfer of Assets 15
(d)
Specific Stock Funds in the Acuity and SpinCo Savings Plans 16
ARTICLE V HEALTH AND WELFARE PLANS 17 5.1
ASSUMPTION OF HEALTH AND WELFARE PLAN LIABILITIES 17
(a)
Assumption by SpinCo 17
(b)
Certain Audit Procedures with Respect to Health and Welfare Plans 17 5.2
VENDOR CONTRACTS 18
(a)
ASO Contracts, Group Insurance Policies, HMO Agreements, and Letters of Understanding 18
(b)
Payment and Effect of Change in Rates 19 5.3
ACUITY SHORT-TERM DISABILITY ARRANGEMENTS 19 5.4
RETIREE LIFE INSURANCE BENEFITS 20 5.5
COBRA AND HIPAA 20 5.6
LEAVE OF ABSENCE PROGRAMS 20 5.7
POST-DISTRIBUTION TRANSITIONAL ARRANGEMENTS 20
(a)
Continuance of Elections, Co-Payments, and Maximum Benefits 20
(b)
Administration 21
(c)
Acuity Reimbursement Plans 22 5.8
APPLICATION OF ARTICLE V TO THE SPINCO GROUP 22
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EMPLOYEE BENEFITS AGREEMENT
ARTICLE VI EXECUTIVE PROGRAMS 24 6.1
ASSUMPTION OF OBLIGATIONS 24
(a)
General 24
(b)
Exceptions 24 6.2
ANNUAL INCENTIVE AWARDS 24 6.3
LONG-TERM INCENTIVE PLAN 24
(a)
Stock Options 24
(b)
Restricted Stock Awards 25
(c)
Restricted Stock Unit Awards 26
(d)
Change in Control Provisions 26 6.4
DEFERRED COMPENSATION PLANS 26
(a)
Establishment of SpinCo Deferred Compensation Plans 26
(b)
Corporate-Owned Life Insurance 27 6.5
SUPPLEMENTAL RETIREMENT BENEFIT PLANS 27 6.6
CHANGE IN CONTROL AGREEMENTS 27 6.7
SEVERANCE AGREEMENTS 27 6.8
EMPLOYMENT AGREEMENTS 28 6.9
NON-EMPLOYEE DIRECTOR BENEFITS 28
(a)
Non-Employee Director Deferred Compensation Plan 28
(b)
Non-Employee Directors' Stock Options 28 6.10
EMPLOYEE STOCK PURCHASE PLAN 28
ARTICLE VII GENERAL 30 7.1
PAYMENT OF AND ACCOUNTING TREATMENT FOR EXPENSES AND BALANCE SHEET AMOUNTS 30
(a)
Expenses 30
(b)
Balance Sheet Amounts 30 7.2
SHARING OF PARTICIPANT INFORMATION 30 7.3
RESTRICTIONS ON EXTENSION OF OPTION EXERCISE PERIODS, AMENDMENT OR MODIFICATION OF OPTION TERMS AND CONDITIONS 31 7.4
REPORTING AND DISCLOSURE AND COMMUNICATIONS TO PARTICIPANTS 31 7.5
PLAN AUDITS 31
(a)
Audit Rights With Respect to Information Provided 31
(b)
Audits Regarding Vendor Contracts 32
(c)
Audit Assistance 32 7.6
BENEFICIARY DESIGNATIONS/RELEASE OF INFORMATION/RIGHT TO REIMBURSEMENT 32 7.7
REQUESTS FOR INTERNAL REVENUE SERVICE RULINGS AND UNITED STATES DEPARTMENT OF LABOR OPINIONS 32 7.8
FIDUCIARY AND RELATED MATTERS 33 7.9
NO THIRD-PARTY BENEFICIARIES; NON-TERMINATION OF EMPLOYMENT 33 7.10
COLLECTIVE BARGAINING 33 7.11
CONSENT OF THIRD PARTIES 33 7.12
FOREIGN PLANS 34 7.13
EFFECT IF DISTRIBUTION DOES NOT OCCUR 34 7.14
RELATIONSHIP OF PARTIES 34
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EMPLOYEE BENEFITS AGREEMENT 7.15 AFFILIATES 34 7.16 DISPUTE RESOLUTION 34 7.17 INDEMNIFICATION 34 7.18 W-2 MATTERS 36 7.19 CONFIDENTIALITY 36 7.20 NOTICES 37 7.21 INTERPRETATION 37 7.22 SEVERABILITY 37 7.23 GOVERNING LAW/EXECUTION 37
APPENDIX A - E
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EMPLOYEE BENEFITS AGREEMENT THIS EMPLOYEE BENEFITS AGREEMENT , dated as of the 31st day of October, 2007, is by and between Acuity Brands, Inc., a Delaware corporation (" Acuity" or the " Corporation" ), and Zep Inc., a Delaware corporation (" SpinCo" ).
WHEREAS, Acuity' s Board of Directors has determined that separation from the Corporation of substantially all of the Corporation' s specialty products assets and business and public ownership of such assets and business is in the best interests of Acuity and its stockholders; and
WHEREAS, Acuity has consolidated the assets and operations of substantially all of the specialty products business owned by it and its Subsidiaries into SpinCo and its Subsidiaries; and
WHEREAS, Acuity intends to accomplish the separation of SpinCo through a distribution of the stock of SpinCo to the stockholders of Acuity that is intended to be tax free pursuant to section 355 of the Internal Revenue Code of 1986, as amended (the " Distribution" ); and
WHEREAS, Acuity and SpinCo have entered into an Agreement and Plan of Distribution, dated as of October 31, 2007 (the " Distribution Agreement" ), and several other agreements that will govern certain matters relating to the Distribution and the relationship of Acuity and SpinCo and their respective Subsidiaries following the Distribution; and WHEREAS, pursuant to the Distribution Agreement, Acuity and SpinCo have agreed to enter into this Agreement for the purpose of allocating assets, liabilities, and responsibilities with respect to certain employee compensation and benefit plans and programs between them.
NOW, THEREFORE, in consideration of the mutual promises contained herein and in the Distribution Agreement, the parties agree as follows:
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EMPLOYEE BENEFITS AGREEMENT
ARTICLE I DEFINITIONS AND REFERENCES
1.1 DEFINITIONS
For purposes of this Agreement, capitalized terms used (other than the formal names of Acuity Plans (as defined below)) and not otherwise defined shall have the respective meanings assigned to them below or as assigned to them in the Distribution Agreement (as defined above):
(a) Action
" Action" means any demand, action, cause of action, suit, countersuit, arbitration, inquiry, proceeding, or investigation by or before any Governmental Authority or any arbitration or mediation tribunal, pending or threatened, known or unknown. (b) Acuity Common Stock
" Acuity Common Stock" has the same meaning as the term " Parent Common Stock" under the Distribution Agreement.
(c) Acuity Executive
" Acuity Executive" means an employee or former employee of a member of the Acuity Group or a member of the SpinCo Group who, as of the Close of the Distribution Date, is or was eligible to participate in or receive a benefit under any Acuity Executive Program.
(d) Acuity Group
" Acuity Group" has the same meaning as the term " Parent Group" under the Distribution Agreement.
(e) Agreement
" Agreement" means this Employee Benefits Agreement, including all the attached Appendices.
(f) Annual Incentive Plan
" Annual Incentive Plan," when immediately preceded by " Acuity" means the Acuity Brands, Inc. Management Compensation and Incentive Plan, and any other short-term compensation, bonus, or incentive compensation programs established or maintained by the Acuity Group. When immediately preceded by " SpinCo," " Annual Incentive Plan" means any short-term compensation, bonus, or incentive compensation programs to be established or maintained by SpinCo pursuant to Section 2.3.
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EMPLOYEE BENEFITS AGREEMENT (g) ASO Contract
" ASO Contract" means an administrative services contract, related prior practice, or related understanding with a third-party administrator that pertains to any Acuity Health and Welfare Plan or any SpinCo Health and Welfare Plan. (h) Award
" Award" means a long-term or short-term award under a Long-Term Incentive Plan or an Annual Incentive Plan or, as the context or facts may require, any other award under another incentive or special bonus, incentive, or award program or arrangement. (i) Close of the Distribution Date
" Close of the Distribution Date" means 11:59 P.M., Eastern Time, on the Distribution Date.
(j) Code
" Code" means the Internal Revenue Code of 1986, as amended, or any successor federal income tax law. Reference to a specific Code provision also includes any proposed, temporary, or final regulation in force under that provision. (k) Conversion Formula
" Conversion Formula" means the appropriate formula which shall be applied in adjusting the exercise price and number of Acuity options under the Acuity Stock Incentive Plans and in determining the exercise price and number of SpinCo options under the SpinCo Stock Incentive Plan. The Conversion Formula for SpinCo options under the SpinCo Stock Incentive Plan shall be based on the closing per share prices of Acuity Common Stock (with a due bill) and SpinCo Common Stock (on a when-issued basis) as traded on the NYSE on the Distribution Date or such other prices as jointly agreed upon by SpinCo and Acuity, and shall be determined and applied in such a manner as to maintain (1) the aggregate spread of such options, which is the difference between the exercise price per share of Acuity Common Stock covered by the option and the price per share of Acuity Common Stock (with a due bill) immediately preceding the Distribution, multiplied by the total number of shares covered by the option; and (2) the ratio of the exercise price per share covered by the option to the price per share of Acuity Common Stock (with a due bill) immediately preceding the Distribution. The Conversion Formula for adjusting Acuity options under the Acuity Stock Incentive Plans shall be based on the closing per share prices of Acuity Common Stock (without giving effect to the dividend) and Acuity Common Stock (after giving effect to the dividend) as traded on the NYSE on the Distribution Date or such other prices as determined by Acuity, and shall be determined and applied in such a manner as to maintain the aggregate spread and exercise price ratio as described in the previous sentence for SpinCo options.
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EMPLOYEE BENEFITS AGREEMENT (l) Corporate Office
" Corporate Office" means the corporate office of Acuity, including certain individuals employed by Acuity Brands, Inc., a Delaware corporation.
(m) Deferred Compensation Plans
" Deferred Compensation Plans," when immediately preceded by " Acuity" means the Acuity Brands, Inc. Supplemental Deferred Savings Plan, Acuity Brands, Inc. 2005 Supplemental Deferred Savings Plan, the Acuity Brands, Inc. Senior Management Benefit Plan, and the Acuity Brands, Inc. Executives' Deferred Compensation Plan. When immediately preceded by " SpinCo," " Deferred Compensation Plans" means the executive deferred compensation plans to be assumed, established or maintained by SpinCo pursuant to Section 2.3.
(n) Distribution
" Distribution" has the meaning given that term under the Distribution Agreement.
(o) Distribution Agreement
" Distribution Agreement" is defined in the preamble of this Agreement.
(p) Distribution Date
" Distribution Date" has the meaning given that term under the Distribution Agreement.
(q) ERISA
" ERISA" means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary, or final regulation in force under that provision. (r) Executive Programs
" Executive Programs," when immediately preceded by " Acuity" means the executive benefit and nonqualified plans, programs, and arrangements established, maintained, agreed upon, or assumed by a member of the Acuity Group for the benefit of employees and former employees of members of the Acuity Group before the Close of the Distribution Date. When immediately preceded by " SpinCo," " Executive Programs" means the executive benefit plans and programs to be established, assumed or maintained by SpinCo or a member of the SpinCo Group, including those plans and programs listed and designated as such in Appendix B.
(s) Foreign Plan
" Foreign Plan," when immediately preceded by " Acuity," means a Plan maintained by the Acuity Group or when immediately preceded by " SpinCo," a plan to be established or which is maintained by the SpinCo Group, in either case for the benefit of employees who are
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EMPLOYEE BENEFITS AGREEMENT
compensated under a payroll which is administered outside the 50 United States, its territories and possessions, and the District of Columbia, including those Plans described in Appendix D.
(t) Governmental Authority
" Governmental Authority" means any federal, state, local, foreign, or international court, government, department, commission, board, bureau, agency, official, or other regulatory, administrative, or governmental authority, including the Department of Labor, the Securities and Exchange Commission, the Internal Revenue Service, and the Pension Benefit Guaranty Corporation.
(u) Group Insurance Policy
" Group Insurance Policy" means a group insurance policy issued in connection with any Acuity Health and Welfare Plan or any SpinCo Health and Welfare Plan, as applicable.
(v) Health and Welfare Plans
" Health and Welfare Plans," when immediately preceded by " Acuity" means the health and welfare benefit plans, programs, and policies (including the Reimbursement Plans) which are sponsored by Acuity. When immediately preceded by " SpinCo," " Health and Welfare Plans" means the benefit plans, programs, and policies (including the Reimbursement Plans) corresponding to those plans, programs, and policies sponsored by Acuity as of the Distribution Date, including those plans, programs, and policies listed in Appendix C to this Agreement which will be sponsored by a member of the SpinCo Group Immediately after the Distribution Date.
(w) HMO
" HMO" means a health maintenance organization that provides benefits under the Acuity Health and Welfare Plans or the SpinCo Health and Welfare Plans, as applicable.
(x) HMO Agreements
" HMO Agreements" means contracts, letter agreements, practices, and understandings with HMOs that provide medical, dental, prescription drug, or vision services under the Acuity Health and Welfare Plans and the SpinCo Health and Welfare Plans, as applicable.
(y) Immediately after the Distribution Date
" Immediately after the Distribution Date" means 12:00 A.M., Eastern Time, on the day after the Distribution Date.
(z) Individual Agreement
" Individual Agreement" means an individual contract or agreement (whether written or unwritten) entered into between a member of the Acuity Group or a member of the SpinCo Group and any employee or individual who will be an employee of, or otherwise assigned to, the
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EMPLOYEE BENEFITS AGREEMENT
SpinCo Group Immediately after the Distribution Date that establishes the right of such individual to special compensation or benefits, special bonuses, supplemental pension benefits, hiring bonuses, loans, guaranteed payments, special allowances, tax equalization payments, special expatriate compensation payments, disability benefits, or other forms of compensation and benefits. (aa) Liabilities
" Liabilities" means any and all losses, claims, charges, debts, premiums, demands, actions, costs, and expenses (including any current or future benefit payments or other entitlements, and administrative and related costs and expenses of any Plan, program, service or consulting agreement, or arrangement), of any nature whatsoever, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whether or not imposed or determined by a court, whenever arising.
(bb) Long-Term Incentive Plan
" Long-Term Incentive Plan," when immediately preceded by " Acuity" means the Acuity Brands, Inc. Long-Term Incentive Plan, as amended and restated, and any other long-term incentive plans established or maintained by a member of the Acuity Group. When immediately preceded by " SpinCo," " Long-Term Incentive Plan" means the long-term incentive plan to be established or assumed by SpinCo pursuant to Section 2.3. (cc) Master Pension Trust
" Master Pension Trust" means the trust evidenced by the Acuity Brands, Inc. Defined Benefit Plans Master Trust Agreement, as amended from time to time, and currently associated with the defined benefit plans that are sponsored by Acuity or one of its affiliates.
(dd) Master Savings Trust
" Master Savings Trust," when immediately preceded by " Acuity," means the trust evidenced by the Acuity Brands, Inc. Defined Contribution Plans Master Trust Agreement, as amended from time to time, and currently associated with the defined contribution plans that are sponsored by Acuity or one of its affiliates.
(ee) Material Feature
" Material Feature" means any feature of a Plan that could reasonably be expected to be of material importance to the sponsoring employer or the participants and beneficiaries of the Plan, which could include, depending on the type and purpose of the particular Plan, the class or classes of employees eligible to participate in such Plan, the nature, type, form, source, and level of benefits provided by the employer under such Plan and the amount or level of contributions, if any, required or permitted to be made by participants (or their dependents or beneficiaries) to such Plan.
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EMPLOYEE BENEFITS AGREEMENT (ff) NYSE
" NYSE" means the New York Stock Exchange, Inc., a national securities exchange.
(gg) Participating Company
" Participating Company" means any Person (other than an individual) that is participating in a Plan sponsored by a member of the Acuity Group or a member of the SpinCo Group, as the context requires. (hh) Person
" Person" means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity, or any Governmental Authority. (ii) Plan
" Plan," when immediately preceded by " Acuity" or " SpinCo," means any plan, policy, program, payroll practice, on-going arrangement, contract, trust, insurance policy, or other agreement or funding vehicle, whether written or unwritten, providing benefits to employees or former employees of the Acuity Group or the SpinCo Group, as applicable.
(jj) Reimbursement Plans
" Reimbursement Plans," when immediately preceded by " Acuity," means the Acuity Health Care Flexible Spending Account and the Acuity Dependent Care Flexible Spending Account, as applicable. When immediately preceded by " SpinCo," " Reimbursement Plans" means the health care flexible spending account plan and the dependent care flexible spending account plan to be established or maintained by SpinCo pursuant to Section 2.3 that corresponds to the corresponding Acuity Reimbursement Plans.
(kk) Savings Plan(s)
" Savings Plan(s)," when immediately preceded by " Acuity," means the defined contribution plans that are sponsored by a member of the Acuity Group other than the SpinCo Savings Plan(s). When immediately preceded by " SpinCo," " Savings Plan(s)" means the defined contribution plan(s) listed in Appendix A to this Agreement that will be sponsored by a member of the SpinCo Group for periods Immediately after the Distribution Date. (ll) SpinCo Business
" SpinCo Business" has the same meaning as the term " SpinCo Business" under the Distribution Agreement.
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EMPLOYEE BENEFITS AGREEMENT (mm) SpinCo Common Stock
" SpinCo Common Stock" has the same meaning as the term " SpinCo Common Stock" under the Distribution Agreement.
(nn) SpinCo Group
" SpinCo Group" has the same meaning as the term " SpinCo Group" under the Distribution Agreement.
(oo) SpinCo Mirror Plan
" SpinCo Mirror Plan" means any of the SpinCo Health and Welfare Plans set forth on Exhibit C hereto, and any SpinCo Executive Program that will be substantially similar to an Acuity Executive Program, as set forth on Appendix B hereto. (pp) SpinCo Savings Trust
" SpinCo Savings Trust" means the trust to be established and maintained by SpinCo pursuant to Section 4.1 that will be associated with the SpinCo Savings Plan.
(qq) SpinCo Stand-Alone Plan
" SpinCo Stand-Alone Plan" means any Plan maintained by Acuity or an affiliate of Acuity, that, no later than the Close of the Distribution Date, will be assumed, sponsored and maintained by SpinCo or a member of the SpinCo Group for the exclusive benefit of Transferred Individuals, including but not limited to the SpinCo Savings Plan set forth on Appendix A, and those Executive Plans set forth and designated as Stand-Alone Plans on Appendix B hereto. (rr) Stock Incentive Plan
" Stock Incentive Plan," when immediately preceded by " Acuity," means the Acuity Brands, Inc. Long-Term Incentive Plan, the Acuity Brands, Inc. Non-Employee Directors Stock Option Plan and any other stock-based incentive plan established or maintained by a member of the Acuity Group. When immediately preceded by " SpinCo," " Stock Incentive Plan" means the stock incentive plans to be established or assumed by SpinCo pursuant to Section 2.3. (ss) Subsidiary
" Subsidiary" of any Person means any corporation or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is, directly or indirectly, owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided , however , that no Person that is not directly or indirectly wholly owned by any other Person shall be a Subsidiary of such other Person unless such other Person controls, or has the right, power, or ability to control, that Person.
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EMPLOYEE BENEFITS AGREEMENT (tt) Transferred Corporate Employee
" Transferred Corporate Employee" means an employee of the Corporate Office who, pursuant to an agreement between Acuity and SpinCo, is designated to become an employee of SpinCo or a member of the SpinCo Group after the Distribution. (uu) Transferred Individual
" Transferred Individual" means any individual who, as of the Close of the Distribution Date:
(1) is actively employed by, or on a leave of absence (including those individuals receiving short-term disability benefits and those taking leave pursuant to the Family and Medical Leave Act of 1993, as amended) from, a member of the SpinCo Group (or is deemed to be so employed or on leave in accordance with an agreement between Acuity and SpinCo);
(2) is a Transferred Corporate Employee; or (3) is not actively employed by, nor on a leave of absence (including those individuals receiving short-term disability benefits and those taking leave pursuant to the Family and Medical Leave Act of 1993, as amended) from, Acuity or a member of the Acuity Group, or SpinCo or a member of the SpinCo Group, and: (A) whose most recent (through the Close of the Distribution Date) active employment with Acuity or a past or present affiliate of Acuity was with a member of the SpinCo Group or the SpinCo Business, or the predecessors of such business; or
(B) who otherwise is identified pursuant to a methodology approved by Acuity and SpinCo, which methodology shall be consistent with the intent of the parties that former employees of Acuity or a past or present affiliate of Acuity and such other individuals who performed services for Acuity (including non-employees) will only be aligned with SpinCo if they primarily provided services to the SpinCo Group or SpinCo Business.
An alternate payee under a qualified domestic relations order (within the meaning of Code a7 414(p) and ERISA a7 206(d)), alternate recipient under a qualified medical child support order (within the meaning of ERISA a7 609(a)), beneficiary, or covered dependent, in each case, of an employee or former employee described in (1), (2) or (3) above shall also be a Transferred Individual with respect to the interest of such alternate payee, alternate recipient, beneficiary, or covered dependent in that employee' s or former employee' s benefit under the applicable Plans. Such an alternate payee, alternate recipient, beneficiary, or covered dependent shall not otherwise be considered a Transferred Individual with respect to his or her own benefits under any applicable Plans, unless he or she is a Transferred Individual by v ...
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