EXHIBIT 10.9
EMPLOYEE MATTERS AGREEMENT
BETWEEN
MILLIPORE CORPORATION
AND
MYKROLIS CORPORATION
EFFECTIVE AS OF
MARCH 31, 2001
TABLE OF CONTENTS
ARTICLE I DEFINITIONS................................................. 1
1.1 "Agreement"....................................................... 1
1.2 "Benefits Committee".............................................. 1
1.3 "COBRA"........................................................... 1
1.4 "Code"............................................................ 1
1.5 "Deferred Compensation Plan,"..................................... 1
1.6 "Distribution".................................................... 1
1.7 "Distribution Date"............................................... 1
1.8 "ERISA"........................................................... 1
1.9 "FMLA"............................................................ 2
1.10 "Foreign Plan,"................................................... 2
1.11 "401(k) Plan,".................................................... 2
1.12 "Fringe Benefit Plans,"........................................... 2
1.13 "Health and Welfare Plans,"....................................... 2
1.14 "Insurance Plans"................................................. 2
1.15 "IPO"............................................................. 2
1.16 "IPO Closing Date"................................................ 2
1.17 "IPO Registration Statement"...................................... 2
1.18 "Material Feature"................................................ 2
1.19 "Millipore Employee".............................................. 3
1.20 "Millipore Participation Plan".................................... 3
1.21 "Millipore Retirement Plan"....................................... 3
1.22 "Millipore Stock Value"........................................... 3
1.23 "Mykrolis Business"............................................... 3
1.24 "Mykrolis Employee"............................................... 3
1.25 "Mykrolis Stock Value"............................................ 3
1.26 "Participating Company"........................................... 4
1.27 "Person".......................................................... 4
1.28 "Plan"............................................................ 4
1.29 "Post-Distribution Period"........................................ 4
1.30 "QDRO"............................................................ 4
1.31 "QMCSO"........................................................... 4
1.32 "Rabbi Trust,".................................................... 4
1.33 "Separation"...................................................... 4
1.34 "Separation Date"................................................. 4
1.35 "Stock Plan,"..................................................... 5
ARTICLE II GENERAL PRINCIPLES......................................... 5
2.1 ASSUMPTION OF MYKROLIS LIABILITIES................................ 5
2.2 MYKROLIS' PARTICIPATION IN MILLIPORE PLANS........................ 5
2.3 ESTABLISHMENT OF MYKROLIS PLANS................................... 6
2.4 TERMS OF PARTICIPATION BY MYKROLIS EMPLOYEES IN MYKROLIS PLANS.... 6
2.5 BENEFITS COMMITTEE................................................ 7
2.6 FOREIGN PLANS..................................................... 7
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2.7 CERTAIN TRANSFERS OF EMPLOYEES BETWEEN MILLIPORE AND
MYKROLIS.......................................................... 8
ARTICLE III 401(k) PLAN................................................ 8
3.1 401(k) PLAN....................................................... 8
3.2 TRANSFER OF ACCOUNTS FROM MILLIPORE 401(k) PLAN................... 8
ARTICLE IV NON-QUALIFIED PLANS......................................... 8
4.1 DEFERRED COMPENSATION PLANS....................................... 8
ARTICLE V HEALTH AND INSURANCE PLANS................................... 9
5.1 HEALTH PLANS...................................................... 9
5.2 INSURANCE PLANS................................................... 11
5.3 VENDOR ARRANGEMENTS............................................... 11
ARTICLE VI EQUITY AND OTHER COMPENSATION............................... 12
6.1 CASH PROFIT SHARING PLAN.......................................... 12
6.2 MANAGEMENT INCENTIVE PLAN......................................... 12
6.3 MILLIPORE OPTIONS................................................. 12
6.4 MILLIPORE RESTRICTED STOCK........................................ 13
ARTICLE VII FRINGE AND OTHER BENEFITS.................................. 13
7.1 FRINGE BENEFITS:.................................................. 13
7.2 OTHER BENEFIT PLANS:.............................................. 14
ARTICLE VIII MILLIPORE PARTICIPATION AND RETIREMENT PLANS.............. 15
8.1 MILLIPORE PARTICIPATION PLAN...................................... 15
8.2 MILLIPORE RETIREMENT PLAN......................................... 15
8.3 NO TRANSFER OF ASSETS TO MYKROLIS SAVINGS AND INVESTMENT
PLAN.............................................................. 15
8.4 MAKE-UP BENEFITS FOR CERTAIN EMPLOYEES............................ 15
ARTICLE IX ADMINISTRATIVE PROVISIONS................................... 16
9.1 TRANSITIONAL SERVICES AGREEMENT................................... 16
9.2 PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED MATTERS......... 16
9.3 TRANSITIONAL STAFFING SERVICES.................................... 16
9.4 SHARING OF PARTICIPANT INFORMATION................................ 16
9.5 REPORTING AND DISCLOSURE COMMUNICATIONS TO PARTICIPANTS........... 17
9.6 AUDITS REGARDING VENDOR CONTRACTS................................. 17
9.7 EMPLOYEE IDENTIFICATION NUMBERS................................... 17
9.8 BENEFICIARY DESIGNATIONS.......................................... 17
9.9 REQUESTS FOR REGULATORY OPINIONS.................................. 18
9.10 FIDUCIARY MATTERS................................................. 18
9.11 CONSENT OF THIRD PARTIES.......................................... 18
9.12 MILLIPORE INTRANET................................................ 18
ARTICLE X EMPLOYMENT-RELATED MATTERS................................... 18
10.1 TERMS OF MYKROLIS EMPLOYMENT...................................... 18
10.2 HR DATA SUPPORT SYSTEMS........................................... 19
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10.3 EMPLOYMENT OF EMPLOYEES WITH U.S. WORK VISAS..................... 19
10.4 CONFIDENTIALITY AND PROPRIETARY INFORMATION...................... 19
10.5 PERSONNEL RECORDS................................................ 19
10.6 MEDICAL RECORDS.................................................. 19
10.7 UNEMPLOYMENT INSURANCE PROGRAM................................... 19
10.8 NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY
BENEFICIARIES.................................................... 20
10.9 EMPLOYMENT LITIGATION............................................ 20
ARTICLE XI GENERAL PROVISIONS......................................... 20
11.1 EFFECT IF SEPARATION, IPO AND/OR DISTRIBUTION DOES NOT OCCUR..... 20
11.2 RELATIONSHIP OF PARTIES.......................................... 20
11.3 AFFILIATES....................................................... 20
11.4 GOVERNING LAW.................................................... 20
11.5 ASSIGNMENT....................................................... 21
11.6 SEVERABILITY..................................................... 21
11.7 INTERPRETATION................................................... 21
11.8 AMENDMENT........................................................ 21
11.9 TERMINATION...................................................... 21
11.10 CONFLICT......................................................... 22
11.11 COUNTERPARTS..................................................... 22
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EMPLOYEE MATTERS AGREEMENT
This EMPLOYEE MATTERS AGREEMENT is effective as of March 31, 2001, between
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Millipore Corporation ("Millipore"), a Massachusetts corporation, and Mykrolis
Corporation ("Mykrolis"), a Delaware corporation.
WHEREAS, Millipore and Mykrolis have agreed to enter into this Agreement to
allocate between them assets, liabilities and responsibilities with respect to
certain employee compensation, benefit plans, programs and arrangements, and
certain employment matters;
NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 "Agreement" means this Employee Matters Agreement, including all
the Schedules hereto, and all amendments made hereto from time to time.
1.2 "Benefits Committee" means the benefits committee established,
implemented and operated pursuant to Section 2.5.
1.3 "COBRA" means the continuation coverage requirements for "group health
plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended from time to time, and as codified in Code Section 4980B and
ERISA Sections 601 through 608.
1.4 "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
1.5 "Deferred Compensation Plan," when immediately preceded by
"Millipore," means either the Millipore Corporation 2000 Deferred Compensation
Plan for Senior Management ("Millipore Deferred Compensation Plan") or the
Supplemental Savings and Retirement Plan for Salaried Employees of Millipore
Corporation ("Millipore SERP"). When immediately preceded by "Mykrolis,"
"Deferred Compensation Plan" means the deferred compensation plan to be
established by Mykrolis pursuant to Article IV.
1.6 "Distribution" means Millipore's pro rata distribution to the holders
of its common stock, $1.00 par value, several months following the IPO, of all
the shares of Mykrolis common stock owned by Millipore.
1.7 "Distribution Date" means the date that the Distribution is effective.
1.8 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
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1.9 "FMLA" means the Family and Medical Leave Act of 1993, as amended from
time to time.
1.10 "Foreign Plan," when immediately preceded by "Millipore," means a Plan
maintained by Millipore for the benefit of its employees outside the U.S. When
immediately preceded by "Mykrolis," "Foreign Plan" means a Plan to be
established by Mykrolis for the benefit of its employees outside the U.S.
1.11 "401(k) Plan," when immediately preceded by "Millipore," means the
401(k) portion of the Millipore Participation Plan. When immediately preceded
by "Mykrolis," "401(k) Plan" means the Mykrolis Savings and Investment Plan to
be established by Mykrolis pursuant to Article III.
1.12 "Fringe Benefit Plans," when immediately preceded by "Millipore,"
means the Millipore employee assistance program, educational assistance program,
leave of absence program and other fringe benefit plans, programs and
arrangements, offered from time to time under the personnel policies and
practices of Millipore and sponsored and maintained by Millipore (as set forth
in Article VII and Schedule 7.1). When immediately preceded by "Mykrolis,"
"Fringe Benefit Plans" means the fringe benefit plans, programs and arrangements
to be established by Mykrolis pursuant to Article VII.
1.13 "Health and Welfare Plans," when immediately preceded by "Millipore,"
means the medical, health maintenance organization ("HMO"), dental, pre-tax
premium payment plans, Section 125 Plan and any similar health and welfare plans
listed on Schedule 5.1 established and maintained by Millipore for the benefit
of eligible employees of Millipore, and such other welfare plans or programs as
may apply to such employees as of the Distribution Date. When immediately
preceded by "Mykrolis," "Health and Welfare Plans" means the Mykrolis Health
Plans, the Mykrolis Section 125 Plan, and the health and welfare plans to be
established by Mykrolis pursuant to Article V.
1.14 "Insurance Plans" when immediately preceded by "Millipore" means the
various insurance plans provided to Millipore employees including accidental
death and dismemberment, business travel accident, long term disability, group
life and workers' compensation insurance plan as set forth in Schedule 5.2.
When immediately preceded by "Mykrolis," "Insurance Plans" means the Mykrolis
insurance plans to established by Mykrolis pursuant to Article V.
1.15 "IPO" means the initial public offering of Mykrolis common stock
pursuant to a registration statement on Form S-1 pursuant to the Securities Act
of 1933, as amended.
1.16 "IPO Closing Date" means the closing of the IPO.
1.17 "IPO Registration Statement" means the registration statement on Form
S-1 pursuant to the Securities Act of 1933 as amended, filed with the SEC on
March 16, 2001, registering the shares of common stock of Mykrolis to be issued
in the IPO, together with all amendments thereto.
1.18 "Material Feature" means any feature of a Plan that could reasonably
be expected to be of material importance, in the aggregate, to the sponsoring
employer or the participants (or
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their dependents or beneficiaries) of that 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 under such Plan, the amount or level of
contributions, if any, required to be made by participants (or their dependents
or beneficiaries) to such Plan, and the costs and expenses incurred by the
sponsoring employer or Participating Companies for implementing and/or
maintaining such Plan.
1.19 "Millipore Employee" means an individual who, on the Separation Date,
is: (a) either actively employed by, or on leave of absence from, Millipore:
(b) a former employee of Millipore and who, on the Separation Date, is not a
Mykrolis Employee; or (c) an employee or group of employees designated as
Millipore Employees by Millipore and Mykrolis.
1.20 "Millipore Participation Plan" means the Millipore Corporation
Employees' Participation and Savings Plan, as in effect from time to time.
1.21 "Millipore Retirement Plan" means the Retirement Plan for Employees of
Millipore Corporation, as in effect from time to time.
1.22 "Millipore Stock Value" means the closing per-share price of Millipore
common stock as listed on the New York Stock Exchange on the last trading day
before the Distribution.
1.23 "Mykrolis Business" means the Microelectronics business and related
businesses and operation as described in the IPO Registration Statement.
1.24 "Mykrolis Employee" means any individual who is: (a) either actively
employed by, or on leave of absence from, Mykrolis on or at any time after the
Separation Date; (b) either actively employed by, or on leave of absence from,
Millipore as either part of a work group or organization, or common support
function that, at any time after the Separation Date and before the Distribution
Date, moves to the employ of Mykrolis from the employ of Millipore; (c) any
other employee or group of employees designated as Mykrolis Employees (as of the
specified date) by Millipore and Mykrolis by mutual agreement; or (d) an
alternate payee under a QDRO, alternate recipient under a QMCSO, beneficiary,
covered dependent, or qualified beneficiary (as such term is defined under
COBRA), in each case, of an employee or former employee, described in (a)
through (c) with respect to that employee's or former employee's benefit under
the applicable Plan(s). Unless specified otherwise in this Agreement, such an
alternate payee, alternate recipient, beneficiary, covered dependent, or
qualified beneficiary shall not otherwise be considered a Mykrolis Employee with
respect to any benefits he or she accrues or has accrued under any applicable
Plan(s), unless he or she is a Mykrolis Employee by virtue of (a) through (c).
1.25 "Mykrolis Stock Value" means the (i) opening per-share price of
Mykrolis common stock as listed on the principal exchange on which the shares of
the common stock are then trading on the first trading day after the
Distribution, or if shares are not traded on such Date, then on the next
preceding trading day during which a sale occurred; (ii) if such common stock
is not traded on an exchange but is quoted on Nasdaq or a successor quotation
system, (1) the last sales price (if the common stock is then listed as a
National Market Issue under the NASD National Market System), or (2) the mean
between the closing representative bid and
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asked prices (in all other cases) for the common stock on such date as reported
by Nasdaq or such successor quotation system; (iii) if such common stock is not
publicly traded on an exchange and not quoted on Nasdaq or a successor quotation
system, the mean between the closing bid and asked prices for the common stock
on such date as determined in good faith by the Board of Mykrolis; or (iv) the
common stock is not publicly traded, the fair market value established by the
Board of Mykrolis.
1.26 "Participating Company" means: (a) Millipore; (b) any Person (other
than an individual) that Millipore has approved for participation in, a Plan
sponsored by Millipore; and (c) any Person (other than an individual) which, by
the terms of such Plan, participates in such Plan or any employees of which, by
the terms of such Plan, participate in or are covered by such Plan.
1.27 "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, and a governmental entity or any
department, agency or political subdivision thereof.
1.28 "Plan" means any plan, policy, program, payroll practice, arrangement,
contract, trust, insurance policy, or any agreement or funding vehicle providing
compensation or benefits to employees, former employees, directors or
consultants of Millipore or Mykrolis.
1.29 "Post-Distribution Period" means, for each designated Plan, the period
beginning as of the Distribution Date and ending on the date that Mykrolis is no
longer using Millipore benefit delivery and administrative services with respect
to the Plan.
1.30 "QDRO" means a domestic relations order which qualifies under Code
Section 414(p) and ERISA Section 206(d) and which creates or recognizes an
alternate payee's right to, or assigns to an alternate payee, all or a portion
of the benefits payable to a participant under the Millipore Participation Plan
or the Millipore Retirement Plan.
1.31 "QMCSO" means a medical child support order which qualifies under
ERISA Section 609(a) and which creates or recognizes the existence of an
alternate recipient's right to, or assigns to an alternate recipient the right
to, receive benefits for which a participant or beneficiary is eligible under
any of the Health Plans.
1.32 "Rabbi Trust," when immediately preceded by "Millipore," means the
grantor trust established for purposes of holding assets under the Millipore
Deferred Compensation Plans. When immediately preceded by "Mykrolis," "Rabbi
Trust" means the grantor trust to be established by Mykrolis pursuant to Section
4.1(a).
1.33 "Separation" means the contribution and transfer from Millipore to
Mykrolis, and Mykrolis' receipt and assumption of, directly or indirectly,
substantially all of the assets and liabilities currently associated with the
Mykrolis Business and the stock, investments or similar interests currently held
by Millipore in subsidiaries and other entities that conduct such business.
1.34 "Separation Date" means the effective date and time of each transfer
of property, assumption of liability, license, undertaking, or agreement in
connection with the Separation
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which shall, with respect to non-Foreign Plans and U.S. employees, be close of
business, Eastern Standard Time, March 31, 2001 or such other date as may be
fixed by the Board of Directors of Millipore.
1.35 "Stock Plan," when immediately preceded by "Millipore," means any
plan, program, or arrangement, pursuant to which employees and other service
providers hold stock options, Millipore restricted stock (stock that is subject
to transfer restrictions or to employment and/or performance vesting conditions)
or other Millipore equity incentives. When immediately preceded by "Mykrolis,"
"Stock Plan" means plans, programs, or arrangements that are substantially
similar to the Millipore Stock Plans, to be established by Mykrolis pursuant to
Article VI.
ARTICLE II
GENERAL PRINCIPLES
2.1 ASSUMPTION OF MYKROLIS LIABILITIES. Except as specified otherwise in
this Agreement or as mutually agreed upon by Mykrolis and Millipore from time to
time, effective as of Separation Date, Mykrolis hereby assumes and agrees to
pay, perform, fulfill and discharge, in accordance with their respective terms,
all of the following: (a) all liabilities of, or relating to, Mykrolis
Employees relating to, arising out of, or resulting from future, present or
former employment with the Mykrolis Business (including liabilities relating to,
arising out of, or resulting from Millipore Plans and Mykrolis Plans, other than
any liability for medical coverage for Mykrolis Employees who terminated service
prior to the Separation Date); (b) all liabilities relating to, arising out of,
or resulting from any other actual or alleged employment relationship with
Mykrolis; and (c) all other liabilities relating to, arising out of, or
resulting from obligations, liabilities and responsibilities expressly assumed
or retained by Mykrolis, or a Mykrolis Plan pursuant to this Agreement. Except
as specified otherwise in this Agreement or as otherwise mutually agreed upon by
Millipore and Mykrolis from time to time, Millipore shall transfer to Mykrolis
amounts equal to trust assets, insurance reserves, and other related assets as
consistent with the applicable Plan transition that relates to, arises out of,
or results from Mykrolis' pro rata interest in each Millipore Plan, to the
extent described herein.
2.2 MYKROLIS' PARTICIPATION IN MILLIPORE PLANS.
(a) PARTICIPATION IN MILLIPORE PLANS. Except as specified otherwise
in this Agreement or as Millipore and Mykrolis may mutually agree, Mykrolis
Employees shall, until the Separation Date, continue to participate in the
Millipore Participation Plan (including the 401(k) Plan) and the Millipore
Retirement Plan, as provided in Article III, and in such other Millipore
Plans as provided in Articles III through VII.
(b) MILLIPORE'S GENERAL OBLIGATIONS AS PLAN SPONSOR. To the extent
that Mykrolis is a Participating Company in any Millipore Plan, Millipore
shall continue to administer, or cause to be administered, in accordance
with its terms and applicable law, such Millipore Plan, and shall have the
sole and absolute discretion and
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authority to interpret the Millipore Plan, as set forth therein. Millipore
shall not amend any Material Feature of any Millipore Plan in which
Mykrolis is a Participating Company, except to the extent: (i) such
amendment would not materially affect any coverage or benefits solely with
respect to Mykrolis Employees under such Plan; or (ii) such amendment is
necessary or appropriate to comply with applicable law.
(c) MYKROLIS' GENERAL OBLIGATION AS PARTICIPATING COMPANY. Mykrolis
shall perform, with respect to its participation in the Millipore Plans,
the duties of a Participating Company as set forth in each such Plan or any
procedures adopted pursuant thereto, including (without limitation): (i)
assistance in the administration of claims, to the extent requested by the
claims administrator of the applicable Millipore Plan; (ii) full
cooperation with Millipore Plan auditors, benefit personnel and benefit
vendors; (iii) preservation of the confidentiality of all financial
arrangements Millipore has or may have with any vendors, claims
administrators, trustees, service providers or any other entity or
individual with whom Millipore has entered into an agreement relating to
the Millipore Plans; and (iv) preservation of the confidentiality of
participant information (including, without limitation, health information
in relation to FMLA leaves) to the extent not specified otherwise in this
Agreement.
(d) TERMINATION OF PARTICIPATING COMPANY STATUS. Except as otherwise
may be mutually agreed upon by Millipore and Mykrolis, effective as of the
Distribution Date or such other date as Mykrolis establishes a
corresponding Plan (as specified in this Agreement), Mykrolis shall
automatically cease to be a Participating Company in the corresponding
Millipore Plan.
2.3 ESTABLISHMENT OF MYKROLIS PLANS.
Except as otherwise provided here, Mykrolis shall adopt certain Plans, as
described in Articles III through VII, as of the Separation Date or such other
date(s) as set out herein or as Millipore and Mykrolis may mutually agree.
Except as specified otherwise in this Agreement, nothing in this Agreement shall
preclude Mykrolis at any time after the Distribution Date, from amending,
merging, modifying, terminating, eliminating, reducing, or otherwise altering in
any respect any Mykrolis Plan, any benefit under any Mykrolis Plan or any trust,
insurance policy or funding vehicle related to any Mykrolis Plans, or any
employment or other service arrangement with the Mykrolis Employees or vendors
(to the extent permitted by law).
2.4 TERMS OF PARTICIPATION BY MYKROLIS EMPLOYEES IN MYKROLIS PLANS.
(a) NON-DUPLICATION OF BENEFITS. Except as specified otherwise in
the Agreement, as of the Separation Date, or other later date that applies
to the particular Mykrolis Plan established thereafter, the Mykrolis Plans
shall be, with respect to Mykrolis Employees, in all respects the
successors in interest to, and shall not provide benefits that duplicate
benefits provided by, the corresponding Millipore Plans. Millipore and
Mykrolis shall agree on methods and procedures, including amending the
respective
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Plan documents, to prevent Mykrolis Employees from receiving
duplicate benefits from the Millipore Plans and the Mykrolis Plans.
(b) SERVICE CREDIT. Except as specified otherwise in this Agreement,
with respect to Mykrolis Employees, each Mykrolis Plan shall provide that
all service, all compensation and all other benefit-affecting
determinations that, as of the Separation Date, were recognized under the
corresponding Millipore Plan shall, as of the Separation Date, receive full
recognition and credit and be taken into account under such Mykrolis Plan
to the same extent as if such items occurred under such Mykrolis Plan,
except to the extent that duplication of benefits would result. The service
crediting provisions shall be subject to any respectively applicable
"service bridging," "break in service," "employment date," or "eligibility
date" rules under the Mykrolis Plans and the Millipore Plans.
(c) ASSUMPTION OF LIABILITIES. Except as specified otherwise in this
Agreement (including, without limitation, the exception applicable to self-
insured long-term disability and workers compensation plans), the
provisions of this Agreement for the transfer of assets relating to
Millipore Plans to Mykrolis and/or the appropriate Mykrolis Plans are based
upon the understanding of the parties that Mykrolis and/or the appropriate
Mykrolis Plan shall assume all liabilities of the corresponding Millipore
Plan to or relating to Mykrolis Employees, as provided for herein.
2.5 BENEFITS COMMITTEE. From the date of this Agreement through the later
of the Distribution Date or the end of the Post-Distribution Period, as
applicable, the management of the Plans shall be conducted under the supervision
of the Millipore Vice President, Human Resources, and the Mykrolis Vice
President, Human Resources (or his authorized delegate). Issues that cannot be
resolved by the Benefits Committee shall be decided, at the request of either
party, by a designated representative of the Mykrolis Corporate Executive
Committee and a designated representative of the Millipore Corporate Executive
Committee.
2.6 FOREIGN PLANS. Mykrolis and Millipore each intend that the matters,
issues or liabilities relating to, arising out of, or resulting from Foreign
Plans and non-U.S.-related employment matters be handled in a manner that is in
compliance with the requirements of applicable local law and, to the extent
permitted by applicable local law, in a manner consistent with comparable U.S.
matters, issues or liabilities as reflected in this Agreement. Without in any
way limiting the general principle set forth in the preceding sentence, Schedule
2.6 sets forth the manner in which certain existing Millipore Foreign Plans in
non-U.S. jurisdictions shall be handled, effective as of the Separation Date (or
such other date(s)) as Millipore and Mykrolis may mutually agree) consistent
with the provisions of this Section 2.6 or as permitted under applicable local
law. To the extent that any existing Millipore Foreign Plan is not contained on
Schedule 2.6 either due to mistake or omission, the parties agree to amend the
Schedule 2.6 to include such Plans. n
2.7 CERTAIN TRANSFERS OF EMPLOYEES BETWEEN MILLIPORE AND MYKROLIS. If any
Mykrolis Employee (who was formerly employed by Millipore) is rehired by
Millipore, with the consent of Mykrolis, within the 24-month period following
the Separation Date, all service of such Employee with, and compensation from,
Mykrolis after the Separation
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Date shall be counted under all applicable Millipore benefit plans as if it were
service with, and compensation from, Millipore, and to the extent practicable,
such Employee shall be treated as if he had not terminated service with
Millipore. If any Millipore Employee is hired by Mykrolis, with the consent of
Millipore, within the 24-month period following the Separation Date, all service
of such Employee with, and compensation from, Millipore before and after the
Separation Date shall be counted under all applicable Mykrolis benefit plans as
if it were service with, and compensation from, Mykrolis, and to the extent
practicable, such Employee shall be treated as if he had transferred employment
to Mykrolis as of the Separation Date.
ARTICLE III
401(k) PLAN
3.1 401(k) PLAN. Effective as of the Separation Date (or such other
date as Millipore and Mykrolis may mutually agree), Mykrolis shall establish or
cause to be established a separate plan and trust which are intended to be tax-
qualified under Code Section 401(a) and 401(k), to be exempt from taxation under
Code Section 501(a)(1), and to be known as the Mykrolis Savings and Investment
Plan, to which Mykrolis Employees may make salary reduction contributions and
Mykrolis can make matching contributions and discretionary profit sharing
contributions. To the extent that Mykrolis makes a discretionary profit sharing
contribution to the Mykrolis Savings and Investment Plan for 2001, it shall make
such contribution with respect to compensation of plan participants that was
earned from Millipore and Mykrolis during 2001.
3.2 TRANSFER OF ACCOUNTS FROM MILLIPORE 401(k) PLAN. As soon as
practicable after the Separation Date (or such other date as Millipore and
Mykrolis may mutually agree), Millipore shall cause to be transferred to the
Mykrolis Savings and Investment Plan the accounts in the Millipore 401(k) Plan
that are attributable to Mykrolis Employees. As a result of the transfer of
such accounts from the Millipore 401(k) Plan, the Mykrolis Savings and
Investment Plan shall hold as part of its assets Millipore employer securities.
Mykrolis shall assume sole responsibility for ensuring that the Mykrolis Savings
and Investment Plan's company stock fund, and the Millipore stock held in such
fund, are maintained in compliance with all requirements of the SEC. In
addition, effective as of the Separation Date (or such other date as Millipore
and Mykrolis may mutually agree), Millipore shall cause any participant loans
held in the Millipore 401(k) Plan that are attributable to Mykrolis Employees to
be assigned to the Trustee of the Mykrolis Savings and Investment Plan to enable
such MYKROLIS Employees to continue to repay such loans through payroll
deduction, and after such assignment such Mykrolis Employees shall repay such
loans to the Mykrolis Savings and Investment Plan only.
ARTICLE IV
NON-QUALIFIED PLANS
4.1 DEFERRED COMPENSATION PLANS.
(a) ESTABLISHMENT OF Mykrolis RABBI TRUST. Effective on or before
the Separation Date (or such other date as Millipore and MYKROLIS may
mutually
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agree), Mykrolis shall establish the Mykrolis Deferred Compensation Plan
and the Mykrolis Rabbi Trust.
(b) ALLOCATION AND ASSUMPTION OF LIABILITIES. As of the date that
Mykrolis establishes the Mykrolis Deferred Compensation Plan, Millipore
shall determine the amount of liabilities under the Millipore Deferred
Compensation Plan and the Millipore SERP, attributable to Mykrolis
Employees. As soon as administratively practicable thereafter, Millipore
shall pay to Mykrolis or to the trustee of the Mykrolis Rabbi Trust, as
Mykrolis specified, an amount of Millipore's assets equal to the
liabilities under the Millipore Deferred Compensation Plan. Coincident with
the receipt of such transfer of assets, Mykrolis shall assume all
responsibilities and obligations relating to, arising out of, or resulting
from such liabilities under the Millipore Deferred Compensation Plan.
Effective as of the Separation Date, Mykrolis shall also assume all
responsibilities and obligations relating to, arising out of, or resulting
from the Millipore SERP to the extent such liabilities are attributable to
Mykrolis Employees.
(c) PARTICIPATION IN DEFERRED COMPENSATION PLANS. Effective as of
the Separation Date (or such other date as Millipore and Mykrolis may
mutually agree), eligible Mykrolis Employees may commence participation in
the Mykrolis Deferred Compensation Plan. Mykrolis Employees who are
currently participating in the Millipore Deferred Compensation Plans shall
continue their participation in such Plans (according to its terms) to the
Separation Date (or such other date as Millipore and Mykrolis may mutually
agree).
ARTICLE V
HEALTH AND INSURANCE PLANS
5.1 HEALTH PLANS.
(a) MYKROLIS HEALTH PLANS. As of the Distribution Date (or such
other date(s) and Millipore and Mykrolis may mutually agree), Mykrolis
shall establish the Mykrolis Health Plans similar to the Millipore Health
Plans listed on Schedule 5.1 and, correspondingly, Mykrolis shall be solely
responsible for the administration of the Mykrolis Health Plans, including
the payment of all employer-related costs in establishing and maintaining
the Mykrolis Health Plans, and for the collection and remittance of
employee premiums, subject to Section 9.2.
(b) MEDICAL PLANS FROM THE SEPARATION DATE THROUGH THE DISTRIBUTION
DATE. Except as otherwise agreed by Millipore and Mykrolis, for the period
beginning with the Separation Date and ending on the Distribution Date (or
such other period as Millipore and Mykrolis may mutually agree), Mykrolis
shall be a Participating Company in the Millipore Health Plans listed in
Schedule 5.1. Millipore shall administer claims incurred under the
Millipore Health Plans by Mykrolis Employees before the Distribution Date,
but only to the extent that Mykrolis has not, before such date, established
and assumed administrative responsibility for a
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corresponding Health Plan. Any determination made or settlements entered
into by Millipore with respect to such claims shall be final and binding.
Millipore shall retain financial and administrative ("run-out") liability
and all related obligations and responsibilities for all claims incurred by
Mykrolis Employees before December 31, 2001 (or such other date(s) as
Millipore and Mykrolis may mutually agree), including any claims that were
administered by Millipore as of, on, or after December 31, 2001 (or such
other date(s) as Millipore and Mykrolis may mutually agree). Except as set
forth in the preceding sentence, Mykrolis shall reimburse Millipore for any
and all direct and indirect costs and expenses associated with its
participation in the Millipore Health Plans, subject to Section 9.2.
(c) SECTION 125 PLAN. Through the Separation Date (or such
other date as Millipore and Mykrolis may mutually agree), Mykrolis shall
remain a Participating Company in the Millipore Section 125 Plan. The
existing elections for Mykrolis Employees participating in the Millipore
Section 125 Plan shall remain in effect until the Separation Date (or such
other date as Millipore and Mykrolis may mutually agree). Effective on the
day after the Separation Date (or such other date immediately following the
date that Mykrolis' participation in the Millipore Section 125 Plan
terminates), Mykrolis shall establish, or caused to be established, the
Mykrolis Section 125 Plan and Mykrolis shall be solely responsible for the
Mykrolis Section 125 Plan. Millipore will administer, or cause to be
administered, the Millipore Section 125 Plan for Mykrolis Employees and the
Mykrolis Section 125 Plan through such date as Millipore and Mykrolis may
mutually agree. Mykrolis shall reimburse Millipore for any and all direct
and indirect expenses and costs attributable to Mykrolis Employees, subject
to Section 9.2. Millipore shall transfer to the Mykrolis Section 125 Plan
any flexible spending accounts attributable to Mykrolis Employees as soon
as practicable following the Separation Date.
(d) HCFA. As of January 1, 2002 (or such other date as Millipore
and Mykrolis may mutually agree), Mykrolis shall assume all liabilities
relating to, arising out of, or resulting from claims, if any, under the
HCFA data match reports that relate to Mykrolis Employees.
(e) COBRA. Millipore shall be responsible through the Distribution
Date (or such other date as Millipore and Mykrolis may mutually agree) for
compliance with the health care continuation coverage requirements of COBRA
and the Millipore Health and Welfare Plans with respect to Mykrolis
Employees and qualified beneficiaries (as such term is defined under
COBRA). Mykrolis shall be responsible for providing Millipore with all
necessary employee change notices and related information for covered
dependents, spouses, qualified beneficiaries (as such term is defined under
COBRA), and alternate recipients pursuant to QMCSO, in accordance with
applicable Millipore COBRA policies and procedures. As soon as
administratively practicable after the Distribution Date (or such other
date as Millipore and Mykrolis may mutually agree), Millipore shall provide
Mykrolis (through hard copy, electronic format, or such other mechanism as
is appropriate under the circumstances), with a list of all qualified
beneficiaries (as such term is defined under COBRA) that relate to Mykrolis
and the relevant information pertaining to their coverage elections and
remaining COBRA time
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periods. Effective as of the Distribution Date (or such other date as
Millipore and Mykrolis may mutually agree), Mykrolis shall be solely
responsible for compliance with the health care continuation coverage
requirements of COBRA and the Mykrolis Health and Welfare Plans for
Mykrolis Employees and their qualified beneficiaries (as such term is
defined under COBRA); provided, however, Mykrolis may elect to retain
Millipore's services in such manner and for such period as Millipore and
Mykrolis may mutually agree to assist it with COBRA administration and
Mykrolis shall reimburse Millipore for its costs and expenses associated
with such administration, subject to Section 9.2.
5.2 INSURANCE PLANS
(a) MYKROLIS INSURANCE PLANS. Effective as of the Separation Date,
Mykrolis shall assume and be solely responsible for all liabilities
relating to, arising out of, or resulting from claims by Mykrolis Employees
attributable to employment with the Mykrolis Business whether incurred
before or after the Separation Date. As of the Distribution Date (or such
other date(s) as Millipore and Mykrolis may mutually agree), Mykrolis shall
establish Insurance Plans to provide benefits similar to those listed on
Schedule 5. 2 and, correspondingly, Mykrolis shall be solely responsible
for the administration of the Mykrolis Insurance Plans, including the
payment of all employer-related costs in establishing and maintaining the
Mykrolis Insurance Plans, and for the collection and remittance of employee
premiums, subject to Section 9.2.
(b) INSURANCE PLANS FROM THE SEPARATION DATE THROUGH THE DISTRIBUTION
DATE. Except as otherwise agreed by Millipore and Mykrolis, for the period
beginning with the Separation Date and ending on the Distribution Date (or
such other period as Millipore and Mykrolis may mutually agree), Mykrolis
shall be a Participating Company in the Millipore Insurance Plans listed in
Schedule 5.2. Millipore shall administer claims incurred under the
Millipore Insurance Plans by Mykrolis Employees before the Distribution
Date but only to the extent that Mykrolis has not, before such date,
established and assumed administrative responsibility for a corresponding
Insurance Plan. Any determination made or settlements entered into by
Millipore with respect to such claims shall be final and binding. Millipore
shall retain financial and administrative ("run-out") liability and all
related obligations and responsibilities for all claims incurred by
Mykrolis Employees before the Distribution Date (or such other date(s) as
Millipore and Mykrolis may mutually agree), including any claims that were
administered by Millipore as of, on, or after the Distribution Date (or
such other date(s) as Millipore and Mykrolis may mutually agree). Except as
set forth in the preceding sentence, Mykrolis shall reimburse Millipore for
any and all direct and indirect costs and expenses associated with its
participation in the Millipore Insurance Plans, subject to Section 9.2.
5.3 VENDOR ARRANGEMENTS. Millipore shall use its commercially reasonable
best efforts for and on behalf of Mykrolis to procure, effective as of the
Distribution Date (or such other date(s) as Millipore and Mykrolis may mutually
agree): (i) Health Plans which are comparable in the aggregate in all Material
Features to the Health Plans entered into by Millipore, as set forth in Schedule
5.1; and (ii) group insurance policies, which are comparable in the aggregate in
all Material Features to the group insurance policies entered into by Millipore,
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as set forth in Schedule 5.2. In each case, Mykrolis shall, as of Distribution
Date (or such other date as Millipore and Mykrolis may mutually agree)
establish, adopt and/or implement such contracts, agreements or arrangements.
ARTICLE VI
EQUITY AND OTHER COMPENSATION
6.1 CASH PROFIT SHARING PLAN/MANAGEMENT INCENTIVE PLAN. As of the
Separation Date (or such other date as Millipore and Mykrolis Employees may
mutually agree), Mykrolis Employees shall cease active participation in the
Millipore Cash Profit Sharing Plan and Millipore Management Incentive Plan and
shall no longer be entitled to contributions under such plans made with respect
to periods after December 31, 2000.
6.2 MYKROLIS INCENTIVE PLAN. Effective as of the Separation Date (or such
other date as Millipore and Mykrolis may mutually agree), Mykrolis shall
establish the Mykrolis Incentive Plan. To the extent that Mykrolis makes a
discretionary contribution to the Mykrolis Incentive Plan for the year 2001,
Mykrolis shall make such contribution with respect to compensation of plan
participants that was earned from Millipore and Mykrolis during 2001.
6.3 MILLIPORE OPTIONS.
(a) OPTION ASSUMPTION BY MYKROLIS. At the Distribution Date (or such
later other date as Millipore and Mykrolis may mutually agree), each
unvested outstanding Millipore Option held by Mykrolis Employees shall be,
in connection with the Distribution, assumed by Mykrolis. Each Millipore
Option so assumed by Mykrolis shall continue to have, and be subject to,
the same terms and conditions set forth in the Millipore Stock Plan and as
provided in the respective option agreements governing such Millipore
Option as of the Distribution Date (or such other date as Millipore and
Mykrolis may mutually agree), except that (i) such Millipore Option shall
be exercisable for that number of whole shares of Mykrolis common stock
equal to the quotient of the number of shares of Millipore common stock
that were issuable upon exercise of such Millipore Option as of the
Distribution Date divided by the ratio of the Mykrolis Stock Value to the
Millipore Stock Value, rounded down to the nearest whole number of shares
of Mykrolis common stock, and (ii) the per share exercise price for the
shares of Mykrolis common stock issuable upon exercise of such assumed
Millipore Option shall be equal to the product determined by multiplying
the exercise price per share of Millipore common stock at which such
Millipore Option was exercisable as of the Distribution Date by the Ratio,
rounded up to the nearest whole cent.
(b) ASSUMPTION CRITERIA. The intention of Millipore and Mykrolis is
that the assumption of Millipore Options by Mykrolis pursuant to Subsection
6.3(a) meet the following criteria: (i) the aggregate intrinsic value of
the assumed Millipore Options immediately after the assumption is not
greater than such value immediately before the assumption; (ii) with
respect to each such assumed Millipore Option, the ratio of the exercise
price per share to the Mykrolis Stock Value of the assumed Millipore
Options
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immediately after the assumption is not less than the ratio of the exercise
price per share to the Millipore Stock Value immediately before the
assumption; and (iii) the vesting and option term of the assumed Millipore
Options shall not be changed.
(c) VESTED MILLIPORE OPTIONS. Millipore Options that are vested on
the Distribution Date and the rights of Mykrolis Employees holding such
vested Millipore Options shall continue to be governed by the terms of the
Millipore Stock Option Plan, with the Distribution Date being the date of
termination of employment thereunder for such Mykrolis Employees.
(d) CERTAIN NON-U.S. OPTIONEES. Except as may otherwise be agreed
upon by Millipore and Mykrolis, this Section 6.3 shall govern the treatment
of Millipore Options held by non-U.S. Mykrolis Employees.
6.4 MILLIPORE RESTRICTED STOCK.
(a) VESTING. Except as otherwise specified herein and subject to the
terms of the Millipore Stock Plan, on the Distribution Date, Millipore
restricted stock (including any Mykrolis common stock issued with respect
to such Millipore restricted stock in connection with the Distribution)
held by Mykrolis Employees shall become fully vested as of the Distribution
Date and shall otherwise be subject to the terms of the Millipore Stock
Plan.
(b) CERTAIN NON-U.S. RESTRICTED STOCK HOLDERS. Except as may
otherwise be agreed upon by Millipore and Mykrolis, this Section 6.4 shall
govern the treatment of Millipore restricted stock held by non-U.S.
Mykrolis Employees.
6.5 EMPLOYEE STOCK PURCHASE PLAN. Mykrolis Employees shall continue to be
eligible for participation in the Millipore Employee Stock Purchase Plan through
the earlier of the IPO Closing Date or the Distribution Date (the "ESPP Date").
Except as otherwise specified herein and subject to the terms of the Millipore
Employee Stock Purchase Plan on the ESPP Date, any funds in an account for a
Mykrolis Employee in the Millipore Employee Stock Purchase Plan as of ESPP Date
shall be refunded to the Mykrolis Employee as soon as practicable after the ESPP
Date. Effective on or before the ESPP Date (or such other date as Millipore and
Mykrolis may mutually agree), Mykrolis shall establish an employee stock
purchase plan for the benefit of Mykrolis Employees.
ARTICLE VII
FRINGE AND OTHER BENEFITS
7.1 FRINGE BENEFITS:
(a) MYKROLIS FRINGE BENEFIT PLANS. Effective as of the Separation
Date, Mykrolis shall assume and be solely responsible for all liabilities
relating to, arising out of, or resulting from Mykrolis Employees'
participation in fringe benefit plans, programs, personnel policies and
practices of Millipore listed on Schedule 7.1, whether such liabilities are
incurred before or after the Separation Date. As of the Distribution Date
(or such other date(s) as Millipore and Mykrolis may mutually agree),
Mykrolis shall establish Fringe Benefit Plans to provide benefits similar
to those listed on Schedule 7.1 and, correspondingly, Mykrolis shall be
solely responsible for the administration of the Mykrolis Fringe Benefit
Plans, including the payment of all employer-related costs in establishing
and maintaining the Mykrolis Fringe Benefit Plans subject to Section 9.2.
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(b) FRINGE BENEFIT PLANS FROM THE SEPARATION DATE THROUGH THE
DISTRIBUTION DATE. Except as otherwise agreed by Millipore and Mykrolis,
for the period beginning with the Separation Date and ending on the
Distribution Date (or such other period as Millipore and Mykrolis may
mutually agree), Mykrolis shall be a Participating Company in the Millipore
Fringe Benefit Plans listed in Schedule 7.1. Millipore shall administer
benefits under the Millipore Fringe Benefit Plans for Mykrolis Employees
before the Distribution Date but only to the extent that Mykrolis has not,
before such date, established and assumed administrative responsibility for
a corresponding Fringe Benefit Plan. Mykrolis shall reimburse Millipore for
any and all direct and indirect costs and expenses associated with its
participation in the Millipore Fringe Benefit Plans, subject to Section
9.2.
7.2 OTHER BENEFIT PLANS:
(a) CREDIT UNION. Millipore shall use its commercially reasonable
best efforts to make the Millipore Credit Union available to Mykrolis
Employees on substantially similar terms and conditions as are offered to
current employees of Millipore, through such date as Mykrolis and Millipore
may mutually agree. Mykrolis shall reimburse Millipore for any and all
direct and indirect costs and expenses related thereto, subject to Section
9.2.
(b) CAFETERIA AND RELATED SUBSIDIES. Millipore shall continue to make
its cafeteria, vending machines, and other food or beverage provision
facilities at the Millipore Bedford campus (collectively, the "Food
Programs") available to Mykrolis Employees on substantially similar terms
and conditions as are offered to employees of Millipore, until the
termination of the occupancy agreements between Millipore and Mykrolis
regarding Mykrolis' occupancy of the Millipore Bedford campus (or such
other date as Millipore and Mykrolis may mutually agree). Millipore and
Mykrolis shall use their commercially reasonable best efforts to mutually
agree on the appropriate methods and/or processes to ensure continued tax-
favored status of Millipore's Food Programs under the Code. To the extent
not otherwise addressed in the occupancy agreements, Mykrolis shall
reimburse Millipore for any and all direct and indirect costs and expenses
associated with allowing Mykrolis access to Millipore's Food Programs,
subject to Section 9.2.
(c) MISCELLANEOUS. To the extent that Millipore maintains, sponsors
or provides benefits other than those specified in Schedule 7.1 to its
eligible employees, then Millipore shall, to the extent permitted by law,
continue to make such benefits available to Mykrolis Employees on
substantially similar terms and conditions as are offered to Millipore
employees through the Separation Date (or such other date upon which
Mykrolis and Millipore mutually agree). Mykrolis shall reimburse Millipore
for any and all direct and indirect costs and expenses associated with,
arising out of, or resulting from the provision of such other fringe
benefits.
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ARTICLE VIII
MILLIPORE PARTICIPATION AND RETIREMENT PLANS
8.1 MILLIPORE PARTICIPATION PLAN. Mykrolis Employees shall continue to
participate in the Millipore Participation Plan until the Separation Date (or
such other date as Millipore and Mykrolis may mutually agree). As of the
Separation Date(or such other date as Millipore and Mykrolis may mutually
agree), Mykrolis Employees shall cease active participation in the Participation
Plan and shall no longer be entitled to contributions to such Plan made with
respect to periods after December 31, 2000. Mykrolis Employees shall remain
fully vested in their accounts in the Participation Plan and their accounts
shall remain in the Participation Plan until the Distribution Date. As soon as
possible after the Distribution Date, the benefits under the Millipore
Participation Plan attributable to the Mykrolis Employees shall be distributed
as follows: Mykrolis Employees shall be offered the opportunity at that time to
transfer their accounts in the Millipore Participation Plan to the Millipore
Retirement Plan to purchase an annuity benefit, to the extent they are so
eligible under the terms of the Millipore Retirement Plan, or to receive their
account balances in a lump sum, direct that their accounts be transferred by
direct rollover to the Mykrolis Savings and Investment Plan or any other
eligible retirement plan, or elect to have their account balances retained in
the Millipore Participation Plan, all in accordance with the terms of such
Plans.
8.2 MILLIPORE RETIREMENT PLAN. As of the Separation Date (or such other
date as Millipore and Mykrolis may mutually agree), Mykrolis Employees shall
cease active participation in the Millipore Retirement Plan and all benefit
accruals attributable to Mykrolis Employees under the Millipore Retirement Plan
shall cease as of that date. All accrued benefits of Mykrolis Employees who are
active on the Separation Date (or such other date as Millipore and Mykrolis may
mutually agree) shall become fully vested as of such date. The accrued benefits
of Mykrolis Employees under the Millipore Retirement Plan (reflecting any offset
for Millipore Participation Plan account balances) shall be determined as of the
Separation Date (or such other date as Millipore and Mykrolis may mutually
agree), and as soon as possible after the Distribution Date, the benefits under
the Millipore Retirement Plan attributable to the Mykrolis Employees shall be
distributed in accordance with the terms of the Millipore Retirement Plan.
8.3 NO TRANSFER OF ASSETS TO MYKROLIS SAVINGS AND INVESTMENT PLAN. Except
as provided under the direct rollover provisions of the Millipore Participation
Plan and the Millipore Retirement Plan, no assets of such Plans shall be
transferred to or assumed by the Mykrolis Savings and Investment Plan or any
other Mykrolis Plan.
8.4 MAKE-UP BENEFITS FOR CERTAIN EMPLOYEES. Millipore and Mykrolis agree
to work together to determine the shortfall of retirement benefits that certain
employees will experience in the five years following the Separation Date as the
result of their change of employment from Millipore to Mykrolis and to determine
a fair adjustment of benefits to be paid such employees through additional
contributions to the Mykrolis Savings and Investment Plan.
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ARTICLE IX
ADMINISTRATIVE PROVISIONS
9.1 TRANSITIONAL SERVICES AGREEMENT. On or prior to the Separation Date
(or such other date as Mykrolis and Millipore may mutually agree), Millipore and
Mykrolis may enter into a services agreement covering the provisions of interim
services, including financial, accounting, legal, benefits-related and other
services (including inter alia assistance with the establishment of Mykrolis
----- ----
plans as described above) by Millipore to Mykrolis or, in certain circumstances,
vice versa, if appropriate or necessary.
9.2 PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED MATTERS.
(a) EXPENSES AND COSTS CHARGEABLE TO A TRUST. Effective as of the
Separation Date, Mykrolis shall pay its share of any contributions made to
any trust maintained in connection with a Millipore Plan while Mykrolis is
a Participating Company in that Millipore Plan.
(b) CONTRIBUTIONS TO TRUSTS. With respect to Millipore Plans to which
Mykrolis Employees make contributions, Millipore shall use reasonable
procedures to determine Mykrolis assets and liabilities associated with
each such Plan, taking into account such contributions, settlements,
refunds and similar payments.
(c) ADMINSTRATIVE EXPENSES NOT CHARGEABLE TO A TRUST. Effective as of
the Separation Date, to the extent not charged pursuant to a transitional
services agreement (as contemplated by Section 9.1), and to the extent not
otherwise agreed to in writing by Millipore and Mykrolis, and to the extent
not chargeable to a trust established in connection with a Millipore Plan
(as provided in paragraph (a)), Mykrolis shall be responsible, through
either direct payment or reimbursement to Millipore, for its allocable
share of actual third party and/or vendor costs and expenses incurred by
Millipore and additional costs and expenses, subject to the methodology
reasonably agreed upon by Millipore and Mykrolis, in the administration of
(i) the Millipore Plans while Mykrolis participates in such Millipore
Plans, and (ii) the Mykrolis Plans, to the extent Millipore procures,
prepares, implements and/or administers such Mykrolis Plans. To the extent
not otherwise determinable through direct allocation of costs and expenses,
Mykrolis' allocable share of such costs and expenses will be based on
Mykrolis Revenue as a percentage of total Millipore Revenue.
9.3 TRANSITIONAL STAFFING SERVICES. Millipore shall provide certain
transitional staffing services and other services as Millipore and Mykrolis may
mutually agree to Mykrolis in such manner and for such period as Millipore and
Mykrolis may mutually agree. Mykrolis shall reimburse Millipore for any and all
direct and indirect costs and expenses related thereto.
9.4 SHARING OF PARTICIPANT INFORMATION. In addition to the
responsibilities and obligations of Millipore and Mykrolis specified in this
Agreement, Millipore
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and Mykrolis shall share, or cause to be shared, all participant information
that is necessary or appropriate for the efficient and accurate administration
of each of the Millipore Plans and the Mykrolis Plans during the respective
periods applicable to such Plans (as Mykrolis and Millipore may mutually agree).
Millipore and Mykrolis and their respective authorized agents shall, subject to
applicable laws of confidentiality and data protection, be given reasonable and
timely access to, and may make copies of, all information relating to the
subjects of this Agreement in the custody of the other party or its agents, to
the extent necessary or appropriate for such administration.
9.5 REPORTING AND DISCLOSURE COMMUNICATIONS TO PARTICIPANTS. While
Mykrolis is a Participating Company in the Millipore Plans, Mykrolis shall take,
or cause to be taken, all actions necessary or appropriate to facilitate the
distribution of all Millipore Plan-related communications and materials to its
employees, participants and beneficiaries, including (without limitation)
summary plan descriptions and related summaries of material modification(s),
summary annual reports, investment information, prospectuses, notices and
enrollment material for the Millipore Plans and Mykrolis Plans. Mykrolis shall
reimburse Millipore for the costs and expenses relating to the copies of all
such documents provided to Mykrolis. Mykrolis shall assist Millipore in
complying with all reporting and disclosure requirements of ERISA, including the
preparation of Form Series 5500 annual reports for the Millipore Plans, as
applicable.
9.6 AUDITS REGARDING VENDOR CONTRACTS. From the period beginning as of the
Separation Date and ending on December 31, 2001 (or such later date as Millipore
and Mykrolis may mutually agree), Millipore and Mykrolis and their duly
authorized representatives shall have the right to conduct joint audits with
respect to any vendor contracts that relate to both the Millipore Health and
Welfare Plans and the Mykrolis Health and Welfare Plans. The scope of such
audits shall encompass the review of all correspondence, account records, claim
forms, cancelled drafts (unless retained by the bank), provider bills, medical
records submitted with claims, billing corrections, vendor's internal
corrections of previous errors and any other documents or instruments relating
to the services performed by the vendor under the applicable vendor contracts.
Millipore and Mykrolis shall agree on the performance standards, audit
methodology, auditing policy and quality measures, reporting requirements, and
the manner in which costs and expenses incurred in connection with such audits
shall be shared.
9.7 EMPLOYEE IDENTIFICATION NUMBERS. Until the Distribution Date (or such
other period as Millipore and Mykrolis may mutually agree), Millipore and
Mykrolis shall not change any employee identification numbers assigned by
Millipore. Millipore and Mykrolis mutually agree to establish a policy pursuant
to which employee identification numbers assigned to either employees of
Millipore or Mykrolis shall not be duplicated between Millipore and Mykrolis.
9.8 BENEFICIARY DESIGNATIONS. Subject to Section 9.11, all beneficiary
designations made by Mykrolis Employees for the Millipore Plans shall be
transferred to and be in full force and effect under the corresponding Mykrolis
Plans, in accordance with the terms of each such applicable Mykrolis Plan, until
such beneficiary designations are replaced or revoked by the Mykrolis Employees
who made the beneficiary designations.
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9.9 REQUESTS FOR REGULATORY OPINIONS. Millipore and Mykrolis shall make
such applications to regulatory agencies, including the Internal Revenue Service
and Department of Labor, as may be necessary or appropriate. Mykrolis and
Millipore shall cooperate fully with one another on any issue relating to the
transactions contemplated by this Agreement for which Millipore and/or Mykrolis
elects to seek a determination letter or private letter ruling from the Internal
Revenue Service or an advisory opinion from the Department of Labor.
9.10 FIDUCIARY MATTERS. Millipore and Mykrolis each acknowledge that
actions contemplated to be taken pursuant to this Agreement may be subject to
fiduciary duties or standards of conduct under ERISA or other applicable law,
and that no party shall be deemed to be in violation of this Agreement if such
party fails to comply with any provisions hereof based upon such party's good
faith determination that to do so would violate such a fiduciary duty or
standard.
9.11 CONSENT OF THIRD PARTIES. If any provision of this Agreement is
dependent on the consent of any third party (such as a vendor) and such consent
is withheld, Millipore and Mykrolis shall use their commercially reasonable best
efforts to implement the applicable provisions of this Agreement. If any
provision of this Agreement cannot be implemented due to the failure of such
third party to consent, Millipore and Mykrolis shall negotiate in good faith to
implement such provision in a mutually satisfactory manner.
9.12 MILLIPORE INTRANET. Through the Distribution Date (or such other date
as Mykrolis and Millipore may mutually agree), Millipore shall make its
Millipore intranet site available to Mykrolis Employees. Mykrolis shall
reimburse Millipore for any and all costs and expenses related to making its
intranet site available to Mykrolis Employees, subject to any transitional
services agreement (as contemplated by Section 9.1). Millipore and Mykrolis
shall use their commercially reasonable best efforts to mutually agree on the
appropriate methods by which Mykrolis shall establish its own intranet site.
ARTICLE X
EMPLOYMENT-RELATED MATTERS
10.1 TERMS OF MYKROLIS EMPLOYMENT. All basic terms and conditions of
employment for Mykrolis Employees including, without limitation, their pay and
benefits in the aggregate, shall, to the extent legally and practicably
possible, remain substantially the same through the Distribution Date as the
terms and conditions that were in place when the Mykrolis Employee or Mykrolis
Employee was employed by Millipore, as applicable. Notwithstanding the
foregoing, Mykrolis Employees shall be required to execute a new agreement
regarding confidential information and proprietary developments in a form
approved by Mykrolis by the Distribution Date. In addition, nothing in this
Agreement shall be construed to change the at-will status of the employment of
any of the employees of the Millipore or Mykrolis.
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10.2 HR DATA SUPPORT SYSTEMS. Millipore shall provide human resources data
support for Mykrolis Employees through December 31, 2001 (or such other period
as Millipore and Mykrolis may mutually agree). Mykrolis agrees to fully
reimburse Millipore for any and all direct and indirect costs and expenses
associated with its use of the Millipore human resources data support systems,
subject to Section 9.2. In the event that Millipore and Mykrolis agree to extend
the time period beyond December 31, 2001, then the costs and expenses shall be
computed in accordance with Section 9.2. Millipore and Mykrolis each reserves
the right to discontinue Mykrolis' access to any Millipore human resources data
support systems with sixty (60) days' notice (or such other period as Millipore
and Mykrolis may mutually agree).
10.3 EMPLOYMENT OF EMPLOYEES WITH U.S. WORK VISAS. Mykrolis shall request
amendments to the nonimmigrant visa status of Mykrolis Employees with U.S. work
visas authorizing them to work for Millipore, to request authorization to work
for Mykrolis.
10.4 CONFIDENTIALITY AND PROPRIETARY INFORMATION. No provision of this
Agreement shall be deemed to release any individual for any violation of the
Millipore non-competition guideline or any agreement or policy pertaining to
confidential or proprietary information of Millipore, or otherwise relieve any
individual of his or her obligations under such non-competition guideline,
agreement, or policy.
10.5 PERSONNEL RECORDS. Subject to applicable laws on confidentiality and
data protection, Millipore shall deliver to Mykrolis prior to the Separation
Date (or such other date as Millipore and Mykrolis may mutually agree),
personnel records of Mykrolis Employees to the extent such records relate to
Mykrolis Employees' active employment by, leave of absence from, or termination
of employment with Mykrolis. Mykrolis shall fully reimburse Millipore for any
and all direct and indirect costs and expenses associated with such delivery,
subject to Section 9.2.
10.6 MEDICAL RECORDS. Subject to applicable laws on confidentiality and
data protection, Millipore shall deliver to Mykrolis prior to the Separation
Date (or such other date as Millipore and Mykrolis may mutually agree), medical
records of Mykrolis Employees to the extent such records (a) relate to Mykrolis
Employees' active employment by, leave of absence from, or termination of
employment with Mykrolis. Mykrolis shall fully reimburse Millipore for any and
all direct and indirect costs and expenses associated with such delivery,
subject to Section 9.2.
10.7 UNEMPLOYMENT INSURANCE PROGRAM. Unless otherwise directed by
Mykrolis, Millipore shall use its commercially reasonable best efforts to cause
Mykrolis to receive service from Millipore's third party unemployment insurance
administrator through December 31, 2001 (or such other date as Millipore and
Mykrolis may mutually agree). Mykrolis shall reimburse Millipore for its
allocable share of fees paid and related costs and expenses by Millipore to its
third party unemployment insurance administrator for services rendered during
such period, pursuant to the Master Transitional Services Agreement. Mykrolis
shall cooperate with the unemployment insurance administrator by providing any
and all necessary or appropriate information reasonably available to Mykrolis.
-19-
10.8 NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES. 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
Mykrolis Employee, Mykrolis Employee or other former, present or future employee
of Millipore or Mykrolis under any Millipore Plan or Mykrolis Plan or otherwise.
Without limiting the generality of the foregoing: (a) neither the Distribution
or Separation, nor the termination of the Participating Company status of
Mykrolis shall cause any employee to be deemed to have incurred a termination of
employment; and (b) no transfer of employment between Millipore and Mykrolis
before the Distribution Date shall be deemed a termination of employment for any
purpose hereunder.
10.9 EMPLOYMENT LITIGATION.
(a) CLAIMS TO BE TRANSFERRED TO MYKROLIS AND/OR JOINTLY DEFENDED BY
MILLIPORE AND MYKROLIS. As of the Separation Date (or such other date as
Millipore and Mykrolis may mutually agree), Millipore and Mykrolis shall
enter into a written agreement that specifies the legal responsibility and
accompanying liability for identified claims of Mykrolis.
(b) UNSCHEDULED CLAIMS. Mykrolis shall have the sole responsibility
for all employment-related claims regarding Mykrolis Employees that exist,
or come into existence, on or after the Separation Date relating to,
arising out of, or resulting from their employment with Mykrolis.
ARTICLE XI
GENERAL PROVISIONS
11.1 EFFECT IF SEPARATION, IPO AND/OR DISTRIBUTION DOES NOT OCCUR. Subject
to Section 11.9, if the Separation, IPO and/or Distribution does not occur, then
all actions and events that are, under this Agreement, to be taken or occur
effective as of the Separation Date, IPO and/or Distribution, shall not be taken
or occur except to the extent specifically agreed to by Mykrolis and Millipore.
11.2 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, the
understanding and agreement being that no provision contained herein, and no act
of the parties, shall be deemed to create any relationship between the parties
other than the relationship set forth herein.
11.3 AFFILIATES. Each of Millipore and Mykrolis shall cause to be
performed and hereby guarantee the performance of any and all actions of
Millipore (and its affiliates) or Mykrolis (and its affiliates), respectively.
11.4 GOVERNING LAW. To the extent not preempted by applicable federal law,
including, without limitation, ERISA, the Code and applicable securities laws,
this Agreement shall be governed by, construed and interpreted in accordance
with the laws of the
-20-
Commonwealth of Massachusetts, as to all matters, including matters of validity,
construction, effect, performance and remedies.
11.5 ASSIGNMENT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective legal representatives and
successors, and nothing in this Agreement, express or implied, is intended to
confer upon any other Person any rights or remedies of any nature whatsoever
under or by reason of this Agreement. This Agreement may be enforced separately
by Millipore and Mykrolis. Neither party may assign this Agreement or any rights
or obligations hereunder, without the prior written consent of the other party,
and any such assignment shall be void; provided, however, either party may
assign this Agreement to a successor entity in conjunction with such party's
reincorporation.
11.6 SEVERABILITY. If any term or other provision of this Agreement is
determined to be invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to either party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible and in an
acceptable manner to the end that transactions contemplated hereby are fulfilled
to the fullest possible extent.
11.7 INTERPRETATION. The headings contained in this Agreement or any
Schedule hereto and in the table of contents to this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Any capitalized term used in any Schedule but not otherwise
defined therein shall have the meaning assigned to such term in this Agreement.
When a reference is made in this Agreement to an Article, Section or Schedule,
such reference shall be to an Article of, Section of, or Schedule to this
Agreement unless otherwise indicated.
11.8 AMENDMENT. The Board of Directors of Mykrolis and Millipore may
mutually agree to amend the provisions of this Agreement at any time or times,
for any reason, either prospectively or retroactively, to such extent and in
such manner as the Boards mutually deem advisable. Each Board may delegate its
amendment power, in whole or in part, to one or more Persons or committees as it
deems advisable. The Chief Executive Officer of Millipore and the Chief
Executive Officer of Mykrolis have full power and authority to mutually adopt an
amendment to this Agreement (subject to each of their authority to amend Plans).
No change or amendment shall be made to this Agreement, except by an instrument
in writing signed by authorized individuals.
11.9 TERMINATION. This Agreement may be terminated and the Distribution
abandoned at any time prior to the IPO Closing Date by and in the sole
discretion of Millipore without the approval of Mykrolis. This Agreement may be
terminated at any time after the IPO Closing Date and before the Distribution
Date by mutual consent of Millipore and Mykrolis. In the event of termination
pursuant to this Section, no party shall have any liability of any kind to the
other party.
-21-
11.10 CONFLICT. In the event of any conflict between the provisions of
this Agreement and any Plan, the provisions of this Agreement shall control.
11.11 COUNTERPARTS. This Agreement, including the Schedules hereto and the
other documents referred to herein, may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, each of the parties have caused this Employee
Matters Agreement to be executed on its behalf by its officers hereunto duly
authorized on the day and year first above written.
MILLIPORE CORPORATION
By: /s/ Francis J. Lunger
---------------------------------
Name: Francis J. Lunger
-----------------------------
Title: Executive Vice President
-----------------------------
MYKROLIS CORPORATION
By: /s/ Jean-Marc Pandraud
---------------------------------
Name: Jean-Marc Pandraud
-----------------------------
Title: President
----------------------------
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EMPLOYEE MATTERS AGREEMENT
BETWEEN MILLIPORE CORPORATION
AND MYKROLIS CORPORATION
Schedule 2.6:
(a) The following is a list of plans and benefits to be transferred from
Millipore to Mykrolis from and after the Separation Date (or such other
date(s)) as Millipore and Mykrolis may mutually agree) for Mykrolis Transferred
Employees in those countries listed below, in accordance with the provisions of
the Agreement:
France:
-------
. Retirement Program: (1) Government-mandated industrywide defined
------------------
contribution plan; (2) AGIRC and ARRCO (manadatory complementary "pay-as-you-go"
pension plan); and (3) Retirement Bonus (mandatory defined benefit amount
if/when the employee retires with the company, based on salary and years of
service)
. Insurances (Medical/ Life/Disability): (1) Government-mandated;
-------------------------------------
and (2) Employer provided supplemental coverage through group insurance
contracts;
. Business Travel Accident Insurance: Employer-provided through
----------------------------------
group insurance contract
. Profit Sharing Plan: Employer-provided based on Company
-------------------
performance
. Company Savings Plan: Employee can invest through salary
--------------------
withdrawal. Tax effective treatment on gains if held 5 years.
. 13/th/ Month Pay Practice: Government-mandated
-------------------------
. Vacation: Government mandated (based on years of service)
--------
. Continuation of ARTT Agreement - "35 hours rule" - Government-
-----------------------------------------------
mandated
. Allowance(s): Employer-provided subsidized lunch and
------------
transportation (car policy for certain members of management)
. Seniority Awards: Based on years of service
----------------
. Bonus Program: Employer-provided for specific work schedules or
-------------
work conditions (e.g., shift bonus, night bonus)
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EMPLOYEE MATTERS AGREEMENT
BETWEEN MILLIPORE CORPORATION
AND MYKROLIS CORPORATION
Schedule 2.6 (a) (continued):
Germany:
--------
. Retirement Program: (1) Government-mandated (includes life
------------------
insurance benefit); (2) Employer-provided defined benefit pension plan; and (3)
Employer-provided contribution to Government-approved savings plan
. Medical: Government-mandated health care and short term
-------
disability benefits under national health system
. Insurance (Life/Disability/Business Travel Accident): Employer-
---------------------------------------------------
provided via industry-wide insurance program
. Vacation: Government mandated (based on years of service)
--------
. Sales Incentive Plan: Employer-provided for certain sales
--------------------
personnal
. Seniority Awards: Employer-provided
----------------
. Allowances: Employer-provided subsidized lunch
----------
. Employee Referral Bonus Plan: Employer-provided
----------------------------
. Employees Stock Purchase Plan: Employer-provided
-----------------------------
China (Millipore China Ltd. - Hong Kong):
------------------------------------------
. Retirement Program: Government-mandated defined contribution plan
------------------
. Medical: Government-mandated health benefits under national
-------
health system
. Insurance (Life/Death/Disability): Employer-provided via
---------------------------------
industry-wide insurance program
. Seniority Awards: Employer-provided
-----------------
. Medical: Government-mandated health benefits under national
-------
health system
. Insurance (Life/Disability/Business Travel/Accident): Employer-
----------------------------------------------------
provided through group insurance contract
-24-
EMPLOYEE MATTERS AGREEMENT
BETWEEN MILLIPORE CORPORATION
AND MYKROLIS CORPORATION
Schedule 2.6(a) -(Millipore China Ltd. - Hong Kong) (continued):
13/th/ Month Pay Practice: Government-mandated
--------------------------
Seniority Awards: Employer-provided
-----------------
Bonus Plan: Government-mandated
-----------
Allowances (Meals/transportation, etc.): Governed by law
---------------------------------------
Schedule 2.6 (continued)
(b) The following plans and benefits will continue with the current
subsidiary (which will be a subsidiary of Mykrolis) from and after the
Separation Date (or such other date(s)) as Millipore and Mykrolis may mutually
agree) and the following plans and benefits will be transferred to the new
Millipore subsidiary in those countries listed below, in accordance with the
provisions of the Agreement:
United Kingdom:
---------------
Retirement Plan: Millipore Transfer Plan (hybrid money purchase
---------------
scheme) (includes life insurance benefit).
Medical: (1) Government-mandated and (2) Employer-provided
-------
supplemental medical and dental insurance
Flexible Benefits Program: Employer-provided
--------------------------
Insurance (Life/Disability/Business Travel Accident): Employer-
-----------------------------------------------------
provided through group insurance contracts
Vacation: Government-mandated
---------
Sales Incentive Plan: Employer-provided for certain sales personnel
---------------------
Seniority Awards: Employer-provided
-----------------
Allowances: Employer- provided subsidized lunch
-----------
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EMPLOYEE MATTERS AGREEMENT
BETWEEN MILLIPORE CORPORATION
AND MYKROLIS CORPORATION
Schedule 2.6 (b) (continued):
Japan:
-------
. Retirement Program: Government-mandated defined benefit plan
-------------------
(includes life insurance and disability insurance benefits)
. Medical: Government-mandated health benefits under national
--------
health system
. Insurance (Life/Disability/Business Travel Accident): Employer-
-----------------------------------------------------
provided supplemental coverage through industrywide insurance risk pool
. Vacation: Governed by law
---------
. Pay Practices: Annual salary divided into 16 payments - 2
--------------
months bonus paid in June; 2 months bonus paid in December
. Allowance(s) (Meals/transportation, etc.): Governed by law
------------------------------------------
Hong Kong:
----------
. Retirement Program: Government-mandated deferred contribution
-------------------
plan
. Medical: Government-mandated health benefits under national
--------
health system
. Insurance (Life/Disability/Business Travel/Accident): Employer-
------------------------------------------------------
provided through group insurance contract
. 13/th/ Month Pay Practice: Government-mandated
-------------------------
. Seniority Awards: Employer-provided
-----------------
. Bonus Plan: Government-mandated (pay practice)
-----------
. Allowances (Meals/Transportation, etc.): Governed by law
---------------------------------------
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EMPLOYEE MATTERS AGREEMENT
BETWEEN MILLIPORE CORPORATION
AND MYKROLIS CORPORATION
Schedule 2.6 (b) (continued):
Korea
-----
. Retirement Program: Government-mandated defined benefit
-------------------
. Medical: (1) Government-mandated health benefits under national
--------
health care system; and (2) Employer-provided supplemental health care
benefit
. Insurance (Group term life/Accidental Death/Disability):
--------------------------------------------------------
Employer-provided via group insurance contract
. 13/th/ month pay practice (includes Government-mandated
-------------------------------------------------------
guaranteed bonus plan)
----------------
. Cash Profit Sharing: Employer-provided based on Company
--------------------
performance
. Sales/Incentive Plans: Employer-provided for eligible employees
----------------------
. Allowances (Meals/transportation, etc.): Governed by law
----------------------------------------
Malaysia
--------
. Retirement Program: Government mandated
-------------------
. Insurance (Medical/Life/Disability): Employer provided via
-------------------------------------
industrywide insurance risk pool
. Insurance (Business Travel Accident): Employer provided
-------------------------------------
supplemental coverage under U.S. worldwide corporate insurance program
. Vacation: Governed by law
---------
. Seniority Awards: Employer-provided
-----------------
. 13/th/ Month Pay Practice: Government-mandated
--------------------------
. Allowances (Meals/Transportation, etc.): Governed by law
----------------------------------------
. Sales Incentive Plan: Employer-provided for certain sales
---------------------
personnel
-27-
EMPLOYEE MATTERS AGREEMENT
BETWEEN MILLIPORE CORPORATION
AND MYKROLIS CORPORATION
Schedule 2.6 (b) (continued):
Singapore
---------
. Retirement Program: Government-mandated
-------------------
. Insurance (Medical/lLife/Disability/Business Travel Accident):
--------------------------------------------------------------
Employer- provided via industry-wide insurance risk pool
. Seniority Awards: Employer-provided
-----------------
. Allowances (Mealsl/Transportation, etc.) Governed by law
----------------------------------------
Taiwan
------
. Retirement Program: (1) Government mandated; and (2) Employer-
-------------------
provided defined benefit plan
. Insurance (Medical/Life/Disability/Business Travel Accident:
------------------------------------------------------------
Employer-provided via industry-wide insurance risk pool
. Bonus Plan: Government-mandated
-----------
. Allowances (Meals/Transportation, etc.): Governed by law
----------------------------------------
-28-
EMPLOYEE MATTERS AGREEMENT
BETWEEN MILLIPORE CORPORATION
AND MYKROLIS CORPORATION
Schedule 5.1 Millipore Health Plans
- ------------------------------------
I. Health Plans
------------
HMOs (health maintenance organizations)
Aetna U. S. Healthcare
Tufts
Harvard Pilgrim Health Care
Matthew Thornton Blue
CIGNA/Healthsource
Fallon
Kaiser Permanente
PPO (Preferred Provider Organization)
CIGNA
POS (Point of Service)
Tufts
Other Medical (Indemnity Plan)
CIGNA
Other Medical (Dental)
Delta Dental
-29-
EMPLOYEE MATTERS AGREEMENT
BETWEEN MILLIPORE CORPORATION
AND MYKROLIS CORPORATION
Schedule 5.1 Millipore Health Plans (continued)
- -------------------------------------------------
II. Section 125 Plan (pre-tax payment plan):
----------------------------------------
Health Care Spending Account
Dependent Care Spending Account (Pre-tax employee premium payments for
coverage selections under (I) and (II) above)
Schedule 5.2 Millipore Insurance Plans
- ---------------------------------------
Long Term Disability
Group Life/Accidental Death & Dismemberment
Contributory Accidental Death & Dismemberment
Business Travel Accident
Workers' Compensation
Schedule 7.1 Millipore Fringe Benefit Plans
- --------------------------------------------
Employee Assistance Program
Paid Absence (sick time/short-term disability; paid portion of FMLA;
bereavement, etc.)
Vacation
Holiday
Leaves of Absence, including sabbaticals (unpaid)
Adoption Assistance
Life Balance Resources
Employee Referral program
Jury Duty
-30-
EMPLOYEE MATTERS AGREEMENT
BETWEEN MILLIPORE CORPORATION
AND MYKROLIS CORPORATION
Schedule 7.1 Millipore Fringe Benefit Plans (continued)
- ---------------------------------------------------------
Credit Union
Matching Gift (Millipore Charitable Foundation)
Vacation Buy/Sell program
Cafeteria and related subsidies
Financial Planning
Service Awards
Relocation assistance
Intern/co-op program
Flex time/job sharing/part time
-31-