Employee Matters Agreement dated as of May 31, 2018 by and between DXC Technology Company and Perspecta Inc

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta Inc., a Nevada corporation (“Ultra”). Delta and Ultra are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

WHEREAS:

NOW, THEREFORE, in consideration of and subject to the premises and the mutual agreements, terms and conditions herein contained, the benefits to be derived therefrom and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

As used in this Agreement, the following terms shall have the meanings set forth in this Section 1.1.

“Affiliate” has the meaning set forth in the Separation and Distribution Agreement.

“Agreement” means this Employee Matters Agreement, together with all amendments, modifications, and changes hereto entered into pursuant to Section 11.9.

“Assets” has the meaning set forth in the Separation and Distribution Agreement.

“Benefit Management Records” has the meaning set forth in Section 3.3(b).

“Benefit Plan” means any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature to any Employee, or to any

family member, dependent, or beneficiary of any such Employee, including pension plans, thrift plans, deferred compensation plans, supplemental pension plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays of Delta or Ultra, as applicable.

“Board” has the meaning set forth in the recitals of this Agreement.

“Business Days” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in New York City or Virginia.

“COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder by the U.S. Department of the Treasury.

“commercially reasonable efforts” shall have the meaning set out in Section 1.2(m)

“Delta” has the meaning set forth in the preamble to this Agreement.

“Delta Benefit Plan” means any Benefit Plan sponsored or maintained by a member of the Delta Group immediately prior to the Effective Time, excluding any Benefit Plan that is an Ultra Benefit Plan following the Distribution.

“Delta Bonus Plans” means the Delta Employee Incentive Compensation Plan, the Delta Sales Incentive Compensation Plan and the Delta Success Sharing Plan.

“Delta Business” has the meaning set forth in the Separation and Distribution Agreement.

“Delta Common Stock” means the common stock, par value $0.01 per share, of Delta.

“Delta Deferred Compensation Plans” means the Delta Deferred Compensation Plan.

“Delta Director” means any individual who is or was previously a non-employee member of the board of directors of Delta.

“Delta Entity” means any member of the Delta Group.

“Delta Equity Plans” means the Delta 2017 Omnibus Incentive Plan and the Delta 2017 Non-Employee Director Incentive Plan.

“Delta Group” has the meaning set forth in the Separation and Distribution Agreement.

“Delta Group Employee” means any individual who is employed by a member of the Delta Group immediately prior to the Effective Time, excluding any Ultra Group Employee.

“Delta Options” means exercisable and non-exercisable options to purchase shares of Delta Common Stock granted pursuant to the Delta Equity Plans.

“Delta Pre-Distribution Stock Value” means the average closing per share price of Delta Common Stock over the five trading days ending on the Distribution Date based on “regular way” trading on the NYSE during Regular Trading Hours.

“Delta PSUs” means performance-based restricted stock units granted under the Delta Equity Plans.

“Delta RSUs” means restricted stock units granted under the Delta Equity Plans, other than Delta PSUs.

“Delta Welfare Plan” means any Welfare Plan sponsored or maintained by any one or more members of the Delta Group as of immediately prior to the Effective Time.

“Distribution” has the meaning set forth in the Separation and Distribution Agreement.

“Distribution Date” has the meaning set forth in the Separation and Distribution Agreement.

“Effective Time” means the effective time of the Distribution.

“Employee” means any Delta Group Employee, Former Delta Group Employee or Ultra Group Employee.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“FICA” has the meaning set forth in Section 3.1(g).

“FMLA” means the U.S. Family and Medical Leave Act, as amended, and the regulations promulgated thereunder.

“Form 10” has the meaning set forth in the Separation and Distribution Agreement.

“Former Delta Group Employee” means all former employees of Delta or any of its Subsidiaries who have an employment end date on or before the Effective Time (other than any such employees who have an employment end date due to transfer to a member of the Ultra Group in connection with the Distribution).

“FSA Participation Period” has the meaning set forth in Section 7.3(a)(i).

“FUTA” has the meaning set forth in Section 3.1(g).

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

“HSA Participation Period” has the meaning set forth in Section 7.3(b).

“IRS” means the Internal Revenue Service.

“Law” has the meaning set forth in the Separation and Distribution Agreement.

“Liabilities” has the meaning set forth in the Separation and Distribution Agreement.

“MAP” means the Delta Matched Asset Plan.

“MAP Beneficiaries” has the meaning set forth in Section 5.3(a).

“NYSE” means the New York Stock Exchange.

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Person” has the meaning set forth in the Separation and Distribution Agreement.

“Privacy Contract” means any contract entered into in connection with applicable privacy protection Laws or regulations.

“Regular Trading Hours” means the period beginning at 9:30 A.M. New York City time and ending at 4:00 P.M. New York City time.

“Securities Act” means the Securities Exchange Act of 1934.

“Separation and Distribution Agreement” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” has the meaning set forth in the Separation and Distribution Agreement.

“Tax” has the meaning set forth in the Separation and Distribution Agreement.

“Trading Day” means the period of time during any given calendar day, commencing with the determination of the opening price on the NYSE and ending with the determination of the closing price on the NYSE, in which trading and settlement in shares of Delta Common Stock or Ultra Common Stock is permitted on the NYSE.

“Transition Services Agreement” has the meaning set forth in the Separation and Distribution Agreement.

“Ultra” has the meaning set forth in the preamble to this Agreement.

“Ultra 401(k) Plan” has the meaning set forth in Section 5.1.

“Ultra 401(k) Plan Beneficiaries” has the meaning set forth in Section 5.2.

“Ultra Benefit Plan” means each Benefit Plan sponsored or maintained by a member of the Ultra Group immediately following the Effective Time.

“Ultra Bonus Plans” has the meaning set forth in Section 4.7(a).

“Ultra Business” has the meaning set forth in the Separation and Distribution Agreement.

“Ultra Common Stock” means the common stock, par value $0.01 per share, of Ultra.

“Ultra Deferred Compensation Plan Beneficiary” has the meaning set forth in Section 6.1(a).

“Ultra Deferred Compensation Plan” has the meaning set forth in Section 6.1(a).

“Ultra Director” means any individual who is a non-employee member of the board of directors of Ultra immediately after the Effective Time.

“Ultra Entity” means any member of the Ultra Group.

“Ultra Equity Plan” means the plan adopted by Ultra prior to the Effective Time and approved by the sole stockholder of Ultra, under which the Ultra equity-based awards described in Section 4 shall be issued.

“Ultra FSA” has the meaning set forth in Section 7.3(a).

“Ultra Group” has the meaning set forth in the Separation and Distribution Agreement.

“Ultra Group Employee” means each individual who is either employed by a member of the Ultra Group immediately prior to the Effective Time or whose employment will be transferred from the Delta Group to the Ultra Group as of the Effective Time (as determined in good faith by Delta).

“Ultra HSA” has the meaning set forth in Section 7.3(b).

“Ultra Option” has the meaning set forth in Section 4.2(b).

“Ultra Post-Distribution Stock Value” means the average closing per share price of Ultra Common Stock based on the “when-issued” trading basis over the five (5) trading days immediately preceding the Distribution Date.

“Ultra PSU” means performance-based restricted stock units granted under the Ultra Equity Plan.

“Ultra Ratio” means the quotient obtained by dividing the Ultra Post-Distribution Stock Value by the Delta Pre-Distribution Stock Value.

“Ultra RSU” means restricted stock units granted under the Ultra Equity Plan, other than Ultra PSUs.

“Ultra Welfare Plan” means any Welfare Plan sponsored or maintained by any one or more members of the Ultra Group following the Effective Time.

“Ultra Welfare Plan Participants” has the meaning set forth in Section 7.1.

“U.S.” means the United States of America.

“WARN” means the U.S. Worker Adjustment and Retraining Notification Act, as amended, and the regulations promulgated thereunder, and any applicable state or local Law equivalent.

“Welfare Plan” means, where applicable, a “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, to any Employee, or to any family member, dependent or beneficiary of any such Employee, including any other plan offering health benefits (including medical, prescription drug, dental, vision, and mental health and substance abuse), disability benefits, or life, accidental death and disability, and business travel insurance, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time off

programs, contribution funding toward a health savings account, flexible spending accounts, or cashable credits of Delta or Ultra, as applicable.

In this Agreement, unless the context clearly indicates otherwise:

Each member of the Delta Group and each member of the Ultra Group shall take any and all reasonable action as shall be necessary or appropriate so that active participation in the Delta Benefit Plans by all Ultra Group Employees shall terminate in connection with the Distribution as and when provided under this Agreement (or if not specifically provided under this Agreement, as of the Effective Time).

such Employees and cooperate with the first Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any Employee.

Delta shall have no Liability or obligation under any Delta severance plan or policy with respect to Ultra Group Employees who did not have a termination of employment event giving rise to severance on or prior to the Effective Time. Subject to any obligations under any individual agreement or collective bargaining agreement, (a) Delta shall remain liable for all severance (i) to be paid to any Ultra Group Employee (or any other person who would be an Ultra Group Employee if such individual was employed by Ultra Group or Delta Group at the Effective Time) if and to the extent the termination of employment event giving rise to severance occurred on or prior to the Effective Time and (ii) to be paid to any Delta Group Employee, and (b) Ultra Group shall be liable for all severance to be paid to any Ultra Group Employee if and to the

extent the termination of employment event giving rise to the severance occurs following the Effective Time.

and reporting obligations regarding Ultra Group Employees (except as set forth above), and (B) furnish a Form W-2 or similar earnings statement to (x) all Ultra Group Employees (other than with respect to the period prior to the Payroll Transfer Date with respect to Ultra Group Employees who transfer from a Delta Entity to an Ultra Entity) and (y) all Delta Group Employees who transfer employment for payroll Tax purposes from an Ultra Entity to a Delta Entity with respect to the period prior to their Payroll Transfer Date. With respect to each Ultra Group Employee who was transferred from a Delta Entity to an Ultra Entity, Delta and Ultra shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (1) treat Ultra (or the applicable Ultra Entity) as a “successor employer” and Delta (or the applicable Delta Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (2) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Payroll Transfer Date with respect to each such Ultra Group Employee for the tax year during which the Payroll Transfer Date occurs, and (3) to the extent necessary or appropriate, file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to each such Ultra Group Employee for the tax year in which the Payroll Transfer Date occurs, in a manner provided in Section 4.02(1) of Revenue Procedure 2004-53. With respect to each Delta Group Employee who was transferred from a Ultra Entity to a Delta Entity on or prior to the Distribution Date, Delta and Ultra shall, and shall cause their respective Affiliates to (to the extent permitted by applicable Law and practicable) (x) treat Delta (or the applicable Delta Entity) as the employer under common law and otherwise for purposes of Section 3121(a) of the Code and any state unemployment or similar Laws on and after January 1, 2018 or, if necessary, a “successor employer” and Ultra (or the applicable Ultra Entity) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, to the extent appropriate, for purposes of taxes imposed under FICA or FUTA or under state unemployment or similar Laws, (y) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA and state unemployment or similar contributions upon or following the Payroll Transfer Date with respect to each such Delta Group Employee for the tax year during which the Payroll Transfer Date occurs, and (3) to the extent necessary or appropriate, file tax returns, exchange wage payment information, and report wage payments made by the respective predecessor and successor employer on separate IRS Forms W-2 or similar earnings statements to each such Delta Group Employee for the tax year in which the Payroll Transfer Date occurs, in a manner provided in Section 4.02(1) of Revenue Procedure 2004-53.

as applicable, will be deemed to be a reference to employment with the transferee employer. In the event that an employee is obliged under a retention agreement to return all or part of a retention award upon the employee’s termination of employment, the employee’s employer at the time shall be entitled to receive the repayment of such award.

payroll forms and Benefit Management Records for lawful purposes only, including calculation of withholdings from wages and personnel management. It is understood that following the Distribution Date, Delta records so transferred and assigned may be maintained by Ultra (acting directly or through one of its Subsidiaries) pursuant to Ultra’s applicable records retention policy.

informing such Employee of (i) the actions contemplated by this Section 4 with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the Delta Equity Plans during which time awards may not be exercised or settled, as the case may be.

Each outstanding Delta RSU held by an Ultra Group Employee at the Effective Time shall be converted into an Ultra RSU, subject to terms and conditions after the Effective Time that are substantially similar to the terms and conditions applicable to the corresponding Delta RSU immediately prior to the Effective Time. However, from and after the Effective Time, the number of shares of Ultra Common Stock subject to each such Ultra RSU shall be equal to (A) the number of shares of Delta Common Stock subject to the corresponding RSU immediately prior to the Effective Time divided by (B) the Ultra Ratio, with any fractional share rounded down to the nearest whole share.

award or other compensation does not cause the imposition of a penalty tax under Section 409A of the Code.

Ultra shall be responsible for all Liabilities associated with Ultra Options, Ultra RSUs and Ultra PSUs, including any option exercise, share delivery, registration or other obligations related to the exercise of the Ultra Options or the settlement of the Ultra RSUs and Ultra PSUs. Delta shall be responsible for all Liabilities associated with Delta Options, Delta RSUs and Delta PSUs (other than Delta Options, Delta RSUs and Delta PSUs which have converted into Ultra Options, Ultra RSUs and Ultra PSUs, respectively), including any option exercise, share delivery, registration or other obligations related to the exercise of such Delta Options or the settlement of such Delta RSUs and Delta PSUs.

As soon as reasonably practicable and subject to applicable Law, Ultra shall prepare and file with the Securities Exchange Commission a registration statement on Form S-8 (or another appropriate form) registering under the Securities Act the offering of a number of shares of Ultra Common Stock at a minimum

equal to the number of shares available under the Ultra 401(k) Plan, Ultra RSUs, Ultra PSUs and Ultra Options.

Ultra (or one of its Subsidiaries) will be responsible for all income, payroll, or other tax withholding, reporting and remittance obligations related to any equity incentive award granted to Ultra Group Employees, including the Ultra Options, Ultra RSUs and Ultra PSUs.

Not later than the Effective Time, Ultra shall, or shall have caused an Ultra Entity to, have adopted the Ultra Equity Plan and taken any necessary and appropriate actions to enable Ultra and the Ultra Equity Plan to assume the awards converted pursuant to this Section 4. The Ultra Equity Plan shall be approved prior to the Effective Time by the sole stockholder of Ultra.

On or before the Effective Time, Ultra shall, or shall cause another Ultra Entity to, establish a defined contribution plan for the benefit of Ultra Group Employees (the “Ultra 401(k) Plan”), which (a) as of the date of its establishment, shall have terms that are substantially identical to the terms of the MAP and (b) through December 31, 2018, shall have the obligations with respect to employer matching contributions that are no more favorable to the Ultra Group Employees than those set forth in the terms of the MAP. Ultra shall be responsible for taking all necessary, reasonable, and appropriate action to establish, maintain, and administer the Ultra 401(k) Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. Ultra (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the Ultra 401(k) Plan, provided that, as soon as reasonably practicable following Delta’s receipt of notice of Ultra’s payment of any employer matching contributions to Ultra Group Employees in respect of the plan year ending December 31, 2018 (together with reasonable details related thereto), Delta shall pay Ultra an amount equal to the product of (i) the aggregate amount of such contributions and (ii) a fraction, the numerator is the number of full and partial calendar months of 2018 ending on or prior to the Distribution Date and the denominator of which is twelve (12).

On or before the Effective Time (or such later time as mutually agreed by the Parties), Delta shall cause the accounts (including any outstanding loan balances) in the MAP attributable to Ultra Group Employees who will participate in the Ultra 401(k) Plan (the “Ultra 401(k) Plan Beneficiaries”) and all of the Assets and Liabilities in the MAP related thereto to be transferred in-kind to the Ultra 401(k) Plan, and Ultra shall cause the Ultra 401(k) Plan to accept such transfer of accounts and underlying Assets and Liabilities and, effective as of the date of such transfer, to assume and to fully perform, pay, and discharge, all obligations of the MAP relating to the accounts of the Ultra 401(k) Plan Beneficiaries (to the extent the Assets and Liabilities related to those accounts are actually transferred from the MAP to the Ultra 401(k) Plan) as of the establishment of such plan. The transfer of Assets and Liabilities shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)‑1, and Section 208 of ERISA.

As of the date on which MAP assets are transferred to the Ultra 401(k) Plan pursuant to Section 5.2, Ultra (acting directly or through members of the Ultra Group) shall cause the Ultra 401(k) Plan to recognize and maintain all MAP elections for each respective Ultra Group Employee, including, but not limited to, deferral, investment, and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to Ultra Group Employees to the extent such election or designation is available under the Ultra 401(k) Plan.

Ultra will take all steps and make any necessary filings with the IRS to establish and maintain the Ultra 401(k) Plan so that it is qualified under Section 401(a) of the Code and the related trust is tax-exempt under Section 501(a) of the Code, including seeking and obtaining a favorable determination letter from the IRS as to such qualification. Furthermore, no later than thirty (30) days prior to the Effective Time, Delta and Ultra (each acting directly or through their respective Affiliates) shall, to the extent necessary, file IRS Form 5310-A regarding the transfer of Assets and Liabilities from the MAP to the Ultra 401(k) Plan as discussed in this Section 5.

On or before the Effective Time, Ultra shall, or shall cause another Ultra Entity to, establish and adopt Ultra Welfare Plans that will provide welfare benefits to each Ultra Group Employee who was a participant in any Delta Welfare Plan (and their eligible spouses and dependents, as the case may be) (collectively, the “Ultra Welfare Plan Participants”) under terms and conditions that are substantially identical to the Delta Welfare Plans. Coverage and benefits under the Ultra Welfare Plans shall then be provided to the Ultra Welfare Plan Participants on an uninterrupted basis, so far as is reasonably practicable, under the newly established Ultra Welfare Plans that shall contain substantially the same benefit provisions as in effect under the corresponding Delta Welfare Plans immediately prior to the Effective Time. Ultra Welfare Plan Participants shall cease to be eligible for coverage under the Delta Welfare Plans in the case of Ultra Welfare Plan Participants following the establishment and adoption of the Ultra Welfare Plans and the transfer of

such participants to the Ultra Welfare Plans. Delta Group Employees and Former Delta Group Employees shall not participate in any Ultra Welfare Plans at any time.

corresponding Ultra HSA, and (iii) all elections and reimbursements made with respect to an HSA Participation Period under a Delta health savings account will be deemed to have been made with respect to the corresponding Ultra HSA.

To the extent any Delta Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, Delta and Ultra will cooperate and use their commercially reasonable efforts to replicate such insurance contracts for Ultra (except to the extent changes are required under applicable state insurance Laws or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Delta and Ultra for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.4.

Except as provided below, to the extent any Delta Welfare Plan is administered by a third-party vendor, Delta and Ultra will cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for Ultra and to maintain any pricing discounts or other preferential terms for both Delta and Ultra for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.5.

Workers’ compensation will be dealt with as per Section 10 of the Separation and Distribution Agreement.

mutually agreed upon dates, Delta will reasonably and in good faith determine the present value of such claims and Liabilities and Ultra shall reimburse Delta for that amount.

Except as otherwise provided under this Agreement, effective as of immediately after the Effective Time, Ultra Group Employees shall not be eligible to participate in any Delta Benefit Plan.

Ultra shall recognize and assume all Liability for all unused vacation, holiday, sick leave, flex days, personal days and paid-time off and other time-off benefits with respect to Ultra Group Employees which accrued prior to the Effective Time and Ultra shall credit each Ultra Group Employee with such accrual. To the extent necessary or appropriate under applicable Law to obtain consents from any Ultra Group Employees to recognize and assume such Liability, Ultra shall use commercially reasonable efforts to seek such consents and, if any such consents are not received after such efforts and Delta pays any Ultra Group Employees in respect of such Liability, Ultra shall reimburse Delta for the amount of such payment (and any payroll Tax obligations in respect thereof) within thirty (30) days following the Distribution Date, subject to receipt of reasonable verification from Delta. Delta shall recognize and assume all Liability for all unused vacation, holiday, sick leave, flex days, personal days and paid-time off and other time-off benefits with respect to Delta Group Employees which accrued prior to the Effective Time.

in claims history due to the Delayed Transfer Ultra Group Employees) with respect to the Delayed Transfer Ultra Group Employee following the Distribution Date, Ultra shall reimburse Delta for the aggregate amount of such costs and expenses within thirty (30) days following written request for reimbursement, subject to receipt of reasonable verification from Delta.

With respect to any Delta Director and Ultra Director, Delta shall retain responsibility for the payment of any fees payable in respect of service on the board of directors of Delta that are payable but not yet paid as of the Effective Time, and Ultra shall not have any responsibility for any such payments. With respect to any Ultra Director, Ultra shall be responsible for the payment of any fees payable in respect of service on the board of directors of Ultra that are earned at any time beginning at or after the Effective Time, and Delta shall not have any responsibility for any such payments. With respect to any Delta Director, Delta shall be responsible for the payment of any fees payable in respect of service on the board of directors of Delta that are earned at any time beginning at or after the Effective Time, and Ultra shall not have any responsibility for any such payments.

agreements is not permitted, effective as of the Effective Time, each member of the Delta Group shall be considered to be a successor to each member of the Ultra Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) and the assignment of any intellectual property between a member of the Ultra Group and a Delta Group Employee, such that each member of the Delta Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Delta Group; provided, however, that in no event shall Ultra be permitted to enforce such restrictive covenant agreements against Delta Group Employees for action taken in their capacity as employees of a member of the Delta Group.

Notwithstanding any other provision of this Agreement to the contrary, except as explicitly set forth in this Section 10, Delta Group Employees and Ultra Group Employees who are resident outside of the U.S. or otherwise are subject to non-U.S. Law and their related benefits and obligations shall be treated, in so far as is practicable, in the same manner as the Delta Group Employees and Ultra Group Employees who are resident in the U.S.; provided, however, that all actions taken with respect to non-U.S. Employees in connection with the Distribution will be accomplished in accordance with applicable Law and custom in each of the applicable jurisdictions.

Equity awards held by non-U.S. Employees of the Delta Group or the Ultra Group shall have such special adjustments and provisions as are reasonably needed to satisfy any applicable local Law.

The rights of each member of the Delta Group and each member of the Ultra Group to amend, waive, or terminate any Benefit Plan shall not be limited in any way by this Agreement.

Each Party agrees that any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith that is not otherwise public through no fault of such Party is confidential and is subject to the terms of the confidentiality provisions set forth herein and in the Separation and Distribution Agreement, including Section 3.3(e) of this Agreement and Section 8.5 of the Separation and Distribution Agreement.

Except as otherwise provided in this Agreement, on and after the Distribution Date, Ultra shall assume, and be solely liable for, the handling, administration, investigation, and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal,

discrimination or human rights, and unemployment compensation claims asserted at any time against Delta or any member of the Delta Group by any Ultra Group Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with respect to the business activities of any member of the Ultra Group or the Ultra Business after the Distribution Date. Except as otherwise provided in this Agreement, Delta shall retain and, if applicable, assume, and be solely liable for, the handling, administration, investigation, and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights, and unemployment compensation claims asserted at any time against Ultra or any member of the Ultra Group by any Delta Group Employee (including any dependent or beneficiary of any such Employees), except to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant or otherwise) to or with respect to the business activities of any member of the Ultra Group or the Ultra Business after the Distribution Date. To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Delta Group Employees (or Former Delta Group Employees) and Ultra Group Employees and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Separation and Distribution Agreement shall apply with respect to each Party’s indemnification obligations under this Section 11.3.

Each Party agrees to reimburse the other Party, within thirty (30) days of receipt from the other Party of reasonable verification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective Delta and Ultra Welfare Plans, Retirement Plans, Benefit Plans, and Deferred Compensation Plans and, as contemplated by Sections 4, 5, 6 and 7, any termination or severance payments or benefits. All Liabilities retained, assumed, or indemnified against by Ultra pursuant to this Agreement, and all Liabilities retained, assumed, or indemnified against by Delta pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Separation and Distribution Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Ultra Group to pay or reimburse to any member of the Delta Group any benefit-related cost item that a member of the Ultra Group has paid or reimbursed to any member of the Delta Group prior to the Effective Time and (ii) no provision of this Agreement shall require any member of the Delta Group to pay or reimburse to any member of the Ultra Group any benefit-related cost item that a member of the Delta Group has paid or reimbursed to any member of the Ultra Group prior to the Effective Time.

Except as otherwise provided in this Agreement or any other contractual agreement or arrangement, each Party shall pay its own expenses in fulfilling its obligations under this Agreement.

Delta and Ultra each acknowledges that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall

be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good-faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

This Agreement, together with the documents referenced herein (including the Separation and Distribution Agreement and the Benefit Plans), constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. To the extent any provision of this Agreement conflicts with the provisions of the Separation and Distribution Agreement (other than Sections 11.10 and 11.15(b) thereof), the provisions of this Agreement shall be deemed to control with respect to the subject matter hereof.

This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon any third parties any remedy, claim, Liability, reimbursement, cause of action, or other right in excess of those existing without reference to this Agreement. Nothing in this Agreement is intended to amend any Benefit Plan or affect the applicable plan sponsor’s right to amend or terminate any Benefit Plan pursuant to the terms of such plan. The provisions of this Agreement are solely for the benefit of the Parties, and no current or former Employee, officer, director, or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. This Agreement may not be assigned by any Party, except with the prior written consent of the other Party.

No change or amendment may be made to this Agreement except by an instrument in writing signed on behalf of each of the Parties and in accordance with Sections 11.10 and 11.15(b) of the Separation and Distribution Agreement. Subject to Sections 11.10 and 11.15(b) of the Separation and Distribution Agreement, any Party may, at any time, (i) extend the time for the performance of any of the obligations or other acts of another Party, (ii) waive any inaccuracies in the representations and warranties of another Party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance by another Party with any of the agreements, covenants, or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. No failure or delay on the part of any Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant, or agreement contained herein, nor shall any single or partial exercise of any such right preclude other or further exercises thereof or of any other right.

All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Unless otherwise expressly provided herein, all notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given (i) when personally delivered, (ii) if mailed by registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent, (iii) if sent by overnight courier which delivers only upon the executed receipt of the addressee, on the date the receipt acknowledgment is executed or refused by the addressee or its agent, or (iv) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice delivered pursuant to this clause (iv) shall also be sent pursuant to clause (i), (ii) or (iii)), addressed to the attention of the addressee’s General Counsel at the address of its principal executive office or to such other address or facsimile number for a Party as it shall have specified by like notice.

This Agreement, including the other documents referred to herein, may be executed in multiple counterparts, each of which when executed shall be deemed to be an original but all of which together shall constitute one and the same agreement.

If any term or other provision of this Agreement is determined by a non-appealable decision by a court, administrative agency, or arbitrator 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 any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the court, administrative agency, or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

This Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any Party to enter herein and therein, whether for breach of contract, tortious conduct, or otherwise and whether predicated on common law, statute, or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of New York irrespective of the choice of laws principles of the State of New York, including all matters of validity, construction, effect, enforceability, performance, and remedies.

The procedures for negotiation and binding arbitration set forth in Section 9 of the Separation and Distribution Agreement shall apply to any dispute, controversy or claim (whether sounding in contract, tort

or otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability, or validity hereof. For the avoidance of doubt, this Section 11.15 shall not apply to any dispute, controversy or claim (whether sounding in contract, tort or otherwise) that arises out of or relates to Sections 11.10 or 11.15(b) of the Separation and Distribution Agreement.

Each of Delta and Ultra shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any member of the Delta Group and any member of the Ultra Group, respectively. Each of the Parties agrees to take such further actions and to execute, acknowledge, and deliver, or to cause to be executed, acknowledged, and delivered, all such further documents as are reasonably requested by the other for carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement.

This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against any Party.

Notwithstanding anything in this Agreement to the contrary, if the Separation and Distribution Agreement is terminated prior to the Effective Time, this Agreement shall be of no further force and effect and shall be void ab initio.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

By:     /s/ William L. Deckelman, Jr.

By:     /s/ William L. Deckelman, Jr.