Common use of Plans Following the Closing Clause in Contracts

Plans Following the Closing. (a) Except to the extent changes are (i) required by Applicable Law; (ii) necessary to maintain the tax favored status of any employee plan or benefit arrangement; (iii) permitted or required under any applicable collective bargaining agreement; or (iv) necessary to eliminate the use of any equity securities as the basis for any equity-based incentive compensation, during the one-year period following the Closing, Newco will maintain employee compensation and employee plans and benefit arrangements for the benefit of the Transferred Employees and Transferred Beneficiaries, in either case, who are not covered by collective bargaining agreements, that are substantially similar to the Employee Plans and Benefit Arrangements (excluding any stock options, stock appreciation or other equity based incentive compensation) in effect on the Closing Date; provided, however, that layoff, severance and retention benefits (including the Special Severance Program) shall be identical during this period; provided, further, that post-retirement benefits for Camden Transferees shall also be provided in accordance with Sections G.03(b) and G.05(f). During such period, for Transferred Employees and Transferred Beneficiaries who are covered by collective bargaining agreements, Newco shall provide such benefits as are required by any and such collective bargaining agreements as are assumed pursuant to Section G.04. Newco will give Transferred Employees full credit for purposes of eligibility, vesting and benefit accrual under any such plans or arrangements maintained by Newco pursuant to this Section G.03 for such Transferred Employees' service recognized for such purposes under the Employee Plans and Benefit Arrangements at Closing; provided, however, that any Newco pension plan may offset pension benefits provided under Newco's pension plan to a Transferred Employee and attributable to service before the Closing Date by any pension benefits provided to that Transferred Employee under any Lockheed Martin pension plan and attributabxx xx that same pre- Closing service. (b) Effective as of the Closing Date, Lockheed Martin and its Affiliates shall cexxx xo have any liability or obligation to provide post- retirement medical and life insurance benefits to Transferred Employees and Transferred Beneficiaries and Newco shall assume all such liabilities and obligations to provide post- retirement life and medical benefits and shall provide post-retirement medical and life insurance benefits in accordance with Section G.03(a). In addition, Newco will provide (i) substantially equivalent post-retirement medical benefits for Camden Transferees who meet the age and service requirements for those benefits (as such requirements are in effect under the applicable Lockheed Martin plan immediately prior to thx Xxxxing Date) by the five-year anniversary of the Closing Date and who retire before that 5th year anniversary; (ii) substantially equivalent post retirement life insurance benefits for those Camden Transferees who were at least age 50 as of December 31, 1994 and have ten years of continuous service at retirement; and (iii) post-retirement medical benefits and life insurance for Transferred Employees and Transferred Beneficiaries covered by a collective bargaining agreement in accordance with the terms of that agreement. Notwithstanding the foregoing, nothing herein shall prevent Newco from increasing the cost to Transferred Employees or Transferred Beneficiaries who became participants in such plans to the extent permitted by law, but only if the proportion of any required payments by such participants does not change in relation to the payments made prior to the Closing Date by such participant's employer; provided, however, nothing herein permits the level of benefits provided under the plans to be decreased.

Plans Following the Closing. (a) Except to the extent changes are (i) required by Applicable Law; (ii) necessary to maintain the tax favored status of any employee plan or benefit arrangement; (iii) permitted or required under any applicable collective bargaining agreement; or (iv) necessary to eliminate the use of any equity securities as the basis for any equity-based incentive compensation, during the one-year period following the Closing, Newco will maintain employee compensation and employee plans and benefit arrangements for the benefit of the Transferred Employees and Transferred Beneficiaries, in either case, who are not covered by collective bargaining agreements, that are substantially similar to the Employee Plans and Benefit Arrangements (excluding any stock options, stock appreciation or other equity based incentive compensation) in effect on the Closing Date; provided, however, that layoff, severance and retention benefits (including the Special Severance Program) shall be identical during this period; provided, further, that post-retirement benefits for Camden Transferees shall also be provided in accordance with Sections G.03(b) and G.05(f). During such period, for Transferred Employees and Transferred Beneficiaries who are covered by collective bargaining agreements, Newco shall provide such benefits as are required by any and such collective bargaining agreements as are assumed pursuant to Section G.04. Newco will give Transferred Employees full credit for purposes of eligibility, vesting and benefit accrual under any such plans or arrangements maintained by Newco pursuant to this Section G.03 for such Transferred Employees' service recognized for such purposes under the Employee Plans and Benefit Arrangements at Closing; provided, however, that any Newco pension plan may offset pension benefits provided under Newco's pension plan to a Transferred Employee and attributable to service before the Closing Date by any pension benefits provided to that Transferred Employee under any Lockheed Martin Xxxxxx pension plan and attributabxx xx attributable to that same pre- pre-Closing service. (b) Effective as of the Closing Date, Lockheed Martin Xxxxxx and its Affiliates shall cexxx xo cease to have any liability or obligation to provide post- post-retirement medical and life insurance benefits to Transferred Employees and Transferred Beneficiaries and Newco shall assume all such liabilities and obligations to provide post- post-retirement life and medical benefits and shall provide post-retirement medical and life insurance benefits in accordance with Section G.03(a). In addition, Newco will provide (i) substantially equivalent post-retirement medical benefits for Camden Transferees who meet the age and service requirements for those benefits (as such requirements are in effect under the applicable Lockheed Martin Xxxxxx plan immediately prior to thx Xxxxing the Closing Date) by the five-year anniversary of the Closing Date and who retire before that 5th year anniversary; (ii) substantially equivalent post retirement life insurance benefits for those Camden Transferees who were at least age 50 as of December 31, 1994 and have ten years of continuous service at retirement; and (iii) post-retirement medical benefits and life insurance for Transferred Employees and Transferred Beneficiaries covered by a collective bargaining agreement in accordance with the terms of that agreement. Notwithstanding the foregoing, nothing herein shall prevent Newco from increasing the cost to Transferred Employees or Transferred Beneficiaries who became participants in such plans to the extent permitted by law, but only if the proportion of any required payments by such participants does not change in relation to the payments made prior to the Closing Date by such participant's employer; provided, however, nothing herein permits the level of benefits provided under the plans to be decreased.

Plans Following the Closing. (a) Except to the extent changes are (i) required by Applicable Law; (ii) necessary to maintain the tax favored status of any employee plan or benefit arrangement; (iii) permitted or required under any applicable collective bargaining agreement; or (iv) necessary to eliminate the use of any equity securities as the basis for any equity-based incentive compensation, during the one-year period following the Closing, Newco will maintain employee compensation and employee plans and benefit arrangements for the benefit of the Transferred Employees and Transferred Beneficiaries, in either case, who are not covered by collective bargaining agreements, that are substantially similar to the Employee Plans and Benefit Arrangements (excluding any stock options, stock appreciation or other equity based incentive compensation) in effect on the Closing Date; provided, however, that layoff, severance and retention benefits (including the Special Severance Program) shall be identical during this period; provided, further, that post-retirement benefits for Camden Transferees shall also be provided in accordance with Sections G.03(b) and G.05(f). During such period, for Transferred Employees and Transferred Beneficiaries who are covered by collective bargaining agreements, Newco shall provide such benefits as are required by any and such collective bargaining agreements as are assumed pursuant to Section G.04. Newco will give Transferred Employees full credit for purposes of eligibility, vesting and benefit accrual under any such plans or arrangements maintained by Newco pursuant to this Section G.03 for such Transferred Employees' service recognized for such purposes under the Employee Plans and Benefit Arrangements at Closing; provided, however, that any Newco pension plan may offset pension benefits provided under Newco's pension plan to a Transferred Employee and attributable to service before the Closing Date by any pension benefits provided to that Transferred Employee under any Lockheed Martin Xxxxxx pension plan and attributabxx xx attributable to that same pre- pre-Closing service. (b) Effective as of the Closing Date, Lockheed Martin Xxxxxx and its Affiliates shall cexxx xo cease to have any liability or obligation to provide post- post-retirement medical and life insurance benefits to Transferred Employees and Transferred Beneficiaries and Newco shall assume all such liabilities and obligations to provide post- post-retirement life and medical benefits and shall provide post-retirement medical and life insurance benefits in accordance with Section G.03(a). In addition, Newco will provide (i) substantially equivalent post-retirement medical benefits for Camden Transferees who meet the age and service requirements for those benefits (as such requirements are in effect under the applicable Lockheed Martin Xxxxxx plan immediately prior to thx Xxxxing the Closing Date) by the five-year anniversary of the Closing Date and who retire before that 5th year anniversary; (ii) substantially equivalent post retirement life insurance benefits for those Camden Transferees who were at least age 50 as of December 31, 1994 and have ten years of continuous service at retirement; and (iii) post-retirement medical benefits and life insurance for Transferred Employees and Transferred Beneficiaries covered by a collective bargaining agreement in accordance with the terms of that agreement. Notwithstanding the foregoing, nothing herein shall prevent Newco from increasing the cost to Transferred Employees or Transferred Beneficiaries who became participants in such plans to the extent permitted by law, but only if the proportion of any required payments by such participants does not change in relation to the payments made prior to the Closing Date by such participant's employer; provided, however, nothing herein permits the level of benefits provided under the plans to be decreased. (c) Newco's plans that are welfare plans (as defined in Section 3(1) of ERISA) shall not contain a clause excluding coverage for preexisting conditions of Transferred Employees or Transferred Beneficiaries (unless and only to the extent and for the period that such pre-existing condition as of the Closing Date would be excluded from coverage under the welfare plans of the Business) and shall provide that any expenses incurred by a Transferred Employee or Transferred Beneficiary during 1997 on or before the Closing shall be taken into account from the Closing until December 31, 1997 under such welfare plans for the purposes of deductible and coinsurance requirements and satisfaction of maximum out-of-pocket provisions to the same extent as if such expenses had been incurred after the Closing. (d) Effective as of the Closing Date, Newco and Lockheed Xxxxxx shall enter into a benefit administration agreement or agreements, whereby Newco shall provide to Lockheed Xxxxxx and Lockheed Xxxxxx shall provide to Newco, upon reasonable request, assistance in the administration of benefit plans and arrangements after the Closing Date. Newco and Lockheed Xxxxxx agree to negotiate in good faith the cost of such services and actual terms of such benefit administration agreement(s).

Plans Following the Closing. (a) Except to the extent changes are (i) required by Applicable Law; (ii) necessary to maintain the tax favored status of any employee plan or benefit arrangement; (iii) permitted or required under any applicable collective bargaining agreement; or (iv) necessary to eliminate the use of any equity securities as the basis for any equity-based incentive compensation, during the one-year period Immediately following the Closing, Newco will maintain employee compensation the Purchaser shall provide CE Employees Employee Plans and employee plans and benefit arrangements for the benefit of the Transferred Employees and Transferred Beneficiaries, in either case, who are not covered by collective bargaining agreements, Benefit Arrangements that are substantially similar equivalent to the Employee Plans and Benefit Arrangements (excluding any stock options, stock appreciation or maintained by the Purchaser on behalf of its other equity based incentive compensation) employees who are employed in effect on the Closing Date; provided, however, that layoff, severance and retention benefits (including the Special Severance Program) comparable positions. CE Employees shall be identical during this periodcredited for purposes of participation, eligibility and vesting for the service credited under Benefit Arrangements and Employee Plans which are similar to Employee Plans and Benefit Arrangements maintained by the Purchaser for CE Employees; provided however that no service for the Seller and its Affiliates shall be required to be recognized for any benefit accrual purposes; and provided, further, that post-retirement benefits for Camden Transferees layoff and severance shall also be identical to those provided in accordance with Sections G.03(b) and G.05(f). During such period, for Transferred Employees and Transferred Beneficiaries who are covered by collective bargaining agreements, Newco shall provide such benefits as are required by any and such collective bargaining agreements as are assumed pursuant to Section G.04. Newco will give Transferred Employees full credit for purposes of eligibility, vesting and benefit accrual under any such plans or arrangements maintained by Newco pursuant to this Section G.03 for such Transferred Employees' service recognized for such purposes under the Seller's Employee Plans and Benefit Arrangements at for any CE Employee terminated or laid off in the 180-day period following the Closing; provided, however, that any Newco pension plan may offset pension benefits provided under Newco's pension plan to a Transferred Employee and attributable to service before the Closing Date by any pension benefits provided to that Transferred Employee under any Lockheed Martin pension plan and attributabxx xx that same pre- Closing service. (b) Effective as of the Closing Date, Lockheed Martin the Seller and its Affiliates (other than CE) shall cexxx xo have any retain liability or obligation to provide post- retirement medical and life insurance benefits to Transferred Employees and Transferred Beneficiaries and Newco shall assume all such liabilities and obligations to provide post- retirement life and medical benefits and shall provide post-retirement medical and life insurance benefits in accordance with Section G.03(a). In addition, Newco will to CE Employees and CE Beneficiaries and CE shall have no liability or obligation to provide (i) substantially equivalent post-retirement life and medical benefits for Camden Transferees who meet to CE Employees and CE Beneficiaries. Nothing contained herein is intended to limit or restrict the age Seller's ability to amend or terminate its or CE's post-retirement life and service requirements for those benefits medical plans before, on or after the Closing. (c) CE's plans that are welfare plans (as defined in Section 3(1) of ERISA) shall not contain a clause excluding coverage for preexisting conditions of CE Employees or CE Beneficiaries (unless and only to the extent and for the period that such requirements are in effect under the applicable Lockheed Martin plan immediately prior to thx Xxxxing Date) by the fivepre-year anniversary existing condition as of the Closing Date would be excluded from coverage under the welfare plans of CE) and who retire before shall provide that 5th year anniversary; (ii) substantially equivalent post retirement life insurance benefits for those Camden Transferees who were at least age 50 as of December 31, 1994 and have ten years of continuous service at retirement; and (iii) post-retirement medical benefits and life insurance for Transferred Employees and Transferred Beneficiaries covered any expenses incurred by a collective bargaining agreement CE Employee or CE Beneficiary under the Employee Plans and Benefit Arrangements during the calendar year in accordance with which the terms of that agreement. Notwithstanding Closing occurs shall be taken into account under the foregoing, nothing herein shall prevent Newco from increasing the cost to Transferred welfare plans covering CE Employees or Transferred CE Beneficiaries who became participants in such plans after the Closing for the purposes of deductible and coinsurance requirements and satisfaction of maximum out-of-pocket provisions to the same extent permitted by law, but only as if such expenses had been incurred after the proportion of any required payments by such participants does not change in relation to the payments made prior to the Closing Date by such participant's employer; provided, however, nothing herein permits the level of benefits provided under the plans to be decreasedClosing.

Plans Following the Closing. (a) Except to the extent changes are (i) required by Applicable Law; (ii) Law or necessary to maintain the tax tax-favored status of any employee benefit plan or benefit arrangement; (iii) permitted or required under any applicable collective bargaining agreement; or (iv) necessary to eliminate , from the use of any equity securities as Closing Date through December 31, 1998, the basis for any equity-based incentive compensation, during the one-year period following the Closing, Newco Company will maintain or cause to be maintained employee compensation and employee benefit plans and benefit arrangements for the benefit of the Transferred Employees and Transferred Beneficiaries, in either case, who are not covered by collective bargaining agreements, that are substantially similar to the Employee Plans and Benefit Arrangements (excluding other than the LM Supplemental Savings Plan and any stock options, stock appreciation or other equity based incentive compensationdeferred bonus plan) in effect on the form furnished or made available to the Company prior to the Closing Date; provided, however, provided that layoff, layoff benefits and severance and retention benefits (including the Special Severance Program) shall be identical during this period; and provided, further, that post-retirement benefits for Camden Transferees shall also be provided in accordance with Sections G.03(b) and G.05(f). During such period, for those Transferred Employees and Transferred Beneficiaries who are covered by collective bargaining agreementscurrently participating in the LM nonqualified defined benefit pension plans, Newco shall provide such benefits as are required by any the Company will provide, or cause to be provided, an equivalent plan or plans during the term of their employment with the Company and such collective bargaining agreements as are assumed pursuant to Section G.04its Affiliates. Newco The Company will give Transferred Employees full credit for purposes of eligibility, vesting and benefit accrual under any such plans or arrangements maintained by Newco the Company pursuant to this Section G.03 IV.04 for such Transferred Employees' service recognized for such purposes under the Employee Plans and Benefit Arrangements at Closing; provided, however, that any Newco pension plan may offset pension benefits provided under Newco's pension plan to a Transferred Employee and attributable to service before the Closing Date by any pension benefits provided to that Transferred Employee under any Lockheed Martin pension plan and attributabxx xx that same pre- Closing serviceArrangements. (b) With respect to RIP I, RIP II and, subject to collectively bargained obligations, the Aerospace Plan, until December 31, 1998, the Company will provide Transferred Employees participating in such plans as of the Closing Date with pension benefits that accrue on a basis no less favorable to such employees than would accrue under such plans (as in effect on the Closing Date) assuming the Transferred Employees had continued to participate therein until December 31, 1998, based on their continued service and compensation with the Company following the Closing Date. (c) The Company's plans that are welfare plans (as defined in Section 3(1) of ERISA) shall not contain a clause excluding coverage for preexisting conditions and shall provide that any expenses incurred under the Employee Plans by Transferred Employees during the calendar year in which the Closing Date occurs shall be taken into account during the first plan year of such welfare plans for the purposes of satisfying deductible and coinsurance requirements and satisfaction of maximum out-of-pocket provisions to the same extent as if such expenses had been incurred after the Closing Date. (d) The parties agree to cooperate in the equitable treatment of flexible spending accounts for Transferred Employees, with the obligations of LM and the Company to be reconciled taking into account the respective payroll deductions collected, and the claims experience, of each during the plan year in which the Closing Date occurs. LM shall provide the Company with information regarding enrollment and election options by each Transferred Employee for the year following the year in which they become a Transferred Employee. (e) Effective as of the Closing Date, Lockheed Martin LM and its Affiliates shall cexxx xo have any liability the Company will enter into a benefit administration agreement or obligation to provide post- retirement medical and life insurance benefits to Transferred Employees and Transferred Beneficiaries and Newco shall assume all such liabilities and obligations to provide post- retirement life and medical benefits and agreements, whereby LM shall provide post-retirement medical management and life insurance benefits in accordance administrative services with Section G.03(a). In additionrespect to benefit plans, Newco will provide (i) substantially equivalent post-retirement medical benefits for Camden Transferees who meet the age payroll and service requirements for those benefits (as such requirements are in effect under the applicable Lockheed Martin plan immediately prior to thx Xxxxing Date) other services and arrangements adopted by the five-year anniversary Company and the Company shall provide similar services to LM as requested, effective as of the Closing Date and who retire before that 5th year anniversary; (iiDate. The term of any such benefit administration agreement(s) substantially equivalent post retirement life insurance benefits shall be for those Camden Transferees who were at least age 50 as a period of not less than twelve months, or for such longer period, ending not later than December 31, 1994 1998, as shall be administratively feasible for LM or the Company, as applicable, based on consistency of the Company's plans with plans maintained by LM, and have ten years shall contain appropriate provisions regarding indemnification of continuous service at retirement; XX or the Company, as the case may be, their Affiliates and (iii) post-retirement medical benefits each officer, employee and life insurance for Transferred Employees director of LM or the Company and Transferred Beneficiaries covered by a collective bargaining agreement their Affiliates and each fiduciary of any such benefit plans and arrangements with respect to the provision of such management and administrative services. The Company and LM agree to negotiate in accordance with good faith the cost of such services and actual terms of that agreementany such benefit administration agreement(s). Notwithstanding LM shall provide the foregoing, nothing herein shall prevent Newco from increasing the cost to Transferred Employees or Transferred Beneficiaries who became participants in such plans to the extent permitted by law, but only if the proportion Company with at least 60 days' advance notice of any required payments by such participants does not change in relation changes to the payments made its plans that are scheduled to go into effect prior to December 31, 1998 that will affect LM's ability to continue to administer the Closing Date by such participantCompany's employer; provided, however, nothing herein permits the level of benefits provided under the plans to be decreasedplans.