Common use of Tax-Qualified Plans Clause in Contracts

Tax-Qualified Plans. On the Closing Date or as soon as practicable thereafter, Purchaser shall permit any active employee of an Acquired Company who has an account balance under the Edgewater Technology 401(k) Savings Plan (a "PARTICIPANT") to rollover (whether by direct or indirect rollover, as selected by such Participant) his or her "eligible rollover distribution" (as defined under Section 402(c)(4) of the Code) from the Edgewater Technology 401(k) Savings Plan to a retirement plan maintained by Purchaser or its affiliates that contains a cash or deferred arrangement under Section 401(k) of the Code ("PURCHASER 401(k) PLAN"). Seller acknowledges that on and after the Closing Date the account balances of employees of the Acquired Companies shall be distributable from the Edgewater Technology 401(k) Savings Plan in accordance with Section 401(k)(10) of the Code. Seller and the Edgewater Technology 401(k) Savings Plan shall not place any Participant's plan loan into default or declare a default with respect to any plan loan during the six-month period following the Closing Date or such shorter period as requested by Purchaser, so long as such Participant continues to make payments where due and transfers his or her account balance under the Edgewater Technology 401(k) Savings Plan, together with the note evidencing the plan loan, to the Purchaser 401(k) Plan through a direct rollover on or as soon as administratively practicable following the Closing. Purchaser shall be responsible for forwarding all loan payments under the Edgewater Technology 401(k) Savings Plan to the trustee of the Edgewater Technology 401(k) Savings Plan. Purchaser shall amend the Purchaser 401(k) Plan and Seller shall amend the Edgewater Technology 401(k) Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 11.4. Seller and Purchaser shall cooperate with each other (and cause the trustees of the Edgewater Technology 401(k) Savings Plan and Purchaser 401(k) Plan to cooperate with each other) with respect to the rollover of the distributions to the Participants.

Tax-Qualified Plans. On Each Transferred Employee who is a participant in the Tyco (US) Retirement Savings and Investment Plan (the “Tyco Savings Plan”) shall cease to be an active participant under such plan effective as of the Closing Date or and all account balances shall be vested. Effective as soon as practicable thereafterof the Closing Date, Purchaser shall permit any active employee of an Acquired Company who has an account balance under the Edgewater Technology 401(k) Savings Plan (have, or shall cause its Affiliates to have, in effect a "PARTICIPANT") to rollover (whether by direct or indirect rollover, as selected by such Participant) his or her "eligible rollover distribution" (as defined contribution plan that is qualified under Section 402(c)(4401(a) of the Code) from the Edgewater Technology 401(k) Savings Plan to Code and that includes a retirement plan maintained by Purchaser or its affiliates that contains a qualified cash or deferred arrangement under within the meaning of Section 401(k) of the Code ("PURCHASER the “Purchaser Savings Plan”) in which Transferred Employees shall be eligible to participate. As soon as practicable, but no later than sixty (60) days, following the Closing Date, the Tyco Savings Plan shall transfer to the Purchaser Savings Plan, and Purchaser agrees to cause the Purchaser Savings Plan to accept, the account balance (including promissory notes evidencing all outstanding loans and subject to any qualified domestic relations orders pursuant to Section 414(p) of the Code) of each Transferred Employee under the Tyco Savings Plan as of the date next preceding the date of transfer. Such transfer shall be subject to Seller’s receipt of evidence reasonably satisfactory to Seller that the Purchaser Savings Plan is qualified under Sections 401(a) and 401(k) PLAN"). Seller acknowledges that on and after the Closing Date the account balances of employees of the Acquired Companies shall be distributable Code, which evidence may include a current determination letter from the Edgewater Technology IRS indicating that the Purchaser Savings Plan is qualified under Sections 401(a) and 401(k) of the Code and Purchaser’s receipt of evidence reasonably satisfactory to Purchaser that the Tyco Savings Plan in accordance with Section 401(k)(10is qualified under Sections 401(a) and 401(k) of the Code, which evidence may include a current determination letter from the IRS indicating that the Tyco Savings Plan is qualified under Sections 401(a) and 401(k) of the Code. Following such transfer, Purchaser shall, or shall cause the Conveyed Companies or any entity owning the Purchased Assets to, assume all Liabilities of Seller and its Affiliates under the Edgewater Technology 401(k) Tyco Savings Plan to provide benefits to or on behalf of the Transferred Employees to the extent of the account balances so transferred, and neither the Tyco Savings Plan nor Seller or its Affiliates shall not place have any Participant's plan loan into default obligation to Purchaser or declare a default any of its Affiliates or with respect to any plan loan during the six-month period following the Closing Date or such shorter period as requested by Purchaser, so long as such Participant continues to make payments where due and transfers his or her account balance under the Edgewater Technology 401(k) Savings Plan, together with the note evidencing the plan loan, to the Purchaser 401(k) Plan through a direct rollover on or as soon as administratively practicable following the Closing. Purchaser shall be responsible for forwarding all loan payments under the Edgewater Technology 401(k) Savings Plan to the trustee of the Edgewater Technology 401(k) Savings Plan. Purchaser shall amend the Purchaser 401(k) Plan and Seller shall amend the Edgewater Technology 401(k) Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 11.4. Seller and Purchaser shall cooperate with each other (and cause the trustees of the Edgewater Technology 401(k) Savings Plan and Purchaser 401(k) Plan to cooperate with each other) Transferred Employee with respect to the rollover of the distributions to the Participantsthereto.

Tax-Qualified Plans. On (i) Effective as of the Closing Date or as soon as practicable thereafterDate, Purchaser each Transferred Employee shall permit any active employee of an Acquired Company who has an account balance under the Edgewater Technology 401(k) Savings Plan (a "PARTICIPANT") to rollover (whether by direct or indirect rollover, as selected by such Participant) become fully vested in his or her "eligible rollover distribution" (account balance in the Company Retirement Plan. Effective as of the Closing Date, the Buyer shall have, or shall cause its Affiliates to have, in effect a defined contribution plan that is qualified under Section 402(c)(4401(a) of the Code) from the Edgewater Technology 401(k) Savings Plan to Code and that includes a retirement plan maintained by Purchaser or its affiliates that contains a qualified cash or deferred arrangement under within the meaning of Section 401(k) of the Code ("PURCHASER 401(kthe “Buyer Retirement Plan”) PLAN"). Seller acknowledges that on in which Transferred Employees who meet the eligibility criteria thereof (with credit for service with the Sellers and after the Closing Date the account balances of employees of the Acquired Companies shall be distributable from the Edgewater Technology 401(k) Savings Plan their Affiliates and their predecessors in accordance with Section 401(k)(106.1(i)) shall be eligible to participate; it being agreed that there shall be no gap in participation in a tax-qualified defined contribution plan. Effective as of the Closing Date, the Transferred Employees shall cease to participate, contribute or accrue benefits in the Company Retirement Plan. The Buyer agrees to cause the Buyer Retirement Plan to accept rollovers, including of loans, by Transferred Employees from the Company Retirement Plan. The Buyer agrees that it will cause the third party administrators of the Buyer Retirement Plan to accept any rollover (in the form of cash, stock, notes (in the case of loans) or a combination thereof) contemplated pursuant to this Section 6.1(d) no later than thirty (30) days following the date that the Buyer or such third party administrator receives the documentation necessary to process such rollover. (ii) Effective as of the Closing Date, Buyer shall take any and all actions necessary to assume sponsorship of the Space and Navigation Hourly Pension Plan (the “Assumed Pension Plan”) and shall establish one or more trusts qualified under Section 501(a) of the Code to hold the assets thereof (the “Buyer Pension Trust”). On or before the Closing (or such later time as mutually agreed by the parties), Sellers shall cause all assets attributable to the Assumed Pension Plan held in the L3Harris Technologies, Inc. master trust to be transferred in cash or in-kind to the Buyer Pension Trust, and Buyer shall cause the Buyer Pension Trust to accept such transfer of assets and, effective as of the date of such transfer, to assume and to fully perform, pay, and discharge, all liabilities and obligations of the Assumed Pension Plans (including, for the avoidance of doubt, with respect to benefits accrued prior to the Closing Date) with respect to active participants as well as all terminated/vested participants, retirees and beneficiaries. The transfer of assets and liabilities shall be conducted in accordance with Section 414(l) of the Code. Seller , Treasury Regulation Section 1.414(1)-1, and the Edgewater Technology 401(k) Savings Plan shall not place any Participant's plan loan into default or declare a default with respect to any plan loan during the six-month period following the Closing Date or such shorter period as requested by Purchaser, so long as such Participant continues to make payments where due and transfers his or her account balance under the Edgewater Technology 401(k) Savings Plan, together with the note evidencing the plan loan, to the Purchaser 401(k) Plan through a direct rollover on or as soon as administratively practicable following the Closing. Purchaser shall be responsible for forwarding all loan payments under the Edgewater Technology 401(k) Savings Plan to the trustee Section 208 of the Edgewater Technology 401(k) Savings Plan. Purchaser shall amend the Purchaser 401(k) Plan and Seller shall amend the Edgewater Technology 401(k) Savings Plan ERISA to the extent necessary in order to effectuate the transactions contemplated under this Section 11.4. Seller and Purchaser shall cooperate with each other (and cause the trustees of the Edgewater Technology 401(k) Savings Plan and Purchaser 401(k) Plan to cooperate with each other) with respect to the rollover of the distributions to the Participantsapplicable.

Tax-Qualified Plans. On Each Transferred Employee who is a participant in the Tyco Electronics Retirement Savings and Investment Plan (the “Tyco Electronics Savings Plan”) shall cease to be an active participant under such plan effective as of the Closing Date or Date, and each Conveyed Entity shall cease to be a participating employer in the Tyco Electronics Savings Plan effective as soon of the Closing Date. Effective as practicable thereafterof the Closing Date, Purchaser shall permit any active employee of an Acquired Company who has an account balance under the Edgewater Technology 401(k) Savings Plan (have, or shall cause its Affiliates to have, in effect a "PARTICIPANT") to rollover (whether by direct or indirect rollover, as selected by such Participant) his or her "eligible rollover distribution" (as defined contribution plan that is qualified under Section 402(c)(4401(a) of the Code) from the Edgewater Technology 401(k) Savings Plan to Code and that includes a retirement plan maintained by Purchaser or its affiliates that contains a qualified cash or deferred arrangement under within the meaning of Section 401(k) of the Code with terms and conditions not substantially less favorable than those provided under the Tyco Electronics Savings Plan ("PURCHASER the “Purchaser Savings Plan”) in which Transferred Employees shall be eligible to participate. Effective as of the Closing Date, each Transferred Employee shall become fully vested in his or her account balance in the Tyco Electronics Savings Plan. As soon as practicable, but no later than sixty (60) days, following the Closing Date, the Tyco Electronics Savings Plan shall transfer to the Purchaser Savings Plan, and Purchaser agrees to cause the Purchaser Savings Plan to accept, the account balance (including promissory notes evidencing all outstanding loans and subject to any qualified domestic relations orders pursuant to Section 414(p) of the Code) of each Transferred Employee under the Tyco Electronics Savings Plan as of the valuation date next preceding the date of transfer. Such transfer shall be subject to Seller’s receipt of evidence satisfactory to Seller that the Purchaser Savings Plan is qualified under Sections 401(a) and 401(k) PLAN"). Seller acknowledges that on and after the Closing Date the account balances of employees of the Acquired Companies shall be distributable Code, which evidence may include a current determination letter from the Edgewater Technology 401(k) IRS indicating that the Purchaser Savings Plan in accordance with Section 401(k)(10is qualified under Sections 401(a) and 401(k) of the Code. Following such transfer, Purchaser shall, or shall cause its Affiliates to, assume all Liabilities of Seller and its Affiliates under the Edgewater Technology 401(k) Tyco Electronics Savings Plan to provide benefits to or on behalf of the Transferred Employees to the extent of the account balances so transferred, and neither the Tyco Electronics Savings Plan nor Seller or its Affiliates shall not place have any Participant's plan loan into default obligation to Purchaser or declare a default any of its Affiliates or with respect to any plan loan during the six-month period following the Closing Date or such shorter period as requested by Purchaser, so long as such Participant continues to make payments where due and transfers his or her account balance under the Edgewater Technology 401(k) Savings Plan, together with the note evidencing the plan loan, to the Purchaser 401(k) Plan through a direct rollover on or as soon as administratively practicable following the Closing. Purchaser shall be responsible for forwarding all loan payments under the Edgewater Technology 401(k) Savings Plan to the trustee of the Edgewater Technology 401(k) Savings Plan. Purchaser shall amend the Purchaser 401(k) Plan and Seller shall amend the Edgewater Technology 401(k) Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 11.4. Seller and Purchaser shall cooperate with each other (and cause the trustees of the Edgewater Technology 401(k) Savings Plan and Purchaser 401(k) Plan to cooperate with each other) Transferred Employee with respect to the rollover of the distributions to the Participantsthereto.

Tax-Qualified Plans. On Each Transferred Employee who is a participant in the Tyco International (US) Inc. Retirement Savings and Investment Plan (the “Tyco Savings Plan”) shall cease to be an active participant under such plan effective as of the Closing Date or Date. Effective as soon as practicable thereafterof the Closing Date, Purchaser shall permit any active employee of an Acquired Company who has an account balance under the Edgewater Technology 401(k) Savings Plan (have, or shall cause its Affiliates to have, in effect, a "PARTICIPANT") to rollover (whether by direct or indirect rollover, as selected by such Participant) his or her "eligible rollover distribution" (as defined contribution plan that is qualified under Section 402(c)(4401 (a) of the Code) from the Edgewater Technology 401(k) Savings Plan to Code and that includes a retirement plan maintained by Purchaser or its affiliates that contains a qualified cash or deferred arrangement under within the meaning of Section 401(k) of the Code with all material terms and conditions ("PURCHASER 401(kincluding such terms and conditions relating to employer matching contributions) PLAN"equivalent to the Tyco Savings Plan (the “Purchaser Savings Plan”). Seller acknowledges that on and after As soon as practicable following the Closing Date Date, the Tyco Savings Plan shall transfer to the Purchaser Savings Plan, and Purchaser agrees to cause the Purchaser Savings Plan to accept, the account balances of employees balance (including promissory notes evidencing all outstanding loans and subject to any qualified domestic relations orders pursuant to Section 414(p) of the Acquired Companies Code) of each Transferred Employee who is a participant under the Tyco Savings Plan at the full valuation thereof as of the most recent practicable date next preceding the date of transfer. Such transfer shall be distributable subject to Sellers’ receipt of a current determination letter from the Edgewater Technology 401(k) IRS indicating that the Purchaser Savings Plan in accordance with Section 401(k)(10is qualified under Sections 401 (a) and 401(k) of the Code. Seller Following such transfer, Purchaser and its Affiliates shall assume all Liabilities of Sellers and their Affiliates under the Edgewater Technology 401(k) Tyco Savings Plan to provide benefits to or on behalf of the Transferred Employees who are participants under such plan to the extent of the account balances so transferred, and neither the Tyco Savings Plan nor Sellers or their Affiliates shall not place have any Participant's plan loan into default obligation to Purchaser or declare a default any Affiliate of Purchaser or with respect to any plan loan during the six-month period following the Closing Date or such shorter period as requested by Purchaser, so long as such Participant continues to make payments where due and transfers his or her account balance under the Edgewater Technology 401(k) Savings Plan, together with the note evidencing the plan loan, to the Purchaser 401(k) Plan through a direct rollover on or as soon as administratively practicable following the Closing. Purchaser shall be responsible for forwarding all loan payments under the Edgewater Technology 401(k) Savings Plan to the trustee of the Edgewater Technology 401(k) Savings Plan. Purchaser shall amend the Purchaser 401(k) Plan and Seller shall amend the Edgewater Technology 401(k) Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 11.4. Seller and Purchaser shall cooperate with each other (and cause the trustees of the Edgewater Technology 401(k) Savings Plan and Purchaser 401(k) Plan to cooperate with each other) Transferred Employee with respect to the rollover of the distributions to the Participantsthereto.