TAX SHARING AGREEMENTTax Sharing Agreement • January 2nd, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware
TAX SHARING AGREEMENT (the “Agreement”), dated as of [Closing Date], between HARRIS STRATEX NETWORKS, INC., a Delaware corporation (the “Company”), and HARRIS CORPORATION, a Delaware corporation (“Harris”), collectively referred to herein as the “parties”.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 2nd, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment
Charles D. Kissner (“Executive”) and Stratex Networks, Inc., formerly DMC Stratex Networks, Inc. (the “Company”), are parties to an Employment Agreement of May 14, 2002 (the “Agreement”), and an Amendment to Employment Agreement effective as of May 2, 2005 (the “First Amendment”) and an Amendment to Employment Agreement — Amendment (B) effective as of April 1, 2006 (the “Second Amendment”). Executive and the Company now wish to terminate the First and Second Amendments, and to amend the Agreement, and thus they now enter into this Third Amendment to Employment Agreement (the “Third Amendment”).
December 29, 2006 Stratex Networks, Inc. 120 Rose Orchard Way San Jose, CA 95134 Ladies and Gentlemen:Harris Stratex Networks, Inc. • January 2nd, 2007 • Radio & tv broadcasting & communications equipment
This opinion is furnished to you in connection with the Amended & Restated Formation, Contribution and Merger Agreement, dated as of December 18, 2006 (the “Agreement”), among Harris Corporation (“Harris”), Stratex Networks, Inc. (“Stratex”), Stratex Merger Corp. (“Merger Sub”) and Harris Stratex Networks, Inc. (“Newco”), all Delaware corporations. The Agreement provides for (i) the formation of Merger Sub, a wholly-owned subsidiary of Newco, and (ii) the merger of Merger Sub with and into Stratex in a transaction (the “Merger”) in which the existing stockholders of Stratex will receive shares of Class A Common Stock of Newco in exchange for their issued and outstanding shares of Stratex Common Stock, and Stratex will become a wholly-owned direct subsidiary of Newco. You have requested our opinion as to certain federal income tax consequences anticipated to follow from implementation of the Agreement. Capitalized terms not defined herein have the meanings ascribed to them in the Agreem
