0001193125-14-355718 Sample Contracts

TRANSITIONAL TRADEMARK LICENSE AGREEMENT - VECTRUS
Transitional Trademark License Agreement • September 29th, 2014 • Exelis Inc. • Communications equipment, nec • Virginia

This TRANSITIONAL TRADEMARK LICENSE AGREEMENT - VECTRUS (this “Agreement”) dated September 25, 2014 by and between EXELIS INC., an Indiana corporation (“EXELIS”) and VECTRUS, INC., an Indiana corporation (“Vectrus”; and together with EXELIS, the “Parties”, and each individually a “Party”) shall become effective as of the Distribution Date.

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TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • September 29th, 2014 • Exelis Inc. • Communications equipment, nec • Virginia

This TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) dated September 25, 2014 by and among EXELIS INC., an Indiana corporation (“Exelis”), and VECTRUS, INC., an Indiana corporation (“Vectrus”, Exelis and Vectrus, each a “Party”) shall become effective as of the Distribution Date.

TAX MATTERS AGREEMENT
Tax Matters Agreement • September 29th, 2014 • Exelis Inc. • Communications equipment, nec • Indiana

This TAX MATTERS AGREEMENT is dated as of September 25, 2014, by and among Exelis Inc., an Indiana corporation (“Exelis”), Vectrus, Inc., an Indiana corporation (“Vectrus” and, together with Exelis, the “Parties”, and each individually, a “Party”), Exelis Systems Corporation, a Delaware corporation (“Systems”) (solely for the purposes of Section 4.5(b) and (c)) and Exelis Holdings Inc., a Delaware corporation (“Holdings”) (solely for the purposes of Section 4.5(c)).

EMPLOYEE MATTERS AGREEMENT by and between EXELIS INC. and VECTRUS, INC. dated as of September 25, 2014
Employee Matters Agreement • September 29th, 2014 • Exelis Inc. • Communications equipment, nec • Indiana

THIS EMPLOYEE MATTERS AGREEMENT, dated as of September 25, 2014, is entered into by and between Exelis Inc. (“Exelis”), and Vectrus, Inc. (“Vectrus”). Exelis and Vectrus are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

MASTER TRANSITION SERVICES AGREEMENT
Master Transition Services Agreement • September 29th, 2014 • Exelis Inc. • Communications equipment, nec • New York

This Master Transition Services Agreement (this “Agreement”) is entered into as of September 25, 2014, between Exelis Inc., an Indiana corporation (“Exelis”) and Vectrus, Inc., an Indiana corporation (“Vectrus”). Each of Exelis and Vectrus is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, between Exelis and Vectrus (as such may be amended from time to time, the “Distribution Agreement”).

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