Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. (i) Following the Closing Date, the Kaman Employees and the Subsidiary Employees shall be eligible to immediately participate in Buyer's 401(k) plan ("Buyer's 401(k) Plan"), as in effect from time to time, on substantially the same terms and conditions as similarly situated employees of Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of the Closing Date to Buyer’s 401(k) Plan, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to the Buyer’s Benefits Department no later than 30 days following the Closing Date, and (B) at the same time as such employee rolls over his or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan to Buyer’s 401(k) Plan, and (iv) Buyer's 401(k) Plan shall recognize for all purposes all service of the Kaman Employees and the Subsidiary Employees that was recognized under Seller's Thrift Plan as if it were service rendered to Buyer. At the Closing, in accordance with the terms of Seller's Thrift Plan, the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to such plan shall cease at the Closing Date for all Kaman Employees and Subsidiary Employees; provided, however, that as soon as practicable following the Closing Date, the Company shall make a final matching contribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for the portion of the payroll period that occurs prior to the Closing Date. In addition, each of Seller and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s 401(k) Plan of any loans outstanding under Seller’s Thrift Plan.

Defined Contribution Plans. The Buyer agrees to have in effect on the Closing Date a defined contribution plan or plans with a salary reduction arrangement that covers U.S. Transferred Employees, the terms of which meet the requirements of Sections 401(a) and 401(k) of the Code (isuch plan or plans, the “Buyer Savings Plan”). Each U.S. Transferred Employee who is eligible to contribute to the Seller's contribution plan (the “Seller Savings Plan”) Following on the Closing Date shall be eligible to contribute to the Buyer Savings Plan commencing on the day after the Closing Date. Such Transferred Employees shall be permitted to roll over their account balances (including loan balances) from the Seller Savings Plan accrued through the Closing Date into their new accounts under the Buyer Savings Plan promptly after the Closing Date, the Kaman Employees and the Subsidiary Employees shall be eligible to immediately participate but in Buyer's 401(kno event later than ninety (90) plan ("Buyer's 401(k) Plan"), as in effect from time to time, on substantially the same terms and conditions as similarly situated employees of Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of days after the Closing Date or in contravention of ERISA or the Code. Seller shall, and shall cause its Affiliates to, take all such actions necessary such that each U.S. Transferred Employee who participates in the Seller Savings Plan shall, to Buyer’s 401(k) the fullest extent permitted by the Seller Savings Plan, provided that, be fully vested in each case, (A) such employee has submitted a completed and signed rollover form to the Buyer’s Benefits Department no later than 30 days following the Closing Date, and (B) at the same time as such employee rolls over his or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan thereunder effective immediately prior to Buyer’s 401(k) Planthe Closing Date and, and (iv) Buyer's 401(k) Plan if such vesting is not permitted by any Seller Savings Plans with respect to any U.S. Transferred Employee, Seller shall recognize for all purposes all service of the Kaman Employees and the Subsidiary Employees that was recognized under Seller's Thrift Plan as if it were service rendered to Buyer. At the Closingdirectly pay, in accordance with the terms of Seller's Thrift Plancash, the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to such plan shall cease at the Closing Date for all Kaman Employees and Subsidiary Employees; provided, however, that as soon as practicable following an amount to such employee equal to the Closing Date, value such employee would have received pursuant to the Company shall make a final matching contribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for the portion acceleration of the payroll period that occurs prior vesting referred to the Closing Date. In addition, each of Seller and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s 401(k) Plan of any loans outstanding under Seller’s Thrift Planin this sentence had such vesting been permitted.

Defined Contribution Plans. (ia) Following The accounts under the Johnson Controls Savings Plan of al▇ ▇▇▇▇▇e Employees of the Business who participate in such Savings Plan on the Closing Date, Date shall be fully vested as of the Kaman Employees Closing Date and shall be distributable according to the Subsidiary terms of such plan. Seller acknowledges that on and after the Closing Date the account balances of such Active Employees shall be distributable from such Savings Plan in accordance with Section 401(k)(10) of the Code. (b) Purchaser shall permit any Transferred Employee who has an account balance under the 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) in the form of cash, a promissory note (as described below) or any combination thereof from the Savings Plan to immediately participate in Buyer's a retirement plan maintained by Purchaser intended to qualify under Section 401(a) of the Code and which contains a cash or deferred feature under Section 401(k) plan of the Code ("Buyer's Purchaser 401(k) Plan"), as in effect from time to time, on substantially the same terms and conditions as similarly situated employees of Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of the Closing Date to Buyer’s 401(k) Plan, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to the Buyer’s Benefits Department no later than 30 days following the Closing Date, and (B) at the same time as such employee rolls over his or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan to Buyer’s 401(k) Plan, and (iv) Buyer's . Purchaser 401(k) Plan shall recognize for all purposes all not impose any waiting periods, service of requirements or other limitations that would prohibit any Participant from rolling over an eligible rollover distribution from the Kaman Employees Savings Plan into Purchaser 401(k) Plan. Seller and the Subsidiary Employees that was recognized Savings Plan shall not place any Participant's plan loan into default or declare a default with respect to any plan loan so long as such Participant transfers his or her account balance under Seller's Thrift Plan as if it were service rendered to Buyer. At the ClosingSavings Plan, in accordance together with the terms of Seller's Thrift Planpromissory note evidencing the plan loan, together with the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions loan documentation, to such plan shall cease at the Closing Date for all Kaman Employees and Subsidiary Employees; provided, however, that as soon as practicable following the Closing Date, the Company shall make a final matching contribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for the portion of the payroll period that occurs prior to the Closing Date. In addition, each of Seller and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s Purchaser 401(k) Plan through a direct rollover. Such loan shall be assumed and continued by Purchaser 401(k) plan in a manner substantially similar to the Savings Plan. Purchaser shall amend Purchaser 401(k) Plan and Seller shall amend the Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 12.6. Seller and Purchaser shall cooperate with each other (and cause the trustees of any loans outstanding under Seller’s Thrift Planthe Savings Plan and Purchaser 401(k) Plan to cooperate with each other) with respect to the rollover of the distributions to the Participants.

Defined Contribution Plans. As soon as reasonably practicable after December 1, 2018, with respect to each Transferred Employee who is a participant in a Plan that is a tax- qualified defined contribution plan (ieach, a “Seller DC Plan”), the Seller shall cause the plan administrator of each such Seller DC Plan to provide each such Transferred Employee with the right (but not the obligation) Following to receive a distribution of such Transferred Employee’s interest under the applicable Seller DC Plan and the option to elect to roll over such Transferred Employee’s interest in such Seller DC Plan (including any outstanding loan balances and any promissory notes in respect thereof) to a defined contribution plan established or maintained by the Purchaser or one of its Affiliates (each, a “Purchaser DC Plan”) intended to be qualified under Section 401(a) of the Code. Effective as of the Closing Date, the Kaman Seller shall, or shall cause its Affiliates to, cause the Transferred Employees and to cease active participation under the Subsidiary Seller DC Plan. Effective as of December 1, 2018, the [[3875976]] Purchaser shall, or shall cause its Affiliates to, cause the Transferred Employees shall to be eligible to immediately participate in Buyer's 401(k) plan ("Buyer's 401(k) the Purchaser DC Plan"). Subject to applicable law, the Purchaser shall, or shall cause its Affiliates to, permit the Transferred Employees to elect to increase the amount of their elective deferrals in respect of payroll dates that occur in December 2018, and receive any employer matching contributions attributable to such deferrals, in each case as necessary to allow Transferred Employees to make up for any elective deferrals they would have made and employer contributions they would have received if they had made elective deferrals under the Purchaser DC Plan in respect of the payroll dates that occurred in November 2018 at the same rate as their deferral elections under the Seller DC Plan as in effect from time immediately prior to timethe Closing. The Purchaser shall take, on substantially or shall cause one of its Affiliates to take, all such action as may be necessary or appropriate (including amending the same terms and conditions as similarly situated employees Purchaser DC Plans, if necessary) to permit any Transferred Employees who have timely made an election to roll over their interest in cash together with any loans in the applicable Seller DC Plans to a Purchaser DC Plan. The Purchaser shall cooperate, or cause one of Buyerits Affiliates to cooperate, (ii) Kaman with the Seller in providing information to the Transferred Employees and Subsidiary Employees shall be eligible to make direct regarding rollovers of their interests from the applicable Seller DC Plans to a Purchaser DC Plan. The Seller shall fully vest all Transferred Employees in their account balances in under the Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") into Buyer's 401(k) Seller DC Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan effective as of the Closing Date to Buyer’s 401(k) Plan, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to the Buyer’s Benefits Department no later than 30 days following the Closing Date, and (B) at the same time as such employee rolls over his or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan to Buyer’s 401(k) Plan, and (iv) Buyer's 401(k) Plan shall recognize for all purposes all service of the Kaman Employees and the Subsidiary Employees that was recognized under Seller's Thrift Plan as if it were service rendered to Buyer. At the Closing, in accordance with the terms of Seller's Thrift Plan, the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to such plan shall cease at the Closing Date for all Kaman Employees and Subsidiary Employees; provided, however, that as soon as practicable following the Closing Date, the Company shall make a final matching contribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for the portion of the payroll period that occurs prior to the Closing Date. In addition, each of Seller and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s 401(k) Plan of any loans outstanding under Seller’s Thrift Plan.”

Defined Contribution Plans. (ia) Following Effective as of the Closing DateClosing, New Mylan shall, with respect to any Transferred Employee whose defined contribution obligation in one or more of the defined contribution plans maintained by Abbott or its Continuing Affiliates is required to be assumed or retained by an Acquired Company or an Acquired Company Subsidiary under applicable Law as a result of the transactions contemplated by this Agreement (collectively, the Kaman “Abbott Transferor DC Plans”), establish or designate defined contribution plans (collectively, the “New Mylan Transferee DC Plans”) for the benefit of such Transferred Employees. The Transferred Employees and whose defined contribution obligation in one or more of the defined contribution plans maintained by Abbott or its Continuing Affiliates is required to be assumed or retained by an Acquired Company or an Acquired Company Subsidiary are referred to hereinafter as the “Abbott Transferred DC Employees”. The Abbott Transferred DC Employees shall be eligible to immediately participate in Buyer's 401(k) plan ("Buyer's 401(k) Plan"), as in effect from time to time, on substantially given credit under the same terms and conditions as similarly situated employees of Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Kaman Corporation Thrift and Retirement respective New Mylan Transferee DC Plan ("Seller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of the Closing Date to Buyer’s 401(k) Plan, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to the Buyer’s Benefits Department no later than 30 days following the Closing Date, and (B) at the same time as such employee rolls over his or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan to Buyer’s 401(k) Plan, and (iv) Buyer's 401(k) Plan shall recognize for all purposes all service of the Kaman Employees with and the Subsidiary Employees that was recognized under Seller's Thrift Plan compensation from Abbott or its Affiliates as if it were service rendered with and compensation from New Mylan for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective New Mylan Transferee DC Plan. (b) With respect to Buyeran Abbott Transferor DC Plan, Abbott shall cause the transfer under each such Abbott Transferor DC Plan to the corresponding New Mylan Transferee DC Plan of cash or cash equivalents equal to the actual account balances of the Abbott Transferred DC Employees under each such Abbott Transferor DC Plan or contracts, agreements or policies with or assets held by an external provider as of the Closing or such greater amount as is required by the applicable regulatory authority having jurisdiction over the Abbott Transferor DC Plan in order to obtain approval of such transfer (the “DC Transfer Amount”). At The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and other legal requirements as may apply under applicable Law. New Mylan shall cause the DC Transfer Amounts to be accepted by such plans. To the extent an Abbott Transferor DC Plan is not required to be funded by applicable Law and is not voluntarily funded as of the Closing, in accordance with there shall be no transfer of assets. (c) The DC Transfer Amount to be transferred, if any, from the terms of Seller's Thrift Plan, respective ▇▇▇▇▇▇ ▇▇ Plan shall be equitably adjusted to take into account benefit payments made from the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift respective Abbott Transferor DC Plan and both employer and employee contributions to such plan shall cease at the Abbott Transferred DC Employees after the Closing Date but prior to the date of transfer and for all Kaman Employees any earnings and Subsidiary Employees; providedlosses on such amount during such period. The transfer of the DC Transfer Amount, howeverif any, that as soon as practicable following shall take place within ninety (90) days after the Closing Date, . (d) At the Company shall make a final matching contribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for the portion times of the payroll period that occurs prior transfers of the DC Transfer Amounts (or if there is no transfer of assets with respect to a particular plan because the plan is not required to be funded under applicable Law and is not voluntarily funded at the Closing), New Mylan and the New Mylan Transferee DC Plans shall assume all Liabilities under the corresponding Abbott Transferor DC Plan in respect of the Abbott Transferred DC Employees whose benefits are transferred, and Abbott and its Continuing Affiliates and the corresponding Abbott Transferor DC Plans shall be relieved of all Liabilities to provide benefits under the Abbott Transferor DC Plans to the Closing DateAbbott Transferred DC Employees whose benefits are transferred. In additionFrom and after the date of such applicable transfer of the DC Transfer Amounts (or if there is no transfer of assets with respect to a particular plan because the plan is not required to be funded under applicable Law, each as of Seller and Buyer the Closing), New Mylan agrees to take indemnify and hold harmless Abbott and its Continuing Affiliates and its and their officers, directors, employees, and agents from and against any actions reasonably necessary (including any necessary plan amendment) and all costs, damages, losses, expenses, or other Liabilities arising out of or related to effect direct rollover the Abbott Transferred DC Employees whose benefits under the Abbott Transferor DC Plans are transferred to Buyer’s 401(k) Plan the New Mylan Transferee DC Plans, or the transfer of any loans outstanding under Seller’s Thrift Planbenefits, assets and Liabilities pursuant to this Section 8.5, or the cessation of participation in the Abbott Transferor DC Plans in connection therewith.

Defined Contribution Plans. (i) Following As of the Closing Date, Seller shall cause the Kaman active participation by Transferred Employees and the Subsidiary Employees shall be eligible to immediately participate in Buyer's 401(k) plan ("Buyer's 401(k) Plan"), as in effect from time to time, on substantially the same terms and conditions as similarly situated employees of Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Kaman Corporation Thrift and Employees' Retirement Savings Plan of C. ▇. ▇▇▇▇, Inc. (the "Seller's Thrift Savings Plan") into Buyer's 401(kto cease. Seller shall (A) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of the Closing Date to Buyer’s 401(k) Plan, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to cause the Buyer’s Benefits Department no later than 30 days following trustees of the Closing Date, and (B) at the same time as such employee rolls over his or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift 's Savings Plan to Buyer’s 401(k) Plan, and (iv) Buyer's 401(k) Plan shall recognize for all purposes all service of the Kaman Employees and the Subsidiary Employees that was recognized under Seller's Thrift Plan as if it were service rendered to Buyer. At the Closingidentify, in accordance with the terms applicable spinoff provisions set forth under Section 414(l) of the Code, the assets of the Seller's Thrift Plan, Savings Plan representing the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to such plan shall cease at full account balances of Transferred Employees for all periods of participation through the Closing Date for (including, as applicable, all Kaman Employees employee contributions, employer contributions and Subsidiary Employeesall earnings attributable thereto); provided, however, that and (B) as soon as practicable following after the Closing Date, make all required filings and submissions to appropriate governmental authorities and all required amendments to the Company shall make a final matching contribution Seller's Savings Plan and related trust agreements necessary to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee provide for the portion transfer of assets described in this Section 7.6(a). The Seller's Savings Plan shall be amended to provide that (A) there shall be no contributions thereto with respect to the Transferred Employees for periods after the Closing Date and (B) all Transferred Employee account balances shall be fully vested. Buyer shall (A) give Seller written notice of the payroll period that occurs name of the trustee of the defined contribution plan designated by Buyer to which the assets and liabilities for benefits of the Seller's Savings Plan are to be transferred (the "Buyer's Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Buyer, as promptly as possible after the Closing Date, but in any event prior to the date on which such transfer is to occur and (B) as soon as practicable after the Closing Date, make all required filings and submissions to appropriate governmental authorities. In additionAs soon as practicable after the Savings Transfer Date, each Seller shall cause the trustees of Seller the Seller's Savings Plan to transfer to the trustee of the Buyer's Savings Plan the following amount (the "Savings Total Transfer Amount"): (A) the full account balances (in cash and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s 401(k) Plan of notes for any loans outstanding under to Transferred Employees) of all Transferred Employees, whose account balances shall have been credited with appropriate earnings and contributions, if any, attributable to the period ending at the close of business on the Closing Date, plus (B) earnings on such account balances attributable to the period from the Closing Date to the Savings Transfer Date reduced by (C) any benefit or withdrawal payments in respect of Transferred Employees prior to the Savings Transfer Date. Seller shall certify that all participant loans transferred from Seller’s Thrift Plan.'s Savings Plan are current as to payments of principal and interest except as disclosed on a schedule delivered to Buyer at the time of such transfer. The "Savings Transfer Date" shall be as soon as practicable after the foregoing requirements have been met. In

Defined Contribution Plans. (i) Following Except (with respect solely to Toledo Wage Employees) to the Closing Dateextent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, the Kaman Employees and the Subsidiary Employees shall be eligible to immediately participate in Buyer's 401(k) plan ("Buyer's 401(k) Plan"), as in effect from time to time, on substantially the same terms and conditions as similarly situated employees of Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of the Closing Conversion Date, Buyer shall have established or designated a defined contribution plan for the benefit of Toledo Wage Employees and Toledo Salaried Employees who become employed by Buyer as of the Conversion Date or thereafter, and Buyer shall take all necessary action, if any, to Buyer’s 401(k) Planqualify such plan under the applicable provisions of the Code, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to make any and all filings and submissions to the Buyer’s Benefits Department no later than 30 days following the Closing Date, and (B) at the same time as appropriate Governmental Entities required to be made by it in connection with such employee rolls over his establishment or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan to Buyer’s 401(k) Plan, and (iv) Buyer's 401(k) Plan shall recognize for all purposes all service of the Kaman Employees and the Subsidiary Employees that was recognized under Seller's Thrift Plan as if it were service rendered to Buyerdesignation. At the Closing, in accordance with the terms of Seller's Thrift Plan, the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to such plan shall cease at the Closing Date for all Kaman Employees and Subsidiary Employees; provided, however, that as As soon as practicable following the Closing Date, Buyer shall establish or designate a defined contribution plan for the Company benefit of the Closing Date Employees who become employed by Buyer as of the Closing Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code, and to make any and all filings and submissions to the appropriate Governmental Entities required to be made by it in connection with such establishment or designation. (ii) Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, Buyer shall cause the appropriate defined contribution plan described in Section 6.3(g)(i) (the "Buyer DC Plan") to accept, as of the Closing Date (for Closing Date Employees) and as of the Conversion Date (for Toledo Employees), all direct or indirect rollovers by Closing Date Employees employed by Buyer as of the Closing Date and all direct or indirect rollovers by Toledo Employees employed by Buyer as of the Conversion Date, of such employees' eligible rollover distributions from Sellers' defined contribution plans; PROVIDED, that such employees have elected to make such rollovers and meet all requirements of Sellers and the Code with respect to such rollovers. In the event that a final matching Business Employee with an outstanding loan from a Seller defined contribution plan elects a direct rollover (within the meaning of Section 401(a)(31) of the Code) of his or her eligible rollover distribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for the Buyer DC Plan, the portion of the payroll period that occurs prior Business Employee's eligible rollover distribution represented by the outstanding loan shall be rolled over to the Closing Buyer DC Plan; PROVIDED, HOWEVER, that in the event that Buyer does not offer the Buyer DC Plan to the Toledo Wage Employees it employs after the Conversion Date, Buyer shall enable any Toledo Wage Employee in its employ to make payments with respect to any outstanding loan such employee retains under a Seller defined contribution plan through the use of regular payroll deductions that would be transferred to the appropriate Seller. In addition, Buyer and each of Seller and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s 401(k) Plan of any loans outstanding under Seller’s Thrift Planshall each bear their own expenses in connection with such rollovers.

Defined Contribution Plans. (i) Following Except (with respect solely to Toledo Wage Employees) to the Closing Dateextent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable law, the Kaman Employees and the Subsidiary Employees shall be eligible to immediately participate in Buyer's 401(k) plan ("Buyer's 401(k) Plan"), as in effect from time to time, on substantially the same terms and conditions as similarly situated employees of Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of the Closing Conversion Date, Buyer shall have established or designated a defined contribution plan for the benefit of Toledo Wage Employees and Toledo Salaried Employees who become employed by Buyer as of the Conversion Date or thereafter, and Buyer shall take all necessary action, if any, to Buyer’s 401(k) Planqualify such plan under the applicable provisions of the Code, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to make any and all filings and submissions to the Buyer’s Benefits Department no later than 30 days following the Closing Date, and (B) at the same time as appropriate Governmental Entities required to be made by it in connection with such employee rolls over his establishment or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan to Buyer’s 401(k) Plan, and (iv) Buyer's 401(k) Plan shall recognize for all purposes all service of the Kaman Employees and the Subsidiary Employees that was recognized under Seller's Thrift Plan as if it were service rendered to Buyerdesignation. At the Closing, in accordance with the terms of Seller's Thrift Plan, the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to such plan shall cease at the Closing Date for all Kaman Employees and Subsidiary Employees; provided, however, that as As soon as practicable following the Closing Date, Buyer shall establish or designate a defined contribution plan for the Company benefit of the Closing Date Employees who become employed by Buyer as of the Closing Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code, and to make any and all filings and submissions to the appropriate Governmental Entities required to be made by it in connection with such establishment or designation. (ii) Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable law, Buyer shall cause the appropriate defined contribution plan described in Section 6.3(g)(i) (the "Buyer DC Plan") to accept, as of the Closing Date (for Closing Date Employees) and as of the Conversion Date (for Toledo Employees), all direct or indirect rollovers by Closing Date Employees employed by Buyer as of the Closing Date and all direct or indirect rollovers by Toledo Employees employed by Buyer as of the Conversion Date, of such employees' eligible rollover distributions from Sellers' defined contribution plans; PROVIDED, that such employees have elected to make such rollovers and meet all requirements of Sellers and the Code with respect to such rollovers. In the event that a final matching Business Employee with an outstanding loan from a Seller defined contribution plan elects a direct rollover (within the meaning of Section 401(a)(31) of the Code) of his or her eligible rollover distribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for the Buyer DC Plan, the portion of the payroll period that occurs prior Business Employee's eligible rollover distribution represented by the outstanding loan shall be rolled over to the Closing Buyer DC Plan; PROVIDED, HOWEVER, that in the event that Buyer does not offer the Buyer DC Plan to the Toledo Wage Employees it employs after the Conversion Date, Buyer shall enable any Toledo Wage Employee in its employ to make payments with respect to any outstanding loan such employee retains under a Seller defined contribution plan through the use of regular payroll deductions that would be transferred to the appropriate Seller. In addition, Buyer and each of Seller and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s 401(k) Plan of any loans outstanding under Seller’s Thrift Planshall each bear their own expenses in connection with such rollovers.

Defined Contribution Plans. (i) Following Except (with respect solely to Toledo Wage Employees) to the Closing Dateextent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, the Kaman Employees and the Subsidiary Employees shall be eligible to immediately participate in Buyer's 401(k) plan ("Buyer's 401(k) Plan"), as in effect from time to time, on substantially the same terms and conditions as similarly situated employees of Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of the Closing Conversion Date, Buyer shall have established or designated a defined contribution plan for the benefit of Toledo Wage Employees and Toledo Salaried Employees who become employed by Buyer as of the Conversion Date or thereafter, and Buyer shall take all necessary action, if any, to Buyer’s 401(k) Planqualify such plan under the applicable provisions of the Code, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to make any and all filings and submissions to the Buyer’s Benefits Department no later than 30 days following the Closing Date, and (B) at the same time as appropriate Governmental Entities required to be made by it in connection with such employee rolls over his establishment or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan to Buyer’s 401(k) Plan, and (iv) Buyer's 401(k) Plan shall recognize for all purposes all service of the Kaman Employees and the Subsidiary Employees that was recognized under Seller's Thrift Plan as if it were service rendered to Buyerdesignation. At the Closing, in accordance with the terms of Seller's Thrift Plan, the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to such plan shall cease at the Closing Date for all Kaman Employees and Subsidiary Employees; provided, however, that as As soon as practicable following the Closing Date, Buyer shall establish or designate a defined contribution plan for the Company benefit of the Closing Date Employees who become employed by Buyer as of the Closing Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code, and to make any and all filings and submissions to the appropriate Governmental Entities required to be made by it in connection with such establishment or designation. (ii) Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, Buyer shall cause the appropriate defined contribution plan described in Section 6.3(g)(i) (the "Buyer DC Plan") to accept, as of the Closing Date (for Closing Date Employees) and as of the Conversion Date (for Toledo Employees), all direct or indirect rollovers by Closing Date Employees employed by Buyer as of the Closing Date and all direct or indirect rollovers by Toledo Employees employed by Buyer as of the Conversion Date, of such employees' eligible rollover distributions from Sellers' defined contribution plans; PROVIDED, that such employees have elected to make such rollovers and meet all requirements of Sellers and the Code with respect to such rollovers. In the event that a final matching Business Employee with an outstanding loan from a Seller defined contribution plan elects a direct rollover (within the meaning of Section 401(a)(31) of the Code) of his or her eligible rollover distribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for the Buyer DC Plan, the portion of the payroll period that occurs prior Business -57- <Page> Employee's eligible rollover distribution represented by the outstanding loan shall be rolled over to the Closing Buyer DC Plan; PROVIDED, HOWEVER, that in the event that Buyer does not offer the Buyer DC Plan to the Toledo Wage Employees it employs after the Conversion Date, Buyer shall enable any Toledo Wage Employee in its employ to make payments with respect to any outstanding loan such employee retains under a Seller defined contribution plan through the use of regular payroll deductions that would be transferred to the appropriate Seller. In addition, Buyer and each of Seller and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s 401(k) Plan of any loans outstanding under Seller’s Thrift Planshall each bear their own expenses in connection with such rollovers.

Defined Contribution Plans. (ia) Following Effective as of the Closing, Purchaser shall create or designate one or more defined contribution pension plans (collectively, the “Purchaser DC Plans”) for the benefit of the Transferred Employees who participated in the defined contribution pension plan maintained by Seller or its Affiliates that is intended to be qualified under Code Section 401(a) immediately prior to the Closing Date(collectively, the Kaman “Seller DC Plan”). Such Transferred Employees and are referred to hereinafter as the Subsidiary “DC Employees.” The DC Employees shall be eligible to immediately participate in Buyer's 401(k) plan ("Buyer's 401(k) Plan"), as in effect from time to time, on substantially given credit under the same terms and conditions as similarly situated employees of Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Kaman Corporation Thrift and Retirement respective Purchaser DC Plan ("Seller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of the Closing Date to Buyer’s 401(k) Plan, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to the Buyer’s Benefits Department no later than 30 days following the Closing Date, and (B) at the same time as such employee rolls over his or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan to Buyer’s 401(k) Plan, and (iv) Buyer's 401(k) Plan shall recognize for all purposes all service of the Kaman Employees with and the Subsidiary Employees that was recognized under Seller's Thrift Plan compensation from Seller or its Affiliates as if it were service rendered to Buyer. At with and compensation from Purchaser for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective Purchaser DC Plan. (b) Effective as of the Closing, Seller shall cause assets in accordance with the terms form of Seller's Thrift Plancash, cash equivalents, marketable securities or participant plan loan obligations equal to the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift value of the accounts of the DC Employees under the Seller DC Plan and both the employer and employee matching contributions to such plan shall cease at earned through the Closing Date by each Transferred Employee who participated in the Seller DC Plan to be transferred to the corresponding Purchaser DC Plan that is intended to be qualified under Code Section 401(a) and Purchaser shall cause such transferred assets and accounts to be accepted by such plans (the “Plan Account Transfer”). . (c) The amount to be transferred from the Seller DC Plan shall be equitably adjusted to take into account benefit payments made from the Seller DC Plan to the DC Employees after the Closing but prior to the date of transfer and for all Kaman Employees any earnings and Subsidiary Employeeslosses on such amount during such period. The Plan Account Transfer, if any, shall take place within one hundred and eighty (180) days after the date of Closing; provided, however, that as soon as practicable following in no event shall such transfers take place until the Closing Datelast to occur of the following: (i) Purchaser has furnished to Seller either a favorable determination letter from the Internal Revenue Service with respect to the qualification of each Purchaser DC Plan under Section 401(a) of the Code, the Company shall make a final matching contribution or an opinion of Purchaser’s counsel, satisfactory to Seller’s Thrift counsel, that each Purchaser DC Plan for each participating Kaman Employee and Subsidiary Employee for related trust is so qualified and (ii) the portion thirty-first (31st) day following the filing of all required Forms 5310-A in connection with the transfers. (d) At the time of the payroll period that occurs prior Plan Account Transfer (or if there is no transfer of assets, at the Closing), Purchaser and the Purchaser DC Plans shall assume all Liabilities with respect to or relating to Transferred Employees under the Seller DC Plan and Seller and its Affiliates and the Seller DC Plan shall be relieved of all such Liabilities under the Seller DC Plan with respect to the Closing Date. In addition, each of Seller and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s 401(k) Plan of any loans outstanding under Seller’s Thrift PlanTransferred Employees.