AGREEMENT AND PLAN OF MERGER by and among EXELIS INC., HARRIS CORPORATION and HARRIS COMMUNICATION SOLUTIONS (INDIANA), INC. Dated as of February 5, 2015Agreement and Plan of Merger • February 6th, 2015 • Exelis Inc. • Communications equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 5, 2015 (this “Agreement”), is by and among Exelis Inc., an Indiana corporation (the “Company”), Harris Corporation, a Delaware corporation (“Parent”), and Harris Communication Solutions (Indiana), Inc., an Indiana corporation and a wholly owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter referred to, together, as the “Constituent Corporations”).
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 18th, 2011 • Exelis Inc. • Communications equipment, nec • New York
THIS AGREEMENT (the “Agreement”), effective as of the [XX] day of [Month, Year], by and between Exelis Inc. (the “Company”) and [name] (the “Grantee”), WITNESSETH:
ContractExelis Inc. • May 25th, 2012 • Communications equipment, nec
UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ContractSupplemental Indenture • June 3rd, 2015 • Exelis Inc. • Communications equipment, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 2, 2015, among HARRIS CORPORATION (or its permitted successor), a Delaware corporation (the “Company”), EXELIS INC. (or its permitted successor), an Indiana corporation and a subsidiary of the Company (the “Guaranteeing Subsidiary”), and THE BANK OF NEW YORK MELLON (as successor to Chemical Bank), as trustee under the Indenture referred to below (the “Trustee”).
FOUR-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of October 25, 2011 among EXELIS INC. THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIBANK, N.A., as Syndication Agent BARCLAYS BANK...Assignment and Assumption • November 18th, 2011 • Exelis Inc. • Communications equipment, nec • New York
FOUR-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (as it may be amended, supplemented or otherwise modified, the “Agreement”) dated as of October 25, 2011, among EXELIS INC., an Indiana corporation (the “Company”); each Borrowing Subsidiary party hereto; the lenders listed in Schedule 2.01 (together with their successors and permitted assigns, the “Lenders”); and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
MASTER TRANSITION SERVICES AGREEMENTThe Agreement • September 26th, 2011 • Exelis Inc. • Communications equipment, nec • New York
This Master Transition Services Agreement (this “Agreement”) is entered into as of [•], 2011, by and among ITT Corporation, an Indiana corporation (“ITT”), Exelis Inc., an Indiana corporation (“Exelis”) and Xylem Inc., an Indiana corporation (“Xylem”). Each of ITT, Exelis and Xylem 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, by and among ITT, Exelis and Xylem (as such may be amended from time to time, the “Distribution Agreement”).
FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of December 23, 2014 among EXELIS INC., THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIBANK, N.A., as Syndication Agent BARCLAYS BANK...Assignment and Assumption • December 23rd, 2014 • Exelis Inc. • Communications equipment, nec • New York
FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (as it may be amended, supplemented or otherwise modified, the “Agreement”) dated as of December 23, 2014, among EXELIS INC., an Indiana corporation (the “Company”); each Borrowing Subsidiary party hereto; the lenders listed in Schedule 2.01 (together with their successors and permitted assigns, the “Lenders”); and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
BENEFITS AND COMPENSATION MATTERS AGREEMENT DATED AS OF [ ], 2011, AMONG ITT CORPORATION, XYLEM INC. AND EXELIS INC.Benefits and Compensation Matters Agreement • September 26th, 2011 • Exelis Inc. • Communications equipment, nec • Indiana
Individuals listed on Schedule 1(a)(i) are listed as of 9/22/11, which will be adjusted to the date coincident with, or the end of the month following, the Distribution Date.
TAX MATTERS AGREEMENT by and among ITT CORPORATION, XYLEM INC., and EXELIS INC. Dated as of , 2011Tax Matters Agreement • September 26th, 2011 • Exelis Inc. • Communications equipment, nec • Indiana
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2011, by and among ITT Corporation, an Indiana corporation (“ITT”), Xylem Inc., an Indiana corporation (“Water”), and Exelis Inc., an Indiana corporation (“Defense”). Each of ITT, Water, and Defense is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
EXELIS INC., ITT CORPORATION, as Guarantor and UNION BANK, N.A., as Trustee Indenture Dated as of September 20, 2011 Providing for Issuance of Debt SecuritiesExelis Inc. • September 26th, 2011 • Communications equipment, nec • New York
THIS INDENTURE, between Exelis Inc., an Indiana corporation (hereinafter called the “Company”) having its principal office at 1650 Tysons Boulevard, Suite 1700, McLean, Virginia 22102, ITT Corporation, an Indiana corporation, as guarantor (hereinafter called “ITT” or the “Guarantor”), and Union Bank, N.A., a national banking association, as trustee (hereinafter called the “Trustee”), is made and entered into as of this 20th day of September, 2011.
TRANSITIONAL TRADEMARK LICENSE AGREEMENT - VECTRUSTransitional Trademark License Agreement - Vectrus • 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.
ContractSupplemental Indenture • June 3rd, 2015 • Exelis Inc. • Communications equipment, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 2, 2015, among HARRIS CORPORATION (or its permitted successor), a Delaware corporation (the “Company”), EXELIS INC. (or its permitted successor), an Indiana corporation and a subsidiary of the Company (the “Guaranteeing Subsidiary”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor trustee under the Indenture referred to below (the “Trustee”).
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • November 18th, 2011 • Exelis Inc. • Communications equipment, nec • New York
THIS AGREEMENT (the “Agreement”), effective as of the [XX] day of [Month, Year], by and between Exelis Inc. (the “Company”) and [name] (the “Optionee”), WITNESSETH:
TECHNOLOGY LICENSE AGREEMENTTechnology 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.
October 4, 2011 Mr. David F. Melcher Chief Executive Officer and President Exelis Inc. 1650 Tysons Blvd., Suite 1700 McLean, VA 22314 Dear Dave:Exelis Inc. • October 20th, 2011 • Communications equipment, nec
The purpose of this letter is to set forth the terms and conditions of your employment with Exelis Inc. (the “Company”), effective as of the Distribution Date, (the Distribution Date has the meaning set forth in the Distribution Agreement). The Company agrees to employ you as Chief Executive Officer and President and you agree to discharge faithfully, diligently, and to the best of your ability, your duties. You will report directly to the Board of Directors of the Company (the “Board”). Your principal work location will be McLean, VA. You will be an at-will employee at all times.
TAX MATTERS AGREEMENTTax 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, 2014Employee 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.”
DIRECTOR’S INDEMNIFICATION AGREEMENTS Indemnification Agreement • November 18th, 2011 • Exelis Inc. • Communications equipment, nec • Indiana
WHEREAS, both the Corporation and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public corporations in today’s environment;
EXELIS INC. AS AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (Cash Settled)Restricted Stock Unit Agreement • March 10th, 2014 • Exelis Inc. • Communications equipment, nec • New York
THIS AGREEMENT (the “Agreement”), effective as of the day of , , by and between Exelis Inc. (the “Company”) and [name] (the “Grantee”), WITNESSETH:
ContractSupplemental Indenture • June 3rd, 2015 • Exelis Inc. • Communications equipment, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 2, 2015, among HARRIS CORPORATION (or its permitted successor), a Delaware corporation (the “Guarantor”), EXELIS INC. (or its permitted successor), an Indiana corporation and a subsidiary of the Guarantor (the “Company”), and MUFG UNION BANK, N.A. (f/k/a Union Bank, N.A.), as trustee under the Indenture referred to below (the “Trustee”).
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Non-Employee DirectorPlan Restricted Stock Unit Award Agreement • November 18th, 2011 • Exelis Inc. • Communications equipment, nec • New York
Exelis Inc. (the “Company”) grants to the Director named below, in accordance with the terms of the Exelis Inc. 2011 Omnibus Incentive Plan (the “Plan”) and this Restricted Stock Unit award agreement (this “Agreement”), the number of Restricted Stock Units (the “Restricted Stock Units” or the “Award”) provided as follows:
EXELIS INC. RESTRICTED STOCK UNIT AGREEMENT (Cash-Settled)Restricted Stock Unit Agreement • March 9th, 2012 • Exelis Inc. • Communications equipment, nec • New York
THIS AGREEMENT (the “Agreement”), effective as of the [XX] day of [Month, Year], by and between Exelis Inc. (the “Company”) and [name] (the “Grantee” or “Executive”), WITNESSETH:
SEPARATION AGREEMENT AND COMPLETE RELEASE OF LIABILITYSeparation Agreement And • January 18th, 2013 • Exelis Inc. • Communications equipment, nec • Virginia
Michael R. Wilson and Exelis Inc. have reached the following Agreement. In this Agreement, “Employee” refers to Michael R. Wilson and the “Company” refers to Exelis Inc. or, as applicable, a division or subsidiary of Exelis Inc.
EXELIS INC. AS AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • March 10th, 2014 • Exelis Inc. • Communications equipment, nec • New York
THIS AGREEMENT (the “Agreement”), effective as of the day of , , by and between Exelis Inc. (the “Company”) and [name] (the “Optionee”), WITNESSETH:
EXELIS INC. AS AMENDED AND RESTATED TSR AWARD AGREEMENTTSR Award Agreement • March 10th, 2014 • Exelis Inc. • Communications equipment, nec • New York
THIS AGREEMENT (the “Agreement”), effective as of the day of , , by and between Exelis Inc. (the “Company”) and «First_Name» «Last_Name» (the “Participant”), WITNESSETH:
EXELIS INC. TSR AWARD AGREEMENT2011 Omnibus Incentive Plan • March 9th, 2012 • Exelis Inc. • Communications equipment, nec • New York
THIS AGREEMENT (the “Agreement”), effective as of the day of , 2012, by and between Exelis Inc. (the “Company”) and name (the “Participant” or “Executive”), WITNESSETH:
SEPARATION AGREEMENT AND COMPLETE RELEASE OF LIABILITYSeparation Agreement • July 10th, 2012 • Exelis Inc. • Communications equipment, nec • Virginia
Christopher C. Bernhardt and Exelis Inc. have reached the following Agreement. In this Agreement, “Employee” refers to Christopher C. Bernhardt and the “Company” refers to Exelis Inc. or, as applicable, the subsidiary of Exelis Inc. that formally employs Employee.
ITT TRANSITIONAL TRADEMARK LICENSE AGREEMENT — EXELISItt Transitional Trademark License Agreement — Exelis • September 14th, 2011 • Exelis Inc. • Communications equipment, nec • Delaware
This ITT TRANSITIONAL TRADEMARK LICENSE AGREEMENT- EXELIS (this “Agreement”) dated as of [_____], 2011 by and between ITT MANUFACTURING ENTERPRISES, INC., a Delaware corporation (“ITT MEI”) and EXELIS INC., an Indiana corporation (“Exelis”; and together with ITT MEI, the “Parties”, and each individually a “Party”) shall become effective as of the Distribution Date.
EXELIS INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTOmnibus Incentive Plan • March 9th, 2012 • Exelis Inc. • Communications equipment, nec • New York
THIS AGREEMENT (the “Agreement”), effective as of the [XX] day of [Month, Year], by and between Exelis Inc. (the “Company”) and [name] (the “Optionee” or “Executive”), WITNESSETH:
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN2011 Non-Qualified Stock Option Award Agreement • November 18th, 2011 • Exelis Inc. • Communications equipment, nec • New York
THIS AGREEMENT (the “Agreement”), effective as of the 7th day of November, 2011, by and between Exelis Inc. (the “Company”) and [name] (the “Optionee”), WITNESSETH:
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Non-Employee DirectorPlan Restricted Stock Unit Award Agreement • November 18th, 2011 • Exelis Inc. • Communications equipment, nec • New York
Exelis Inc. (the “Company”) grants to the Director named below, in accordance with the terms of the Exelis Inc. 2011 Omnibus Incentive Plan (the “Plan”) and this Restricted Stock Unit award agreement (this “Agreement”), the number of Restricted Stock Units (the “Restricted Stock Units” or the “Award”) provided as follows:
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 18th, 2011 • Exelis Inc. • Communications equipment, nec • New York
THIS AGREEMENT (the “Agreement”), effective as of the [XX] day of [Month, Year], by and between Exelis Inc. (the “Company”) and [name] (the “Grantee”), WITNESSETH:
MASTER TRANSITION SERVICES AGREEMENTThe 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”).
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOUNDERS’ GRANTRestricted Stock Unit Agreement Founders’ Grant • November 18th, 2011 • Exelis Inc. • Communications equipment, nec • New York
THIS AGREEMENT (the “Agreement”), effective as of the 7th day of November, 2011, by and between Exelis Inc. (the “Company”) and [name] (the “Grantee”), WITNESSETH:
