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. On or prior to the -------------------------- Closing Date, Times Mirror shall cause TMHE to transfer the sponsorship of the Wm. X. Xxxxx Company Publishers Employees' Profit Sharing Retirement and Tax Deferred Investment Plan and the Probus Publishing Company 401(k) Savings and Investment Plan (ithe "Xxxxx and Xxxxxx Plans") Following to Times Mirror and, on or prior ---------------------- to the Closing Date, Times Mirror shall assume unconditionally from TMHE the Kaman sponsorship of the Xxxxx and Probus Plans, including, without limitation, the obligation to pay all benefits contemplated by such Xxxxx and Xxxxxx Plans and all obligations with respect to administration, reporting and disclosure. As of the Closing Date, Times Mirror shall cause the interests of all College Publishing Business Transferred Employees in the Xxxxx and Probus Plans and the Subsidiary Employees shall be eligible to immediately participate in Buyer's 401(k) plan Times Mirror Savings Plus Plan (the "Buyer's TM 401(k) Plan")) to become fully vested and nonforfeitable. As soon as -------------- practicable following the Closing Date, Times Mirror shall cause the Xxxxx and Xxxxxx Plans and the TM 401(k) Plan to distribute all or a portion of the account balances of each College Publishing Business Transferred Employee who so elects in accordance with the terms of such plans. Subject to the provisions of the applicable XxXxxx-Xxxx plan and Times Mirror's provision of evidence reasonably satisfactory to XxXxxx-Xxxx that the Xxxxx and Probus Plans and the TM 401(k) Plan are qualified under Section 401(a) of the Code, XxXxxx-Xxxx shall permit the defined contribution plan applicable to each College Publishing Business Transferred Employee to accept an "eligible rollover contribution" (within the meaning of Section 401(a)(31) of the Code) in cash of all or a portion of the account balance distributed to such College Publishing Business Transferred Employee under the Xxxxx and Probus Plans or the TM 401(k) Plan, as the case may be; provided, however, that nothing contained herein shall --------- ------- obligate XxXxxx-Xxxx to accept rollovers in the form of Times Mirror stock. Any amounts rolled over to XxXxxx-Xxxx'x defined contribution plan as contemplated in this Section 10.05 shall be held and administered in all respects in accordance with the provisions of such XxXxxx-Xxxx 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. (i) Following As soon as practicable after the Closing Date, but in no event later than sixty days after the Kaman Employees Closing Date, Buyer shall designate an existing defined contribution savings plan of Buyer and Trust qualifying under Section 401(a) and Section 501(a) of the Subsidiary Employees Code or shall be eligible have established (or shall have caused the Company to immediately participate in Buyer's 401(kestablish) plan one or more qualified defined contribution savings or thrift plans and a related trust or trusts thereunder intended to qualify under Section 401(a) and Section 501(a) of the Code ("Buyer's 401(k) Thrift 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 . The Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") into provides, or Seller shall cause Seller's Thrift Plan to be amended to provide, (i) for 100% vesting of all accounts of Kaman Employees under Seller's Thrift Plan and of all income earned on such accounts and (ii) that a distribution from Seller's Thrift Plan may be made on account of a bona fide distribution event as set forth in Code Section 401(k)10, that Kaman Employees participating in Seller's Thrift Plan shall have the option to retain their account balance in Seller's Thrift Plan or to make an elective transfer of their full account balance in accordance with Treasury Regulation 1.411(d)-4, Q&A3(b) to Buyer's 401(kThrift Plan and that such elective transfers shall include the transfer of notes representing plan loans to participants. Buyer's Thrift Plan provides, or Buyer shall cause Buyer's Thrift Plan to be amended to provide, (i) Planfor acceptance of elective transfers from Seller's Thrift Plan under Treasury Regulation 1.411(d)-4, Q&A3(b), including provision for acceptance of the elective transfer of notes representing plan loans to participants, (ii) for 100% vesting of all such transferred accounts and all income earned on such transferred accounts, and (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 recognition for all purposes under Buyer's Thrift Plan all service of the Kaman Employees and the Subsidiary Employees that was recognized under Seller's Thrift Plan to the extent such service was recognized under Seller's Thrift Plan. Seller and Buyer agree that any elective transfers made pursuant to this Section 7.1(d) are intended by the parties hereto to qualify as if it were service rendered to Buyerrollover distributions for income tax purposes. 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 plans shall cease at the Closing Date for all Kaman Employees and Subsidiary Employees; provided, however, that as soon as practicable . As of the first regular enrollment date under Buyer's Thrift Plan next following the Closing Date, the Company Kaman Employees will be eligible to immediately participate in Buyer's Thrift Plan. Buyer and Seller shall make a final matching contribution provide each other with such records and information as may be necessary or appropriate to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee carry out their respective obligations under this Section or for the portion purposes of administration of Buyer's Thrift Plan, and each shall cooperate in the payroll period that occurs prior to filing of documents required by the transfer of assets and liabilities described herein after the Closing Date. In additionNotwithstanding anything contained herein to the contrary, each between the Closing Date and the date of transfer, Seller and Buyer agrees shall administer the Seller's Thrift Plan with respect 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 Kaman Employees, at Seller’s Thrift Plan's expense.

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 As soon as practicable following the Closing Date, Buyer (or one of its Affiliates) shall take all action necessary or appropriate to establish one or more defined contribution plans intended to be tax-qualified under Section 401(a) of the Company shall make a final matching contribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee Code for the portion benefit of the payroll period Transferring Employees (collectively, the “Buyer 401(k) Plan”). Transferring Employees shall have their continuous service as defined in the Xxxxx Xxxxxxxx Corporation Employee Savings Plan (the “Seller 401(k) Plan”) credited under the Buyer 401(k) Plan solely for purposes of eligibility to participate and vesting. As soon as reasonably practicable after such date as the Sellers have been provided (i) evidence that occurs Buyer has established a trust to hold the assets of the corresponding Buyer 401(k) Plan, and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and that the trust holding the assets of the Buyer 401(k) Plan is exempt under Section 501(a) of the Code (the “Transfer Date”), the Sellers shall cause the accounts under the Seller 401(k) Plan of each participant who is a Transferring Employee to be transferred to the Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 414(l) of the Code. Such transfer of assets shall be in cash but shall include any promissory notes or other evidences of indebtedness with respect to outstanding plan loans to Transferring Employees who are participants in the Seller 401(k) Plan. On or prior to the Transfer Date, the Seller shall cause all unvested accrued benefits to become fully vested for the Transferring Employees for the period up to and including the Closing Date. In additionNo later than thirty (30) days following the Closing Date, each the Sellers will prepare and deliver to Buyer a schedule setting forth (i) the names of the Transferring Employees who participate under the Seller and Buyer agrees to take 401(k) Plan, (ii) details of any actions reasonably necessary (including any necessary outstanding plan amendment) to effect direct rollover to Buyer’s loans from the Seller 401(k) Plan to the Transferring Employees, and (iii) the account balances of any loans outstanding such Transferring Employees under Seller’s Thrift Planthe Seller 401(k) Plan as of the Closing Date.

Defined Contribution Plans. (i) Following As of the Closing Date, McGraw-Hill shall cause the Kaman interests of all Shepaxx'x Xxxxxxerred Employees in the Employee Retirement Xx- count Plan of The McGraw-Hill Companies, Inc. and the Subsidiary Employees shall be eligible to immediately participate in Buyer's 401(k) plan Its Subsid- iaries ("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 PlanXXXX") into Buyer's 401(k) Planxnd the Savings Incentive Plan of The McGraw- Hill Companies, Inc. and Its Subsidiaries (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 xxx "XXX," xxx xxxx 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 PlanERAP, the Company "McGraw-Hill Defined Contribution Plans") to be- coxx xxxxx xxsted 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 nonforfeitable. As soon as practicable following the Closing Date, McGraw-Hill shall cause the Company McGraw- Hill Defined Cxxxxxxxxxxx Plans to distribxxx xxx xx x xxxxxxx of the account balances of each Shepard's Transferred Employee who so elects in acxxxxxxxx with the terms of such plans. Sub- ject to the provisions of the applicable Replacement Plan and McGraw-Hill's provision of evidence reasonably satisfactory xx Times Mirror that the McGraw-Hill Defined Contribution Plans are qualifixx xxxxx Xxction 401(a) of the Code, Times Mirror shall make permit the Replacement Plan that is a final matching contribution defined contribu- tion plan that is applicable to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for Shepard's Transferred Em- ployee to accept an "elixxxxx xxxlover contribution" (within the meaning of Section 401(a)(31) of the Code) in cash of all or a portion of the payroll period account balance distributed to such Shep- ard's Transferred Employee under the McGraw-Hill Defined Con- tribution Plans; provided, xxxxxxx, that occurs prior nothing contained herein shall obligate Times Mirror to accept rollovers in the Closing Dateform of McGraw-Hill stock. In addition, each Any amounts rolled over to such Xxxxxxxxxnt Plan that is a defined contribution plan as contem- plated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of Seller and Buyer agrees such Replace- ment Plan as in effect from time 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 Plantime.

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. (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 As soon as practicable following the Closing Date, Buyer (or one of its Affiliates) shall take all action necessary or appropriate to establish one or more defined contribution plans intended to be tax-qualified under Section 401(a) of the Company shall make a final matching contribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee Code for the portion benefit of the payroll period Transferring Employees (collectively, the “Buyer 401(k) Plan”). Transferring Employees shall have their continuous service as defined in the Xxxxx Xxxxxxxx Corporation Employee Savings Plan (the “Seller 401(k) Plan”) credited under the Buyer 401(k) Plan solely for purposes of eligibility to participate and vesting. As soon as reasonably practicable after such date as the Sellers have been provided (i) evidence that occurs Buyer has established a trust to hold the assets of the corresponding Buyer 401(k) Plan, and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and that the trust holding the assets of the Buyer 401(k) Plan is exempt under Section 501(a) of the Code but no earlier than seventy-five (75) days after the Effective Date (the date of transfer, the “Transfer Date”), the Sellers shall cause the accounts under the Seller 401(k) Plan of each participant who is a Transferring Employee to be transferred to the Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 414(l) of the Code. Such transfer of assets shall be in cash but shall include any promissory notes or other evidences of indebtedness with respect to outstanding plan loans to Transferring Employees who are participants in the Seller 401(k) Plan. On or prior to the Transfer Date, the Seller shall cause all unvested accrued benefits to become fully vested for the Transferring Employees for the period up to and including the Closing Date. In additionNo later than thirty (30) days following the Closing Date, each the Sellers will prepare and deliver to Buyer a schedule setting forth (i) the names of the Transferring Employees who participate under the Seller and Buyer agrees to take 401(k) Plan, (ii) details of any actions reasonably necessary (including any necessary outstanding plan amendment) to effect direct rollover to Buyer’s loans from the Seller 401(k) Plan to the Transferring Employees, and (iii) the account balances of any loans outstanding such Transferring Employees under Seller’s Thrift Planthe Seller 401(k) Plan as of the Closing Date.

Defined Contribution Plans. Without limiting the generality of Section 12.01(b), effective as of the applicable Closing Date, Purchaser shall, or shall cause its Affiliates to, have in effect a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Purchaser 401(k) Plan”) providing benefits as of the applicable Transfer Time to the Transferred Employees participating in any tax-qualified defined contribution plan sponsored by Seller or any of its Affiliates (collectively, the “Seller 401(k) Plan”) immediately prior to the applicable Transfer Time. As soon as practicable following (i) Following the Closing Date, presentation to Seller of (A) an Internal Revenue Service letter of determination that the Kaman Employees and the Subsidiary Employees shall be eligible to immediately participate in Buyer's Purchaser 401(k) plan Plan meets the requirements for qualification under Section 401(a) of the Code and ("Buyer's B) a certificate, in form and substance reasonably satisfactory to Seller, certifying that (1) the aforementioned letter of determination has not been revoked and (2) to the knowledge of Purchaser, no event has occurred or is reasonably expected to occur that would cause the Purchaser 401(k) Plan"), as in effect from time Plan to time, on substantially cease to satisfy the same terms and conditions as similarly situated employees requirements of BuyerSection 401(a) of the Code or cause the trust forming a part thereof to cease to satisfy the requirements of Section 501(a) of the Code, (ii) Kaman Employees the completion of all blackout periods for the Seller 401(k) Plan and Subsidiary Employees shall be eligible (iii) the presentation to make direct rollovers Seller of their applicable account balances in instructions for the Kaman Corporation Thrift and Retirement transfer of the assets of the Seller 401(k) Plan ("Seller's Thrift Plan") into Buyer's to the trustee of the Purchaser 401(k) Plan, Seller shall cause to be transferred to the Purchaser 401(k) Plan the assets and liabilities from the Seller 401(k) Plan for the Transferred Employees (iiiexcluding those employees who retired effective on or prior to the date of transfer, except as otherwise elected by said retiree) Kaman in accordance with applicable requirements of the Code. Purchaser shall administer the accounts of Transferred Employees in the Purchaser 401(k) Plan in accordance with all applicable requirements of the Code. Such transfer of assets shall consist of cash, cash equivalents or participant loan receivables equal to all the accrued benefit liabilities in the Seller 401(k) Plan for the Transferred Employees and Subsidiary Employees their respective beneficiaries, including accrued benefit liabilities arising under any applicable qualified domestic relations order. Purchaser shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as the trustee of the Closing Date Purchaser 401(k) Plan to Buyer’s accept such transfer of assets and liabilities from the Seller 401(k) Plan. Upon such transfer of assets, 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 service assume the accrued benefit liabilities under the Seller 401(k) Plan solely with respect to the amount of the Kaman transferred accrued benefits with respect to the Transferred Employees and Seller shall not have any further accrued benefit liability under the Subsidiary Employees that was recognized under Seller's Thrift Seller 401(k) Plan as if it were service rendered with respect to Buyer. At the Closing, in accordance with amount of accrued benefits transferred to the terms of Seller's Thrift Plan, the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift Purchaser 401(k) Plan and both employer and employee contributions to such plan shall cease at the Closing Date for all Kaman said Transferred Employees and Subsidiary Employeestheir respective beneficiaries; provided, however, that Purchaser shall not assume, and Seller shall retain, all liabilities with respect to the Seller 401(k) Plan other than such accrued benefit liabilities. In order to implement this Section 12.02(a), Purchaser and Seller shall cooperate in the exchange of information, notification to Transferred Employees, and in the preparation of any documentation required to be filed with any governmental agency. Without limiting the generality of the foregoing, Seller shall promptly provide Purchaser with such documents and other information as soon Purchaser shall reasonably request to assure itself that the trust-to-trust transfer described herein may be accepted into the Purchaser 401(k) Plan in accordance with applicable Law. For the avoidance of doubt, Seller shall 100% vest or cause to be 100% vested, as practicable following of the applicable Closing Date, the Company shall make a final matching contribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for accounts under 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 Planfor all Transferred Employees.

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 Immediately prior to the Closing Date. In addition, each of Seller and Buyer agrees shall take, or cause to take any be taken, all such actions reasonably as may be necessary (including any necessary plan amendment) to effect direct rollover cause the Company to Buyer’s 401(k) Plan of any loans outstanding cease to be a participating employer under Seller’s Thrift Plandefined contribution plans (the “Seller DC Plans”) covering the Continuing Employees. Effective as of January 1, 2007, Purchaser or its Affiliates shall have in effect one or more defined contribution plans (the “Purchaser DC Plans”), which shall be intended to be qualified under Section 401(a) and other applicable provisions of the Code. Each Continuing Employee (other than each Continuing Employee who, as of the Closing Date, is eligible for retirement from Seller and, as such, will be considered “retired” for purposes of the Seller DC Plans (the “Retiree Eligible Employees”)) participating in any Seller DC Plans immediately prior to the Closing Date shall become a participant in a Purchaser DC Plan as of January 1, 2007. At such time that is reasonably requested by Purchaser, Seller shall cause the trustees of the Seller DC Plans to transfer, but no later than December 31, 2006, in accordance with Section 414(l) of the Code, the full account balances of the Continuing Employees (excluding any account balances of the Retiree Eligible Employees) under the Seller DC Plans to the appropriate trustees as designated by Purchaser under the trust agreements forming parts of the Purchaser DC Plans. Such transfer shall include and give effect to outstanding loan balances under the Seller DC Plans as of the Closing Date. Seller shall make all necessary amendments to the Seller DC Plans and their related trust agreements to provide for the transfer of assets described in this Section 8.05(d), and Seller and Purchaser shall cooperate to make all filings with applicable government authorities required with respect to such transfer, including without limitation any IRS Form 5310-A filings and to effect the transfer contemplated by this Section 8.05(d). Except as expressly provided in this Section 8.05(d), all liabilities, obligations and commitments associated with the Seller DC Plans that arise out of or relate to the period prior to the Closing shall remain liabilities of Seller on and after the Closing Date and shall be considered Excluded Liabilities for all purposes of this Agreement.