Exhibit 2.1

ARTICLE I		DEFINITIONS AND INTERPRETATION	3
	Section 1.1	General.	3
	Section 1.2	References; Interpretation.	28
ARTICLE II		THE SEPARATION	29
	Section 2.1	General.	29
	Section 2.2	Restructuring: Transfer of Assets; Assumption of Liabilities.	29
	Section 2.3	Treatment of Shared Contracts.	31
	Section 2.4	Intercompany Accounts, Loans and Agreements.	32
	Section 2.5	Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time.	33
	Section 2.6	Wrong Pockets; Mail & Other Communications; Payments.	35
	Section 2.7	Conveyancing and Assumption Instruments.	36
	Section 2.8	Further Assurances; Ancillary Agreements.	36
	Section 2.9	Novation of Liabilities; Indemnification.	37
	Section 2.10	Guarantees; Credit Support Instruments.	39
	Section 2.11	Disclaimer of Representations and Warranties.	41
	Section 2.12	SpinCo Financing Arrangements.	42
	Section 2.13	Separation of Bank Accounts; Cash Management; Consideration.	42
	Section 2.14	Transition Committee.	44
ARTICLE III		THE DISTRIBUTION AND ACTIONS PENDING THE DISTRIBUTION; OTHER TRANSACTIONS	44
	Section 3.1	Distribution.	44
	Section 3.2	Fractional Shares.	44
	Section 3.3	Actions in Connection with the Distribution.	45
	Section 3.4	Sole Discretion of Parent.	46
	Section 3.5	Cooperation Regarding the Distribution.	46
	Section 3.6	Conditions to Distribution.	47
	Section 3.7	Organizational Documents.	48
	Section 3.8	Directors.	48
	Section 3.9	Officers.	48
	Section 3.10	Resignations and Removals.	49

ARTICLE IV		CERTAIN COVENANTS	49
	Section 4.1	Cooperation.	49
	Section 4.2	Retained Names.	49
	Section 4.3	No Restriction on Competition	51
	Section 4.4	No Hire and No Solicitation of Employees	51
	Section 4.5	No Restrictions on Corporate Opportunities.	51
	Section 4.6	Facility and Personnel Clearances	52
	Section 4.7	Cooperation Regarding DCAA or Other Government Audits	52
	Section 4.8	Background IP License	53
ARTICLE V		INDEMNIFICATION	55
	Section 5.1	Release of Pre-Distribution Date Claims.	55
	Section 5.2	Indemnification by Parent.	58
	Section 5.3	Indemnification by SpinCo.	58
	Section 5.4	Procedures for Indemnification.	58
	Section 5.5	Cooperation in Defense and Settlement.	61
	Section 5.6	Indemnification Payments.	62
	Section 5.7	Indemnification Obligations Net of Insurance Proceeds and Other Amounts.	62
	Section 5.8	Contribution.	63
	Section 5.9	Additional Matters; Survival of Indemnities.	63
ARTICLE VI		PRESERVATION OF RECORDS; ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE	64
	Section 6.1	Preservation of Corporate Records.	64
	Section 6.2	Access to Information.	64
	Section 6.3	Witness Services.	67
	Section 6.4	Reimbursement; Other Matters.	67
	Section 6.5	Confidentiality.	68
	Section 6.6	Privilege Matters.	70
	Section 6.7	Ownership of Information.	71
	Section 6.8	Personal Data.	72
	Section 6.9	Other Agreements.	72
ARTICLE VII		DISPUTE RESOLUTION	72
	Section 7.1	Transition Committee.	72
	Section 7.2	Negotiation.	72
	Section 7.3	Arbitration.	73
	Section 7.4	Specific Performance.	74
	Section 7.5	Treatment of Arbitration.	75
	Section 7.6	Continuity of Service and Performance.	75
	Section 7.7	Consolidation.	75
	Section 7.8	Coordination on Tax Matters	75
	Section 7.9	Conveyancing and Assumption Instruments.	75

ARTICLE VIII		INSURANCE	76
	Section 8.1	Insurance Matters.	76
	Section 8.2	Certain Matters Relating to Parent’s Organizational Documents.	80
	Section 8.3	Indemnitor of First Resort.	80
ARTICLE IX		MISCELLANEOUS	80
	Section 9.1	Entire Agreement; Construction.	80
	Section 9.2	Ancillary Agreements.	81
	Section 9.3	Counterparts.	81
	Section 9.4	Survival of Agreements.	81
	Section 9.5	Expenses.	81
	Section 9.6	Notices.	82
	Section 9.7	Assignment.	82
	Section 9.8	Successors and Assigns.	83
	Section 9.9	Termination and Amendment.	83
	Section 9.10	Payment Terms.	83
	Section 9.11	Subsidiaries.	83
	Section 9.12	Third Party Beneficiaries.	84
	Section 9.13	Title and Headings.	84
	Section 9.14	Exhibits and Schedules.	84
	Section 9.15	Governing Law.	84
	Section 9.16	Severability.	84
	Section 9.17	Public Announcements	84
	Section 9.18	Interpretation.	85
	Section 9.19	No Duplication; No Double Recovery.	85
	Section 9.20	Tax Treatment of Payments.	85
	Section 9.21	Waiver.	85
	Section 9.22	No Admission of Liability.	85
	Section 9.23	Advisors.	85
	Section 9.24	Force Majeure.	86
	Section 9.25	Authority.	86
	Section 9.26	Limitations of Liability.	87
	Section 9.27	Plan of Reorganization.	87

(1)	“AAA” shall have the meaning set forth in Section 7.3.

(2)	“Acceptable Alternative Arrangement” shall have the meaning set forth in Section 2.3(a).

(3)	“Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity.

(4)

“Affiliate” shall mean, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person at such point in or during such period of time.  For the purposes of this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise.  It is expressly agreed that, from and after the Effective Time, (i) no member of the SpinCo Group shall be deemed an Affiliate of any member of the Parent Group and (ii) solely for purposes of this Agreement or any Ancillary Agreement incorporating this definition by reference, no member of the Parent Group shall be deemed an Affiliate of any member of the SpinCo Group.

(5)	“Agreement” shall have the meaning set forth in the Preamble.

(6)

“Ancillary Agreements” shall mean the Transition Services Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Houston Sublease, the Stockholder and Registration Rights Agreement, the Continuing Arrangements MSAs, any Continuing Arrangements, any and all Conveyancing and Assumption Instruments, and any other agreements to be entered into by and between any member of the Parent Group, on one hand, and any member of the SpinCo Group, on the other hand, at, prior to or after the Effective Time in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement.

(7)

“Applicable Rate” means, for any day, a rate per annum equal to (a) the secured overnight financing rate published by the Federal Reserve Bank of New York (or any successor administrator) as the Secured Overnight Financing Rate (“SOFR”) for such day plus (b) 1.75% (175 basis points); provided that, if SOFR is not published for any such day, the SOFR Rate shall be the SOFR most recently published prior to such day.

(8)	“Arbitral Tribunal” shall have the meaning set forth in Section 7.3(a).

(9)	“Asset Transferors” shall mean the entities transferring Assets to SpinCo or Parent, as the case may be, or one of their respective Subsidiaries in order to consummate the transactions contemplated hereby.

(10)

“Assets” shall mean all rights, title and ownership interests in and to all properties, claims, Contracts, Real Property Leases, businesses, entities or assets (including Intellectual Property, goodwill and all direct or indirect interests in the capital stock of, or any other equity interests in, any Person), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded or reflected on the books and records or financial statements of any Person.  Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters Agreement.

(11)	“Assume” shall have the meaning set forth in Section 2.2(c); and the terms “Assumed” and “Assumption” shall have their correlative meanings.

(12)	“Bankruptcy Code” has the meaning set forth in Section 4.8(g).

(13)	“Beneficially Own” shall have the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations thereunder.

(14)	“Business” shall mean the Parent Retained Business or the SpinCo Business, as applicable.

(15)	“Business Day” shall mean any day other than Saturday or Sunday and any other day on which commercial banking institutions located in New York, New York or Houston, Texas are required, or authorized by Law, to remain closed.

(16)	“Business Entity” shall mean any corporation, partnership, limited liability company, joint venture or other entity which may legally hold title to Assets.

(17)

“Business Records” shall mean all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, ledgers, journals, financial statements, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), Tax Returns, other Tax work papers and files and other documents in whatever form, physical, electronic or otherwise; provided that “Business Records” shall not include any Intellectual Property.

(18)	“Bylaws” shall have the meaning set forth in Section 3.7.

(19)

“Cash Equivalents” shall mean (i) cash and (ii) checks, certificates of deposit having a maturity of less than one year, money orders, marketable securities, money market funds, commercial paper, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Entity, minus the amount of any outbound checks, plus the amount of any deposits in transit.

(20)	“Charter” shall have the meaning set forth in Section 3.7.

(21)	“Code” shall have the meaning set forth in the Recitals.

(22)	“Commission” shall mean the United States Securities and Exchange Commission.

(23)

“Company Policies” shall mean all insurance policies, insurance contracts and claim administration contracts of any kind of any member of the Parent Group, which are in effect at the Effective Time, except all insurance policies, insurance contracts and claim administration contracts established in contemplation of the Distribution to cover any member of the SpinCo Group after the Effective Time.

(24)

“Confidential Information” shall mean all non-public, confidential or proprietary Information to the extent concerning a Party or any member of its Group or with respect to SpinCo, the SpinCo Business, any SpinCo Assets or any SpinCo Liabilities or with respect to Parent, the Parent Retained Business, any Parent Retained Assets or any Parent Retained Liabilities, which, prior to, at or following the Effective Time, has been disclosed by a Party or its Group to the other Party or its Group, or otherwise has come into the possession of, the other Party or its Group, including pursuant to any provision of this Agreement, including any data or documentation resident, existing or otherwise provided in a database or in a storage medium, permanent or temporary, intended for confidential, proprietary and/or privileged use by either Party (or such Party’s Group); except for any Information that is (i) in the public domain or known to the public through no fault of the receiving Party (or such Party’s Group) in violation of this Agreement, (ii) lawfully acquired after the Effective Time by such Party (or such Party’s Group) from other sources not known to be subject to confidentiality obligations with respect to such Information or (iii) independently developed by the receiving Party (or such Party’s Group) after the Effective Time without reference to or use of any Confidential Information.

(25)

“Consents” shall mean any consents, waivers, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third party, including any third party to a Contract and any Governmental Entity.

(26)	“Consideration” shall have the meaning set forth in Section 2.13(d).

(27)	“Continuing Arrangements” shall mean:

(i)

those arrangements set forth on Schedule 1.1(27)(i);

(ii)

this Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or any of the members of their respective Groups); and

(iii)

such other commercial arrangements between or among any member(s) of the Parent Group, on the one hand, and any member(s) of the SpinCo Group, on the other hand, that are intended to survive and continue following the Effective Time; provided that none of the intercompany Contracts set forth on Schedule 1.1(27)(iii) shall be deemed to be Continuing Arrangements, it being understood that Schedule 1.1(27)(iii) is not intended to be an exclusive list of arrangements that are to be terminated at the Effective Time.

(28)	“Continuing Arrangements MSAs” shall mean the Master Services Agreements by and between Parent and SpinCo, in the forms attached hereto as Exhibit A.

(29)

“Contract” shall mean any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, the Real Property Leases, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

(30)

“Contribution” shall mean, subject to Section 2.7, the Transfer, directly or indirectly, of all of Parent’s or its Subsidiaries’ right, title and interest in the SpinCo Assets, including the issued and outstanding equity interests of Internal SpinCo, from Parent or its Subsidiaries to SpinCo or its Subsidiaries, and the Assumption of all of the SpinCo Liabilities, directly or indirectly, by SpinCo or its Subsidiaries, pursuant to the Internal Reorganization, the Separation Plan or otherwise arising out of or resulting from the transactions contemplated by this Agreement.

(31)

“Conveyancing and Assumption Instruments” shall mean, collectively, the various Contracts, including the related local asset transfer agreements and local stock transfer agreements (or local country equivalent), and other documents entered into prior to the Effective Time and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement, the Internal Reorganization and the Separation Plan, or otherwise arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

(32)	“Credit Support Instruments” shall mean any letters of credit, performance bonds, surety bonds, bankers acceptances, or other similar arrangements.

(33)	“Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.

(34)

“Data Protection Laws” shall mean any and all applicable Laws concerning the privacy, protection, Processing, storage, and security of Personal Data, including the General Data Protection Regulation (“GDPR”), the Data Protection Act 2018 in the United Kingdom, the California Consumer Privacy Act, other US state comprehensive privacy laws, and any other Laws, regulations, regulatory requirements, guidance and codes of practice applicable to the Processing of Personal Data (as amended and/or replaced from time to time).

(35)	“DBA Claims” shall have the meaning set forth in Section 8.1(c)(iv).

(36)	“Decision on Interim Relief” shall have the meaning set forth in Section 7.3(d).

(37)	“Deferred Assets” shall have the meaning set forth in Section 2.5(a).

(38)	“Deferred Liabilities” shall have the meaning set forth in Section 2.5(a).

(39)	“Dispute” shall have the meaning set forth in Section 7.1.

(40)	“Distributed Internal SpinCo Borrowing Proceeds” shall mean the portion of the net proceeds of the Internal SpinCo Financing Arrangements set forth on Schedule 1.1(40).

(41)	“Distribution” shall have the meaning set forth in the Recitals.

(42)	“Distribution Agent” shall mean Equiniti Trust Company, LLC.

(43)	“Distribution Date” shall mean the date, as shall be determined by the Parent Board (or a duly authorized committee thereof), on which the Distribution occurs.

(44)

“Distribution Disclosure Documents” shall mean the Form 10 and all exhibits thereto (including the Information Statement), any current reports on Form 8-K and the registration statement on Form S-8 related to securities to be offered under SpinCo’s employee benefit plans, in each case as filed or furnished by SpinCo with or to the Commission in connection with the Distribution or filed or furnished by Parent with or to the Commission solely to the extent such documents relate to SpinCo or the Distribution.

(45)	“Distribution Ratio” shall mean one (1) share of SpinCo Common Stock for every [●] ([●]) shares of Parent Common Stock.

(46)

“Distribution Tax Opinions” shall mean (i) a written opinion of Wilmer Cutler Pickering Hale and Dorr LLP, in form and substance acceptable to the Parent Board and dated as of the Distribution Date, regarding the “business purpose” requirement that will apply to the intended U.S. federal income Tax treatments of the Contribution and Distribution as set forth in clauses (a)(i) and (a)(iv) of the definition of Tax-Free Status (as defined in the Tax Matters Agreement), and (ii) a written opinion of Baker & McKenzie LLP, in form and substance acceptable to the Parent Board and dated on or before the Distribution Date, regarding the “business purpose” requirement that will apply to the intended U.S. federal income Tax treatment of the Internal Spin-Off.

(47)	“Divested Entity” has the meaning set forth in Section 4.8(e)(ii).

(48)	“D&O Indemnified Parties” shall have the meaning set forth in Section 8.2.

(49)	“Effective Time” shall mean 12:01 a.m., Houston, Texas, on the Distribution Date.

(50)	“Emergency Arbitrator” shall have the meaning set forth in Section 7.3(d).

(51)	“Employee Matters Agreement” shall mean the Employee Matters Agreement by and between Parent and SpinCo, in the form attached hereto as Exhibit B.

(52)

“Environmental Laws” shall mean all Laws relating to pollution or protection of human health or safety or the environment, including Laws relating to the exposure to, or Release, threatened Release or the presence of Hazardous Substances, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Substances and all Laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, and all laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources.

(53)

“Environmental Liabilities” shall mean Liabilities relating to Environmental Law or the Release or threatened Release of or exposure to Hazardous Substances, including the following: (i) actual or alleged violations of or non-compliance with any Environmental Law, including a failure to obtain, maintain or comply with any Environmental Permits; (ii) obligations arising under or pursuant to any applicable Environmental Law or Environmental Permit; (iii) the presence of Hazardous Substances or the introduction of Hazardous Substances to the environment at, in, on, under or migrating from any of the building, facility, structure or real property, including Liabilities relating to, resulting from or arising out of the investigation, remediation, or monitoring of such Hazardous Substances; (iv) natural resource damages, property damages, personal or bodily injury or wrongful death relating to the presence of or exposure to Hazardous Substances (including asbestos-containing materials), at, in, on, under or migrating to or from any building, facility, structure or real property; (v) the transport, disposal, recycling, reclamation, treatment or storage, Release or threatened Release of Hazardous Substances at Off-Site Locations; and (vi) any agreement, decree, judgment, or order relating to the foregoing.  The term “Environmental Liabilities” does not include Liabilities arising in connection with claims for injuries to persons or property from products sold by or services provided by the SpinCo Group, the Parent Group or their respective predecessors, including claims related to exposure to asbestos with respect to such products or services.

(54)	“Environmental Permit” shall mean any permit, license, approval or other authorization under any applicable Law or of any Governmental Entity relating to Environmental Laws or Hazardous Substances.

(55)	“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

(56)	“Excluded Environmental Liabilities” shall mean any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of the Parent Retained Business.

(57)	“Final Determination” shall have the meaning set forth in the Tax Matters Agreement.

(58)	“Form 10” shall mean the registration statement on Form 10 (File No. [●]) filed by SpinCo with the Commission under the Exchange Act in connection with the Distribution, including any amendment or supplement thereto.

(59)

“Former Business” shall mean any corporation, partnership, entity, division, business unit or business (in each case, including any assets and liabilities comprising the same) that has been sold, conveyed, assigned, transferred, spun-off, split-off or otherwise disposed of or divested (in whole or in part) to a Person or Persons that is not a member of the SpinCo Group or the Parent Group or the operations, activities or production of which has been discontinued, abandoned, completed or otherwise terminated (in whole or in part), in each case, prior to the Effective Time.

(60)	“GDPR” shall have the meaning set forth in the definition of Data Protection Laws.

(61)

“Government Contract” shall mean any Contract for the sale of supplies or services, including prime contract, subcontract, basic ordering agreement, letter contract, purchase order, delivery order, and change order, between a Party or any Subsidiary thereof, on the one hand, and a Governmental Entity or prime contractor or higher-tier subcontractor to a Governmental Entity, on the other hand.

(62)	“Governmental Approvals” shall mean any notices or reports to be submitted to, or other registrations or filings to be made with, or any consents, approvals, licenses, permits or authorizations to be obtained from, any Governmental Entity.

(63)

“Governmental Entity” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof, and any arbitrator, arbitral body or mediation tribunal (whether public or private).

(64)	“Governmental Filing” shall have the meaning set forth in Section 5.5(c).

(65)	“Group” shall mean (i) with respect to Parent, the Parent Group and (ii) with respect to SpinCo, the SpinCo Group.

(66)

“Hazardous Substances” shall mean (i) any substances defined, listed, classified or regulated as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants,” “wastes,” “radioactive materials,” “petroleum,” “oils” or designations of similar import under any Environmental Law, or (ii) any other chemical, material or substance that is regulated or for which liability can be imposed under any Environmental Law.

(67)	“Houston Sublease” shall mean the Sublease Agreement by and between Kellogg Brown & Root, LLC and the applicable SpinCo Entity, in the form attached hereto as Exhibit C.

(68)

“Indebtedness” shall mean, with respect to any Person, (i) the principal amount, prepayment and redemption premiums and penalties (if any), unpaid fees and other monetary obligations in respect of any indebtedness for borrowed money, whether short term or long term, and all obligations evidenced by bonds, debentures, notes, other debt securities or similar instruments, (ii) any indebtedness arising under any capital leases (excluding, for the avoidance of doubt, any real estate leases), whether short term or long term, (iii) all liabilities secured by any Security Interest on any assets of such Person, (iv) all liabilities under any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements, (v) all liabilities under any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed to protect such Person against fluctuations in interest rates, (vi) all interest bearing indebtedness for the deferred purchase price of property or services, (vii) all liabilities under any Credit Support Instruments, (viii) all interest, fees and other expenses owed with respect to indebtedness described in the foregoing clauses (i) through (vii), and (ix) without duplication, all guarantees of indebtedness referred to in the foregoing clauses (i) through (viii).

(69)

“Indemnifiable Loss” and “Indemnifiable Losses” shall mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

(70)	“Indemnifying Party” shall have the meaning set forth in Section 5.4(a).

(71)	“Indemnitee” shall have the meaning set forth in Section 5.4(a).

(72)	“Indemnity Payment” shall have the meaning set forth in Section 5.7(a).

(73)

“Information” shall mean information, content and data in written, oral, electronic, computerized, digital or other tangible or intangible media, including (i) books and records, whether accounting, legal or otherwise, ledgers, studies, reports, surveys, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, marketing plans, customer names and information (including prospects), technical information relating to the design, operation, testing, test results, development, and manufacture of either Party’s or its Group’s products or facilities (including product or facility specifications and documentation; engineering, design and manufacturing drawings, diagrams, layouts, maps and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies, procedures, and specifications; evaluation and/validation studies; process control and/or shop-floor control strategy, logic or algorithms; assembly code, software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; all other methodologies, procedures, techniques and Know-How related to research, engineering, development and manufacturing; communications, correspondence, materials, product literature, artwork, files, documents; and (ii) financial and business information, including earnings reports and forecasts, macro-economic reports and forecasts, all cost information (including supplier records and lists), sales and pricing data, business plans, market evaluations, surveys, credit-related information, and other such information as may be needed for reasonable compliance with reporting, disclosure, filing or other requirements, including under applicable securities laws or regulations of securities exchanges.

(74)	“Information Statement” shall mean the Information Statement attached as Exhibit 99.1 to the Form 10, to be distributed to the holders of shares of Parent Common Stock in connection with the Distribution, including any amendment or supplement thereto.

(75)	“Initial Notice” shall have the meaning set forth in Section 7.1.

(76)

“Insurance Proceeds” shall mean those monies (i) received by an insured from an insurance carrier (excluding any captive insurance maintained by the insured Party or its Subsidiaries) or (ii) paid by an insurance carrier (excluding any captive insurance maintained by the insured Party or its Subsidiaries) on behalf of an insured, in either case net of any applicable deductible or retention.

(77)

“Intellectual Property” shall mean all intellectual property rights arising in any jurisdiction of the world, including in or with respect to, or arising from, any of the following: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, names, corporate names, trade names, Internet domain names, social media accounts and addresses and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”); (ii) patents and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions thereof (collectively, “Patents”); (iii) copyrights and copyrightable subject matter, excluding Know-How; (iv) trade secrets, and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies, excluding Patents (collectively, “Know-How”); (v) all applications and registrations for any of the foregoing; and (vi) all rights and remedies against past, present, and future infringement, misappropriation, or other violation of any of the foregoing.

(78)	“Interim Relief” shall have the meaning set forth in Section 7.3(d).

(79)	“Internal Cash Distribution” has the meaning set forth in the Recitals.

(80)	“Internal Contribution” has the meaning set forth in the Recitals.

(81)

“Internal Reorganization” shall mean the allocation and transfer or assignment of Assets and Liabilities (including entities holding Assets and/or Liabilities), including by means of the Conveyancing and Assumption Instruments, and including, for the avoidance of doubt, the Internal Contribution, the Internal SpinCo Distribution, the Internal Cash Distribution and the Contribution, resulting in (i) the SpinCo Group owning and operating the SpinCo Business, and (ii) the Parent Group continuing to own and operate the Parent Retained Business, as described in the step plan set forth on Schedule 1.1(81) (the “Separation Plan”).

(82)	“Internal Spin-Off” has the meaning set forth in the Recitals.

(83)	“Internal SpinCo” has the meaning set forth in the Recitals.

(84)	“Internal SpinCo Distribution” has the meaning set forth in the Recitals.

(85)	“Internal SpinCo Financing Arrangements” shall mean the financing arrangements described on Schedule 1.1(85).

(86)

“Internal SpinCo Financing Documents” shall mean any documents relating to any debt issuance of Internal SpinCo on or prior to the Distribution Date or otherwise relating to the Internal SpinCo Financing Arrangements, including any offering memorandum, confidential information memorandum, lender presentation, credit agreement or other bank financing arrangement, exchange agreement, purchase agreement, indenture or notes (including, in each case, the representations, warranties and covenants contained therein), and any other agreements or arrangements entered into in connection with the foregoing.

(87)	“Inventory” shall mean inventories of materials, supplies, goods in transit, customer returns, and work-in-process and finished goods and products, in each case of whatever kind, nature or description.

(88)	“IRS Ruling” has the meaning set forth in Section 3.6(c).

(89)

“IT Assets” shall mean all software, computer systems, telecommunications equipment, databases, Internet Protocol addresses, data rights and documentation, reference, resource and training materials relating thereto, and all Contracts (including Contract rights) relating to any of the foregoing (including software license agreements, source code escrow agreements, support and maintenance agreements, electronic database access contracts, domain name registration agreements, website hosting agreements, software or website development agreements, outsourcing agreements, service provider agreements, interconnection agreements, governmental permits, radio licenses and telecommunications agreements).

(90)	“IT Separation” shall mean the development and implementation of a separate information technology environment and systems, to include the SpinCo IT Assets, as further described in the plan set forth in Schedule 1.1(90) (the “IT Separation Plan”).

(91)	“IT Separation Plan” shall have the meaning set forth in the definition of IT Separation.

(92)	“KBR Holdings” has the meaning set forth in the Recitals.

(93)	“Know-How” shall have the meaning set forth in the definition of Intellectual Property.

(94)

“Law” shall mean any applicable U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, treaty (including any income tax treaty), order, approval, consent, decree, judgment, injunction, license, permit, administrative interpretation, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into or taken by any Governmental Entity.

(95)

“Liabilities” shall mean any and all Indebtedness, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law (including Environmental Law), Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract, Real Property Lease or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto.  Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters Agreement.

(96)	“Liable Party” shall have the meaning set forth in Section 2.9(c).

(97)	“Licensee Party” has the meaning set forth in Section 4.8(c).

(98)	“Negotiation Period” shall have the meaning set forth in Section 7.2.

(99)	“NYSE” means New York Stock Exchange.

(100)

“Occurrence Policies” shall mean insurance policies with third party insurers (excluding any captive insurance carrier) of Parent and its Subsidiaries written on an “occurrence” basis and in place prior to the Distribution, including any “tail” policy obtained for such insurance.

(101)

“Off-Site Location” shall mean any third party location that is not now nor has ever been owned, leased or operated by the Parent Group or the SpinCo Group or any of their respective predecessors.  “Off-Site Location” does not include any property that is adjacent to or neighboring any property formerly, currently or in the future owned, leased or operated by the Parent Group, the SpinCo Group, or their respective predecessors that has been impacted by Hazardous Substances released from such properties.

(102)

“Other Party” shall have the meaning set forth in Section 2.9(a).

(103)

“Parent” shall have the meaning set forth in the Preamble.

(104)

“Parent Accounts” shall have the meaning set forth in Section 2.13(a)(i).

(105)

“Parent Asset Transferee” shall mean any Business Entity that is or will be a member of the Parent Group or a Subsidiary of Parent to which Parent Retained Assets shall be or have been transferred at or prior to the Effective Time, or which is contemplated by the Internal Reorganization, the Separation Plan, this Agreement or the Ancillary Agreements to occur after the Effective Time, by an Asset Transferor in order to consummate the transactions contemplated hereby.

(106)

“Parent Board” shall have the meaning set forth in the Recitals.

(107)

“Parent Common Stock” shall mean the common stock of Parent, par value $0.001 per share.

(108)

“Parent CSIs” shall have the meaning set forth in Section 2.10(d).

(109)

“Parent D&O Indemnitees” shall have the meaning set forth in Section 8.3.

(110)

“Parent Former Business” shall mean (i) any Former Business (other than the SpinCo Business or the SpinCo Former Businesses) that, at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was primarily managed by or associated with the Parent Retained Business as then conducted and (ii) the Former Businesses set forth on Schedule 1.1(110), whether or not such Former Business would meet the standard set forth in sub-clause (i) of this definition.

(111)

“Parent Group” shall mean (i) Parent, the Parent Retained Business and each Person that is a direct or indirect Subsidiary of Parent as of immediately following the Effective Time and (ii) each Business Entity that becomes a Subsidiary of Parent after the Effective Time.

(112)

“Parent Indemnitees” shall mean each member of the Parent Group and each of their respective Affiliates from and after the Effective Time and each member of the Parent Group’s and such respective Affiliates’ respective current, former and future directors, officers, employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or agents of any member of the Parent Group or their respective Affiliates) and each of the heirs, administrators, executors, successors and assigns of any of the foregoing, except, for the avoidance of doubt, the SpinCo Indemnitees.

(113)

“Parent Indemnitors” shall have the meaning set forth in Section 8.3.

(114)

“Parent Joint Venture Interests” shall mean the equity interests in the entities set forth on Schedule 1.1(114) held, directly or indirectly, by Parent immediately prior to the Effective Time.

(115)

“Parent Personal Data” shall mean Personal Data of the Parent Group that is used in or by, or otherwise related to, any Parent Retained Business.

(116)

“Parent Portion” shall have the meaning set forth in Section 2.3(a).

(117)

“Parent Released Liabilities” shall have the meaning set forth in Section 5.1(a)(i).

(118)

“Parent Retained Assets” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Retained Assets shall include:

(i)

all interests in the capital stock of, or any other equity interests in each member of the Parent Group (other than Parent) and the Retained Stock;

(ii)

the Parent Joint Venture Interests;

(iii)

the Assets listed or described on Schedule 1.1(118)(iii) (which for the avoidance of doubt is not a comprehensive listing of all Parent Retained Assets and is not intended to limit this definition of “Parent Retained Assets”);

(iv)

any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by Parent or any other member of the Parent Group;

(v)

all Parent Accounts, and, subject to the provisions of Section 2.13, all Cash Equivalents on deposit in such accounts immediately prior to the Effective Time;

(vi)

all Assets of either Party or any of the members of its Group as of immediately prior to the Effective Time that are specifically identified in a Conveyancing and Assumption Instrument as Assets to be retained by Parent or any other member of the Parent Group; provided that such Assets are not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to SpinCo or any other member of the SpinCo Group (it being understood and agreed that this proviso shall not apply to a Conveyancing and Assumption Instrument entered prior to the Effective Time to implement an Asset transfer contemplated by the Separation Plan);

(vii)

all Contracts of either Party or any of the members of its Group as of immediately prior to the Effective Time other than the SpinCo Contracts, including the Contracts listed or described on Schedule 1.1(118)(vii) (which for the avoidance of doubt is not a comprehensive listing of all Contracts that are Parent Retained Assets and is not intended to limit this definition of “Parent Retained Assets”);

(viii)

all rights related to the Parent Portion of any Shared Contract pursuant to Section 2.3;

(ix)

all insurance policies and all rights and claims thereunder, subject to Section 8.1, other than the SpinCo Insurance Policies;

(x)

all real property and real property interests, including any Real Property Leases, other than SpinCo Real Property, owned or leased by either Party or any other member of its Group as of immediately prior to the Effective Time;

(xi)

all Tangible Personal Property, other than SpinCo Tangible Personal Property, of either Party or any of the members of its Group as of immediately prior to the Effective Time;

(xii)

the Parent Retained IP;

(xiii)

all IT Assets, other than SpinCo IT Assets, of either Party or any other member of its Group as of immediately prior to the Effective Time;

(xiv)

all Permits, other than the SpinCo Permits, of either Party or any of the members of its Group as of immediately prior to the Effective Time;

(xv)

all accounts receivable, other than the SpinCo Accounts Receivable, of either Party or any of the members of its Group as of immediately prior to the Effective Time;

(xvi)

all Inventory, other than SpinCo Inventory, of either Party or any of the members of its Group as of immediately prior to the Effective Time;

(xvii)

all Business Records other than the SpinCo Business Records or SpinCo Employee Records; and

(xviii)

any and all Assets that are acquired or otherwise becomes an Asset of the Parent Group after the Effective Time.

(119)

“Parent Retained Business” shall mean (i) those businesses operated by the Parent Group prior to the Effective Time other than the SpinCo Business, (ii) those Business Entities or businesses acquired or established by or for any member of the Parent Group after the Effective Time, (iii) any Parent Former Business and (iv) any business listed on Schedule 1.1(119); provided that Parent Retained Business shall not include any SpinCo Former Business or SpinCo Former Real Property.

(120)

“Parent Retained IP” shall mean (i) all Intellectual Property of the Parent Group or the SpinCo Group other than SpinCo Intellectual Property, (ii) any Intellectual Property licensed to SpinCo pursuant to the Ancillary Agreements and (iii) the Parent Retained Names.

(121)

“Parent Retained Liabilities” shall mean:

(i)

any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by Parent or any other member of the Parent Group, and all agreements, obligations and other Liabilities of Parent or any other member of the Parent Group under this Agreement or any of the Ancillary Agreements;

(ii)

any and all Liabilities to the extent relating to, arising out of or resulting from the accounts payable of either Party or any of the members of its Group as of the Effective Time other than the SpinCo Accounts Payable;

(iii)

all Liabilities arising out of claims made by any Third Party (including Parent’s or SpinCo’s respective directors, officers, shareholders/stockholders, employees and agents) against any member of the Parent Group or the SpinCo Group to the extent relating to, arising out of or resulting from (and only such portion relating to, arising out of or resulting from) the Parent Business or the Parent Retained Assets;

(iv)

the Liabilities listed on Schedule 1.1(121)(iv); and

(v)

any and all other Liabilities of Parent and each of its Subsidiaries that are not SpinCo Liabilities.

(122)

“Parent Retained Names” shall mean the names and marks set forth in Schedule 1.1(122), and any Trademarks containing or comprising any of such names or marks, and any Trademarks derivative thereof or confusingly similar thereto, or any telephone numbers or other alphanumeric addresses or mnemonics containing any of the foregoing names or marks.

(123)

“Partial Assignment” shall have the meaning set forth in Section 2.3(a).

(124)

“Party” and “Parties” shall have the meanings set forth in the Preamble.

(125)

“Patent” shall have the meaning set forth in the definition of Intellectual Property.

(126)

“Permits” shall mean permits, approvals, authorizations, Consents, licenses, registrations or certificates issued by any Governmental Entity.

(127)

“Person” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, bank, land trust, trust company, company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

(128)

“Personal Data” shall mean any data or information in any media that relates to an identified or identifiable specific individual, and any other data or information that constitutes personal data, personal information, or personally identifiable information under any applicable Law, including the Data Protection Laws.

(129)

“Practice” means, with respect to a Patent, engaging in conduct that, absent a license or ownership thereof, would infringe a claim of such Patent.

(130)

“Privilege” shall have the meaning set forth in Section 6.6(a).

(131)

“Privileged Information” shall have the meaning set forth in Section 6.6(a).

(132)

“Processing” (and its cognates) shall have the meaning set forth in the GDPR.

(133)

“Real Property Lease” means any lease, sublease, license, or other occupancy agreement, and any amendments, guarantees, and notices related thereto, pursuant to which leases, subleases, licenses, or otherwise occupies any real property.

(134)

“Record Date” shall mean the date determined by the Parent Board as the record date for determining the holders of Parent Common Stock entitled to receive SpinCo Common Stock in the Distribution.

(135)

“Record Holders” shall mean holders of Parent Common Stock on the Record Date.

(136)

“Release” shall mean any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment (including ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, groundwater or property.

(137)

“Retained Stock” shall have the meaning set forth in the Recitals.

(138)

“Rules” shall have the meaning set forth in Section 7.3.

(139)

“Securities Act” shall mean the Securities Act of 1933, together with the rules and regulations promulgated thereunder.

(140)

“Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

(141)

“Separation” shall have the meaning set forth in the Recitals.

(142)

“Separation Plan” shall have the meaning set forth in the definition of Internal Reorganization.

(143)

“Shared Contract” shall mean any Contract to which Parent, SpinCo or any of their respective Subsidiaries, on the one hand, and one or more Third Parties, on the other hand, are a party that, as of immediately prior to the Effective Time, benefits both (a) the SpinCo Business and (b) the Parent Retained Business (in each case of clauses (a) and (b), other than in a de minimis respect); provided, that Shared Contracts shall not include any Contract the benefits of which are provided under the Transition Services Agreement.

(144)

“Shared SAP Business Records” means certain historical Business Records that are: (a) maintained by one or more members of the Parent Group in SAP repositories and (b) not reasonably separable from the Business Records relating to any other business of the Parent Group without unreasonable cost or burden (and therefore are not SpinCo Business Records), access to which is necessary for both the continued operation of the Parent Group and for certain operations of the SpinCo Group.

(145)

“Specified Government Contract” shall mean any Contract not held by a member of the SpinCo Group to which a United States federal Governmental Entity is a party, and for which the period of performance is ongoing or the period of performance is completed but such Contract has not been closed out.

(146)

“SpinCo” shall have the meaning set forth in the Preamble.

(147)

“SpinCo Accounts” shall have the meaning set forth in Section 2.13(a)(i).

(148)

“SpinCo Asset Transferee” shall mean any Business Entity that is or will be a member of the SpinCo Group or a Subsidiary of SpinCo to which SpinCo Assets shall be or have been transferred at or prior to the Effective Time, or which is contemplated by the Internal Reorganization, the Separation Plan, this Agreement or the Ancillary Agreements to occur after the Effective Time, by an Asset Transferor in order to consummate the transactions contemplated hereby.

(149)

“SpinCo Assets” shall mean only the following Assets, without duplication:

(i)

all interests in the capital stock of, or any other equity interests in, the members of the SpinCo Group (other than SpinCo) held, directly or indirectly, by Parent immediately prior to the Effective Time;

(ii)

the SpinCo Joint Venture Interests;

(iii)

the Assets set forth on Schedule 1.1(149)(iii) (which for the avoidance of doubt is not a comprehensive listing of all SpinCo Assets and is not intended to limit other clauses of this definition of “SpinCo Assets”);

(iv)

any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred to or retained by any member of the SpinCo Group;

(v)

all SpinCo Accounts, and, subject to the provisions of Section 2.13 all Cash Equivalents on deposit in such accounts immediately prior to the Effective Time;

(vi)

all rights, title and interest in and to the owned real property set forth on Schedule 1.1(149)(vi), including all land and land improvements, structures, buildings and building improvements, other improvements and appurtenances located thereon (the “SpinCo Owned Real Property”);

(vii)

all rights, title and interest in, and to and under the Real Property Leases set forth on Schedule 1.1(149)(vii) (the “SpinCo Leases”), including, to the extent provided for in the SpinCo Leases, any land and land improvements, structures, buildings and building improvements, other improvements and appurtenances (the “SpinCo Leased Real Property”);

(viii)

all SpinCo Contracts;

(ix)

all rights related to the SpinCo Portion of any Shared Contract pursuant to Section 2.3;

(x)

all Intellectual Property exclusively related to the SpinCo Business, including the Intellectual Property applications and registrations set forth on Schedule 1.1(149)(x) (the “SpinCo Intellectual Property”);

(xi)

all Permits that are (A) held by a member of the SpinCo Group or (B) to the extent transferable, relate primarily to or are used primarily in the SpinCo Business (other than to the extent that any member of the Parent Group benefits from such Permits in connection with the Parent Retained Business) (the “SpinCo Permits”);

(xii)

copies of all Business Records (a) to the extent related to, used in or necessary for the operation of, the SpinCo Business and in the possession or control of any member of the Parent Group and (b) reasonably separable from the Business Records relating to any other business of the Parent Group without imposing an unreasonable cost or burden on the Company or any of its Subsidiaries (the “SpinCo Business Records”); provided that, “SpinCo Business Records” shall not include (x) any Business Records to the extent related to any Parent Retained Liability or Parent Retained Asset; (y) any corporate seals, minute books, stock books, laboratory notebooks, books of account or other records having to do with the corporate organization of Parent or any other member of the Parent Group or relating to the process for the separation of the SpinCo Business; or (z) any Intellectual Property;

(xiii)

copies of all Shared SAP Business Records;

(xiv)

copies of all SpinCo Employee Records, in each case, to the extent permitted by applicable Law;

(xv)

all SpinCo IT Assets;

(xvi)

all Tangible Personal Property owned by either Party or any other member of its Group as of immediately prior to the Effective Time that is (A) located at a SpinCo Real Property or other real property (or portion thereof) occupied by the SpinCo Group (other than (x) Tangible Personal Property primarily used in connection with the Parent Business and (y) any fixture or furniture that is located at real property (or a portion thereof) leased or licensed by the SpinCo Group if the owner or lessor under the master lease is a member of the Parent Group) or (B) located at a real property (or portion thereof) that constitutes a Parent Retained Asset or is occupied by the Parent Group and is exclusively used in connection with the SpinCo Business  (in each case excluding Tangible Personal Property owned by persons other than Parent and its Subsidiaries) (the “SpinCo Tangible Personal Property”);

(xvii)

all accounts receivable to the extent attributable exclusively to the SpinCo Business (the “SpinCo Accounts Receivable”);

(xviii)

all Inventory (A) located at a SpinCo Real Property or other real property (or portion thereof) occupied by the SpinCo Group (other than Inventory primarily used in connection with the Parent Business) or (B) located at a real property (or portion thereof) that constitutes a Parent Retained Asset or is occupied by the Parent Group and is exclusively used in connection with the SpinCo Business (the “SpinCo Inventory”);

(xix)

(A) to the extent transferable, all insurance policies maintained by a SpinCo Entity or any member of the Parent Group for the exclusive benefit of the SpinCo Business, including the insurance policies listed on Schedule 1.1(149)(xix) and (B) the SpinCo Captive Insurance Program (collectively, the “SpinCo Insurance Policies”); provided, however, that for the avoidance of doubt, the SpinCo Insurance Policies shall not include any Occurrence Policies insuring members of the Parent Group for periods prior to the Distribution Date (including any insurance policies issued in connection with the Defense Base Act), which shall instead be governed by Section 8.1;

(xx)

all Assets of either Party or any of the members of its Group as of immediately prior to the Effective Time that are specifically identified in a Conveyancing and Assumption Instrument as Assets to be transferred to SpinCo or any other member of the SpinCo Group; provided that such Assets are not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to Parent or any other member of the Parent Group (it being understood and agreed that this proviso shall not apply to a Conveyancing and Assumption Instrument entered prior to the Effective Time to implement an Asset transfer contemplated by the Separation Plan); and

(xxi)

all other Assets that are held by the SpinCo Group or the Parent Group immediately prior to the Effective Time and that are primarily used and primarily held for use in the SpinCo Business as conducted immediately prior to the Effective Time and that are of a category of asset that is not addressed in subsections (i)-(xx) (the intention of this clause (xxi) is only to rectify an inadvertent omission of transfer or assignment of any Asset that, had the Parties given specific consideration to such Asset as of the date of this Agreement, would have otherwise been classified as a SpinCo Asset based on the principles of this Section (149)).

(150)

“SpinCo Balance Sheet” shall mean SpinCo’s unaudited pro forma condensed combined balance sheet, including the notes thereto, as of [●], 20[●], as included in the Distribution Disclosure Documents.

(151)

“SpinCo Board” shall have the meaning set forth in the Recitals.

(152)

“SpinCo Business” shall mean (i) the businesses comprising of Parent’s Mission Technology Solutions segment and (ii) the SpinCo Former Businesses; provided that the SpinCo Business shall not include any Parent Former Business.

(153)

“SpinCo Business Records” shall have the meaning set forth in the definition of SpinCo Assets.

(154)

“SpinCo Captive Insurance Program” shall mean the captive insurance program operated through Solutions Insurance Company.

(155)

“SpinCo Common Stock” shall mean the common stock of SpinCo, par value $0.001 per share.

(156)

“SpinCo Contracts” shall mean the following contracts and agreements to which either Party or any other member of its Group is a party or by which it or any other member of its Group or any of their respective Assets is bound, whether or not in writing, in each case as in effect as of immediately prior to the Effective Time:

(i)

any Third Party Contracts related primarily to the SpinCo Business or any SpinCo Asset, but excluding any Contracts listed or described on Schedule 1.1(118)(vii);

(ii)

any Contracts governing the rights and obligations associated with the ownership of the SpinCo Joint Venture Interests;

(iii)

any contract or agreement that (x) is expressly contemplated by this Agreement or any of the Ancillary Agreements to be assigned to SpinCo or any other member of the SpinCo Group, or (y) is specifically identified in a Conveyancing and Assumption Instrument as transferring to SpinCo or any other member of the SpinCo Group, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by Parent or any other member of the Parent Group;

(iv)

any credit agreement, indenture, note or other financing agreement or instrument entered into by SpinCo and/or any other member of the SpinCo Group in connection with the Separation, including any Internal SpinCo Financing Arrangements; and

(v)

any contracts, agreements or settlements set forth on Schedule 1.1(156)(v).

(157)

“SpinCo Disclosure” shall mean (i) any disclosure made in any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the Commission, including in connection with SpinCo’s obligations under the Securities Act and the Exchange Act, any other Governmental Entity, or holders of any securities of any member of the SpinCo Group, in each case, on or after the Distribution Date by or on behalf of any member of the SpinCo Group in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations) and (ii) any disclosure made in any Internal SpinCo Financing Documents.

(158)

“SpinCo Employees” shall have the meaning set forth in the Employee Matters Agreement.

(159)

“SpinCo Employee Records” shall mean the following current employment and current personnel information with respect to each SpinCo Employee as of the Distribution Date: salary, wage grade, job description, variable compensation targets, performance documentation, training and continuing education records, and business and personal mailing addresses and telephone numbers, Family and Medical Leave Act (or similar) records, disability accommodation records, workplace injury records, Forms I-9 (Employment Eligibility Verification) and employee development plans related to such SpinCo Employee; provided that SpinCo Employee Records shall not include any medical records.

(160)

“SpinCo Environmental Liabilities” shall mean any and all Environmental Liabilities, whether arising before, at or after the Effective Time, to the extent relating to or resulting from or arising out of (i) the past, present or future operation, conduct or actions of the SpinCo Group, SpinCo Business or the past, present or future use of the SpinCo Assets or (ii) the SpinCo Former Businesses or SpinCo Former Real Property, including, any agreement, decree, judgment, or order relating to the foregoing entered into by Parent or any Affiliate of Parent prior to the Effective Time, but in any event excluding the Excluded Environmental Liabilities.

(161)

“SpinCo Former Business” shall mean (i) any Former Business that, at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was (A) primarily managed by or associated with the SpinCo Business as then conducted or (B) part of a business the majority of which as of the Distribution Date is or was transferred to SpinCo and (ii) the Former Businesses set forth on Schedule 1.1(161), whether or not such Former Business would meet the standard set forth in sub-clause (i) of this definition.

(162)

“SpinCo Former Real Property” shall mean any real property that at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was primarily owned, leased or operated in connection with the SpinCo Business or any of the SpinCo Former Businesses.

(163)

“SpinCo Group” shall mean SpinCo and each Person that is a direct or indirect Subsidiary of SpinCo as of the Effective Time (but after giving effect to the Internal Reorganization), and each Person that becomes a Subsidiary of SpinCo after the Effective Time.

(164)

“SpinCo Insurance Policies” shall have the meaning set forth in the definition of SpinCo Assets.

(165)

“SpinCo Intellectual Property” shall have the meaning set forth in the definition of SpinCo Assets.

(166)

“SpinCo Indemnitees” shall mean each member of the SpinCo Group and each of their respective Affiliates from and after the Effective Time and each member of the SpinCo Group’s and such respective Affiliates’ respective current, former and future directors, officers, employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or agents of any member of the SpinCo Group or their respective Affiliates) and each of the heirs, administrators, executors, successors and assigns of any of the foregoing, except, for the avoidance of doubt, the Parent Indemnitees.

(167)

“SpinCo IT Assets” shall mean, collectively, (i) all site infrastructure information technology hardware owned by either Party or any other member of its Group as of immediately prior to the Effective Time that is located on a SpinCo Real Property, (ii) all information technology hardware owned or licensed by either Party or any other member of its Group as of immediately prior to the Effective Time that is used primarily by the SpinCo Business, other than any such information technology hardware that is leased under a Shared Contract or is located at a site that is not a SpinCo Real Property, (iii) all IT Assets that are software applications owned or licensed by either Party or any other member of its Group as of immediately prior to the Effective Time that are primarily used by the SpinCo Business; provided that licensed software shall only be included to the extent that the license for such software is a SpinCo Contract or SpinCo independently has its own license for such software, (iv) all other IT Assets of a category that is not addressed in clauses (i) through (iii) that relates exclusively to the SpinCo Business, and (v) the IT Assets listed or described on Schedule 1.1(167).

(168)

“SpinCo Joint Venture” shall have the meaning set forth in the definition of SpinCo Joint Venture Interests.

(169)

“SpinCo Joint Venture Interests” shall mean the equity interests in the entities set forth on Schedule 1.1(169) (each, a “SpinCo Joint Venture”) held, directly or indirectly, by Parent immediately prior to the Effective Time.

(170)

“SpinCo Leases” shall have the meaning set forth in the definition of SpinCo Assets.

(171)

“SpinCo Liabilities” shall mean:

(i)

any and all Liabilities to the extent relating to, arising out of or resulting from (a) the operation or conduct of the SpinCo Business, as conducted at any time prior to, at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the SpinCo Group, including pursuant to any indemnification obligation), including any member of the Parent Group’s management, oversight, supervision or operation of the SpinCo Business, the SpinCo Assets or the SpinCo Liabilities prior to the Effective Time); (b) the operation or conduct of any business conducted by any member of the SpinCo Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the SpinCo Group, including pursuant to any indemnification obligation); or (c) any SpinCo Asset, whether arising before, at or after the Effective Time (including any Liability relating to, arising out of or resulting from SpinCo Contracts, the SpinCo Portion of Shared Contracts  and any real property and leasehold interests);

(ii)

the Liabilities set forth on Schedule 1.1(171)(ii);

(iii)

any and all Liabilities that are expressly provided by this Agreement or any of the Ancillary Agreements as Liabilities to be assumed by SpinCo or any other member of the SpinCo Group, and all agreements, obligations and Liabilities of SpinCo or any other member of the SpinCo Group under this Agreement or any of the Ancillary Agreements;

(iv)

any and all Liabilities reflected on the SpinCo Balance Sheet or the accounting records supporting such balance sheet and any Liabilities incurred by or for SpinCo or any other member of the SpinCo Group subsequent to the date of the SpinCo Balance Sheet which, had they been so incurred on or before such date, would have been reflected on the SpinCo Balance Sheet if prepared on a consistent basis, subject to any discharge of any of such Liabilities subsequent to the date of the SpinCo Balance Sheet; it being understood that the amounts set forth on the SpinCo Company Balance Sheet with respect to any Liabilities shall not be treated as limitations on the amount of such Liabilities that are included in the definition of SpinCo Liabilities pursuant to this subclause (iv);

(v)

any and all Liabilities to the extent relating to, arising out of, or resulting from, whether prior to, at or after the Effective Time, any infringement, misappropriation or other violation of any Intellectual Property of any other Person to the extent related to the conduct of the SpinCo Business;

(vi)

any and all SpinCo Environmental Liabilities;

(vii)

any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from (A) the Distribution Disclosure Documents or (B) any SpinCo Disclosure;

(viii)

for the avoidance of doubt, and without limiting any other matters that may constitute SpinCo Liabilities, any and all Liabilities relating to, arising out of or resulting from any Action to the extent related to the SpinCo Business, including all Liabilities relating to, arising out of or resulting from the Actions listed on Schedule 1.1(171)(viii);

(ix)

any and all product liability claims or other claims of third parties, including any and all product liabilities, whether such product liabilities are known or unknown, contingent or accrued, relating to loss of life or injury to persons due to events prior to, at or after the Effective Time, to the extent relating to, arising out of or resulting from any product developed, designed, manufactured, marketed, distributed, leased or sold by the SpinCo Business;

(x)

any and all Liabilities relating to, arising out of or resulting from (A) the Internal SpinCo Financing Arrangements and (B) any other Indebtedness of any member of the SpinCo Group or Indebtedness secured exclusively by any of the SpinCo Assets;

(xi)

any and all Liabilities relating to, arising out of or resulting from ownership of the SpinCo Joint Venture Interests, including any Liabilities relating to, arising out of or resulting from any credit agreement, guarantee, indemnity or Credit Support Instrument given or obtained for the benefit of any SpinCo Joint Venture; and

(xii)

any and all checks issued but not drawn and accounts payable to the extent related to, arising out of or resulting from the SpinCo Business or any SpinCo Asset, whether arising before, at or after the Effective Time.

(172)

“SpinCo Leased Real Property” shall have the meaning set forth in the definition of SpinCo Assets.

(173)

“SpinCo Owned Real Property” shall have the meaning set forth in the definition of SpinCo Assets.

(174)

“SpinCo Permits” shall have the meaning set forth in the definition of SpinCo Assets.

(175)

“SpinCo Personal Data” shall mean Personal Data of the SpinCo Group that is used in or by, or otherwise related to, any SpinCo Business.

(176)

“SpinCo Portion” shall have the meaning set forth in Section 2.3(a).

(177)

“SpinCo Real Property” shall mean, collectively, the SpinCo Owned Real Property and the SpinCo Leased Real Property.

(178)

“SpinCo Released Liabilities” shall have the meaning set forth in Section 5.1(a)(ii).

(179)

“SpinCo Subsidiaries” shall mean all direct and indirect Subsidiaries of SpinCo, after giving effect to the Internal Reorganization.

(180)

“Stockholder and Registration Rights Agreement” shall mean the Stockholder and Registration Rights Agreement by and between Parent and SpinCo, in the form attached hereto as Exhibit D.

(181)

“Subsidiary” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other Person in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity.  It is expressly agreed that, from and after the Effective Time, neither SpinCo nor any other member of the SpinCo Group shall be deemed a Subsidiary of Parent or any other member of the Parent Group.

(182)

“Tangible Personal Property” shall mean personal property, fixtures, machinery, furniture, office equipment, laboratory equipment, automobiles, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models, and other tangible personal property, but shall exclude IT Assets and Inventory.

(183)

“Tax” or “Taxes” shall have the meaning set forth in the Tax Matters Agreement.

(184)

“Tax Contest” shall have the meaning set forth in the Tax Matters Agreement.

(185)

“Tax Matters Agreement” shall mean the Tax Matters Agreement by and between Parent and SpinCo, in the form attached hereto as Exhibit E.

(186)

“Tax Records” shall have the meaning set forth in the Tax Matters Agreement.

(187)

“Tax Returns” shall have the meaning set forth in the Tax Matters Agreement.

(188)

“Taxing Authority” shall have the meaning set forth in the Tax Matters Agreement.

(189)

“Third Party Contracts” shall mean any Contracts between or among a Party (or any other member of its Group) and any other Persons (other than either Party or any other member of their respective Groups).

(190)

“Third Party Claim” shall have the meaning set forth in Section 5.4(b).

(191)

“Third Party Proceeds” shall have the meaning set forth in Section 5.7(a).

(192)

“Trademark” shall have the meaning set forth in the definition of Intellectual Property.

(193)

“Transaction-related Expenses” shall have the meaning set forth in Section 9.5(a).

(194)

“Transfer” shall have the meaning set forth in Section 2.2(b)(i); and the term “Transferred” shall have its correlative meaning.

(195)

“Transition Committee” shall have the meaning set forth in Section 2.14.

(196)

“Transition Services Agreement” shall mean the Transition Services Agreements by and between Parent and SpinCo, in the form attached hereto as Exhibit F.

	KBR, Inc.
	By:
	Name:
	Title:
	Trinzic, Inc.
	By:
	Name:
	Title: