2.3
Certificate
3.2(a)
CFIUS
8.1(d)
Closing
2.2
Closing Date
2.2
Code
1.1(e)
Company
Preamble
Company Balance Sheet
4.4(b)
Company Board
1.2(a)
Company Common Stock
Recitals
Company Confidential Information
4.13(a)
Company Disclosure Schedule
Article IV
Company Employee Plans
4.14(a)
Company Financial Statements
4.4(b)
Company Intellectual Property
4.13(a)
Company Leases
4.12(b)
Company Persons
4.8(d)
Company Properties
4.12(a)
Company SEC Reports
4.4(a)
Company Stockholders Meeting
7.3(a)
Company Stock Options
4.2
Company Stock Plans
4.2
Company's Knowledge
10.8
Contamination
4.10(b)
Continuing Directors
1.3(c)
Contracts
4.3(b)
Covered Parties
7.7(a)
Current Premium
7.7(a)
Data Regulations
4.13(j)
DFARS
4.13(j)
DGCL
Recitals
v
TABLE OF DEFINED TERMS
Defined Term
Section
DSS
8.1(e)
DSS Condition
Annex I, condition (iv)
Effective Time
2.3
Employee Benefit Plan
4.14(a)
Environmental Law
4.10(b)
ERISA
4.14(a)
ERISA Affiliate
4.14(a)
ESPP
3.3(d)
ESPP Number
3.3(d)
ESPP Price
3.3(d)
Exchange Act
1.1(a)
Exchange Fund
3.2(a)
Exon-Florio Act
4.3(c)(ii)
Exon-Florio Condition
Annex I, condition (iii)
Expenses
9.3(c)
Export Control Laws
4.8(m)
Fairness Opinion
4.19
FAR
4.13(j)
Financial Advisor
4.19
Fully Diluted Basis
1.1(a)
GAAP
4.4(b)
GFE
4.8(l)
Government Contract
4.8(a)
Governmental Entity
4.8(a)
Hazardous Substance
4.10(b)
HSR Act
4.3(c)
HSR Condition
Annex I, condition (ii)
Insurance Policies
4.7(e)
Intellectual Property
4.13(a)
ITAR
4.3(c)
January ESPP Price
3.3(d)
Judgment
4.3(b)
Key Employees
6.1(o)
Law
1.1(a)
Letter of Transmittal
4.1(a)
Liens
4.12(a)
Material Adverse Effect
10.8
Material Customer
4.18
Merger
Recitals
Merger Consideration
3.1(a)(i)
Multiemployer Plan
4.14(k)
NISPOM
4.8(k)
Minimum Condition
1.1(a)
vi
TABLE OF DEFINED TERMS
Defined Term
Section
Non-Disclosure Agreement
7.5(b)
Offer
Recitals
Offer Consideration
1.1(a)
Offer to Purchase
1.1(c)
Offer Documents
1.1(c)
Ordinary Course of Business
4.5
Outside Date
9.1(b)
Parent
Preamble
Paying Agent
3.2(a)
Permit
4.3(b)
Person
1.2(e)
Post-Signing Returns
6.3(a)
Principal Stockholders
Recitals
Proceedings
4.9
Purchaser
Preamble
Purchaser Designees
1.3(a)
Purchaser Option
7.2(a)
Purchaser Option Shares
7.2(a)
Release
4.10(b)
Representatives
6.2(a)
Run-off D&O Insurance
7.7(a)
Sarbanes-Oxley Act
4.4(a)
Schedule TO
1.1(c)
Schedule 14D-9
1.2(a)
SEC
1.1(b)
Securities Act
1.3(a)
Software
4.13(a)
Specified Time
6.2(a)
Stockholder Agreements
Recitals
Subsidiary
10.8
Superior Proposal
6.2(f)
Suspension Date
3.3(d)
Surviving Corporation
2.1
Taxes
4.11(a)
Tax Returns
4.11(a)
Termination Fee
9.3(c)
Third Party Intellectual Property
4.13(a)
Undesignated Stock
4.2(a)
Withdrawal of Recommendation
6.2(b)
vii
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 25,
2005, is by and among NORTEL NETWORKS INC., a Delaware corporation (the
"Parent"), PS MERGER SUB, INC., a Delaware corporation and a wholly owned
subsidiary of Parent (the "Purchaser"), and PEC SOLUTIONS, INC., a Delaware
corporation (the "Company").
WHEREAS, the respective Boards of Directors of Parent, Purchaser and the
Company have determined that it would be advisable and in the best interests of
their respective stockholders for Parent to acquire the Company upon the terms
and subject to the conditions set forth in this Agreement;
WHEREAS, in furtherance of such acquisition, Purchaser will make a cash
tender offer (as it may be amended from time to time as permitted under this
Agreement, the "Offer") to purchase all of the issued and outstanding