To: From: All Employees Eligible to Participate in the ARRIS Technology, Inc. Employee Savings Plan ARRIS Benefits Department Date: November 2017 Subject: Annual Notice of Safe Harbor Status for the 2018 Plan Year This Notice describes certain features of the ARRIS technology, Inc. and its subsidiaries and affiliates Employee Savings Plan (the Plan ) for Plan Year beginning January 1, 2018. The Plan will continue to be administered in a manner that is intended to satisfy the requirements of a safe harbor 401(k) plan within the meaning of the sections 401(k)(12) and 401(m)(10) of the Internal Revenue Code of 1986, as amended for Plan Year 2017. By qualifying as a safe harbor 401(k) plan, the Plan is deemed to satisfy IRS rules intended to assure that Plan benefits do not discriminate in favor of highly compensated employees. This Notice also provides you with legally-required information about your ability to diversify the investments in your Plan account, including with respect to the Company common stock fund, one of the Plan s available investment options. Please read this notice carefully, as it contains important information about the Plan. To obtain more general information about the Plan, you should review a copy of the Plan s Summary Plan Description ( SPD ), a copy of which was provided to you. If you need an additional copy, contact the Human Resources Department at HR@arris.com or at ARRIS, Benefits Department at Lakefield Dr., Suwanee, GA 30024, Tel.# 866-370-0733. Eligibility. An eligible employee (who is not classified as an intern or cooperative student) may participate in the Plan on the first day of any payroll period that starts on or after the first day of the month coincident with or first following the employee s employment with ARRIS Technology, Inc. or a participating affiliate (as the context requires, the Company ). An eligible employee who is classified as an intern or cooperative student may participate in the Plan on the first day of any payroll period that starts on or after the first day of the month coincident with or first following the date the employee is employed with the Company or a participating affiliate and is credited with at least 1,000 hours of service. A resident of Puerto Rico is not eligible to participate in the Plan. 3871 Lakefield Drive Suwanee, GA 30024 1
Please contact the ARRIS Technology, Inc. Benefits Department to obtain a set of Plan enrollment materials. a. Employee Contributions. Elective Deferral Contributions As an eligible participant in the Plan, you have the choice of making elective deferral contributions on either a before-tax basis (in the form of pre-tax deferrals) or an after-tax basis (in the form of Roth contributions ), from 1% to 50% of your eligible Pay each payroll period, in tenths of a percentage. For this purpose, your eligible Pay means, generally speaking, your total salary and bonus paid by the Company during a Plan year, including any before-tax contributions to be made to the Plan or a cafeteria plan or under a qualified transportation program maintained by the Company. Pay does not include reimbursements or other expense allowances (whether or not includible in gross income, and including but not limited to car allowances), cash or non-cash fringe benefits (including but not limited to contest prizes), moving expenses, welfare benefits (including but not limited to imputed income on life insurance coverage, unused and/or accrued vacation pay and severance pay), any distribution of stock, proceeds from the exercise of any stock options, stock appreciation rights, or any other stock or equity based annual incentive plan, tax equalization packages or imputed income attributed to the forgiveness of loans. See the Compensation section of the SPD for more details. If you are already a participant in the Plan, your most recent deferral election will continue to apply for the 2018 Plan year unless you change your election. See Changing the Amount of Your Contributions, below. Automatic Enrollment and Automatic Contribution Arrangement Feature The Plan also has an Automatic Enrollment and Automatic Contribution Arrangement ( ACA ) feature. This means that if you are a new employee hired on or after January 1, 2015 and you do not make an affirmative election to participate in the Plan and you do not affirmatively opt out of the Plan, you will automatically be enrolled in the Plan at a set elective deferral contribution rate of 5% of your eligible Pay per payroll period. Contributions made under the ACA feature are before-tax contributions and will begin approximately 45 days following your hire date, unless you make an affirmative election to opt out of the Plan prior to that. You may decide to do nothing and become automatically enrolled, or you may choose to contribute an amount that better meets your needs. See Changing the Amount of Your Contributions, below. Automatically enrolled participants may request a withdrawal of their automatic contributions within 90 days of the first contribution. For additional information, review the SPD and Automatic Enrollment Notice for the 2018 Plan Year. Making and Changing the Amount of Your Contributions You can opt out of the ACA feature and/or suspend or change the rate of your elective deferral contributions by calling the Participant Information Center at 1-800-854-0647 or logging on to your account at www.massmutual.com/arris. Any modifications to your contribution election initiated will be put into effect on the first payroll period administratively practicable after receiving your request for modification (normally, the payroll following the 2
week subsequent to your new election). Rules regarding the initiation or changing of a deferral election are also outlined in the SPD. Contribution Limitations For purposes of the Plan, Pay is limited to the amount determined by the IRS for the applicable Plan Year. For the 2018 calendar year, this limit is $275,000. (This limit is indexed for cost of living and may be increased by the IRS in the future.) Your total contributions (both before-tax and Roth after-tax contributions) to the Plan (and other tax-qualified savings plans in which you participate) cannot exceed, for 2018, $18,500. (This limit is indexed for cost of living adjustments and may be increased by the IRS in the future.) If you will be at least 50 years old by the end of the 2018 calendar year you may be eligible to make an additional 401(k) catch-up contribution of up to $6,000 for 2018. In addition, if you have retirement savings in a prior employer's qualified plan, you can elect to roll over eligible before-tax and after-tax amounts to the Plan by making a direct rollover contribution. b. Employer Contributions. Safe Harbor Matching Contributions For calendar year 2018, the Company will match 100% of your contributions up to 3% of your Pay and 50% of your contributions equal to the next 2% of your Pay. This is called a safe harbor matching contribution. The safe harbor matching contributions will be contributed on a per payroll period basis taking into account your total contributions and Pay for the payroll period. After the end of each Plan year, the Company will make a matching contribution to true-up the safe harbor matching contribution so that the total made on your behalf meets the percentages described above for the year. The Company reserves the right to amend the Plan during the plan year to reduce or suspend safe harbor matching contributions. If this should occur, the amendment would not be effective until at least 30 days after you have receive a supplemental notice of the change and you will have the opportunity to change your contribution election before the amendment becomes effective. Discretionary Matching Contributions The Company may also, in its sole discretion, make additional matching contributions to the Plan. Such contributions, if any, are called discretionary matching contributions. In such event, the discretionary matching contribution will not exceed 4% of your Pay. Additional Discretionary Contributions In addition to the above, other contributions that are not dependent upon your elective deferral contributions (i.e., not matching contributions) may be made to the Plan in the Company s sole discretion. If the Company exercises its discretion to make additional 3
discretionary contributions for the 2018 Plan year, you will be eligible to receive an allocation of any such additional discretionary contribution only if (i) you are an eligible employee and (ii) you are employed on last day of the Plan Year (i.e., December 31, 2018). If you are eligible for any such additional discretionary contribution, you will receive a pro rata allocation according to the ratio that your eligible Pay for the Plan year bears to the eligible Pay of all Plan participants. c. Vesting. Vesting refers to how much of your account you can take with you if you leave the Company for any reason. Vesting becomes important when you take a distribution from the Plan, because you are only eligible to receive a distribution of your vested account. You are always 100% vested in your deferral contributions (including your before-tax contributions, Roth after-tax contributions and catch-up contributions) and any rollovers you may have made. You are also 100% vested in any Company safe harbor matching contributions made on your behalf (adjusted for investment gains and losses). Certain employer contributions are subject to a vesting schedule that is based on Service (as defined in the Plan and SPD). This means that, at the time you stop working, your account balance attributable to contributions that are subject to a vesting schedule is multiplied by your vested percentage. The result, when added to the amounts that are always 100% vested as described above, is your vested interest in the Plan, which is what you will actually receive from the Plan. Your "vested percentage" in your account attributable to discretionary matching contributions and other discretionary contributions (collectively, discretionary contributions ) is determined under the following schedule. Vesting Schedule Discretionary Contributions Years of Service Percentage Less than 1 0% 1 50% 2 75% 3 100% You will always, however, be 100% vested in your discretionary contributions if you (i) are still employed on or after your normal retirement age (age 65), (ii) terminate employment on account of your death or (iii) terminate employment as a result of becoming disabled (generally defined in the Plan as a mental or physical condition that would entitle you to disability benefits under the Company s long-term disability plan). Notwithstanding the above vesting schedule, a participant, who: was covered under the Itel Corporation Employees Capital Accumulation Plan; or 4
was a former employee of ARRIS Interactive LLC or Nortel Networks or its affiliates and was hired by an participating employer under the Plan on or after August, 3, 2001, shall be 100% vested in his entire Plan account (including employer contributions), regardless of his years of Service. More details, including any vesting provisions applicable to prior Plan provisions and grandfathered vesting schedules for certain participants, can be found in the Plan s SPD. d. Loans. You may borrow from your vested account for any reason. Loans are subject to the following guidelines: When you take a loan, you are actually taking money out of your Plan account and repaying it with interest. If you take a loan, your account will be charged an origination fee of $24 and an annual loan maintenance fee of $24 per year, which is charged on a quarterly basis. These fees are subject revision from time to time. Generally, your loan must be repaid within 5 years. However, a loan used to buy or build your primary residence may extend for up to 10 years. You select the terms of your loan when you apply for it. You will repay the loan in equal installments through after-tax payroll deductions or check, which helps you rebuild your account balance for the future. You may borrow up to 50% of your vested account, subject to a maximum of (generally speaking) $50,000. You generally may not have more than 2 outstanding loans at any one time. You may pay off loans early without any penalties. Prepayments must be in an amount equal to (i) one or more of the next periodic payments and (ii) the current outstanding balance including accrued but unpaid interest. Loans become due and payable if any event of default occurs. If the loan is not repaid, it becomes a taxable distribution. To request a loan please contact the Participant Information Center at 1-800-854-0647 or log on to your account at www.massmutual.com/arris. 5
e. Withdrawals and Distributions. In general, when you terminate employment with the Company for any reason, or upon your death or disability, you are entitled to receive the distribution of your vested account balance. Distribution of the vested portion of your account will be made in a single lump sum cash payment as soon as practicable after your termination of employment with the Company.* However, if the vested portion of your account exceeds $1,000, a distribution may not be made until you attain age 65, unless you elect in writing to receive your distribution at an earlier date. *If you are a former participant in the C-COR Incorporated Retirement and Profit Sharing Plan, your account under such prior plan was invested in Parent Company stock (as described in the Investments and Diversification section below) as of December 31, 2007, and remains invested in Parent Company stock as of your distribution date, you may elect to receive the portion of your prior plan account invested in Parent Company stock in either of shares of Parent Company stock or cash. Hardship Withdrawals The Plan allows you to withdraw certain of your contributions if you have an immediate and heavy financial need where the amount of the withdrawal does not exceed such financial need (plus any taxes and penalties that you incur on the withdrawal), and the amount of the withdrawal is not reasonably available from other resources. You may take a hardship withdrawal from your vested accounts, other than amounts attributable to earnings on your elective deferral contributions (including both before-tax contributions and Roth after-tax contributions), the portion of your employer contribution account attributable to your safe harbor matching contributions and their earnings, and supplemental contributions made to satisfy nondiscrimination limits and their earnings. Immediate and heavy financial needs may include buying a principal residence, paying for your or a dependent s college education, paying for certain medical expenses, preventing eviction from or foreclosure on your principal residence, paying for burial or funeral expenses of your spouse, parent, child or dependent, or to pay certain expenses for the repair of damage to your principal residence. Plan rules require you to document that the amount you withdraw is necessary to meet your financial hardship. If you take a hardship withdrawal, your contributions to the Plan will be suspended for 6 months. For more information, read your SPD or contact the Participant Information Center at 1-800-854-0647 and speak with a representative. Regular In-Service Withdrawals After you attain age 59 1 /2, you may generally withdraw an amount up to the entire vested balance of your account. Generally, your withdrawal cannot be less than the lesser of $1,000 or the balance of you vested accounts. Notwithstanding the preceding sentence, if you are a participant with an account under the Pace Americas, LLC 401(k) Plan (the Prior Pace Plan Account ), which was merged into the Plan effective as of January 1, 2017, the minimum $1,000 withdrawal limit will not apply to withdrawals from your Prior Pace Plan Account. 6
In-Service Withdrawals during Military Leave The Plan allows you to make a withdrawal from your before-tax contributions (including catch-up contributions) and Roth after-tax contributions while you are on active military service duty for a period of more than 30 days. If you take an in-service withdrawal during your period of active military service, your contributions to the Plan will be suspended for 6 months. Grandfathered Rollover Contribution Account Withdrawals The Plan allows certain participants to make withdrawals from certain rollover contribution accounts that were grandfathered in connection with a plan merger. If you are: a participant in the Pace Americas, LLC 401(k) Plan, which merged with and into the Plan effective as of January 1, 2017; or a former participant in the C-COR Incorporated Retirement and Profit Sharing Plan, you will be entitled to make a withdrawal of part or all of your rollover contribution account (if any) attributable to such prior plan at any time. All withdrawals and distributions are subject to rules and procedures as set forth under the Plan. Additional information about withdrawals and distributions available under the Plan, including rules and procedures, can be found in the Plan s SPD. You will pay ordinary federal income tax on any distribution or withdrawal of before-tax contributions (20% will generally be withheld for taxes at the time of distribution or withdrawal), unless you roll over the amount distributed to an individual retirement account (IRA) or another employer s qualified retirement plan. (A hardship withdrawal cannot be rolled over.) Roth after-tax contributions, together with the earnings on those contributions, will be distributed from the Plan tax-free if distributed on or after the date on which you attain age 59 1/2, die, or become disabled, and if they are not distributed within the 5-year period that begins with the first year in which you made a Roth contribution. A 10% early withdrawal penalty may apply if you withdraw amounts prior to age 59 1 /2. (If you terminate employment with the Company during or after the year you attain age 55 and thereafter receive a distribution, the 10% penalty does not apply.) Be sure you understand the tax consequences of any distribution or withdrawal. You may want to consult with a tax advisor. More details, including any grandfathered distribution options for certain participants, can be found in the Plan s SPD. Please contact the Plan Administrator for more information. To request a distribution or withdrawal, contact the Retirement Information Line at 1-800-854-0647 and speak with a representative. 7
f. Investments and Diversification. You have the ability to direct the investment of your Plan account from among the various investment options available under the Plan. For more information, see your SPD and the Qualified Default Investment Notice. For general investment education regarding the investment choices provided through the Plan, or questions on diversification and retirement planning, please call Cafaro Greenleaf, the Plan s Investment Advisors, at 1-800-401-4830. The investment options include both mutual funds (which invest in a diversified portfolio of assets) and a common stock fund, which is not diversified and is invested primarily in ARRIS International plc common stock (the Parent Company common stock fund ). To make changes to your investment choices please contact the Participant Information Center at 1-800-854-0647 or log on to your account at www.massmutual.com/arris. Unless you are a senior officer of the Company or identified as an insider under the Insider Trading Policy, the Plan places no restrictions on your ability to invest, or not invest, a portion of your Plan account in the Parent Company common stock fund. Shares of stock held in the Parent Company common stock fund by senior officers must be distributed pursuant to a registration statement or in accordance with Rule 144 or another available exemption under the Securities Act of 1933, as amended. Before investing, consider the fund s investment objectives, risks, charges, and expenses. You should be aware of the importance of diversification. To attain a financially secure retirement, you should not expose your Plan account to too much risk. The following are factors you should keep in mind when deciding how to invest. Investing is generally a long-term process. Your Plan is intended to help you build funds for retirement. How long you intend to invest (that is, how close you are to retirement) will help determine how much investment risk you can afford to take. Investment risk is the chance that the value of your investment will go down. Generally speaking, investments that carry a higher risk have a better chance of earning higher returns over the long term, and investments with less risk usually have lower returns. However, if you are close to retirement age, consider having more of your investments in funds that have less risk of losing value. Although greater investment risk can usually be taken over the long term, risk tolerance varies among individuals. Some people invest in a way that s relatively safe, even though they know that they may actually earn less on their investments. Others will accept a higher level of investment risk in return for the possibility of higher rewards. Keep in mind, however, that effective long-term investing should address not only investment risk but also inflation risk - the chance that inflation will eat away at the value of your savings, leaving you without enough money to live on during retirement. To beat inflation may mean taking on a certain level of 8
investment risk - how much depends on how you feel about risk, as well as how soon you will need access to your money in the Plan. Most experts recommend that for the average investor it is wise to diversify your investments by investing in a mix of stocks, bond and short-term investments. In this regard, please note that the Plan offers a number of mutual fund options that hold a variety of diversified assets, as well as the Parent Company common stock fund, the performance of which depends solely on the performance of ARRIS International plc. By diversifying your Plan account, you can combine the growth potential of stocks, the income potential of bonds, and the potential stability of short-term instruments to pursue your personal investing goals. Diversifying helps reduce the risk of these investment options because when one company, industry, security or geographic area performs poorly over a period of time, strong performances in another may help offset any drop in performance of the investment option. Of course, diversification cannot assure a profit or guarantee against loss. The Plan offers you a choice of various options with different objectives and levels of risk to give you the effective opportunity to diversify. Plan Amendment and Termination. The Company retains the right to amend the Plan, including the right to terminate the Plan and discontinue all contributions (including the safe harbor matching contributions) under the Plan. Termination of the Plan will not affect your right to receive any contributions to the Plan as of the effective date of the termination. Legal Requirements. This Notice is being issued to you in compliance with federal law. If you have any questions about this notice, please contact the ARRIS Technology, Inc. Human Resources Department at HR1 Stop, 3871 Lakefield Dr., Suwanee, GA 30024, Tel.# 866-370-0733. This notice is only a brief summary of some features of the Plan. You will receive a separate Qualified Default Investment Notice and Automatic Enrollment Notice for the 2018 Plan Year. You should review these additional notices for additional information. More complete information can be found in the SPD for the Plan, or in the Plan document itself. The terms of the Plan document govern in the event of any conflict between it and this Notice. Additional Information. You should consult the Plan document and SPD for a complete explanation of the Plan s features and for information regarding your rights under the Plan. You may also view and/or obtain a copy of the SPD by contacting Human Resources Department at HR1 Stop, 3871 Lakefield Dr., Suwanee, GA 30024, Tel.# 866-370-0733. You can also obtain additional information about the Plan by contacting the Plan Administrator. 9
The Benefit Administration Committee of the Company serves as the Plan Administrator and may be contacted at: Benefit Administration Committee c/o ARRIS Technology, Inc. 3871 Lakefield Drive Suwanee, Georgia 30024 (678) 473-2000 This Notice is not intended to, nor should you construe it as, modifying any aspect of the current Plan document or SPD. RS-NR999 29767096v1 10