Common use of Continued Employment Clause in Contracts

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination within two (2) years following a Change of Control of the Company, each as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested VDI Award shall be forfeited by you. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the Committee in accordance with the Plan, then any portion of this VDI Award will which has yet to become vested shall vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited 4. If prior to the VDI Award becoming vested in full pursuant to Section 4 hereof, you Retire from the provisions Company and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Agreement)VDI Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 4. In the event that you incur a Qualifying Termination within two years after a Change in of Control of the Company, the VDI Award will immediately vest and be paid to you based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for performance periods ending after the Change of Control as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) HoweverNotwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination that occurs within two (2) years after following a Change in of Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the reason for terminationCommittee, in its sole and absolute discretion, and any portion of this VDI Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]4. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this VDI Award, then any portion of this VDI Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 will immediately vest and will be paid based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for performance periods ending after the Change of Control as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested portion of your VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination Buyer agrees to offer within five business days of receiving Seller's final list of [*] Retained NPB Employees employment to all of the NPB Employees (determined as of a date two weeks prior to the Closing Date), up to a maximum of [*] NPB Employees less the Retained NPB Employees. "NPB Employees" means all of those individuals who, two weeks prior to the proposed Closing Date, are actively employed by Seller, any Affiliate of Seller or its Subsidiaries, as * Confidential Treatment regular (not temporary) employees and who are among those persons listed on Exhibit H on the date hereof. Seller shall provide Buyer with a proposed list of [*] NPB Employees to be retained by Seller (the "Retained NPB Employees") at least three weeks prior to the proposed Closing Date. No persons listed on the key employee list previously agreed to by the Parties shall become Retained NPB Employees without the consent of Buyer which shall not be unreasonably withheld, conditioned or delayed. A final list of [*] Retained NPB Employees shall be completed two weeks prior to the proposed Closing Date. A certain number of the Retained NPB Employees are to be included in the Digital Personnel Team pursuant to the Reseller Agreement. For the purposes of this Section 5.10(a), any person who would otherwise be an NPB Employee, but is, on the Closing Date: (i) on a leave of absence approved by Seller or on disability, provided such leave of absence is on account of death more than one year from the grant dateexpected in good faith not to exceed thirteen weeks in total, (ii) your Disability has occurred more than one year from on a leave of absence pursuant to the grant dateFamily and Medical Leave of 1993 (the "FMLA") or similar applicable non-U.S. law, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), on a leave of absence for military service or (iv) your termination is a Qualifying Termination that occurs within two years after a Change as otherwise set forth in Control Schedule 5.10(a) (collectively, "Permissible Leave of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and Absence") shall be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiariesconsidered an NPB Employee. Notwithstanding anything to the contrary contained herein, in Buyer shall not otherwise be required to offer employment to any individual who is not on the event your active payroll on the Closing Date, excluding any person on a Permissible Leave of Absence, including without limitation any person whose leave has exceeded his/her authorization or entitlement under the FMLA or similar applicable non-U.S. law or who is otherwise on leave of absence from which reinstatement is not guaranteed by law or who is on unauthorized leave of absence or whose employment has terminated or who has retired under the Seller Pension Plan, before the Closing Date. Those to whom Buyer is terminated for Cause (obligated to offer employment hereunder are hereafter referred to as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5)"Offerees."

Continued Employment. Vesting of the VDI Performance Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested Performance Award shall be forfeited by you in exchange for no additional consideration or payment. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the VDI Committee in accordance with the Plan, then any portion of this Performance Award will which has yet to become vested shall vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited 4. If prior to the Performance Award becoming vested in full pursuant to Section 4 hereof, your employment with the provisions Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Agreement)Performance Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 4. In the event that you incur a Qualifying Termination within two years after a Change in Control of the CompanyTermination, the VDI Performance Award will shall immediately vest and be paid to you based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However). Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in ControlTermination, any VDI Performance Award held less than one year from the Grant Date will [GRANT DATE] shall be forfeited regardless in exchange for no additional consideration or payment[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the reason for terminationCommittee, in its sole and absolute discretion, and any portion of this Performance Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Performance Award, then any portion of this Performance Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 shall immediately vest and shall be paid based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control, as soon as practicable following the Change of Control (provided that the Performance Award has not previously been forfeited pursuant to the provisions of this Section 5). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement Retirement eligible, you will shall forfeit the unvested portion of your right to receive any unvested VDI AwardPerformance Award in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting (a) For a period of no less than one year following the VDI Award is conditioned upon you remaining in Closing Date, Acquiror shall cause Surviving Corporation to maintain a level of salary, wages, commissions, if applicable, and benefits (other than equity based compensation) which are at least substantially equivalent to the salary, wages, commissions, if applicable, and benefits provided to their employees prior to the Closing Date by the Company or its Subsidiaries taken as a whole. This Section 6.3 shall not limit the obligation of Surviving Corporation to maintain any Employee Plan that, pursuant to an existing contract, must be maintained for a period longer than one year. No provision of this Agreement shall be construed as a guarantee of continued employment of any employee of the Company or its subsidiaries for Subsidiaries and this Agreement shall not be construed so as to prohibit the Retention Period Surviving Corporation or satisfying its Subsidiaries from having the exceptions described in this Section 5. You will forfeit your right to receive terminate the VDI Award if it has employment of any employee of the Surviving Corporation or its Subsidiaries. (b) To the extent Acquiror does not become vested prior to your termination of employment for maintain any reason unless Employee Plan after the Closing Date, (i) your termination is on account each employee of death more than one year from the grant dateCompany and its Subsidiaries shall be credited with his or her years of service with the Company and its Subsidiaries (and any predecessor entities thereof) before the Closing Date under any employee benefit plan of Acquiror and its Subsidiaries providing benefits similar to those provided under such Employee Plan to the same extent as such employee or former employee was entitled, before the Closing Date, to credit for such service under such Employee Plan; and (ii) your Disability has occurred more than one with respect to the calendar year from the grant datein which Acquiror ceases to maintain any particular Employee Plan, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined each employee shall be given credit for amounts paid under such Employee Plan for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control the terms and conditions of the Company. If your employment terminates during the Retention Periodparallel plan, but more than one year from the grant date, as a result program or arrangement of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this AgreementAcquiror.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in of Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will immediately vest and continue to become payable in accordance with its terms on the Vesting Date as described in section Section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two (2) years after following a Change in of Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of in this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in of Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Awardaward, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in of Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the such Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting From the date hereof through the Separation Date (the “Employment Period”), Employee will remain employed at-will by the Company as its Chief Financial Officer. During the Employment Period, Employee will continue to be paid Employee’s base salary at the rate in effect on the date of the VDI Award is conditioned upon you remaining in the employment this Agreement, be eligible for all employee benefit plans available to senior executives of the Company or its subsidiaries for and be eligible to vest into the Retention Period or satisfying common units of Vacasa Employee Holdings LLC (the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i“Common Units”) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined held by Employee in accordance with applicable their terms. All payments made to Employee during the Employment Period will be subject to required withholding taxes and authorized deductions. Employee reaffirms Employee’s commitment to remain in compliance with the At-Will Employment, Confidential Information, Non-Competition, Non-Solicitation and Invention Assignment Agreement between Employee and the Company personnel policiesdated December 8, 2020 (the “Confidentiality Agreement”), or (iv) your termination is a Qualifying Termination that occurs within two years after a . The Change in Control and Retention Agreement between Employee and the Company effective as of March 1, 2021 (the Company“CICR Agreement”) shall also remain in effect during the Employment Period, except that a resignation for Good Reason (as defined in the CICR Agreement) shall no longer constitute a “Qualifying Termination” under the CICR Agreement, and the CICR Agreement is hereby deemed amended to reflect the foregoing. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing terminates Employee’s employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for without Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change CICR Agreement) before the Planned Separation Date, then Employee shall be eligible for the benefits set forth in Control the successor CICR Agreement, subject to the Company does terms and conditions thereof. Employee acknowledges and agrees that a termination of Employee’s employment on the Planned Separation Date in accordance with Section 1 of this Agreement shall not assume this VDI Awardconstitute a Qualifying Termination for purposes of the CICR Agreement. Immediately following the end of the Employment Period, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5)CICR Agreement shall terminate.

Continued Employment. Vesting As of the VDI Award Closing Date, Buyer agrees to, or to cause an Affiliate of Buyer to, continue to employ as a successor employer all of the employees of the Company and the Subsidiaries (including all such employees who are on vacation, leave or other authorized absence and have rights to reinstatement in accordance with the established written policies of the Company and the Subsidiaries or applicable law on return from any vacation, leave or other authorized absence), (the “Company Employees”), other than the Excluded Employees, and, to the extent not transferred to the Company or the Subsidiaries prior to the Closing Date, shall offer employment to the Affiliate Employees that are listed on Schedule 8.2(a), other than the Excluded Employees, on terms and conditions which Buyer shall determine in its sole discretion (all such employees listed in Schedule 8.2(a) who accept Buyer’s or its Affiliate’s offers of employment and all Company Employees, in each case other than the Excluded Employees, are referred to collectively as the “Transferred Employees”); provided, however, that any Company Employee and any Affiliate Employee that is conditioned upon you remaining in on short-term disability or other leave as of the Closing Date shall not become a Transferred Employee unless and until such employee returns to active employment. Effective prior to the Closing Date, Seller shall take all necessary action to (i) transfer or cause the transfer of the employment of the Affiliate Employees to the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant dateSubsidiaries, and (ii) your Disability has occurred more than one year from transfer or cause the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control transfer of the Company. If your employment terminates during of the Retention Period, but more Excluded Employees to Seller or an Affiliate of Seller (other than one year from the grant date, as a result Company or the Subsidiaries) or terminate the employment of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such terminationExcluded Employees. Subject to applicable Law, Seller shall provide Buyer with reasonable access to the one year holding period described in this paragraphfacilities and personnel records of Seller, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, and the VDI Award will vest and continue to become payable in accordance Subsidiaries with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor respect to the Company does not assume this VDI Award, Employees and the VDI Award will immediately vest and Affiliate Employees. Access will be paid at target performance levels as soon as practicable provided by Seller upon reasonable prior notice during normal business hours. Notwithstanding any provision herein to the contrary, neither Buyer nor any of its Affiliates (including the Company and the Subsidiaries) shall be obligated to continue to employ any Transferred Employee for any specific period of time following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant Closing Date, subject to the provisions of this Section 5)applicable Law.

Continued Employment. Vesting If the Employee remains employed with the Corporation through the Effective Time, then immediately following the Effective Time, his employment shall be transferred to Parent, and he shall serve Parent as a part-time employee for the Continued Employment Period, as defined in the next sentence. The "Continued Employment Period" means the period beginning immediately following the Effective Time and ending on the second anniversary of the VDI Award Effective Time; provided, that the Employee and Parent shall each have the right to terminate the Continued Employment Period on or after the end of the 18th month after the Effective Time by giving the other written notice thereof at least 90 days before the date of termination of the Continued Employment Period. During the Continued Employment Period, the Employee shall make himself available to Parent and the Corporation for such services, relating to the integration of the Corporation into the businesses of Parent and the other Affiliated Companies, as the Chief Executive Officer of Parent shall from time to time request. Such services shall include specifically services relating to the integration of the Corporation's management team into the management structure of Parent and the other Affiliated Companies, key customer relationships, and strategic and international planning. Such services shall be performed at such times and locations as shall be mutually convenient to the Employee and Parent. In no event shall the Employee be required to perform such services for more than 20 hours per month. In consideration of such services, Parent shall pay the Employee a salary at the rate of $75,000 per year and shall reimburse the Employee for all reasonable expenses that he may incur in rendering such services, upon receipt of proper documentation thereof. It is conditioned upon you remaining expressly acknowledged and agreed that during the Continued Employment Period, the Employee shall be treated for all purposes as an employee of Parent, and shall be eligible to participate in the employment Cardinal Health Profit Sharing, Retirement and Savings Plan or any successor thereto, but shall not be entitled to receive any other compensation or employee benefits from any of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is Affiliated Companies on account of death more than one year from his service during the grant dateContinued Employment Period, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is except as a Qualifying Termination that occurs within two years after a Change in Control member of the Company. If your employment terminates during Board of Directors of Parent or as specifically provided in the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire TBA and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting As of the VDI Award is conditioned upon you remaining Closing Date, Buyer agrees to cause the Company and WHI-IPA to continue to employ all Business Employees; provided, however, that, solely for purposes of Section 8.2 of this Agreement, any employees of the Company or WHI-IPA who are on short-term or long-term disability immediately prior to the Closing Date (“Employees on Leave”) shall not be deemed to be Business Employees until such employees return to active employment, provided that each such employee returns to active employment within one (1) year following the Closing Date. Until and unless such Employees on Leave become Business Employees, Seller shall retain, and neither Buyer nor any of its Affiliates shall assume, any liabilities related to the employment of the Employees on Leave. For a period of at least one (1) year following the Closing Date, each Business Employee shall be entitled to receive while in the employment of Buyer or its Affiliates (including the Company and WHI-IPA) at least the same base salary or base wage rate as were provided to such employee by the Company or its subsidiaries for WHI-IPA immediately prior to the Retention Period or satisfying Closing Date. With respect to the exceptions described in this Section 5. You will forfeit your right period commencing on the Closing Date and ending on December 31, 2011, each Business Employee shall be eligible to receive while in the VDI Award if it has not become vested prior employment of Buyer or its Affiliates (including the Company and WHI-IPA) a cash-based target annual incentive bonus opportunity that is substantially comparable in the aggregate to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with employee by the Company or WHI-IPA immediately prior to the Closing Date, and as set forth on Schedule 5.18; provided, however, that in no event shall Buyer or any of its subsidiaries Affiliates (including the Company and WHI-IPA) be required to take into account any specific performance goals under bonus plans when determining whether such bonus opportunity is terminated on account substantially comparable. Notwithstanding any provision herein to the contrary, neither Buyer nor any of your death or your Disability, its Affiliates (including the VDI Award will vest Company and WHI-IPA) shall be obligated to continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control employ any Business Employee for any specific period of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable time following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5)Closing Date.

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in of Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will immediately vest and continue be paid to become payable in accordance with its terms on the Vesting Date you as described in section 4 soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in of Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in of Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Awardaward, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in of Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination within two (2) years following a Change of Control of the Company, each as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested VDI Award shall be forfeited by you. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the Committee in accordance with the Plan, then any portion of this VDI Award will which has yet to become vested shall vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited 48. If prior to the VDI Award becoming vested in full pursuant to Section 4 hereof, you Retire from the provisions Company and you deliver a signed non-competition agreement to the Company in a form acceptable to the Company, then any portion of this Agreement)VDI Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 4. In the event that you incur a Qualifying Termination within two years after a Change in of Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) HoweverNotwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination that occurs within two (2) years after following a Change in of Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the reason for terminationCommittee, in its sole and absolute discretion, and any portion of this VDI Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 4]9. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Award, then any portion of this Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI AwardRSUs, unless otherwise prohibited by law. Notwithstanding 5 For the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5)Senior Management Team.

Continued Employment. Vesting of the VDI Performance Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company4. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested Performance Award shall be forfeited by you in exchange for no additional consideration or payment. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the VDI Committee in accordance with the Plan, then any portion of this Performance Award will which has yet to become vested shall [vest and continue to become payable in accordance with its terms on the 1 Awards may also be payable in cash, in which case no units will be established. 2 For awards payable in cash, payment will be made “generally on the same date that other executive incentives are paid, if any.” Vesting Date as described in section 4 (provided that such award has not previously been forfeited 3.]3 If prior to the Performance Award becoming vested in full pursuant to Section 3 hereof, your employment with the provisions Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Agreement)Performance Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 3. In the event that you incur a Qualifying Termination within two years after a Change in Control of the CompanyTermination, the VDI Performance Award will shall immediately vest and be paid to you based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However). Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in ControlTermination, any VDI Performance Award held less than one year from the Grant Date will shall be forfeited regardless in exchange for no additional consideration or payment[; provided, however, in the event of your Retirement, this one year holding requirement may be waived by the reason for terminationCommittee, in its sole and absolute discretion, and any portion of this Performance Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]4. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Performance Award, then any portion of this Performance Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 shall immediately vest and shall be paid based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control, as soon as practicable following the Change of Control (provided that the Performance Award has not previously been forfeited pursuant to the provisions of this Section 4). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement Retirement eligible, you will shall forfeit the unvested portion of your right to receive any unvested VDI AwardPerformance Award in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting After Closing, Parent shall cause the Companies to continue to employ each employee of the VDI Award is conditioned upon you remaining Companies (“Company Employees”) on such terms and conditions as Parent shall determine in its sole discretion and subject to Parent’s hiring practices, and shall provide the Company Employees with benefits that are similar to similarly situated employees of Parent and its Subsidiaries, provided that if Parent, the Companies or a Subsidiary continues any Benefit Plan there shall be no duplication of benefits, and provided further that notwithstanding the foregoing, none of Parent, the Companies or any of its Subsidiaries will be required to provide retiree medical or life insurance benefits or a defined benefit pension plan benefits to any Company Employee. Nothing in this Agreement including this Section 5.11(a) shall create any new or additional right or expectation of continued employment with the Company, Parent or its Subsidiaries or otherwise modify the employment-at-will status of any individual or except as provided in the last sentence of this Section 5.11(a) require Parent or its Subsidiaries or the Companies after Closing to maintain any Benefit Plan or establish any benefit plan, policy or program. At Closing, the Companies will provide Parent with a complete list of all employees of the Companies whose employment has been terminated in the preceding 90 days prior to Closing and the reason for such termination, and in reliance on this list, Parent shall not engage in any closure, partial closure, or mass layoff with respect to the Companies within one year after the Closing, and Parent shall be responsible for, and Parent shall indemnify the Company Shareholders and the Shareholders’ Representative from and against all Claims and Losses arising under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), the Hawaii Dislocated Workers Act or any state or local law equivalent with respect to Company Employees, to the extent such Claims or Losses relate to actions taken by Parent or the Companies after the Closing. Parent shall provide, or cause the Companies to provide, severance pay in accordance with Section 5.11(a) of the Company or its subsidiaries Disclosure Schedule for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for Company Employees terminated by any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this AgreementCompanies.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting of the VDI Performance Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company4. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested Performance Award shall be forfeited by you in exchange for no additional consideration or payment. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the VDI Committee in accordance with the Plan, then any portion of this Performance Award will which has yet to become vested shall [vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited 3.]3 If prior to the Performance Award becoming vested in full pursuant to Section 3 hereof, your employment with the provisions Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Agreement)Performance Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 3. In the event that you incur a Qualifying Termination within two years after a Change in Control of the CompanyTermination, the VDI Performance Award will shall immediately vest and be paid to you based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However). Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in ControlTermination, any VDI Performance Award held less than one year from the Grant Date shall be forfeited in exchange for no additiona 1 Awards may also be payable in cash, in which case no units will be established. 2 For awards payable in cash, payment will be made “generally on the same date that other executive incentives are paid, if any.” 3 For awards payable in cash, awards shall “immediately vest and be paid to you as soon as practicable after such termination (provided that such award has not previously been forfeited regardless pursuant to the provisions of this Agreement).” l consideration or payment[; provided, however, in the reason for terminationevent of your Retirement, this one year holding requirement may be waived by the Committee, in its sole and absolute discretion, and any portion of this Performance Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]4. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Performance Award, then any portion of this Performance Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 shall immediately vest and shall be paid based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control, as soon as practicable following the Change of Control (provided that the Performance Award has not previously been forfeited pursuant to the provisions of this Section 4). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement Retirement eligible, you will shall forfeit the unvested portion of your right to receive any unvested VDI AwardPerformance Award in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. 1 Awards may also be payable in cash, in which case no units will be established. 2 For awards payable in cash, payment will be made “generally on the same date that other executive incentives are paid, if any, and in no event later than March 15 of the year following the year in which is earned.” Vesting of the VDI Performance Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or any of its subsidiaries is terminated on account terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and as determined by the Committee in accordance with the Plan, then as of the date of such termination any unvested Performance Award shall be forfeited by you in exchange for no additional consideration or payment. If your employment with the Company or any of its subsidiaries terminates during the Retention Period by reason of your death or your Disability, each as determined by the VDI Committee in accordance with the Plan, then any portion of this Performance Award will which has yet to become vested shall vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited 4.3 If prior to the Performance Award becoming vested in full pursuant to Section 4 hereof, your employment with the provisions Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Agreement)Performance Award which has yet to become vested shall continue to vest over the Retention Period and become payable in accordance with the terms hereof on the Vesting Date as described in Section 4. In the event that you incur a Qualifying Termination within two years after a Change in Control of the CompanyTermination, the VDI Performance Award will shall immediately vest and be paid to you based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However). Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in ControlTermination, any VDI Performance Award held less than one year from the Grant Date will [GRANT DATE] shall be forfeited regardless in exchange for no additional consideration or payment[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the reason for terminationCommittee, in its sole and absolute discretion, and any portion of this Performance Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]4. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Performance Award, then any portion of this Performance Award which has yet to become vested and which has not otherwise been forfeited pursuant to the provisions of this Section 4 shall immediately vest and shall be paid based on actual results for any annual performance period ending prior to the Change of Control and at target performance levels for annual performance periods ending after the Change of Control, as soon as practicable following the Change of Control (provided that the Performance Award has not previously been forfeited pursuant to the provisions of this Section 5). Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement Retirement eligible, you will shall forfeit the unvested portion of your right to receive any unvested VDI AwardPerformance Award in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).

Continued Employment. Vesting If Employee signs and does not revoke this Agreement, Amgen agrees to employ Employee from the Effective Date through the Termination Date. During this period of continued employment, Employee will no longer be Chief Financial Officer of the VDI Award is conditioned upon you remaining Company but shall serve in a non-executive capacity with the title of “Executive Vice President” reporting to the Company’s Chief Executive Officer and shall: (a) be permitted to pursue a job search; (b) perform such duties as may be assigned to Employee by the Company’s Chief Executive Officer; and (c) continue to receive the same salary and be eligible for the same benefits that Employee received and was eligible for as of the Effective Date. On Employee’s Termination Date, Amgen shall pay Employee all monies due for all earned but unpaid wages through the Termination Date and all earned, but unused vacation days Employee accrued through the Termination Date, as required by law. Employee shall not be eligible for any bonus or equity awards for services performed in 2014. Amgen reserves the right to terminate Employee’s employment before the Termination Date if Amgen reasonably determines that Employee: (i) committed an intentional act or acted with gross negligence that materially injured the business of the Company; (ii) intentionally refused or failed to follow lawful and reasonable directions of the Company’s Chief Executive Officer; (iii) engaged in gross negligence with regard to performance of Employee’s duties for the Company; or (iv) failed to follow laws, statutes, regulations, or Amgen policies applicable to the performance of Employee’s duties for the Company. Before making this determination, the Company shall provide Employee written notice of any such potential determination and a twenty (20) day period to respond and cure, if curable; provided that the Company may require a shorter response period if required to meet any legal obligations of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided determines that such award has not previously been forfeited pursuant shorter period is necessary to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with protect the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5)from material harm.

Continued Employment. Vesting (a) Each Employee of an Acquired Company immediately prior to the Closing shall continue such employment immediately following the Closing. The Buyer shall, or shall cause, for the two (2)-year period immediately following the Closing (or, if earlier, the date of employment termination of the VDI Award is conditioned upon you remaining applicable Employee), the Acquired Companies or an applicable Affiliate (including the Buyer) to employ all such Employees in positions with compensation and benefit opportunities that are for each such Employee similar and no less favorable in the employment aggregate to either the position with compensation and benefits opportunities in effect at the time of Closing or the position with compensation and benefit opportunities provided to similarly situated employees of the Company Buyer or its subsidiaries for the Retention Period or satisfying the exceptions described applicable Affiliate. Notwithstanding anything in this Section 5. You will forfeit your right Agreement to receive the VDI Award if it has not become vested prior to your termination contrary, the terms and conditions of employment for any reason unless (i) your employees covered by a Collective Bargaining Agreement shall be governed by the applicable Collective Bargaining Agreement until the expiration, modification or termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable such Collective Bargaining Agreement in accordance with its terms on or applicable Law. (b) At the Vesting Date as described in Section 4, notwithstanding such termination. Subject request of Buyer provided no later than five (5) days prior to the Closing Date, the applicable Acquired Company shall, at least one year holding period described (1) Business Day prior to the Closing Date, adopt written resolutions (or take other necessary and appropriate action) to terminate, each Acquired Company 401(k) plan and to fully vest all participants under such plan, such termination and vesting to be effective no later than the Business Day preceding the Closing Date; provided, however, that such 401(k) plan termination may be made contingent upon the Closing. The Company shall provide Buyer with an advance copy of such proposed resolutions (and any related documents) and a reasonable opportunity to comment thereon prior to adoption or execution. (c) Nothing contained in this paragraphSection 6.12, if your (i) shall be construed to establish, amend, or modify any Benefit Plan or other benefit or compensation plan, program, agreement or arrangement, or (ii) create any third-party beneficiary rights or obligations in any Person (including any Employee), including with respect to (x) any right to employment or continued employment or to a particular term or condition of employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will vest and continue to become payable in accordance with its terms on the Vesting Date as described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the an Acquired Company, Buyer or any of their respective Affiliates or (y) the VDI Award will immediately vest and be paid ability of an Acquired Company, Buyer or any of their respective Affiliates to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) Howeveramend, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Controlmodify, or terminate any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Benefit Plan or this Agreement confers other benefit or compensation plan, program, agreement or arrangement at any right time established, sponsored or maintained by any of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5)them.

Continued Employment. Vesting of (a) For the VDI Award is conditioned upon you remaining in period commencing on the employment of Transition Date and continuing through December 31, 2016 at 5 p.m. (CST) (the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies“Separation Date”), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award Executive will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company as an employee at will (and subject to Section 2(b) hereof) in the role of special advisor to the Chairman of the Board. Effective as of the Separation Date, Executive shall cease to be an employee of the Company Group and will not be eligible to receive any salary or its subsidiaries is terminated on account benefits of your death or your Disabilityemployment, except as described in this Agreement. (b) For the VDI Award will vest and period from the date hereof through the Separation Date notwithstanding the occurrence of the Transition Date (such period the “Remaining Employment Period”), Executive shall continue to become payable participate in all employee benefit plans, programs and arrangements of the Company as in effect from time to time, in accordance with its terms their terms, including (without limitation) continued vesting in outstanding equity incentive awards and participation in Company-sponsored insurance plans, it being understood and agreed that Executive shall be entitled to participate in the 2016 Executive Incentive Plan for the full year of 2016 in accordance with the bonus or incentive opportunity previously granted to him and to receive the amounts earned (if any) payable in 2017 in accordance with such plan notwithstanding the termination of his employment on the Vesting Separation Date as contemplated hereby. In addition, during the Remaining Employment Period, all the terms and conditions of the Employment Agreement (including, without limitation, Executive’s salary and other compensation and benefits) shall continue to apply, subject to the possible change in Executive’s position and the expiration of the term of Executive’s employment described in section 4 (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest Sections 1 and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions 2(a) of this Agreement.; provided that (x) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control termination of Executive’s employment without Cause or by reason of his Disability during such period, Executive shall be treated for all purposes of this Agreement (including without limitation Section 5 hereof) as if his employment had continued through the successor Separation Date and Executive shall be entitled only to the Company does benefits in this Agreement, and not assume this VDI Awardto any benefits provided in the Employment Agreement arising from such termination, (y) in the VDI Award will immediately vest event of any voluntary termination of Executive’s employment during such period (whether or not Executive alleges Good Reason) shall be treated as a termination without Good Reason under the Employment Agreement and will he shall not be paid at target performance levels as soon as practicable following the Change of Control (provided that the VDI Award has not previously been forfeited entitled to any benefits pursuant to this Agreement but the provisions covenants in Section 5 and 6 hereof shall continue in effect and Executive shall be entitled to the Non-Compete Consideration as provided in Section 5 and (z) a termination of Executive’s employment for any other reason during such period, Executive shall not be entitled to any benefits, or be subject to any obligations, pursuant to this Section 5)Agreement.

Continued Employment. Vesting of the VDI Award is conditioned upon you remaining in the employment of the Company or its subsidiaries for the Retention Period or satisfying the exceptions described in this Section 5. You will forfeit your right to receive the VDI Award if it has not become vested prior to your termination of employment for any reason unless (i) your termination is on account of death more than one year from the grant date, (ii) your Disability has occurred more than one year from the grant date, (iii) your termination is in connection with your retirement more than one year from the grant date (where retirement is determined in accordance with applicable Company personnel policies), or (iv) your termination is a Qualifying Termination that occurs within two years after a Change in Control of the Company. If your employment terminates during the Retention Period, but more than one year from the grant date, as a result of retirement (provided you retire and deliver a signed non-competition agreement in a form acceptable to the Company), the VDI Award will continue to vest over the Retention Period and continue to become payable in accordance with its terms on the Vesting Date as described in Section 4, notwithstanding such termination. Subject to the one year holding period described in this paragraph, if your employment with the Company or its subsidiaries is terminated on account of your death or your Disability, the VDI Award will immediately vest and continue be paid to become payable in accordance with its terms on the Vesting Date you as described in section 4 soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions in this Agreement). In the event that you incur a Qualifying Termination within two years after a Change in Control of the Company, the VDI Award will immediately vest and be paid to you at target performance levels as soon as practicable after such termination (provided that such award has not previously been forfeited pursuant to the provisions of this Agreement.) However, under all circumstances other than your Qualifying Termination that occurs within two years after a Change in Control, any VDI Award held less than one year from the Grant Date will be forfeited regardless of the reason for termination. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are retirement eligible, you will forfeit your right to receive any unvested VDI Award, unless otherwise prohibited by law. Notwithstanding the foregoing, if in the event of a Change in Control the successor to the Company does not assume this VDI Award, the VDI Award will immediately vest and will be paid at target performance levels as soon as practicable following the Change of in Control (provided that the VDI Award has not previously been forfeited pursuant to the provisions of this Section 5).