Common use of Employment and Benefit Matters Clause in Contracts

Employment and Benefit Matters. (a) For the period commencing at the Effective Time and ending on December 31, 2011, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”) at the same levels that are, in the aggregate, at least comparable to those in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if any.

Employment and Benefit Matters. (a) For From the period commencing at date of Completion through the earlier of (i) the second anniversary of the Effective Time Time, and ending on (ii) December 31, 20112021 (or, Parent agrees if shorter, the period of employment of the relevant Allergan Employee) (the “Benefits Continuation Period”), Acquirer Sub shall provide, and AbbVie shall cause Acquirer Sub to cause provide, to (i) each Allergan Employee a base salary that is no less favorable than the Surviving Corporation base salary provided to maintain base salarysuch Allergan Employee immediately prior to the Effective Time, (ii) each Allergan Employee a target annual cash bonus opportunity that is no less favorable than the target annual cash bonus opportunity provided to such Allergan Employee immediately prior to the Effective Time, (iii) an Allergan Employee who is eligible to be selected to receive an annual equity compensation opportunity (inclusive of dividend equivalent rights) as of immediately prior to the Effective Time, pursuant to the ordinary course practices of Allerganas in effect of, and disclosed to AbbVie prior to, the date hereof, shall continue to be eligible to be selected to receive an annual equity compensation opportunity, retirement benefitswith a target grant date value that is no less favorable than the target grant date value of the annual equity compensation opportunity (inclusive of dividend equivalent rights) applicable to his or her global grade level, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, as reflected in the “Seller Employees”) 2019 Long-Term Incentive Targets” schedule provided to AbbVie prior to the date hereof), and AbbVie shall make such grants at the same levels rate of participation per global grade level as disclosed to AbbVie prior to the date hereof and with the form of the equity compensation opportunity to be determined in AbbVie’s sole discretion, and (iv) to the Allergan Employees as a group, employee benefits that are, in the aggregate, at least comparable no less favorable than the employee benefits provided to those the Allergan Employees under the Allergan Benefit Plans as in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance DateEffective Time; provided, that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any defined benefit pension plan benefits, nonqualified deferred compensation, subsidized retiree health or welfare benefits, post- termination health or welfare benefits, and any deductibles paid by Seller Employees under any of Seller’s retention or its Subsidiaries’ health plans change in the plan year in which the Acceptance Date occurs control payments or awards shall not be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anytaken into account.

Employment and Benefit Matters. (a) For the period commencing at the Effective Time and ending on December 31, 2011the date that is twelve (12) months following the Closing Date, Parent agrees to cause the Surviving Corporation to maintain provide base salarysalary or standard hourly wage rate for each Company Personnel, bonus opportunityexcluding any employee covered by a collective bargaining agreement or otherwise represented by a labor organization, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed by the Surviving Corporation or any of its Affiliates after the Effective Time Closing Date (collectively, the “Seller Company Employees”) at the same levels that are, in the aggregate, at least comparable to those which is no less than his or her base salary or standard hourly wage rate as in effect for on the Closing Date, and to provide to Company Employees bonus opportunities that are no less favorable than the bonus opportunities provided to similarly situated employees of Parent and benefits that are in the aggregate no less favorable than the benefits in effect under the Company Plans on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Company Employees are entitled to participate to treat, the service of Seller Company Employees with Seller the Company or any Subsidiary of Seller the Company attributable to any period before the Effective Time Closing Date as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting vesting, vacation, paid time off, seniority rights and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation; provided, but excluding however, such service shall be excluded for purposes of benefit accrual (including minimum pension amount) and ), eligibility for early retirement under any defined benefit pension plan of Parent or Parent, eligibility for retiree welfare benefit plans plans, or as would otherwise result in a duplication of coverage or benefits; and provided further, nothing herein shall obligate Parent or Surviving Corporation to provide coverage under a defined benefit pension plan to any Company Personnel. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Company Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Company Employees participated immediately prior to the Acceptance Date, Closing Date and any deductibles paid by Seller Company Employees under any of Sellerthe Company’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Closing Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of ParentParent for such plan year. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Company Employees shall be considered to be employed by Parent the Surviving Corporation and its Affiliates “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation or their Affiliates to terminate the employment of any such Seller Company Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if any.

Employment and Benefit Matters. (a) For the period commencing at on the Effective Time Closing Date and ending on December 31the one (1) year anniversary of the Closing Date (“Benefit Period”), 2011, Parent the Purchaser agrees to maintain, or cause to be maintained, the Surviving Corporation to maintain compensation and benefit levels, including base salary, bonus opportunityannual cash incentive opportunities, retirement benefits, and health benefitsand welfare benefits (but not including any defined benefit pension, nonqualified deferred compensation, retiree or post-employment health or welfare benefits, but not any stockequity or equity-based compensation or benefits, ) for the Seller Personnel who remain employed after Company Employees during their period of employment with Purchaser or the Effective Time (collectivelyCompany Entities in the Benefit Period, the “Seller Employees”) at the same levels that which are, in the aggregate, at least comparable to no less favorable than those in effect for similarly situated employees of Parent on the date hereofCompany Employees immediately prior to the Closing. Parent shall, and The Purchaser or its subsidiaries shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller the Company Employees with Seller such Company Entity or any Subsidiary of Seller such Company Entity attributable to any period before the Effective Time Closing Date as service rendered to Parent, the Surviving Corporation Purchaser or any Subsidiary subsidiary of Parent the Purchaser for purposes of eligibility and vesting under the Purchaser’s or such Subsidiary’s vacation program, health or welfare plan(s) maintained by the Purchaser or such subsidiary of the Purchaser, and the Purchaser’s or such subsidiary’s defined contribution plans to participatethe same extent that such service was credited to such employee for the same purpose under the analogous Benefit Plan, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as except where credit would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent to the extent that any Company Employee participates in any health or other group welfare benefit plan of the Purchaser or a subsidiary of the Purchaser during the Benefit Period, (a) the Purchaser or such subsidiary of the Purchaser shall use reasonable best efforts to cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of Parent the Purchaser or such subsidiary of the Purchaser to be waived with respect to Seller the Company Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees the Company Employee participated immediately prior to the Acceptance Closing Date, and (b) use reasonable best efforts to credit any deductibles and co-pays paid by Seller Employees any such Company - 38 - Employee under any of Sellerthe Company’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Closing Date occurs shall be credited towards deductibles and co-pays for such employee under the health plans of Parent the Purchaser or any Subsidiary subsidiary of Parentthe Purchaser. Parent shallNothing contained in this Section 6.11 or any other provision of this Agreement, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement, or create any third-party beneficiary rights or obligations in any person (including any Company Employee), including with respect to (x) any right to employment or continued employment or to a particular term or condition of employment with Purchaser, the Company Entities or their respective Affiliates and (y) the ability of Parent Purchaser or any of its Affiliates (including, following the Surviving Corporation Closing Date, the Company Entities) to amend, modify, or terminate the employment of any such Seller Employee benefit or compensation plan, program, agreement or arrangement at any time. Parent will cooperate with Sellertime established, and assume all costs, in respect sponsored or maintained by any of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anythem.

Employment and Benefit Matters. (a) For the period commencing at the Effective Time and ending on December 31, 20112010, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any defined benefit plan or any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”) at the same levels that are, in the aggregate, at least comparable to no less favorable than those in effect for similarly situated employees the Seller Employees as of Parent on the date hereofof this Agreement. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller or any predecessor employers attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting vesting, PTO/vacation benefit levels and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, to the extent such service was taken into account under Seller Employee Programs immediately prior to the Effective Time, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods periods, active employment requirements or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Except as may otherwise be expressly provided under any applicable written employment agreements or arrangements with certain Seller Employees (copies of which have been made available to Parent), Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if any. As of the Effective Time, Parent shall, or Parent shall cause the Surviving Corporation to, assume from Seller all of Seller’s obligations with respect to the medical care and dependent care flexible spending accounts of Seller Employees (the “Transferred Flexible Spending Accounts”) under the cafeteria plan maintained by Seller pursuant to Section 125 of the Code, including Seller’s obligation, if any, to reimburse eligible expenses. All elections of Seller Employees with respect to the Transferred Flexible Spending Accounts shall remain in effect immediately after the Effective Time.

Employment and Benefit Matters. In the event that any employee of the Seller or its subsidiary (aa "Seller Employee") For is transferred to the period commencing at Buyer or any Affiliate of the Effective Time Buyer or becomes an employee of Buyer or an Affiliate of Buyer as a result of the transactions contemplated hereby (a "Transferred Employee"), and ending on December 31becomes a participant in an employee benefit plan, 2011program or arrangement maintained by or contributed to by the Buyer or its Affiliates, Parent agrees the Buyer shall cause such plan, program or arrangement to cause treat the Surviving Corporation prior service of such Transferred Employee with the Seller or its Affiliates as service rendered to maintain base salarythe Buyer or its Affiliate, bonus opportunityas the case may be, retirement benefitsfor purposes of eligibility to participate, health benefitsvesting and eligibility for special benefits under such plan, welfare benefitsprogram or arrangement of the Buyer, but not any stock-based benefits, for purposes of benefit accrual. The Buyer agrees to provide the Seller Personnel who remain employed after Employees and Transferred Employees with the Effective Time (collectively, types and levels of employee benefits maintained by the “Seller Employees”) at the same levels that are, in the aggregate, at least comparable to those in effect Buyer for similarly situated employees of Parent on the date hereofBuyer. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, The Buyer will treat the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits includingbenefits, but not limited to, applicability of minimum waiting periods for participation, but excluding the benefit accrual (including minimum pension amount) and eligibility for or benefit payment, early retirement subsidies, minimum pension benefits or post-retirement welfare benefits under any defined pension benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect Buyer extended to Seller Employees and their eligible dependentsor Transferred Employees. In addition, it is the intention of Buyer that, after the Closing, the benefits accorded to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior and Transferred Employees would, in the aggregate, be no less favorable than Seller's existing benefit plans. All benefits offered to the Acceptance Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health shall conform to Buyer's benefit plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shalland policies, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. except that Seller Employees shall be considered entitled to be employed the vacation benefits offered to each of them prior to the Effective Time and any automobile lease utilized by Parent “at will” any Seller Employee existing as of the date hereof, and nothing listed in Section 5.11 of the Seller Disclosure, shall be construed permitted to limit the ability of Parent or the Surviving Corporation to terminate the employment of any expire in accordance with its terms and thereafter such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed shall be entitled to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anyan automobile allowance.

Employment and Benefit Matters. (a) For the period commencing at on the Effective Time Closing Date and ending on December 31, 20112014, Parent Purchaser agrees to cause maintain the Surviving Corporation to maintain compensation and benefit levels, including base salary, bonus opportunityannual cash incentive opportunities, retirement benefits, and health benefits, and welfare benefits, but not any stock-based benefits, benefits for the Seller Personnel employees of the Company (or any of the Company’s Subsidiaries) who remain employed after the Effective Time Closing Date (collectively, the “Seller Company Employees”) at the same levels that which are, in the aggregate, at least comparable to those in effect for similarly situated employees of Parent on the date hereofCompany Employees immediately prior to the Closing. Parent shall, and shall cause the Surviving Corporation to, Purchaser will treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller the Company Employees with Seller the Company (or any Subsidiary of Seller the Company) attributable to any period before the Effective Time Closing Date as service rendered to Parent, the Surviving Corporation Purchaser or any Subsidiary of Parent Purchaser for purposes of eligibility to participateand vesting under Purchaser’s vacation program, vesting health or welfare plan(s) (other than short-term disability and for other appropriate benefits includinglife insurance plans) maintained by Purchaser, but not limited toand Purchaser’s defined contribution plans, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as except where credit would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent to the extent that any Company Employee participates in any health or other group welfare benefit plan of Purchaser following the Closing Date, (a) Purchaser shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of Parent Purchaser to be waived with respect to Seller the Company Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees the Company Employee participated immediately prior to the Acceptance Closing Date, and (b) any deductibles paid by Seller Employees any such Company Employee under any of Sellerthe Company’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Closing Date occurs shall be credited towards deductibles under the health plans of Parent Purchaser or any Subsidiary of ParentPurchaser. Parent shallThe provisions contained in this Section 6.11 are included for the sole benefit of the respective parties to this Agreement, and shall cause not create (i) any third-party beneficiary or other rights in any Company Employees, employees, or independent contractors or their respective legal representatives or beneficiaries or any other Person or (ii) any right to continued employment with the Surviving Corporation toCompany, use commercially reasonable efforts any of its Subsidiaries, or Purchaser. Nothing contained in this Section 6.11 is intended to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees be or shall be considered to be employed by Parent “at will” and nothing an amendment or adoption of any Benefit Plan, program, Contract, arrangement or policy of the Company, any of its Subsidiaries or Purchaser nor shall be construed it interfere with Purchaser’s, Company’s or any of their respective Subsidiaries’ right to limit the ability of Parent amend, suspend or the Surviving Corporation modify or terminate any Benefit Plan or to terminate the employment of any such Seller Employee at employee or service of any time. Parent will cooperate with Seller, and assume all costs, in respect independent contractor of consultation obligations and similar notice and bargaining obligations owed to the Company or its Subsidiaries for any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anyreason.

Employment and Benefit Matters. Section 13.1 CORPORATE TRUST BUSINESS. (a) For OFFERS OF EMPLOYMENT/ AUTOMATIC TRANSFER OF EMPLOYMENT. Commencing on the period commencing at the Effective Time date hereof and ending on December 31ninety (90) calendar days hereafter, 2011JPM shall provide BNY with reasonable access to each of the Corporate Trust Business Employees. On or prior to the end of such ninety-(90)-day period, Parent agrees BNY shall provide JPM with a list of those Corporate Trust Business Employees to cause whom BNY (i) will make a Comparable Job Offer for employment with BNY, with respect to those employed in the Surviving Corporation United States and any other jurisdiction where transfer does not occur by operation of Applicable Law (the "SELECTED NON-AUTOMATIC TRANSFER EMPLOYEES") or (ii) would have made a Comparable Job Offer for employment with BNY but which job offer is unnecessary due to maintain base salarythe fact that the employment of such Corporate Trust Business Employees will automatically transfer to BNY under Applicable Law (the "SELECTED AUTOMATIC TRANSFER EMPLOYEES", bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stockand collectively with the Selected Non-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectivelyAutomatic Transfer Employees, the “Seller Employees”) at the same levels that are, in the aggregate"SELECTED CORPORATE TRUST BUSINESS EMPLOYEES"). Subject to Applicable Law, at least comparable thirty (30) days (unless an earlier date is required by Applicable Law) prior to those in effect for similarly situated employees the Closing Date and effective as of Parent on the date hereof. Parent shallClosing Date, BNY shall (i) make, and shall use reasonable best efforts to cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived accepted, a Comparable Job Offer to all Selected Non-Automatic Corporate Trust Business Employees and (ii) take all action necessary under Applicable Law to effectuate the transfer of the (A) Selected Automatic Transfer Employees and (B) the Corporate Trust Business Employees who will automatically transfer to BNY under Applicable Law but who are not on the list of Selected Automatic Transfer Employees (the "NON-SELECTED AUTOMATIC TRANSFER EMPLOYEES") (unless otherwise requested by JPM with respect to Seller a particular Non-Selected Automatic Transfer Employee). A Comparable Job Offer may be conditioned upon (i) completing a standard and customary written employment application with BNY and (ii) satisfying pre-employment screening requirements, except that drug testing, fingerprinting and a criminal background check shall be considered satisfied to the extent JPM reaffirms to BNY the representation made in the last sentence of Section 6.12(a) (the "BNY JOB OFFER CONDITION"). The Selected Corporate Trust Business Employees (and their eligible dependentsany other Corporate Trust Business Employees, including the Non-Selected Automatic Transfer Employees) who, as applicable, either (i) accept BNY's offer of employment and satisfy the BNY Job Offer Condition or (ii) otherwise become employees of BNY by operation of Applicable Law are referred to herein as the "TRANSFERRED CORPORATE TRUST EMPLOYEES." BNY's employment of the Transferred Corporate Trust Employees shall be deemed to commence at 12:01 a.m. on the Closing Date, without regard to whether the Transferred Corporate Trust Employee is actively at work on the Closing Date in the case of an employee who on the Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent waived that a Corporate Trust Business Employee who has accepted BNY's job offer is not available to perform services on the Closing Date because on the Closing Date such employee is on sick leave, short or satisfied long-term disability, military leave, leave of absence under the corresponding plan in which Seller Employees participated immediately prior Family Medical Leave Act or other leave of absence approved by JPM (other than a vacation, jury duty, funeral leave or personal day), he or she shall remain an employee of JPM (except as may otherwise be provided by Applicable Law); PROVIDED that, BNY shall hire such Corporate Trust Business Employee if such Employee returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six months from the date of commencement of such leave, and, for purposes of this Agreement, such Employee shall become a Transferred Corporate Trust Employee as of the date active employment with BNY commences and, to the Acceptance extent applicable, references in this Section 13.1 to the "Closing Date" shall relate to the date active employment commences. Those Corporate Trust Business Employees who do not receive, or do not accept, a Comparable Job Offer from BNY, and any deductibles paid those Corporate Trust Business Employees whose employment does not transfer to BNY by Seller Employees under any operation of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs Applicable Law, shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall not be considered Transferred Corporate Trust Employees for any purpose of this Agreement. The parties shall comply with their respective legal obligations relating to informing and consulting with any Corporate Trust Business Employees whose employment automatically transfers to BNY under Applicable Law and/or their recognized representatives (including without limitation any works council or trades union who is entitled to be employed by Parent “at will” informed and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, consulted in respect of consultation obligations the transaction contemplated by this Agreement) and, notwithstanding anything contained herein to the contrary, the breaching party shall indemnify and similar notice and bargaining obligations owed hold the non-breaching party harmless on a dollar-for-dollar basis in respect of any Damages (including any Tax) incurred as a result of the breaching party's failure to any employees or consultants of Seller or any Subsidiary of Seller in accordance comply with all applicable Laws and bargaining agreements, if anythese obligations.

Employment and Benefit Matters. (a) For Prior to the period commencing at Closing Date, Buyer shall offer employment (to be effective as of immediately following the Effective Time and ending Closing) to each Business Employee set forth on December 31, 2011, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for Section 5.5(a)(i) of the Seller Personnel who remain employed after Disclosure Schedules (the Effective Time “Offered Business Employees”) and may offer employment (collectivelyto be effective as of immediately following the Closing) to each employee of Seller set forth on Section 5.5(a)(ii) of the Seller Disclosure Schedules (the “Offered -41- Seller Employees,” and together with the Offered Business Employees, the “Seller Offered Employees”), each such offer to be pursuant to an offer letter (each, an “Employee Offer Letter”) at the same levels in a form reasonably acceptable to Seller and provided to each such Offered Employee. Seller shall use its commercially reasonable efforts to assist Buyer in employing all Offered Business Employees as new employees of Buyer. In each Employee Offer Letter, Buyer shall offer to Offered Employees base compensation and employee benefits (other than equity or equity-based compensation and any retention, transaction or change of control bonuses) that are, are substantially comparable in the aggregate, at least comparable to those in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, aggregate to the extent waived base compensation and employee benefits (other than equity or satisfied under the corresponding plan in which equity-based compensation and any retention, transaction or change of control bonuses) provided by Seller to such Offered Employees participated immediately prior to the Acceptance Closing Date; provided, however, that Buyer shall, in its sole and absolute discretion, retain the ability at any time after Closing to modify the base compensation and employee benefits of any Hired Employee (as defined below) and nothing in this Section 5.5(a) shall require Buyer to continue to employ any Hired Employee or to maintain substantially comparable base compensation and employee benefits after Closing. Any Offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer shall be referred to, individually, as a “Hired Employee” and, collectively, as the “Hired Employees.” Upon the Closing and effective as of the Closing Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of all Hired Employees that are commencing employment with Buyer and shall release each Hired Employee from any such and all obligations to the Seller with respect to the Business, including without limitation non-competition and customer non-solicitation covenants and confidentiality obligations, pursuant to the release attached as Exhibit C hereto. Seller shall pay out to each Hired Employee any unused vacation time accrued through the Closing Date under Seller’s vacation policy at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed or prior to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anythe Closing.

Employment and Benefit Matters. (a) For Subject to the period commencing at accuracy and completeness of Seller's representation set forth in Section 5.13, for twelve (12) months following the Effective Time and ending on December 31, 2011Time, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the provide to each Seller Personnel who remain remains employed after the Effective Time (collectively, the “"Seller Employees”") at the same levels hourly wages, base salary, cash incentive opportunities, health and other welfare benefit plans, programs and arrangements (in each case excluding equity compensation and any defined benefit plan) that areare substantially comparable, in the aggregate, at least comparable to those the compensation, wages, salary, cash incentive opportunities, health and other welfare benefit plans, programs and arrangements (in effect for similarly situated employees of Parent on each case excluding equity compensation and any defined benefit plan) provided to such Seller Personnel immediately before the date hereofEffective Time. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Seller Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of all eligibility to participate, participate and vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefitspurposes. Without limiting the foregoing, Parent shall use reasonable efforts to cause the Surviving Corporation to waive any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived the Surviving Corporation with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to before the Acceptance DateTime, and any deductibles paid by Seller Employees under any of Seller’s 's or its the Seller Subsidiaries’ ' health plans in the plan year in which the Acceptance Date Effective Time occurs shall be credited towards deductibles under the health plans of Parent the Surviving Corporation or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation toCorporation. Except as provided in the Seller Compensation Arrangements or any employment agreements entered into by Seller Employees with Parent or Purchaser, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “"at will” " and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if any.

Employment and Benefit Matters. (a) For Schedule 6.6(a) sets forth, as of the period commencing at date hereof, a list of individuals employed by Seller or its Subsidiaries that are primarily engaged in the Effective Time Business (the individuals set forth on such schedule are each a “Business Employee” and ending on December 31, 2011, Parent agrees are collectively referred to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, as the “Seller Business Employees”) at together with their first date of service recognized by Seller or a Subsidiary of Seller employing the Business Employee (the “Service Date”). On or before the Closing Date, Seller shall update Schedule 6.6(a) to reflect any new hires of Business Employees (the individuals appearing on such updated schedule shall be deemed to be Business Employees for purposes of this Section 6.6), provided, however, that the number of Business Employees shall not exceed one hundred eighty (180) individuals. On or before the Closing Date, Buyer shall have the option to offer employment to each Business Employee. Such offers of employment shall be made pursuant to an offer letter to be mutually agreed to by Buyer or a Subsidiary of Buyer and each such Business Employee; provided, that the terms set out in such offers of employment shall be substantially similar to the terms which Buyer or the applicable Subsidiary of Buyer would normally offer to a new employee being hired for the same levels that are, position with similar education and experience and located in the aggregatesame geographic location. Notwithstanding the foregoing, at least comparable Buyer or the applicable Subsidiary of Buyer agree to those recognize the Service Date of each Business Employee for any benefits offered by Buyer or the applicable Subsidiary of Buyer that relate to a start date of employment. Seller shall use its commercially reasonable efforts to assist Buyer in effect for similarly situated employing as new employees of Parent on Buyer, the date hereofBusiness Employees offered employment. Parent shall, Any Business Employee who accepts Buyer’s offer of employment and commences employment with Buyer shall cause the Surviving Corporation be referred to, treatindividually, and cause as a “Transferred Employee” and, collectively, as the applicable benefit plans in which “Transferred Employees.” Seller Employees are entitled to participate to treator a Subsidiary of Seller, as the service case may be, shall terminate the employment of Seller all Transferred Employees with Seller or a Subsidiary of Seller, as the case may be, effective immediately prior to such Transferred Employees commencing employment with Buyer and Seller or a Subsidiary of Seller, as the case may be, shall pay to such Transferred Employee upon such termination all accrued wages, including all accrued bonuses and commissions. Buyer shall in no way be obligated to continue to employ any Transferred Employee for any specific period of time, except to the extent otherwise provided in any written agreement entered into by Buyer and/or any of its Subsidiaries and any Transferred Employee after the Closing. Seller or the applicable Subsidiary of Seller attributable to any period before shall at its option either retain or sever the Effective Time as service rendered to Parentremaining Business Employees that are not Transferred Employees, with the Surviving Corporation names of such Business Employees that are not Transferred Employees that Seller or any the applicable Subsidiary of Parent for purposes Seller elect to retain set out in Schedule VI. The names of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Business Employees shall be considered as set forth in Schedules IV, V and VI as completed at Closing. The parties agree that the Severance Policy shall apply to be employed by Parent “at will” all US-based Business Employees who did not receive an offer or who received an offer which was not a Comparable Offer and nothing who otherwise meet the eligibility requirements of the Severance Policy. The parties agree that those Business Employees in foreign jurisdictions who did not receive an offer or who did not receive a Comparable Offer shall be construed to limit paid the ability of Parent or minimum amount required by applicable Law. Seller and the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants applicable Subsidiaries of Seller agree that should Buyer or any a Subsidiary of Seller in accordance Buyer provide a Business Employee with all applicable Laws a Comparable Offer that is refused by such Business Employee, the Business Employee shall not meet the eligibility criteria for severance under the Severance Policy and bargaining agreements, if anyBuyer shall not be responsible for any Severance Obligation Adjustment related to such Business Employee.

Employment and Benefit Matters. (a) For the period commencing at on the Effective Time Date and ending on December 31, 20112008, the Parent agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, bonus opportunitycash-based incentive opportunities, retirement benefitsretirement, health benefits, and welfare benefits, but not any stock-based compensation or benefits, for the Seller Personnel employees of the Company who remain employed after the Effective Time (collectively, the “Seller ‘‘Company Employees”’’) at the same levels that are, in the aggregate, at least comparable to no less favorable than those in effect for similarly situated employees of Parent the Company Employees on the date hereof. Parent shall; provided, and however, subject to the foregoing, that nothing herein shall cause prevent the amendment or termination of any Company Employee Plan or interfere with the Surviving Corporation to, Corporation’s right or obligation to make such changes as are necessary to conform with Applicable Law. The Parent will treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller the Company Employees with Seller the Company or any Subsidiary of Seller the Company attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation Parent or any Subsidiary of the Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, (x) applicability of minimum waiting periods for participation, and (y) calculation of benefits under severance, sick pay, and vacation pay programs and similar plans, but excluding not otherwise for purposes of benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, the Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Parent to be waived with respect to Seller the Company Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees the Company Employee participated immediately prior to the Acceptance Effective Date, and any deductibles paid by Seller Employees Company Employee under any of Sellerthe Company’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Effective Date occurs shall be credited towards deductibles under the health plans of the Parent or any Subsidiary of the Parent. The Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to will make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees Nothing contained in this Agreement shall be considered to be employed by Parent “at will” and nothing shall be construed to limit restrict the ability of Parent or the Surviving Corporation and its Affiliates to terminate the employment of any such Seller Company Employee for any reason at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anytime following the Effective Date.

Employment and Benefit Matters. (a) All employees of the Company or its Subsidiaries as of the day immediately prior to the Closing (the “Company Employees”) shall remain employed by the Company as of the day after the Closing. For the period commencing at the Effective Time Closing and ending on December 3112 months after the Closing, 2011, Parent the Buyer agrees to cause the Surviving Corporation Company to maintain (i) base salary, hourly, and/or piece-rate wages which are no less than the base salary, hourly, and/or piece-rate wages provided by the Company or the applicable Subsidiary of the Company immediately prior to the Closing; (ii) target annual bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stockopportunities (excluding equity-based benefitscompensation and one-time or special bonuses or cash incentives), for which are no less than the Seller Personnel who remain employed after target annual bonus opportunities (excluding equity-based compensation and one-time or special bonuses or cash incentives) provided by the Effective Time Company or the applicable Subsidiary of the Company immediately prior to the Closing; and (collectively, the “Seller Employees”iii) at the same levels employee benefits that areare no less favorable, in the aggregate, at least than those provided by the Company or the applicable Subsidiary of the Company immediately prior to the Closing; and (iv) severance benefits, if applicable to the Company Employee prior to the Closing, that are comparable to those provided under the practice, plan or policy in effect for similarly situated employees of Parent on such Company Employee immediately prior to the date hereofClosing. Parent After the Closing Date, Buyer shall, and shall cause the Surviving Corporation toCompany and its Subsidiaries to (A) honor all rights to Paid Time Off, treatincluding vacation, personal and cause the applicable benefit plans in which Seller sick days, accrued but unused by Company Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance DateClosing under any benefit plan (collectively, “Paid Time Off”), and any deductibles paid by Seller (B) provide the Company Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles with a reasonable opportunity to use Paid Time Off under the health plans of Parent or any Subsidiary of ParentSurviving Company’s Paid Time Off plans. Parent shallBuyer shall honor, and shall cause the Surviving Corporation toCompany to honor, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with their terms, all applicable Laws employment agreements between the Company and bargaining agreementsits Subsidiaries on the one hand and any officer, if anydirector or employee, of the Company or such Subsidiary on the other hand, as such agreements are in effect on the day prior to the Closing Date.

Employment and Benefit Matters. (a) For From the period commencing at date of Completion through the earlier of (i) the second anniversary of the Effective Time Time, and ending on (ii) December 31, 20112021 (or, Parent agrees if shorter, the period of employment of the relevant Allergan Employee) (the “Benefits Continuation Period”), Acquirer Sub shall provide, and AbbVie shall cause Acquirer Sub to cause provide, to (i) each Allergan Employee a base salary that is no less favorable than the Surviving Corporation base salary provided to maintain base salarysuch Allergan Employee immediately prior to the Effective Time, (ii) each Allergan Employee a target annual cash bonus opportunity that is no less favorable than the target annual cash bonus opportunity provided to such Allergan Employee immediately prior to the Effective Time, (iii) an Allergan Employee who is eligible to be selected to receive an annual equity compensation opportunity (inclusive of dividend equivalent rights) as of immediately prior to the Effective Time, pursuant to the ordinary course practices of Allerganas in effect of, and disclosed to AbbVie prior to, the date hereof, shall continue to be eligible to be selected to receive an annual equity compensation opportunity, retirement benefitswith a target grant date value that is no less favorable than the target grant date value of the annual equity compensation opportunity (inclusive of dividend equivalent rights) applicable to his or her global grade level, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, as reflected in the “Seller Employees”) 2019 Long-Term Incentive Targets” schedule provided to AbbVie prior to the date hereof), and AbbVie shall make such grants at the same levels rate of participation per global grade level as disclosed to AbbVie prior to the date hereof and with the form of the equity compensation opportunity to be determined in AbbVie’s sole discretion, and (iv) to the Allergan Employees as a group, employee benefits that are, in the aggregate, at least comparable no less favorable than the employee benefits provided to those the Allergan Employees under the Allergan Benefit Plans as in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance DateEffective Time; provided, that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any defined benefit pension plan benefits, nonqualified deferred compensation, subsidized retiree health or welfare benefits, post-termination health or welfare benefits, and any deductibles paid by Seller Employees under any of Seller’s retention or its Subsidiaries’ health plans change in the plan year in which the Acceptance Date occurs control payments or awards shall not be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anytaken into account.

Employment and Benefit Matters. (a) For the period commencing at the Effective Time From and ending on December 31, 2011, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time Time, Buyer shall either continue in effect the Seller Pension Plans, Seller Benefit Plans, and Seller Other Plans or shall permit each Partner and Employee who remains employed by the Surviving Entity to participate in substitute plans maintained by Buyer for its employees provided that, (collectivelyi) with respect to the pension plan maintained by Buyer for its employees, the “Seller Employees”) at the same levels that are, such pension plan has benefits no less favorable in the aggregate, at least comparable to those in effect for similarly situated employees of Parent on aggregate than the date hereof. Parent shallSeller Pension Plan, and (ii) with respect to such other plans of Buyer other than Buyer's pension plan, such plans in the aggregate have benefits no less favorable than the benefits currently provided under the Seller Benefit Plans and Seller Other Plans. In the event that any Partner or Employee becomes a participant in an employee benefit plan, program or arrangement maintained by or contributed to by the Buyer or its affiliates (a "Transferred Employee"), Buyer shall cause such plan, program or arrangement to treat the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the prior service of Seller Employees such Transferred Employee with Seller or any the Seller Subsidiary of Seller attributable to any period before the Effective Time as service rendered to ParentBuyer or its affiliate, as the Surviving Corporation or any Subsidiary of Parent case may be, for purposes of eligibility to participate, vesting and eligibility for other appropriate special benefits includingunder such plan, program or arrangement of Buyer, but not limited to, applicability for purposes of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for or benefit payment, early retirement subsidies, minimum pension benefits or post-retirement welfare benefits under any defined pension benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent Buyer extended to Employees or Transferred Employees, and all preexisting conditions to which any such Employees or Transferred Employees are subject shall be waived with respect under the welfare plans of the Buyer and its subsidiaries. Buyer agrees to Seller provide Employees and their eligible dependents, to Transferred Employees with the extent waived or satisfied under types and levels of employee benefits maintained by Buyer for similarly situated employees of the corresponding plan in which Seller Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anyBuyer.

Employment and Benefit Matters. (a) For the period commencing at on the Effective Time Closing Date and ending on December 31the one (1) year anniversary of the Closing Date (“Benefit Period”), 2011, Parent the Purchaser agrees to maintain, or cause to be maintained, the Surviving Corporation to maintain compensation and benefit levels, including base salary, bonus opportunityannual cash incentive opportunities, retirement benefits, and health benefitsand welfare benefits (but not including any defined benefit pension, nonqualified deferred compensation, retiree or post-employment health or welfare benefits, but not any stockequity or equity-based compensation or benefits, ) for the Seller Personnel who remain employed after Company Employees during their period of employment with Purchaser or the Effective Time (collectivelyCompany Entities in the Benefit Period, the “Seller Employees”) at the same levels that which are, in the aggregate, at least comparable to no less favorable than those in effect for similarly situated employees of Parent on the date hereofCompany Employees immediately prior to the Closing. Parent shall, and The Purchaser or its subsidiaries shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller the Company Employees with Seller such Company Entity or any Subsidiary of Seller such Company Entity attributable to any period before the Effective Time Closing Date as service rendered to Parent, the Surviving Corporation Purchaser or any Subsidiary subsidiary of Parent the Purchaser for purposes of eligibility and vesting under the Purchaser’s or such Subsidiary’s vacation program, health or welfare plan(s) maintained by the Purchaser or such subsidiary of the Purchaser, and the Purchaser’s or such subsidiary’s defined contribution plans to participatethe same extent that such service was credited to such employee for the same purpose under the analogous Benefit Plan, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as except where credit would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent to the extent that any Company Employee participates in any health or other group welfare benefit plan of the Purchaser or a subsidiary of the Purchaser during the Benefit Period, (a) the Purchaser or such subsidiary of the Purchaser shall use reasonable best efforts to cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of Parent the Purchaser or such subsidiary of the Purchaser to be waived with respect to Seller the Company Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees the Company Employee participated immediately prior to the Acceptance Closing Date, and (b) use reasonable best efforts to credit any deductibles and co-pays paid by Seller Employees any such Company Employee under any of Sellerthe Company’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Closing Date occurs shall be credited towards deductibles and co-pays for such employee under the health plans of Parent the Purchaser or any Subsidiary subsidiary of Parentthe Purchaser. Parent shallNothing contained in this Section 6.11 or any other provision of this Agreement, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement, or create any third-party beneficiary rights or obligations in any person (including any Company Employee), including with respect to (x) any right to employment or continued employment or to a particular term or condition of employment with Purchaser, the Company Entities or their respective Affiliates and (y) the ability of Parent Purchaser or any of its Affiliates (including, following the Surviving Corporation Closing Date, the Company Entities) to amend, modify, or terminate the employment of any such Seller Employee benefit or compensation plan, program, agreement or arrangement at any time. Parent will cooperate with Sellertime established, and assume all costs, in respect sponsored or maintained by any of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if anythem.