Common use of Employment and Benefit Matters Clause in Contracts

Employment and Benefit Matters. (a) From the date of Completion through the first anniversary of the Effective Time (or, if shorter, the period of employment of the relevant Continuing Employee) (the “Benefits Continuation Period”), Parent shall provide or shall cause Acquirer Sub to provide, to (i) each Continuing Employee a base salary or hourly rate that is no less favorable than the base salary or hourly rate provided to such Continuing Employee immediately prior to the Effective Time, (ii) each Continuing Employee target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities (as applicable) that are no less favorable than the target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) to the Continuing Employees as a group, employee benefits that are, in the aggregate, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiaries; provided that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, retiree health or welfare benefits, post-termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account. (b) In addition, Acquirer Sub shall provide, and Parent shall cause Acquirer Sub to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar benefits that are no less favorable than the severance, termination and similar benefits to which such Continuing Employee would have been entitled upon such a termination of employment under any Employee Plan that is a severance plan, policy, program, agreement or arrangement and set out on Section 7.4(b) of the Company Disclosure Schedule (collectively, the “Severance Arrangements”) and in which such Continuing Employee was eligible to participate as of immediately prior to the Effective Time. For purposes of determining compliance with this Section 7.4(b), only the existing terms of the Severance Arrangements will be taken into account, and any modifications to the Severance Arrangements that are effective after the date of this Agreement but prior to the Effective Time (and are made without Parent’s advance written consent) will be disregarded. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Parent or any Affiliate providing benefits to any Continuing Employees following the Effective Time (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with the Company Group and its predecessors before the Effective Time, to the same extent and for the same purpose as such Continuing Employee was entitled, before the Effective Time, to credit for such service under the corresponding Employee Plan in which the Continuing Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to (i) any defined benefit pension plan or any retiree or post-termination health or welfare benefits, (ii) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iii) any cash- or equity-based compensation arrangements, or (iv) to the extent that its application would result in a duplication of benefits or compensation with respect to the same period of service, and provided, further, that such service shall only be credited to the extent service with Parent is credited for similarly situated employees of the Parent Group under the New Plans. In addition, and without limiting the generality of the foregoing, (A) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Employee Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Parent shall use its reasonable best efforts to (1) cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans, and (2) to the extent not prohibited by the terms, or by any third party administrator, of any New Plan that is a fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or any Affiliate, credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of the Company prior to the Completion during the plan year in which the Completion occurs for the purpose of determining the extent to which such Continuing Employee has satisfied the deductible, co-payments or maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for such plan year under any New Plan that is a medical, dental, pharmaceutical or vision benefit plan of Parent or its Affiliates, as if such amounts had been paid in accordance with such plan (to the extent such credit would have been given under comparable Old Plans prior to the Completion). (d) Prior to the Effective Time, if requested by Parent in writing, the Company shall cause any United States Tax-qualified defined contribution plan (collectively, the “Company 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. Upon the distribution of the assets in the accounts under the Company 401(k) Plan to the participants, Parent shall permit the Continuing Employees who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in the form of cash, from the Company 401(k) Plan to the applicable tax-qualified defined contribution plans of Parent or its Subsidiaries. (e) Except as permitted pursuant to Section 10.1, prior to making any broad-based communications (written or oral) to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith. (f) Nothing contained in this Section 7.4 (whether express or implied) shall (i) create or confer any rights, remedies or claims upon any employee of the Company or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement for any Company Employee or any other Person, (ii) be considered or deemed to establish, amend, or modify any Employee Plan or any other benefit or compensation plan, program, policy, agreement, arrangement, or Contract, (iii) prohibit or limit the ability of Parent or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement, or contract at any time assumed, established, sponsored or maintained by any of them or (iv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.

Employment and Benefit Matters. (a) From the date For a period of Completion through the first anniversary of one year following the Effective Time (orTime, if shorterHoldco shall provide, the period of employment of the relevant Continuing Employee) (the “Benefits Continuation Period”), Parent shall provide or shall cause Acquirer Sub to providebe provided, to each Xxxxxx Employee (i) base compensation and target annual cash bonus (as a percentage of base compensation) that, in each Continuing Employee a base salary or hourly rate that case, is no less favorable favourable than the base salary or hourly rate was provided to such Continuing Xxxxxx Employee immediately before the Effective Time, and (ii) other compensation opportunities and benefits (excluding severance benefits) that are substantially comparable, in the aggregate, either (A) to those generally made available to similarly situated Xxxxx employees under Holdco’s and Xxxxx’x compensation and benefit plans and programs, or (B) to those provided to such Xxxxxx Employee immediately prior to the Effective Time, (ii) each Continuing as determined by Holdco in its reasonable discretion. Further, and notwithstanding any other provision of this Agreement to the contrary, Holdco shall provide any Xxxxxx Employee target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or whose employment terminates during the one-time award opportunities) and commissions opportunities (as applicable) that are no less favorable than the target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities provided to such Continuing Employee immediately prior to year period following the Effective Time, and (iii) to the Continuing Employees as a group, employee benefits that are, in the aggregate, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiaries; provided that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, retiree health or welfare benefits, post-termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account. (b) In addition, Acquirer Sub shall provide, and Parent shall cause Acquirer Sub to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar Time with severance benefits that are no less favorable favourable than the severance, termination and similar severance benefits to which such Continuing Xxxxxx Employee would have been entitled upon such a termination of employment under any Employee the applicable Xxxxxx Benefit Plan that is a severance plan, policy, program, agreement or arrangement and set out on Section 7.4(b) of the Company Disclosure Schedule (collectively, the “Severance Arrangements”) and in which such Continuing Employee was eligible to participate as of immediately prior to the Effective Time. For purposes of determining compliance with this Section 7.4(b), only the existing terms of the Severance Arrangements will be taken into account, Time and any modifications to the Severance Arrangements that are effective after the date of this Agreement but prior to during such one-year period following the Effective Time severance benefits shall be determined without taking into account any reductions after the Effective Time in base compensation or target annual cash bonus (as a percentage of base compensation). Notwithstanding any other provision of this Agreement, Holdco shall observe the provisions and are made without Parent’s advance written consent) will be disregardedobligations of any extant collective bargaining agreements, and applicable Law pertaining thereto, that govern the employment of any Xxxxxx Employees. (cb) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Parent or any Affiliate Holdco and Xxxxx providing benefits to any Continuing Xxxxxx Employees following after the Effective Time (the “New Plans”), each Continuing Xxxxxx Employee shall be credited with his or her years of service with the Company Xxxxxx Group and its predecessors before the Effective Time, to the same extent and for the same purpose as such Continuing Xxxxxx Employee was entitled, before the Effective Time, to credit for such service under the corresponding Employee any similar Xxxxxx Benefit Plan in which the Continuing such Xxxxxx Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to (i) benefit accrual under any defined benefit pension plan or any retiree or post-termination health or welfare benefits, (ii) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iii) any cash- or equity-based compensation arrangements, or (iv) to the extent that its application would result in a duplication of benefits or compensation with respect to the same period of service, and provided, further, that such service shall only be credited to the extent service with Parent is credited for similarly situated employees of the Parent Group under the New Plans. In addition, and without limiting the generality of the foregoing, (A) each Continuing Xxxxxx Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Employee a Xxxxxx Benefit Plan in which such Continuing Xxxxxx Employee had already satisfied any such waiting period and participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or and/or vision benefits to any Continuing Xxxxxx Employee, Parent Holdco shall use its reasonable best efforts endeavours to cause (1) cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependentsdependents (but, with respect to Xxxxx’x long-term disability plans, only to the extent such pre-existing conditions are waived for Xxxxx employees), unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans; provided, however, that if, as of the Effective Time, a Xxxxxx Employee is on long-term disability under a Xxxxxx long-term disability plan and the Xxxxx long-term disability plan would not cover such long-term disability, Holdco and Xxxxx shall maintain the Xxxxxx long-term disability plan with respect to such individual, and (2) to the extent not prohibited by the terms, or by any third party administrator, of any New Plan that is a fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or any Affiliate, credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket eligible expenses incurred by such Continuing Employee employee and his or her covered dependents under during the medical, dental, pharmaceutical or vision benefit plans portion of the Company prior to the Completion during the plan year of the Old Plan ending on the date such employee’s participation in which the Completion occurs corresponding New Plan begins to be taken into account under such New Plan for the purpose purposes of determining the extent to which such Continuing Employee has satisfied the satisfying all deductible, co-payments or coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee employee and his or her covered dependents for such the applicable plan year under any New Plan that is a medical, dental, pharmaceutical or vision benefit plan of Parent or its Affiliates, as if such amounts had been paid in accordance with such plan New Plan. (to c) Holdco and Xxxxx hereby acknowledges that a “change of control” (or similar phrase) within the extent such credit would have been given under comparable Old meaning of those Xxxxxx Benefit Plans set forth in Section 7.4(c) of the Xxxxxx Disclosure Schedule will occur at or prior to the Completion)Effective Time, as applicable. (d) Prior Xxxxx will cooperate with Xxxxxx in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Xxxxxx or any Subsidiary of Xxxxxx in accordance with all applicable Laws and bargaining agreements, if any. (e) Without limiting the provisions of Section 7.4(a) hereof: (i) In the event that the Effective Time has not occurred by December 31, 2012, Xxxxxx shall have the right to pay, on or after January 1, 2013 and prior to the Effective Time, if requested by Parent to each employee of the Xxxxxx Group who participates in writingan annual bonus or incentive plan in respect of calendar year 2012 (each, the Company shall cause any United States Tax-qualified defined contribution plan a “2012 Bonus Plan Participant”), an annual cash bonus in respect of fiscal year 2012 (collectively, collectively the “Company 401(k) Plan2012 Bonuses”) based on actual performance (subject to be terminated effective immediately prior to reduction based on the Effective Time. recommendation of the Chief Executive Officer of Xxxxxx as of the date of this Agreement or his designee). (ii) In the event that Parent requests that the Company 401(k) Plan be terminatedEffective Time occurs prior to such time as Xxxxxx has paid 2012 Bonuses, Holdco shall pay, on or prior to March 15, 2013, the Company shall provide Parent with evidence that such 2012 Bonuses based on actual performance as of December 31, 2012 (or, if not practicable, based on actual performance as of the Effective Time extrapolated through December 31, 2012) to each 2012 Bonus Plan Participant who is employed by the Xxxxxx Group on the earlier of December 31, 2012 and the Effective Time and whose employment has not been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. Upon the distribution of the assets in the accounts under the Company 401(k) Plan for cause prior to the participants, Parent shall permit the Continuing Employees who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in the form of cash, from the Company 401(k) Plan to the applicable tax-qualified defined contribution plans of Parent or its Subsidiaries. (e) Except as permitted pursuant to Section 10.1, prior to making any broad-based communications (written or oral) to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faithpayment date. (f) As of the Effective Time, Xxxxx hereby expressly assumes the MCAs set forth in Section 6.1(i)(v) of the Xxxxxx Disclosure Schedule. (g) Nothing contained in this Section Agreement shall confer upon any Xxxxxx Employee any right to continue in the employ or service of Xxxxx or any Affiliate of Xxxxx, or shall interfere with or restrict in any way the rights of Xxxxx or any affiliate of Xxxxx, which rights are hereby expressly reserved, to discharge or terminate the services of any Xxxxxx Employee at any time for any reason whatsoever, with or without cause. Notwithstanding any provision in this Agreement to the contrary, nothing in this Clause 7.4 (whether express or implied) shall (ix) be deemed or construed to be an amendment or other modification of any Xxxxxx Benefit Plan or employee benefit plan of Xxxxx, or (y) create any third party rights in any current or confer any rightsformer service provider of Xxxxx, remedies or claims upon any employee of the Company Xxxxxx or any of its Affiliates their respective affiliates (or any right of employment beneficiaries or engagement or continued employment or engagement or any particular term or condition of employment or engagement for any Company Employee or any other Person, (ii) be considered or deemed to establish, amend, or modify any Employee Plan or any other benefit or compensation plan, program, policy, agreement, arrangement, or Contract, (iii) prohibit or limit the ability of Parent or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement, or contract at any time assumed, established, sponsored or maintained by any of them or (iv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Partiesdependents thereof).

Employment and Benefit Matters. (a) From Schedule 6.4(a) sets forth, as of the date hereof, a list of individuals employed by the Company and/or Seller Subsidiaries that are primarily engaged in the Business (the individuals set forth on such schedule are each a “Business Employee” and are collectively referred to as the “Business Employees”) showing for each such Business Employee the following information: (i) name, (ii) position, (iii) rate of compensation and any incentive compensation arrangements, bonuses, commissions, severance arrangements or fringe or other benefits, whether payable in cash or in kind, (iv) the date of Completion through hire, (v) visa status and (vi) whether such individual is on leave relating to work-related injuries and/or receiving disability benefits under any Plan. On or immediately after the first anniversary Closing Date, the Company shall update Schedule 6.4(a) to reflect any new hires, terminations or departures of Business Employees (and the individuals appearing on such updated schedule shall be deemed to be Business Employees for purposes of this Section 6.4). On or before the Closing Date and except as indicated otherwise on Schedule 6.4, Buyer shall offer employment to each Business Employee, such offer to be pursuant to an offer letter on Buyer’s standard form and conditioned on the occurrence of the Effective Time Closing and on such employees satisfying normal employment conditions of Buyer; provided that such offers of employment shall be with respect to base salary and cash bonus eligibility measured immediately following the Closing that, in the aggregate, are substantially similar to those in effect immediately prior to the Closing and the start date for each Business Employee shall be on the Closing Date (orthe “Offers”). The Company and Seller Subsidiaries shall use their commercially reasonable efforts to assist Buyer in employing as new employees of Buyer, if shorterall Business Employees. Any Business Employee who accepts Buyer’s offer of employment and commences employment with Buyer shall be referred to, individually, as a “Transferred Employee” and, collectively, as the “Transferred Employees.” Seller Subsidiaries shall terminate the employment of all Transferred Employees with Seller Subsidiaries effective immediately prior to such Transferred Employees commencing employment with Buyer. 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 Subsidiary thereof and any Transferred Employee after the Closing. (b) From and after the Closing, each Transferred Employee will become eligible to participate in Buyer’s standard existing employee benefits provided to similarly situated Buyer employees such Transferred Employee immediately prior to the Closing. Buyer shall treat, and shall cause its applicable benefit plans to treat, the period of employment of the Transferred Employees with Seller Subsidiaries attributable to any period before the Closing as employment rendered to Buyer for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant Continuing Employee(including vacation accrued) (but excluding benefit accrual under any defined benefit plan of Buyer or vesting of equity compensation except where doing so would cause duplication of benefits. Without limiting the “Benefits Continuation Period”)foregoing, Parent Buyer shall provide use commercially reasonable efforts to cause any pre-existing conditions or shall cause Acquirer Sub limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Buyer to providebe waived with respect to the Transferred Employees and their eligible dependents, to (i) each Continuing Employee a base salary or hourly rate that is no less favorable than the base salary or hourly rate provided to such Continuing Employee extent waived under the plan maintained by Seller Subsidiaries in which the Transferred Employees participated immediately prior to the Effective Time, (ii) each Continuing Employee target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities (as applicable) that are no less favorable than the target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) to the Continuing Employees as a group, employee benefits that are, in the aggregate, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiaries; provided that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, retiree health or welfare benefits, post-termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account. (b) In addition, Acquirer Sub shall provide, and Parent shall cause Acquirer Sub to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar benefits that are no less favorable than the severance, termination and similar benefits to which such Continuing Employee would have been entitled upon such a termination of employment under any Employee Plan that is a severance plan, policy, program, agreement or arrangement and set out on Section 7.4(b) of the Company Disclosure Schedule (collectively, the “Severance Arrangements”) and in which such Continuing Employee was eligible to participate as of immediately prior to the Effective Time. For purposes of determining compliance with this Section 7.4(b), only the existing terms of the Severance Arrangements will be taken into account, and any modifications to the Severance Arrangements that are effective after the date of this Agreement but prior to the Effective Time (and are made without Parent’s advance written consent) will be disregardedClosing Date. (c) For purposes Seller Subsidiaries shall be liable for the administration and payment of vesting, eligibility all workers’ compensation and health and welfare Liabilities and benefits (including Liabilities arising out of the termination of employment of any Business Employee) with respect to participate any Transferred Employees to the extent resulting from claims arising prior to the Closing Date. Buyer shall be liable for the administration and determining level provision of benefits under the employee benefit plans Consolidated Omnibus Budget Reconciliation Act of Parent or any Affiliate providing benefits to any Continuing Employees following the Effective Time 1985 (the “New PlansCOBRA”), each Continuing Employee shall be credited with his or her years of service with the Company Group and its predecessors before the Effective Time, to the same extent and for the same purpose as such Continuing Employee was entitled, before the Effective Time, to credit for such service under the corresponding Employee Plan in which the Continuing Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply ) with respect to (i) any defined benefit pension plan or any retiree or post-termination health or welfare benefits, (ii) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iii) any cash- or equity-based compensation arrangements, or (iv) Business Employees and/or Transferred Employees to the extent that its application would result in a duplication of resulting from claims arising on and after the Closing Date (including such COBRA related benefits or compensation with respect to the same period of service, and provided, further, that such service shall only be credited to the extent service with Parent is credited for similarly situated employees arising out of the Parent Group under the New Planstermination of employment of any Business Employee). In addition, and without limiting the generality of the foregoing, (A) each Continuing Employee The Seller Parties shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Employee Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Effective Time responsible for fifty percent (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Parent shall use its reasonable best efforts to (1) cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans, and (2) to the extent not prohibited by the terms, or by any third party administrator, of any New Plan that is a fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or any Affiliate, credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of the Company prior to the Completion during the plan year in which the Completion occurs for the purpose of determining the extent to which such Continuing Employee has satisfied the deductible, co-payments or maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for such plan year under any New Plan that is a medical, dental, pharmaceutical or vision benefit plan of Parent or its Affiliates, as if such amounts had been paid in accordance with such plan (to the extent such credit would have been given under comparable Old Plans prior to the Completion). (d) Prior to the Effective Time, if requested by Parent in writing, the Company shall cause any United States Tax-qualified defined contribution plan (collectively, the “Company 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. Upon the distribution of the assets in the accounts under the Company 401(k) Plan to the participants, Parent shall permit the Continuing Employees who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(3150%) of the Code)costs of any such COBRA benefits required to be paid by Buyer (including, without limitation, administrative costs) as a result of the preceding sentence. For purposes of the preceding sentence, claims shall be considered incurred on the date when medical/dental services are rendered or medical/dental supplies provided, and not when the condition arose or the course of treatment began. It is anticipated that no notice obligations shall arise under the Worker Adjustment Retraining Notification Act (“WARN”) since it is expected that fewer than fifty employees at a single site of employment will suffer an “employment loss” as defined by WARN given the Offers to the Business Employees. Nevertheless, in the form event Buyer and/or the Seller Parties are required to defend against an action alleging a WARN violation as a result of cash, from the Company 401(k) Plan to the applicable tax-qualified defined contribution plans of Parent or its Subsidiaries. (e) Except as permitted pursuant to Section 10.1, prior to making any broad-based communications (written or oral) to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by employment losses suffered in connection with the transactions contemplated by this Agreement, as between Buyer and the Seller Parties, Buyer accepts responsibility for any Loss under WARN arising from its termination of Transferred Employees and, provided that Buyer makes the Offers to the Business Employees except as indicated otherwise on Schedule 6.4, the Seller Parties accept responsibility for any Loss under WARN arising out of terminations of any Business Employees (other than the Transferred Employees) by the Seller Parties. (d) Buyer shall perform all of its obligations under COBRA with respect to Transferred Employees that become covered by any group health insurance plan of Buyer. The Company and the Seller Subsidiaries and the group medical plan sponsored by the Company or Seller Subsidiaries shall be responsible for COBRA continuation coverage with respect to any qualifying event that occurs prior to the Closing Date. (e) Buyer or Parent, as applicable, shall provide Parent with a copy credit to each Transferred Employees for up to eighty (80) hours of vacation time and paid time off that the respective Transferred Employee accrued pursuant to the policies of the intended communicationCompany or Seller Subsidiary but did not forfeit or use prior to the Closing Date, Parent shall have a reasonable period of time to review and comment as set forth on the communication, and the Company shall consider any such comments in good faithSchedule 6.4(a). (f) Nothing contained As soon as practicable following the Closing Date, and subject to the approval of the Compensation Committee of the Board of Directors of Parent, Parent shall grant (i) options to purchase shares of Parent Common Stock and shares of restricted Parent Common Stock under its 2010 Equity Incentive Plan (the “2010 Plan”) in the amounts and to the individuals set forth on Schedule 6.4(f) or as otherwise mutually agreed by Buyer and the Company and (ii) 600,000 shares of restricted Parent Common Stock under the 2010 Plan in the amounts and to the individuals set forth on Schedule 6.4(f) or as otherwise mutually agreed by Buyer and the Company. The shares of Parent Common Stock issuable upon exercise of the options and the shares of restricted Parent Common Stock granted in accordance with this Section 6.4(f) shall be registered on Buyer’s registration statement on Form S-8 filed with the SEC on August 17, 2010. The exercise price for such options shall be the closing price of Parent Common Stock on NASDAQ on the date of grant and such stock options shall vest with respect to 5% of the shares subject to the stock option on the first day of each calendar quarter immediately following the grant date for 15 consecutive quarters and, with respect to the remaining 25% of the shares subject to the stock option, on the first day of the following calendar quarter, subject to continued services through each applicable vesting date. The stock options granted in accordance with this Section 6.4(f) shall be governed by the terms and conditions of the 2010 Plan and the standard form of stock option agreement under the 2010 Plan. The restricted Parent Common Stock granted in accordance with this Section 6.4(f) shall be governed by the terms and conditions of the 2010 Plan and the standard form of restricted stock agreement under the 2010 Plan or such other agreement approved by Parent. Except as expressly set forth in this Section 7.4 6.4 with respect to Transferred Employees, Buyer shall have no obligation or Liability with respect to any Business Employee (whether express including any beneficiary or implieddependent thereof) shall (i) create or confer any rights, remedies or claims upon any employee of and the Company or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement Seller Subsidiaries, as applicable, are and shall remain responsible for any Company obligation or Liability, whether contractual or statutory, arising out of the Company’s or Seller Subsidiaries’ employment of or termination of Business Employees. Nothing in this Agreement confers upon any Business Employee or any other Person, (ii) be considered or deemed to establish, amend, or modify any Transferred Employee Plan or any other benefit or compensation plan, program, policy, agreement, arrangement, or Contract, (iii) prohibit or limit the ability of Parent or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement, or contract at any time assumed, established, sponsored or maintained by any of them or (iv) confer any rights or benefits (including remedies of any third-party beneficiary rights) on any Person other than the Partiesnature or kind whatsoever under or by reason of this Section 6.4.

Employment and Benefit Matters. (a) From the date of Completion through the first earlier of (i) the second anniversary of the Effective Time Time, and (ii) December 31, 2021 (or, if shorter, the period of employment of the relevant Continuing Allergan Employee) (the “Benefits Continuation Period”), Parent Acquirer Sub shall provide or provide, and AbbVie shall cause Acquirer Sub to provide, to (i) each Continuing Allergan Employee a base salary or hourly rate that is no less favorable than the base salary or hourly rate provided to such Continuing Allergan Employee immediately prior to the Effective Time, (ii) each Continuing Allergan Employee a target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities (as applicable) bonus opportunity that are is no less favorable than the target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities bonus opportunity provided to such Continuing Allergan Employee immediately prior to the Effective Time, and (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 Continuing 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, with 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, as reflected in the “2019 Long-Term Incentive Targets” schedule provided to AbbVie prior to the date hereof), and AbbVie shall make such grants at the same 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, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiariesthe Allergan Employees under the Allergan Benefit Plans as in effect immediately prior to the Effective Time; provided provided, that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, subsidized retiree health or welfare benefits, post-post- termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account. (b) In addition, Acquirer Sub shall provide, and Parent AbbVie shall cause Acquirer Sub to provide, to each Continuing Allergan Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar severance benefits that are no less favorable than the severance, termination and similar severance benefits to which such Continuing Allergan Employee would have been entitled upon such a termination of employment under any Employee Allergan Benefit Plan that is a severance plan, policy, program, agreement or arrangement and set out forth on Section 7.4(b) of the Company Allergan Disclosure Schedule (collectively, the “Severance Arrangements”) and in which such Continuing Allergan Employee was eligible to participate as of immediately prior to the Effective Time, but only to the extent such Severance Arrangements are set forth on Section 7.4(b) of the Allergan Disclosure Schedule and were furnished to the Buyer prior to the date hereof. For purposes of determining compliance with this Section 7.4(b), only the existing terms of the Severance Arrangements will be taken into account, and any modifications to the Severance Arrangements that are effective after the date of this Agreement hereof but prior to the Effective Time (and are made without ParentAbbVie’s advance written consent) will be disregarded. Notwithstanding anything to the contrary in the foregoing, for each Allergan Employee who is eligible to participate in the Severance Arrangements marked with an asterisk (*) on Section 7.4(b) of the Allergan Disclosure Schedule as of immediately prior to the Effective Time, the protected period under this Section 7.4(b) shall apply to a termination of employment that occurs during the two-year period immediately following the Effective Time. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Parent or any Affiliate AbbVie providing benefits to any Continuing Allergan Employees following the Effective Time (the “New Plans”), each Continuing Allergan Employee shall be credited with his or her years of service with the Company Allergan Group and its predecessors before the Effective Time, to the same extent and for the same purpose as such Continuing Allergan Employee was entitled, before the Effective Time, to credit for such service under the corresponding Employee Allergan Benefit Plan in which the Continuing such Allergan Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to (iA) any defined benefit pension plan or any retiree or post-termination health or welfare benefits, (iiB) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iiiC) any cash- or equity-based compensation arrangements, or (ivE) to the extent that its application would result in a duplication of benefits or compensation with respect to the same period of service, and provided, further, provided further that such service shall only be credited to the extent service with Parent AbbVie is credited for similarly situated employees of the Parent AbbVie Group under the New Plans. In addition, and without limiting the generality of the foregoing, (A) each Continuing Allergan Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Employee Allergan Benefit Plan in which such Continuing Allergan Employee had already satisfied any such waiting period and participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or and/or vision benefits to any Continuing Allergan Employee, Parent AbbVie shall use its reasonable best efforts to cause (1) cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans, and (2) to the extent not prohibited by the terms, or by any third party administrator, of any New Plan that is a fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or any Affiliate, credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket eligible expenses incurred by such Continuing Employee employee and his or her covered dependents under during the medical, dental, pharmaceutical or vision benefit plans portion of the Company prior to the Completion during the plan year of the Old Plan ending on the date such employee’s participation in which the Completion occurs corresponding New Plan begins to be taken into account under such New Plan for the purpose purposes of determining the extent to which such Continuing Employee has satisfied the satisfying all deductible, co-payments or coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee employee and his or her covered dependents for such the applicable plan year under any New Plan that is a medical, dental, pharmaceutical or vision benefit plan of Parent or its Affiliates, as if such amounts had been paid in accordance with such plan (to the extent such credit would have been given under comparable Old Plans prior to the Completion)New Plan. (d) Prior AbbVie hereby acknowledges that a “change of control” (or similar phrase) within the meaning of any Allergan Benefit Plan will occur at or prior to the Effective Time, as applicable. (e) AbbVie and Allergan shall cooperate in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Allergan or any Subsidiary of Allergan, or any of their respective bargaining representatives, in accordance with all applicable Laws and works council or other bargaining agreements, if requested by Parent in writing, the Company any. Allergan shall cause any United States Tax-qualified defined contribution plan (collectively, the “Company 401(k) Plan”) to be terminated effective immediately satisfy all such obligations prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. Upon the distribution of the assets in the accounts under the Company 401(k) Plan to the participants, Parent shall permit the Continuing Employees who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in the form of cash, from the Company 401(k) Plan to the applicable tax-qualified defined contribution plans of Parent or its Subsidiaries. (e) Except as permitted pursuant to Section 10.1, prior to making any broad-based communications (written or oral) to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith. (f) AbbVie and Allergan agree to the additional matters set forth in Section 7.4(f) of the Allergan Disclosure Schedule. (g) Nothing contained in this Section 7.4 (whether express or implied) shall (i) create or confer any rights, remedies or claims upon any employee of the Company Allergan or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement for any Company Allergan Employee or any other Person, (ii) be considered or deemed to establish, amend, or modify any Employee Allergan Benefit Plan or any other benefit or compensation plan, program, policy, agreement, arrangement, or Contract, (iii) prohibit or limit the ability of Parent AbbVie or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement, or contract at any time assumed, established, sponsored or maintained by any of them or (iv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.

Employment and Benefit Matters. (a) From the date of Completion through the first earlier of (i) the second anniversary of the Effective Time Time, and (ii) December 31, 2021 (or, if shorter, the period of employment of the relevant Continuing Allergan Employee) (the “Benefits Continuation Period”), Parent Acquirer Sub shall provide or provide, and AbbVie shall cause Acquirer Sub to provide, to (i) each Continuing Allergan Employee a base salary or hourly rate that is no less favorable than the base salary or hourly rate provided to such Continuing Allergan Employee immediately prior to the Effective Time, (ii) each Continuing Allergan Employee a target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities (as applicable) bonus opportunity that are is no less favorable than the target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities bonus opportunity provided to such Continuing Allergan Employee immediately prior to the Effective Time, and (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 Continuing 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, with 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, as reflected in the “2019 Long-Term Incentive Targets” schedule provided to AbbVie prior to the date hereof), and AbbVie shall make such grants at the same 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, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiariesthe Allergan Employees under the Allergan Benefit Plans as in effect immediately prior to the Effective Time; provided provided, that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, subsidized retiree health or welfare benefits, post-post- termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account. (b) In addition, Acquirer Sub shall provide, and Parent AbbVie shall cause Acquirer Sub to provide, to each Continuing Allergan Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar severance benefits that are no less favorable than the severance, termination and similar severance benefits to which such Continuing Allergan Employee would have been entitled upon such a termination of employment under any Employee Allergan Benefit Plan that is a severance plan, policy, program, agreement or arrangement and set out forth on Section 7.4(b) of the Company Allergan Disclosure Schedule (collectively, the “Severance Arrangements”) and in which such Continuing Allergan Employee was eligible to participate as of immediately prior to the Effective Time, but only to the extent such Severance Arrangements are set forth on Section 7.4(b) of the Allergan Disclosure Schedule and were furnished to the Buyer prior to the date hereof. For purposes of determining compliance with this Section 7.4(b), only the existing terms of the Severance Arrangements will be taken into account, and any modifications to the Severance Arrangements that are effective after the date of this Agreement hereof but prior to the Effective Time (and are made without ParentAbbVie’s advance written consent) will be disregarded. Notwithstanding anything to the contrary in the foregoing, for each Allergan Employee who is eligible to participate in the Severance Arrangements marked with an asterisk (*) on Section 7.4(b) of the Allergan Disclosure Schedule as of immediately prior to the Effective Time, the protected period under this Section 7.4(b) shall apply to a termination of employment that occurs during the two-year period immediately following the Effective Time. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Parent or any Affiliate AbbVie providing benefits to any Continuing Allergan Employees following the Effective Time (the “New Plans”), each Continuing Allergan Employee shall be credited with his or her years of service with the Company Allergan Group and its predecessors before the Effective Time, to the same extent and for the same purpose as such Continuing Allergan Employee was entitled, before the Effective Time, to credit for such service under the corresponding Employee Allergan Benefit Plan in which the Continuing such Allergan Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to (iA) any defined benefit pension plan or any retiree or post-termination health or welfare benefits, (iiB) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iiiC) any cash- or equity-based compensation arrangements, or (ivE) to the extent that its application would result in a duplication of benefits or compensation with respect to the same period of service, and provided, further, provided further that such service shall only be credited to the extent service with Parent AbbVie is credited for similarly situated employees of the Parent AbbVie Group under the New Plans. In addition, and without limiting the generality of the foregoing, (A) each Continuing Allergan Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Employee Allergan Benefit Plan in which such Continuing Allergan Employee had already satisfied any such waiting period and participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or and/or vision benefits to any Continuing Allergan Employee, Parent AbbVie shall use its reasonable best efforts to cause (1) cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans, and (2) to the extent not prohibited by the terms, or by any third party administrator, of any New Plan that is a fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or any Affiliate, credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket eligible expenses incurred by such Continuing Employee employee and his or her covered dependents under during the medical, dental, pharmaceutical or vision benefit plans portion of the Company prior to the Completion during the plan year of the Old Plan ending on the date such employee’s participation in which the Completion occurs corresponding New Plan begins to be taken into account under such New Plan for the purpose purposes of determining the extent to which such Continuing Employee has satisfied the satisfying all deductible, co-payments or coinsurance and maximum out-of-of- pocket requirements applicable to such Continuing Employee employee and his or her covered dependents for such the applicable plan year under any New Plan that is a medical, dental, pharmaceutical or vision benefit plan of Parent or its Affiliates, as if such amounts had been paid in accordance with such plan (to the extent such credit would have been given under comparable Old Plans prior to the Completion)New Plan. (d) Prior AbbVie hereby acknowledges that a “change of control” (or similar phrase) within the meaning of any Allergan Benefit Plan will occur at or prior to the Effective Time, as applicable. (e) AbbVie and Allergan shall cooperate in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Allergan or any Subsidiary of Allergan, or any of their respective bargaining representatives, in accordance with all applicable Laws and works council or other bargaining agreements, if requested by Parent in writing, the Company any. Allergan shall cause any United States Tax-qualified defined contribution plan (collectively, the “Company 401(k) Plan”) to be terminated effective immediately satisfy all such obligations prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. Upon the distribution of the assets in the accounts under the Company 401(k) Plan to the participants, Parent shall permit the Continuing Employees who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in the form of cash, from the Company 401(k) Plan to the applicable tax-qualified defined contribution plans of Parent or its Subsidiaries. (e) Except as permitted pursuant to Section 10.1, prior to making any broad-based communications (written or oral) to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith. (f) AbbVie and Allergan agree to the additional matters set forth in Section 7.4(f) of the Allergan Disclosure Schedule. (g) Nothing contained in this Section 7.4 (whether express or implied) shall (i) create or confer any rights, remedies or claims upon any employee of the Company Allergan or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement for any Company Allergan Employee or any other Person, (ii) be considered or deemed to establish, amend, or modify any Employee Allergan Benefit Plan or any other benefit or compensation plan, program, policy, agreement, arrangement, or Contract, (iii) prohibit or limit the ability of Parent AbbVie or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement, or contract at any time assumed, established, sponsored or maintained by any of them or (iv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.

Employment and Benefit Matters. (a) From the date of Completion through the first anniversary of the Effective Time (or, if shorter, the For a period of employment of the relevant Continuing Employeeone (1) (the “Benefits Continuation Period”), Parent shall provide or shall cause Acquirer Sub to provide, to (i) each Continuing Employee a base salary or hourly rate that is no less favorable than the base salary or hourly rate provided to such Continuing Employee immediately prior to year following the Effective Time, (ii) IrHoldco shall provide, or shall cause to be provided, to each Continuing Fyffes Employee target annual or quarterly cash bonus, incentive compensation no less favorable terms and conditions of employment (excluding any specialseverance benefits) than such Fyffes Employee received immediately before the Effective Time. Further, retention or and notwithstanding any other provision of this Agreement to the contrary, IrHoldco shall provide any Fyffes Employee whose employment terminates during the one-time award opportunities) and commissions opportunities year period following the Effective Time with severance benefits (as applicablenet of any statutorily required severance) that are no less favorable favourable than the target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities provided severance benefits which would have applied to such Continuing Fyffes Employee immediately prior to the Effective Time, and (iiiif any) to the Continuing Employees as a group, employee benefits that are, in the aggregate, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiaries; provided that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, retiree health or welfare benefits, post-termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account. (b) In addition, Acquirer Sub shall provide, and Parent shall cause Acquirer Sub to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar benefits that are no less favorable than the severance, termination and similar benefits to which such Continuing Employee would have been entitled upon such a termination of employment under any Employee Plan that is a severance plan, policy, program, agreement or arrangement and set out on Section 7.4(b) of the Company Disclosure Schedule (collectively, the “Severance Arrangements”) and in which such Continuing Employee was eligible to participate as of immediately prior to the Effective Time. Notwithstanding any other provision of this Agreement, IrHoldco shall observe the provisions and obligations of any extant collective bargaining agreements until their expiration, modification or termination in accordance with their terms and applicable Law, that govern the employment of any Fyffes Employees. (b) For purposes a period of determining compliance with this Section 7.4(b)one (1) year following the Effective Time, only IrHoldco shall provide, or shall cause to be provided, to each Chiquita Employee no less favorable terms and conditions of employment (excluding any severance benefits) than such Chiquita Employee received immediately before the existing terms of the Severance Arrangements will be taken into accountEffective Time. Further, and notwithstanding any modifications to the Severance Arrangements that are effective after the date other provision of this Agreement but to the contrary, IrHoldco shall provide any Chiquita Employee whose employment terminates during the one-year period following the Effective Time with severance benefits (net of any statutorily required severance) that are no less favourable than the severance benefits which would have applied to such Chiquita Employee (if any) immediately prior to the Effective Time (Time. Notwithstanding any other provision of this Agreement, IrHoldco shall observe the provisions and are made without Parent’s advance written consent) will be disregardedobligations of any extant collective bargaining agreements until their expiration, modification or termination in accordance with their terms and applicable Law, that govern the employment of any Chiquita Employees. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Parent or any Affiliate IrHoldco providing benefits to any Continuing Fyffes Employees following or Chiquita Employees after the Effective Time (the “New Plans”), , (i) each Continuing Fyffes Employee shall be credited with his or her years of service with the Company Fyffes Group and its predecessors before the Effective Time, to the same extent and for the same purpose as such Continuing Fyffes Employee was entitled, before the Effective Time, to credit for such service under the corresponding Employee any similar Fyffes Benefit Plan in which such Fyffes Employee participated, or was eligible to participate, immediately prior to the Continuing Effective Time; provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service; and (ii) each Chiquita Employee shall be credited with his or her years of service with the Chiquita Group and its predecessors before the Effective Time, to the same extent as such Chiquita Employee was entitled, before the Effective Time, to credit for such service under any similar Chiquita Benefit Plan in which such Chiquita Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to (i) benefit accrual under any defined benefit pension plan or any retiree or post-termination health or welfare benefits, (ii) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iii) any cash- or equity-based compensation arrangements, or (iv) to the extent that its application would result in a duplication of benefits or compensation with respect to the same period of service, and provided, further, that such service shall only be credited to the extent service with Parent is credited for similarly situated employees of the Parent Group under the New Plans. In addition, and without limiting the generality of the foregoing, (A) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Employee Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Parent shall use its reasonable best efforts to (1) cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans, and (2) to the extent not prohibited by the terms, or by any third party administrator, of any New Plan that is a fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or any Affiliate, credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of the Company prior to the Completion during the plan year in which the Completion occurs for the purpose of determining the extent to which such Continuing Employee has satisfied the deductible, co-payments or maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for such plan year under any New Plan that is a medical, dental, pharmaceutical or vision benefit plan of Parent or its Affiliates, as if such amounts had been paid in accordance with such plan (to the extent such credit would have been given under comparable Old Plans prior to the Completion). (d) Prior IrHoldco hereby acknowledges that a “change of control” (or similar phrase) within the meaning of the Fyffes Option Scheme will occur at or prior to the Effective Time. (e) Subject to the performance by the Parties of their obligations under Clauses 4.2 and 5.1(b)(iii) hereof, Chiquita hereby acknowledges that a “change of control” (or similar phrase) within the meaning of those Chiquita Benefit Plans set forth in Clause 7.4(e) of the Chiquita Disclosure Schedule will not be intended to occur at or prior to the Effective Time, if requested as applicable. Subject to the performance by Parent in writingthe Parties of their obligations under Clauses 4.2 and 5.1(b)(iii) hereof, the Company shall cause any United States Tax-qualified defined contribution plan (collectively, the “Company 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In , the event that Parent requests IrHoldco Board and each committee of the IrHoldco Board or any committee responsible for the administration of any Chiquita Benefit Plan shall adopt resolutions concluding that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance consummation of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. Upon the distribution of the assets in the accounts under the Company 401(k) Plan to the participants, Parent shall permit the Continuing Employees who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in the form of cash, from the Company 401(k) Plan to the applicable tax-qualified defined contribution plans of Parent or its Subsidiaries. (e) Except as permitted pursuant to Section 10.1, prior to making any broad-based communications (written or oral) to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company Agreement shall provide Parent with not constitute a copy “change of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any control” as such comments term is used in good faitheach such Chiquita Benefit Plan. (f) Nothing contained IrHoldco will cooperate with Fyffes in this Section 7.4 respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Fyffes or any Subsidiary of Fyffes in accordance with all applicable Laws and bargaining agreements, if any. (whether express g) IrHoldco will cooperate with Chiquita in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or impliedconsultants of Chiquita or any Subsidiary of Chiquita in accordance with all applicable Laws and bargaining agreements, if any. (h) Without limiting the provisions of Clause 7.4(a) hereof, with respect to the fiscal year of Fyffes in which the Effective Time occurs, Fyffes shall have the right to: (i) create in the event that the Effective Time occurs prior to December 31, 2014, Fyffes shall be entitled to pay on or confer any rightsabout the Effective Time, remedies the Fyffes 2014 annual bonuses and Fyffes short term incentive plan payments based on the target level of performance to each Fyffes 2014 annual bonus plan participant and/or short term incentive plan participant who is employed by the Fyffes Group on the Effective Time; and (ii) in the event that the Effective Time occurs on or claims upon any after January 1, 2015, (A) Fyffes shall have the right to pay each employee of the Company Fyffes Group who participates in the annual bonus or short term incentive plan an annual cash bonus in respect of 2014 based on actual performance, such bonus to be paid at the same time or times Fyffes pays such bonuses in the ordinary course of business and (B) Fyffes shall have the right to pay each employee of the Fyffes Group who participates in the annual bonus or incentive plan an annual cash bonus in respect of 2015 in an amount equal to the target bonus for 2015, such bonus to be paid at the same time or times Fyffes pays bonuses in the ordinary course of business; (iii) consistent with its past practice, make appropriation in such fiscal year to each employee of the Fyffes Group who participates in the Fyffes Profit Share Plan in respect of such fiscal year; (iv) pay in cash, at such time as Fyffes pays such awards in the ordinary course, any award that vests under the Fyffes Short Term Incentive Plan. (i) Without limiting the provisions of Clause 7.4(b) hereof: (i) in the event that the Effective Time occurs prior to December 31, 2014, Chiquita shall be entitled to pay on or about the Effective Time, the Chiquita 2014 Bonuses based on the target level of performance to each Chiquita 2014 Bonus Plan Participant who is employed by the Chiquita Group on the Effective Time; and (ii) in the event that the Effective Time occurs on or after January 1, 2015, (A) Chiquita shall have the right to pay each employee of the Chiquita Group who participates in the annual bonus or incentive plan an annual cash bonus in respect of 2014 based on actual performance, such bonus to be paid at the same time or times Chiquita pays such bonuses in the ordinary course of business and (B) Chiquita shall have the right to pay each employee of the Chiquita Group who participates in the annual bonus or incentive plan an annual cash bonus in respect of 2015 in an amount equal to the target bonus for 2015, such bonus to be paid at the same time or times Chiquita pays bonuses in the ordinary course of business. (j) Nothing in this Agreement shall confer upon any Fyffes Employee or Chiquita Employee any right to continue in the employ or service of IrHoldco or any Affiliate of IrHoldco, or shall interfere with or restrict in any way the rights of IrHoldco or any Affiliate of IrHoldco, which rights are hereby expressly reserved, to discharge or terminate the services of any Fyffes Employee or Chiquita Employee at any time for any reason whatsoever, with or without cause, subject to applicable Law. Notwithstanding any provision in this Agreement or the Laws of any jurisdiction to the contrary, nothing in this Clause 7.4 shall (x) be deemed or construed to be an amendment or other modification of any Fyffes Benefit Plan or Chiquita Benefit Plan, or (y) create any third party rights in any current or former service provider of Chiquita, Fyffes or any of its their respective Affiliates (or any right beneficiaries or dependents thereof), or (z) limit the rights of employment or engagement or continued employment or engagement IrHoldco or any particular term or condition of employment or engagement for any Company Employee or any other Person, (ii) be considered or deemed to establish, amend, or modify any Employee Plan or any other benefit or compensation plan, program, policy, agreement, arrangement, or Contract, (iii) prohibit or limit the ability of Parent or any of its Affiliates Affiliate to amend, modify or terminate any Fyffes Benefit Plan, Chiquita Benefit Plan or any other benefit or compensation plan, program, policy, agreement, agreement or arrangement, or contract at any time assumed, established, sponsored or maintained by any of them or (iv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.

Employment and Benefit Matters. (a) From the date of Completion through the first earlier of (i) the second anniversary of the Effective Time Time, and (ii) December 31, 2021 (or, if shorter, the period of employment of the relevant Continuing Allergan Employee) (the “Benefits Continuation Period”), Parent Acquirer Sub shall provide or provide, and AbbVie shall cause Acquirer Sub to provide, to (i) each Continuing Allergan Employee a base salary or hourly rate that is no less favorable than the base salary or hourly rate provided to such Continuing Allergan Employee immediately prior to the Effective Time, (ii) each Continuing Allergan Employee a target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities (as applicable) bonus opportunity that are is no less favorable than the target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities bonus opportunity provided to such Continuing Allergan Employee immediately prior to the Effective Time, and (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 Continuing 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, with 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, as reflected in the “2019 Long-Term Incentive Targets” schedule provided to AbbVie prior to the date hereof), and AbbVie shall make such grants at the same 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, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiariesthe Allergan Employees under the Allergan Benefit Plans as in effect immediately prior to the Effective Time; provided provided, that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, subsidized retiree health or welfare benefits, post-post- termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account. (b) In addition, Acquirer Sub shall provide, and Parent shall cause Acquirer Sub to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar benefits that are no less favorable than the severance, termination and similar benefits to which such Continuing Employee would have been entitled upon such a termination of employment under any Employee Plan that is a severance plan, policy, program, agreement or arrangement and set out on Section 7.4(b) of the Company Disclosure Schedule (collectively, the “Severance Arrangements”) and in which such Continuing Employee was eligible to participate as of immediately prior to the Effective Time. For purposes of determining compliance with this Section 7.4(b), only the existing terms of the Severance Arrangements will be taken into account, and any modifications to the Severance Arrangements that are effective after the date of this Agreement but prior to the Effective Time (and are made without Parent’s advance written consent) will be disregarded. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Parent or any Affiliate providing benefits to any Continuing Employees following the Effective Time (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with the Company Group and its predecessors before the Effective Time, to the same extent and for the same purpose as such Continuing Employee was entitled, before the Effective Time, to credit for such service under the corresponding Employee Plan in which the Continuing Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to (i) any defined benefit pension plan or any retiree or post-termination health or welfare benefits, (ii) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iii) any cash- or equity-based compensation arrangements, or (iv) to the extent that its application would result in a duplication of benefits or compensation with respect to the same period of service, and provided, further, that such service shall only be credited to the extent service with Parent is credited for similarly situated employees of the Parent Group under the New Plans. In addition, and without limiting the generality of the foregoing, (A) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Employee Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Parent shall use its reasonable best efforts to (1) cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans, and (2) to the extent not prohibited by the terms, or by any third party administrator, of any New Plan that is a fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or any Affiliate, credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of the Company prior to the Completion during the plan year in which the Completion occurs for the purpose of determining the extent to which such Continuing Employee has satisfied the deductible, co-payments or maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for such plan year under any New Plan that is a medical, dental, pharmaceutical or vision benefit plan of Parent or its Affiliates, as if such amounts had been paid in accordance with such plan (to the extent such credit would have been given under comparable Old Plans prior to the Completion). (d) Prior to the Effective Time, if requested by Parent in writing, the Company shall cause any United States Tax-qualified defined contribution plan (collectively, the “Company 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. Upon the distribution of the assets in the accounts under the Company 401(k) Plan to the participants, Parent shall permit the Continuing Employees who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in the form of cash, from the Company 401(k) Plan to the applicable tax-qualified defined contribution plans of Parent or its Subsidiaries. (e) Except as permitted pursuant to Section 10.1, prior to making any broad-based communications (written or oral) to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith. (f) Nothing contained in this Section 7.4 (whether express or implied) shall (i) create or confer any rights, remedies or claims upon any employee of the Company or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement for any Company Employee or any other Person, (ii) be considered or deemed to establish, amend, or modify any Employee Plan or any other benefit or compensation plan, program, policy, agreement, arrangement, or Contract, (iii) prohibit or limit the ability of Parent or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement, or contract at any time assumed, established, sponsored or maintained by any of them or (iv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.

Employment and Benefit Matters. (a) From In order to further an orderly transition and integration, and subject to applicable Law, ListCo and Willow shall cooperate in good faith in reviewing, evaluating and analyzing the date Sun Benefit Plans and Willow Benefit Plans with a view towards developing appropriate new benefit plans, or selecting the Sun Benefit Plans or Willow Benefit Plans, as applicable, that shall apply with respect to employees of Completion through ListCo and its Subsidiaries (including the first anniversary of Surviving Corporation and its Subsidiaries) after the Merger Effective Time (or, if shortercollectively, the period of employment of the relevant Continuing Employee) (the “Benefits Continuation PeriodNew Benefit Plans”), Parent shall provide which New Benefit Plans shall, to the extent permitted by applicable Law, and among other things, (1) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, tenure, qualifications and abilities, and (2) not discriminate between employees who were covered by Sun Benefit Plans, on the one hand, and those covered by Willow Benefit Plans, on the other hand, at the Merger Effective Time. For the avoidance of doubt, Xxx and XxxxXx acknowledge and agree that the consummation of the transactions contemplated by this Agreement will result in a change in control (or any other words or terms of similar import) for purposes of all Willow Benefit Plans. (b) Each individual who is an employee of Willow or any of the Willow Subsidiaries or Sun or any of the Sun Subsidiaries immediately prior to the Merger Effective Time (including those on any paid time off or leave of absence) and continues to be an employee of ListCo or the Surviving Corporation or any Subsidiary thereof immediately following the Merger Effective Time is referred to as a “Continuing Employee”. For a period of twelve months following the Merger Effective Time, ListCo shall, and shall cause Acquirer Sub to provideits Subsidiaries to, to (i) maintain for the benefit of each Continuing Employee (A) a base salary or hourly wage rate that is no less favorable than those in effect for such employee as of the base salary or hourly rate provided to such Continuing Employee immediately prior to the Merger Effective Time, (iiB) each Continuing Employee target annual (or quarterly other short-term periodic) cash bonus, incentive compensation opportunities (excluding any special, retention or one-time award opportunitiesincluding annual bonus and commission) and commissions equity and equity-based incentive opportunities (as applicableprovided that ListCo may elect to substitute cash incentive opportunities for equity and equity-based incentive opportunities and may set performance metrics and goals) that are no less favorable in the aggregate than those in effect for such employee as of the target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities provided to such Continuing Employee immediately prior to the Merger Effective Time, Time and (iiiC) to the Continuing Employees as a group, employee benefits that are, in the aggregate, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiaries; provided that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, retiree health or welfare benefits, post-termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account. (b) In addition, Acquirer Sub shall provide, and Parent shall cause Acquirer Sub to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar severance benefits that are no less favorable than the severance, termination and similar benefits to which such Continuing Employee would have been entitled upon such a termination of employment provided under any Employee the applicable Willow Benefit Plan that is a severance plan, policy, program, agreement or arrangement and set out on Section 7.4(b) Sun Benefit Plan as of the Company Disclosure Schedule (collectively, the “Severance Arrangements”) and in which such Continuing Employee was eligible to participate as of immediately prior to the Merger Effective Time. For purposes of determining compliance with this Section 7.4(b), only the existing terms of the Severance Arrangements will be taken into account, and any modifications to the Severance Arrangements that are effective after the date of this Agreement but prior to the Effective Time (and are made without Parent’s advance written consent) will be disregarded. (c) For Effective as of the Merger Effective Time and thereafter, ListCo shall provide or cause to be provided that periods of employment with Willow or Sun (including any current or former affiliate or predecessor thereof) shall be taken into account for all purposes of vesting, eligibility to participate and determining level of benefits under the all employee benefit plans maintained by ListCo or an affiliate of Parent or any Affiliate providing benefits to any ListCo for the benefit of the Continuing Employees following the Effective Time (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with the Company Group and its predecessors before the Merger Effective Time, to the same extent as applicable, including paid-time-off plans or arrangements, 401(k), pension or other retirement plans and for the same purpose as such Continuing Employee was entitled, before the Effective Time, to credit for such service under the corresponding Employee Plan in which the Continuing Employee participated any severance or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to (i) any defined benefit pension plan or any retiree or post-termination health or welfare benefits, plans (ii) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iii) any cash- or equity-based compensation arrangements, or (iv) to the extent that its application other than as would result in a duplication of benefits or compensation with respect to for any purpose under any defined benefit pension plan, postretirement welfare plan, or plan that is grandfathered or frozen, in each case, in which the same period of service, and provided, further, that such service shall only be credited to the extent service with Parent is credited for similarly situated employees of the Parent Group under the New Plans. In addition, and without limiting the generality of the foregoing, (A) each applicable Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Employee Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Parent shall use its reasonable best efforts to (1) cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans, and (2) to the extent did not prohibited by the terms, or by any third party administrator, of any New Plan that is a fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or any Affiliate, credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of the Company participate prior to the Completion during the plan year in which the Completion occurs for the purpose of determining the extent to which such Continuing Employee has satisfied the deductible, co-payments or maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for such plan year under any New Plan that is a medical, dental, pharmaceutical or vision benefit plan of Parent or its Affiliates, as if such amounts had been paid in accordance with such plan (to the extent such credit would have been given under comparable Old Plans prior to the CompletionMerger Effective Time). (d) Prior to the Effective Time, if requested by Parent in writing, the Company shall cause any United States Tax-qualified defined contribution plan (collectively, the “Company 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. Upon the distribution of the assets in the accounts under the Company 401(k) Plan to the participants, Parent shall permit the Continuing Employees who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in the form of cash, from the Company 401(k) Plan to the applicable tax-qualified defined contribution plans of Parent or its Subsidiaries. (e) Except as permitted pursuant to Section 10.1, prior to making any broad-based communications (written or oral) to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith. (f) Nothing contained in this Section 7.4 (whether express or implied) shall (i) create or confer any rights, remedies or claims upon any employee of the Company or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement for any Company Employee or any other Person, (ii) be considered or deemed to establish, amend, or modify any Employee Plan or any other benefit or compensation plan, program, policy, agreement, arrangement, or Contract, (iii) prohibit or limit the ability of Parent or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement, or contract at any time assumed, established, sponsored or maintained by any of them or (iv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.

Employment and Benefit Matters. (a) From the date of Completion through the first anniversary All employees of the Effective Time (or, if shorter, the period of employment Company or its Subsidiaries as of the relevant Continuing Employee) day immediately prior to the Closing (the “Benefits Continuation PeriodCompany Employees”)) shall remain employed by the Company as of the day after the Closing. For the period commencing at the Closing and ending 12 months after the Closing, Parent shall provide or shall the Buyer agrees to cause Acquirer Sub the Surviving Company to provide, to maintain (i) each Continuing Employee a base salary or hourly salary, hourly, and/or piece-rate that is wages which are no less favorable than the base salary salary, hourly, and/or piece-rate wages provided by the Company or hourly rate the applicable Subsidiary of the Company immediately prior to the Closing; (ii) target annual bonus opportunities (excluding equity-based compensation and one-time or special bonuses or cash incentives), which are no less than the target annual bonus opportunities (excluding equity-based compensation and one-time or special bonuses or cash incentives) provided by the Company or the applicable Subsidiary of the Company immediately prior to the Closing; and (iii) employee benefits that are no less favorable, in the aggregate, 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 such Continuing Company Employee immediately prior to the Effective TimeClosing. After the Closing Date, Buyer shall, and shall cause the Surviving Company and its Subsidiaries to (iiA) each Continuing Employee target annual or quarterly cash bonushonor all rights to Paid Time Off, incentive compensation (excluding any specialincluding vacation, retention or one-time award opportunities) personal and commissions opportunities (as applicable) that are no less favorable than the target annual or quarterly cash bonussick days, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities provided to such Continuing Employee immediately accrued but unused by Company Employees prior to the Effective Time, and (iii) to the Continuing Employees as a group, employee benefits that are, in the aggregate, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiaries; provided that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, retiree health or welfare benefits, post-termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account. (b) In addition, Acquirer Sub shall provide, and Parent shall cause Acquirer Sub to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar benefits that are no less favorable than the severance, termination and similar benefits to which such Continuing Employee would have been entitled upon such a termination of employment Closing under any Employee Plan that is a severance plan, policy, program, agreement or arrangement and set out on Section 7.4(b) of the Company Disclosure Schedule benefit plan (collectively, the “Severance Arrangements”) and in which such Continuing Employee was eligible to participate as of immediately prior to the Effective Time. For purposes of determining compliance with this Section 7.4(b), only the existing terms of the Severance Arrangements will be taken into account, and any modifications to the Severance Arrangements that are effective after the date of this Agreement but prior to the Effective Paid Time (and are made without Parent’s advance written consent) will be disregarded. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Parent or any Affiliate providing benefits to any Continuing Employees following the Effective Time (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with the Company Group and its predecessors before the Effective Time, to the same extent and for the same purpose as such Continuing Employee was entitled, before the Effective Time, to credit for such service under the corresponding Employee Plan in which the Continuing Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to (i) any defined benefit pension plan or any retiree or post-termination health or welfare benefits, (ii) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iii) any cash- or equity-based compensation arrangements, or (iv) to the extent that its application would result in a duplication of benefits or compensation with respect to the same period of service, and provided, further, that such service shall only be credited to the extent service with Parent is credited for similarly situated employees of the Parent Group under the New Plans. In addition, and without limiting the generality of the foregoing, (A) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Employee Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Effective Time (such plans, collectively, the “Old PlansOff”), and (B) provide the Company Employees with a reasonable opportunity to use Paid Time Off under the Surviving Company’s Paid Time Off plans. Buyer shall honor, and shall cause the Surviving Company to honor, in accordance with their terms, all employment agreements between the Company and its Subsidiaries on the one hand and any officer, director 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. (b) Buyer will treat, and cause the applicable benefit plans to treat, the service of the Company Employees attributable to any period before the Closing as service rendered to Buyer or any Subsidiary of Buyer for purposes of each New Plan providing medicaleligibility and vesting under Buyer’s employee benefit plans, dentalexcept where credit would result in duplication of benefits (and other than for purposes of determining benefits under any defined benefit plan or vesting of equity-based compensation). Without limiting the foregoing, pharmaceutical to the extent that any Company Employee participates in any health or vision benefits to any Continuing Employeeother group welfare benefit plan of Buyer following the Closing, Parent Buyer shall use its commercially reasonable best efforts to cause (1i) cause all any pre-existing condition exclusions and actively-at-work requirements conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of such New Plan Buyer to be waived for such employee with respect to the Company Employees and his or her covered their eligible dependents, unless and to the extent waived under the individual, corresponding plan in which the Company Employee participated immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old PlansClosing, and (2ii) to the extent not prohibited any deductibles paid by the terms, or by Company Employee under any third party administrator, of any New Plan that is a fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or any Affiliate, credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of the Company prior to the Completion during Company’s or its Subsidiaries’ health plans in the plan year in which the Completion Closing occurs for to be credited towards deductibles under the purpose health plans of determining Buyer or any Subsidiary of Buyer. (c) If requested by Buyer, the extent Company shall take all actions necessary to which such Continuing Employee has satisfied terminate the deductible, co-payments or maximum out-of-pocket requirements applicable Company’s 401(k) plan effective at least one (1) day prior to such Continuing Employee and his or her covered dependents for such plan year under any New Plan that is a medical, dental, pharmaceutical or vision benefit plan of Parent or its Affiliates, as if such amounts had been paid in accordance the Closing Date. In connection with such plan termination, the Company and Buyer agree to use commercially reasonable efforts to: (i) amend their respective 401(k) plans to the extent necessary or required by applicable Law to facilitate the distribution and rollover of the Continuing Employees’ 401(k) plan account balances to a 401(k) plan sponsored by Buyer or one of its Subsidiaries; and (ii) take any additional action reasonably required to permit each Continuing Employee who has received an eligible rollover distribution to roll such credit would have been given under comparable Old Plans prior to eligible rollover distribution into a 401(k) plan sponsored by Buyer or one of its Subsidiaries as promptly as reasonably practicable following the Completion)Effective Time. (d) Prior Notwithstanding any provision of this Agreement to the Effective Timecontrary, if requested by Parent in writing, the Company shall cause any United States Tax-qualified defined contribution plan (collectively, the “Company 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. Upon the distribution of the assets in the accounts under the Company 401(k) Plan to the participants, Parent shall permit the Continuing Employees who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in the form of cash, from the Company 401(k) Plan to the applicable tax-qualified defined contribution plans of Parent or its Subsidiaries. (e) Except as permitted pursuant to Section 10.1, prior to making any broad-based communications (written or oral) to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith. (f) Nothing contained nothing in this Section 7.4 (whether express or implied) 5.4 shall (i) create be deemed or confer any rights, remedies construed to be an amendment or claims upon any employee other modification of the Company or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement for any Company Employee Program or any other PersonBuyer employee benefit plan, (ii) be considered prevent or deemed restrict in any way the right of the Buyer to establishterminate reassign, amendpromote or demote any Company Employee (or to cause any of the foregoing actions) at any time following the Closing, or modify any Employee Plan to change (or any other benefit or compensation plancause the change of) the title, programpowers, policyduties, agreementresponsibilities, arrangementfunctions, locations, or Contractterms or conditions of employment or service of any such Company Employees at any time following the Closing, (iii) prohibit or limit obligate the ability of Parent Buyer or any of its Affiliates to amend, modify adopt or terminate maintain any benefit particular plan or compensation plan, program, policy, agreement, arrangement, program or contract other compensatory or benefits arrangement at any time assumed, established, sponsored or maintained by prevent the Buyer or any of them its Affiliates from modifying or terminating any such plan, program or other compensatory or benefits arrangement at any time, or (iv) confer create any third party rights in any current or benefits former employee, director or other service provider of Buyer, the Company or any of their respective affiliates (including or any third-party beneficiary rights) on any Person other than the Partiesbeneficiaries or dependents thereof).

Employment and Benefit Matters. (a) From the date of Completion through the first earlier of (i) the second anniversary of the Effective Time Time, and (ii) December 31, 2021 (or, if shorter, the period of employment of the relevant Continuing Allergan Employee) (the “Benefits Continuation Period”), Parent Acquirer Sub shall provide or provide, and AbbVie shall cause Acquirer Sub to provide, to (i) each Continuing Allergan Employee a base salary or hourly rate that is no less favorable than the base salary or hourly rate provided to such Continuing Allergan Employee immediately prior to the Effective Time, (ii) each Continuing Allergan Employee a target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities (as applicable) bonus opportunity that are is no less favorable than the target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities bonus opportunity provided to such Continuing Allergan Employee immediately prior to the Effective Time, and (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 Continuing 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, with 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, as reflected in the “2019 Long-Term Incentive Targets” schedule provided to AbbVie prior to the date hereof), and AbbVie shall make such grants at the same 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, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiariesthe Allergan Employees under the Allergan Benefit Plans as in effect immediately prior to the Effective Time; provided provided, that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, subsidized retiree health or welfare benefits, post-termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account. (b) In addition, Acquirer Sub shall provide, and Parent AbbVie shall cause Acquirer Sub to provide, to each Continuing Allergan Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar severance benefits that are no less favorable than the severance, termination and similar severance benefits to which such Continuing Allergan Employee would have been entitled upon such a termination of employment under any Employee Allergan Benefit Plan that is a severance plan, policy, program, agreement or arrangement and set out forth on Section 7.4(b) of the Company Allergan Disclosure Schedule (collectively, the “Severance Arrangements”) and in which such Continuing Allergan Employee was eligible to participate as of immediately prior to the Effective Time, but only to the extent such Severance Arrangements are set forth on Section 7.4(b) of the Allergan Disclosure Schedule and were furnished to the Buyer prior to the date hereof. For purposes of determining compliance with this Section 7.4(b), only the existing terms of the Severance Arrangements will be taken into account, and any modifications to the Severance Arrangements that are effective after the date of this Agreement hereof but prior to the Effective Time (and are made without ParentAbbVie’s advance written consent) will be disregarded. Notwithstanding anything to the contrary in the foregoing, for each Allergan Employee who is eligible to participate in the Severance Arrangements marked with an asterisk (*) on Section 7.4(b) of the Allergan Disclosure Schedule as of immediately prior to the Effective Time, the protected period under this Section 7.4(b) shall apply to a termination of employment that occurs during the two-year period immediately following the Effective Time. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Parent or any Affiliate AbbVie providing benefits to any Continuing Allergan Employees following the Effective Time (the “New Plans”), each Continuing Allergan Employee shall be credited with his or her years of service with the Company Allergan Group and its predecessors before the Effective Time, to the same extent and for the same purpose as such Continuing Allergan Employee was entitled, before the Effective Time, to credit for such service under the corresponding Employee Allergan Benefit Plan in which the Continuing such Allergan Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to (iA) any defined benefit pension plan or any retiree or post-termination health or welfare benefits, (iiB) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iiiC) any cash- or equity-based compensation arrangements, or (ivE) to the extent that its application would result in a duplication of benefits or compensation with respect to the same period of service, and provided, further, provided further that such service shall only be credited to the extent service with Parent AbbVie is credited for similarly situated employees of the Parent AbbVie Group under the New Plans. In addition, and without limiting the generality of the foregoing, (A) each Continuing Allergan Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Employee Allergan Benefit Plan in which such Continuing Allergan Employee had already satisfied any such waiting period and participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or and/or vision benefits to any Continuing Allergan Employee, Parent AbbVie shall use its reasonable best efforts to cause (1) cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans, and (2) to the extent not prohibited by the terms, or by any third party administrator, of any New Plan that is a fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or any Affiliate, credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket eligible expenses incurred by such Continuing Employee employee and his or her covered dependents under during the medical, dental, pharmaceutical or vision benefit plans portion of the Company prior to the Completion during the plan year of the Old Plan ending on the date such employee’s participation in which the Completion occurs corresponding New Plan begins to be taken into account under such New Plan for the purpose purposes of determining the extent to which such Continuing Employee has satisfied the satisfying all deductible, co-payments or coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee employee and his or her covered dependents for such the applicable plan year under any New Plan that is a medical, dental, pharmaceutical or vision benefit plan of Parent or its Affiliates, as if such amounts had been paid in accordance with such plan (to the extent such credit would have been given under comparable Old Plans prior to the Completion)New Plan. (d) Prior AbbVie hereby acknowledges that a “change of control” (or similar phrase) within the meaning of any Allergan Benefit Plan will occur at or prior to the Effective Time, as applicable. (e) AbbVie and Allergan shall cooperate in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Allergan or any Subsidiary of Allergan, or any of their respective bargaining representatives, in accordance with all applicable Laws and works council or other bargaining agreements, if requested by Parent in writing, the Company any. Allergan shall cause any United States Tax-qualified defined contribution plan (collectively, the “Company 401(k) Plan”) to be terminated effective immediately satisfy all such obligations prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. Upon the distribution of the assets in the accounts under the Company 401(k) Plan to the participants, Parent shall permit the Continuing Employees who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in the form of cash, from the Company 401(k) Plan to the applicable tax-qualified defined contribution plans of Parent or its Subsidiaries. (e) Except as permitted pursuant to Section 10.1, prior to making any broad-based communications (written or oral) to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith. (f) AbbVie and Allergan agree to the additional matters set forth in Section 7.4(f) of the Allergan Disclosure Schedule. (g) Nothing contained in this Section 7.4 (whether express or implied) shall (i) create or confer any rights, remedies or claims upon any employee of the Company Allergan or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement for any Company Allergan Employee or any other Person, (ii) be considered or deemed to establish, amend, or modify any Employee Allergan Benefit Plan or any other benefit or compensation plan, program, policy, agreement, arrangement, or Contract, (iii) prohibit or limit the ability of Parent AbbVie or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement, or contract at any time assumed, established, sponsored or maintained by any of them or (iv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.

Employment and Benefit Matters. (a) From the date of Completion through the first earlier of (i) the second anniversary of the Effective Time Time, and (ii) December 31, 2021 (or, if shorter, the period of employment of the relevant Continuing Allergan Employee) (the “Benefits Continuation Period”), Parent Acquirer Sub shall provide or provide, and AbbVie shall cause Acquirer Sub to provide, to (i) each Continuing Allergan Employee a base salary or hourly rate that is no less favorable than the base salary or hourly rate provided to such Continuing Allergan Employee immediately prior to the Effective Time, (ii) each Continuing Allergan Employee a target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities (as applicable) bonus opportunity that are is no less favorable than the target annual or quarterly cash bonus, incentive compensation (excluding any special, retention or one-time award opportunities) and commissions opportunities bonus opportunity provided to such Continuing Allergan Employee immediately prior to the Effective Time, and (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 Continuing 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, with 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, as reflected in the “2019 Long-Term Incentive Targets” schedule provided to AbbVie prior to the date hereof), and AbbVie shall make such grants at the same 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, no less favorable than the employee benefits provided to similarly-situated employees of Parent and its Subsidiariesthe Allergan Employees under the Allergan Benefit Plans as in effect immediately prior to the Effective Time; provided provided, that for purposes of determining whether such employee benefits are no less favorable in the aggregate, any equity, defined benefit pension plan benefits, nonqualified deferred compensation, subsidized retiree health or welfare benefits, post-termination health or welfare benefits, and retention or change in control payments or awards shall not be taken into account. (b) In addition, Acquirer Sub shall provide, and Parent shall cause Acquirer Sub to provide, to each Continuing Employee who experiences a termination of employment during the Benefits Continuation Period, severance, termination and similar benefits that are no less favorable than the severance, termination and similar benefits to which such Continuing Employee would have been entitled upon such a termination of employment under any Employee Plan that is a severance plan, policy, program, agreement or arrangement and set out on Section 7.4(b) of the Company Disclosure Schedule (collectively, the “Severance Arrangements”) and in which such Continuing Employee was eligible to participate as of immediately prior to the Effective Time. For purposes of determining compliance with this Section 7.4(b), only the existing terms of the Severance Arrangements will be taken into account, and any modifications to the Severance Arrangements that are effective after the date of this Agreement but prior to the Effective Time (and are made without Parent’s advance written consent) will be disregarded. (c) For purposes of vesting, eligibility to participate and determining level of benefits under the employee benefit plans of Parent or any Affiliate providing benefits to any Continuing Employees following the Effective Time (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with the Company Group and its predecessors before the Effective Time, to the same extent and for the same purpose as such Continuing Employee was entitled, before the Effective Time, to credit for such service under the corresponding Employee Plan in which the Continuing Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to (i) any defined benefit pension plan or any retiree or post-termination health or welfare benefits, (ii) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (iii) any cash- or equity-based compensation arrangements, or (iv) to the extent that its application would result in a duplication of benefits or compensation with respect to the same period of service, and provided, further, that such service shall only be credited to the extent service with Parent is credited for similarly situated employees of the Parent Group under the New Plans. In addition, and without limiting the generality of the foregoing, (A) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under an Employee Plan in which such Continuing Employee had already satisfied any such waiting period and participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Parent shall use its reasonable best efforts to (1) cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans, and (2) to the extent not prohibited by the terms, or by any third party administrator, of any New Plan that is a fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or any Affiliate, credit each Continuing Employee with all deductible payments, co-payments and other out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of the Company prior to the Completion during the plan year in which the Completion occurs for the purpose of determining the extent to which such Continuing Employee has satisfied the deductible, co-payments or maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for such plan year under any New Plan that is a medical, dental, pharmaceutical or vision benefit plan of Parent or its Affiliates, as if such amounts had been paid in accordance with such plan (to the extent such credit would have been given under comparable Old Plans prior to the Completion). (d) Prior to the Effective Time, if requested by Parent in writing, the Company shall cause any United States Tax-qualified defined contribution plan (collectively, the “Company 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Parent requests that the Company 401(k) Plan be terminated, the Company shall provide Parent with evidence that such Plan has been terminated (the form and substance of which shall be subject to review and approval by Parent) not later than the day immediately preceding the Effective Time. Upon the distribution of the assets in the accounts under the Company 401(k) Plan to the participants, Parent shall permit the Continuing Employees who are then actively employed by Parent or its Subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), in the form of cash, from the Company 401(k) Plan to the applicable tax-qualified defined contribution plans of Parent or its Subsidiaries. (e) Except as permitted pursuant to Section 10.1, prior to making any broad-based communications (written or oral) to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and the Company shall consider any such comments in good faith. (f) Nothing contained in this Section 7.4 (whether express or implied) shall (i) create or confer any rights, remedies or claims upon any employee of the Company or any of its Affiliates or any right of employment or engagement or continued employment or engagement or any particular term or condition of employment or engagement for any Company Employee or any other Person, (ii) be considered or deemed to establish, amend, or modify any Employee Plan or any other benefit or compensation plan, program, policy, agreement, arrangement, or Contract, (iii) prohibit or limit the ability of Parent or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement, or contract at any time assumed, established, sponsored or maintained by any of them or (iv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.