Common use of ERISA Section 4044 Transfer Clause in Contracts

ERISA Section 4044 Transfer. (i) As of the Pension Split Date, Baxalta shall cause the Baxalta Pension Plan to accept all Assets and assume all Liabilities under the Baxter Pension Plan for Transferred Employees (other than Post-Distribution Baxalta Employees) (including Assets and Liabilities in respect of beneficiaries and alternate payees) and the Baxter Pension Plan shall transfer all such Assets and be relieved of such Liabilities; provided that, if any such Assets or Liabilities are transferred to the Baxalta Pension Plan on or prior to the Distribution Date in respect of any participant who does not become a Transferred Employee as of the Distribution Date, Baxter and Baxalta shall cause such Assets and Liabilities to be promptly returned to (and assumed by) the Baxter Pension Plan (effective as of the Distribution Date), with Assets and Liabilities in respect of employees who are not Transferred Employees as of the Distribution Date to be transferred to the Baxalta Pension Plan only to the extent set forth in Section 3.01(b)(ii). The amount of Assets to be transferred from the Baxter Pension Plan to the Baxalta Pension Plan in such transfer (or transfers) shall be determined as of the Pension Split Date in accordance with, and shall comply with, Code Section 414(l) and, to the extent deemed applicable by the Parties, ERISA Section 4044. Assumptions used to determine the value (or amount) of the Assets to be transferred shall be the safe harbor assumptions specified for valuing benefits in trusteed plans under Department of Labor Regulations Section 4044.51-57 and, to the extent not so specified, shall be based on the assumptions used in the annual valuation report most recently prepared prior to the transfer by the actuary for the Baxter Pension Plan. The transfer amount described above shall be credited or debited, to the extent applicable, with a pro rata share of the actual investment earnings or losses allocable to the transfer amount for the period between the Pension Split Date (or such earlier transfer date) and an assessment date set by Baxter that is as close as practicable, taking into account the timing and reporting of valuation of assets in the trust or trusts described in the Xxxxxx International Inc. and Subsidiaries Pension Trust Agreement, to the date upon which Assets equal in value to the transfer amount are actually transferred from the Baxter Pension Plan to the Baxalta Pension Plan. The ultimate transfer amount shall be credited or debited by the actual investment earnings or losses from the payment date to the assessment date set by Baxter above. In addition, during this period, Baxalta will be responsible for a pro rata share of trustee and administration fees attributable to the Baxalta Pension Plan assets that remain in the Baxter Pension Plan. The funding balances and shortfall amortization installments shall be divided among the Baxter Pension Plan and the Baxalta Pension Plan based on the guidance provided in Revenue Ruling 81-212 and 86-47. (ii) As indicated in Section 3.01(b)(i), the Parties anticipate that the Baxalta Pension Plan accept Assets and assume all Liabilities under the Baxter Pension Plan for Transferred Employees on or prior to the Distribution Date. Notwithstanding such transfer and assumption on or prior to the Distribution Date, the Parties acknowledge and agree that adjustments (including of the type described in Section 3.01(b)(i)) may be necessary after the Distribution Date to finalize the intent of Section 3.01(b)(i). Any such adjustments (including the transfer and assumption of Assets and Liabilities in respect thereof) will, unless the Parties have determined that the amount is significant enough to require earlier discussion, be made on or about December 31, 2015. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i) and shall be subject to the applicable provisions of Section 3.01(b)(i). (iii) If a participant in the Baxter Pension Plan who is scheduled to become a Transferred Employee terminates employment after the Pension Split Date, but before such participant’s Transfer Date, such participant’s benefit will be paid entirely by the Baxter Pension Plan (and shall include any compensation paid and service earned after the Pension Split Date) and, to the extent such benefit was taken into account in determining the amount of Assets transferred to the Baxalta Pension Plan, an appropriate adjustment shall be made. If a Transferred Employee terminates from the Baxalta Group after such Transferred Employee’s Transfer Date, but before the transfer of Assets is completed, such Transferred Employee’s benefit may initially be paid by the Baxter Pension Plan, but shall be paid by the Baxalta Pension Plan after the Asset transfer is completed, with any payment made by the Baxter Pension Plan in accordance with this sentence credited against the amount transferred to the Baxalta Pension Plan. (iv) Periodically, at such times as agreed upon by the Parties after the initial transfer described in Section 3.01(b)(i), Baxalta shall cause the Baxalta Pension Plan to receive Assets and assume all Liabilities under the Baxter Pension Plan with respect to Post-Distribution Baxalta Employees who become Transferred Employees (including Assets and Liabilities in respect of beneficiaries and/or alternate payees) and the Baxter Pension Plan shall transfer all such Assets and be relieved of such Liabilities. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i).

ERISA Section 4044 Transfer. (i) As of the Pension Split Date, Baxalta shall cause the Baxalta Pension Plan to accept all Assets and assume all Liabilities under the Baxter Pension Plan for Transferred Employees (other than Post-Distribution Baxalta Employees) (including Assets and Liabilities in respect of beneficiaries and alternate payees) and the Baxter Pension Plan shall transfer all such Assets and be relieved of such Liabilities; provided that, if any such Assets or Liabilities are transferred to the Baxalta Pension Plan on or prior to the Distribution Date in respect of any participant who does not become a Transferred Employee as of the Distribution Date, Baxter and Baxalta shall cause such Assets and Liabilities to be promptly returned to (and assumed by) the Baxter Pension Plan (effective as of the Distribution Date), with Assets and Liabilities in respect of employees who are not Transferred Employees as of the Distribution Date to be transferred to the Baxalta Pension Plan only to the extent set forth in Section 3.01(b)(ii). The amount of Assets assets to be transferred from the Baxter Pension Plan Abbott ARP to the Baxalta Pension Plan in such transfer (or transfers) Hospira ARP shall be determined as of the Pension Split Distribution Date in accordance with, with Section 4044 of ERISA and shall comply with, Code Section in all respects with Sections 414(l) and, to the extent deemed applicable by the Parties, ERISA Section 4044. Assumptions used to determine the value (or amount) of the Assets to be transferred shall be the safe harbor assumptions specified for valuing benefits in trusteed plans under Department Code. Assumptions not specifically dictated by Section 4044 of Labor Regulations Section 4044.51-57 and, to the extent not so specified, ERISA shall be based on the assumptions used in the annual valuation report most recently prepared prior by Xxxxxx Associates entitled Actuarial Report Xxxxxx Laboratories Annuity Retirement Plan as of January 1, 2003 (signed October 2003). The Hospira ARP shall receive a pro-rata share of any contributions made to the transfer by Abbott ARP after the actuary Distribution Date but on behalf of the 2003 plan year. The pro-rata share of the contributions for the Baxter Pension PlanHospira ARP shall be determined as if the 2003 plan year contribution had been part of the Abbott ARP’s assets at the time the asset allocation was performed. The transfer amount described above shall be credited or debited, to the extent as applicable, with a pro rata share of the actual investment earnings or losses allocable to the transfer amount for the period between the Pension Split Distribution Date (or such earlier transfer date) and an assessment date set by Baxter Abbott that is as close as practicable, taking into account the timing and reporting of valuation of assets in the trust or trusts described in the Xxxxxx International Inc. and Subsidiaries Pension Trust Agreement, no more than ten (10) days prior to the date upon which Assets equal in value to the transfer amount assets are actually transferred from the Baxter Pension Plan Abbott ARP to the Baxalta Pension PlanHospira ARP. During this time, benefits for U.S. Transferred Employees who terminate employment with the Hospira Group shall be paid from the Abbott ARP. The ultimate transfer amount shall be reduced by the amount of these benefits and credited or debited by the actual investment earnings or losses from the payment date to the assessment date set by Baxter Abbott above. In addition, during this periodtime, Baxalta Hospira will be responsible for a pro rata share of trustee and administration fees attributable to the Baxalta Pension Plan assets that remain extent included in the Baxter Pension PlanAbbott ARP’s trust expenses. The entries in the Abbott ARP funding balances and shortfall amortization installments standard account shall be divided among between the Baxter Pension Plan and the Baxalta Pension Plan two plans based on the guidance provided in Revenue Ruling 81-212 and 86-47212. (ii) As indicated in Section 3.01(b)(i), the Parties anticipate that the Baxalta Pension Plan accept Assets and assume all Liabilities under the Baxter Pension Plan for Transferred Employees on or prior to the Distribution Date. Notwithstanding such transfer and assumption on or prior to the Distribution Date, the Parties acknowledge and agree that adjustments (including of the type described in Section 3.01(b)(i)) may be necessary after the Distribution Date to finalize the intent of Section 3.01(b)(i). Any such adjustments (including the transfer and assumption of Assets and Liabilities in respect thereof) will, unless the Parties have determined that the amount is significant enough to require earlier discussion, be made on or about December 31, 2015. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i) and shall be subject to the applicable provisions of Section 3.01(b)(i). (iii) If a participant in the Baxter Pension Plan who is scheduled to become a Transferred Employee terminates employment after the Pension Split Date, but before such participant’s Transfer Date, such participant’s benefit will be paid entirely by the Baxter Pension Plan (and shall include any compensation paid and service earned after the Pension Split Date) and, to the extent such benefit was taken into account in determining the amount of Assets transferred to the Baxalta Pension Plan, an appropriate adjustment shall be made. If a Transferred Employee terminates from the Baxalta Group after such Transferred Employee’s Transfer Date, but before the transfer of Assets is completed, such Transferred Employee’s benefit may initially be paid by the Baxter Pension Plan, but shall be paid by the Baxalta Pension Plan after the Asset transfer is completed, with any payment made by the Baxter Pension Plan in accordance with this sentence credited against the amount transferred to the Baxalta Pension Plan. (iv) Periodically, at such times as agreed upon by the Parties after the initial transfer described in Section 3.01(b)(i), Baxalta shall cause the Baxalta Pension Plan to receive Assets and assume all Liabilities under the Baxter Pension Plan with respect to Post-Distribution Baxalta Employees who become Transferred Employees (including Assets and Liabilities in respect of beneficiaries and/or alternate payees) and the Baxter Pension Plan shall transfer all such Assets and be relieved of such Liabilities. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i).

ERISA Section 4044 Transfer. (i) As of the Pension Split Date, Baxalta shall cause the Baxalta Pension Plan to accept all Assets and assume all Liabilities under the Baxter Pension Plan for Transferred Employees (other than Post-Distribution Baxalta Employees) (including Assets and Liabilities in respect of beneficiaries and alternate payees) and the Baxter Pension Plan shall transfer all such Assets and be relieved of such Liabilities; provided that, if any such Assets or Liabilities are transferred to the Baxalta Pension Plan on or prior to the Distribution Date in respect of any participant who does not become a Transferred Employee as of the Distribution Date, Baxter and Baxalta shall cause such Assets and Liabilities to be promptly returned to (and assumed by) the Baxter Pension Plan (effective as of the Distribution Date), with Assets and Liabilities in respect of employees who are not Transferred Employees as of the Distribution Date to be transferred to the Baxalta Pension Plan only to the extent set forth in Section 3.01(b)(ii). The amount of Assets assets to be transferred from the Baxter Pension Plan Abbott ARP to the Baxalta Pension Plan in such transfer (or transfers) Hospira ARP shall be determined as of the Pension Split Distribution Date in accordance with, with Section 4044 of ERISA and shall comply with, Code Section in all respects with Sections 414(l) and, to the extent deemed applicable by the Parties, ERISA Section 4044. Assumptions used to determine the value (or amount) of the Assets to be transferred shall be the safe harbor assumptions specified for valuing benefits in trusteed plans under Department Code. Assumptions not specifically dictated by Section 4044 of Labor Regulations Section 4044.51-57 and, to the extent not so specified, ERISA shall be based on the assumptions used in the annual valuation report most recently prepared prior by Xxxxxx Associates entitled Actuarial Report Xxxxxx Laboratories Annuity Retirement Plan as of January 1, 2003 (signed October 2003). The Hospira ARP shall receive a pro-rata 15 <Page> share of any contributions made to the transfer by Abbott ARP after the actuary Distribution Date but on behalf of the 2003 plan year. The pro-rata share of the contributions for the Baxter Pension PlanHospira ARP shall be determined as if the 2003 plan year contribution had been part of the Abbott ARP's assets at the time the asset allocation was performed. The transfer amount described above shall be credited or debited, to the extent as applicable, with a pro rata share of the actual investment earnings or losses allocable to the transfer amount for the period between the Pension Split Distribution Date (or such earlier transfer date) and an assessment date set by Baxter Abbott that is as close as practicable, taking into account the timing and reporting of valuation of assets in the trust or trusts described in the Xxxxxx International Inc. and Subsidiaries Pension Trust Agreement, no more than ten (10) days prior to the date upon which Assets equal in value to the transfer amount assets are actually transferred from the Baxter Pension Plan Abbott ARP to the Baxalta Pension PlanHospira ARP. During this time, benefits for U.S. Transferred Employees who terminate employment with the Hospira Group shall be paid from the Abbott ARP. The ultimate transfer amount shall be reduced by the amount of these benefits and credited or debited by the actual investment earnings or losses from the payment date to the assessment date set by Baxter Abbott above. In addition, during this periodtime, Baxalta Hospira will be responsible for a pro rata share of trustee and administration fees attributable to the Baxalta Pension Plan assets that remain extent included in the Baxter Pension PlanAbbott ARP's trust expenses. The entries in the Abbott ARP funding balances and shortfall amortization installments standard account shall be divided among between the Baxter Pension Plan and the Baxalta Pension Plan two plans based on the guidance provided in Revenue Ruling 81-212 and 86-47212. (ii) As indicated in Section 3.01(b)(i), the Parties anticipate that the Baxalta Pension Plan accept Assets and assume all Liabilities under the Baxter Pension Plan for Transferred Employees on or prior to the Distribution Date. Notwithstanding such transfer and assumption on or prior to the Distribution Date, the Parties acknowledge and agree that adjustments (including of the type described in Section 3.01(b)(i)) may be necessary after the Distribution Date to finalize the intent of Section 3.01(b)(i). Any such adjustments (including the transfer and assumption of Assets and Liabilities in respect thereof) will, unless the Parties have determined that the amount is significant enough to require earlier discussion, be made on or about December 31, 2015. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i) and shall be subject to the applicable provisions of Section 3.01(b)(i). (iii) If a participant in the Baxter Pension Plan who is scheduled to become a Transferred Employee terminates employment after the Pension Split Date, but before such participant’s Transfer Date, such participant’s benefit will be paid entirely by the Baxter Pension Plan (and shall include any compensation paid and service earned after the Pension Split Date) and, to the extent such benefit was taken into account in determining the amount of Assets transferred to the Baxalta Pension Plan, an appropriate adjustment shall be made. If a Transferred Employee terminates from the Baxalta Group after such Transferred Employee’s Transfer Date, but before the transfer of Assets is completed, such Transferred Employee’s benefit may initially be paid by the Baxter Pension Plan, but shall be paid by the Baxalta Pension Plan after the Asset transfer is completed, with any payment made by the Baxter Pension Plan in accordance with this sentence credited against the amount transferred to the Baxalta Pension Plan. (iv) Periodically, at such times as agreed upon by the Parties after the initial transfer described in Section 3.01(b)(i), Baxalta shall cause the Baxalta Pension Plan to receive Assets and assume all Liabilities under the Baxter Pension Plan with respect to Post-Distribution Baxalta Employees who become Transferred Employees (including Assets and Liabilities in respect of beneficiaries and/or alternate payees) and the Baxter Pension Plan shall transfer all such Assets and be relieved of such Liabilities. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i).

ERISA Section 4044 Transfer. (i) As of the Pension Split Distribution Date, Baxalta AbbVie shall cause the Baxalta AbbVie Pension Plan to accept all Assets and assume all EMA Liabilities under the Baxter Pension Plan Abbott ARP for Transferred Employees (other than Post-Distribution Baxalta AbbVie Employees) and AbbVie LTD Participants (including Assets and EMA Liabilities in respect of beneficiaries and and/or alternate payees) and the Baxter Pension Plan Abbott ARP shall transfer all such Assets and be relieved of such EMA Liabilities; provided that, if any such Assets or Liabilities are transferred to the Baxalta Pension Plan on or prior to the Distribution Date in respect of any participant who does not become a Transferred Employee as of the Distribution Date, Baxter and Baxalta shall cause such Assets and Liabilities to be promptly returned to (and assumed by) the Baxter Pension Plan (effective as of the Distribution Date), with Assets and Liabilities in respect of employees who are not Transferred Employees as of the Distribution Date to be transferred to the Baxalta Pension Plan only to the extent set forth in Section 3.01(b)(ii). The amount of Assets to be transferred from the Baxter Pension Plan Abbott ARP to the Baxalta AbbVie Pension Plan in such transfer (or transfers) shall be determined as of the Pension Split Distribution Date in accordance with, and shall comply with, Code Section 414(l) and, to the extent deemed applicable by the Parties, ERISA Section 4044, and shall take into account the transfer (or transfers) of Assets described in Section 3.02(b). Assumptions used to determine the value (or amount) of the Assets to be transferred shall be the safe harbor assumptions specified for valuing benefits in trusteed plans under Department of Labor Regulations Section 4044.51-57 and, to the extent not so specified, shall be based on the assumptions used in the annual valuation report most recently prepared prior to the transfer by the actuary for the Baxter Pension PlanAbbott ARP. The transfer amount described above shall be credited or debited, to the extent as applicable, with a pro rata share of the actual investment earnings or losses allocable to the transfer amount for the period between the Pension Split Distribution Date (or such earlier transfer date) and an assessment date set by Baxter Abbott that is as close as practicable, taking into account the timing and reporting of valuation of assets in the trust or trusts described in the Xxxxxx International Inc. and Subsidiaries Pension Trust AgreementAbbott Trust, to the date upon which Assets equal in value to the transfer amount are actually transferred from the Baxter Pension Plan Abbott ARP to the Baxalta AbbVie Pension Plan. During the time prior to such transfer, benefits for Transferred Employees who terminate employment with the AbbVie Group and for AbbVie LTD Participants shall be paid from the Abbott ARP. The ultimate transfer amount shall be reduced by the amount of these benefits and credited or debited by the actual investment earnings or losses from the payment date to the assessment date set by Baxter Abbott above. In addition, during this period, Baxalta AbbVie will be responsible for a pro rata share of trustee and administration fees attributable to the Baxalta AbbVie Pension Plan assets that remain in the Baxter Pension PlanAbbott ARP. The entries in the Abbott ARP funding balances and shortfall amortization installments standard account shall be divided among the Baxter Abbott ARP, the AbbVie Pension Plan Plan, and the Baxalta Pension Plan Xxxxxx-AbbVie MEPP based on the guidance provided in Revenue Ruling 81-212 and 86-47. (ii) As indicated Periodically, at such times as agreed upon by the Parties after the transfer(s) described in Section 3.01(b)(i), (A) AbbVie shall cause the Parties anticipate that the Baxalta AbbVie Pension Plan accept to receive Assets and assume all EMA Liabilities under the Baxter Pension Plan Abbott ARP for Transferred Post-Distribution AbbVie Employees on or prior and other Employees who cease to the Distribution Date. Notwithstanding such transfer and assumption on or prior to the Distribution Date, the Parties acknowledge and agree that adjustments (including of the type described in Section 3.01(b)(i)) may be necessary employed by Abbott after the Distribution Date to finalize and become employed by AbbVie during the intent of Section 3.01(b)(i). Any such adjustments Transition Period (including the transfer and assumption of Assets and EMA Liabilities in respect thereofof beneficiaries and/or alternate payees) willand the Abbott ARP shall transfer all such Assets and be relieved of such EMA Liabilities, unless and (B) Abbott shall cause the Parties have determined that Abbott ARP to receive Assets and assume all EMA Liabilities under the amount is significant enough AbbVie Pension Plan for Employees who cease to require earlier discussion, be made on or about December 31, 2015employed by AbbVie after the Distribution Date and become employed by Abbott during the Transition Period (including Assets and EMA Liabilities in respect of beneficiaries and/or alternate payees) and the AbbVie Pension Plan shall transfer all such Assets and be relieved of such EMA Liabilities. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i) and shall be subject to the applicable provisions of Section 3.01(b)(i). (iii) If a participant in the Baxter Pension Plan who is scheduled to become a Transferred Employee terminates employment after the Pension Split Date, but before such participant’s Transfer Date, such participant’s benefit will be paid entirely by the Baxter Pension Plan (and shall include any compensation paid and service earned after the Pension Split Date) and, to the extent such benefit was taken into account in determining the amount of Assets transferred to the Baxalta Pension Plan, an appropriate adjustment shall be made. If a Transferred Employee terminates from the Baxalta Group after such Transferred Employee’s Transfer Date, but before the transfer of Assets is completed, such Transferred Employee’s benefit may initially be paid by the Baxter Pension Plan, but shall be paid by the Baxalta Pension Plan after the Asset transfer is completed, with any payment made by the Baxter Pension Plan in accordance with this sentence credited against the amount transferred to the Baxalta Pension Plan. (iv) Periodically, at such times as agreed upon by the Parties after the initial transfer described in Section 3.01(b)(i), Baxalta shall cause the Baxalta Pension Plan to receive Assets and assume all Liabilities under the Baxter Pension Plan with respect to Post-Distribution Baxalta Employees who become Transferred Employees (including Assets and Liabilities in respect of beneficiaries and/or alternate payees) and the Baxter Pension Plan shall transfer all such Assets and be relieved of such Liabilities. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i).

ERISA Section 4044 Transfer. (i) As of the Pension Split Distribution Date, Baxalta AbbVie shall cause the Baxalta AbbVie Pension Plan to accept all Assets and assume all Liabilities under the Baxter Pension Plan Abbott ARP for Transferred Employees (other than Post-Distribution Baxalta AbbVie Employees) and AbbVie LTD Participants (including Assets and Liabilities in respect of beneficiaries and and/or alternate payees) and the Baxter Pension Plan Abbott ARP shall transfer all such Assets and be relieved of such Liabilities; provided that, if any such Assets or Liabilities are transferred to the Baxalta Pension Plan on or prior to the Distribution Date in respect of any participant who does not become a Transferred Employee as of the Distribution Date, Baxter and Baxalta shall cause such Assets and Liabilities to be promptly returned to (and assumed by) the Baxter Pension Plan (effective as of the Distribution Date), with Assets and Liabilities in respect of employees who are not Transferred Employees as of the Distribution Date to be transferred to the Baxalta Pension Plan only to the extent set forth in Section 3.01(b)(ii). The amount of Assets to be transferred from the Baxter Pension Plan Abbott ARP to the Baxalta AbbVie Pension Plan in such transfer (or transfers) shall be determined as of the Pension Split Distribution Date in accordance with, and shall comply with, Code Section 414(l) and, to the extent deemed applicable by the Parties, ERISA Section 4044, and shall take into account the transfer (or transfers) of Assets described in Section 3.02(b). Assumptions used to determine the value (or amount) of the Assets to be transferred shall be the safe harbor assumptions specified for valuing benefits in trusteed plans under Department of Labor Regulations Section 4044.51-57 and, to the extent not so specified, shall be based on the assumptions used in the annual valuation report most recently prepared prior to the transfer by the actuary for the Baxter Pension PlanAbbott ARP. The transfer amount described above shall be credited or debited, to the extent as applicable, with a pro rata share of the actual investment earnings or losses allocable to the transfer amount for the period between the Pension Split Distribution Date (or such earlier transfer date) and an assessment date set by Baxter Abbott that is as close as practicable, taking into account the timing and reporting of valuation of assets in the trust or trusts described in the Xxxxxx International Inc. and Subsidiaries Pension Trust AgreementAbbott Trust, to the date upon which Assets equal in value to the transfer amount are actually transferred from the Baxter Pension Plan Abbott ARP to the Baxalta AbbVie Pension Plan. During the time prior to such transfer, benefits for Transferred Employees who terminate employment with the AbbVie Group and for AbbVie LTD Participants shall be paid from the Abbott ARP. The ultimate transfer amount shall be reduced by the amount of these benefits and credited or debited by the actual investment earnings or losses from the payment date to the assessment date set by Baxter Abbott above. In addition, during this period, Baxalta AbbVie will be responsible for a pro rata share of trustee and administration fees attributable to the Baxalta AbbVie Pension Plan assets that remain in the Baxter Pension PlanAbbott ARP. The entries in the Abbott ARP funding balances and shortfall amortization installments standard account shall be divided among the Baxter Abbott ARP, the AbbVie Pension Plan Plan, and the Baxalta Pension Plan Xxxxxx-AbbVie MEPP based on the guidance provided in Revenue Ruling 81-212 and 86-47. (ii) As indicated Periodically, at such times as agreed upon by the Parties after the transfer(s) described in Section 3.01(b)(i), (A) AbbVie shall cause the Parties anticipate that the Baxalta AbbVie Pension Plan accept to receive Assets and assume all Liabilities under the Baxter Pension Plan Abbott ARP for Transferred Post-Distribution AbbVie Employees on or prior and other Employees who cease to the Distribution Date. Notwithstanding such transfer and assumption on or prior to the Distribution Date, the Parties acknowledge and agree that adjustments (including of the type described in Section 3.01(b)(i)) may be necessary employed by Abbott after the Distribution Date to finalize and become employed by AbbVie during the intent of Section 3.01(b)(i). Any such adjustments Transition Period (including the transfer and assumption of Assets and Liabilities in respect thereofof beneficiaries and/or alternate payees) willand the Abbott ARP shall transfer all such Assets and be relieved of such Liabilities, unless and (B) Abbott shall cause the Parties have determined that Abbott ARP to receive Assets and assume all Liabilities under the amount is significant enough AbbVie Pension Plan for Employees who cease to require earlier discussion, be made on or about December 31, 2015employed by AbbVie after the Distribution Date and become employed by Abbott during the Transition Period (including Assets and Liabilities in respect of beneficiaries and/or alternate payees) and the AbbVie Pension Plan shall transfer all such Assets and be relieved of such Liabilities. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i) and shall be subject to the applicable provisions of Section 3.01(b)(i). (iii) If a participant in the Baxter Pension Plan who is scheduled to become a Transferred Employee terminates employment after the Pension Split Date, but before such participant’s Transfer Date, such participant’s benefit will be paid entirely by the Baxter Pension Plan (and shall include any compensation paid and service earned after the Pension Split Date) and, to the extent such benefit was taken into account in determining the amount of Assets transferred to the Baxalta Pension Plan, an appropriate adjustment shall be made. If a Transferred Employee terminates from the Baxalta Group after such Transferred Employee’s Transfer Date, but before the transfer of Assets is completed, such Transferred Employee’s benefit may initially be paid by the Baxter Pension Plan, but shall be paid by the Baxalta Pension Plan after the Asset transfer is completed, with any payment made by the Baxter Pension Plan in accordance with this sentence credited against the amount transferred to the Baxalta Pension Plan. (iv) Periodically, at such times as agreed upon by the Parties after the initial transfer described in Section 3.01(b)(i), Baxalta shall cause the Baxalta Pension Plan to receive Assets and assume all Liabilities under the Baxter Pension Plan with respect to Post-Distribution Baxalta Employees who become Transferred Employees (including Assets and Liabilities in respect of beneficiaries and/or alternate payees) and the Baxter Pension Plan shall transfer all such Assets and be relieved of such Liabilities. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i).

ERISA Section 4044 Transfer. (i) As of the Pension Split DateEffective Time, Baxalta SpinCo shall cause the Baxalta SpinCo Pension Plan to accept all Assets and assume all Liabilities under the Baxter Rayonier Pension Plan for Transferred SpinCo Group Employees (other than Post-Distribution Baxalta Employees) and Former SpinCo Group Employees and the SpinCo Pension Trust to accept Assets with respect to such assumed Liabilities (including Assets and Liabilities in respect of beneficiaries and and/or alternate payees) and the Baxter Rayonier Pension Trust shall transfer such Assets to the SpinCo Pension Trust and the Rayonier Pension Plan and the Rayonier Group shall transfer all such Assets and be relieved of such Liabilities; provided that, if any such Assets or Liabilities are transferred to the Baxalta Pension Plan on or prior to the Distribution Date in respect of any participant who does not become a Transferred Employee as of the Distribution Date, Baxter and Baxalta shall cause such Assets and Liabilities to be promptly returned to (and assumed by) the Baxter Pension Plan (effective as of the Distribution Date), with Assets and Liabilities in respect of employees who are not Transferred Employees as of the Distribution Date to be transferred to the Baxalta Pension Plan only to the extent set forth in Section 3.01(b)(ii). .The amount of Assets (whether in cash or kind, as determined by Rayonier) to be transferred from the Baxter Rayonier Pension Plan Trust to the Baxalta SpinCo Pension Plan Trust in such transfer (or transfers) shall be determined as of the Pension Split Distribution Date in accordance with, and shall comply with, Code Section 414(l) of the Code and, to the extent deemed applicable by the Parties, ERISA Section 4044. Assumptions used to determine the value (or amount) of the Assets to be transferred shall be the safe harbor assumptions specified for valuing benefits in trusteed plans under Department of Labor Regulations Section 4044.51-57 and, to the extent not so specified, shall be based on the assumptions used in the annual valuation report to determine minimum funding requirements most recently prepared prior to before the transfer by the actuary for the Baxter Rayonier Pension Plan. The transfer amount described above shall be credited or debited, to the extent as applicable, with a pro rata share of the actual investment earnings or losses allocable to the transfer amount for the period between the Pension Split Distribution Date (or such earlier transfer date) and an assessment date set by Baxter Rayonier that is as close as practicable, taking into account the timing and reporting of valuation of assets Assets in the trust or trusts described in the Xxxxxx International Inc. and Subsidiaries Rayonier Pension Trust AgreementTrust, to the date upon which Assets equal in value to the transfer amount are actually transferred from the Baxter Rayonier Pension Plan Trust to the Baxalta SpinCo Pension PlanTrust. During the time before such transfer, benefits for SpinCo Group Employees who terminate employment with the SpinCo Group shall be paid from the Rayonier Pension Trust. The ultimate transfer amount shall be reduced by the amount of these benefits and credited or debited by the actual investment earnings or losses from the payment date to the assessment date set by Baxter Rayonier above. In addition, during this period, Baxalta SpinCo will be responsible for a pro rata share of trustee and administration fees attributable to the Baxalta Assets of the SpinCo Pension Plan assets that remain in the Baxter Rayonier Pension PlanTrust. The entries in the Rayonier Pension Plan funding balances and shortfall amortization installments standard account shall be divided among between the Baxter Rayonier Pension Plan and the Baxalta SpinCo Pension Plan based on the guidance provided in Revenue Ruling Rulings 81-212 and 86-47. (ii) As indicated in Section 3.01(b)(i), the Parties anticipate that the Baxalta Pension Plan accept Assets and assume all Liabilities under the Baxter Pension Plan for Transferred Employees on or prior to the Distribution Date. Notwithstanding such transfer and assumption on or prior to the Distribution Date, the Parties acknowledge and agree that adjustments (including of the type described in Section 3.01(b)(i)) may be necessary after the Distribution Date to finalize the intent of Section 3.01(b)(i). Any such adjustments (including the transfer and assumption of Assets and Liabilities in respect thereof) will, unless the Parties have determined that the amount is significant enough to require earlier discussion, be made on or about December 31, 2015. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i) and shall be subject to the applicable provisions of Section 3.01(b)(i). (iii) If a participant in the Baxter Pension Plan who is scheduled to become a Transferred Employee terminates employment after the Pension Split Date, but before such participant’s Transfer Date, such participant’s benefit will be paid entirely by the Baxter Pension Plan (and shall include any compensation paid and service earned after the Pension Split Date) and, to the extent such benefit was taken into account in determining the amount of Assets transferred to the Baxalta Pension Plan, an appropriate adjustment shall be made. If a Transferred Employee terminates from the Baxalta Group after such Transferred Employee’s Transfer Date, but before the transfer of Assets is completed, such Transferred Employee’s benefit may initially be paid by the Baxter Pension Plan, but shall be paid by the Baxalta Pension Plan after the Asset transfer is completed, with any payment made by the Baxter Pension Plan in accordance with this sentence credited against the amount transferred to the Baxalta Pension Plan. (iv) Periodically, at such times as agreed upon by the Parties after the initial transfer described in Section 3.01(b)(i), Baxalta shall cause the Baxalta Pension Plan to receive Assets and assume all Liabilities under the Baxter Pension Plan with respect to Post-Distribution Baxalta Employees who become Transferred Employees (including Assets and Liabilities in respect of beneficiaries and/or alternate payees) and the Baxter Pension Plan shall transfer all such Assets and be relieved of such Liabilities. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i).

ERISA Section 4044 Transfer. (i) As of the Pension Split Distribution Date, Baxalta the Parties shall cause the Baxalta Pension Plan Xxxxxx-AbbVie MEPP to accept all Assets and assume all Liabilities under the Baxter Pension Plan Abbott ARP for Transferred Former Employees (other than Post-LTD Participants) who were participating in the Abbott ARP as of immediately prior to the Distribution Baxalta Employees) Date (including Assets and Liabilities in respect of beneficiaries and and/or alternate payeespayees established in relation to such Former Employees) and the Baxter Pension Plan Abbott ARP shall transfer all such Assets and be relieved of such Liabilities; provided that, if any such Assets or Liabilities are transferred to the Baxalta Pension Plan on or prior to the Distribution Date in respect of any participant who does not become a Transferred Employee as of the Distribution Date, Baxter and Baxalta shall cause such Assets and Liabilities to be promptly returned to (and assumed by) the Baxter Pension Plan (effective as of the Distribution Date), with Assets and Liabilities in respect of employees who are not Transferred Employees as of the Distribution Date to be transferred to the Baxalta Pension Plan only to the extent set forth in Section 3.01(b)(ii). The amount of Assets to be transferred from the Baxter Pension Plan Abbott ARP to the Baxalta Pension Plan Xxxxxx-AbbVie MEPP in such transfer (or transfers) shall be determined as of the Pension Split Distribution Date in accordance with, and shall comply with, Code Section 414(l) and, to the extent deemed applicable by the Parties, ERISA Section 4044, and shall take into account the transfer (or transfers) of Assets described in Section 3.01(b). Assumptions used to determine the value (or amount) of the Assets to be transferred shall be the safe harbor assumptions specified for valuing benefits in trusteed plans under Department of Labor Regulations Section 4044.51-57 and, to the extent not so specified, shall be based on the assumptions used in the annual valuation report most recently prepared prior to the transfer by the actuary for the Baxter Pension PlanAbbott ARP. The transfer amount described above shall be credited or debited, to the extent as applicable, with a pro rata share of the actual investment earnings or losses allocable to the transfer amount for the period between the Pension Split Distribution Date (or such earlier transfer date) and an assessment date set by Baxter Abbott that is as close as practicable, taking into account the timing and reporting of valuation of assets in the trust or trusts described in the Xxxxxx International Inc. and Subsidiaries Pension Trust AgreementAbbott Trust, to the date upon which Assets are equal in value to the transfer amount are actually transferred from the Baxter Pension Plan Abbott ARP to the Baxalta Pension PlanXxxxxx-AbbVie MEPP. During the time prior to such transfer, benefits for Former Employees shall be paid from the Abbott ARP. The ultimate transfer amount shall be reduced by the amount of these benefits payable to Former Employees who are not LTD Participants and credited or debited by the actual investment earnings or losses from the payment date to the assessment date set by Baxter Abbott above. In addition, during this period, Baxalta each Party will be responsible for a pro rata share of trustee and administration fees attributable to the Baxalta Pension Plan Xxxxxx-AbbVie MEPP assets that remain in the Baxter Pension PlanAbbott ARP. The entries in the Abbott ARP funding balances and shortfall amortization installments standard account shall be divided among the Baxter Abbott ARP, the AbbVie Pension Plan Plan, and the Baxalta Pension Plan Xxxxxx-AbbVie MEPP based on the guidance provided in Revenue Ruling Rulings 81-212 and 86-47. (ii) As indicated in Section 3.01(b)(i), the Parties anticipate that the Baxalta Pension Plan accept Assets and assume all Liabilities under the Baxter Pension Plan for Transferred Employees on or prior to the Distribution Date. Notwithstanding such transfer and assumption on or prior to the Distribution Date, the Parties acknowledge and agree that adjustments (including of the type described in Section 3.01(b)(i)) may be necessary after the Distribution Date to finalize the intent of Section 3.01(b)(i). Any such adjustments (including the transfer and assumption of Assets and Liabilities in respect thereof) will, unless the Parties have determined that the amount is significant enough to require earlier discussion, be made on or about December 31, 2015. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i) and shall be subject to the applicable provisions of Section 3.01(b)(i). (iii) If a participant in the Baxter Pension Plan who is scheduled to become a Transferred Employee terminates employment after the Pension Split Date, but before such participant’s Transfer Date, such participant’s benefit will be paid entirely by the Baxter Pension Plan (and shall include any compensation paid and service earned after the Pension Split Date) and, to the extent such benefit was taken into account in determining the amount of Assets transferred to the Baxalta Pension Plan, an appropriate adjustment shall be made. If a Transferred Employee terminates from the Baxalta Group after such Transferred Employee’s Transfer Date, but before the transfer of Assets is completed, such Transferred Employee’s benefit may initially be paid by the Baxter Pension Plan, but shall be paid by the Baxalta Pension Plan after the Asset transfer is completed, with any payment made by the Baxter Pension Plan in accordance with this sentence credited against the amount transferred to the Baxalta Pension Plan. (iv) Periodically, at such times as agreed upon by the Parties after the initial transfer transfer(s) described in Section 3.01(b)(i)subparagraph (i) above, Baxalta (A) AbbVie shall cause the Baxalta AbbVie Pension Plan to receive Assets and assume all Liabilities under the Baxter Pension Plan with respect to PostXxxxxx-Distribution Baxalta Employees AbbVie MEPP for participants in the Xxxxxx-AbbVie MEPP who become Transferred Employees employed by AbbVie during the Transition Period (including Assets and Liabilities in respect of beneficiaries and/or alternate payees) and the Baxter Pension Plan Xxxxxx-AbbVie MEPP shall transfer all such Assets and be relieved of such Liabilities, and (B) Abbott shall cause the Abbott ARP to receive Assets and assume all Liabilities under the Xxxxxx-AbbVie MEPP for participants in the Xxxxxx-AbbVie MEPP who become employed by Abbott during the Transition Period (including Assets and Liabilities in respect of beneficiaries and/or alternate payees) and the Xxxxxx-AbbVie MEPP shall transfer all such Assets and be relieved of such Liabilities. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i3.02(b)(i) and shall be subject to the applicable provisions of Section 3.02(b)(i).

ERISA Section 4044 Transfer. (i) As of the Pension Split Distribution Date, Baxalta the Parties shall cause the Baxalta Pension Plan Xxxxxx-AbbVie MEPP to accept all Assets and assume all EMA Liabilities under the Baxter Pension Plan Abbott ARP for Transferred Former Employees (other than Post-LTD Participants) who were participating in the Abbott ARP as of immediately prior to the Distribution Baxalta Employees) Date (including Assets and EMA Liabilities in respect of beneficiaries and and/or alternate payeespayees established in relation to such Former Employees) and the Baxter Pension Plan Abbott ARP shall transfer all such Assets and be relieved of such EMA Liabilities; provided that, if any such Assets or Liabilities are transferred to the Baxalta Pension Plan on or prior to the Distribution Date in respect of any participant who does not become a Transferred Employee as of the Distribution Date, Baxter and Baxalta shall cause such Assets and Liabilities to be promptly returned to (and assumed by) the Baxter Pension Plan (effective as of the Distribution Date), with Assets and Liabilities in respect of employees who are not Transferred Employees as of the Distribution Date to be transferred to the Baxalta Pension Plan only to the extent set forth in Section 3.01(b)(ii). The amount of Assets to be transferred from the Baxter Pension Plan Abbott ARP to the Baxalta Pension Plan Xxxxxx-AbbVie MEPP in such transfer (or transfers) shall be determined as of the Pension Split Distribution Date in accordance with, and shall comply with, Code Section 414(l) and, to the extent deemed applicable by the Parties, ERISA Section 4044, and shall take into account the transfer (or transfers) of Assets described in Section 3.01(b). Assumptions used to determine the value (or amount) of the Assets to be transferred shall be the safe harbor assumptions specified for valuing benefits in trusteed plans under Department of Labor Regulations Section 4044.51-57 and, to the extent not so specified, shall be based on the assumptions used in the annual valuation report most recently prepared prior to the transfer by the actuary for the Baxter Pension PlanAbbott ARP. The transfer amount described above shall be credited or debited, to the extent as applicable, with a pro rata share of the actual investment earnings or losses allocable to the transfer amount for the period between the Pension Split Distribution Date (or such earlier transfer date) and an assessment date set by Baxter Abbott that is as close as practicable, taking into account the timing and reporting of valuation of assets in the trust or trusts described in the Xxxxxx International Inc. and Subsidiaries Pension Trust AgreementAbbott Trust, to the date upon which Assets are equal in value to the transfer amount are actually transferred from the Baxter Pension Plan Abbott ARP to the Baxalta Pension PlanXxxxxx-AbbVie MEPP. During the time prior to such transfer, benefits for Former Employees shall be paid from the Abbott ARP. The ultimate transfer amount shall be reduced by the amount of these benefits payable to Former Employees who are not LTD Participants and credited or debited by the actual investment earnings or losses from the payment date to the assessment date set by Baxter Abbott above. In addition, during this period, Baxalta each Party will be responsible for a pro rata share of trustee and administration fees attributable to the Baxalta Pension Plan Xxxxxx-AbbVie MEPP assets that remain in the Baxter Pension PlanAbbott ARP. The entries in the Abbott ARP funding balances and shortfall amortization installments standard account shall be divided among the Baxter Abbott ARP, the AbbVie Pension Plan Plan, and the Baxalta Pension Plan Xxxxxx-AbbVie MEPP based on the guidance provided in Revenue Ruling Rulings 81-212 and 86-47. (ii) As indicated in Section 3.01(b)(i), the Parties anticipate that the Baxalta Pension Plan accept Assets and assume all Liabilities under the Baxter Pension Plan for Transferred Employees on or prior to the Distribution Date. Notwithstanding such transfer and assumption on or prior to the Distribution Date, the Parties acknowledge and agree that adjustments (including of the type described in Section 3.01(b)(i)) may be necessary after the Distribution Date to finalize the intent of Section 3.01(b)(i). Any such adjustments (including the transfer and assumption of Assets and Liabilities in respect thereof) will, unless the Parties have determined that the amount is significant enough to require earlier discussion, be made on or about December 31, 2015. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i) and shall be subject to the applicable provisions of Section 3.01(b)(i). (iii) If a participant in the Baxter Pension Plan who is scheduled to become a Transferred Employee terminates employment after the Pension Split Date, but before such participant’s Transfer Date, such participant’s benefit will be paid entirely by the Baxter Pension Plan (and shall include any compensation paid and service earned after the Pension Split Date) and, to the extent such benefit was taken into account in determining the amount of Assets transferred to the Baxalta Pension Plan, an appropriate adjustment shall be made. If a Transferred Employee terminates from the Baxalta Group after such Transferred Employee’s Transfer Date, but before the transfer of Assets is completed, such Transferred Employee’s benefit may initially be paid by the Baxter Pension Plan, but shall be paid by the Baxalta Pension Plan after the Asset transfer is completed, with any payment made by the Baxter Pension Plan in accordance with this sentence credited against the amount transferred to the Baxalta Pension Plan. (iv) Periodically, at such times as agreed upon by the Parties after the initial transfer transfer(s) described in Section 3.01(b)(i)subparagraph (i) above, Baxalta (A) AbbVie shall cause the Baxalta AbbVie Pension Plan to receive Assets and assume all EMA Liabilities under the Baxter Pension Plan with respect to PostXxxxxx-Distribution Baxalta Employees AbbVie MEPP for participants in the Xxxxxx-AbbVie MEPP who become Transferred Employees employed by AbbVie during the Transition Period (including Assets and EMA Liabilities in respect of beneficiaries and/or alternate payees) and the Baxter Pension Plan Xxxxxx-AbbVie MEPP shall transfer all such Assets and be relieved of such EMA Liabilities, and (B) Abbott shall cause the Abbott ARP to receive Assets and assume all EMA Liabilities under the Xxxxxx-AbbVie MEPP for participants in the Xxxxxx-AbbVie MEPP who become employed by Abbott during the Transition Period (including Assets and EMA Liabilities in respect of beneficiaries and/or alternate payees) and the Xxxxxx-AbbVie MEPP shall transfer all such Assets and be relieved of such EMA Liabilities. The amount of such Assets to be transferred shall be determined as provided in Section 3.01(b)(i3.02(b)(i) and shall be subject to the applicable provisions of Section 3.02(b)(i).