EX-10.4



 Exhibit 10.4 

EMPLOYEE MATTERS AGREEMENT 

BY AND BETWEEN 
 BAXTER
INTERNATIONAL INC. 
 AND 

BAXALTA INCORPORATED 

DATED AS OF JUNE 30, 2015 

EMPLOYEE MATTERS AGREEMENT 







 TABLE OF CONTENTS 

 

							
	 	    	 	  	Page	 
		
	 ARTICLE I DEFINITIONS
	  	 	1	  
	 Section 1.01
	    	 Defined Terms
	  	 	1	  
		
	 ARTICLE II GENERAL PRINCIPLES
	  	 	10	  
	 Section 2.01
	    	 Allocation of Liabilities
	  	 	10	  
	 Section 2.02
	    	 Employment with Baxalta
	  	 	12	  
	 Section 2.03
	    	 Establishment of Baxalta Plans
	  	 	13	  
	 Section 2.04
	    	 Non-Hire; Non-Solicit
	  	 	14	  
	 Section 2.05
	    	 Post-Distribution Employment in Deferred Baxalta Local Businesses
	  	 	15	  
	 Section 2.06
	    	 Collective Bargaining
	  	 	17	  
	 Section 2.07
	    	 Distributorship Model
	  	 	17	  
		
	 ARTICLE III U.S. AND PUERTO RICO QUALIFIED AND NON-QUALIFIED RETIREMENT PLANS
	  	 	17	  
	 Section 3.01
	    	 Baxalta Pension Plan
	  	 	17	  
	 Section 3.02
	    	 Incentive Investment Plan
	  	 	21	  
	 Section 3.03
	    	 Supplemental Pension Plan
	  	 	23	  
	 Section 3.04
	    	 Deferred Compensation Plan
	  	 	25	  
		
	 ARTICLE IV NON-U.S. RETIREMENT PLANS
	  	 	26	  
	 Section 4.01
	    	 Establishment of Non-U.S. Retirement Plans and Transfers of Assets and Liabilities
	  	 	26	  
	 Section 4.02
	    	 Shared Plan Model
	  	 	28	  
		
	 ARTICLE V WELFARE AND FRINGE BENEFIT PLANS
	  	 	31	  
	 Section 5.01
	    	 Health and Welfare Plans
	  	 	31	  
	 Section 5.02
	    	 COBRA and HIPAA
	  	 	34	  
	 Section 5.03
	    	 Vacation, Holidays and Leaves of Absence
	  	 	34	  
	 Section 5.04
	    	 Severance and Unemployment Compensation
	  	 	34	  
	 Section 5.05
	    	 Workers’ Compensation
	  	 	35	  
		
	 ARTICLE VI EQUITY, INCENTIVE, AND DIRECTOR AND EXECUTIVE COMPENSATION PROGRAMS
	  	 	35	  
	 Section 6.01
	    	 Equity Incentive Programs
	  	 	35	  
	 Section 6.02
	    	 Employee Stock Purchase Plan
	  	 	40	  
	 Section 6.03
	    	 Annual Bonus
	  	 	41	  
	 Section 6.04
	    	 Directors’ Plan
	  	 	41	  
	 Section 6.05
	    	 Directors’ Deferred Compensation Plan
	  	 	43	  
		
	 ARTICLE VII MISCELLANEOUS
	  	 	45	  
	 Section 7.01
	    	 Transfer of Records and Information
	  	 	45	  
	 Section 7.02
	    	 Cooperation
	  	 	45	  
	 Section 7.03
	    	 Employee Agreements
	  	 	45	  


  
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	 Section 7.04
		 Repayment Assets
		 	45	  
	 Section 7.05
		 Compliance
		 	46	  
	 Section 7.06
		 Preservation of Rights
		 	46	  
	 Section 7.07
		 Reimbursement
		 	46	  
	 Section 7.08
		 Matching Grant Plan
		 	46	  
	 Section 7.09
		 Not a Change in Control
		 	46	  
	 Section 7.10
		 Incorporation by Reference
		 	46	  
	 Section 7.11
		 Limitation on Enforcement
		 	47	  
	 Section 7.12
		 Further Assurances and Consents
		 	47	  
	 Section 7.13
		 Third Party Consent
		 	47	  
	 Section 7.14
		 Effect if Distribution Does Not Occur
		 	47	  
	 Section 7.15
		 Disputes
		 	47	  
	 Section 7.16
		 Reverse Jurisdiction
		 	48	  


  
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 This EMPLOYEE MATTERS AGREEMENT dated as of June 30, 2015, is by and between BAXTER
INTERNATIONAL INC., a Delaware corporation (“Baxter”), and BAXALTA INCORPORATED, a Delaware corporation (“Baxalta”). 

RECITALS: 
 WHEREAS, the
Baxter Board has determined that it is appropriate and advisable to separate the Baxalta Business from the Baxter Business; 
 WHEREAS, to
achieve the foregoing, the Parties have executed a Separation and Distribution Agreement which provides for, among other things, the contribution from Baxter to Baxalta of certain Assets, the assumption by Baxalta of certain Liabilities from Baxter,
the distribution by Baxter of Baxalta Common Stock to Baxter shareholders, and the execution and delivery of this Agreement and certain other agreements to facilitate and provide for the foregoing, in each case subject to the terms and conditions
set forth therein; 
 WHEREAS, the Employees of the Baxalta Business are currently employed by the Baxter Group and are expected to become
Employees of the Baxalta Group; and 
 WHEREAS, this Agreement describes the principal employment, compensation and employee benefit plan
arrangements between the Parties. 
 NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this
Agreement, the Parties hereby agree as follows: 
 AGREEMENT 

ARTICLE I 
 DEFINITIONS

 Section 1.01 Defined Terms. The following capitalized terms as used in this Agreement shall have the meaning set forth
below unless otherwise specified herein: 
 “Adjusted Baxter Award” means a Baxter Option or Baxter RSU Award, as adjusted
in accordance with Section 6.01(a). 
 “Adjusted Baxalta Stock Value” means the product obtained by multiplying
(i) the Baxalta When-Issued Price times (ii) the Distribution Ratio. 
 “Adjusted Option Value” means
(i) the Baxter Stock Value minus (ii) the per share exercise price of the Baxter Option immediately prior to the Distribution Date. 

“Affiliate” has the meaning set forth in the Separation and Distribution Agreement. 

“Agreement” means this Employee Matters Agreement and each of the Schedules hereto. 

“Applicable Closing Date” has the meaning set forth in Section 4.01(a). 







 “Asset” has the meaning set forth in the Separation and Distribution Agreement.

 “Baxalta” has the meaning set forth in the Preamble. 

“Baxalta Award” means a Baxalta Option, Baxalta PSU Award, or Baxalta RSU Award granted pursuant to Section 6.01.

 “Baxalta Benefit Plan” means, following the Distribution, each Benefit Plan sponsored by, maintained by, or contributed
to by the Baxalta Group, provided that such term shall include, following the consummation of a Local Closing Transaction, each Benefit Plan sponsored by, maintained by, or contributed to by the applicable Deferred Baxalta Local Business.

 “Baxalta Board” means the Baxalta board of directors. 

“Baxalta Business” has the meaning set forth in the Separation and Distribution Agreement. 

“Baxalta Change of Control” has the meaning set forth in Section 6.01(b). 

“Baxalta Common Stock” has the meaning set forth in the Separation and Distribution Agreement. 

“Baxalta DCP” means the Baxalta Incorporated and Subsidiaries Deferred Compensation Plan. 

“Baxalta Directors’ DCP” means the Baxalta Incorporated Directors’ Deferred Compensation Plan. 

“Baxalta Directors’ Plan” means the Baxalta Incorporated Non-Employee Director Compensation Plan. 

“Baxalta Employee” means any Employee who is (i) employed by the Baxalta Group as of immediately prior to the
Distribution Date, (ii) a Post-Distribution Baxalta Employee, (iii) designated prior to the Distribution Date by Baxter as an individual whose employment is to transfer from the Baxter Group to the Baxalta Group, whether or not such
transfer occurs prior to, upon or after the Distribution Date or (iv) designated as a Baxalta Employee by joint agreement of the Parties (in all cases, other than an Employee who is designated by Baxter prior to the Distribution Date as
intended not to transfer to the Baxalta Group). 
 “Baxalta Equity Plan” means the Baxalta Incorporated 2015 Equity Plan.

 “Baxalta ESPP” means the Baxalta Incorporated Employee Stock Purchase Plan. 

“Baxalta Former Employee” means a Former Employee who, immediately prior to such individual’s termination of employment
with or by the Baxter Group, either (i) was designated by Baxter as an Employee whose employment was to transfer to the Baxalta Group or (ii) if not 

  
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so designated by Baxter, was primarily employed or engaged in the Baxalta Business (other than a Former Employee who was designated by Baxter as intended to become a Baxter Retained Employee).

 “Baxalta Group” means Baxalta and its Subsidiaries. 

“Baxalta Health and Welfare Plan” means, following the Distribution, a Health and Welfare Plan sponsored by, maintained by,
or contributed to by the Baxalta Group. 
 “Baxalta IIP” means the Baxalta Incorporated and Subsidiaries Incentive
Investment Plan. 
 “Baxalta Incentive Plan” means the Baxalta 2015 Incentive Plan. 

“Baxalta Pension Plan” means the Baxalta Incorporated and Subsidiaries Pension Plan. 

“Baxalta Percentage” means the quotient obtained by dividing (i) the Adjusted Baxalta Stock Value by (ii) the
Combined Stock Value. 
 “Baxalta Pre-Distribution Option Value” means the quotient obtained by dividing (i) the
product obtained by multiplying (A) the Adjusted Option Value times (B) the Baxalta Percentage by (ii) the Distribution Ratio. 

“Baxalta Retiree Health Care Plan” means the Baxalta Incorporated and Subsidiaries Retiree Plan. 

“Baxalta SERP” means the Baxalta Incorporated and Subsidiaries Supplemental Pension Plan. 

“Baxalta SIP” has the meaning set forth in Section 3.02(h). 

“Baxalta Stock Value” means the quotient obtained by dividing (i) the product obtained by multiplying (A) the
Baxter Stock Value by (B) the Baxalta Percentage, by (ii) the Distribution Ratio. 
 “Baxalta When-Issued Price”
means the volume weighted average per share price, as reported on the NYSE, of Baxalta Common Stock trading “when-issued” during Regular Trading Hours on the final five Trading Days immediately preceding the Effective Time. 

“Baxter” has the meaning set forth in the Preamble. 

“Baxter Benefit Plan” means a Benefit Plan sponsored by, maintained by, or contributed to by the Baxter Group. 

“Baxter Board” means the Baxter board of directors. 

“Baxter Business” has the meaning set forth in the Separation and Distribution Agreement. 

  
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 “Baxter Change of Control” has the meaning set forth in
Section 6.01(b). 
 “Baxter Common Shares” has the meaning set forth in the Separation and Distribution
Agreement. 
 “Baxter Compensation Committee” means the compensation committee of the Baxter Board. 

“Baxter DCP” means the Baxter International Inc. and Subsidiaries Deferred Compensation Plan. 

“Baxter Directors’ DCP” means the Baxter International Inc. Directors’ Deferred Compensation Plan, as amended and
restated effective January 1, 2014. 
 “Baxter Directors’ Plan” means the Baxter International Inc. Non-Employee
Director Compensation Plan. 
 “Baxter ESPP” means the Baxter International Inc. Employee Stock Purchase Plan. 

“Baxter Ex-Distribution Price” means the volume weighted average per share price, as reported on the NYSE, of Baxter Common
Shares trading “ex-distribution” during Regular Trading Hours on the final five Trading Days immediately preceding the Effective Time. 

“Baxter Former Employee” means a Former Employee who is not a Baxalta Former Employee. 

“Baxter Group” means Baxter and its Subsidiaries (excluding, after the Distribution, any member of the Baxalta Group). 

“Baxter Health and Welfare Plan” means a Health and Welfare Plan sponsored by, maintained by, or contributed to by the Baxter
Group. 
 “Baxter IIP” means the Baxter International Inc. and Subsidiaries Incentive Investment Plan. 

“Baxter Pension Plan” means the Baxter International Inc. and Subsidiaries Pension Plan. 

“Baxter Percentage” means the quotient obtained by dividing (i) the Baxter Ex-Distribution Price by (ii) the
Combined Stock Value. 
 “Baxter Pre-Distribution Option Value” means the product obtained by multiplying (i) the
Adjusted Option Value times (ii) the Baxter Percentage. 
 “Baxter Pre-Distribution Stock Value” means the product
obtained by multiplying (i) the Baxter Stock Value by (ii) the Baxter Percentage. 
 “Baxter Puerto Rico Pension
Plan” shall have the meaning set forth in Section 3.01(h). 
 “Baxter Retained Employee” means any
Employee other than a Baxalta Employee. 

  
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 “Baxter Retiree Health Care Plan” means the Baxter International Inc. and
Subsidiaries Retiree Plan. 
 “Baxter SERP” means the Baxter International Inc. and Subsidiaries Supplemental Pension Plan.

 “Baxter SIP” has the meaning set forth in Section 3.02(h). 

“Baxter Stock Programs” means, collectively, (i) the Baxter International Inc. 2000 Incentive Plan, (ii) the Baxter
International Inc. 2001 Incentive Plan, (iii) the Baxter International Inc. 2003 Incentive Plan, (iv) the Baxter International Inc. 2007 Incentive Plan, (v) the Baxter International Inc. 2011 Incentive Plan, (vi) the Baxter
International Inc. 2015 Incentive Plan, and (vii) any similar prior Baxter plans and all sub-plans or equity plans related to any of the foregoing, together with any incentive compensation program or arrangement that governs the terms of
equity-based incentive awards assumed by the Baxter Group in connection with a corporate transaction and that is maintained by the Baxter Group immediately prior to the Distribution Date, and any sub-plans established under those programs. 

“Baxter Stock Value” means the volume weighted average per share price, as reported on the NYSE, of Baxter Common Shares
trading “regular-way” during Regular Trading Hours on the final five Trading Days immediately preceding the Effective Time. 

“Benefit Plan” means any (i) “employee benefit plan,” as defined in ERISA Section 3(3) (whether or not
such plan is subject to ERISA); and (ii) employment, compensation, severance, salary continuation, bonus, thirteenth month, incentive, retirement, thrift, superannuation, savings, pension, workers’ compensation, termination benefit
(including termination notice requirements), termination indemnity, other indemnification, supplemental unemployment benefit, redundancy pay, profit sharing, deferred compensation, stock ownership, stock purchase, stock option, stock appreciation
right, restricted stock, “phantom” stock, performance share unit, restricted stock unit, other stock-based incentive, change in control, paid time off, perquisite, fringe benefit, vacation, disability, life, or other insurance, death
benefit, hospitalization, medical, or other compensatory or benefit plan, program, fund, agreement, arrangement, or policy of any kind (whether written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective
or terminated), and any trust, escrow or similar agreement related thereto, whether or not funded, excluding any plan, program, fund, agreement, arrangement, or policy (other than for workers’ compensation Liabilities) that is mandated by and
maintained solely pursuant to applicable Law. 
 “COBRA” means coverage required by Code Section 4980B or ERISA
Section 601 et. seq. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Combined Stock Value” means the sum of (i) the Baxter Ex-Distribution Price and (ii) the Adjusted Baxalta Stock
Value. 
 “Conveyance and Assumption Instruments” has the meaning set forth in the Separation and Distribution Agreement.


  
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 “Deferred Baxalta Local Business” has the meaning set forth in the Separation
and Distribution Agreement. 
 “Distribution” has the meaning set forth in the Separation and Distribution Agreement. 

“Distribution Date” has the meaning set forth in the Separation and Distribution Agreement. 

“Distribution Ratio” means the number of shares of Baxalta Common Stock distributed in the Distribution in respect of one
Baxter Common Share. 
 “Effective Time” has the meaning set forth in the Separation and Distribution Agreement. 

“Employee” means an employee of the Baxter Group or the Baxalta Group, as applicable, including any employee absent from work
on account of long-term disability or workers’ compensation leave (in each case, unless treated as a separated employee for employment purposes), vacation, jury duty, funeral leave, personal leave, sickness, short-term disability, military
leave, family leave, pay continuation leave, or other approved leave of absence or for whom an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or Law. 

“Employee Agreement” means any employment contract, whether written or unwritten, between a member of the Baxter Group and an
Employee or Former Employee, including any standard form employee agreement customarily signed by certain Employees of the Baxter Group and any other form of employment agreement signed or otherwise effective under applicable local Law. 

“Employee Recoupment Asset” means an employer’s right to repayment from an employee in respect of a tax equalization
payment, sign-on bonus payment, relocation expense payment, tuition payment, reimbursement, loan, or other similar item, including any agreement related thereto. 

“Employment Tax” means withholding, payroll, social security, workers’ compensation, unemployment, disability and any
similar tax imposed by any Tax Authority or social security authority, and any interest, penalties, additions to tax, or additional amounts with respect to the foregoing imposed on any taxpayer or consolidated, combined, or unitary group of
taxpayers. With respect to any Employment Tax, the term “Tax Authority” means the governmental entity or political subdivision thereof that imposes such Employment Tax, and the agency (if any) charged with the collection of such
Employment Tax for such entity or subdivision. 
 “ERISA” means the U.S. Employee Retirement Income Security Act of 1974,
as amended. 
 “ESOP” means an employee stock ownership plan, as defined in ERISA Section 407(d)(6) and Code
Section 4975(e)(7). 

  
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 “Former Employee” means any individual whose employment with the Baxter Group
terminated on or prior to the Distribution Date, excluding any employee absent from work immediately prior to the Distribution Date on account of long-term disability or workers’ compensation leave (in each case, to the extent not treated as a
separated employee for employment purposes), vacation, jury duty, funeral leave, personal leave, sickness, short-term disability, military leave, family leave, pay continuation leave, or other approved leave of absence or for whom an obligation to
recall, rehire or otherwise return to employment exists under a contractual obligation or Law. 
 “Health and Welfare Plan”
means any Benefit Plan established or maintained to provide, through the purchase of insurance or otherwise, medical, dental, prescription, vision, short-term disability, long-term disability, death benefits, life insurance, accidental death and
dismemberment insurance, business travel accident insurance, employee assistance program, group legal services, wellness, cafeteria (including premium payment, health care flexible spending account, and dependent care flexible spending account
components), travel reimbursement, transportation, vacation benefits, apprenticeship or other training programs, day care centers, or prepaid legal services benefits, including any “employee welfare benefit plan” (as defined in ERISA
Section 3(1)) that is not a severance plan. 
 “HIPAA” means the Health Insurance Portability and Accountability Act
of 1996, as amended. 
 “Incurred Claim” means a Liability related to services or benefits provided under a Benefit Plan,
and shall be deemed to be incurred: (i) with respect to medical, dental, vision, and prescription drug benefits, upon the rendering of services giving rise to such Liability; (ii) with respect to death benefits, life insurance, accidental
death and dismemberment insurance, and business travel accident insurance, upon the occurrence of the event giving rise to such Liability; (iii) with respect to disability benefits, upon the date of disability, as determined by the disability
benefit insurance carrier or claim administrator, giving rise to such Liability; (iv) with respect to a period of continuous hospitalization, upon the date of admission to the hospital; and (v) with respect to tuition reimbursement or
adoption assistance, upon completion of the requirements for such reimbursement or assistance, whichever is applicable. 

“International Commercial Operations Agreement” has the meaning set forth in the Separation and Distribution Agreement. 

“Law” has the meaning set forth in the Separation and Distribution Agreement. 

“Liabilities” has the meaning set forth in the Separation and Distribution Agreement. 

“Local Closing Transaction” means the local closing transaction involving a Deferred Baxalta Local Business. 

“Non-U.S. Baxter Benefit Plan” means a Baxter Benefit Plan established, maintained, or contributed to by the Baxter Group
that is primarily for the benefit of Employees or Former Employees who work primarily outside of the United States. 
 “Non-U.S.
Baxalta Benefit Plan” means a Baxalta Benefit Plan established, maintained, or contributed to by the Baxalta Group that is primarily for the benefit of Employees or Former Employees who work primarily outside of the United States. 

  
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 “Non-U.S. Baxalta Employee” means a Baxalta Employee who works primarily outside
of the United States. 
 “Non-U.S. Health and Welfare Plan” means a Health and Welfare Plan established, maintained, or
contributed to by the Baxter Group or the Baxalta Group, as applicable, that is primarily for the benefit of Employees (including Former Employees or Baxalta Former Employees, as appropriate) who work primarily outside of the United States. 

“Offering” has the meaning set forth in the Baxter ESPP. 

“Offering Commencement Date” has the meaning set forth in the Baxter ESPP. 

“Offering End Date” has the meaning set forth in the Baxter ESPP. 

“Option” means (i) when immediately preceded by “Baxter,” an option to purchase one or more Baxter Common
Shares granted under a Baxter Stock Program and outstanding immediately prior to the Distribution Date (whether or not then vested or exercisable); (ii) when immediately preceded by “Adjusted Baxter,” an option to purchase one or more
Baxter Common Shares adjusted in accordance with Section 6.01 or Section 6.04; and (iii) when immediately preceded by “Baxalta,” an option to purchase one or more shares of Baxalta Common Stock granted by
Baxalta in accordance with Section 6.01 or Section 6.04. 
 “Parties” means the parties to this
Agreement. 
 “Pension Eligibility Date” has the meaning set forth in Section 3.01(c)(i). 

“Pension Split Date” has the meaning set forth in Section 3.01(a). 

“Post-Distribution Baxalta Employee” means any Employee whose intended transfer from the Baxter Group to the Baxalta Group in
connection with the Distribution is to occur after the Distribution Date, including (i) each Employee named as a Post-Distribution Baxalta Employee in Schedule 1.01, which lists those Employees transferring only upon a Local Closing
Transaction if employed in connection with a Deferred Baxalta Local Business and (ii) any other Employee whose intended transfer from the Baxter Group to the Baxalta Group in connection with the Distribution is to occur after the Distribution
Date, including any Employee hired on or after the Distribution Date (but prior to the applicable Transfer Date) to the extent such Employee is primarily related to a Deferred Baxalta Local Business or is hired to replace any terminated or departing
Employee who would have otherwise been a Post-Distribution Baxalta Employee. 
 “PSU Award” means (i) when immediately
preceded by “Baxter,” a performance share unit award granted pursuant to a Baxter Stock Program and outstanding immediately prior to the Distribution Date; (ii) when immediately preceded by “Adjusted Baxter,” a performance
share unit award granted pursuant to a Baxter Stock Program adjusted in accordance with Section 6.01; and (iii) when immediately preceded by “Baxalta,” a performance share unit award granted by Baxalta in accordance with
Section 6.01. 

  
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 “QDRO” means a qualified domestic relations order within the meaning of ERISA
Section 206(d) and Code Section 414(p). 
 “Regular Trading Hours” means the period beginning at 9:30 A.M. New
York City time and ending 4:00 P.M. New York City time. 
 “RSU Award” means (i) when immediately preceded by
“Baxter,” a restricted stock unit award granted pursuant to a Baxter Stock Program and outstanding immediately prior to the Distribution Date; (ii) when immediately preceded by “Adjusted Baxter,” a restricted stock unit
award granted pursuant to a Baxter Stock Program adjusted in accordance with Section 6.01 or Section 6.04; and (iii) when immediately preceded by “Baxalta,” a restricted stock unit award granted by Baxalta in
accordance with Section 6.01 or Section 6.04. 
 “Securities Act” means the U.S. Securities Act of
1933, as amended. 
 “Separation” has the meaning set forth in the Separation and Distribution Agreement. 

“Separation and Distribution Agreement” means the Separation and Distribution Agreement by and between the Parties, dated as
of June 30, 2015. 
 “Shared Plan Replacement Date” means the date of the establishment of the applicable Non-U.S.
Baxalta Benefit Plan. 
 “Subsidiary” has the meaning set forth in the Separation and Distribution Agreement. 

“Trading Day” means the period of time during any given calendar day, commencing with the determination of the opening price
on the NYSE and ending with the determination of the closing price on the NYSE, in which trading and settlement in Baxter Common Shares or Baxalta Common Stock, as applicable, is permitted on the NYSE. 

“Transfer Date” means, with respect to each (i) Baxalta Employee (other than a Post-Distribution Baxalta Employee), the
Distribution Date; and (ii) Post-Distribution Baxalta Employee, the date on which such person first becomes employed by the Baxalta Group following the Distribution Date. With respect to each Post-Distribution Baxalta Employee who is not
employed by a Deferred Baxalta Local Business, “Transfer Date” means the date determined jointly by Baxter and Baxalta, or in the absence of such agreement, such date as Baxter may determine based on the facts and circumstances applicable
to such Post-Distribution Baxalta Employee. 
 “Transferred Employee” has the meaning set forth in
Section 2.02(a)(i). 
 “Transferred Flexible Spending Account Balances” has the meaning set forth in
Section 5.01(c)(iii). 
 “Transferred Non-U.S. Employee” means a Transferred Employee who works primarily
outside of the United States. 

  
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 “Transition Services Agreement” has the meaning set forth in the Separation and
Distribution Agreement. 
 “United States” means, when used in a territorial sense, the fifty states of the United States
of America and the District of Columbia, but does not, unless otherwise specifically provided, include Puerto Rico or any other territory of the United States. 

“USERRA” means the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended. 

ARTICLE II 
 GENERAL
PRINCIPLES 
 Section 2.01 Allocation of Liabilities. 

(a) Baxalta Liabilities. Except as expressly provided in this Agreement, Baxalta hereby assumes (or retains) and agrees to pay,
perform, fulfill, and discharge all Liabilities to the extent relating to, arising out of, or resulting from or with respect to: 

(i) the employment (or termination of employment), including with respect to any statutory or other Liabilities (whether those
Liabilities are otherwise the legal responsibility of the Baxter Group or the Baxalta Group) triggered by or in connection with the Separation, of each Transferred Employee by the Baxter Group up to the applicable Transfer Date and by the Baxalta
Group on and after the applicable Transfer Date (including, in each case, all Liabilities with respect to any such Baxalta Employee relating to, arising out of, or resulting from Employment Taxes, Employee Agreements, any Baxter Benefit Plan or any
Baxalta Benefit Plan); 
 (ii) the retention of any individual who is, or was, an independent contractor, temporary
employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or any other individual in any other similar relationship to the extent the services provided by
any such individual were primarily related to the Baxalta Group or the Baxalta Business; provided that, for the avoidance of doubt, this Agreement is not intended to, and does not, address any Liabilities in respect of the services provided
by consulting firms, investment advisory firms, valuation advisory firms, legal advisors or other third-party entities retained to provide advice with respect to or in connection with the Separation and Distribution; and 

(iii) Liabilities and responsibilities expressly assumed or retained by Baxalta pursuant to this Agreement. 

(b) Baxter Liabilities. Except as expressly provided in this Agreement, the Separation and Distribution Agreement or any Ancillary
Agreement other than any Conveyance and Assignment Instrument (to the extent such Ancillary Agreement provides for allocation of Liability related to services to be provided after the Distribution Date), Baxter 

  
 10 








 
hereby retains (or assumes) and agrees to pay, perform, fulfill, and discharge all Liabilities to the extent relating to, arising out of, or resulting from: 

(i) the employment (or termination of employment) of each Baxter Retained Employee by the Baxter Group prior to, on, or after
the Distribution Date (including all Liabilities with respect to any such Baxter Retained Employee to the extent relating to, arising out of, or resulting from Employment Taxes, Employee Agreements or any Baxter Benefit Plan); 

(ii) the employment (or termination of employment) of each Former Employee and each Baxalta Employee unless and until such
Baxalta Employee becomes a Transferred Employee (including all Liabilities to the extent relating to, arising out of, or resulting from Employment Taxes, Employee Agreements or any Baxter Benefit Plan); 

(iii) the retention of any individual who is, or was, an independent contractor, temporary employee, temporary service worker,
consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, non-payroll worker or any other individual in any other similar relationship to the extent the services provided by any such individual were primarily
related to the Baxter Group or the Baxter Business; provided that, for the avoidance of doubt, this Agreement is not intended to, and does not, address any Liabilities in respect of the services provided by consulting firms, investment
advisory firms, valuation advisory firms, legal advisors or other third-party entities retained to provide advice with respect to or in connection with the Separation and Distribution; and 

(iv) Liabilities and responsibilities expressly retained or assumed by Baxter pursuant to this Agreement. 

(c) Other Liabilities. To the extent that this Agreement does not cover particular Liabilities or responsibilities that relate to,
arise out of, or result from employment (or termination of employment), Employment Taxes, Employee Agreements or any Benefit Plan and the Parties later determine that they should be allocated in connection with the Separation, such Liabilities and
responsibilities shall be handled in a manner similar to the manner in which this Agreement handles comparable Liabilities and responsibilities, subject to the mutual agreement of the Parties. 

(d) Labor Relations. To the extent required by applicable Law or any contract or arrangement with a labor union, works council or
similar employee organization, Baxalta shall provide notice, engage in consultation and take any similar action which may be required after the Distribution Date on its part in connection with the Separation and shall fully indemnify each member of
the Baxter Group against any Liabilities arising from its failure to comply with such requirements. 

  
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 Section 2.02 Employment with Baxalta. 

(a) Employment Transfers. The Parties intend for Baxalta Employees to transfer to the Baxalta Group and shall use their respective best
efforts and cooperate with each other to effectuate this intent. 
 (i) Except as otherwise mutually agreed upon by the
Parties, as of each Baxalta Employee’s Transfer Date, the Baxalta Group shall: (A) continue to employ (on a basis consistent with Section 2.02(b)) each Baxalta Employee employed in a jurisdiction where employment continues
automatically by operation of Law (and such individual does not object, where such right exists under applicable Law); (B) offer to employ (on a basis consistent with Section 2.02(b)) each Baxalta Employee employed in a jurisdiction
where employment does not continue automatically by operation of Law; and (C) offer to employ (on a basis consistent with Section 2.02(b) or as otherwise required by applicable Law) each Former Employee who would have been a Baxalta
Employee had such Former Employee been employed on the Distribution Date, and whose right to re-employment is protected by any applicable Law, including any Former Employee covered by USERRA. Each Baxalta Employee who accepts an offer of employment
with the Baxalta Group, or who continues employment with the Baxalta Group following his or her Transfer Date automatically by operation of Law (and does not object where such right exists under applicable Law), as the case may be, will be referred
to in this Agreement as a “Transferred Employee.” 
 (ii) The Baxter Group may terminate the employment of
any Baxalta Employee who does not become a Transferred Employee as of his or her intended Transfer Date, or, if such Baxalta Employee cannot be terminated in accordance with applicable Law or otherwise, then the Baxter Group may terminate any other
Employee of the Baxter Group whose employment (in the sole judgment of Baxter) is made redundant as a result of the continued retention of such Baxalta Employee. The Baxter Group may also terminate the employment of any Baxalta Employee if retaining
such Employee would constitute a violation of applicable Laws or the Baxter Code of Conduct. Baxalta will be responsible for, and will indemnify the Baxter Group from and against, any Liabilities incurred or payments made (including any severance
payments made) in connection with the termination of a Baxalta Employee or any other Employee of the Baxter Group pursuant to this Section 2.02(a)(ii) to the extent of any payment occurring on or after the Distribution Date. 

(b) Compensation and Benefits. 

(i) Except as expressly provided in this Agreement or in local Conveyance and Assumption Instruments, no Transferred Employee
shall participate in any Baxter Benefit Plan following his or her Transfer Date. 
 (ii) Except as expressly provided in
this Agreement or as otherwise required by applicable Law, the Baxalta Group shall provide to each Transferred Employee as of his or her Transfer Date (A) base salary at the same rate as provided to that Transferred Employee immediately prior
to the Transfer Date, (B) cash 

  
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incentive compensation opportunities that are comparable in the aggregate to those offered under the corresponding Baxter Benefit Plan(s) immediately prior to the Transfer Date, and
(C) benefits under the other Baxalta Benefit Plans that are comparable in the aggregate to benefits provided under the corresponding Baxter Benefit Plans immediately prior to the Transfer Date. Nothing in the preceding sentence shall prevent
the Baxalta Group from modifying the compensation and benefits of a Transferred Employee after such Transferred Employee’s Transfer Date. 

(c) Service Credit. Except as otherwise expressly provided in this Agreement or to the extent it would result in a duplication of
benefits, Baxalta and each Baxalta Benefit Plan shall, to the extent permitted in accordance with applicable Law, give each Transferred Employee credit for all service with the Baxter Group and shall calculate such service as it would be calculated
by Baxter or under the corresponding Baxter Benefit Plan as of the applicable Transfer Date. 
 Section 2.03 Establishment of Baxalta
Plans. 
 (a) Generally. 

(i) U.S. Prior to the Distribution Date, Baxalta shall adopt Benefit Plans (and related trusts, if applicable, as
determined by the Parties) with terms comparable in the aggregate to those of the corresponding Baxter Benefit Plans in the U.S., including in particular those listed in Schedule 2.03(a); provided, however, that Baxalta may
limit participation in any Baxalta Benefit Plan to Transferred Employees who participated in the corresponding Baxter Benefit Plan immediately prior to the applicable Transfer Date. 

(ii) Non-U.S. (excluding Puerto Rico). Prior to the Distribution Date, the Baxalta Group shall, except as otherwise
mutually agreed upon by the Parties, adopt Non-U.S. Baxalta Benefit Plans (excluding Non-U.S. Baxalta Benefit Plans with respect to Non-U.S. Baxalta Employees residing in Puerto Rico), with terms comparable in the aggregate to those of the
corresponding Non-U.S. Baxter Benefit Plans; provided, however, that Baxalta may limit participation in any such Non-U.S. Baxalta Benefit Plan to Non-U.S. Baxalta Employees who are Transferred Employees and who participated in the
corresponding Non-U.S. Baxter Benefit Plan immediately prior to the applicable Transfer Date. As described in Article IV, or as otherwise mutually agreed upon by the Parties from time to time, the Baxter Group shall, or shall cause the
applicable Non-U.S. Baxter Benefit Plan’s related trust to, transfer to the Baxalta Group or the relevant Non-U.S. Baxalta Benefit Plan’s related trust, an amount equal to the trust Assets, insurance reserves, and other Assets of each
Non-U.S. Baxter Benefit Plan relating to the Liabilities of such Non-U.S. Baxter Benefit Plan assumed by Baxalta or such Non-U.S. Baxalta Benefit Plan in accordance with this paragraph. To the extent a Non-U.S. Baxter Benefit Plan is not required to
be funded by applicable Law or is not voluntarily funded, there shall be no transfer of assets by the Non-U.S. Baxter Benefit Plan or by the Baxter Group. As described in Article IV, or as otherwise mutually agreed upon by the Parties from
time to time, the Baxalta Group shall, or shall cause the relevant Non-U.S. Baxalta Benefit Plan to, assume the Liabilities of the corresponding Non-U.S. 

  
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Baxter Benefit Plan with respect to all benefits accrued under that Non-U.S. Baxter Benefit Plan by Non-U.S. Baxalta Employees (other than Non-U.S. Employees residing in Puerto Rico) who are
Transferred Employees. 
 (iii) Puerto Rico. Prior to the Distribution Date, the Baxalta Group shall, except as
otherwise provided in Article III or as mutually agreed upon by the Parties, adopt Non-U.S. Baxalta Benefit Plans with respect to Non-U.S. Baxalta Employees residing in Puerto Rico, with terms comparable in the aggregate to those of the
corresponding Non-U.S. Baxter Benefit Plans; provided, however, that Baxalta may limit participation in any such Non-U.S. Baxalta Benefit Plan to Non-U.S. Baxalta Employees who are Transferred Employees and who participated in the
corresponding Non-U.S. Baxter Benefit Plan immediately prior to the applicable Transfer Date; provided further that to the extent permitted by applicable Law, the Baxalta Group may provide for Non-U.S. Baxalta Employees residing in
Puerto Rico to participate in a Baxalta Benefit Plan maintained for Baxalta Employees residing in the United States, in which event such Baxalta Benefit Plan shall be considered a Non-U.S. Baxalta Benefit Plan with respect to the portion applicable
to such Non-U.S. Baxalta Employees. As described in Article III, or as otherwise mutually agreed upon by the Parties from time to time, the Baxter Group shall, or shall cause the applicable Non-U.S. Baxter Benefit Plan’s related trust
to, transfer to the Baxalta Group or the relevant Non-U.S. Baxalta Benefit Plan’s related trust, an amount equal to the trust Assets, insurance reserves, and other Assets of each Non-U.S. Baxter Benefit Plan relating to the Liabilities of such
Non-U.S. Baxter Benefit Plan assumed by Baxalta or such Non-U.S. Baxalta Benefit Plan in accordance with this paragraph. As described in Article III, or as otherwise mutually agreed upon by the Parties from time to time, the Baxalta Group
shall, or shall cause the relevant Non-U.S. Baxalta Benefit Plan to, assume the Liabilities of the corresponding Non-U.S. Baxter Benefit Plan with respect to all benefits accrued under that Non-U.S. Baxter Benefit Plan by Non-U.S. Baxalta Employees
residing in Puerto Rico who are Transferred Employees. 
 (b) Plan Information and Operation. Baxter shall provide Baxalta with
information describing each Baxter Benefit Plan election made by a Transferred Employee that may have application following the applicable Transfer Date. Baxalta shall determine, in its sole discretion, whether to administer the Baxalta Benefit
Plans using those elections or to require Transferred Employees to submit new elections with respect to the Baxalta Benefit Plans. Except as provided in this Agreement, the Distribution and the transfer of any Employee’s employment to the
Baxalta Group shall not cause a distribution from or payment of benefits under any Baxter Benefit Plan. Each Party shall, upon reasonable request, provide the other Party and the other Party’s respective Affiliates, agents, and vendors all
information reasonably necessary to the other Party’s operation or administration of its Benefit Plans. 
 Section 2.04 Non-Hire;
Non-Solicit. 
 (a) As of the Distribution Date and until the second anniversary of the Distribution Date, Baxter shall not,
and shall cause the Baxter Group not to, solicit or hire or continue to keep employed (whether as an employee, consultant, contractor or otherwise) (i) any Baxalta Employee who was an Employee of the Baxter Group or Baxalta Group at any time


  
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during the six months prior to the Distribution Date; or (ii) any Baxalta Employee who has rejected any offer of employment made by the Baxalta Group in connection with
Section 2.02(a)(i) (subject in each case to the terms of Section 2.02(a)(ii)); provided, however, that nothing in this Section 2.04(a) shall prohibit the Baxter Group from soliciting or hiring any
individual who is involuntarily terminated by the Baxalta Group, or from continuing to employ any Post-Distribution Baxalta Employee. 

(b) As of the Distribution Date and until the second anniversary of the Distribution Date, Baxalta shall not, and shall cause the Baxalta
Group not to, solicit or hire (whether as an employee, consultant, contractor or otherwise) (i) any Baxter Retained Employee or Baxter Former Employee who was an Employee of the Baxter Group or the Baxalta Group within six months prior to the
Distribution Date; or (ii) any Baxter Employee employed by the Baxalta Group who rejected any offer of employment made by the Baxter Group in connection with the Separation and Distribution; provided, however, that nothing in this
Section 2.04(b) shall prohibit the Baxalta Group from soliciting or hiring any individual who is involuntarily terminated by the Baxter Group, from continuing to employ any Baxter Employee as required by applicable Law, or from employing
any Baxter Employee (if any) whose transfer date to the Baxter Group by agreement of the Parties will occur after the Distribution Date. 

(c) The Parties specifically acknowledge and agree that this provision is necessary to ensure stabilization of both companies after the
Distribution and does not impede either company from competing in the marketplace or obtaining sufficient talent to effectively innovate, develop, grow, or sustain their respective businesses. 

(d) The Parties further specifically acknowledge and agree that any remedy at law for any breach of this Section 2.04 shall be
inadequate and that in the event of any actual or threatened breach of this Section 2.04, the non-breaching party, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without
the necessity of proving actual damage. 
 (e) The Parties specifically acknowledge and agree that an exception may be made to this
provision at the sole discretion and with the written consent of the CVP and EVP, as applicable, of Human Resources of each Party. Any exception made shall not be used as precedent to compel or allow any further exceptions. 

Section 2.05 Post-Distribution Employment in Deferred Baxalta Local Businesses. The following provisions shall apply
to the Deferred Baxalta Local Businesses: 
 (a) During the period commencing on the Distribution Date and ending on the applicable
Transfer Date, Baxter or its appropriate Affiliate shall manage the employment of each Post-Distribution Baxalta Employee consistently with its management of the employment of similar Baxter Employees in the ordinary course of business (including
with respect to compensation, annual and other bonuses, and other compensation, subject to Section 2.05(a)(iii)(E) below); provided that Baxter and its Affiliates shall have no obligation to make any equity grant or provide any
other equity incentive to any Post-Distribution Baxalta Employee on or after the Distribution Date, and Baxalta shall have no obligation to Baxter or any of its Affiliates in respect of any equity grant or other equity incentive that is provided by
Baxter 

  
 15 








 
or its appropriate Affiliate to any Post-Distribution Baxalta Employee on or after the Distribution Date unless and except Baxter and Baxalta have agreed in writing otherwise. Baxalta shall be
responsible for all cash compensation liabilities arising during such period; provided that the payment and reimbursement for such amounts shall occur in accordance with the International Commercial Operations Agreement. Baxter shall until
the time of the applicable Local Closing Transaction (or such other Transfer Date with respect to any Post-Distribution Baxalta Employee): 

(i) provide Baxalta or its appropriate Affiliate with notice of (A) any material amendment to the Baxter Code of Conduct
to the extent applicable to the employment of a Post-Distribution Baxalta Employee or (B) the termination of any Post-Distribution Baxalta Employee due to a violation or potential violation of Law or the Baxter Code of Conduct, or otherwise
pursuant to Section 2.02(a)(ii); 
 (ii) provide Baxalta or its appropriate Affiliate with at least 30
days’ advance written notice prior to (A) making any material substantive change to the Employee Agreement of a Post-Distribution Baxalta Employee unless such change is required by applicable Law; (B) making any change to the base
salary of a Post-Distribution Baxalta Employee, other than an increase in the ordinary course of business (including any change required by Law or any contract existing as of the Distribution Date or otherwise approved by Baxalta) based on the
Employee’s performance rating or seniority; or (C) making any modification to a Baxter Benefit Plan in which a Post-Distribution Baxalta Employee participates if such modification would result in a significant change in the cost of such
plan to the employer or the participant; and 
 (iii) consult with and request a recommendation from Baxalta or its
appropriate Affiliate prior to (A) hiring any individual (other than in the ordinary course to replace any individual whose employment has terminated, in which case Baxter shall consult with Baxalta or its appropriate Affiliate prior to such
hiring) who will be classified as a Baxalta Employee unless such headcount addition was authorized prior to the Distribution Date, (B) terminating any Post-Distribution Baxalta Employee, except due to a violation of Law or the Baxter Code of
Conduct, or otherwise pursuant to Section 2.02(a)(ii), (C) promoting any Post-Distribution Baxalta Employee to a position of Vice President or higher unless such promotion was authorized prior to the Distribution Date,
(D) demoting any Post-Distribution Baxalta Employee, transferring any Post-Distribution Baxalta Employee to a location more than 20 miles from such Baxalta Employee’s current office location, or otherwise materially changing the role or
responsibility of any Post-Distribution Baxalta Employee or (E) establishing targets or goals for bonus and other incentive compensation awards granted to Post-Distribution Baxalta Employees by Baxter or any member of the Baxter Group. 

(b) Except as otherwise mutually agreed upon by the Parties (such as in a Conveyance and Assumption Instrument or other agreement), if a
Baxalta Employee’s transfer of employment to the Baxalta Group upon the consummation of a Local Closing Transaction or otherwise causes, at the time of such transfer, a forfeiture of awards granted prior to the Distribution Date under a Baxter
Stock Program (or successor thereto), Baxter shall not have any obligation, Liability or responsibility to such Baxalta Employee with respect to such forfeited awards, and Baxalta shall equitably compensate the affected Baxalta Employee for such


  
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forfeited awards in a manner determined by Baxalta in its sole discretion. The foregoing sentence shall not preclude the Parties from making arrangements, if allowed by the Baxter Stock Program
(or successor thereto) and applicable Law, to permit affected Baxalta Employees to continue to hold, after the Local Closing Transaction or other Transfer Date, awards granted prior to the Distribution Date under a Baxter Stock Program (or successor
thereto). 
 Section 2.06 Collective Bargaining. Baxalta shall cause the appropriate member of the Baxalta Group
to assume all Liabilities arising under any collective bargaining agreement (including but not limited to any national, sector or local collective bargaining agreement) with respect to any Transferred Employee. To the extent necessary, Baxalta shall
cause the appropriate member of the Baxalta Group to join any industrial, employer or similar association or federation if membership is required for the relevant collective bargaining agreement to continue to apply. 

Section 2.07 Distributorship Model. In the event that Baxalta operates any Deferred Baxalta Local Business through a
local distributor rather than through an Affiliate, Baxalta agrees to use its best efforts to cause such local distributor to employ the Baxalta Employees on similar terms and conditions of employment. 

ARTICLE III 
 U.S. AND
PUERTO RICO QUALIFIED AND NON-QUALIFIED RETIREMENT PLANS 
 Section 3.01 Baxalta Pension Plan. 

(a) Establishment of Baxalta Pension Plan. Effective on or about May 1, 2015, Baxalta shall establish the Baxalta Pension Plan
(such effective date, the “Pension Split Date”), which shall be substantially similar to, and which shall include benefit formulas that are the same as the benefit formulas in effect under, the Baxter Pension Plan as of the Pension
Split Date. As soon as practicable after the Pension Split Date and upon receipt by Baxter of (i) a copy of the Baxalta Pension Plan; (ii) copies of certified resolutions of the Baxalta Board (or its authorized committee or other delegate)
evidencing adoption of the Baxalta Pension Plan and any related trust(s) and the assumption by the Baxalta Pension Plan of the Liabilities described in Section 3.01(b); and (iii) either (A) a favorable determination letter
issued by the Internal Revenue Service with respect to the Baxalta Pension Plan and any related trust, or (B) an opinion of counsel, which counsel and opinion are reasonably satisfactory to Baxter, with respect to the qualified status of the
Baxalta Pension Plan under Code Section 401(a) and the tax-exempt status of any related trust under Code Section 501(a) (which opinion of counsel may assume that Baxalta will make a timely application for a determination letter and adopt
any amendments required by the Internal Revenue Service as a condition to receipt of such letter), Baxter shall direct the trustee of the trust described in the Baxter International Inc. and Subsidiaries Pension Trust Agreement to make the transfer
of Assets described in Section 3.01(b). 

  
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 (b) 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 Baxter 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). 

  
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 (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). 
 (c) Baxalta Pension Plan Provisions. The Baxalta Pension Plan shall provide that: 

(i) Transferred Employees shall (A) be eligible to participate in the Baxalta Pension Plan as of the Pension Split Date,
or as of the applicable Transfer Date with respect to Post-Distribution Baxalta Employees (in either case, the “Pension Eligibility Date”) to the extent they were eligible to participate in the Baxter Pension Plan as of the Pension
Eligibility Date, and (B) receive credit for vesting, eligibility and benefit service for all service credited for those purposes under the Baxter Pension Plan as of the Pension Eligibility Date as if that service had been rendered to Baxalta;

 (ii) the compensation paid by the Baxter Group to a Transferred Employee that is recognized under the Baxter Pension Plan
as of the Pension Eligibility Date shall be credited and recognized for all applicable purposes under the Baxalta Pension Plan as though it were compensation from the Baxalta Group; 

(iii) the accrued benefit of each Transferred Employee under the Baxter Pension Plan as of the applicable Pension Eligibility
Date shall be payable under the Baxalta Pension Plan at the time and in a form that would have been permitted under the Baxter Pension Plan as in effect as of the applicable Pension Eligibility Date, with employment by the Baxter Group prior to the
applicable Pension Eligibility Date treated as employment by the Baxalta Group under the Baxalta Pension Plan for purposes of determining eligibility for optional forms of benefit, early retirement benefits, or other benefit forms; provided
that nothing herein shall preclude Baxalta from changing the forms of benefit available under the Baxalta Pension Plan to the extent permitted by Code Section 411(d)(6); 

  
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 (iv) the Baxalta Pension Plan shall assume and honor the terms of all QDROs in
effect under the Baxter Pension Plan as of the Pension Eligibility Date with respect to Transferred Employees; and 
 (v)
the Baxalta Pension Plan shall provide the additional benefit accruals, if any, required by USERRA for a Former Employee who is employed by the Baxalta Group following the Distribution Date pursuant to Section 2.02(a)(i)(C), including
any amount that relates to the period of military leave that occurred prior to the Distribution Date. 
 (d) Determination Letter
Request. Baxalta shall submit an application to the Internal Revenue Service and the Puerto Rico Department of the Treasury either prior to, or as soon as practicable after, the Pension Split Date (but no later than the last day of the remedial
amendment period as defined in applicable Code provisions) for a determination letter regarding the qualification of the Baxalta Pension Plan and the tax status of its related trust as of the Pension Split Date and shall make any amendments
reasonably requested by the Internal Revenue Service to receive a favorable determination letter regarding the Baxalta Pension Plan. 
 (e)
Baxter Pension Plan after Distribution Date. From and after the Pension Split Date, (i) the Baxter Pension Plan shall continue to be responsible for Liabilities in respect of Employees other than Transferred Employees (and for
Post-Distribution Baxalta Employees until their respective Transfer Dates), and (ii) no Employees of the Baxalta Group (other than Post-Distribution Baxalta Employees until their respective Transfer Dates) shall accrue any benefits under the
Baxter Pension Plan. Without limiting the generality of the foregoing, Transferred Employees shall cease to be active participants in the Baxter Pension Plan effective as of the applicable Pension Eligibility Date. 

(f) Plan Fiduciaries. Prior to the Distribution Date, Baxter’s Administrative Committee and the Investment Committee shall act as
the fiduciaries for the Baxalta Pension Plan as necessary. For all periods after the Distribution Date, the Parties agree that the applicable fiduciaries of each of the Baxter Pension Plan and the Baxalta Pension Plan, respectively, shall have the
authority with respect to the Baxter Pension Plan and the Baxalta Pension Plan, respectively, to determine the plan investments and such other matters as are within the scope of their duties under ERISA Section 404. 

(g) No Loss of Unvested Benefits; No Distributions. The transfer of any Transferred Employee’s employment to the Baxalta Group
will not result in loss of that Transferred Employee’s unvested benefits under the Baxter Pension Plan or the Baxalta Pension Plan and no Transferred Employee shall be entitled to a distribution of his or her benefit under the Baxter Pension
Plan as a result of such transfer of employment. 
 (h) Puerto Rico Employees. Transferred Employees who are participants in the
Baxter Healthcare of Puerto Rico Pension Plan (the “Baxter Puerto Rico Pension Plan”) will have their benefits transferred to the Baxalta Pension Plan as of the Pension 

  
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Split Date such that Assets transferred to the Baxalta Pension Plan will equal the present value of accrued benefits using reasonable actuarial assumptions. The terms of the Baxalta Pension Plan
will include terms providing that the benefits of such Transferred Employees will be determined in accordance with the terms of the Baxter Puerto Rico Pension Plan to the extent such terms differ from those of the Baxter Pension Plan, except as
otherwise required by applicable Law. 
 Section 3.02 Incentive Investment Plan. 

(a) Establishment of Baxalta Incentive Investment Plan. Effective as of or before the Distribution Date, Baxalta shall establish the
Baxalta IIP. As of the Distribution Date, the terms of the Baxalta IIP shall be substantially similar to the terms of the Baxter IIP as of the Distribution Date; provided that the investment options may be different under the Baxalta IIP. On
or prior to the Distribution Date, Baxalta shall provide Baxter with (i) a copy of the Baxalta IIP; (ii) a copy of certified resolutions of the Baxalta Board (or its authorized committee or other delegate) evidencing adoption of the
Baxalta IIP and the related trust(s) and the assumption by the Baxalta IIP of the Liabilities described in Section 3.02(b); and (iii) either (A) a favorable determination letter issued by the Internal Revenue Service with
respect to the Baxalta IIP and its related trust or (B) an opinion of counsel, which counsel and opinion are reasonably satisfactory to Baxter, with respect to the qualified status of the Baxalta IIP under Code Section 401(a) and the
tax-exempt status of its related trust under Code Section 501(a) (which opinion of counsel may assume that Baxalta will make a timely application for a determination letter and adopt any amendments required by the Internal Revenue Service as a
condition to receipt of such letter). 
 (b) Transfer of Account Balances. As soon as practicable after the Distribution Date,
Baxter shall cause the trustee of the Baxter IIP to transfer from the trust(s) which forms a part of the Baxter IIP to the trust(s) which forms a part of the Baxalta IIP amounts equal to the account balances of the Transferred Employees (including
account balances in respect of beneficiaries and alternate payees established in relation to such individuals) under the Baxter IIP, determined as of the date of the transfer. Such transfers shall be made in cash, Baxter Common Shares, shares of
Baxalta Common Stock, promissory notes evidencing outstanding loans and other Assets (including common shares of Edwards Lifesciences or Cardinal Health, Inc.) or any combination thereof in cash or in kind, as instructed by the Baxter IIP or the
investment committee thereof. Baxalta shall cause the transferred amounts to be allocated among the Transferred Employees’ (and beneficiaries’ and/or alternate payees’, as applicable) Baxalta IIP accounts and to be allocated to the
same investment funds as the accounts were allocated under the Baxter IIP to the extent that such investment funds are available under the Baxalta IIP and, to the extent such investment funds are not available, in the manner determined by the
fiduciaries of the Baxalta IIP. Any Asset and Liability transfers pursuant to this Section 3.02 shall comply in all respects with Code Sections 414(l) and 411(d)(6). 

(c) Baxalta Incentive Investment Plan Provisions. The Baxalta IIP shall provide that: 

(i) Transferred Employees shall (A) be eligible to participate in the Baxalta IIP as of the applicable Transfer Date to
the extent they were eligible to participate in the Baxter IIP as of the applicable Transfer Date, and (B) receive credit for vesting purposes for all service credited for that purpose under the Baxter IIP as of the applicable Transfer Date as
if that service had been rendered to Baxalta; 

  
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 (ii) the account balance of each Transferred Employee under the Baxter IIP as of
the date of the transfer of Assets from the Baxter IIP (including any outstanding promissory notes) shall be credited to such individual’s account balance under the Baxalta IIP; 

(iii) the Baxalta IIP shall assume and honor the terms of all QDROs in effect under the Baxter IIP as of the Transfer Date
with respect to Transferred Employees; 
 (iv) Baxalta shall contribute to the Baxalta IIP on behalf of each Transferred
Employee an amount equal to any Matching Contributions, as defined in the Baxter IIP, that relate to Elective Deferrals made by such Transferred Employee prior to the Transfer Date, and who is not entitled to have 2015, or any portion thereof,
treated as a year of service for purposes of determining such Transferred Employee’s accrued benefit as defined in either the Baxter Pension Plan, the Baxter Puerto Rico Pension Plan, or the Baxalta Pension Plan, but that were not made to the
Baxter IIP prior to the Transfer Date due to limitations under the Baxter IIP on the maximum amount of Matching Contributions made in any payroll period; 

(v) Baxalta shall contribute to the Baxalta IIP on behalf of each Transferred Employee who is employed on the last day of 2015
(or whose employment is terminated from the Baxalta Group by reason of death or disability following the applicable Transfer Date) an Employer Non-Matching Contribution (as such term is used in the Baxter IIP) calculated as provided in
Section 5.8 of the Baxter IIP, based upon the Transferred Employee’s total compensation for the Baxter Group and the Baxalta Group during 2015; and 

(vi) the Baxalta IIP shall provide the opportunity to make up Elective Deferrals, and any employer contributions, required by
USERRA for a Former Employee who is employed by the Baxalta Group following the Distribution Date pursuant to Section 2.02(a)(i)(C), including any amount that relates to the period of military leave that occurred prior to the
Distribution Date. 
 (d) Determination Letter Request. Baxalta shall submit an application to the Internal Revenue Service either
prior to, or as soon as practicable following, the Distribution Date (but no later than the last day of the remedial amendment period as defined in applicable Code provisions) for a determination regarding the qualification of the Baxalta IIP and
the tax-exempt status of its related trust as of the Distribution Date and shall make any amendments reasonably requested by the Internal Revenue Service to receive a favorable determination letter regarding the Baxalta IIP. 

(e) Baxter Incentive Investment Plan after Distribution Date. From and after the Distribution Date, (i) the Baxter IIP shall
continue to be responsible for Liabilities in respect of Baxter Retained Employees, Former Employees and (until the applicable Transfer 

  
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Date) Post-Distribution Baxalta Employees, and (ii) no Employees of the Baxalta Group (other than Post-Distribution Baxalta Employees until their respective Transfer Dates), shall accrue any
benefits under the Baxter IIP. Without limiting the generality of the foregoing, Transferred Employees shall cease to be active participants in the Baxter IIP effective as of the applicable Transfer Date. 

(f) Plan Fiduciaries and Stock Considerations. Prior to the Distribution Date, Baxter’s Administrative Committee and Investment
Committee shall act as the fiduciaries for the Baxalta IIP as necessary. Without limiting the generality of the foregoing, the Baxter Investment Committee shall determine the initial investment funds available under the Baxalta IIP, and Baxter shall
provide all Transferred Employees with all blackout notices, and comply with all other requirements necessary to transfer the accounts of participants in the Baxter IIP to the Baxalta IIP. For all periods after the Distribution Date, the Parties
agree that the applicable fiduciaries of each of the Baxter IIP and the Baxalta IIP, respectively, shall have the authority with respect to the Baxter IIP and the Baxalta IIP, respectively, to determine the investment alternatives, the terms and
conditions with respect to those investment alternatives and such other matters as are within the scope of their duties under ERISA Section 404. 

(g) No Loss of Unvested Benefits; No Distributions. The transfer of any Transferred Employee’s employment to the Baxalta Group
will not result in loss of that Transferred Employee’s unvested benefits under the Baxter IIP or the Baxalta IIP Plan and no Transferred Employee shall be entitled to a distribution of his or her benefit under the Baxter IIP as a result of such
transfer of employment. 
 (h) Puerto Rico Employees. Effective as of or before the Distribution Date, Baxalta shall establish a
defined contribution plan qualified under the Puerto Rico Internal Revenue Code for a new Puerto Rico (the “Baxalta SIP”). As of the Distribution Date, the terms of the Baxalta SIP shall be substantially similar to the terms of the
Baxter Healthcare of Puerto Rico Savings and Investment Plan (the “Baxter SIP”) as of the Distribution Date (except as described in Section 3.02(f), including the existence of different investment options). Transferred
Employees who are participants in the Baxter SIP shall have their accounts in the Baxter SIP fully vested as of the Transfer Date, and shall thereafter be treated as terminated vested participants for all purposes of the Baxter SIP. Such
participants shall be eligible to participate in the Baxalta SIP to the extent they were eligible to participate in the Baxter SIP as of the applicable Transfer Date, and receive credit for vesting purposes for all service credited for that purpose
under the Baxter SIP as of the applicable Transfer Date as if that service had been rendered to Baxalta. The provisions of Section 3.02(c) shall also apply to the Baxalta SIP, as applicable. 

Section 3.03 Supplemental Pension Plan 

(a) Establishment of Baxalta SERP. Effective as of or before the Pension Split Date, Baxalta shall establish the Baxalta SERP, with
terms and funding arrangements substantially similar to those of the Baxter SERP as of the Pension Split Date. 

  
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 (b) Assumption of SERP Liabilities and Transfer from Baxter SERP. Except as provided
below, as of a Transferred Employee’s Pension Eligibility Date, Baxalta shall, and shall cause the Baxalta SERP to, assume all Liabilities for all obligations under the Baxter SERP for the benefits of such individual (and any other individual
on whose behalf Liabilities are transferred from the Baxter Pension Plan to the Baxalta Pension Plan under Section 3.01(b)(ii)) and his or her beneficiaries and/or alternate payees determined as of the applicable Transfer Date, and
Baxter and the Baxter SERP shall be relieved of all Liabilities for those benefits. 
 (c) Baxalta SERP Provisions. As of the
Pension Split Date, the Baxalta SERP shall provide that: 
 (i) Transferred Employees shall (A) be eligible to
participate in the Baxalta SERP to the extent they were eligible to participate in the Baxter SERP as of the applicable Pension Eligibility Date, and (B) receive credit for vesting, eligibility and benefit service for all service credited for
those purposes under the Baxter SERP as of the Pension Eligibility Date as if that service had been rendered to Baxalta (provided that in the event that any such Transferred Employee receives a distribution from the Baxter SERP, the value of such
distribution shall be offset against future benefits under the Baxalta SERP to the extent necessary to avoid a duplication of benefits, the terms of such offset to be set forth in the Baxalta SERP); 

(ii) the compensation paid by the Baxter Group to a Transferred Employee that was recognized under the Baxter SERP as of the
Pension Eligibility Date shall be credited and recognized for all applicable purposes under the Baxalta SERP as though it were compensation from the Baxalta Group; 

(iii) the accrued benefit of each Transferred Employee under the Baxter SERP as of the applicable Pension Eligibility Date
shall be payable under the Baxalta SERP at the same time and in the same form that would have been paid under the Baxter SERP, treating such Transferred Employee’s separation from service from the Baxalta Group as if it were a separation from
service from the Baxter Group, taking into account any election made by the Transferred Employee relating to the time and form of his or her payment under the Baxter SERP; provided, however, that 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, and the Pension Plan benefit of such participant is transferred back to the Baxter Pension
Plan pursuant to Section 3.01(b)(iii), the accrued benefit of such participant shall be paid exclusively by the Baxter SERP and shall be calculated as if such participant had been employed continuously by the Baxter Group through such
participant’s date of termination; 
 (iv) the Baxalta SERP shall assume and honor the terms of all arrangements
relating to beneficiaries in effect and honored under the Baxter SERP as of the applicable Transfer Date with respect to Transferred Employees; and 

(v) the Baxalta SERP shall provide the additional benefit accruals, if any, required by USERRA for a Former Employee who is
employed by the Baxalta Group following the Distribution Date pursuant to Section 2.02(a)(i)(C), including any amount that relates to the period of military leave that occurred prior to the Distribution Date. 

  
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 (d) Baxter SERP after Transfer Date. From and after a Transferred Employee’s Pension
Eligibility Date, such Transferred Employee shall not participate in or accrue any benefits under the Baxter SERP. Without limiting the generality of the foregoing, each Transferred Employee shall cease to participate in the Baxter SERP effective as
of the applicable Pension Eligibility Date, except as otherwise provided in Section 3.03(c)(iii). The Baxter SERP shall continue to be responsible for Liabilities in respect of Baxter Retained Employees, Former Employees and (until the
applicable Transfer Date) Post-Distribution Baxalta Employees and their beneficiaries. To the maximum extent permitted by Treasury Regulations Section 1.409A-1(h)(4), a Transferred Employee shall not be considered to have undergone a
“separation from service” for purposes of Code Section 409A and the Baxter SERP solely by reason of the Separation, and, following his or her Transfer Date, the determination of whether a Transferred Employee has incurred a separation
from service with respect to his or her benefit in the Baxalta SERP shall be based solely upon his performance of services for the Baxalta Group. 

Section 3.04 Deferred Compensation Plan. 

(a) Establishment of Baxalta DCP. Effective as of or before the Distribution Date, Baxalta shall establish the Baxalta DCP, with terms
comparable in the aggregate to those of the Baxter DCP as of the Distribution Date; provided that the investment options thereunder may be different than those available under the Baxter DCP. 

(b) Assumption of DCP Liabilities and Transfer from Baxter DCP. 

(i) As of a Transferred Employee’s Transfer Date, Baxalta shall, and shall cause the Baxalta DCP to, assume all
Liabilities for all obligations under the Baxter DCP for the benefits of such individual and his or her beneficiaries, determined as of the applicable Transfer Date, and Baxter and the Baxter DCP shall be relieved of all Liabilities for those
benefits. 
 (ii) As of or as soon as practicable after the applicable Transfer Date, the Parties shall cooperate to cause
the accounts of the applicable Transferred Employee participating in the Baxter DCP to be transferred to the Baxalta DCP. Baxalta shall (A) credit each such Transferred Employee’s account with (1) the amount deferred by such
individual into the Baxter DCP as of the applicable Transfer Date, plus (2) any employer contributions, whether vested or unvested, deemed to have been made in relation to the amount described in (1), including, in each case, any earnings
thereon, and (B) recognize and honor all deferral and distribution elections made by such individual (including any deferral election applicable to any bonus earned but not yet paid as of the applicable Transfer Date). 

(iii) The accrued benefit of each Transferred Employee under the Baxter DCP as of the applicable Transfer Date shall be
payable under the Baxalta DCP at the same time and in the same form that would have been paid under the Baxter 

  
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DCP, treating such Transferred Employee’s separation from service from the Baxalta Group as if it were a separation from service from the Baxter Group, taking into account any election made
by the Transferred Employee relating to the time and form of his or her payment under the Baxter DCP. 
 (iv) Baxalta shall
credit to the account of each Transferred Employee in the Baxalta DCP who was a participant in the Baxter DCP immediately prior to the Transfer Date an amount equal to the Excess Matching Contributions and Employer Non-Matching Contributions (in
each case as defined in the Baxter DCP), to which such Transferred Employee would have been entitled had such Transferred Employee been employed by the Baxter Group throughout 2015, reduced by the amount of Excess Matching Contributions and Employer
Non-Matching Contributions credited to such Transferred Employee’s account in the Baxter DCP, and shall also make up any contributions required by USERRA for a Former Employee who is employed by the Baxalta Group following the Distribution Date
pursuant to Section 2.02(a)(i)(C), including any amount that relates to the period of military leave that occurred prior to the Distribution Date. 

(c) Baxter DCP after Transfer Date. From and after a Transferred Employee’s Transfer Date, such individual shall not participate
in or accrue any benefits under the Baxter DCP. Without limiting the generality of the foregoing, each Transferred Employee shall cease to participate in the Baxter DCP effective as of his or her Transfer Date. The Baxter DCP shall continue to be
responsible for Liabilities in respect of Baxter Retained Employees, Former Employees and (until the applicable Transfer Date) Post-Distribution Baxalta Employees and their beneficiaries. To the maximum extent permitted by Treasury Regulations
Section 1.409A-1(h)(4), a Transferred Employee shall not be considered to have undergone a “separation from service” for purposes of Code Section 409A and the Baxter DCP solely by reason of the Separation, and, following his
Transfer Date, the determination of whether a Transferred Employee has incurred a separation from service with respect to his or her benefit in the Baxalta DCP shall be based solely upon his or her performance of services for the Baxalta Group. 

ARTICLE IV 
 NON-U.S.
RETIREMENT PLANS 
 Section 4.01 Establishment of Non-U.S. Retirement Plans and Transfers of Assets and Liabilities.
Except as mutually agreed upon by the Parties or required under this Article IV, effective as of or before the Distribution Date, Baxalta or its appropriate Affiliate will establish pension and retirement plans (whether defined contribution or
defined benefit pension plans) with terms that are reasonably comparable to those of the corresponding Non-U.S. Baxter Benefit Plan. For purposes of this Article IV, the term Non-U.S. Baxter Benefit Plan shall not include the Baxter Puerto
Rico Pension Plan or the Baxter SIP. 
 (a) Transfer of Non-U.S. Retirement Plan Assets and Liabilities. As soon as practicable
prior to, on or after the Distribution Date, except as otherwise provided in this Agreement, the Assets and Liabilities determined as of the date of the applicable local closing occurring prior to, on or after the Distribution Date (such date, the
“Applicable Closing 

  
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Date”) under the corresponding Non-U.S. Baxter Benefit Plan attributable to Transferred Non-U.S. Employees (and, with respect to each of the countries or entities listed in
Schedule 4.01(a), Former Employees) who are participants in that plan, along with any other Assets and Liabilities that Baxalta agrees to assume with respect to such plan, shall be transferred to the applicable Non-U.S. Baxalta Benefit Plan.
The Non-U.S. Baxter Benefit Plan shall retain all Assets and Liabilities related to Baxter Retained Employees, Former Employees (other than Former Employees in the countries or of the entities listed in Schedule 4.01(a)) and Post-Distribution
Baxalta Employees (subject to Section 4.01(c)), and with respect to all countries and entities set forth in Schedule 4.02(a) in accordance with Section 4.02(a). Assets will be allocated between the plans based on the
proportion of Liabilities borne by each plan. Except as otherwise mutually agreed upon by the Parties, such Liabilities will be valued using the projected benefit obligation based on plan provisions as in effect at the Applicable Closing Date and
applying demographic and other assumptions used in the most recently completed valuation of the applicable Non-U.S. Baxter Benefit Plan (and taking into account the requirements of ASC 715 as it exists as of the Applicable Closing Date);
provided, however, that all economic assumptions will be updated as of the Applicable Closing Date. The transfer amount described above shall be credited or debited, as applicable, with a pro rata share of the actual investment
earnings or losses allocable to the transfer amount for the period between the Applicable Closing Date and an assessment date set by Baxter that is as close as practicable, taking into account the timing and reporting of valuation of the applicable
Non-U.S. Baxter Benefit Plan’s Assets, to the date upon which Assets equal in value to the transfer amount are actually transferred from the applicable Non-U.S. Baxter Benefit Plan to the applicable Non-U.S. Baxalta Benefit Plan;
provided that, if actual investment earnings or losses are not then determinable, Baxter and Baxalta shall then agree on a reasonable alternative methodology (which may include expected or estimated returns used for other similar purposes by
Baxter in the ordinary course of business). During this period, benefits payable to Transferred Non-U.S. Employees (and, with respect to those countries or entities listed in Schedule 4.01(a), Former Employees) shall be paid from the Non-U.S.
Baxter Benefit Plan. Except as otherwise mutually agreed upon by the Parties, 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 above. Any third party fees, costs or expenses incurred under the applicable Non-U.S. Baxter Benefit Plan during the period from the Applicable Closing Date to the assessment date set by Baxter shall be shared by
the Parties based on the proportion of Liabilities borne by the applicable Non-U.S. Baxter Benefit Plan and the applicable Non-U.S. Baxalta Benefit Plan. The Parties agree to use commercially reasonable efforts to accomplish each transfer as soon as
practicable on or following the Applicable Closing Date and to cooperate with each other to make such filings and disclosures and obtain such approvals as may be deemed necessary or advisable in accordance with applicable Law. Notwithstanding the
foregoing, to the extent a Non-U.S. Baxter Benefit Plan is not required to be funded by applicable Law or is not voluntarily funded, there shall be no transfer of Assets by the Non-U.S. Baxter Benefit Plan or by the Baxter Group in respect thereof.

 (b) Non-U.S. Baxalta Retirement Plan Provisions. Each Non-U.S. Baxalta Benefit Plan shall provide, except as otherwise provided
in this Agreement or local Conveyance and Assumption Instruments that: 
 (i) Transferred Non-U.S. Employees (and, with
respect to each of the countries or entities listed in Schedule 4.01(a), Former Employees) shall (A) be 

  
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eligible to participate in the Non-U.S. Baxalta Benefit Plan to the extent they were eligible to participate in the corresponding Non-U.S. Baxter Benefit Plan, and (B) receive credit for
vesting, eligibility and benefit service to the same extent recognized by Baxter as of immediately prior to the Transfer Date for all service credited for those purposes under the corresponding Non-U.S. Baxter Benefit Plan as if that service had
been rendered to Baxalta; 
 (ii) the compensation paid by the Baxter Group to a Transferred Non-U.S. Employee (or, with
respect to each of the countries or entities listed in Schedule 4.01(a), a Former Employee) that is recognized under the Non-U.S. Baxter Benefit Plan shall be credited and recognized for all applicable purposes under the corresponding
Non-U.S. Baxalta Benefit Plan as though it were compensation from the Baxalta Group; and 
 (iii) the accrued benefit of
each Transferred Non-U.S. Employee (or, with respect to each of the countries or entities listed in Schedule 4.01(a), each Former Employee) under the Non-U.S. Baxter Benefit Plan that is transferred to the corresponding Non-U.S. Baxalta
Benefit Plan pursuant to Section 4.01(a) shall be paid under such Non-U.S. Baxalta Benefit Plan in accordance with the terms of such Non-U.S. Baxalta Benefit Plan and applicable Law, with employment by the Baxter Group treated as
employment by the Baxalta Group under the Non-U.S. Baxalta Benefit Plan for purposes of determining eligibility for optional forms of benefit, early retirement benefits, or other benefit forms. 

(c) Subsequent Transfers. Periodically, at such times as agreed upon by the Parties after the initial transfer described in
Section 4.01(a), Baxalta shall cause the applicable Non-U.S. Baxalta Benefit Plan to receive Assets and assume all Liabilities under the applicable Non-U.S. Baxter Benefit Plan for Post-Distribution Baxalta Employees who become
Transferred Employees (including Assets and Liabilities in respect of beneficiaries and/or alternate payees) and the applicable Non-U.S. Baxter Benefit 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 4.01(a) (and shall include any employee contributions made by such Post-Distribution Baxalta Employee between the Distribution Date and the applicable Transfer Date) and
shall be subject to the applicable provisions of Section 4.01(a). 
 (d) Notwithstanding the foregoing, if pension benefits are
funded by individually linked insurance contracts, such contracts in respect of Transferred Employees shall be assigned to Baxalta or its applicable Subsidiary in lieu of the transfers of (and calculations of value with respect to) other Assets
otherwise contemplated hereby. 
 Section 4.02 Shared Plan Model. 

(a) Baxalta Participation in Non-U.S. Baxter Retirement Plans. 

(i) In each of the countries or entities listed in Schedule 4.02(a), Baxter or its appropriate Affiliate will permit
Baxalta or its appropriate Affiliate to continue to participate in the Non-U.S. Baxter Benefit Plan providing retirement 

  
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benefits in that country after the Distribution. Except as otherwise mutually agreed upon by the Parties, such continued participation is subject to the following requirements: (A) Baxter or
its appropriate Affiliate will remain the principal employer under the plan; (B) the applicable Baxter pension fund (or such other party or parties have such amendment rights under the terms of the applicable plan, if any) may amend the plan at
any time; (C) any third party fees, costs or expenses shall be shared by the Parties on the basis of their proportionate share of the insured salaries under the Non-U.S. Baxter Benefit Plan; (D) Baxter shall determine the benefit formula
or structure under the plan (which shall apply uniformly to all similarly situated participants); and (E) such continued participation may not extend beyond two years after the Distribution Date, unless otherwise mutually agreed by each
Party’s CVP or EVP, as applicable, of Human Resources (or such individual’s delegate). 
 (ii) At or before the
end of the shared plan period, in each of the countries or entities listed in Schedule 4.02(a), Baxalta or its appropriate Affiliate shall establish its own plan or arrangement to deliver the benefits due to Baxalta Employees (and, with
respect to each of the countries or entities marked with an asterisk in Schedule 4.02(a), Former Employees) under the applicable Non-U.S. Baxter Benefit Plan or otherwise shall be responsible for all costs incurred by the Parties in
connection with winding up or terminating the participation of Baxalta or its appropriate Affiliate in the Non-U.S. Baxter Benefit Plan. Following the establishment of the Non-U.S. Baxalta Benefit Plan, the Assets and Liabilities of the Non-U.S.
Baxter Benefit Plan attributable to Baxalta Employees (and, with respect to each of the countries or entities marked with an asterisk in Schedule 4.02(a), Former Employees) who are participants in that plan shall be transferred to the
applicable Non-U.S. Baxalta Benefit Plan. Assets will be allocated between the plans based on the proportion of Liabilities borne by each plan. Except as otherwise mutually agreed upon by the Parties, such Liabilities will be valued as of the Shared
Plan Replacement Date using the projected unit credit method based on plan provisions as in effect at the Shared Plan Replacement Date and applying the demographic and other assumptions used in the most recently completed valuation of the applicable
Non-U.S. Baxter Benefit Plan (and taking into account the requirements of ASC 715 as it exists as of the Shared Plan Replacement Date); provided, however, that all economic assumptions will be updated as of the Shared Plan Replacement
Date. The transfer amount described above shall be credited or debited, as applicable, with a pro rata share of the actual investment earnings or losses allocable to the transfer amount for the period between the Shared Plan Replacement Date and an
assessment date set by Baxter that is as close as practicable, taking into account the timing and reporting of valuation of the applicable Non-U.S. Baxter Benefit Plan’s Assets, to the date upon which Assets equal in value to the transfer
amount are actually transferred from the applicable Non-U.S. Baxter Benefit Plan to the applicable Non-U.S. Baxalta Benefit Plan; provided that, if actual investment earnings or losses are not then determinable, Baxter and Baxalta shall then
agree on a reasonable alternative methodology (which may include expected or estimated returns used for other similar purposes by Baxter in the ordinary course of business). During this period, benefits payable to Baxalta Employees (and, with
respect to each of the countries or entities marked with an asterisk in Schedule 4.02(a), Former Employees) shall be paid from the Non-U.S. Baxter Benefit Plan. Except as otherwise mutually agreed upon by the Parties, the ultimate transfer
amount shall be 

  
 29 








 
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 above. Any third party fees,
costs or expenses incurred under the applicable Non-U.S. Baxter Benefit Plan during the period from the Shared Plan Replacement Date to the assessment date set by Baxter shall be shared by the Parties on the basis of their proportionate share of the
insured salaries under the Non-U.S. Baxter Benefit Plan. The Parties agree to use commercially reasonable efforts to accomplish each transfer as soon as practicable following the Shared Plan Replacement Date and to cooperate with each other to make
such filings and disclosures and obtain such approvals as may be deemed necessary or advisable in accordance with applicable Law. Such transfers and any actuarial assumptions shall be subject to such minimum consents, approvals and other legal
requirements as may apply under applicable Law, including, if required, the consent of any affected plan participant or any other third party. Notwithstanding the foregoing, to the extent a Non-U.S. Baxter Benefit Plan is not required to be funded
by applicable Law or is not voluntarily funded, there shall be no transfer of Assets by the Non-U.S. Baxter Benefit Plan or by the Baxter Group in respect thereof. 

(b) Non-U.S. Baxter Retirement Plan Provisions. Each Non-U.S. Baxter Benefit Plan described in Section 4.02(a) shall
provide, except as otherwise provided in this Agreement, that: 
 (i) Baxalta Employees (and, with respect to each of the
countries or entities marked with an asterisk in Schedule 4.02(a), Former Employees) shall (A) be eligible to participate in the Non-U.S. Baxter Benefit Plan to the extent they were eligible to participate in such plan immediately prior
to the Distribution Date, and (B) receive credit for vesting, eligibility and benefit service for all service with the Baxalta Group during the shared plan period as if that service had been rendered to Baxter; 

(ii) the compensation paid by the Baxalta Group to a Baxalta Employee (and, with respect to each of the countries or entities
marked with an asterisk in Schedule 4.02(a), a Former Employee) during the shared plan period shall be credited and recognized for all applicable purposes under the corresponding Non-U.S. Baxter Benefit Plan as though it were compensation
from the Baxter Group; and 
 (iii) the accrued benefit of each Baxalta Employee (and, with respect to each of the countries
or entities marked with an asterisk in Schedule 4.02(a), Former Employee) under the Non-U.S. Baxter Benefit Plan shall be paid at the time and in a form provided under such plan, with employment by the Baxalta Group during the shared plan
period treated as employment by the Baxter Group under the Non-U.S. Baxter Benefit Plan for purposes of determining eligibility for optional forms of benefit, early retirement benefits, or other benefit forms. 

(c) Subsequent Transfers. Periodically, at such times as agreed upon by the Parties after the initial transfer described in
Section 4.02(a), Baxalta shall cause the applicable Non-U.S. Baxalta Benefit Plan to receive Assets and assume all Liabilities under the applicable Non-U.S. Baxter Benefit Plan for Post-Distribution Baxalta Employees (and, with 

  
 30 








 
respect to each of the countries or entities marked with an asterisk in Schedule 4.02(a), Former Employees) who become Transferred Employees (including Assets and Liabilities in respect of
beneficiaries and/or alternate payees) and the applicable Non-U.S. Baxter Benefit 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 4.02(a) (and shall include any employee contributions made by such Post-Distribution Baxalta Employee between the Distribution Date and the applicable Transfer Date) and shall be subject to the applicable provisions of
Section 4.02(a). 
 ARTICLE V 

WELFARE AND FRINGE BENEFIT PLANS 

Section 5.01 Health and Welfare Plans. 

(a) Establishment of Baxalta Health and Welfare Plans. Effective as of or before the Distribution Date, Baxalta shall establish the
Baxalta Health and Welfare Plans, with terms comparable in the aggregate to those of the corresponding Baxter Health and Welfare Plans as of the Distribution Date unless otherwise provided in this Article V. 

(b) Waiver of Conditions; Benefit Maximums. Baxalta shall, to the extent commercially reasonable and permitted under applicable Law
and, with respect to Non-U.S. Health and Welfare Plans, to the extent applicable, cause the Baxalta Health and Welfare Plans to: 

(i) with respect to initial enrollment (whether passive or active) prior to, as of or following the applicable Transfer Date,
waive: 
 (A) all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation
and coverage requirements applicable to any Transferred Employee, other than limitations that were in effect with respect to the Transferred Employee under the applicable Baxter Health and Welfare Plan as of immediately prior to such
individual’s Transfer Date, and 
 (B) any waiting period limitation or evidence of insurability requirement applicable
to a Transferred Employee other than limitations or requirements that were in effect with respect to such Transferred Employee under the applicable Baxter Health and Welfare Plan as of immediately prior to such individual’s Transfer Date; and

 (ii) take into account: 

(A) with respect to aggregate annual, lifetime, or similar maximum benefits available under the Baxalta Health and Welfare
Plans, a Transferred Employee’s prior claim experience under the Baxter Health and Welfare Plans and any Benefit Plan that provides leave benefits; and 

  
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 (B) any eligible expenses incurred by a Transferred Employee and his or her
covered dependents during the portion of the plan year of the applicable Baxter Health and Welfare Plan ending on the applicable Transfer Date to be taken into account under such Baxalta Health and Welfare Plan for purposes of satisfying all
deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Transferred Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Baxalta Health and
Welfare Plan. 
 (c) Allocation of Health and Welfare Assets and Liabilities. 

(i) General Principles. Notwithstanding any other provision hereof and except as otherwise agreed between the Parties,
(A) Baxter shall retain all Liabilities relating to Incurred Claims of Baxter Retained Employees and Former Employees under the Baxter Health and Welfare Plans, and shall also retain Assets (including, without limitation, Medicare
reimbursements, pharmaceutical rebates, and similar items) associated with such Incurred Claims and (B) Baxalta shall be responsible for Incurred Claims of Baxalta Employees from and after the applicable Transfer Date. Baxalta shall be
responsible for all Liabilities relating to Incurred Claims under any Baxalta Health and Welfare Plan and shall also retain Assets (including, without limitation, Medicare reimbursements, pharmaceutical rebates, and similar items) associated with
such Incurred Claims. 
 (ii) Disability Benefits. Notwithstanding any other provision hereof and except as otherwise
agreed between the Parties, (A) Baxter shall be responsible for Incurred Claims (including ongoing benefit payments) of Baxter Retained Employees and Former Employees for short- and long-term disability benefits, regardless of when the
applicable Incurred Claim was incurred and (B) subject to the immediately following sentence, Baxalta shall be responsible for Incurred Claims (including ongoing benefit payments) of Baxalta Employees from and after the applicable Transfer Date
for short-term disability benefits and long-term disability benefits. Notwithstanding the foregoing, a Baxalta Employee who is on short-term disability leave on the Transfer Date and who subsequently qualifies for long-term disability without an
intervening new Incurred Claim shall receive long-term disability benefits from the Baxter long-term disability plan, but all other benefits attributable to his or her disability (including continued pension accrual, if applicable, and participation
in any medical or life insurance plan for disabled persons) shall be provided by the applicable Baxalta Benefit Plan, if any, or otherwise be the responsibility of Baxalta, and if Baxalta does not sponsor a plan providing any such benefits, such
Baxalta Employee shall not be entitled to such benefits from any Baxter Benefit Plan. 
 (iii) Flexible Spending
Accounts. Except as set forth on Schedule 5.01(c)(iii), the Parties shall take all actions necessary to ensure that, effective as of the Distribution Date (or, if later, the Transfer Date applicable to a Post-Distribution Baxalta
Employee), (A) the health care and dependent care flexible spending accounts of Transferred Employees (whether positive or negative) (the “Transferred Flexible  

  
 32 








 
Spending Account Balances”) under the applicable Baxter Health and Welfare Plan shall be transferred to the corresponding Baxalta Health and Welfare Plan; (B) the elections,
contribution levels and coverage of the applicable Transferred Employees shall apply under the Baxalta Health and Welfare Plan in the same manner as under the corresponding Baxter Health and Welfare Plan; and (C) the applicable Transferred
Employees shall be eligible for reimbursement from the Baxalta Health and Welfare Plan on the same basis and the same terms and conditions as under the corresponding Baxter Health and Welfare Plan. As soon as practicable after the Distribution Date,
and in any event within 30 business days after the amount of the Transferred Flexible Spending Account Balances is determined, Baxter shall pay Baxalta the net aggregate amount of the Transferred Flexible Spending Account Balances, if such amount is
positive, and Baxalta shall pay Baxter the net aggregate amount of the Transferred Flexible Spending Account Balances, if such amount is negative. 

(d) Retiree Health Care Plan and Retiree Life Insurance. Notwithstanding any other provision hereof (or any other action taken by
Baxter and Baxalta on or prior to the Distribution Date, including any assignment and assumption of Assets or Liabilities related thereto), Baxter shall retain the Liabilities and responsibility for all obligations under the Baxter Retiree Health
Care Plan and the Baxter Health and Welfare Plan (solely with respect to life insurance benefits in the case of the Baxter Health and Welfare Plan) for benefits due to Baxter Retained Employees and Former Employees, and shall also retain Assets,
including, without limitation, Medicare reimbursements, pharmaceutical rebates, and similar items, associated with such benefits. Effective as of or before the Distribution Date, Baxalta shall establish a health care plan for retirees, with terms
comparable in the aggregate to the Baxter International Inc. Welfare Plan for Retirees and Disabled Individuals, provided that the Baxalta Plan shall not be required to provide any benefits previously provided by the Baxter International Inc. and
Subsidiaries Medical and Dental Plan for Disabled Individuals prior to its merger into the Baxter International Inc. Welfare Plan for Retirees and Disabled Individuals. 

(e) Baxter Health and Welfare Plans after Distribution Date. Transferred Employees shall cease to participate in the Baxter Health and
Welfare Plans effective as of their respective Transfer Dates. 
 (f) Shared Health and Welfare Plans.To the extent that, following
the Distribution Date, there is any Non-U.S. Health and Welfare Plan pursuant to which health and welfare benefits are provided to Employees of both the Baxter Group and the Baxalta Group, the Parties or their appropriate Affiliates shall share the
costs for such shared plan, except as otherwise mutually agreed upon by the Parties. Any Baxter Affiliate or Baxalta Affiliate may withdraw from or otherwise cease to participate in any such shared plan following the Distribution Date upon at least
90 days’ advance written notice to the other participating employer(s) of such withdrawal or cessation. 
 (g) Multi-National
Pooling Arrangements. For purposes of this provision, the term “multi-national pooling arrangement” means a contract or arrangement that facilitates the purchase or provision of employee benefits. Baxter shall retain all Assets
(including, without limitation, rights to dividends and similar items) with respect to employee benefits-related pooling contracts to which any member of the Baxter Group is a party or under 

  
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which any member of the Baxter Group pays the premiums. From and after the Distribution Date, Baxalta shall retain all Assets (including, without limitation, rights to dividends and similar
items) with respect to employee benefits-related pooling contracts to which any member of the Baxalta Group is a party or under which any member of the Baxalta Group pays the premiums. 

(h) Life Insurance Premium Reserve Refund. The Parties acknowledge and agree that a cash payment in respect of surplus life insurance
premiums paid prior to the Distribution Date is expected to be received by the Baxter Group in late 2015 or early 2016. Promptly following the Baxter Group’s receipt of any such amounts, Baxter shall notify Baxalta of the amount of such payment
attributable to employee-paid premiums with respect to Transferred Employees and shall promptly pay such amounts to the account or accounts directed by Baxalta and Baxalta shall use such amounts for the benefit of the applicable employees (whether
through a premium holiday, reduced premiums or otherwise). 
 Section 5.02 COBRA and HIPAA. Baxter shall continue
to be responsible for compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Baxter Health and Welfare Plans with respect to any
(a) Baxter Retained Employees and any Former Employees (and their covered dependents) who incur a qualifying event under COBRA on, prior to, or following the Distribution Date, (b) Baxalta Employees who do not at any time become
Transferred Employees (and their covered dependents) who incur a qualifying event under COBRA on, prior to, or following the Distribution Date, and (c) other Baxalta Employees (and their covered dependents), with respect to qualifying events
under COBRA incurred prior to or on the applicable Transfer Date. Baxalta shall assume responsibility for compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the
corresponding provisions of the Baxalta Health and Welfare Plans with respect to any Transferred Employees (and their covered dependents) who incur a qualifying event or loss of coverage under the Baxalta Health and Welfare Plans after their
respective Transfer Dates. The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA. 

Section 5.03 Vacation, Holidays and Leaves of Absence. Effective as of the applicable Transfer Date in accordance
with Section 2.01(a)(i), Baxalta shall be responsible for any and all Liabilities to, or relating to, Transferred Employees in respect of vacation, holiday, personal days, sick days, annual leave or other leave of absence, and required
payments related thereto. Baxter shall retain all Liabilities with respect to vacation, holiday, annual leave or other leave of absence, and required payments related thereto, for each Baxter Retained Employee and Former Employee, as well as Baxalta
Employees until the applicable Transfer Date of such Baxalta Employees. 
 Section 5.04 Severance and Unemployment
Compensation. Effective as of the applicable Transfer Date, Baxalta shall be responsible for any and all Liabilities to, or relating to, Transferred Employees in respect of severance and unemployment compensation. Subject to any
specific agreement to the contrary in the Separation and Distribution Agreement or any Ancillary Agreement and subject to Section 2.02(a)(ii), Baxter shall be responsible for any and all Liabilities to, or relating to, Baxter Retained
Employees and Former Employees, as 

  
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well as Baxalta Employees until an applicable Transfer Date occurs with respect to such Baxalta Employees, in respect of severance and unemployment compensation, regardless of whether the event
giving rise to the Liability occurred prior to, on, or following the Distribution Date. In the event that an employee receiving severance pay under the Baxter severance plan is hired by Baxalta or an employee receiving severance pay under the
Baxalta severance plan is hired by Baxter, the remaining severance payable to the employee under the terms of the Baxter severance plan (or the Baxalta severance plan, as applicable), if any, shall (to the extent Baxter is, or would be upon such
hiring, processing Baxalta’s payroll with respect to such employee at such time) be paid in a single lump sum to the extent permitted by Code Section 409A and, if not so permitted, shall be forfeited. 

Section 5.05 Workers’ Compensation. Except as required by applicable Law or as otherwise determined jointly by the
Parties as a result of the requirements of any Governmental Authority, all United States workers’ compensation Liabilities relating to, arising out of, or resulting from any claim (a) by Employees designated internally as working for or
assigned to the BioScience or BioLife commercial units, to the extent such claim was incurred prior to May 1, 2015, shall be assumed, or retained as the case may be, by Baxalta as of the Transfer Date or (b) incurred on or after
May 1, 2015 shall be assumed, or retained as the case may be, by the Party (or its applicable Subsidiary) that employed such Employee as of the time of such claim. The Baxter Group shall be responsible for all Liabilities relating to, arising
out of, or resulting from any United States workers’ compensation claims incurred prior to May 1, 2015 unless expressly specified otherwise in the immediately preceding sentence or as required by applicable Law. Each member of the Baxalta
Group and the Baxter Group shall cooperate with respect to any notification to appropriate governmental agencies of the disposition and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims
handling contracts. 
 ARTICLE VI 

EQUITY, INCENTIVE, AND DIRECTOR AND EXECUTIVE COMPENSATION PROGRAMS 

Section 6.01 Equity Incentive Programs. 

(a) Options, PSUs and RSUs. The Parties shall use commercially reasonable efforts to take all actions necessary or appropriate so that
each outstanding Baxter Option, Baxter PSU Award, or Baxter RSU Award granted under a Baxter Stock Program shall be adjusted or converted as set forth in this Section 6.01. This Section 6.01(a) shall not apply to grants
(including those Baxter RSU Awards deferred pursuant to the Baxter Directors’ DCP) made under the Baxter Directors’ Plan (or any successor or predecessor plan), and the sole provisions with respect to the adjustment and conversion of those
grants are set forth in Section 6.04. 
 (i) Baxter Options. As determined by the Baxter Compensation
Committee pursuant to its authority under the applicable Baxter Stock Program, each Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014) that remains outstanding as of immediately prior
to the 

  
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Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the Distribution Date into both an Adjusted Baxter Option and a
Baxalta Option. As determined by the Baxter Compensation Committee pursuant to its authority under the applicable Baxter Stock Program, each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after
July 1, 2014), but prior to the Distribution Date that remains outstanding as of immediately prior to the Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the
Distribution Date into (x) an Adjusted Baxter Option in the case of Baxter Employees and Baxter Former Employees or (y) a Baxalta Option in the case of Baxalta Employees or Baxalta Former Employees. Each such adjusted or converted Option
shall, except as otherwise provided in this Section 6.01, be subject to the same terms and conditions (including with respect to vesting) after the Distribution Date as applicable to such Baxter Option immediately prior to the
Distribution Date; provided, however, that upon such adjustment or conversion: 
 (A) with respect to each
Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014), the number of Baxter Common Shares subject to such Option shall be unchanged from the number of Baxter Common Shares that were
subject to the original unadjusted Baxter Option; 
 (B) with respect to each Baxter Option granted prior to January 1,
2015 (other than new hire grants made on or after July 1, 2014), the number of shares of Baxalta Common Stock subject to the Baxalta Option issued with respect to such Option, rounded down to the nearest whole share, shall be equal to the
product obtained by multiplying (1) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date times (2) the Distribution Ratio; 

(C) with respect to each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or
after July 1, 2014), the number of Baxter Common Shares subject to such Adjusted Baxter Option (if any), rounded down to the nearest whole number, shall be equal to (1) the number of Baxter Common Shares subject to the Baxter Option
immediately prior to the Distribution Date, divided by (2) the Baxter Percentage; 
 (D) with respect to each Baxter
Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014), the number of shares of Baxalta Common Stock subject to the Baxalta Option into which such Baxter Option is converted (if any),
rounded down to the nearest whole number, shall be equal to (1) the product obtained by multiplying (xx) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date times (yy) the Distribution
Ratio, divided by (2) the Baxalta Percentage; 

  
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 (E) the per share exercise price of each Adjusted Baxter Option, rounded up to
the nearest hundredth of a cent, shall be equal to (1) the Baxter Pre-Distribution Stock Value minus (2) the Baxter Pre-Distribution Option Value; and 

(F) the per share exercise price of each Baxalta Option, rounded up to the nearest hundredth of a cent, shall be equal to
(1) the Baxalta Stock Value minus (2) the Baxalta Pre-Distribution Option Value; 
 provided, however, that the exercise price, the
number of Baxter Common Shares and shares of Baxalta Common Stock subject to such options, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Code Section 409A;
provided, further, that, in the case of any Baxter Option to which Code Section 421 applies by reason of its qualification under Code Section 422 as of immediately prior to the Distribution Date, the exercise price, the
number of Baxter Common Shares and shares of Baxalta Common Stock subject to such option, and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Code Section 424(a). 

(ii) Baxter PSU Awards. As determined by the Baxter Compensation Committee pursuant to its authority under the
applicable Baxter Stock Program, prior to the Distribution Date, Baxter shall, notwithstanding the existing terms of such awards, cause such Baxter Awards to be equitably adjusted. Each Baxter PSU Award granted prior to January 1, 2015
that remains outstanding as of immediately prior to the Distribution Date shall be converted (regardless of by whom held, and whether or not vested or unvested) into (A) a number of Baxter Awards equal to the number of Baxter Common Shares
payable in respect of such Baxter Award and (B) a number of Baxalta Awards equal to the product obtained by multiplying (1) the number of Baxter Common Shares payable in respect of such Baxter PSU Award times (2) the Distribution
Ratio, in each case as determined by Baxter’s Compensation Committee. The Baxter Awards and Baxalta Awards received upon conversion of Baxter PSU Awards in accordance with this Section 6.01(a)(ii) both shall be subject to
substantially the same terms and conditions (including with respect to vesting) immediately following the Distribution Date as applicable immediately prior to the Distribution Date for those Baxter Awards from which such Baxter Awards and Baxalta
Awards were converted. 
 (iii) Baxter RSU Awards. Each holder of Baxter RSU Awards granted prior to January 1,
2015 (other than new hire grants made on or after July 1, 2014) that remain outstanding as of immediately prior to the Distribution Date, regardless of by whom held, whether vested or unvested, shall receive (in addition to retaining such
Baxter RSU Awards) concurrently with the Distribution on the Distribution Date a number of Baxalta RSU Awards equal to the product obtained by multiplying (x) the number of such Baxter RSU Awards held by such holder times (y) the
Distribution Ratio. Each Baxter RSU Award granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) but prior to the Distribution Date that remains outstanding as of immediately prior to the
Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the Distribution Date into (A) an Adjusted Baxter RSU Award in the case of Baxter


  
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Employees and Baxter Former Employees or (B) a Baxalta RSU Award in the case of Baxalta Employees or Baxalta Former Employees. Except as set forth in this Section 6.01(a)(iii),
all Adjusted Baxter RSU Awards and Baxalta RSU Awards issued in accordance with this Section 6.01(a)(iii) shall be subject to substantially the same terms and conditions (including with respect to vesting) immediately following the
Distribution Date as applicable immediately prior to the Distribution Date for those Baxter RSU Awards from which such Adjusted Baxter RSU Awards and Baxalta RSU Awards were converted; provided, however, that with respect to each
Baxter RSU Award granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014): 

(A) the number of units represented by an Adjusted Baxter RSU Award shall be equal to (1) the number of units subject to
the Baxter RSU Award immediately prior to the Distribution Date, divided by (2) the Baxter Percentage; 
 (B) the
number of units represented by a Baxalta RSU Award shall be equal to (1) the product obtained by multiplying (xx) the number of units subject to the Baxter RSU Award immediately prior to the Distribution Date times (yy) the Distribution
Ratio, divided by (2) the Baxalta Percentage. 
 (iv) Notwithstanding the foregoing, the Parties may mutually agree not
to adjust (or to otherwise adjust as they deem appropriate) certain outstanding Baxter equity-based awards pursuant to the foregoing provisions of this Section 6.01 to the extent such actions would create or trigger adverse legal,
accounting or tax consequences or in order to comply with any Employee Agreement or similar agreement with any affected Employee. 
 (b)
Miscellaneous Award Terms. After the Distribution Date, Adjusted Baxter Awards, regardless of by whom held, shall be settled by Baxter, and Baxalta Awards, regardless of by whom held, shall be settled by Baxalta. Except as otherwise provided
in this Agreement, with respect to grants described in this Section 6.01, (i) no Transferred Employee shall be treated as having incurred a termination of employment with respect to any Baxter Award solely by reason of the transfer
of employment, (ii) employment with the Baxter Group shall be treated as employment with Baxalta with respect to Baxalta Awards held by Baxter Retained Employees, and (iii) employment with the Baxalta Group shall be treated as employment
with Baxter with respect to Adjusted Baxter Awards held by Baxalta Employees. In addition, neither the Separation nor the Distribution (including, for the avoidance of doubt, any Local Closing Transaction) shall constitute a termination of
employment for any Employee for purposes of any Adjusted Baxter Award or any Baxalta Award. Following the Distribution Date, for any award adjusted or otherwise received in accordance with this Section 6.01, any reference to a
“change in control,” “change of control” or similar definition in an award agreement, employment agreement or Baxter Stock Program applicable to such award (A) with respect to Adjusted Baxter Awards, shall be deemed to refer
to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Baxter Stock Program (a “Baxter Change of Control”), and (B) with
respect to Baxalta Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as 

  
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defined in the Baxalta Equity Plan (a “Baxalta Change of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Baxter Change of
Control shall be treated as a Baxalta Change of Control for purposes of Baxalta Awards held by Baxter Retained Employees or Baxter Former Employees, and a Baxalta Change of Control shall be treated as a Baxter Change of Control for purposes of
Adjusted Baxter Awards held by Baxalta Employees or Baxalta Former Employees. The Distribution shall not, in and of itself, be treated as either a Baxter Change of Control or a Baxalta Change of Control 

(c) Tax Reporting and Withholding. Following the Distribution Date, it is generally expected that (i) Baxter will be responsible
for all income, payroll and other tax remittance and reporting related to income of Baxter Retained Employees, Baxter Former Employees, and individuals who continue to be Baxter non-employee directors immediately following the Distribution Date in
respect of Adjusted Baxter Awards and Baxalta Awards; and (ii) Baxalta will be responsible for all income, payroll and other tax remittance and reporting related to income of Transferred Employees, Baxalta Former Employees and Baxalta
non-employee directors who do not continue to be Baxter non-employee directors immediately following the Distribution Date in respect of Adjusted Baxter Awards and Baxalta Awards. Baxter or Baxalta, as applicable, shall facilitate performance by the
other Party of its obligations hereunder by promptly remitting amounts or shares withheld in conjunction with a transfer of shares or cash, either (as mutually agreed by the Parties) directly to the applicable taxing authority or to the other Party
for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and
appropriate manner. Baxter and Baxalta shall, to the extent practicable, (x) treat Baxalta (or a member of the Baxalta Group designated by Baxter) as a “successor employer” and Baxter (or the appropriate member of the Baxter Group) as
a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Baxalta Employees (upon the Transfer Date for such Baxalta Employee) for purposes of taxes imposed under the United States Federal
Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (y) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each Baxalta Employee for the year in
which the Transfer Date for such Baxalta Employee occurs. The obligations to cooperate and support the other in respect of such tax withholding and remittance shall not continue beyond the termination or expiration of such or similar transition
services under the Transition Services Agreement. 
 (d) Registration and Other Regulatory Requirements. As soon as
possible following (or prior to) the Distribution Date, but in any case before the date of issuance of any shares of Baxalta Common Stock pursuant to the Baxalta Equity Plan, Baxalta agrees to file a Form S-8 Registration Statement (or such other
registration statement as may be permitted in lieu thereof if a Form S-8 Registration Statement is not then available for any such awards to be granted in accordance with the terms of this Agreement) with respect to, and to cause to be registered
pursuant to the Securities Act, the shares of Baxalta Common Stock authorized for issuance under the Baxalta Equity Plan as required pursuant to the Securities Act. The Parties shall take such additional actions as are deemed necessary or advisable
to effectuate the foregoing provisions of this Section 6.01, including compliance with securities Laws and other legal requirements associated with equity compensation awards in affected non-U.S. jurisdictions. Baxter agrees to
facilitate the adoption and approval of the Baxalta Equity Plan consistent with the requirements of Treasury Regulations Section 1.162-27(f)(4)(iii). 

  
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 (e) Baxter Equity-Based Awards in Certain Non-U.S. Jurisdictions. Notwithstanding the
foregoing provisions of this Section 6.01, the Parties may mutually agree, in their sole discretion (including as set forth in Schedule 6.01(e)), not to adjust certain outstanding Baxter equity-based awards pursuant to the
foregoing provisions of this Section 6.01, where those actions would create or trigger adverse legal, accounting or tax consequences for Baxter, Baxalta, and/or the affected non-U.S. award holders. In such circumstances, Baxter and/or
Baxalta may take any action necessary or advisable to prevent any such adverse legal, accounting or tax consequences, including, but not limited to, agreeing that the outstanding Baxter equity-based awards of the affected non-U.S. award holders
shall terminate in accordance with the terms of the Baxter Stock Programs and the underlying award agreements, in which case Baxalta or Baxter, as applicable, shall equitably compensate the affected non-U.S. award holders in an alternate manner
determined by Baxalta or Baxter, as applicable, in its sole discretion, or apply an alternate adjustment method. Where and to the extent required by applicable Law or tax considerations outside the United States, the adjustments described in this
Section 6.01 shall be deemed to have been effectuated immediately prior to the Distribution Date. 
 Section 6.02
Employee Stock Purchase Plan. 
 (a) Baxter ESPP. The administrator of the Baxter ESPP shall take all actions necessary
and appropriate to provide that: (i) the final purchases to be made thereunder by Baxalta Employees may, subject to clause (iv), occur (and reasonable time is provided to allow such purchases to occur) on or before the applicable Transfer Date
to allow such participants to purchase Baxter Common Shares under the Baxter ESPP on or prior to such Transfer Date; (ii) all participant payroll deductions and other contributions under the Baxter ESPP by Baxalta Employees shall cease on or
before the final purchases by such Baxalta Employees pursuant to in clause (i) of this paragraph; (iii) subject to clause (iv), Baxalta Employees in the Baxter ESPP shall not be eligible to make any future purchases or participate in any
future Offerings (as defined in the Baxter ESPP) following the applicable Transfer Date; and (iv) any cash remaining in the Baxter ESPP account of any Baxalta Employee described in clause (iii) shall either be used to make purchases of
Baxter Common Shares under the Baxter ESPP as of the next regularly scheduled purchase date under the Baxter ESPP or, to the extent required under applicable local Law, refunded to such Baxalta Employee. For purposes of this paragraph, the
administrator of the Baxter ESPP may establish an alternate Offering End Date (as defined in the Baxter ESPP) for a sub-plan of the Baxter ESPP, as it determines to be necessary or advisable to accommodate the operation and administration of the
sub-plan. 
 (b) Establishment of Baxalta ESPP. Effective as of or before the Distribution Date, Baxalta shall establish the Baxalta
ESPP, with terms substantially similar to those of the Baxter ESPP as of the Distribution Date; provided, however, that Baxalta may delay implementation of the Baxalta ESPP or otherwise choose not to establish such Baxalta ESPP in one
or more countries (i) to the extent necessary to complete those actions and undertakings that Baxalta, in its sole discretion, determines to be necessary or advisable to comply with applicable Law or (ii) if Baxalta determines, in its sole
discretion, that establishing and maintaining such Baxalta ESPP in such country would not be commercially reasonable in light of the facts and circumstances. 

  
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 Section 6.03 Annual Bonus. The Baxalta Group shall be responsible for all
annual bonus payments or other forms of cash incentive compensation (including commissions) to Transferred Employees (and Post-Distribution Baxalta Employees as part of the costs and expenses passed through to Baxalta pursuant to the International
Commercial Operations Agreement) in respect of any plan year, the payment date for which occurs on or after the applicable Transferred Employee’s Transfer Date. Notwithstanding the foregoing, the Parties intend to treat the portion of 2015
ending on the Distribution Date as a separate performance period for purposes of 2015 annual bonuses. The bonuses attributable to such separate performance period earned by Transferred Employees shall be paid by Baxalta at substantially the same
time such bonuses are paid to Baxter Retained Employees, and to the extent that payment is conditioned upon continued employment, employment by the Baxalta Group shall be treated as employment by the Baxter Group. 

Section 6.04 Directors’ Plan. Effective as of or before the Distribution Date, Baxalta shall establish the Baxalta
Directors’ Plan, with terms and funding arrangements substantially similar to those of the Baxter Directors’ Plan as of the Distribution Date. The Parties shall use commercially reasonable efforts to take all actions necessary or
appropriate so that each outstanding Baxter Option or Baxter RSU Award granted under the Baxter Directors’ Plan shall be adjusted or converted as set forth in this Section 6.04. For the avoidance of doubt, the remainder of this
Section 6.04 applies only to grants (including those Baxter RSU Awards deferred pursuant to the Baxter Directors’ DCP) made under the Baxter Directors’ Plan (or any successor or predecessor plan), while Section 6.01
is intended to apply to other programs included within the Baxter Stock Programs. 
 (a) Baxter Options. As determined by the Baxter
Compensation Committee pursuant to its authority under the Baxter Directors’ Plan, each Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014) that remains outstanding as of
immediately prior to the Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the Distribution Date into both an Adjusted Baxter Option and a Baxalta Option. As
determined by the Baxter Compensation Committee pursuant to its authority under the Baxter Directors’ Plan, each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) but
prior to the Distribution Date that remains outstanding as of immediately prior to the Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the Distribution Date into
(i) an Adjusted Baxter Option in the case of any holder thereof who, as of immediately following the Distribution Date, is not serving on the Baxalta Board or who is serving on both the Baxter Board and the Baxalta Board or (ii) a Baxalta
Option in the case of any holder thereof who, as of immediately following the Distribution Date, is serving on the Baxalta Board, but not the Baxter Board. Each such adjusted or converted Option shall, except as otherwise provided in this
Section 6.04(a), be subject to the same terms and conditions (including with respect to vesting) after the Distribution Date as applicable to such Baxter Option immediately prior to the Distribution Date; provided, however,
that upon such adjustment or conversion: 
 (A) with respect to each Baxter Option granted prior to January 1, 2015
(other than new hire grants made on or after July 1, 2014), the number of Baxter Common Shares subject to such Option shall be unchanged from the number of Baxter Common Shares that were subject to the original unadjusted Baxter Option; 

  
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 (B) with respect to each Baxter Option granted prior to January 1, 2015
(other than new hire grants made on or after July 1, 2014), the number of shares of Baxalta Common Stock subject to the Baxalta Option into which such Baxter Option is converted, rounded down to the nearest whole share, shall be equal to the
product obtained by multiplying (x) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date times (y) the Distribution Ratio; 

(C) with respect to each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or
after July 1, 2014) to any holder thereof who, as of immediately following the Distribution Date, is not serving on the Baxalta Board or who is serving on both the Baxter Board and the Baxalta Board, the number of Baxter Common Shares subject
to such Adjusted Baxter Option (if any), rounded down to the nearest whole number, shall be equal to (1) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date, divided by (2) the Baxter
Percentage; 
 (D) with respect to each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire
grants, on or after July 1, 2014) to any holder thereof who, as of immediately following the Distribution Date, is serving on the Baxalta Board, but not the Baxter Board, the number of shares of Baxalta Common Stock subject to such Baxalta
Option (if any), rounded down to the nearest whole number, shall be equal to (1) the product obtained by multiplying (xx) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date times (yy)
the Distribution Ratio, divided by (2) the Baxalta Percentage; 
 (E) the per share exercise price of each Adjusted
Baxter Option, rounded up to the nearest hundredth of a cent, shall be equal to (1) the Baxter Pre-Distribution Stock Value minus (2) the Baxter Pre-Distribution Option Value; and 

(F) the per share exercise price of each Baxalta Option, rounded up to the nearest hundredth of a cent, shall be equal to
(1) the Baxalta Stock Value minus (2) the Baxalta Pre-Distribution Option Value; 
 provided, however, that the exercise price, the
number of Baxter Common Shares and shares of Baxalta Common Stock subject to such options, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Code Section 409A. 

  
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 (b) Baxter RSU Awards. Each holder of Baxter RSU Awards granted prior to January 1,
2015 (other than new hire grants made on or after July 1, 2014) that remain outstanding as of immediately prior to the Distribution Date, regardless of by whom held, whether vested or unvested, shall receive (in addition to retaining such
Baxter RSU Awards) concurrently with the Distribution on the Distribution Date a number of Baxalta RSU Awards equal to the product obtained by multiplying (i) the number of such Baxter RSU Awards held by such holder times (ii) the
Distribution Ratio. Each Baxter RSU Award granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) but prior to the Distribution Date that remains outstanding as of immediately prior to the
Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the Distribution Date into (i) an Adjusted Baxter RSU Award in the case any holder thereof who, as of
immediately following the Distribution Date, is not serving on the Baxalta Board or who is serving on both the Baxter Board and the Baxalta Board or (ii) a Baxalta RSU Award in the case of any holder thereof who, as of immediately following the
Distribution Date, is serving on the Baxalta Board, but not the Baxter Board. Except as set forth in this Section 6.04(b), all Adjusted Baxter RSU Awards and Baxalta RSU Awards issued in accordance with this Section 6.04(b)
shall be subject to substantially the same terms and conditions (including with respect to vesting) immediately following the Distribution Date as applicable immediately prior to the Distribution Date for those Baxter RSU Awards from which such
Adjusted Baxter RSU Awards and Baxalta RSU Awards were converted; provided, however, that with respect to each Baxter RSU Award converted in accordance with the immediately preceding sentence: 

(A) the number of units represented by an Adjusted Baxter RSU Award shall be equal to (1) the number of units subject to
the Baxter RSU Award immediately prior to the Distribution Date, divided by (2) the Baxter Percentage; 
 (B) the
number of units represented by a Baxalta RSU Award shall be equal to (1) the product obtained by multiplying (xx) the number of units subject to the Baxter RSU Award immediately prior to the Distribution Date times (yy) the Distribution
Ratio, divided by (2) the Baxalta Percentage. 
 Section 6.05 Directors’ Deferred Compensation Plan. 

(a) Establishment of Baxalta Directors’ DCP. Effective as of or before the Distribution Date, Baxalta shall establish the Baxalta
Directors’ DCP, with terms substantially similar to those of the Baxter Directors’ DCP as of the Distribution Date. The portion of the compensation paid to a director of Baxalta in the year that includes the Distribution Date that is
deferred pursuant to the Baxter Directors’ DCP shall be determined by the deferral election, if any, made by such director for such year pursuant to the Baxter Directors’ DCP. 

(b) Assumption of Directors’ DCP Liabilities and Transfer from Baxter Directors’ DCP. 

  
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 (i) As of the Distribution Date, Baxalta shall, and shall cause the Baxalta
Directors’ DCP to, assume all Liabilities for all obligations under the Baxter Directors’ DCP for the benefits of each person who will serve on the Baxalta Board, but not the Baxter Board, as of immediately following the Distribution Date,
together with his or her beneficiaries and/or alternate payees, determined as of the applicable Distribution Date, and Baxter and the Baxter Directors’ DCP shall be relieved of all Liabilities for those benefits. To the maximum extent permitted
by Treasury Regulations Section 1.409A-1(h)(4), a member of the Baxter Board whose benefit under the Baxter Director’s DCP is transferred to the Baxalta Directors’ DCP shall not be considered to have undergone a “separation from
service” for purposes of Code Section 409A and the Baxter Directors’ DCP solely by reason of the Separation, regardless of whether he continues to serve on the Baxter Board immediately following the Distribution Date. 

(ii) Baxter shall retain all of the Liabilities under the Baxter Directors’ DCP with respect to the benefits of each
person who will serve on both the Baxalta Board and the Baxter Board as of immediately following the Distribution Date, together with his or her beneficiaries and/or alternate payees. The time and form of payment of such Liabilities shall be based
upon the date on which such persons terminate their service on the Baxter Board regardless of whether they continue to serve on the Baxalta Board. 

(iii) As of or as soon as practicable after the Distribution Date, the Parties shall cooperate to cause the accounts of each
person who will serve on the Baxalta Board, but not the Baxter Board, as of immediately following the Distribution Date, participating in the Baxter Directors’ DCP to be transferred to the Baxalta Directors’ DCP. Baxalta shall
(A) credit each such director’s account with (1) the amount deferred by such individual into the Baxter Directors’ DCP as of the Distribution Date, plus (2) any employer contributions, whether vested or unvested, deemed to
have been made in relation to the amount described in (1), including, in each case, any earnings thereon, and (B) recognize and honor all deferral and distribution elections made by such individual (including any deferral election applicable to
any amount earned but not yet paid as of the Distribution Date). 
 (iv) The accrued benefit of each director under the
Baxter Directors’ DCP as of the applicable Transfer Date shall be payable under the Baxalta Directors’ DCP at the same time and in the same form that would have been paid under the Baxter Directors’ DCP, treating such director’s
separation from service from the Baxalta Group as if it were a separation from service from the Baxter Group, and taking into account any election made by the director relating to the time and form of his payment under the Baxter Director’s
DCP. 
 (c) Baxter Directors’ DCP after Transfer Date. From and after the Distribution Date, each person who will serve on the
Baxalta Board, but not the Baxter Board, as of immediately following the Distribution Date shall not participate in or accrue any benefits under the Baxter Directors’ DCP. Without limiting the generality of the foregoing, each such person shall
cease to participate in the Baxter Directors’ DCP effective as of the Distribution Date. The Baxter Directors’ DCP shall continue to be responsible for Liabilities in respect of members of the Baxter Board and their beneficiaries and/or
alternate payees. 

  
 44 








 ARTICLE VII 

MISCELLANEOUS 

Section 7.01 Transfer of Records and Information. Baxter shall transfer to Baxalta originals or copies of any and all
employment records and information (including, but not limited to, any personnel files, performance reviews, and medical, social security and tax files and forms) with respect to Transferred Employees and other records reasonably required by Baxalta
to enable Baxalta properly to carry out its obligations under this Agreement. Such transfer of records and information generally shall occur as soon as administratively practicable on or after the Distribution Date (or, if later, the applicable
Transfer Date) and shall in each case be required and shall occur only to the extent permitted by applicable local Law; provided that it is understood and agreed that certain records required to effect the contemplated transfer of employment
may be provided prior to the Transfer Date to the extent required by applicable local Law. Each Party will permit the other Party reasonable access to Employee records and information, to the extent reasonably necessary for such accessing Party to
carry out its obligations hereunder. 
 Section 7.02 Cooperation. Each Party shall upon reasonable request provide the
other Party and the other Party’s respective Affiliates, agents, and vendors all information reasonably necessary to the other Party’s performance of its obligations hereunder. The Parties agree to use their respective best efforts and to
cooperate with each other in order to carry out their obligations hereunder and to effectuate the terms of this Agreement. 

Section 7.03 Employee Agreements. Effective as of the applicable Transfer Date of each Transferred Employee, Baxter and the
applicable members of the Baxter Group hereby assign to Baxalta or another member of the Baxalta Group, to the extent a Transferred Employee did not otherwise sign an Employee Agreement to effect his or her transfer to and hiring by the Baxalta
Group, each Employee Agreement entered into between a member of the Baxter Group and any Baxalta Employee, and all rights and obligations thereunder; provided, however, that Baxter and the Baxter Group shall retain all rights under each
Employee Agreement to the extent that such rights are related to any continuing Liability of the Baxter Group not assumed by Baxalta in connection with the Separation and Distribution (including herein). Upon written request by Baxter or the Baxter
Group, Baxalta or the Baxalta Group shall make available to Baxter or the Baxter Group the original copy of any written Employee Agreement (and a summary of the terms of any unwritten Employee Agreement) that was assigned to Baxalta or the Baxalta
Group under this Agreement. 
 Section 7.04 Repayment Assets. Effective as of the Distribution Date, the Baxter Group
shall be entitled to all Employee Recoupment Assets in respect of Baxter Retained Employees and Former Employees, and effective as of the applicable Transfer Date, the Baxalta Group shall be entitled to all Employee Recoupment Assets in respect of
Baxalta Employees. 

  
 45 








 Section 7.05 Compliance. The agreements and covenants of the Parties hereunder
shall at all times be subject to the requirements and limitations of applicable Law (including, for purposes of Article IV, local rules and customs relating to the treatment of pension plans) and collective bargaining agreements. Where an agreement
or covenant of a Party hereunder cannot be effected in compliance with applicable Law or an applicable collective bargaining agreement, the Parties agree to negotiate in good faith to modify such agreement or covenant to the least extent possible in
keeping with the original agreement or covenant in order to comply with applicable Law or such applicable collective bargaining agreement. Each provision of this Agreement is subject to and qualified by this Section 7.05, whether or not
such provision expressly states that it is subject to or limited by applicable Law or by applicable collective bargaining agreements. Each reference to the Code, ERISA, or the Securities Act or any other Law shall be deemed to include the rules,
regulations, and guidance issued thereunder. 
 Section 7.06 Preservation of Rights. Unless expressly
provided otherwise in this Agreement, nothing herein shall be construed as a limitation on the right of the Baxter Group or the Baxalta Group to (a) amend, modify or terminate any Benefit Plan or (b) terminate the employment of any
Employee. 
 Section 7.07 Reimbursement. The Parties acknowledge that the Baxter Group, on the one hand, and the Baxalta
Group, on the other hand, may incur costs and expenses (including, without limitation, contributions to Benefit Plans and the payment of insurance premiums) which are, as set forth in this Agreement, the responsibility of the other Party.
Accordingly, the Parties agree to reimburse each other for Liabilities and obligations for which such Party is responsible, and shall provide such reimbursement reasonably promptly and in accordance with the terms of any agreement between the
Parties or their Affiliates expressly addressing such matters. 
 Section 7.08 Matching Grant Plan. Baxter covenants and
agrees that the Baxter International Foundation shall retain all Liabilities under the Matching Gifts Program with respect to donations made by any Transferred Employee prior to the Transfer Date. Baxter covenants and agrees that the Baxter
International Foundation is to match or cause to be matched all eligible donations made prior to the Distribution Date, in accordance with the terms of the Matching Gifts Program. 

Section 7.09 Not a Change in Control. The Parties acknowledge and agree that the transactions contemplated by the
Separation and Distribution Agreement and this Agreement do not constitute a “change in control” or a “change of control” for purposes of any Benefit Plan. 

Section 7.10 Incorporation by Reference. The following sections of the Separation and Distribution Agreement are hereby
incorporated into this Agreement by reference: Section 9.01. Counterparts, Entire Agreement, Corporate Power, Facsimile Signatures; Section 9.02. Governing Law; Section 9.03. Assignability; Section 9.04. Third Party
Beneficiaries; Section 9.05. Notices; Section 9.06. Severability; Section 9.07. Force Majeure; Section 9.08. No Set Off; Section 9.09. Responsibility for Expenses; Section 9.10. Headings; Section 9.11. Survival of
Covenants; Section 9.13. Waivers; Section 9.14. Amendments; Section 9.15. Interpretation; Section 9.16. Public Announcements; Section 9.17. Specific Performance; and Section 9.18. Mutual Drafting. 

  
 46 








 Section 7.11 Limitation on Enforcement. This Agreement is an agreement solely
between the Parties. Nothing in this Agreement, whether express or implied, shall be construed to: (a) confer upon any current or former Employee of the Baxter Group or the Baxalta Group, or any other person any rights or remedies, including,
but not limited to any right to (i) employment or recall; (ii) continued employment or continued service for any specified period; or (iii) claim any particular compensation, benefit or aggregation of benefits, of any kind or nature;
or (b) create, modify, or amend any Benefit Plan. 
 Section 7.12 Further Assurances and Consents. In addition to
the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto shall use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as the other
party may reasonably request to effectuate the purposes of this Agreement and carry out the terms hereof; (b) take, or cause to be taken, all actions, and do, or cause to be done, all things, reasonably necessary, proper or advisable under
applicable Laws and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to obtain any consents and approvals and to make any
filings and applications necessary or desirable to consummate the transactions contemplated by this Agreement; provided that no Party shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to
any third party from whom those consents, approvals and amendments are required or to take any action or omit to take any action if the taking of action or the omission to take action would be unreasonably burdensome to the Party or the business
thereof. 
 Section 7.13 Third Party Consent. If the obligation of any Party under this Agreement depends on the consent
of a third party, such as a vendor or insurance company, and that consent is withheld, the Parties shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision
of this Agreement cannot be implemented due to the failure of a third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner, taking into account the original purposes of the
provision in light of the Distribution and communications to affected individuals. 
 Section 7.14 Effect if Distribution Does
Not Occur. If the Distribution does not occur, then all actions and events that are to be taken under this Agreement, or otherwise in connection with the Distribution, shall not be taken or occur, except to the extent specifically provided
by Baxter. 
 Section 7.15 Disputes. The Parties agree to use commercially reasonable efforts to resolve in an amicable
manner any and all controversies, disputes and claims between them arising out of or related in any way to this Agreement. The Parties agree that any controversy, dispute or claim (whether arising in contract, tort or otherwise) arising out of or
related in any way to this Agreement that cannot be amicably resolved informally will be resolved pursuant to the dispute resolution procedures set forth in Article VII of the Separation and Distribution Agreement. 

  
 47 








 Section 7.16 Reverse Jurisdiction. Notwithstanding anything in this Agreement
to the contrary, with the exception of Article I, Section 2.01 and this Section 7.16, the parties acknowledge and agree that for each of the entities or countries listed in Schedule 7.16, where the context so
requires in accordance with the applicable local Conveyance and Assumption Instruments, each reference to “Baxalta” in this Agreement shall be construed as a reference to “Baxter,” and each reference to “Baxter” in this
Agreement shall be construed as a reference to “Baxalta.” For the avoidance of doubt and where such treatment is reasonable in light of the context, this Section 7.16 shall be interpreted to provide substantially the same
treatment for the entities or jurisdictions listed in Schedule 7.16 (but with the Baxter and Baxalta roles reversed) to Baxter Retained Employees who are legally employed by the Baxalta Group for a period prior to such Employee’s legal
transfer back to the Baxter Group by agreement of the Parties, as the treatment herein with respect to Post-Distribution Baxalta Employees. 

[SIGNATURE PAGE FOLLOWS] 

  
 48 








 The Parties have caused this Agreement to be signed by their authorized representatives as of the
date of this Agreement. 
  

			
	BAXTER INTERNATIONAL INC.
		
	By:		 /s/ James K. Saccaro

	Title: 		 Corporate Vice President

	
	BAXALTA INCORPORATED
		
	By:		 /s/ Robert J. Hombach

	Title:		 Corporate Vice President and Chief Financial Officer










 Schedule 1.01 

Post-Distribution Baxalta Employees 
  

			
	Empl ID	  	Work Country
	 201120
	  	United Arab Emirates
	 389152
	  	Argentina
	 409130
	  	Argentina
	 364235
	  	Argentina
	 369271
	  	Argentina
	 369272
	  	Argentina
	 410775
	  	Argentina
	 428032
	  	Argentina
	 413028
	  	Argentina
	 392668
	  	Argentina
	 318369
	  	Argentina
	 219786
	  	Argentina
	 235443
	  	Argentina
	 217040
	  	Argentina
	 235353
	  	Argentina
	 388853
	  	Argentina
	 238797
	  	Argentina
	 185638
	  	Argentina
	 355920
	  	Argentina
	 223330
	  	Argentina
	 213688
	  	Argentina
	 415472
	  	Argentina
	 290095
	  	Bulgaria
	 228826
	  	Bulgaria
	 387126
	  	Bulgaria
	 428850
	  	Brazil
	 422203
	  	Brazil
	 389223
	  	Brazil
	 392861
	  	Brazil
	 414178
	  	Brazil
	 394167
	  	Brazil
	 397959
	  	Brazil
	 390038
	  	Brazil
	 389579
	  	Brazil
	 159361
	  	Brazil
	 423457
	  	Brazil
	 363895
	  	Brazil
	 196674
	  	Brazil
	 394759
	  	Brazil
	 305574
	  	Brazil
	 388951
	  	Brazil
	 404926
	  	Brazil
	 236257
	  	Brazil









			
	 388132
		Brazil
	 193117
		Brazil
	 422195
		Brazil
	 409496
		Brazil
	 391740
		Brazil
	 210757
		Brazil
	 226225
		Brazil
	 185296
		Brazil
	 410031
		Brazil
	 398603
		Brazil
	 386778
		Brazil
	 388828
		Brazil
	 239326
		Brazil
	 398604
		Brazil
	 395223
		Brazil
	 220979
		Brazil
	 363304
		Brazil
	 416288
		Brazil
	 395874
		Brazil
	 421284
		Brazil
	 218793
		Brazil
	 407419
		Brazil
	 386771
		Brazil
	 415136
		Brazil
	 419197
		Brazil
	 404922
		Brazil
	 150746
		Brazil
	 210784
		Brazil
	 386318
		Brazil
	 414179
		Brazil
	 392059
		Brazil
	 420896
		Brazil
	 387744
		Brazil
	 421553
		Brazil
	 398610
		Brazil
	 416368
		Brazil
	 417561
		Brazil
	 406185
		Brazil
	 422315
		Brazil
	 384525
		Brazil
	 413481
		Brazil
	 418820
		Brazil
	 229002
		Brazil
	 207803
		Brazil
	 364693
		Brazil
	 420267
		Brazil
	 362323
		Brazil
	 218270
		Brazil
	 421730
		Brazil
	 239841
		Chile









			
	 231429
		Chile
	 398279
		Chile
	 388086
		China
	 188658
		China
	 405203
		China
	 382131
		China
	 397128
		China
	 386751
		China
	 394523
		China
	 360880
		China
	 388841
		China
	 414041
		China
	 390884
		China
	 424992
		China
	 427514
		China
	 394391
		China
	 389442
		China
	 427807
		China
	 359344
		China
	 198967
		China
	 184417
		China
	 390799
		China
	 344224
		China
	 397020
		China
	 344069
		China
	 395355
		China
	 391874
		China
	 394498
		China
	 238538
		China
	 385176
		China
	 364441
		China
	 387220
		China
	 425839
		China
	 410774
		China
	 392139
		China
	 361173
		China
	 428053
		China
	 389497
		China
	 398060
		China
	 422963
		China
	 387321
		China
	 393729
		China
	 237927
		China
	 387296
		China
	 232063
		China
	 231576
		China
	 417608
		China
	 415944
		China
	 364442
		China
	 389416
		China

  








			
	 396665
		China
	 428261
		China
	 392308
		China
	 383912
		China
	 394045
		China
	 364834
		China
	 387463
		China
	 419632
		China
	 389921
		China
	 414047
		China
	 364115
		China
	 396447
		China
	 420020
		China
	 427216
		China
	 364199
		China
	 182887
		China
	 394910
		China
	 406124
		China
	 395053
		China
	 238542
		China
	 427574
		China
	 387292
		China
	 420753
		China
	 420751
		China
	 386795
		China
	 204625
		China
	 426791
		China
	 421714
		China
	 388025
		China
	 391225
		China
	 394716
		China
	 419980
		China
	 363450
		China
	 388622
		China
	 415662
		China
	 424754
		China
	 396449
		China
	 387726
		China
	 234685
		China
	 385628
		China
	 383872
		China
	 414856
		China
	 399658
		China
	 207146
		China
	 389411
		China
	 382461
		China
	 362619
		China
	 189034
		China
	 406813
		China
	 344304
		China









			
	 428252
		China
	 228985
		China
	 394246
		China
	 218997
		China
	 364238
		China
	 195159
		China
	 384292
		China
	 417301
		China
	 207761
		China
	 382738
		China
	 408660
		China
	 362198
		China
	 229591
		China
	 423994
		China
	 345016
		China
	 425837
		China
	 362439
		China
	 422046
		China
	 234372
		China
	 417602
		China
	 418798
		China
	 389336
		China
	 390942
		China
	 384180
		China
	 218127
		China
	 389153
		China
	 398831
		China
	 426021
		China
	 396199
		China
	 423992
		China
	 383778
		China
	 198263
		China
	 154558
		Costa Rica
	 388856
		Costa Rica
	 396294
		Costa Rica
	 392608
		Czech Republic
	 395326
		Czech Republic
	 414983
		Czech Republic
	 425991
		Czech Republic
	 427578
		Czech Republic
	 397559
		Czech Republic
	 383917
		Czech Republic
	 111720
		Czech Republic
	 235376
		Czech Republic
	 110804
		Czech Republic
	 418367
		Czech Republic
	 196641
		Czech Republic
	 306777
		Czech Republic
	 239711
		Czech Republic
	 389980
		Czech Republic









			
	 363747
		Czech Republic
	 232011
		Czech Republic
	 203533
		Czech Republic
	 111378
		Czech Republic
	 132641
		Czech Republic
	 111084
		Czech Republic
	 132165
		Czech Republic
	 148048
		Czech Republic
	 113735
		Czech Republic
	 221468
		Czech Republic
	 213534
		Czech Republic
	 110913
		Czech Republic
	 220753
		Czech Republic
	 140344
		Czech Republic
	 159351
		Czech Republic
	 126414
		Czech Republic
	 110805
		Czech Republic
	 206541
		Czech Republic
	 217392
		Czech Republic
	 183779
		Czech Republic
	 140388
		Czech Republic
	 111829
		Czech Republic
	 223311
		Czech Republic
	 151203
		Czech Republic
	 232549
		Czech Republic
	 199245
		Czech Republic
	 201095
		Czech Republic
	 186664
		Czech Republic
	 111293
		Czech Republic
	 111212
		Czech Republic
	 131517
		Czech Republic
	 132178
		Czech Republic
	 207839
		Czech Republic
	 131495
		Czech Republic
	 147697
		Czech Republic
	 234379
		Czech Republic
	 128222
		Czech Republic
	 390221
		Ecuador
	 359192
		Ecuador
	 388053
		Ecuador
	 156439
		Ecuador
	 349801
		Ecuador
	 239727
		Estonia
	 357059
		Greece
	 156102
		Greece
	 355880
		Greece
	 315220
		Greece
	 397654
		Greece
	 355884
		Greece
	 356729
		Greece









			
	 427733
		Greece
	 355881
		Greece
	 352385
		Greece
	 353816
		Greece
	 181475
		Greece
	 103739
		Greece
	 217119
		Greece
	 289971
		Greece
	 407538
		Guatemala
	 383344
		Guatemala
	 424861
		Guatemala
	 218654
		Guatemala
	 189929
		Hungary
	 398488
		Hungary
	 231608
		Hungary
	 226752
		Hungary
	 159795
		Hungary
	 384380
		Hungary
	 289986
		Hungary
	 394549
		India
	 411467
		India
	 385387
		India
	 413524
		India
	 416806
		India
	 167047
		India
	 182428
		India
	 427972
		India
	 411013
		India
	 361631
		India
	 364309
		India
	 413809
		India
	 426669
		India
	 385098
		India
	 399331
		India
	 406600
		India
	 410778
		India
	 392208
		India
	 399948
		India
	 305879
		India
	 167475
		India
	 426371
		India
	 398447
		India
	 411945
		India
	 427500
		India
	 306167
		India
	 228143
		India
	 407926
		India
	 412570
		India
	 195467
		India
	 412007
		India









			
	 182723
		India
	 421562
		India
	 222233
		India
	 229014
		India
	 398929
		India
	 408167
		India
	 424875
		India
	 427132
		India
	 351742
		India
	 177877
		India
	 386762
		India
	 386611
		India
	 417348
		India
	 384277
		India
	 208968
		India
	 411424
		India
	 415013
		India
	 391875
		India
	 360849
		India
	 406487
		India
	 394678
		India
	 410777
		India
	 411470
		India
	 391756
		India
	 195236
		India
	 406541
		India
	 405992
		India
	 381741
		India
	 361129
		India
	 395020
		India
	 425951
		India
	 405658
		India
	 426367
		India
	 423609
		India
	 399570
		India
	 361931
		India
	 411329
		India
	 382657
		India
	 405496
		India
	 364196
		India
	 388448
		India
	 411549
		Kazakhstan
	 409972
		Kazakhstan
	 418080
		Kazakhstan
	 390192
		Kazakhstan
	 301943
		Kazakhstan
	 359570
		Kazakhstan
	 398835
		Kazakhstan
	 416206
		Kazakhstan
	 427491
		Kazakhstan









			
	 412800
		Kazakhstan
	 426909
		Kazakhstan
	 412988
		Kazakhstan
	 239851
		Lithuania
	 239850
		Lithuania
	 159075
		Latvia
	 419765
		Latvia
	 414787
		Malaysia
	 216934
		Malaysia
	 229014
		Malaysia
	 394814
		Malaysia
	 387440
		Panama
	 160405
		Poland
	 384163
		Poland
	 356743
		Poland
	 238593
		Poland
	 382940
		Poland
	 364298
		Poland
	 222762
		Poland
	 290202
		Poland
	 412687
		Poland
	 385790
		Poland
	 212532
		Poland
	 180877
		Poland
	 234344
		Poland
	 290204
		Poland
	 306465
		Poland
	 364296
		Poland
	 235061
		Poland
	 218883
		Poland
	 218888
		Poland
	 385154
		Poland
	 411703
		Poland
	 407930
		Poland
	 392629
		Poland
	 235060
		Poland
	 399477
		Poland
	 290148
		Poland
	 238726
		Poland
	 413991
		Poland
	 200852
		Poland
	 206401
		Poland
	 426434
		Poland
	 384412
		Poland
	 225433
		Poland
	 234705
		Poland
	 217092
		Poland
	 215598
		Poland
	 200029
		Poland
	 426056
		Poland









			
	 410410
		Romania
	 410677
		Romania
	 410738
		Romania
	 410737
		Romania
	 411725
		Romania
	 406099
		Romania
	 407893
		Romania
	 228861
		Russia
	 413557
		Russia
	 423494
		Russia
	 361116
		Russia
	 290236
		Russia
	 395510
		Russia
	 420082
		Russia
	 406951
		Russia
	 414912
		Russia
	 413555
		Russia
	 392403
		Russia
	 238315
		Russia
	 428731
		Russia
	 397359
		Russia
	 226893
		Russia
	 423682
		Russia
	 229683
		Russia
	 412971
		Russia
	 419156
		Russia
	 399066
		Russia
	 414035
		Russia
	 412852
		Russia
	 384566
		Russia
	 236651
		Russia
	 405488
		Russia
	 239335
		Russia
	 362104
		Russia
	 397088
		Russia
	 290262
		Russia
	 414652
		Russia
	 397823
		Russia
	 411056
		Russia
	 157971
		Russia
	 427007
		Russia
	 411623
		Russia
	 384917
		Russia
	 399798
		Russia
	 406346
		Russia
	 357088
		Russia
	 393703
		Russia
	 406945
		Russia
	 416405
		Russia
	 410726
		Russia









			
	 389561
		Russia
	 238222
		Russia
	 382215
		Russia
	 405317
		Russia
	 414911
		Russia
	 417773
		Russia
	 392406
		Russia
	 426359
		Russia
	 416309
		Russia
	 414033
		Russia
	 237128
		Russia
	 421414
		Russia
	 415906
		Slovakia
	 427343
		Slovakia
	 387197
		Slovakia
	 427878
		Slovakia
	 388024
		Slovakia
	 427742
		Slovakia
	 408263
		Slovakia
	 214012
		Slovakia
	 425332
		Slovakia
	 219614
		Slovakia
	 110804
		Slovakia
	 385458
		Slovakia
	 364217
		Slovakia
	 359110
		Slovakia
	 362593
		Slovakia
	 395747
		Slovakia
	 407587
		Slovenia
	 413451
		Slovenia
	 412141
		Slovenia
	 237045
		Thailand
	 235531
		Thailand
	 411709
		Thailand
	 236362
		Thailand
	 417445
		Thailand
	 418034
		Thailand
	 395843
		Thailand
	 406913
		Thailand
	 393318
		Thailand
	 395877
		Thailand
	 385368
		Thailand
	 410161
		Thailand
	 366863
		Taiwan
	 422110
		Taiwan
	 350893
		Taiwan
	 395695
		Taiwan
	 411801
		Taiwan
	 409133
		Taiwan
	 234395
		Taiwan









			
	 392153
		Taiwan
	 427413
		Ukraine
	 416021
		Ukraine
	 427870
		Ukraine
	 204472
		Venezuela
	 384506
		Vietnam
	 389007
		Vietnam
	 393041
		Vietnam
	 427148
		Vietnam

  

	*	Parties may agree from time to time to designate other employees not yet transferred as of the Distribution Date to the list of Post-Distribution Baxalta Employees; provided that, for the avoidance of doubt, any
such employee shall (unless the parties expressly agree otherwise) shall be treated as a Baxter employee as of the Distribution Date for purposes of all equity award adjustments and conversions in the manner described in the Employee Matters
Agreement. 








 Schedule 2.03(a) 

Baxter Benefit Plans 
  

					
	 	 	United States	 	Puerto Rico
	Retirement	 	DB Pension Qualified & Non-Qualified Plans	 	DB Pension Qualified
		 	DC - Incentive Investment Plan & Excess Plan	 	DC – Savings and Investment Plan (SIP)
			
	Health & Welfare Plans	 	Medical and Prescription Drugs - Active, TPD and COBRA	 	Medical, Dental and Prescription Drugs - Active and COBRA, EAP
		 	Dental Plan-Active, TPD and COBRA	 	Basic Life Insurance – Active and Disabled
		 	Basic Life Insurance – Active and Disabled	 	Business Travel Accident Insurance
		 	Long term disability Insurance	 	
		 	Short term disability Pay	 	
		 	Flexible Spending Accounts	 	
		 	Business Travel Accident Insurance	 	
		 	Retiree Medical	 	
		 	Retiree Life	 	
			
	Optional Employee Paid Coverage	 	Supplemental Life	 	Supplemental Life
		 	Personal Accident Insurance	 	Personal Accident Insurance
		 	Long term disability Insurance	 	Long term disability Insurance
		 	Long Term Care	 	
		 	Voluntary Benefits & Discounts	 	
			
	Other Benefit Programs*	 	Adoption	 	Educational Assistance
		 	BeWell (Wellenss Program)	 	Severance & Terminations
		 	Childcare	 	Service awards
		 	Educational Assistance	 	
		 	Employee Assistance Program	 	
		 	Severance & Terminations	 	
		 	Service awards	 	
			
	Time Off and Leaves of Absence	 	Bereavement Leave	 	Bereavement Leave
		 	Civic/Jury Duty Leave	 	Family and Medical Leave
		 	Family and Medical Leave	 	Military Leave
		 	Military Leave	 	Personal Leave
		 	Personal Leave	 	Sick pay
		 	Sick pay	 	Vacation and Personal Holiday Pay
		 	Vacation and Personal Holiday Pay	 	

  

							
	 	 	Canada	 	Colombia	 	Mexico
	Retirement	 	Retirement DB	 		 	Private DB /DC Hybrid Pension Plan
		 	Retirement DC	 		 	
				
	Health & Welfare Plans	 	Health and Welfare Benefits	 	Medical Plan	 	Life and Medical Mayor Insurance Policies
		 	Life Insurance	 	BeWell initiatives and Medical Check Up	 	
		 	Optional Life insurance, Dependent life	 	Life and Accident Insurance	 	
		 	AD&D	 	Disability /Sick Leave	 	
		 	Long term disability Insurance	 		 	
		 	Short term disability Insurance	 		 	
		 	Medical and Dental Plan	 		 	
		 	BC Medical	 		 	
				
	Other Benefit Programs*	 	Service awards	 	InverBaxter Savings Fund	 	Paid Special Permits
		 	Car Allowances/Perqs	 	Meal Tickets	 	Food Coupons
		 	Leaves/Other benefit related policies	 	Car Benefits	 	Restaurant Coupons
		 	Severance & Terminations	 	Vacation Savings	 	Saving Funds
		 	EAP	 	Tuition Assistance for employees	 	Savings Box
		 		 	Service Awards	 	Company Car
		 		 		 	Fleet Insurance
		 		 		 	Fleet Services
				
	Time Off and Leaves of Absence	 	Vacation and Holiday	 	Vacation	 	Vacation
		 	Additional Shut down Holidays	 	Paid Leaves	 	Holidays









							
	 	 	Australia	 	Japan	 	South Korea
	Retirement	 	Retirement DC	 	Retirement DB	 	Retirement DB
		 		 	Retirement DC	 	National Pension
				
	Health & Welfare Plans	 	Death and TPD	 	Death and AD&D	 	Life & AD&D
		 	Medical Plan	 	Supplementary Long term disability Insurance	 	National medical insurance
		 	Health and Wellness	 	Medical Plan	 	Medical Insurance –Supplemental
		 	Business Travel Accident Insurance	 	Health Check Up	 	Medical Checkup
		 		 	Overseas Business Travel Accident Insurance	 	Seasonal flu Vaccine
				
	Other Benefit Programs*	 	Salary Continuance	 	Service awards	 	Car / Transport Allowance
		 	Service awards	 	Company provided Housing/ Allowance	 	Wedding Gift
		 	Car Program	 	Car Program	 	Long Service
		 	Severance & Terminations	 	Leisure activity support	 	Festive Allowance
		 		 	Severance & Terminations	 	Birthday & Anniversary Gift
		 		 		 	Meal Allowance
		 		 		 	English Education Support Reimbursement
		 		 		 	Sports Gym Support Reimbursement
		 		 		 	Mobile Phone Reimbursement
		 		 		 	Tuition Assistance (Reimbursement)
				
	Time Off and Leaves of Absence	 	Leaves/Other benefit related policies	 	Leaves/Other benefit related policies	 	Child Birth
		 	Leave Loading	 	Overtime	 	Bereavement

  

					
	 	 	New Zealand	 	Singapore
	Retirement	 	Retirement DC	 	Retirement DC – CPF
			
	Health & Welfare Plans	 	Death and TPD	 	Life Insurance
		 	Medical Plan	 	AD&D
		 	Health and Wellness	 	Outpatient Clinical
		 	Business Travel Accident Insurance	 	Critical Illness / Major Medical
		 		 	Hospitalization & Surgical
			
	Other Benefit Programs*	 	Service awards	 	Transport Allowance
		 	Car Program	 	Shift allowance
		 	Severance & Terminations	 	Long Service Award
		 		 	Gifts/Awards
		 		 	Sponsorship for Educational program
		 		 	Overtime Meal & Taxi Claim
		 		 	Severance
			
	Time Off and Leaves of Absence	 	Leaves/Other benefit related policies	 	Notice Period
		 		 	Annual Leave and other leaves

  

							
	 	 	Austria	 	Belgium	 	Denmark
	Retirement	 	Defined Benefit (old plan)	 	Pension Plan - DB White Collars (retirement)	 	Retirement
		 	Defined Contribution (new plan)	 	Pension Plan - DB White Collars (death)	 	
		 		 	Pension Plan - DB White Collars (disability)	 	
		 		 	Pension Plan – DC White Collars (retirement)	 	
		 		 	Pension Plan - DC White Collars (Death)	 	
		 		 	Pension Plan - DC White Collars (disability)	 	
		 		 	DC for Blue Collars (retirement)	 	
		 		 	DC for Blue Collars(Death)	 	
		 		 	DC for Blue Collars (Disability)	 	
				
	Health & Welfare Plans	 	Accidental Death and Disability	 	Accident du traveil at Accident Corporels (all white and blue collars)	 	Life
		 	Occupational Disease	 	Assurance Mission	 	Disability
		 	Local Business Travel Accident	 	Mondial assistance	 	Medical
		 	Short term Disability	 	Sick Pay / Medical Benefits—Ambulatoire	 	Business travel abroad
		 	Disability (Salary continuation)	 	Sick Pay / Medical Benefits — Hosp Insurance	 	Collective accident insurance
		 	Medical Plan	 		 	
				
	Other Benefit Programs*	 	Transportation Programs	 	Gift Vouchers	 	Service Award
		 	Meal Allowance / Subsidized Eating Facilities	 	Eco Checks	 	And other awards
		 	Service Award	 	Representation Allowance	 	Sport Allowance
		 	Discounted Company Products	 	Meal Allowance	 	Meal
		 	Sport	 	Daily Allowance	 	Discounts on Other Company Products or Services
		 	Childcare	 	Internet	 	Severance
		 	Company cars	 	Termination	 	
		 	Severance Payments	 		 	
		 	Termination indemnities	 		 	
				
	Time Off and Leaves of Absence	 	Vacation	 	Vacations	 	Sick Leave
		 	Other leave	 	Time Schedule and leaves	 	Vacation
		 		 		 	Vacation Bonus
		 		 		 	Paternity leave only (statutory)









							
	 	 	Finland	 	France	 	Germany
	Retirement	 	Retirement Plan (TYEL)	 	Saving Plan	 	Defined Benefit Plans (CLOSED PLANS)
		 		 	Plan d’Epargne Collective (PERCO)	 	Pension Plan – Cash Balance White Collars (retirement)
				
	Health & Welfare Plans	 	Life and Disability	 	Death and Disability	 	Life and Disability Accident Insurance
		 	Medical Plan; Employee Occupational Health	 	Medical Plan Hospitalization	 	Short term disability Insurance
		 	Glasses	 	Mandatory Physical examination	 	Medical and Dental Plan
		 	LOCAL BTA	 	Additional Physical examination	 	
		 	Discounts on Other Company Products or Services	 		 	
				
	Other Benefit Programs*	 	Service Award	 	Severance and termination	 	Severance & Terminations
		 	And other awards	 	Meal Allowance / Subsidized Eating Facilities	 	Transportation Programs
		 	Sport voucher	 	Service Awards	 	Savings Plan
		 	Severance	 	Vaccines	 	Meal Allowance / Subsidized Eating Facilities
		 		 	CESU gift voucher	 	Service Awards
		 		 		 	Kontoführungsgebühr (Bank service commission)
		 		 		 	Family Support
		 		 		 	In House doctor
				
	Time Off and Leaves of Absence	 	Vacation Bonus	 	Working Schedule	 	Vacation and Paid Leave
		 	Miscellaneous Paid Leave	 	Parental Leave	 	
		 	Vacation	 	Paternity Leave	 	
		 	Sick Leave (statutory)	 	Bereavement Leave	 	
		 	Maternity Leave (statutory)	 	Miscellaneous Paid Leave	 	
		 	Paternity Leave (statutory)	 		 	
		 	Bereavement leave Only Statutory	 		 	
				
	 	 	Ireland	 	Italy	 	Netherlands
	Retirement	 	Pension Plan - DB (Retirement)	 	Defined Contribution FONCHIM Fund	 	Retirement DB Plan (closed)
		 	Pension Plan DB (Death)	 	Defined Contribution PREVIGEN Fund	 	Retirement DC Plan (open)
		 	Pension Plan - DC (retirement)	 		 	
		 	Pension Plan - DC (Death)	 		 	
				
	Health & Welfare Plans	 	Long Term Disability Plan	 	Death Insurance	 	Life and Accident Insurance
		 	Medical	 	Accident insurance	 	Short term disability (sick pay)
		 	Annual medical check-up	 	Medical/Dental	 	Health and Wellness Programs
		 		 	Medical/Dental Othr employees	 	BeWell initiatives
		 		 	Medical Check Up	 	Medical and Dental (optional coverage)
				
	Other Benefit Programs*	 	Meal Allowance / Subsidized Eating Facilities	 	TERMINATION Indemnities - Mandatory	 	Termination Notice period
		 	Service Award	 	Termination	 	Termination Severance Payment
		 	Discounts on Other Company Products or Services	 	Meal Allowance / Subsidized Eating Facilities	 	Representation allowance
		 	Cycle to work scheme	 	Service Awards	 	Phone/internet allowance
		 	Employee Assistance Program	 	Discounted Company Products	 	Sport allowance
		 	Company Car Allowance	 		 	Commuting allowance
		 	Termination Indemnities: Lump sum	 		 	Service Awards
		 		 		 	Meal Allowance / Subsidized Eating Facilities
				
	Time Off and Leaves of Absence	 	Sick Absence Policy	 	Sick pay - White Collars	 	Vacation
		 	Working hours	 	Vacation (including carry-forward and pay-out options)	 	Maternity Leave
		 	Vacation	 	Maternity Leave	 	Paternity Leave
		 	Public Holidays	 	Paternity Leave	 	Bereavement Leave
		 	Maternity	 	Parental Leave	 	Miscellaneous Paid Leave
		 	Other leaves	 	Bereavement Leave	 	
		 		 	Marriage	 	
		 		 	Other paid leaves	 	









							
	 	 	Norway	 	Portugal	 	Spain
	Retirement	 	Retirement Plan	 	Retirement	 	Pension Plan - DC (Retirement)
				
	Health & Welfare Plans	 	Life and Disability	 	Life and Accident Insurance	 	Death Insurance Disability Insurance
		 	LOCAL BTA	 	Long term disability Insurance	 	Medical Plan
		 		 	Local BTA	 	Medical Check up
		 		 	Medical and Dental Plan	 	
		 		 	Medical Examination	 	
				
	Other Benefit Programs*	 	Service Award	 	Severance & Terminations	 	Meal Allowance
		 	Vacation Bonus	 	Club Memberships	 	Service Award
		 	Severance	 	Meal Allowances	 	Termination Indemnities
		 	Sport voucher	 	Service awards	 	Working Hours
		 	Work and private time accident insurance	 	Vaccines	 	Preferred provider agreements
		 	Meal Provided	 		 	
		 	Travel bag benefit	 		 	
		 	Other welfare benefits	 		 	
				
	Time Off and Leaves of Absence	 	Vacation	 	Sick Leave	 	Sick Leave
		 	Sick leave	 	Maternity Leave	 	Other Holidays (days off)
		 	Maternity Leave	 	Vacation	 	Paid leaves
		 	Paternity Leave	 	Bereavement Leave	 	
		 	Bereavement Leave	 	Miscellaneous Paid Leave	 	
		 		 	Miscellaneous UnPaid Leave	 	
				
	 	 	Sweden	 	Switzerland	 	United Kingdom
				
	Retirement	 	DB Retirement Plan	 	New Bio Employees DC	 	Retirement - DB (unfunded promise)
		 	DC Retirement Plan	 	New Bio Employees DB	 	Retirement - DC
		 	Retirement/Pension Counseling	 		 	
				
	Health & Welfare Plans	 	Private Life	 	Minimum Mandatory Coverage	 	Life Assurance
		 	Medical (optional)	 	Accident Insurance — UVGZ (on top of minimum Mandatory Coverage)	 	Short Term Sick Pay
		 	Group Insurances (optional)	 	Short Term Sickness	 	Long term Sick Pay
		 		 	Medical allowances	 	Group Income Protection (Long term Disability)
		 		 	Medical Examinations	 	Local BTA
		 		 	Business Travel Insurance (in addition to Global)	 	Medical Plan Baxter Funded
				
	Other Benefit Programs*	 	Sport Reimbursement	 	Transportation	 	Cash Plan Westfield
		 	Severance	 	Lunch Allowances, Canteen	 	Health Screening Baxter Funded
		 	Service Awards	 	Club/Sport Membership	 	Service Award
		 	Vaccines	 	Free Vaccinations	 	Unum Lifeworks
		 	Massage	 	Awards (Service, Marriage, wedding, etc.)	 	Your Benefits (Flexible Benefits)
		 	Eye Care	 	Discounts	 	Discounted Hire car - Hertz.
		 	Stop Smoking	 		 	Discounted Holidays
		 		 		 	Discounted Hotel and Cottage stays
		 		 		 	Discounted IT Equipment
		 		 		 	Discounted Purple Parking
		 		 		 	Costco Membership
		 		 		 	Regency Park Health Club Discount
				
	Time Off and Leaves of Absence	 	Sick Leave	 	Vacation	 	Vacation
		 	Time Schedule	 	Other paid leaves	 	Maternity Leave
		 	Flex time	 	Maternity Leave	 	Paternity Leave
		 	Vacation	 		 	Parental Leave
		 	Days off	 		 	Bereavement Leave
		 		 		 	Miscellaneous Paid Leave

  

	*	Other Benefit Programs include perqs/allowances but is not intended to be inclusive of all plans/porgrams within each country. 








 Schedule 4.01(a) / 4.02(a)(ii) 

Baxalta Non-U.S. Plans – Former Employees 
  

	 	1.	Austria Baxter AG Retirement Plan 


	 	2.	Austria Innovations GmbH Retirement Plan 


	 	3.	Switzerland Baxter Bioscience 


	 	4.	Switzerland Baxter AG 


	 	5.	Switzerland Baxter Healthcare 

 Mutual Agreement Re: Asset Transfer Methodology 

The Parties mutually agree, as contemplated by the following provisions of Section 4.01(a) and Section 4.02(a)(ii) of the Agreement, for the
avoidance of doubt, that where applicable local Laws specify the method for valuation, the applicable local Laws will be followed (but interpreted as closely as possible to the language of the Agreement to the extent such an interpretation is
permitted). 
 Applicable Excerpt – Section 4.01(a) 

Assets will be allocated between the plans based on the proportion of Liabilities borne by each plan. Except as otherwise mutually agreed upon by the Parties,
such Liabilities will be valued using the projected benefit obligation based on plan provisions as in effect at the Applicable Closing Date and applying demographic and other assumptions used in the most recently completed valuation of the
applicable Non-U.S. Baxter Benefit Plan (and taking into account the requirements of ASC 715 as it exists as of the Applicable Closing Date); provided, however, that all economic assumptions will be updated as of the Applicable Closing
Date. 
 Applicable Excerpt – Section 4.02(a)(ii) 

Assets will be allocated between the plans based on the proportion of Liabilities borne by each plan. Except as otherwise mutually agreed upon by the Parties,
such Liabilities will be valued as of the Shared Plan Replacement Date using the projected unit credit method based on plan provisions as in effect at the Shared Plan Replacement Date and applying the demographic and other assumptions used in the
most recently completed valuation of the applicable Non-U.S. Baxter Benefit Plan (and taking into account the requirements of ASC 715 as it exists as of the Shared Plan Replacement Date); provided, however, that all economic
assumptions will be updated as of the Shared Plan Replacement Date. 







 Schedule 4.02(a) 

Continued Baxalta Participation in Baxter Non-U.S. Plans 
  

	 	1.	Switzerland (*) – Baxter and Baxalta employees will continue to participate in the existing Baxter Swiss pension foundation until on or about January 1, 2016. On or about January 1, 2016, the
existing Baxter Swiss pension foundation will transfer to Baxalta and active Baxter employees as of such date will transfer out of the current Swiss pension foundation into a newly established Baxter Swiss pension foundation or a separate
multi-employer foundation. 

  

	 	2.	Japan 

  

	 	•	 	Assets for defined benefit pension plan will be combined until government approval by MHLW 








 Schedule 5.01(c)(iii) 

Flexible Spending Accounts 
  

	 	•	 	Canada 

  

	 	•	 	Spending credits will not transfer to Baxalta 

  

	 	•	 	Participants have been advised that Flex credits need to be used by June 30th and they have 90 days post
June 30th to process claims through Baxter. 








 Schedule 6.01(e) 

Equity Adjustment Exceptions 
  

	 	1.	Certain re-hire grants made after July 1, 2014 will be subject to the “basket” approach described in Section 6.01(a) such that those awards (as determined in agreement with the applicable employee)
are treated in the same manner as 2014 awards that were not new hire grants. 








 Schedule 7.16 

Reverse Jurisdictions 
  

	 	1.	Austria Baxter AG Retirement Plan 


	 	2.	Austria Innovations GmbH Retirement Plan 


	 	3.	Switzerland Baxter Bioscience 


	 	4.	Switzerland Baxter AG 


	 	5.	Switzerland Baxter Healthcare