EX-4.1



 Exhibit 4.1 

BAXALTA INCORPORATED 

EMPLOYEE STOCK PURCHASE PLAN 

(Effective July 1, 2015) 







 Baxalta Incorporated 

Employee Stock Purchase Plan 

TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	 Article I- Purpose
	  	 	1	  
	 1.01.
	 	 Purpose
	  	 	1	  
		
	 Article II- Definitions
	  	 	2	  
	 2.01.
	 	 Base Pay
	  	 	2	  
	 2.02.
	 	 Committee
	  	 	2	  
	 2.03.
	 	 Conversion Rate
	  	 	2	  
	 2.04.
	 	 Eligible Employee
	  	 	2	  
	 2.05.
	 	 Enrollment Period
	  	 	2	  
	 2.06.
	 	 Offering Commencement Date
	  	 	2	  
	 2.07.
	 	 Offering
	  	 	3	  
	 2.08.
	 	 Offering End Date
	  	 	3	  
	 2.09.
	 	 Participant
	  	 	3	  
	 2.10.
	 	 Plan
	  	 	3	  
	 2.11.
	 	 Purchase Date
	  	 	3	  
	 2.12.
	 	 Subscription
	  	 	3	  
	 2.13.
	 	 Subsidiary
	  	 	4	  
		
	 Article III- Eligibility and Participation
	  	 	5	  
	 3.01.
	 	 Initial Eligibility
	  	 	5	  
	 3.02.
	 	 Leave of Absence
	  	 	5	  
	 3.03.
	 	 Restrictions on Participation
	  	 	5	  
	 3.04.
	 	 Commencement of Participation
	  	 	6	  
	 3.05.
	 	 Participation After Rehire
	  	 	6	  
	 3.06.
	 	 Transfers
	  	 	6	  
		
	 Article IV- Offerings
	  	 	7	  
	 4.01.
	 	 Quarterly Offerings
	  	 	7	  
	 4.02.
	 	 Purchase Price
	  	 	7	  
		
	 Article V- Payroll Deductions/Contributions
	  	 	8	  
	 5.01.
	 	 Amount of Deduction/Contribution
	  	 	8	  
	 5.02.
	 	 Participant’s Account
	  	 	8	  
	 5.03.
	 	 Changes in Payroll Deductions/Contributions
	  	 	8	  
		
	 Article VI- Exercise of Option
	  	 	9	  
	 6.01.
	 	 Automatic Exercise
	  	 	9	  
	 6.02.
	 	 Withdrawal From Offering
	  	 	9	  
	 6.03.
	 	 Delivery of Stock
	  	 	9	  
	 6.04.
	 	 Mandatory Retention or Sale of Stock
	  	 	9	  


  
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	Article VII- Withdrawal		10	 
	 7.01.
		 Effect on Subsequent Participation
		 	10	  
	 7.02.
		 Termination of Employment
		 	10	  
		
	 Article VIII- Stock
		 	11	  
	 8.01.
		 Maximum Shares
		 	11	  
	 8.02.
		 Participant’s Interest in Option Stock
		 	11	  
	 8.03.
		 Registration of Stock
		 	11	  
	 8.04.
		 Dividends
		 	11	  
		
	 Article IX- Administration
		 	12	  
	 9.01.
		 Appointment of Committee
		 	12	  
	 9.02.
		 Authority of Committee
		 	12	  
	 9.03.
		 Rules Governing the Administration of the Committee
		 	12	  
		
	 Article X- Miscellaneous
		 	13	  
	 10.01.
		 Transferability
		 	13	  
	 10.02.
		 Use of Funds
		 	13	  
	 10.03.
		 Adjustment Upon Changes in Capitalization
		 	13	  
	 10.04.
		 Mergers, Liquidations, and Other Company Transactions
		 	13	  
	 10.05.
		 Amendment and Termination
		 	14	  
	 10.06.
		 Rules for Certain Jurisdictions
		 	14	  
	 10.07.
		 Compliance with Legal and Exchange Requirements
		 	14	  
	 10.08.
		 Withholding of Taxes
		 	15	  
	 10.09.
		 Effective Date
		 	15	  
	 10.10.
		 No Employment Rights
		 	15	  
	 10.11.
		 Effect of Plan
		 	15	  
	 10.12.
		 Governing Law
		 	15	  


  
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 Baxalta Incorporated 

Employee Stock Purchase Plan 

(Effective July 1, 2015) 

ARTICLE I-PURPOSE 
  

	1.01.	Purpose 

 The Baxalta Incorporated Employee Stock Purchase Plan is intended to provide a method
whereby certain employees of Baxalta Incorporated and its participating subsidiary corporations (hereinafter referred to, unless the context otherwise requires, as the “Company”) will have an opportunity to acquire a proprietary interest
in the Company through the purchase of shares of the Common Stock of the Company (“Stock”). With respect to U.S. Offerings, it is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under
Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The provisions of the Plan shall be construed so as to extend and limit participation in U.S. Offerings a manner consistent with the requirements of Code
Section 423. Participating Subsidiaries as of the Effective Date are those that employ the countries listed in Exhibit A, which shall be amended from time to time to reflect changes in the participating Subsidiaries. 

At the time the Plan is adopted, the Company is a wholly owned subsidiary of Baxter International Inc., which is expected to be spun off as a separate company
on July 1, 2015. If for any reason the spin-off has not occurred prior to the first Purchase Date, the Committee may take such actions as it determines to be appropriate, which may include cancelling the Offering and refunding the balances in
Participants’ accounts or postponing the Purchase Date. 
 Accounts in the Baxter International Inc. Employee Stock Purchase Plan (the “Baxter
Plan”) shall not be transferred to this Plan, and this Plan shall not be considered a successor to the Baxter Plan. Payroll deductions authorized under the Baxter Plan will not apply under this Plan. Any Eligible Employee who has an account in
the Baxter Plan shall be treated as a terminated employee in accordance with the terms of the Baxter Plan. 







 ARTICLE II- DEFINITIONS 

 

	2.01.	Base Pay 

 “Base Pay” shall mean regular straight-time earnings plus commissions (where
legally permissible and administratively feasible) and payments in lieu of regular earnings and, for International Offerings, any legally mandated bonus or other pay. In the case of a part-time hourly
employee, such employee’s base pay during an Offering shall be determined by multiplying such employee’s hourly rate of pay by the number of regularly scheduled hours of work for such employee during such Offering. 

 

	2.02.	Committee 

 “Committee” shall mean the individuals appointed by the Company to
administer the Plan as described in Article IX. 
  

	2.03.	Conversion Rate 

 “Conversion Rate” shall mean with respect to any non-U.S. currency,
the rate established by the Company’s Corporate Treasury Department for purposes of converting such currency to United States dollars. 
  

	2.04.	Eligible Employee 

 “Eligible Employee” means any employee of the Company or a
participating Subsidiary. The Committee shall designate the Subsidiaries that shall be eligible to participate in the Plan, and the Subsidiaries whose employees are Eligible Employees with respect to each Offering. Unless otherwise specified by the
Committee, all Eligible Employees of U.S. Subsidiaries (and no others) are eligible to participate in each U.S. Offering, and all Eligible Employees of non-U.S. Subsidiaries (and no others) are eligible to participate in International Offerings.

  

	2.05.	Enrollment Period 

 “Enrollment Period” shall mean with respect to any Offering, the
period designated by the Committee prior to such Offering during which Eligible Employees may authorize payroll deductions (or contributions, where payroll deductions are prohibited under local law) through a Subscription. Unless the Committee
determines otherwise, the Enrollment Period with respect to any Offering shall end on the fifteenth day of the month immediately preceding the Offering Commencement Date or, if such day is not a business day, the immediately preceding business day,
and any Subscription received after such date shall be deemed to be an enrollment in the next following Offering. 
  

	2.06.	Offering Commencement Date 

 “Offering Commencement Date” shall mean July 1, 2015,
and, unless determined otherwise by the Committee, the first day of each calendar quarter thereafter. Each Eligible Employee who is a Participant as of an Offering Commencement Date for an Offering shall be deemed to be granted an option to
participate in the Plan for that Offering in accordance with the terms hereof. 

  
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	2.07.	Offering 

 “Offering” shall mean the quarterly offering of the Company’s Stock
(unless otherwise determined by the Committee). Only Eligible Employees of participating U.S. Subsidiaries shall participate in U.S. Offerings and only Eligible Employees of participating non-U.S. Subsidiaries shall participate in International
Offerings. Unless indicated otherwise, reference to Offerings shall include both U.S. Offerings and International Offerings. For purposes of the Plan, Puerto Rico is not considered as part of the United States. 

 

	2.08.	Offering End Date 

 “Offering End Date” shall mean, with respect to each Offering, the
day preceding the end of the second anniversary following the Offering Commencement Date for such Offering. 
  

	2.09.	Participant 

 “Participant” shall mean an Eligible Employee who has elected to
participate in an Offering by entering a Subscription during the Enrollment Period for such Offering. 
  

	2.10.	Plan 

 “Plan” shall mean the Baxalta Incorporated Employee Stock Purchase Plan, as
amended from time to time. 
  

	2.11.	Purchase Date 

 “Purchase Date” shall mean with respect to any Offering, the last day of
each calendar month during the period beginning with the Offering Commencement Date for such Offering and ending with the Offering End Date; provided, however, if any such day is not a business day on which trading occurs, the Purchase Date shall be
the nearest prior business date on which shares of Stock are traded. 
  

	2.12.	Subscription 

 “Subscription” shall mean an Eligible Employee’s authorization for
payroll deductions (or contributions, where payroll deductions are prohibited under local law) made in the form and manner specified by the Committee (which may include enrollment by submitting forms, by voice response, internet access or other
electronic means). Unless withdrawn earlier in accordance with Section 6.02 or otherwise in accordance with the Plan, each Subscription shall be in effect for 24 months. No more than one Subscription may be in effect for an Eligible Employee
during any calendar quarter. 

  
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	2.13.	Subsidiary 

 “Subsidiary” shall mean any present or future corporation that would be a
“subsidiary corporation” of the Company as that term is defined in Section 424 of the U.S. Internal Revenue Code. A “U.S. Subsidiary” means a Subsidiary that is incorporated in the United States (not including Puerto Rico),
and substantially all of the employees of which are citizens of the United States or resident aliens for tax purposes, and a “non-U.S. Subsidiary” is any Subsidiary that is not a U.S. Subsidiary. 

  
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 ARTICLE III-ELIGIBILITY AND PARTICIPATION 

 

	3.01.	Initial Eligibility 

 Any individual who is an Eligible Employee on an Offering Commencement Date
shall be eligible to participate in the U.S. Offering or International Offering commencing on such date, as applicable, subject to the terms and conditions of the Plan. 
  

	3.02.	Leave of Absence 

 For purposes of participation in the Plan, a Participant on a leave of absence
shall be deemed to be an employee for a period of up to 90 days or, if longer, during the period the Participant’s right to reemployment is guaranteed by statute or contract. If the leave of absence is paid, deductions or contributions
authorized under any Subscription in effect at the time the leave began will continue. If the leave of absence is unpaid, no deductions or contributions will be permitted during the leave. If such a Participant returns to active status within 90
days or the guaranteed reemployment period, as applicable, payroll deductions or contributions under the Subscription in effect at the time the leave began will automatically begin again upon the Participant’s return to active status. If the
Participant does not return to active status within 90 days or the guaranteed reemployment period, as applicable, the Participant shall be treated as having terminated employment for all purposes of the Plan. If such individual later returns to
active employment as an Eligible Employee, such individual will be treated as a new employee and will be eligible to participate in Offerings commencing after his or her reemployment date by filing a Subscription during the applicable Enrollment
Period for such Offering. 
  

	3.03.	Restrictions on Participation 

 Notwithstanding any provisions of the Plan to the contrary, no
Eligible Employee shall be granted an option to participate in any U.S. Offering under the Plan: 
  

	 	(a)	if, immediately after the grant, such Eligible Employee would own stock, and/or hold outstanding options to purchase stock, possessing 5% or more of the total combined voting power or value of all classes of stock of
the Company (for purposes of this paragraph, the rules of Section 424(d) of the Code shall apply in determining stock ownership of any Eligible Employee); 

  

	 	(b)	which permits the Eligible Employee’s right to purchase stock under all employee stock purchase plans of the Company to accrue at a rate which exceeds $25,000 in fair market value of the stock (determined at the
time such option is granted) for each calendar year in which such option is outstanding; or 

  

	 	(c)	which permits the Eligible Employee to purchase a number of shares that exceeds $100,000.00 (or $75,000 for an Offering with an Offering Commencement Date of January 1) divided by the closing price of a share of
Stock on the last day preceding the Offering Commencement Date on which the New York Stock Exchange is open for trading, and rounded down to the next lower whole number of shares. 


  
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	3.04.	Commencement of Participation 

 An Eligible Employee may become a Participant in any Offering by
entering a Subscription during the Enrollment Period for such Offering. Payroll deductions for such Offering shall commence on the applicable Offering Commencement Date and shall end on the applicable Offering End Date unless withdrawn by the
Participant or sooner terminated in accordance with Article VII. Only one Subscription may be in effect with respect to any Participant at any one time. 
  

	3.05.	Participation After Rehire 

 An Eligible Employee’s Subscription will automatically terminate
on his or her termination of employment with the Company. If the Eligible Employee terminates employment with a Subscription in effect with respect to an Offering and is rehired prior to the Offering End Date for that Offering, the Subscription will
not be reinstated and the Eligible Employee will not be allowed to again make payroll deductions under such Offering. The Eligible Employee may elect to participate in Offerings commencing after his or her reemployment date by entering a
Subscription during the applicable Enrollment Period for such Offering. 
  

	3.06.	Transfers 

 If an Eligible Employee transfers from a U.S. Subsidiary to a non-U.S. Subsidiary, the
Eligible Employee’s Subscription to any current U.S. Offering shall terminate, and such Eligible Employee may only participate in International Offerings commencing after such transfer, by entering a Subscription during the applicable
Enrollment Period for such Offering. If an Eligible Employee transfers from a non-U.S. Subsidiary to a U.S. Subsidiary, the Eligible Employee’s Subscription to any current International Offering shall terminate, and such Eligible Employee may
only participate in U.S. Offerings commencing after such transfer, by entering a Subscription during the applicable Enrollment Period for such Offering. 

A Participant whose participation in an Offering ends due to this Section 3.06 will be treated as having incurred a Termination of Employment to allow
for the application of Section 7.02. 

  
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 ARTICLE IV-OFFERINGS 

 

	4.01.	Quarterly Offerings 

 The Plan will be implemented by Offerings beginning on July 1, 2015
and, unless determined otherwise by the Committee, on the first day of each calendar quarter thereafter. Eligible Employees may not have in effect more than one Subscription at a time. Except as otherwise determined by the Committee, one U.S.
Offering for all Eligible Employees of U.S. Subsidiaries and one International Offering for all Eligible Employees of non-U.S. Subsidiaries shall begin on each such date. 

Participants may subscribe to any Offering for which they are eligible by entering a Subscription during the Enrollment Period for such Offering in such
manner as the Committee may prescribe (which may include enrollment by submitting forms, by voice response, internet access or other electronic means). 
 A
Subscription that is in effect on an Offering End Date will automatically be deemed to be a Subscription for the Offering that commences immediately following such Offering End Date, provided that the Participant is still an Eligible Employee and
has not withdrawn the Subscription. If a Participant purchases shares that cause the Participant to reach the limitation set forth in Section 3.03(b) or Section 3.03(c), the Participant’s Subscription will automatically be suspended
for the duration of the calendar year and will resume at the beginning of the next calendar year, provided that the Participant is still an Eligible Employee and has not withdrawn the Subscription. Under the foregoing automatic enrollment
provisions, payroll deductions or contributions will continue at the level in effect immediately prior to the new Offering Commencement Date, unless changed in advance by the Participant in accordance with Section 5.03. 

 

	4.02.	Purchase Price 

 The purchase price per share of Stock under each Offering shall be 85% of the
closing price of the Stock on the Purchase Date. If the Stock is not traded on the principal securities exchange on which the Stock is admitted to trade on any of the aforesaid dates for which closing prices of the stock are to be determined, then
reference shall be made to the next preceding date on which the Stock was so traded. 
 Such purchase price may only be paid with accumulated payroll
deductions (or contributions, where payroll deductions are prohibited under local law) in accordance with Article V. 

  
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 ARTICLE V-PAYROLL DEDUCTIONS/CONTRIBUTIONS 

 

	5.01.	Amount of Deduction/Contribution 

 An Eligible Employee’s Subscription shall authorize
payroll deductions at a rate, in whole percentages, of no less than 1% and no more than 15% of Base Pay on each payday that the Subscription is in effect. Where payroll deductions are prohibited under local law, the Company may permit Eligible
Employees to contribute to the Plan by an alternative method of contribution, including (but not limited to) personal checks or direct debits from personal bank accounts. 
  

	5.02.	Participant’s Account 

 All payroll deductions made with respect to a Participant shall be
credited to his or her account under the Plan. A Participant may not make any separate cash payment into such account, except where payroll deductions are prohibited under local law and the Company has permitted a Participant to contribute to the
Plan by an alternative means. No interest will accrue or be paid on any amount withheld from a Participant’s pay under the Plan or credited to the Participant’s account. Except as otherwise provided in this Section 5.02,
Section 6.01 or Section 8.01, or as provided upon termination of the Plan, all amounts in a Participant’s account will be used to purchase Stock and no cash refunds shall be made from such account. Any amounts remaining in a
Participant’s account with respect to an Offering due to the limitations of Section 3.03 shall be returned to the Participant without interest and will not be used to purchase shares with respect to any other Offering under the Plan. 

 

	5.03.	Changes in Payroll Deductions/Contributions 

 During an Offering, a Participant may change his or
her level of payroll deduction or contribution with respect to such Offering within the limits described in Section 5.01 in accordance with procedures established by the Committee (including, without limitation, rules relating to the frequency
of such changes); provided, however, if the Participant reduces his or her payroll deductions or contributions to zero, it shall be deemed to be a withdrawal of the Subscription and the Participant may not thereafter participate in such Offering but
must wait until the next quarterly Offering to resubscribe to the Plan. Any increases or decreases in the level of payroll deductions or contributions shall be effective as soon as administratively practicable thereafter. 

  
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 ARTICLE VI-EXERCISE OF OPTION 

 

	6.01.	Automatic Exercise 

 A Participant’s option for the purchase of Stock with respect to any
Offering will be automatically exercised on each Purchase Date for the Offering. The option will be exercised by using the accumulated payroll deductions or contributions in the Participant’s account as of each such Purchase Date to
purchase the number of full and partial shares of Stock that may be purchased at the purchase price on such date, determined in accordance with Section 4.02 (but not in excess of the limitation set forth in Sections 3.03(b) or
3.03(c)). If the Participant is paid in a non-U.S. currency, the Participant’s accumulated payroll deductions or contributions shall be converted into U.S. dollars using the Conversion Rate in effect on the Purchase Date. Any accumulated
payroll deductions or contributions remaining in the Participant’s account following the purchase that could not be used to purchase shares of Stock in accordance with the foregoing provisions shall be refunded to the Participant as soon as
practicable. 
  

	6.02.	Withdrawal From Offering 

 A Participant may withdraw his or her Subscription at any time (but not
retroactively) during an Offering. If the Participant withdraws his or her Subscription with respect to any Offering, the accumulated payroll deductions or contributions in the Participant’s account at the time the Subscription is withdrawn
will be used to purchase shares of Stock at the next Purchase Date for the Offering to which the Subscription related, in accordance with Section 6.01. A Participant may not withdraw the accumulated payroll deductions or contributions in his or
her account during an Offering. 
  

	6.03.	Delivery of Stock 

 Stock purchased under the Plan will be held in an account in the
Participant’s name in uncertificated form until such shares are transferred to the Participant in accordance with Section 7.02 or other procedures established by the Committee. The Committee may change such accounts and the manner in which
such shares are registered and held from time to time, and may establish reasonable fees for the registration and custody of shares and sell shares in a Participant’s account to pay such fees. 

 

	6.04.	Mandatory Retention or Sale of Stock 

 To facilitate compliance with applicable law, the Committee
may require Participants to: (a) retain any Stock purchased under the Plan during an Offering with a designated broker or agent for a designated period of time (and may restrict dispositions during that period) and/or may establish other
procedures to restrict transfer of such Stock or (b) sell shares of Stock immediately upon purchase or within a specified period following a Participant’s termination of employment. 

  
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 ARTICLE VII-WITHDRAWAL 

 

	7.01.	Effect on Subsequent Participation 

 A Participant’s election to withdraw from any Offering
will not have any effect upon the Participant’s eligibility to participate in any succeeding Offering or in any similar plan which may hereafter be adopted by the Company. 

 

	7.02.	Termination of Employment 

 Upon termination of the Participant’s employment with the Company
for any reason, any Subscription then in effect will be deemed to have been withdrawn and any payroll deductions or contributions credited to the Participant’s account will be used to purchase Stock on the next Purchase Date for the Offering
with respect to which such deductions relate in accordance with Section 6.01. After termination of employment, any shares of Stock purchased under the Plan that have not otherwise been certificated, sold or transferred will continue to be held
in the Participant’s Plan account. Subject to Section 6.04, in the event any such shares of Stock remain in the Participant’s Plan account two (2) years after Participant’s termination of employment, such shares will be
transferred from the Participant’s Plan account to a Common Class of Shares account, subject to Section 6.03. The Company, in its sole discretion, shall determine whether a Participant has terminated employment for purposes of the Plan,
and such determinations shall be final and binding on all parties. 

  
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 ARTICLE VIII-STOCK 

 

	8.01.	Maximum Shares 

 The maximum number of shares of Stock which may be issued under the Plan, subject
to adjustment upon changes in Baxalta’s capitalization as provided in Section 10.03, shall be Three Million (3,000,000) shares. If the total number of shares for which options are exercised on any Purchase Date in accordance with
Article IV exceeds the maximum number of shares for the applicable Offering, the Committee shall make a pro rata allocation of the shares available for delivery and distribution in as nearly a uniform manner as shall be practicable and as it shall
determine to be equitable, and the balance of payroll deductions or contributions credited to the account of each Participant under the Plan shall be returned to him or her as promptly as possible. 

 

	8.02.	Participant’s Interest in Option Stock 

 The Participant will have no interest in Stock
covered by an option under the Plan until such option has been exercised. 
  

	8.03.	Registration of Stock 

 Stock to be delivered to a Participant under the Plan will be registered
in the name of the Participant or, for U.S. Offerings, if the Participant so directs in accordance with procedures established by the Committee, in the names of the Participant and one such other person as may be designated by the Participant, as
joint tenants with rights of survivorship, to the extent permitted by applicable law. 
  

	8.04.	Dividends 

 Dividends on Stock purchased under the Plan that is held in a Participant’s
account shall be credited to the Participant’s account and reinvested in Stock, unless prohibited by applicable law. Unless the Participant has requested otherwise, dividend reinvestment will occur regardless of whether the Participant is
currently participating in an Offering. At the Participant’s request, dividends will be paid directly to the Participant in cash. 

  
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 ARTICLE IX-ADMINISTRATION 

 

	9.01.	Appointment of Committee 

 The Board of Directors of Baxalta Incorporated (the “Board”)
shall appoint a Committee to administer the Plan. No member of the Committee who is not an Eligible Employee shall be eligible to purchase Stock under the Plan. Unless otherwise determined by the Board, the Baxalta Benefits Committee shall serve as
the Committee. 
  

	9.02.	Authority of Committee 

 Subject to the express provisions of the Plan, the Committee shall have
plenary authority in its discretion to interpret and construe any and all provisions of the Plan, to adopt rules and regulations for administering the Plan, and to make all other determinations deemed necessary or advisable for administering
the Plan. The Committee shall also have the authority to determine whether the employees of divisions or Subsidiaries of the Company organized or acquired after the Effective Date shall be eligible for participation in the Plan. To the extent
permitted under applicable law, the Committee may delegate its power, authority and responsibilities under the Plan to one or more officers of the Company at any time, in its sole discretion. In this regard and to the extent permitted under
applicable law, the Committee hereby delegates its power, authority and responsibilities under the Plan to Baxalta Incorporated’s Executive Vice President and Head of Human Resources (or the individual holding equivalent duties and
responsibilities). Decisions of the Committee and, where applicable, its delegate, shall be final and binding upon all Participants. Neither the Committee nor any delegate of the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted hereunder. 
  

	9.03.	Rules Governing the Administration of the Committee 

 The Board may from time to time appoint
members of the Committee in substitution for or in addition to members previously appointed and may fill vacancies, however caused, in the Committee. The Committee may select one of its members as its Chairman and shall hold its meetings at such
times and places as it shall deem advisable and may hold telephonic meetings. A majority of its members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. The Committee may correct any defect
or omission or reconcile any inconsistency in the Plan, in the manner and to the extent it shall deem desirable. Any decision or determination reduced to writing and signed by a majority of the members of the Committee shall be as fully effective as
if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a secretary and shall make such rules and regulations for the conduct of its business as it shall deem advisable. 

  
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 ARTICLE X-MISCELLANEOUS 

 

	10.01.	Transferability 

 Neither payroll deductions credited to a Participant’s account nor any
rights with regard to the exercise of an option or to receive Stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution. Any such
attempted assignment, transfer, pledge or other disposition shall be without effect. During a Participant’s lifetime, options held by such Participant shall be exercisable only by that
Participant. 
  

	10.02.	Use of Funds 

 All payroll deductions received or held by the Company under this Plan may be used
by the Company for any corporate purpose and the Company shall not be obligated to segregate such payroll deductions; provided, however, for International Offerings, such amounts shall be held in trust or otherwise segregated from the Company’s
general assets to the extent required under local law. 
  

	10.03.	Adjustment Upon Changes in Capitalization 

 In the event of a stock split, stock dividend, reverse
stock split, extraordinary cash dividend, recapitalization, reorganization, reclassification or combination of shares, merger, consolidation, distribution, split-up, spin-off, exchange of shares, sale of assets or similar corporate transaction or
event, the Committee, in the manner it deems equitable, shall adjust (a) the number and class of shares or other securities that are reserved for issuance under the Plan, (b) the number and class of shares or other securities that are
subject to outstanding options, and (c) the appropriate market value and other price determinations applicable to options (including the purchase price). The Committee shall make all determinations under this Section 10.03, and all such
determinations shall be conclusive and binding. 
  

	10.04.	Mergers, Liquidations, and Other Company Transactions 

  

	 	(a)	Liquidation or Dissolution. In the event of the proposed liquidation or dissolution of Baxalta Incorporated, the Offering then in progress shall terminate immediately prior to the consummation of such proposed
liquidation or dissolution, unless otherwise provided by the Committee in its sole discretion, and all outstanding options to purchase Stock shall automatically terminate and the amounts of all payroll deductions and contributions will be refunded
without interest to the Participants as soon as reasonably practicable. 

  

	 	(b)	Sale or Merger. In the event of a proposed sale of all or substantially all of the assets of Baxalta Incorporated, or the merger or consolidation of Baxalta Incorporated with or into another entity, then in the
sole discretion of the Committee: (a) each option shall be assumed, or an equivalent option shall be substituted, by the successor corporation or parent or subsidiary of such successor corporation; or (b) a new Purchase Date shall be
established by the Committee on or before the date of consummation of such merger, consolidation or sale, and all outstanding options to purchase Stock shall be automatically exercised on such new date. 


  
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	10.05.	Amendment and Termination 

 The Board shall have complete power and authority to terminate or
amend the Plan; provided, however, that the Board shall not, without the approval of the shareholders of Baxalta Incorporated (i) increase the maximum number of shares which may be issued under any Offering (except pursuant to
Section 10.03); (ii) amend the requirements as to the class of employees eligible to participate in the Plan or permit the members of the Committee to purchase stock under the Plan if not otherwise an Eligible Employee. 

Unless otherwise determined by the Committee, the termination date of the Plan shall be deemed to be a Purchase Date, and all options then outstanding under
the Plan shall be exercised. 
  

	10.06.	Rules for Certain Jurisdictions 

 Notwithstanding anything in the Plan to the contrary, the
Committee (or its delegate) may, in its sole discretion: (a) amend or vary the terms of the Plan in order to conform such terms with the requirements of each jurisdiction where a participating Subsidiary is located; (b) amend or vary the
terms of the Plan in each jurisdiction where a participating Subsidiary is located as it considers necessary or desirable to take into account or to mitigate or reduce the burden of taxation and social security contributions for Participants and/or
the Subsidiary; or (c) amend or vary the terms of the Plan in a jurisdiction where a participating Subsidiary is located as it considers necessary or desirable to meet the goals and objectives of the Plan. The Committee (or its delegate) may,
where it deems appropriate in its sole discretion, establish one or more sub-plans for these purposes. The Committee (or its delegate) may, in its sole discretion, establish administrative rules and procedures to facilitate the operation of the Plan
in such jurisdictions. To the extent permitted under applicable law, the Committee may delegate its authority and responsibilities under this Section 10.06 to one or more officers of Baxalta Incorporated in addition to the delegation made under
Section 9.02. 
  

	10.07.	Compliance with Legal and Exchange Requirements 

 Baxalta Incorporated shall not be under any
obligation to issue Stock upon the exercise of any option unless and until Baxalta Incorporated has determined that: (a) it has taken all actions required to register the shares of Stock under the U.S. Securities Act of 1933, or to perfect an
exemption from the registration requirements thereof; (b) any applicable listing requirement of any stock exchange on which the Stock is listed has been satisfied; and (c) all other applicable provisions of U.S. federal, state and
applicable non-U.S. law have been satisfied. This Plan and Baxalta Incorporated’s obligation to sell and deliver shares of Stock under the Plan in any jurisdiction other than the United States shall be subject to approval of any governmental
authority required in connection with the Plan or the authorization, issuance, sale, or delivery of shares of Stock hereunder in such jurisdiction. 

  
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	10.08.	Withholding of Taxes 

 In the event that the Company is required to withhold any applicable taxes
in respect of any compensation or other income realized by a Participant under the Plan, the Company may deduct from any benefits of any kind otherwise due to such Participant, including without limitation the proceeds of any sale of shares of Stock
for the account of the Participant, the aggregate amount of such applicable taxes required to be withheld or, if such payments are insufficient to satisfy such applicable taxes, the Participant will be required to pay to the Company, or make other
arrangement satisfactory to the Company regarding payment to the Company of, the aggregate amount of any such taxes. 
  

	10.09.	Effective Date 

 This Plan shall be effective as of July 1, 2015. 

 

	10.10.	No Employment Rights 

 The Plan does not, directly or indirectly, create any right for the benefit
of any employee or class of employees to purchase any shares under the Plan, or create in any employee or class of employees any right with respect to continuation of employment by the Company, and it shall not be deemed to interfere in any way with
the Company’s right to terminate, or otherwise modify, an employee’s employment at any time. Any rights or benefits provided under this Plan shall not be considered part of normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments, bonuses, long service awards, pension, retirement or similar payments, except to the extent explicitly provided in the plan or policy document governing such benefits. 

 

	10.11.	Effect of Plan 

 The provisions of the Plan shall, in accordance with its terms, be binding upon,
and inure to the benefit of, all successors of each employee participating in the Plan, including, without limitation, such employee’s estate and the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee
in bankruptcy or representative of creditors of such employee. 
  

	10.12.	Governing Law 

 The law of the State of Illinois will govern all matters relating to this Plan
except to the extent it is superseded by the laws of the United States. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be executed on the 29th day of June 2015. 
  

			
	 BAXALTA INCORPORATED
 BENEFIT
COMMITTEE

		
	By:		 /s/ Salvatore Dadouche

	Title:		 Benefit Committee Member




  
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 EXHIBIT A — COUNTRY LISTING 

As of the Effective Date, Subsidiaries in the following countries are participating Subsidiaries in the Plan. Such list may be updated from
time to time as participation changes pursuant to the authority of the Committee (or its delegate) as indicated in Section 9.02: 
 Austria 

Belgium 
 Canada 

Germany 
 Ireland 

Italy 
 Japan 

Singapore 
 Switzerland 

United Kingdom 
 United States (not including Puerto Rico) 

  
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