ON
SCHEDULE 8.11(B), NO IBIS EMPLOYEE HAS SUFFERED AN "EMPLOYMENT LOSS" DURING THE
NINETY (90)-DAY PERIOD PRIOR TO THE DATE HEREOF.
ISIS SHALL UPDATE SCHEDULE
8.11(B) AS NECESSARY TO REFLECT ALL "EMPLOYMENT LOSSES" BETWEEN THE DATE HEREOF
AND PRIOR TO THE CLOSING DATE.
(C)
COBRA.
ISIS SHALL RETAIN RESPONSIBILITY FOR ALL LIABILITY FOR ANY
HEALTH CARE CONTINUATION COVERAGE OR NOTICE REQUIREMENT UNDER SECTION 4980B OF
THE CODE AND PART G OF SUBTITLE B OF TITLE 1 OF ERISA WITH RESPECT TO ANY PLAN,
INCLUDING WITH RESPECT TO ALL FORMER EMPLOYEES OF IBIS OR THE BUSINESS, WHO ARE
FORMER EMPLOYEES THEREOF AS OF THE CLOSING.
55
(D)
RETIREMENT PLANS.
PRIOR TO OR ON THE CLOSING DATE, ISIS AND/OR IBIS
SHALL MAKE ALL MATCHING CONTRIBUTIONS AND A PRO-RATED PORTION OF ANY PROFIT
SHARING CONTRIBUTIONS THAT WOULD OTHERWISE BE MADE FOR THE PLAN YEAR (WITHOUT
REGARD TO ANY YEAR-END EMPLOYMENT REQUIREMENTS) WITH RESPECT TO THE IBIS
EMPLOYEES' CONTRIBUTIONS TO ANY PLAN THAT IS INTENDED TO BE QUALIFIED UNDER
SECTION 401(A) OF THE CODE (THE "ISIS RETIREMENT PLANS").
ISIS SHALL PRIOR TO
THE CLOSING: (A) AMEND EACH ISIS RETIREMENT PLAN TO CAUSE THE ACCOUNT BALANCES
OR ACCRUED BENEFITS OF IBIS EMPLOYEES TO BE FULLY VESTED AS OF THE CLOSING DATE
AND (B) AMEND EACH ISIS RETIREMENT PLAN THAT INCLUDES A CASH OR DEFERRED
ARRANGEMENT UNDER SECTION 401(K) OF THE CODE TO PERMIT IBIS EMPLOYEES WITH AN
OUTSTANDING PLAN LOAN TO ROLL OVER SUCH LOAN TO ABBOTT'S 401(K) PLAN.
ABBOTT
WILL CAUSE ITS 401(K) PLAN TO ACCEPT A DIRECT ROLLOVER OF THE IBIS EMPLOYEES'
401(K) ACCOUNT BALANCE, INCLUDING A DIRECT ROLLOVER OF ANY OUTSTANDING PLAN
LOAN.
(E)
PAYROLL TAX REPORTING.
IBIS, ISIS AND AMI AGREE THAT PAYROLL
REPORTING OF THE IBIS EMPLOYEES WILL BE TREATED IN ACCORDANCE WITH THE ALTERNATE
PROCEDURE SET FORTH IN SECTION 5 OF REVENUE PROCEDURE 2004-53.
(F)
RETENTION OF LIABILITY.
ISIS SHALL BE SOLELY RESPONSIBLE FOR,
AND RETAIN ALL LIABILITIES WITH RESPECT TO AND ISIS SHALL RETAIN, BEAR AND
DISCHARGE ALL LIABILITIES AND OBLIGATIONS WITH RESPECT TO (I) ALL INACTIVE IBIS
EMPLOYEES UNTIL SUCH TIME AS THE INACTIVE IBIS EMPLOYEE RETURNS TO ACTIVE
EMPLOYMENT WITH IBIS AND (II) ALL INACTIVE IBIS EMPLOYEES WHO FAIL TO RETURN TO
ACTIVE EMPLOYMENT WITH IBIS.
ISIS SHALL BE SOLELY RESPONSIBLE FOR, AND RETAIN
ALL LIABILITIES WITH RESPECT TO, ALL WAGES, SALARIES, COMMISSIONS, BONUSES,
VACATION PAY AND OTHER COMPENSATION PAYABLE TO ANY IBIS EMPLOYEE FOR ALL PERIODS
THROUGH AND INCLUDING THE CLOSING DATE.
AMI SHALL NOT ASSUME LIABILITY FOR ANY
RETENTION, SEVERANCE, CHANGE-OF-CONTROL OR SIMILAR AGREEMENTS BETWEEN ISIS AND
ANY OF THE IBIS EMPLOYEES, AND ISIS SHALL RETAIN OR ASSUME LIABILITY FOR ALL
OBLIGATIONS UNDER ANY SUCH RETENTION, SEVERANCE, CHANGE-OF-CONTROL OR SIMILAR
AGREEMENTS.
FOR PURPOSES OF THIS SECTION 8.11, AN "INACTIVE IBIS EMPLOYEE"
SHALL MEAN ANY EMPLOYEE OF IBIS WHO, AS OF THE CLOSING DATE, IS ON ANY TYPE OF
LEAVE OF ABSENCE OR WHO HAS BEEN OTHERWISE CONTINUOUSLY ABSENT FROM WORK WITH
IBIS FOR ANY REASON FOR LONGER THAN FIVE (5) WORKING DAYS, OTHER