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This excerpt taken from the ABII 10-K filed Mar 12, 2010. Employee Matters Agreement We entered into an employee matters agreement with APP, providing our respective obligations to employees and former employees who are or were associated with our respective businesses, and for other employment and employee benefit matters. Under the terms of the employee matters agreement, APP generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the hospital-based business, and we generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the proprietary products business. Under the employee matters agreement, the parties have agreed to reimburse one another for all indemnifiable losses that each may incur on behalf of the other as a result of any of the benefit plans or any of the termination or severance obligations.
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Table of ContentsThis excerpt taken from the ABII DEF 14A filed Oct 30, 2009. Employee Matters Agreement We entered into an employee matters agreement with New APP, providing our respective obligations to employees and former employees who are or were associated with our respective businesses, and for other employment and employee benefit matters. Under the terms of the employee matters agreement, New APP generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the hospital-based business, and we generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the proprietary products business. Under the employee matters agreement, the parties have agreed to reimburse one another for all indemnifiable losses that each may incur on behalf of the other as a result of any of the benefit plans or any of the termination or severance obligations. These excerpts taken from the ABII 10-K filed Apr 30, 2009. Employee Matters Agreement We entered into an employee matters agreement with New APP, providing our respective obligations to employees and former employees who are or were associated with our respective businesses, and for other employment and employee benefit matters. Under the terms of the employee matters agreement, New APP generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the hospital-based business, and we generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the proprietary products business. Under the employee matters agreement, the parties have agreed to reimburse one another for all indemnifiable losses that each may incur on behalf of the other as a result of any of the benefit plans or any of the termination or severance obligations. Employee Matters Agreement
Pursuant to the This excerpt taken from the ABII 10-K filed Mar 6, 2009. Employee Matters Agreement We entered into an employee matters agreement with APP, providing our respective obligations to employees and former employees who are or were associated with our respective businesses, and for other employment and employee benefit matters. Under the terms of the employee matters agreement, APP generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the hospital-based business, and we generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the proprietary products business. Under the employee matters agreement, the parties have agreed to reimburse one another for all indemnifiable losses that each may incur on behalf of the other as a result of any of the benefit plans or any of the termination or severance obligations.
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Table of ContentsThis excerpt taken from the ABII DEF 14A filed Oct 3, 2008. Employee Matters Agreement We entered into an employee matters agreement with New APP, providing our respective obligations to employees and former employees who are or were associated with our respective businesses, and for other employment and employee benefit matters. Under the terms of the employee matters agreement, New APP generally assumed all liabilities and obligations related to employee benefits for current and former employees
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who are or were associated with the hospital-based business, and we generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the proprietary products business. Under the employee matters agreement, the parties have agreed to reimburse one another for all indemnifiable losses that each may incur on behalf of the other as a result of any of the benefit plans or any of the termination or severance obligations. These excerpts taken from the ABII 10-K filed May 5, 2008. Employee Matters Agreement We entered into an employee matters agreement with New APP, providing our respective obligations to employees and former employees who are or were associated with our respective businesses, and for other employment and employee benefit matters. Under the terms of the employee matters agreement, New APP generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the hospital-based business, and we generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the proprietary products business. Under the employee matters agreement, the parties have agreed to reimburse one another for all indemnifiable losses that each may incur on behalf of the other as a result of any of the benefit plans or any of the termination or severance obligations. Employee Matters Agreement associated with our respective businesses, and for other employment and employee benefit matters. Under the terms of the employee matters agreement, New APP generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the hospital-based business, and we generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the proprietary products business. Under the employee matters agreement, the parties have agreed to reimburse one another for all indemnifiable losses that each may incur on behalf of the other as a result of any of the benefit plans or any of the termination or severance obligations. These excerpts taken from the ABII 10-K filed Mar 31, 2008. Employee Matters Agreement We entered into an employee matters agreement with APP, providing our respective obligations to employees and former employees who are or were associated with our respective businesses, and for other employment and employee benefit matters. Under the terms of the employee matters agreement, APP generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the hospital-based business, and we generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the proprietary products business. Under the employee matters agreement, the parties have agreed to reimburse one another for all indemnifiable losses that each may incur on behalf of the other as a result of any of the benefit plans or any of the termination or severance obligations. Employee Matters Agreement with our respective businesses, and for other employment and employee benefit matters. Under the terms of the employee matters agreement, APP generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the hospital-based business, and we generally assumed all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the proprietary products business. Under the employee matters agreement, the parties have agreed to reimburse one another for all indemnifiable losses that each may incur on behalf of the other as a result of any of the benefit plans or any of the termination or severance obligations. This excerpt taken from the ABII 10-Q filed Dec 20, 2007. EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 13, 2007, is among APP Pharmaceuticals, Inc. (formerly known as Generico Holdings, Inc.), a Delaware corporation (“Gholdco”), APP Pharmaceuticals, LLC, a Delaware limited liability company (“Generico”) (Gholdco and Generico, collectively, the “Generico Parties”), Abraxis BioScience, LLC, a Delaware limited liability company (“New Alpha, LLC”), and New Abraxis, Inc., a Delaware corporation to be renamed Abraxis BioScience, Inc. (“New Alpha”) (New Alpha, LLC and New Alpha, collectively, the “Alpha Parties”). This excerpt taken from the ABII 8-K filed Nov 8, 2007. Employee Matters Agreement We will enter into an employee matters agreement with New APP LLC, New APP and New Abraxis LLC providing our respective obligations to employees and former employees who are or were associated with our respective businesses, and for other employment and employee benefit matters. Under the terms of the employee matters agreement, the New APP Group generally will assume all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the hospital-based products business, and the New Abraxis Group generally will assume all liabilities and obligations related to employee benefits for current and former employees who are or were associated with the proprietary products business.
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Table of ContentsWelfare Plans. On or about the distribution date, the New APP Group will assume the liabilities and obligations under the welfare plans sponsored by Abraxis BioScience (which we refer to as the “New APP welfare plans”). Each member of the New Abraxis Group will no longer be participating employers in the New APP welfare plans, and our current and former employees will no longer participate in the New APP welfare plans. The New Abraxis Group will use its reasonable best efforts to cause its welfare plans to recognize all pre-distribution coverage and contribution elections made by its current and former employees who had participated in a New APP welfare plan immediately prior to the distribution date. The New Abraxis Group will retain sole responsibility for all liabilities incurred under its welfare plans after the distribution and will retain sole responsibility for all claims for welfare benefits incurred by any of its current or former employees after the distribution. In addition, the New Abraxis Group will retain sole responsibility for all claims for welfare benefits incurred by any of its current or former employees at or prior to the distribution, to the extent that such claims remain unpaid and/or unreported as of such date. New APP will from and after the distribution, assume, and be solely responsible for, all liabilities under the Consolidated Omnibus Budget Reconciliation Act and the Health Insurance Portability and Accountability Act for New APP employees and their qualified beneficiaries and our former employees, in each case to the extent such liabilities are fully reimbursed by third party insurers, and all liabilities with respect to any employees of New APP or us receiving short-term disability benefits or long-term disability benefits under any New APP welfare plan. Incentive Plans. New APP will assume sole responsibility for all bonus and incentive compensation plans (including equity compensation plans) from and after the distribution. Each member of the New Abraxis Group will no longer be participating in the New APP bonus and incentive compensation plans, and our current and former employees will no longer participate in the New APP bonus and incentive compensation plans. Defined Contribution Plans. Under the employee matters agreement, the New APP Group will assume all liabilities under the Abraxis BioScience Saving and Retirement Plan and the administration of the plan, which we refer to as the “qualified plan.” As of the distribution, each member of the New Abraxis Group will cease to be a participating employer in the qualified plan. As soon as administratively practicable after the distribution, the New Abraxis Group will adopt, and New Abraxis employees will be eligible to participate in, a defined contribution plan intended to be tax-qualified. Following the distribution, the New APP Group and the New Abraxis Group will cooperate to cause the qualified plan to transfer to the plan established by the New Abraxis Group assets having a value equal to the account balances of, and liabilities with respect to, all New Abraxis employees with account balances. The plan adopted by the New Abraxis Group will recognize all service, compensation, and other determinations that, at the time of the distribution, were recognized under our qualified plan. Non-U.S. Plans. The terms of the employee matters agreement will be applied equally, to the maximum extent practicable, to each benefit plan that covers employees outside the U.S., however, to the extent that the terms of the employee matters agreement cannot be applied equally to any non-U.S. benefit plan, the parties will cooperate in good faith to give effect to the terms of the employee matters agreement, to the maximum extent practicable. Administrative Complaints/Litigation. Under the employee matters agreement, New APP will assume and be jointly and severally liable for claims asserted against the New Abraxis Group or the New APP Group by any of its employees or any other person arising out of or relating to the employment of its employees with respect to the hospital-based products business or the compensation and/or employee benefits of its employees. In addition, the New Abraxis Group will retain or assume, as applicable, and be jointly and severally liable for claims asserted against the New APP Group or the New Abraxis Group by any of its employees or any other person
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Table of Contentsarising out of or relating to the employment of its employees with respect to the proprietary pharmaceutical business or the compensation and/or employee benefits of its employees. Under the employee matters agreement, the parties have agreed to reimburse one another for all indemnifiable losses that each may incur on behalf of the other as a result of any of the benefit plans or any of the termination or severance obligations. The employee matters agreement also provides for sharing of certain employee and former employee information to enable the parties to comply with their respective obligations. In addition, the employee matters agreement provides that following the distribution, holders of Abraxis BioScience restricted stock units (RSUs) and stock options will have their Abraxis BioScience RSUs and stock options converted into newly-issued RSUs and stock options pursuant to a formula that is intended to preserve the intrinsic value of their pre-distribution RSUs and stock options. Please refer to “The Separation and Distribution—Treatment of Employee Stock Options and Restricted Stock Units” for further discussion of such formula. | EXCERPTS ON THIS PAGE:
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