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LEATHER & LEATHER PRODUCTS

Form of Employee Matters Agreement between

Tapestry, Inc.

Form of Employee Matters Agreement between SARA LEE CORPORATION and COACH, INC. Effective as of the Effective Date TABLE OF CONTENTS PAGE ARTICLE I GENERAL PRINCIPLES1 Section 1.1 Assumption of Coach Liabilities1 Section 1.2 Establishment of Coach Plans2 Section 1.3 Coach Under No Obligation to Maintain Plans2 Section 1.4 Coach's Participation in Sara Lee Plans2 Section 1.5 Terms of Participation

LEATHER & LEATHER PRODUCTS

EMPLOYEE MATTERS AGREEMENT

Tapestry, Inc.

EMPLOYEE MATTERS AGREEMENT 1 Employee Matters Agreement between SARA LEE CORPORATION and COACH, INC. Effective as of the Effective Date 2 TABLE OF CONTENTS PAGE ARTICLE I GENERAL PRINCIPLES1 Section 1.1 Assumption of Coach Liabilities1 Section 1.2 Establishment of Coach Plans2 Section 1.3 Coach Under No Obligation to Maintain Plans2 Section 1.4 Coach's Participation in Sara Lee Plans2 Section 1.5

PETROLEUM REFINING

Employee Matters Agreement

Conocophillips

EMPLOYEE MATTERS AGREEMENT Employee Matters Agreement EMPLOYEE MATTERS AGREEMENT by and between CONOCOPHILLIPS and PHILLIPS 66 dated as of April 26, 2012 TABLE OF CONTENTS ARTICLE I GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES 1 Section 1.1 General Principles 1 Section 1.2 Service Credit 3 Section 1.3 Plan Administration 3 Section 1.4 No Duplication or Acceleration of Benefits 3 Section 1.5 No

PERSONAL CREDIT INSTITUTIONS

U.S. Employee Matters Agreement, dated June 30, 2007

Discover Financial Services

U.S. EMPLOYEE MATTERS AGREEMENT, DATED JUNE 30, 2007 U.S. Employee Matters Agreement, dated June 30, 2007 U.S. EMPLOYEE MATTERS AGREEMENT by and between MORGAN STANLEY and DISCOVER FINANCIAL SERVICES Dated as of June 30, 2007 TABLE OF CONTENTS P AGE ARTICLE 1 S COPE AND D EFINITIONS Section 1.01 . Scope 1 Section 1.02 . Definitions 2 Section 1.03 . Interpretation 5 ARTICLE 2 A SSIGNMENT OF E MPLOY

CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP

EMPLOYEE MATTERS AGREEMENT

Dover Corp

EMPLOYEE MATTERS AGREEMENT by and between DOVER CORPORATION and KNOWLES CORPORATION Dated as of February 28, 2014 EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of February 28, 2014, by and between Dover Corporation, a Delaware corporation (“Dover”), and Knowles Corporation, a Delaware corporation (“Knowles” and together with Dover, the “Parties”

ELECTRIC & OTHER SERVICES COMBINED

Employee Matters Agreement

Duke Energy Corp

EMPLOYEE MATTERS AGREEMENT by and between DUKE ENERGY CORPORATION AND SPECTRA ENERGY CORP Dated as of December 13, 2006 EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT (the “ Agreement ”) is entered into as of December 13, 2006, by and between Duke Energy Corporation, a Delaware corporation (“ Duke Energy ”), and Spectra Energy Corp (f/k/a Gas SpinCo, Inc.), a Delaware corporation (“ S

LABORATORY ANALYTICAL INSTRUMENTS

EMPLOYEE MATTERS AGREEMENT

Agilent Technologies Inc

EMPLOYEE MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. and VERIGY LTD. Dated as of June 1, 2006 Table of Contents Page ARTICLE I—DEFINITIONS AND RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Rules of Construction 1 ARTICLE II—GENERAL PRINCIPLES 2 2.1 Transfer of Employees to Verigy 2 2.2 Assumption of Liabilities by Verigy 2 2.3 Establishment of Verigy Plans 2 2.4 Verigy Under No Obligatio

PHARMACEUTICAL PREPARATIONS

Employee Matters Agreement

Abbvie Inc.

EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF DECEMBER 31, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Defined Terms 1 ARTICLE II GENERAL PRINCIPLES 12 Section 2.01. Allocation of EMA Liabilities 12 Section 2.02. Employment with AbbVie 13 Section 2.03. Establishment of AbbVie Plans 14 Section 2.04. Post-Distribution Employment Tran

SURGICAL & MEDICAL INSTRUMENTS & APPARATUS

EMPLOYEE MATTERS AGREEMENT

Baxter International Inc

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 No

WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES

Employee Matters Agreement

Cardinal Health Inc

EMPLOYEE MATTERS AGREEMENT Employee Matters Agreement EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN CARDINAL HEALTH, INC. AND CAREFUSION CORPORATION DATED AS OF AUGUST 31, 2009 EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT (the “ Agreement ”), dated as of August 31, 2009 is by and between Cardinal Health, Inc., an Ohio corporation (“ Cardinal Health ”), and CareFusion Corporation, a Delaw