Common use of Services Summary Description Clause in Contracts

Services Summary Description. Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. Human Resources Services (Corporate) include any Services provided by country level HR resources at the direction of Corporate HR. Learning Administration Provide Plateau Training Management Support Services utilizing the Plateau Enterprise Learning Management System (ELMS). Provider Services are to include Recipient administrator access and Recipient administrator support for the Plateau training management system, which consists of student record and course maintenance, standard reporting and student enrollment services for US locations and students. Recipient Services include support for or access to the Plateau Student Access Module (Web interface for Plateau). Provider will not host newly developed courses and will not assist with integrating newly developed content into Plateau. Help Desk support for a Recipient administrator is available, if needed. Provider access is restricted to designated Recipient administrators and governed by Provider security guidelines. Services will be provided on a usage basis, up to the monthly amount of $12,500. Recipient usage above that amount will result in additional charges to the Recipient. Worldwide (excluding Hong Kong and Taiwan) (Note: Materials are English only) Until 7/1/2009 Special Learning - Course Development Provider will develop online learning courses that will be integrated with Plateau on behalf of the Recipient following a detailed design document provided by a Recipient learning professional. Translations would be Worldwide 18 months the responsibility of the recipient. Services will be provided on a usage basis, up to the monthly amount of $8,333. Recipient usage above that amount will result in additional charges to the Recipient. Enterprise-Wide Online Curriculum for Provider Policy and Procedures Provider will make the Provider Corporate Enterprise-Wide Online Curriculum (including Compliance Training) that Recipient wants to adopt available/accessible to Recipient employees. Provider will translate the Curriculum into the typical sponsored languages used today, and Recipient will accept the languages translated by Provider. Worldwide 18 months Existing Online Courseware for Functional Curriculum Provider will make the existing Provider Online Courseware for Functional Curriculum available/accessible to Recipient employees. Provider will translate the Curriculum into the typical sponsored languages used today, and Recipient will accept the languages translated by Provider. Worldwide (excluding Hong Kong and Philippines) 18 months Existing Classroom Courses for Functional Curriculum Provider will make the existing Provider Classroom Courses for Functional Curriculum available/accessible to recipient employees. Provider will translate the Curriculum into the typical sponsored languages used today, and Recipient will accept the languages translated by Provider. Worldwide (excluding Hong Kong) 18 months Leadership Development and Management Curriculum Provider will make the Leadership Development and Management Curriculum (including Skillsoft and eCornell in languages translated by Provider) available/accessible to Recipient employees. Provider will work to develop annual learning plan based on Recipient consumption guidelines. Recipient employees will be included in Provider transitions training. Services will be provided on a usage basis, up to the monthly amount of $12,500. Recipient usage above that amount will result in additional charges to the Recipient. Worldwide (excluding Hong Kong and Taiwan) 18 months Domestic Relocation Services Provider will provide full scope of relocation services, including: policy administration and counseling per the Provider standard relocation programs and policies, distribution of relocation materials, use of relocation service providers, home sale and home purchase services, expense administration and reporting, household goods moves and claims. Full decision-making responsibility will rest with the Provider Relocation Services Department, including but not limited to: approval of normal and customary relocation expenses, decision on the sale of inventory homes, exception requests per the Provider Exceptions Procedure. Recipient will provide Provider with a legal written document confirming this arrangement. Standard financial reports such as the Cartus-generated monthly All Cost Report will be provided to Recipient. All relocation expenses will be reimbursed and tracked according to Provider’s established relocation policies by Cartus. For special circumstances, such as group moves, where an on-site presentation is requested by Recipient, Recipient will be fully responsible for the cost of travel and lodging for employee(s) of the Relocation Services Dept. For inpats and expats, Provider Relocation will provide the normal and customary Services per the benefits detailed in the employee’s assignment letter. The assignment letter will be prepared by the Recipient-designated provider and sent to the Relocation Services Dept for administration. Recipient will be responsible for collection of monies owed for employees terminating before their two-year commitment. A spreadsheet will be provided to the designated Recipient person with details of what has been incurred and what is owed. For tax gross-up U.S., Puerto Rico 6 months appeals, the designated Recipient Payroll provider will review the employee’s documents to determine if additional gross-up is needed, and will authorize the Provider Relocation Services Dept if additional payment is needed. HR Operations Support • Provider will provide HR Operations Support on behalf of Recipient until such time as Recipient has moved to standalone HR service delivery. • Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan. Worldwide 18 months Performance Management Provider will maintain the performance management online tools and materials on behalf of the Recipient, including access to Performance Connections application for D6+. Worldwide Until 12/31/09 Exit Survey Data Provider will provide access to Exit Survey data, including updates, on behalf of Recipient. US Until 12/31/09 Position Profiles Provider will provide access to global position profiles, including updates, to the Recipient Worldwide Until 12/31/09 HR Shared Drives for OD and Web Sites for OD and Diversity Provider will provide access to the Organizational Development Shared Drive and Diversity Community Web Sites. Worldwide (excluding Malaysia and Singapore) 6 months Employee Relations Provider will manage investigations and Tier 3 escalations on behalf of the Recipient in the United States. United States 18 months Medical Service Supervision Provider will provide Occupational Health Services supervision, including supervision of nurses and fitness United States, Mexico (Mexico City and 18 months center staff, strategy on workplace violence, substance abuse prevention, and medical consultation, including but not limited to disability management, workers’ compensation and travel health, on behalf of the Recipient. Delicias), Nijmegan, Philippines, Thailand, China (Guangzhou) Equity Compensation Administration BMS Corporate Legal Operations will administer the Equity Compensation Plans for Recipient. Administration will include the following: • Negotiate and manage outsource relationship with third-party provider, ▇▇▇▇▇ ▇▇▇▇▇▇ • Implementation of the Recipient plans within the ▇▇▇▇▇ ▇▇▇▇▇▇ database • Facilitate the design and testing of the many interfaces required by ▇▇▇▇▇ ▇▇▇▇▇▇ which contains both employee indicative data and grant/award data • Oversee the daily transmissions of all equity plan data • Processing of all grants/awards both on a monthly and annual basis • Distribution of grant agreements • Processing of all exercise/vesting transactions • Preparation of all related accounting, payroll, and tax reports • Processing of dividend payments relating to unvested restricted stock reports • Oversee the processing of the FAS123R reports needed for Recipient’s footnote disclosures • Answer employee questions and resolve problems regarding Recipient equity awards Worldwide 12 months

Services Summary Description. Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. Human Resources Services (Corporate) include any Services provided by country level HR resources at the direction of Corporate HR. Learning Administration Provide Plateau Training Management Support Services utilizing the Plateau Enterprise Learning Management System (ELMS). Provider Services are to include Recipient administrator access and Recipient administrator support for the Plateau training management system, which consists of student record and course maintenance, standard reporting and student enrollment services for US locations and students. Recipient Services include support for or access to the Plateau Student Access Module (Web interface for Plateau). Provider will not host newly developed courses and will not assist with integrating newly developed content into Plateau. Help Desk support for a Recipient administrator is available, if needed. Provider access is restricted to designated Recipient administrators and governed by Provider security guidelines. Services will be provided on a usage basis, up to the monthly amount of $12,500. Recipient usage above that amount will result in additional charges to the Recipient. Worldwide (excluding Hong Kong and Taiwan) (Note: Materials are English only) Until 7/1/2009 Special Learning - Course Development Provider will develop online learning courses that will be integrated with Plateau on behalf of the Recipient following a detailed design document provided by a Recipient learning professional. Translations would be Worldwide 18 months be the responsibility of the recipient. Services will be provided on a usage basis, up to the monthly amount of $8,333. Recipient usage above that amount will result in additional charges to the Recipient. Enterprise-Wide Online Curriculum for Provider Policy and Procedures Provider will make the Provider Corporate Enterprise-Wide Online Curriculum (including Compliance Training) that Recipient wants to adopt available/accessible to Recipient employees. Provider will translate the Curriculum into the typical sponsored languages used today, and Recipient will accept the languages translated by Provider. Worldwide 18 months Existing Online Courseware for Functional Curriculum Provider will make the existing Provider Online Courseware for Functional Curriculum available/accessible to Recipient employees. Provider will translate the Curriculum into the typical sponsored languages used today, and Recipient will accept the languages translated by Provider. Worldwide (excluding Hong Kong and Philippines) 18 months Existing Classroom Courses for Functional Curriculum Provider will make the existing Provider Classroom Courses for Functional Curriculum available/accessible to recipient employees. Provider will translate the Curriculum into the typical sponsored languages used today, and Recipient will accept the languages translated by Provider. Worldwide (excluding Hong Kong) 18 months Leadership Development and Management Curriculum Provider will make the Leadership Development and Management Curriculum (including Skillsoft and eCornell in languages translated by Provider) available/accessible to Recipient employees. Provider will work to develop annual learning plan based on Recipient consumption guidelines. Recipient employees will be included in Provider transitions training. Services will be provided on a usage basis, up to the monthly amount of $12,500. Recipient usage above that amount will result in additional charges to the Recipient. Worldwide (excluding Hong Kong and Taiwan) 18 months Domestic Relocation Services Provider will provide full scope of relocation services, including: policy administration and counseling per the Provider standard relocation programs and policies, distribution of relocation materials, use of relocation service providers, home sale and home purchase services, expense administration and reporting, household goods moves and claims. Full decision-making responsibility will rest with the Provider Relocation Services Department, including but not limited to: approval of normal and customary relocation expenses, decision on the sale of inventory homes, exception requests per the Provider Exceptions Procedure. Recipient will provide Provider with a legal written document confirming this arrangement. Standard financial reports such as the Cartus-generated monthly All Cost Report will be provided to Recipient. All relocation expenses will be reimbursed and tracked according to Provider’s established relocation policies by Cartus. For special circumstances, such as group moves, where an on-site presentation is requested by Recipient, Recipient will be fully responsible for the cost of travel and lodging for employee(s) of the Relocation Services Dept. For inpats and expats, Provider Relocation will provide the normal and customary Services per the benefits detailed in the employee’s assignment letter. The assignment letter will be prepared by the Recipient-designated provider and sent to the Relocation Services Dept for administration. Recipient will be responsible for collection of monies owed for employees terminating before their two-year commitment. A spreadsheet will be provided to the designated Recipient person with details of what has been incurred and what is owed. For tax gross-up U.S., Puerto Rico 6 months appeals, the designated Recipient Payroll provider will review the employee’s documents to determine if additional gross-up is needed, and will authorize the Provider Relocation Services Dept if additional payment is needed. HR Operations Support • Provider will provide HR Operations Support on behalf of Recipient until such time as Recipient has moved to standalone HR service delivery. • Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan. Worldwide 18 10 months Performance Management Provider will maintain the performance management online tools and materials on behalf of the Recipient, including access to Performance Connections application for D6+. Worldwide Until 12/31/09 Exit Survey Data Provider will provide access to Exit Survey data, including updates, on behalf of Recipient. US Until 12/31/09 Position Profiles Provider will provide access to global position profiles, including updates, to the Recipient Worldwide Until 12/31/09 HR Shared Drives for OD and Web Sites for OD and Diversity Provider will provide access to the Organizational Development Shared Drive and Diversity Community Web Sites. Worldwide (excluding Malaysia and Singapore) 6 months Employee Relations Provider will manage investigations and Tier 3 escalations on behalf of the Recipient in the United States. United States 18 months Medical Service Supervision Provider will provide Occupational Health Services supervision, including supervision of nurses and fitness United States, Mexico (Mexico City and 18 months center staff, strategy on workplace violence, substance abuse prevention, and medical consultation, including but not limited to disability management, workers’ compensation and travel health, on behalf of the Recipient. Delicias), Nijmegan, Philippines, Thailand, China (Guangzhou) Equity Compensation Administration BMS Corporate Legal Operations will administer the Equity Compensation Plans for Recipient. Administration will include the following: • Negotiate and manage outsource relationship with third-party provider, ▇▇▇▇▇ ▇▇▇▇▇▇ • Implementation of the Recipient plans within the ▇▇▇▇▇ ▇▇▇▇▇▇ database • Facilitate the design and testing of the many interfaces required by ▇▇▇▇▇ ▇▇▇▇▇▇ which contains both employee indicative data and grant/award data • Oversee the daily transmissions of all equity plan data • Processing of all grants/awards both on a monthly and annual basis • Distribution of grant agreements • Processing of all exercise/vesting transactions • Preparation of all related accounting, payroll, and tax reports • Processing of dividend payments relating to unvested restricted stock reports • Oversee the processing of the FAS123R reports needed for Recipient’s footnote disclosures • Answer employee questions and resolve problems regarding Recipient equity awards Worldwide 12 months