Common use of CONDITIONS OF THIS Clause in Contracts

CONDITIONS OF THIS. LETTER AGREEMENT. The incentive payments and benefits described in this letter agreement are contingent upon: (a) the Effective Date occurring on or before September 30, 2001 and, with respect to payments and benefits contingent upon a Spin-Off, the consummation of the Spin-Off on or before March 31, 2002; (b) your continuous employment with ▇▇▇▇▇▇ through and including the date of the relevant award, and your cessation of employment within the ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb controlled group (as defined under section 1563(a) of the Internal Revenue Code) as a result of the Spin-Off; (c) your execution on the date of the consummation of the Spin-Off, and the effectiveness, of a general release in favor of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, its affiliates, and others related to such entities (including but not limited to their directors, officers, employees) and a limited release of ▇▇▇▇▇▇, its affiliates, and others related to such entities (including but not limited to their directors, officers, employees) with respect to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ February 21, 2001 Page 5 ▇▇▇▇▇▇'▇ obligations in connection with the Spin-Off, in form and substance satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and ▇▇▇▇▇▇, (d) your honoring the need for strict confidentiality regarding the IPO and the Spin-Off and the terms of this letter agreement, neither of which should be discussed with anyone (other than your personal financial or legal advisors) without the express and specific permission of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, Corporate Development, it being acknowledged that matters relating to the IPO and the Spin-Off (except the terms of this letter agreement) may be discussed only with employees of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and its affiliates and their legal and financial advisors who are participating in the IPO and the Spin-Off process and no others (and then only with those individuals on a "need to know" basis); (e) your providing full support and cooperation in the best interests of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and ▇▇▇▇▇▇ up to and including the date of the Spin-Off; and (f) following the Spin-Off, your taking no action, excluding normal competitive activity not contrary to law and not inconsistent with your other contractual obligations to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, ▇▇▇▇▇▇ or their affiliates, but including any actions prohibited by this letter agreement, which would be considered contrary to the best interests of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, ▇▇▇▇▇▇ or their affiliates.

CONDITIONS OF THIS. LETTER AGREEMENT. The incentive payments and benefits described in this letter agreement are contingent upon: (a) the Effective Date occurring on or before September 30, 2001 and, with respect to payments and benefits contingent upon a Spin-Off, the consummation of the Spin-Off on or before March 31, 2002; (b) your continuous employment with ▇▇▇▇▇▇ Zimmer through and including the date of the relevant award, and your cessation of employment within the ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb controlled group (as defined under section 1563(a) of the Internal Revenue Code) as a result of the Spin-Off; (c) your execution on the date of the consummation of the Spin-Off, and the effectiveness, of a general release in favor of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, its affiliates, and others related to such entities (including but not limited to their directors, officers, employees) and a limited release of ▇▇▇▇▇▇Zimmer, its affiliates, and others related to such entities (including but not limited to their directors, officers, employees) with respect to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ February 21, 2001 Page 5 ▇▇▇▇▇▇'▇ obligations in connection with the Spin-Off, in form and substance satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and ▇▇▇▇▇▇Zimmer, (d) your honoring the need for strict confidentiality regarding the IPO and the Spin-Off and the terms of this letter agreement, neither of which should be discussed with anyone (other than your personal financial or legal advisors) without the express and specific permission of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, Corporate Development, it being acknowledged that matters relating to the IPO and the Spin-Off (except the terms of this letter agreement) may be discussed only with employees of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and its affiliates and their legal and financial advisors who are participating in the IPO and the Spin-Off process and no others (and then only with those individuals on a "need to know" basis); (e) your providing full support and cooperation in the best interests of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and ▇▇▇▇▇▇ Zimmer up to and including the date of the Spin-Off; and (f) following the Spin-Off, your taking no action, excluding normal competitive activity not contrary to law and not inconsistent with your other contractual obligations to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, ▇▇▇▇▇▇ Zimmer or their affiliates, but including any actions prohibited by this letter agreement, which would be considered contrary to the best interests of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, ▇▇▇▇▇▇ Zimmer or their affiliates.

CONDITIONS OF THIS. LETTER AGREEMENT. The incentive payments and benefits described in this letter agreement are contingent upon: (a) the Effective Date occurring on or before September 30, 2001 and, with respect to payments and benefits contingent upon a Spin-Off, the consummation of the Spin-Off on or before March 31, 2002; (b) your continuous employment with ▇▇▇▇▇▇ Zimmer through and including the date of the relevant award, and your cessation of employment within the ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb controlled group (as defined under section 1563(a) of the Internal Revenue Code) as a result of the Spin-Off; (c) your execution on the date of the consummation of the Spin-Off, and the effectiveness, of a general release in favor of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, its affiliates, and others related to such entities (including but not limited to their directors, officers, employees) and a limited release of ▇▇▇▇▇▇Zimmer, its affiliates, and others related to such entities (including but not limited to their directors, officers, employees) with respect to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ February 21, 2001 Page 5 ▇▇▇▇▇▇'▇ obligations in connection with the Spin-Off, in form and substance satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and ▇▇▇▇▇▇Zimmer, (d) your honoring the need for strict confidentiality regarding the IPO and the Spin-Off and the terms of this letter agreement, neither of which should be discussed with anyone (other than your personal financial or legal advisors) without the express and specific permission of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, Corporate Development, it being acknowledged that matters relating to the IPO and the Spin-Off (except the terms of this letter agreement) may be discussed only with employees of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and its ▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ February 21,2001 Page 5 affiliates and their legal and financial advisors who are participating in the IPO and the Spin-Off process and no others (and then only with those individuals on a "need to know" basis); (e) your providing full support and cooperation in the best interests of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and ▇▇▇▇▇▇ up to and including the date of the Spin-Off; and (f) following the Spin-Off, your taking no action, excluding normal competitive activity not contrary to law and not inconsistent with your other contractual obligations to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, ▇▇▇▇▇▇ Zimmer or their affiliates, but including any actions prohibited by this letter agreement, which would be considered contrary to the best interests of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, ▇▇▇▇▇▇ Zimmer or their affiliates.

CONDITIONS OF THIS. LETTER AGREEMENT. The incentive payments and benefits described in this letter agreement are contingent upon: (a) the Effective Date occurring on or before September 30, 2001 and, with respect to payments and benefits contingent upon a Spin-Off, the consummation of the Spin-Off on or before March 31, 2002; (b) your continuous employment with ▇▇▇▇▇▇ through and including the date of the relevant award, and your cessation of employment within the ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb controlled group (as defined under section 1563(a) of the Internal Revenue Code) as a result of the Spin-Off; (c) your execution on the date of the consummation of the Spin-Off, and the effectiveness, of a general release in favor of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, its affiliates, and others related to such entities (including but not limited to their directors, officers, employees) and a limited release of ▇▇▇▇▇▇, its affiliates, and others related to such entities (including but not limited to their directors, officers, employees) with respect to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ February 21, 2001 Page 5 ▇▇▇▇▇▇'▇ obligations in connection with the Spin-Off, in form and substance satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and ▇▇▇▇▇▇, (d) your honoring the need for strict confidentiality regarding the IPO and the Spin-Off and the terms of this letter agreement, neither of which should be discussed with anyone (other than your personal financial or legal advisors) without the express and specific permission of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, Corporate Development, it being acknowledged that matters relating to the IPO and the Spin-Off (except the terms of this letter agreement) may be discussed only with employees of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and its ▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ February 21, 2001 Page 5 affiliates and their legal and financial advisors who are participating in the IPO and the Spin-Off process and no others (and then only with those individuals on a "need to know" basis); (e) your providing full support and cooperation in the best interests of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb and ▇▇▇▇▇▇ up to and including the date of the Spin-Off; and (f) following the Spin-Off, your taking no action, excluding normal competitive activity not contrary to law and not inconsistent with your other contractual obligations to ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, ▇▇▇▇▇▇ or their affiliates, but including any actions prohibited by this letter agreement, which would be considered contrary to the best interests of ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb, ▇▇▇▇▇▇ or their affiliates.