In addition, HR was heavily involved in framing the two-tiered retention strategy the company used to keep those new employees it planned to lay off and those it knew it wouldn't.

Both groups got stock options shortly after the merger was announced in October. They were an alluring incentive to stay.

As it turns out, the stock, priced at about $9 a share when the options were granted, has already doubled to around $18. For those people the company has told it wants to keep, the options would vest in four years. They will also receive a regular company bonus.

For employees the company plans to lay off after the closing, options will vest in a year and a half. In addition, the company is paying those workers cash installments in order to stay. Grossman did not want to say how much the company is paying out in its cash retention program.

When Grossman joined the company in 1996--long before the merger was conceived--he decided he wanted a top-flight HR department with a strong M&A backgrounds.

When he arrived, HR was "a second-rate function," under the wing of the CFO, primarily handling benefits and payroll matters, Grossman says. But he later upgraded the HR chief position to a vice presidential role. The HR vice president reports directly to him and has a much more strategic role in the company.

While Grossman's elevation of HR to near-parity with finance is currently unusual, human capital's star is definitely rising among corporate M&A strategists.

If the current economic downturn continues and layoffs persist, more and more CFOs might find HR officials checking their work when their companies are thinking about a merger.

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