EX-10.1






Exhibit 10.1




AMENDED EMPLOYMENT AGREEMENT




P R E A M B L E




This Employment Agreement defines the essential terms and conditions of our employment relationship

with you. The subjects covered in this Agreement are vitally important to you and to the Company.

Thus, you should read the document carefully and ask any questions before signing the Agreement.

Given the importance of these matters to you and the Company, all employees shall sign the

Agreement as a condition of employment.




This EMPLOYMENT AGREEMENT, dated and effective this      th day of January 2006 is
entered into by and between Hillenbrand Industries, Inc. (“Company”) and John H. Dickey
(“Employee”).



W I T N E S S E T H:




WHEREAS, the Company is primarily engaged, through its various subsidiary entities, in the
business of providing various products and services to the death care, funeral and healthcare
industries throughout the United States and abroad;



WHEREAS, the Company is willing to employ Employee in an executive or managerial position and
Employee desires to be employed by the Company in such capacity based upon the terms and conditions
set forth in this Agreement;



WHEREAS, in the course of the employment contemplated under this Agreement and as a
continuation of Employee’s past employment with the Company, it will be necessary for Employee to
acquire and maintain knowledge of certain trade secrets and other confidential and proprietary
information regarding the Company as well as any of its parent, subsidiary and/or affiliated
entities (hereinafter jointly referred to as the “Companies”); and



WHEREAS, the Company and Employee (collectively referred to as the “Parties”) acknowledge and
agree that the execution of this Agreement is necessary to memorialize the terms and conditions of
their employment relationship as well as safeguard against the unauthorized disclosure or use of
the Company’s confidential information and to otherwise preserve the goodwill and ongoing business
value of the Company;



NOW THEREFORE, in consideration of Employee’s employment, the Company’s willingness to
disclose certain confidential and proprietary information to Employee and the mutual covenants
contained herein as well as other good and valuable consideration, the receipt of which is hereby
acknowledged, the Parties agree as follows:




	1.	 	Employment. As of the effective date of this Agreement, the Company agrees to employ
Employee as, and Employee agrees to serve as, Vice President, Human Resources. Employee
agrees to perform all duties and responsibilities traditionally assigned to, or falling within
the normal responsibilities of, an individual employed in the above-referenced position.
Employee also agrees to perform any and all additional duties or responsibilities as may be
assigned by the Company in its sole discretion. The Parties acknowledge that both this title
and the underlying duties may change.






	2.	 	Best Efforts and Duty of Loyalty. During the term of employment with the Company,
Employee covenants and agrees to exercise reasonable efforts to perform all assigned duties in
a diligent and professional manner and in the best interest of the Company. Employee agrees
to devote his full working time, attention, talents, skills and best efforts to further the
Company’s business and agrees not to take any action, or make any omission, that deprives the
Company of any business opportunities or otherwise act in a manner that conflicts with the
best interest of the Company or is otherwise detrimental to its business. Employee agrees not
to engage in any outside business activity, whether or not pursued for gain, profit or other
pecuniary advantage, without the express written consent of the Company. Employee shall act
at all times in accordance with the Hillenbrand Industries, Inc. Code of Ethical Business
Conduct, and all other applicable policies which may exist or be adopted by the Company from
time to time.






	3.	 	At-Will Employment. Subject to the terms and conditions set forth below, Employee
specifically acknowledges and accepts such employment on an “at-will” basis and agrees that
both Employee and the Company retain the right to terminate this relationship at any time,
with or without cause, for any reason not prohibited by applicable law upon proper notice.
Employee acknowledges that nothing in this Agreement is intended to create, nor should be
interpreted to create, an employment contract for any specified length of time between the
Company and Employee.






	4.	 	Compensation. For all services rendered by Employee on behalf of, or at the request
of, the Company, Employee shall be paid as follows:






	 	(a)	 	A base salary at the bi-weekly rate of Nine Thousand Two Hundred Thirty Dollars and
Seventy Seven Cents ($9,230.77), less usual and ordinary deductions;






	 	(b)	 	Incentive compensation, payable solely at the discretion of the Company, pursuant to
the Company’s existing Incentive Compensation Program or any other program as the Company
may establish in its sole discretion; and






	 	(c)	 	Such additional compensation, benefits and perquisites as the Company may deem
appropriate.






	5.	 	Changes to Compensation. Notwithstanding anything contained herein to the contrary,
Employee acknowledges that the Company specifically reserves the right to make changes to
Employee’s compensation in its sole discretion including, but not limited to, modifying or
eliminating a compensation component. The Parties agree that such changes shall be deemed
effective immediately and a modification of this Agreement unless, within seven (7) days after
receiving notice of such change, Employee exercises his right to terminate this Agreement
without cause or for “Good Reason” as provided below in Paragraph No. 11. The Parties
anticipate that Employee’s compensation structure will be reviewed on an annual basis but
acknowledge that the Company shall have no obligation to do so.






	6.	 	Direct Deposit. As a condition of employment, and within thirty (30) days of the
effective date of this Agreement, Employee agrees to make all necessary arrangements to have
all sums paid pursuant to this Agreement direct deposited into one or more bank accounts as
designated by Employee.






	7.	 	Warranties and Indemnification. Employee warrants that he is not a party to any
contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely
affecting his ability to secure employment with any third party. Alternatively, should any
such agreement exist, Employee warrants that the contemplated services to be performed
hereunder will not violate the terms and conditions of any such agreement. In either event,
Employee agrees to fully indemnify and hold the Company harmless from any and all claims
arising from, or involving the enforcement of, any such restrictive covenants or other
agreements.






	8.	 	Restricted Duties. Employee agrees not to disclose, or use for the benefit of the
Company, any confidential or proprietary information belonging to any predecessor employer(s)
that otherwise has not been made public and further acknowledges that the Company has
specifically instructed him not to disclose or use such confidential or proprietary
information. Based on his understanding of the anticipated duties and responsibilities
hereunder, Employee acknowledges that such duties and responsibilities will not compel the
disclosure or use of any such confidential and proprietary information.






	9.	 	Termination Without Cause. The Parties agree that either party may terminate this
employment relationship at any time, without cause, upon sixty (60) days’ advance written
notice or, if terminated by the Company, pay in lieu of notice. In such event, Employee shall
only be entitled to such compensation, benefits and perquisites that have been paid or fully
accrued as of the effective date of his separation and as otherwise explicitly set forth in
this Agreement.






	10.	 	Termination With Cause. Employee’s employment may be terminated by the Company at
any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause”
shall mean the Company’s good faith determination that Employee has:






	 	(a)	 	Failed, refused or otherwise been deemed unable to fully and timely comply with the
terms and conditions of this Agreement, specifically including any reasonable instructions
or orders issued by the Company, provided such non-compliance is not based primarily on
Employee’s good faith compliance with applicable legal or ethical standards;






	 	(b)	 	Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at
the felony level), unethical, involves moral turpitude or is otherwise illegal and involves
conduct that has the potential, in the Company’s reasonable opinion, to cause the Company,
it officers or its directors embarrassment or ridicule;






	 	(c)	 	Violated any Company policy or procedure, specifically including a violation of
Hillenbrand Industries, Inc.’s Code of Ethical Business Conduct or Associate Policy Manual;






	 	(d)	 	Disclosed without proper authorization any trade secrets or other Confidential
Information (as defined herein);






	 	(e)	 	Engaged in any act that, in the reasonable opinion of the Company, is contrary to its
best interests or would hold the Company, its officers or directors up to probable civil or
criminal liability, provided that, if Employee acts in good faith in compliance with
applicable legal or ethical standards, such actions shall not be grounds for termination
for cause; or






	 	(f)	 	Engaged in such other conduct recognized at law as constituting cause.






Upon the occurrence or discovery of any event specified above, the Company shall have the right
to terminate Employee’s employment, effective immediately, by providing notice thereof to
Employee without further obligation to him, other than accrued wages or other accrued wages,
deferred compensation or other accrued benefits of employment (collectively referred to herein
as “Accrued Obligations”), which shall be paid in accordance with the Company’s past practice
and applicable law. To the extent any violation of this Paragraph is capable of being promptly
cured by Employee (or cured within a reasonable period to the Company’s satisfaction), the
Company agrees to provide Employee with a reasonable opportunity to so cure such defect. Absent
mutual agreement, the Parties agree in advance that it is not possible for Employee to cure any
violations of sub-paragraph (b) or (d) and, therefore, no opportunity for cure need be provided
in those circumstances.




	11.	 	Termination by Employee for Good Reason. Employee may terminate this Agreement and
declare that this Agreement to have been terminated “without cause” by the Company (and,
therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the
following circumstances:






	 	(a)	 	The assignment to Employee of duties lasting more than sixty (60) days that are
materially inconsistent with Employee’s then current position or a material change in his
reporting relationship to the CEO or his successor;






	 	(b)	 	The failure to elect or reelect Employee as Vice President or other officer of the
Company (unless such failure is related in any way to the Company’s decision to terminate
Employee for cause);






	 	(c)	 	The failure of the Company to continue to provide Employee with office space, related
facilities and support personnel (including, but not limited to, administrative and
secretarial assistance) within the Company’s principal executive offices commensurate with
his responsibilities to, and position within, the Company;






	 	(d)	 	A reduction by the Company in the amount of Employee’s base salary or the
discontinuation or reduction by the Company of Employee’s participation at the same level
of eligibility as compared to other peer employees in any incentive compensation,
additional compensation, benefits, policies or perquisites subject to Employee’s
understanding that such reduction(s) shall be permissible if the change applies in a
similar way to other peer level employees;






	 	(e)	 	The relocation of the Company’s principal executive offices or Employee’s place of work
to a location requiring an increase of more than fifty (50) miles in Employee’s daily
commute; or






	 	(f)	 	A failure by the Company to perform its obligations under this Employment Agreement.






	12.	 	Termination Due to Death or Disability. In the event Employee dies or suffers a
disability (as defined herein) during the term of employment, this Agreement shall
automatically be terminated on the date of such death or disability without further obligation
on the part of the Company other than the payment of Accrued Obligations. For purposes of
this Agreement, Employee shall be considered to have suffered a “disability” upon a
determination that Employee cannot perform the essential functions of his position as a
result of a such a disability and the occurrence of one or more of the following events:






	 	(a)	 	Employee becomes eligible for or receives any benefits pursuant to any disability
insurance policy as a result of a determination under such policy that Employee is
permanently disabled;






	 	(b)	 	Employee becomes eligible for or receives any disability benefits under the Social
Security Act; or






	 	(c)	 	A good faith determination by the Company that Employee is and will likely remain
unable to perform the essential functions of his duties or responsibilities hereunder on a
full-time basis, with or without reasonable accommodation, as a result of any mental or
physical impairment.






Notwithstanding anything expressed or implied above to the contrary, the Company agrees to fully
comply with its obligations under the Americans with Disabilities Act as well as any other
applicable federal, state, or local law, regulation, or ordinance governing the protection of
individual with such disabilities as well as the Company’s obligation to provide reasonable
accommodation thereunder.




	13.	 	Exit Interview. Upon termination of Employee’s employment for any reason, Employee
agrees, if requested, to participate in an exit interview with the Company and reaffirm in
writing his post-employment obligations as set forth in this Agreement 






	14.	 	Section 409A Notification. Employee acknowledges that he has been advised of the
American Jobs Creation Act of 2004, which added Section 409A to the Internal Revenue Code, and
significantly changed the taxation of nonqualified deferred compensation plans. Under
regulations not yet published as of the date of this Agreement, Employee has been advised
that, if he is determined to be a “key employee,” as defined by Section 409A or any similar
law, his severance pay and other termination benefits may be treated by the Internal Revenue
Service as providing “nonqualified deferred compensation,” and therefore subject to Section
409A. In that event, several provisions in Section 409A may affect Employee’s receipt of
severance compensation, including the timing thereof. These include, but are not limited to,
a provision which requires that distributions to “key employees” at public companies on
account of separation from service may not be made earlier than six (6) months after the
effective date of separation. If applicable, failure to comply with Section 409A can lead to
immediate taxation of such deferrals, with interest and a 20% penalty. As a result of the
requirements imposed by the American Jobs Creation Act of 2004, Employee agrees if he is
covered by the provisions of Section 409A or any similar law at the time of his termination
and if severance payments are covered as “nonqualified deferred compensation” or otherwise not
exempt, any severance pay (and other benefits to the extent applicable) due Employee at time
of termination shall not be paid until a date at least six (6) months after Employee’s
Effective Termination Date.






	15.	 	Section 409A Acknowledgement. Employee acknowledges that, notwithstanding anything
contained herein to the contrary, both Parties shall be independently responsible for
accessing their own risks and liabilities under Section 409A that may be associated with any
payment made under the terms of this Agreement or any other arrangement which may be deemed to
trigger Section 409A. Further, the Parties agree that each shall independently bear
responsibility for any and all taxes, penalties or other tax obligations as may be imposed
upon them in their individual capacity as a matter of law. To the extent applicable, Employee
understands and agrees that he shall have the responsibility for, and he agrees to pay, any
and all appropriate income tax or other tax obligations for which he is individually
responsible and/or related to receipt of any benefits provided in this Agreement not subject
to federal withholding obligations. Employee agrees to fully indemnify and hold the Company
harmless for any taxes, penalties, interest, cost or attorneys’ fee assessed against or
incurred by the Company on account of such benefits having been provided to him or based on
any alleged failure to withhold taxes or satisfy any claimed obligation. Employee understands
and acknowledges that neither the Company, nor any of its employees, attorneys, or other
representatives has provided or will provide him with any legal or financial advice concerning
taxes or any other matter, and that he has not relied on any such advice in deciding whether
to enter into this Agreement. 






	16.	 	Severance. In the event Employee’s employment is terminated by the Company without
cause, and subject to the normal terms and conditions imposed by the Company as set forth
herein and in the attached Separation and Release Agreement, Employee shall be eligible to
receive severance pay based upon his base salary at the time of termination for a period
determined in accordance with any guidelines as may be established by the Company or for a
period up to twelve (12) months (whichever is longer).






	17.	 	Enhanced Severance. In lieu of the above severance or any other severance as may be
offered by the Company, Employee shall be eligible for an “Enhanced Severance Plan” for a
period commencing on the date hereof and continuing for a period of two (2) years following
the election by the Board of Directors of a successor for Rolf A. Classon as Chief Executive
Officer of Hillenbrand Industries Inc. (hereinafter, the “Election Date”). Specifically, in
the event Employee’s employment is terminated by the Company “without cause” or by Employee
for “Good Reason” (as those terms are defined above), within two (2) years following the
Election Date, Employee shall be eligible to receive severance pay based upon his base salary
at the time of termination in accordance with any guidelines as may be subsequently
established by the Company or for the period described below (whichever is longer).





	 	 	 
	Number of Months following the	 	Eligible Number of Weeks of
	Election Date	 	Severance
	1-12 months

	 	104 weeks
	 

	 	 
	 
	 	 
	13 months

	 	92 weeks
	 

	 	 
	 
	 	 
	14 months

	 	88 weeks
	 

	 	 
	 
	 	 
	15 months

	 	84 weeks
	 

	 	 
	 
	 	 
	16 months

	 	80 weeks
	 

	 	 
	 
	 	 
	17 months

	 	76 weeks
	 

	 	 
	 
	 	 
	18 months

	 	72 weeks
	 

	 	 
	 
	 	 
	19 months

	 	68 weeks
	 

	 	 
	 
	 	 
	20 months

	 	64 weeks
	 

	 	 
	 
	 	 
	21 months

	 	60 weeks
	 

	 	 
	 
	 	 
	22 months

	 	56 weeks
	 

	 	 
	 
	 	 
	23 months

	 	52 weeks
	 

	 	 
	 
	 	 
	24 months

	 	52 weeks
	 

	 	 
	 
	 	 
	25 months and thereafter

	 	52 weeks
	 

	 	 







	18.	 	Severance Payment Terms and Conditions. No severance pay shall be paid if Employee
voluntarily leaves the Company’s employ without “Good Reason” (as defined above) or is
terminated for cause. Any severance pay made payable under this Agreement shall be paid in
lieu of, and not in addition to, any other contractual, notice or statutory pay or other
accrued compensation obligation (excluding accrued wages and deferred compensation).
Additionally, such severance pay is contingent upon Employee fully complying with the
restrictive covenants contained herein and executing a Separation and Release Agreement in a
form not substantially different from that attached as Exhibit A. Further, the Company’s
obligation to provide severance hereunder shall be deemed null and void should Employee fail
or refuse to execute such standard Separation and Release Agreement (without modification)
within any time period as may be prescribed by law or, in absence thereof, twenty-one (21)
days. Any severance payable under the terms of this Agreement shall be paid in accordance
with the requirements of Section 409A subject to all other applicable terms and conditions set
forth in this Agreement. Specifically, Employee will receive a lump sum payment equivalent to
six (6) months’ severance on the day after the 6th month anniversary of his
termination with the balance to be paid in bi-weekly installments commencing upon the next
regularly scheduled payroll date. Notwithstanding any other provision contained herein to the
contrary, any severance pay benefits paid pursuant to this Agreement shall not be subject to
termination upon reemployment (however, all other severance benefits, e.g., continued
healthcare, shall cease).






	19.	 	Assignment of Rights.






	 	(a)	 	Copyrights. Employee agrees that all works of authorship fixed in any tangible
medium of expression by him during the term of this Agreement relating to the Company’s
business (“Works”), either solely or jointly with others, shall be and remain exclusively
the property of the Company. Each such Work created by Employee is a “work made for hire”
under the copyright law and the Company may file applications to register copyright in such
Works as author and copyright owner thereof. If, for any reason, a Work created by
Employee is excluded from the definition of a “work made for hire” under the copyright law,
then Employee does hereby assign, sell, and convey to the Company the entire rights, title,
and interests in and to such Work, including the copyright therein, to the Company.
Employee will execute any documents that the Company deems necessary in connection with the
assignment of such Work and copyright therein. Employee will take whatever steps and do
whatever acts the Company requests, including, but not limited to, placement of the
Company’s proper copyright notice on Works created by Employee to secure or aid in securing
copyright protection in such Works and will assist the Company or its nominees in filing
applications to register claims of copyright in such Works. The Company shall have free
and unlimited access at all times to all Works and all copies thereof and shall have the
right to claim and take possession on demand of such Works and copies.






	 	(b)	 	Inventions. Employee agrees that all discoveries, concepts, and ideas, whether
patentable or not, including, but not limited to, apparatus, processes, methods,
compositions of matter, techniques, and formulae, as well as improvements thereof or
know-how related thereto, relating to any present or prospective product, process, or
service of the Company (“Inventions”) that Employee conceives or makes during the term of
this Agreement relating to the Company’s business, shall become and remain the exclusive
property of the Company, whether patentable or not, and Employee will, without royalty or
any other consideration:






	 	(i)	 	Inform the Company promptly and fully of such Inventions by written reports,
setting forth in detail the procedures employed and the results achieved;






	 	(ii)	 	Assign to the Company all of his rights, title, and interests in and to such
Inventions, any applications for United States and foreign Letters Patent, any United
States and foreign Letters Patent, and any renewals thereof granted upon such
Inventions;






	 	(iii)	 	Assist the Company or its nominees, at the expense of the Company, to obtain
such United States and foreign Letters Patent for such Inventions as the Company may
elect; and






	 	(iv)	 	Execute, acknowledge, and deliver to the Company at the Company’s expense such
written documents and instruments, and do such other acts, such as giving testimony in
support of his inventorship, as may be necessary in the opinion of the Company, to
obtain and maintain United States and foreign Letters Patent upon such Inventions and
to vest the entire rights and title thereto in the Company and to confirm the complete
ownership by the Company of such Inventions, patent applications, and patents.






	20.	 	Company Property. All records, files, drawings, documents, data in whatever form,
business equipment (including computers, PDAs, cell phones, etc.), and the like relating to,
or provided by, the Company shall be and remain the sole property of the Company. Upon
termination of employment, Employee shall immediately return to the Company all such items
without retention of any copies and without additional request by the Company. De minimis
items such as pay stubs, 401(k) plan summaries, employee bulletins, and the like are excluded
from this requirement.






	21.	 	Confidential Information. Employee acknowledges that the Company and its affiliated
entities (herein collectively referred to as “Companies”) possess certain trade secrets as
well as other confidential and proprietary information which they have acquired or will
acquire at great effort and expense. Such information may include, without limitation,
confidential information, whether in tangible or intangible form, regarding the Companies’
products and services, marketing strategies, business plans, operations, costs, current or
prospective customer information (including customer identities, contacts, requirements,
creditworthiness, preferences, and like matters), product concepts, designs, prototypes or
specifications, research and development efforts, technical data and know-how, sales
information, including pricing and other terms and conditions of sale, financial information,
internal procedures, techniques, forecasts, methods, trade information, trade secrets,
software programs, project requirements, inventions, trademarks, trade names, and similar
information regarding the Companies’ business(es) (collectively referred to herein as
“Confidential Information”). Employee further acknowledges that, as a result of his
employment with the Company, Employee will have access to, will become acquainted with, and/or
may help develop, such Confidential Information. Confidential Information shall not include
information readily available in the public through no fault of Employee or other wrong doing.






	22.	 	Restricted Use of Confidential Information. Employee agrees that all Confidential
Information is and shall remain the sole and exclusive property of the Company and/or its
affiliated entities. Except as may be expressly authorized by the Company in writing,
Employee agrees not to disclose, or cause any other person or entity to disclose, any
Confidential Information to any third party while employed by the Company and for as long
thereafter as such information remains confidential (or as limited by applicable law).
Further, Employee agrees to use such Confidential Information only in the course of Employee’s
duties in furtherance of the Company’s business and agrees not to make use of any such
Confidential Information for Employee’s own purposes or for the benefit of any other entity or
person.






	23.	 	Acknowledged Need for Limited Restrictive Covenants. Employee acknowledges that the
Companies have spent and will continue to expend substantial amounts of time, money and effort
to develop their business strategies, Confidential Information, customer identities and
relationships, goodwill and employee relationships, and that Employee will benefit from these
efforts. Further, Employee acknowledges the inevitable use of, or near-certain influence by
his knowledge of, the Confidential Information disclosed to Employee during the course of
employment if allowed to compete against the Company in an unrestricted manner and that such
use would be unfair and extremely detrimental to the Company. Accordingly, based on these
legitimate business reasons, Employee acknowledges each of the Companies’ need to protect
their legitimate business interests by reasonably restricting Employee’s ability to compete
with the Company on a limited basis.






	24.	 	Non-Solicitation. During Employee’s employment and for a period of eighteen (18)
months thereafter, Employee agrees not to directly or indirectly engage in the following
prohibited conduct:






	 	(a)	 	Solicit, offer products or services to, or accept orders for, any Competitive Products
or otherwise transact any competitive business with, any customer or entity with whom
Employee had contact or transacted any business on behalf of the Company (or any Affiliate
thereof) during the eighteen (18) month period preceding Employee’s date of separation or
about whom Employee possessed, or had access to, confidential and proprietary information;






	 	(b)	 	Attempt to entice or otherwise cause any third party to withdraw, curtail or cease
doing business with the Company (or any Affiliate thereof), specifically including
customers, vendors, independent contractors and other third party entities;






	 	(c)	 	Disclose to any person or entity the identities, contacts or preferences of any
customers of the Company (or any Affiliate thereof), or the identity of any other persons
or entities having business dealings with the Company (or any Affiliate thereof);






	 	(d)	 	Induce any individual who has been employed by or had provided services to the Company
(or any Affiliate thereof) within the six (6) month period immediately preceding the
effective date of Employee’s separation to terminate such relationship with the Company (or
any Affiliate thereof);






	 	(e)	 	Assist, coordinate or otherwise offer employment to, accept employment inquiries from,
or employ any individual who is or had been employed by the Company (or any Affiliate
thereof) at any time within the six (6) month period immediately preceding such offer, or
inquiry;






	 	(f)	 	Communicate or indicate in any way to any customer of the Company (or any Affiliate
thereof), prior to formal separation from the Company, any interest, desire, plan, or
decision to separate from the Company; or






	 	(g)	 	Otherwise attempt to directly or indirectly interfere with the Company’s business, the
business of any of the Companies or their relationship with their employees, consultants,
independent contractors or customers.






	25.	 	Limited Non-Compete. For the above-stated reasons, and as a condition of employment
to the fullest extent permitted by law, Employee agrees during the Relevant Non-Compete Period
not to directly or indirectly engage in the following competitive activities:






	 	(a)	 	Employee shall not have any ownership interest in, work for, advise, consult, or have
any business connection or business or employment relationship in any competitive capacity
with any Competitor unless Employee provides written notice to the Company of such
relationship prior to entering into such relationship and, further, provides sufficient
written assurances to the Company’s satisfaction that such relationship will not,
jeopardize the Company’s legitimate interests or otherwise violate the terms of this
Agreement;






	 	(b)	 	Employee shall not engage in any research, development, production, sale or
distribution of any Competitive Products, specifically including any products or services
relating to those for which Employee had responsibility for the eighteen (18) month period
preceding Employee’s date of separation;






	 	(c)	 	Employee shall not market, sell, or otherwise offer or provide any Competitive Products
within his Geographic Territory (if applicable) or Assigned Customer Base, specifically
including any products or services relating to those for which Employee had responsibility
for the eighteen (18) month period preceding Employee’s date of separation; and






	 	(d)	 	Employee shall not distribute, market, sell or otherwise offer or provide any
Competitive Products to any customer of the Company with whom Employee had contact or for
which Employee had responsibility at any time during the eighteen (18) month period
preceding Employee’s date of separation






	26.	 	Non-Compete Definitions. For purposes of this Agreement, the Parties agree that the
following terms shall apply:






	 	(a)	 	“Assigned Customer Base” shall include all accounts or customers formally assigned to
Employee within a given territory or geographical area or contacted by him at any time
during the eighteen (18) month period preceding Employee’s date of separation;






	 	(b)	 	“Competitive Products” shall include any product or service that directly or indirectly
competes with, is substantially similar to, or serves as a reasonable substitute for, any
product or service in research, development or design, or manufactured, produced, sold or
distributed by the Company;






	 	(c)	 	“Competitor” shall include any person or entity that offers or is actively planning to
offer any Competitive Products and may include (but not be limited to) any entity
identified on the Company’s Illustrative Competitor List, attached hereto as Exhibit B,
which shall be amended from time to time to reflect changes in the Company’s business and
competitive environment (updated competitor lists will be provided to Employee upon
reasonable request);






	 	(d)	 	“Geographic Territory” shall include any territory formally assigned to Employee as
well as all territories in which Employee has provided any services, sold any products or
otherwise had responsibility at any time during the eighteen (18) month period preceding
Employee’s date of separation;






	 	(e)	 	“Relevant Non-Compete Period” shall include the period of Employee’s employment with
the Company as well as a period of eighteen (18) months after such employment is
terminated, regardless of the reason for such termination provided, however, that this
period shall be reduced to the greater of (i) nine (9) months or (ii) the total length of
Employee’s employment with the Company, including employment with any parent, subsidiary or
affiliated entity, if such employment is less than eighteen (18) months;






	 	(f)	 	“Directly or indirectly” shall be construed such that the foregoing restrictions shall
apply equally to Employee whether performed individually or as a partner, shareholder,
officer, director, manager, employee, salesman, independent contractor, broker, agent, or
consultant for any other individual, partnership, firm, corporation, company, or other
entity engaged in such conduct






	27.	 	Consent to Reasonableness. In light of the above-referenced concerns, including
Employee’s knowledge of and access to the Companies’ Confidential Information, Employee
acknowledges that the terms of the foregoing restrictive covenants are reasonable and
necessary to protect the Company’s legitimate business interests and will not unreasonably
interfere with Employee’s ability to obtain alternate employment. As such, Employee hereby
agrees that such restrictions are valid and enforceable, and affirmatively waives any argument
or defense to the contrary. Employee acknowledges that this limited non-competition provision
is not an attempt to prevent Employee from obtaining other employment in violation of IC §
22-5-3-1 or any other similar statute. Employee further acknowledges that the Company may
need to take action, including litigation, to enforce this limited non-competition provision,
which efforts the Parties stipulate shall not be deemed an attempt to prevent Employee from
obtaining other employment.






	28.	 	Survival of Restrictive Covenants. Employee acknowledges that the above restrictive
covenants shall survive the termination of this Agreement and the termination of Employee’s
employment for any reason. Employee further acknowledges that any alleged breach by the
Company of any contractual, statutory or other obligation shall not excuse or terminate the
obligations hereunder or otherwise preclude the Company from seeking injunctive or other
relief. Rather, Employee acknowledges that such obligations are independent and separate
covenants undertaken by Employee for the benefit of the Company.






	29.	 	Effect of Transfer. Subject to the provisions of Paragraph 11 above, Employee agrees
that this Agreement shall continue in full force and effect notwithstanding any change in job
duties, job titles or reporting responsibilities. Employee further acknowledges that the
above restrictive covenants shall survive, and be extended to cover, the transfer of Employee
from the Company to its parent, subsidiary, sister corporation or any other affiliated entity
(hereinafter collectively referred to as an “Affiliate”) or any subsequent transfer(s) among
them. Specifically, in the event of Employee’s temporary or permanent transfer to an
Affiliate, he agrees that the foregoing restrictive covenants shall remain in force so as to
continue to protect such company for the duration of the non-compete period, measured from his
effective date of transfer to an Affiliate. Additionally, Employee acknowledges that this
Agreement shall be deemed to have been automatically assigned to the Affiliate as of his
effective date of transfer such that the above-referenced restrictive covenants (as well as
all other terms and conditions contained herein) shall be construed thereafter to protect the
legitimate business interests and goodwill of the Affiliate as if Employee and the Affiliate
had independently entered into this Agreement. Employee’s acceptance of his transfer to, and
subsequent employment by, the Affiliate shall serve as consideration for (as well as be deemed
as evidence of his consent to) the assignment of this Agreement to the Affiliate as well as
the extension of such restrictive covenants to the Affiliate. Employee agrees that this
provision shall apply with equal force to any subsequent transfers of Employee from one
Affiliate to another Affiliate.






	30.	 	Post-Termination Notification. For the duration of his Relevant Non-compete Period
or other restrictive covenant period, which ever is longer, Employee agrees to promptly notify
the Company no later than five (5) business days of his acceptance of any employment or
consulting engagement. Such notice shall include sufficient information to ensure Employee
compliance with his non-compete obligations and must include at a minimum the following
information: (i) the name of the employer or entity for which he is providing any consulting
services; (ii) a description of his intended duties as well as (iii) the anticipated start
date. Such information is required to ensure Employee’s compliance with his non-compete
obligations as well as all other applicable restrictive covenants. Failure to timely provide
such notice shall be deemed a material breach of this Agreement and entitle the Company to
return of any severance paid to Employee plus attorneys’ fees. Employee further consents to
the Company’s notification to any new employer of Employee’s rights and obligations under this
Agreement.






	31.	 	Scope of Restrictions. If the scope of any restriction contained in any preceding
paragraphs of this Agreement is deemed too broad to permit enforcement of such restriction to
its fullest extent, then such restriction shall be enforced to the maximum extent permitted by
law, and Employee hereby consents and agrees that such scope may be judicially modified
accordingly in any proceeding brought to enforce such restriction.






	32.	 	Specific Enforcement/Injunctive Relief. Employee agrees that it would be difficult
to measure any damages to the Company from a breach of the above-referenced restrictive
covenants, but acknowledges that the potential for such damages would be great, incalculable
and irremediable, and that monetary damages alone would be an inadequate remedy. Accordingly,
Employee agrees that the Company shall be entitled to immediate injunctive relief against such
breach, or threatened breach, in any court having jurisdiction. In addition, if Employee
violates any such restrictive covenant, Employee agrees that the period of such violation
shall be added to the term of the restriction. In determining the period of any violation,
the Parties stipulate that in any calendar month in which Employee engages in any activity in
violation of such provisions, Employee shall be deemed to have violated such provision for the
entire month, and that month shall be added to the duration of the non-competition provision.
Employee acknowledges that the remedies described above shall not be the exclusive remedies,
and the Company may seek any other remedy available to it either in law or in equity,
including, by way of example only, statutory remedies for misappropriation of trade secrets,
and including the recovery of compensatory or punitive damages. Employee further agrees that
the Company shall be entitled to an award of all costs and attorneys’ fees incurred by it in
any attempt to enforce the terms of this Agreement.






	33.	 	Publicly Traded Stock. The Parties agree that nothing contained in this Agreement
shall be construed to prohibit Employee from investing his personal assets in any stock or
corporate security traded or quoted on a national securities exchange or national market
system provided, however, such investments do not require any services on the part of Employee
in the operation or the affairs of the business or otherwise violate the Hillenbrand
Industries, Inc. Code of Ethical Business Conduct.






	34.	 	Notice of Claim and Contractual Limitations Period. Employee acknowledges the
Company’s need for prompt notice, investigation, and resolution of any claims that may be
filed against it due to the number of relationships it has with employees and others (and due
to the turnover among such individuals with knowledge relevant to any underlying claim).
Accordingly, Employee agrees prior to initiating any litigation of any type (including, but
not limited to, employment discrimination litigation, wage litigation, defamation, or any
other claim) to notify the Company, within One Hundred and Eighty (180) days after the claim
accrued, by sending a certified letter addressed to the Company’s General Counsel setting
forth: (i) claimant’s name, address, and phone; (ii) the name of any attorney representing
Employee; (iii) the nature of the claim; (iv) the date the claim arose; and (v) the relief
requested. This provision is in addition to any other notice and exhaustion requirements that
might apply. For any dispute or claim of any type against the Company (including but not
limited to employment discrimination litigation, wage litigation, defamation, or any other
claim), Employee must commence legal action within the shorter of one (1) year of accrual of
the cause of action or such shorter period that may be specified by law.






	35.	 	Non-Jury Trials. Notwithstanding any right to a jury trial for any claims, Employee
waives any such right to a jury trial, and agrees that any claim of any type (including but
not limited to employment discrimination litigation, wage litigation, defamation, or any other
claim) lodged in any court will be tried, if at all, without a jury.






	36.	 	Choice of Forum. Employee acknowledges that the Companies are primarily based in
Indiana, and Employee understands and acknowledges the Company’s desire and need to defend any
litigation against it in Indiana. Accordingly, the Parties agree that any claim of any type
brought by Employee against the Company or any of its employees or agents must be maintained
only in a court sitting in Marion County, Indiana, or Ripley County, Indiana, or, if a federal
court, the Southern District of Indiana, Indianapolis Division. Employee further understands
and acknowledges that in the event the Company initiates litigation against Employee, the
Company may need to prosecute such litigation in such state where the Employee is subject to
personal jurisdiction. Accordingly, for purposes of enforcement of this Agreement, Employee
specifically consents to personal jurisdiction in the State of Indiana as well as any state in
which resides a customer assigned to the Employee. Furthermore, Employee consents to appear,
upon Company’s request and at Employee’s own cost, for deposition, hearing, trial, or other
court proceeding in Indiana or in any state in which resides a customer assigned to the
Employee.






	37.	 	Choice of Law. This Agreement shall be deemed to have been made within the County of
Ripley, State of Indiana and shall be interpreted and construed in accordance with the laws of
the State of Indiana. Any and all matters of dispute of any nature whatsoever arising out of,
or in any way connected with the interpretation of this Agreement, any disputes arising out of
the Agreement or the employment relationship between the Parties hereto, shall be governed by,
construed by and enforced in accordance with the laws of the State of Indiana without regard
to any applicable state’s choice of law provisions.






	38.	 	Titles. Titles are used for the purpose of convenience in this Agreement and shall
be ignored in any construction of it.






	39.	 	Severability. The Parties agree that each and every paragraph, sentence, clause,
term and provision of this Agreement is severable and that, in the event any portion of this
Agreement is adjudged to be invalid or unenforceable, the remaining portions thereof shall
remain in effect and be enforced to the fullest extent permitted by law. Further, should any
particular clause, covenant, or provision of this Agreement be held unreasonable or contrary
to public policy for any reason, the Parties acknowledge and agree that such covenant,
provision or clause shall automatically be deemed modified such that the contested covenant,
provision or clause will have the closest effect permitted by applicable law to the original
form and shall be given effect and enforced as so modified to whatever extent would be
reasonable and enforceable under applicable law.






	40.	 	Assignment-Notices. The rights and obligations of the Company under this Agreement
shall inure to its benefit, as well as the benefit of its parent, subsidiary, successor and
affiliated entities, and shall be binding upon the successors and assigns of the Company.
This Agreement, being personal to Employee, cannot be assigned by Employee, but his personal
representative shall be bound by all its terms and conditions. Any notice required hereunder
shall be sufficient if in writing and mailed to the last known residence of Employee or to the
Company at its principal office with a copy mailed to the Office of the General Counsel.






	41.	 	Amendments and Modifications. Except as specifically provided herein, no
modification, amendment, extension or waiver of this Agreement or any provision hereof shall
be binding upon the Company or Employee unless in writing and signed by both Parties. The
waiver by the Company or Employee of a breach of any provision of this Agreement shall not be
construed as a waiver of any subsequent breach. Nothing in this Agreement shall be construed
as a limitation upon the Company’s right to modify or amend any of its manuals or policies in
its sole discretion and any such modification or amendment which pertains to matters addressed
herein shall be deemed to be incorporated herein and made a part of this Agreement.






	42.	 	Outside Representations. Employee represents and acknowledges that in signing this
Agreement he does not rely, and has not relied, upon any representation or statement made by
the Company or by any of the Company’s employees, officers, agents, stockholders, directors or
attorneys with regard to the subject matter, basis or effect of this Agreement other than
those specifically contained herein.






	43.	 	Voluntary and Knowing Execution. Employee acknowledges that he has been offered a
reasonable amount of time within which to consider and review this Agreement; that he has
carefully read and fully understands all of the provisions of this Agreement; and that he has
entered into this Agreement knowingly and voluntarily.






	44.	 	Entire Agreement. This Agreement constitutes the entire employment agreement between
the Parties hereto concerning the subject matter hereof and shall supersede all prior and
contemporaneous agreements between the Parties in connection with the subject matter of this
Agreement. Any pre-existing Employment Agreement(s) between Employee and the Company or any
subsidiary or affiliate thereof shall be deemed null and void. Nothing in this Agreement,
however, shall affect any separately-executed written agreement addressing any other issues
(e. g., the Inventions, Improvements, Copyrights and Trade Secrets Agreement, etc.).





IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of the day and year
first above written.



	 	 	 
	“EMPLOYEE”

	 	HILLENBRAND INDUSTRIES, INC.
	 
	 	 
	Signed:

	 	By:
	 

	 	 
	 
	 	 
	Printed: John H. Dickey

	 	Title:
	
 
	 	 
	 
	 	 
	Dated:

	 	Dated:
	 

	 	 






CAUTION: READ BEFORE SIGNING



1




Exhibit A




SAMPLE SEPARATION AND RELEASE AGREEMENT




THIS SEPARATION and RELEASE AGREEMENT (“Agreement”) is entered into by and between John H.
Dickey (“Employee”) and Hillenbrand Industries, Inc. (together with its subsidiaries and
affiliates, the “Company”). To wit, the Parties agree as follows:




	1.	 	Employee’s active employment by the Company shall terminate effective [date of termination]
(Employee’s “Effective Termination Date”). Except as specifically provided by this Agreement,
or in any other non-employment agreement that may exist between the Company and Employee,
Employee agrees that the Company shall have no other obligations or liabilities to him
following his Effective Termination Date and that his receipt of the Severance Benefits
provided herein shall constitute a complete settlement, satisfaction and waiver of any and all
claims he may have against the Company.






	2.	 	Employee further submits, and the Company hereby accepts, his resignation as an employee,
officer and director, as of his Effective Termination Date for any position he may hold. The
Parties agree that this resignation shall apply to all such positions Employee may hold with
the Company or any parent, subsidiary or affiliated entity thereof. Employee agrees to
execute any documents needed to effectuate such resignation. Employee further agrees to take
whatever steps are necessary to facilitate and ensure the smooth transition of his duties and
responsibilities to others.






	3.	 	Employee acknowledges that he has been advised of the American Jobs Creation Act of 2004,
which added Section 409A to the Internal Revenue Code, and significantly changed the taxation
of nonqualified deferred compensation plans. Under regulations not yet published as of the
date of this Agreement, Employee has been advised that if he is a “key employee” covered by
Section 409A or any similar law, his severance pay may be treated by the Internal Revenue
Service as providing “nonqualified deferred compensation,” and therefore subject to Section
409A. In that event, several provisions in Section 409A may affect Employee’s receipt of
severance compensation. These include, but are not limited to, a provision which requires
that distributions to “key employees” at public companies on account of separation from
service may not be made earlier than six (6) months after the date of separation. If
applicable, failure to comply with Section 409A can lead to immediate taxation of deferrals,
with interest and a 20% penalty. As a result of the requirements imposed by the American Jobs
Creation Act of 2004, Employee agrees if he is covered by the provisions of Section 409A or
any similar law at the time of his termination and if severance payments are covered as
“non-qualified deferred compensation” that the above severance pay benefits shall not be paid
until a date at least six (6) months after Employee’s Effective Termination Date from Company,
as more fully explained by Paragraph 4, below.






	4.	 	In consideration of the promises contained in this Agreement and contingent upon Employee’s
compliance with such promises, the Company agrees to provide Employee the following:






	 	(a)	 	Severance pay, inclusive of any contractual, notice or statutory pay obligations in the
total amount of [Insert Amount] Dollars and [ ] Cents ($[     ]), less applicable
deductions or other set offs, payable as follows:






	 	(i)	 	A lump payment in the gross amount of [insert amount equal to 6 months’ pay]
Dollars and [     ] Cents ($[      ]) payable the day following the sixth
(6tth) month anniversary of Employee’s Effective Termination Date; and.






	 	(ii)	 	Commencing on the next regularly scheduled payroll immediately following the
above-referenced lump sum payment, bi-weekly payments based on Employee’s bi-weekly
base salary in the amount of [Insert Bi-weekly Rate] Dollars and [      ] Cents
($[     ]), less applicable deductions or other set-offs), for a period up to and
additional [Insert remaining weeks] ([     ]) weeks;






	 	(b)	 	Payment for any earned but unused vacation as of Employee’s Effective Termination Date,
less applicable deductions permitted or required by law; and






	 	(c)	 	Group Life Insurance coverage until the above-referenced Severance Pay terminates.






	5.	 	Except as may be required by Section 409A, the above Severance Pay shall be paid in
accordance with the Company’s standard payroll practices (e.g. bi-weekly) and shall begin on
the first normally scheduled payroll following Employee’s Effective Termination Date or the
effective date of this Agreement, whichever occurs last. The Parties agree that the initial
two (2) weeks of the foregoing Severance Pay shall be allocated as consideration provided to
Employee in exchange for his execution of a release in compliance with the Older Workers
Benefit Protection Act. The balance of the severance benefits and other obligations
undertaken by the Company pursuant to this Agreement shall be allocated as consideration for
all other promises and obligations undertaken by Employee, including execution of a general
release of claims.






	6.	 	The Company further agrees to provide Employee with limited out-placement counseling with a
company of its choice provided that Employee participates in such counseling immediately
following termination of employment.






	7.	 	As of his Effective Termination Date, Employee will become ineligible to participate in the
Company’s health insurance program and continuation of coverage requirements under COBRA (if
any) will be triggered at that time. However, as additional consideration for the promises
and obligations contained herein (and except as may be prohibited by law), the Company agrees
to continue to pay the employer’s share of such coverage as provided under the health care
program selected by Employee as of his Effective Termination Date, subject to any approved
changes in coverage based on a qualified election, until the above-referenced Severance Pay
terminates, Employee accepts other employment or Employee becomes eligible for alternative
healthcare coverage, which ever comes first, provided Employee (i) timely completes the
applicable election of coverage forms and (ii) continues to pay the employee portion of the
applicable premium(s). Thereafter, if applicable, coverage will be made available to Employee
at his sole expense (i.e., Employee will be responsible for the full COBRA premium)
for the remaining months of the COBRA coverage period made available pursuant to applicable
law. The medical insurance provided herein does not include any disability coverage.






	8.	 	Should Employee become employed before the above-referenced Severance Benefits are exhausted
or terminated, Employee agrees to so notify the Company in writing within five (5) business
days of Employee’s acceptance of such employment, providing the name of such employer (or
entity to whom Employee may be providing consulting services), his intended duties as well as
the anticipated start date. Such information is required to ensure Employee’s compliance with
his non-compete obligations as well as all other applicable restrictive covenants. This
notice will also serve to trigger the Company’s right to terminate all Company-paid or
Company–provided benefits consistent with the above paragraphs. Failure to timely provide such
notice shall be deemed a material breach of this Agreement entitling the Company to recover as
damages the value of all benefits provided to Employee hereunder plus attorneys fees.






	9.	 	Employee agrees to fully indemnify and hold the Company harmless for any taxes, penalties,
interest, cost or attorneys’ fee assessed against or incurred by the Company on account of
such benefits having been provided to him or based on any alleged failure to withhold taxes or
satisfy any claimed obligation. Employee understands and acknowledges that neither the
Company, nor any of its employees, attorneys, or other representatives has provided him with
any legal or financial advice concerning taxes or any other matter, and that he has not relied
on any such advice in deciding whether to enter into this Agreement. To the extent
applicable, Employee understands and agrees that he shall have the responsibility for, and he
agrees to pay, any and all appropriate income tax or other tax obligations for which he is
individually responsible and/or related to receipt of any benefits provided in this Agreement
not subject to federal withholding obligations






	10.	 	In exchange for the foregoing Severance Benefits, JOHN H. DICKEY on behalf of himself, his
heirs, representatives, agents and assigns hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS, and
FOREVER DISCHARGES (i) Hillenbrand Industries, Inc., (ii) its parent, subsidiary or affiliated
entities, (iii) all of their present or former directors, officers, employees, shareholders,
and agents, as well as, (iv) all predecessors, successors and assigns thereof from any and all
actions, charges, claims, demands, damages or liabilities of any kind or character whatsoever,
known or unknown, which Employee now has or may have had through the effective date of this
Agreement.






	11.	 	Without limiting the generality of the foregoing release, it shall include: (i) all claims
or potential claims arising under any federal, state or local laws relating to the Parties’
employment relationship, including any claims Employee may have under the Civil Rights Acts of
1866 and 1964, as amended, 42 U.S.C. §§ 1981 and 2000(e) et seq.; the Civil
Rights Act of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C. §§ 621
et seq.; the Americans with Disabilities Act of 1990, as amended, 42 U.S.C §§
12,101 et seq.; the Fair Labor Standards Act 29 U.S.C. §§ 201 et
seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101,
et seq.; the Sarbanes-Oxley Act of 2002, specifically including the Corporate
and Criminal Fraud Accountability Act, 18 U.S.C. §1514,A et seq.; and any
other federal, state or local law governing the Parties’ employment relationship; (ii) any
claims on account of, arising out of or in any way connected with Employee’s employment with
the Company or leaving of that employment; (iii) any claims alleged or which could have been
alleged in any charge or complaint against the Company; (iv) any claims relating to the
conduct of any employee, officer, director, agent or other representative of the Company; (v)
any claims of discrimination, harassment or retaliation on any basis; (vi) any claims arising
from any legal restrictions on an employer’s right to separate its employees; (vii) any claims
for personal injury, compensatory or punitive damages or other forms of relief; and (viii) all
other causes of action sounding in contract, tort or other common law basis, including (a) the
breach of any alleged oral or written contract, (b) negligent or intentional
misrepresentations, (c) wrongful discharge, (d) just cause dismissal, (e) defamation, (f)
interference with contract or business relationship or (g) negligent or intentional infliction
of emotional distress.






	12.	 	Employee further agrees and covenants not to sue the Company or any entity or individual
subject to the foregoing General Release with respect to any claims, demands, liabilities or
obligations release by this Agreement provided, however, that nothing contained in this
Agreement shall prevent Employee from bringing an action under the Age Discrimination in
Employment Act (or any similar law) challenging the knowing and voluntary nature of this
Agreement.






	13.	 	The Parties acknowledge that it is their mutual and specific intent that the above waiver
fully complies with the requirements of the Older Workers Benefit Protection Act (29 U.S.C. §
626) and any similar law governing release of claims. Accordingly, Employee hereby
acknowledges that:






	 	(a)	 	he has carefully read and fully understands all of the provisions of this Agreement and
that he has entered into this Agreement knowingly and voluntarily;






	 	(b)	 	The Severance Benefits offered in exchange for Employee’s release of claims exceed in
kind and scope that to which he would have otherwise been legally entitled absent the
execution of this Agreement;






	 	(c)	 	Prior to signing this Agreement, Employee had been advised, and is being advised by
this Agreement, to consult with an attorney of his choice concerning its terms and
conditions; and






	 	(d)	 	he has been offered at least [twenty-one (21)/forty-five (45)] days within which to
review and consider this Agreement.






	14.	 	The Parties agree that this Agreement shall not become effective and enforceable until the
date this Agreement is signed by both Parties or seven (7) calendar days after its execution
by Employee, whichever is later. Employee may revoke this Agreement for any reason by
providing written notice of such intent to the Company within seven (7) days after he has
signed this Agreement, thereby forfeiting Employee’s right to receive any Severance Benefits
provided hereunder and rendering this Agreement null and void in its entirety.






	15.	 	The Parties agree that nothing contained herein shall purport to waive or otherwise affect
any of Employee’s rights or claims that may arise after he signs this Agreement. . It is
further understood by the Parties that nothing in this Agreement shall affect any rights
Employee may have under any Company sponsored Deferred Compensation Program, Executive Life
Insurance Bonus Plan, Stock Grant Award, Stock Option Grant, Restricted Stock Unit Award,
Pension Plan and/or Savings Plan (i.e., 401(k) plan) provided by the Company as of the
date of his termination, such items to be governed exclusively by the terms of the applicable
agreements or plan documents.






	16.	 	Similarly, notwithstanding any provision contained herein to the contrary, this Agreement
shall not constitute a waiver or release or otherwise affect Employee’s rights with respect to
any vested benefits, any rights he has to benefits which can not be waived by law, any
coverage provided under any Directors and Officers (“D&O”) policy, any rights Employee may
have under any indemnification agreement he has with the Company prior to the date hereof, any
rights he has as a shareholder, or any claim for breach of this Agreement, including, but not
limited to the benefits promised by the terms of this Agreement.






	17.	 	Except as provided herein, Employee acknowledges that he will not be eligible to receive or
vest in any additional stock options, stock awards or restricted stock units (“RSUs”) as of
his Effective Termination Date. Failure to exercise any vested options within the applicable
period as set for in the plan and/or grant will result in their forfeiture. Employee
acknowledges that any stock options, stock awards or RSUs held for less than the required
period shall be deemed forfeited as of the effective date of this Agreement. All terms and
conditions of such stock options, stock awards or RSUs shall not be affected by this
Agreement, shall remain in full force and effect, and shall govern the Parties’ rights with
respect to such equity based awards.






	18.	 	[Option A] Employee acknowledges that his termination and the Severance Benefits offered
hereunder were based on an individual determination and were not offered in conjunction with
any group termination or group severance program and waives any claim to the contrary.






[Option B] Employee represents and agrees that he has been provided relevant cohort information
based on the information available to the Company as of the date this Agreement was tendered to
Employee. This information is attached hereto as Exhibit A. The Parties acknowledge that
simply providing such information does not mean and should not be interpreted to mean that the
Company was obligated to comply with 29 C.F.R. § 1625.22(f).




	19.	 	Employee hereby affirms and acknowledges his continued obligations to comply with the
post-termination covenants contained in his Employment Agreement, including but not limited
to, the non-compete, trade secret and confidentiality provisions. Employee acknowledges that
a copy of the Employment Agreement has been attached to this Agreement as Exhibit A [B] or has
otherwise been provided to him and, to the extent not inconsistent with the terms of this
Agreement or applicable law, the terms thereof shall be incorporated herein by reference.
Employee acknowledges that the restrictions contained therein are valid and reasonable in
every respect and are necessary to protect the Company’s legitimate business interests.
Employee hereby affirmatively waives any claim or defense to the contrary. Employee hereby
acknowledges that the definition of Competitor, as provided in his Employment Agreement shall
include but not be limited to those entities specifically identified in the updated Competitor
List, attached hereto as Exhibit B [C].






	20.	 	Employee acknowledges that the Company as well as its parent, subsidiary and affiliated
companies (“Companies” herein) possess, and he has been granted access to, certain trade
secrets as well as other confidential and proprietary information that they have acquired at
great effort and expense. Such information includes, without limitation, confidential
information regarding products and services, marketing strategies, business plans, operations,
costs, current or, prospective customer information (including customer contacts,
requirements, creditworthiness and like matters), product concepts, designs, prototypes or
specifications, regulatory compliance issues, research and development efforts, technical data
and know-how, sales information, including pricing and other terms and conditions of sale,
financial information, internal procedures, techniques, forecasts, methods, trade information,
trade secrets, software programs, project requirements, inventions, trademarks, trade names,
and similar information regarding the Companies’ business (collectively referred to herein as
“Confidential Information”).






	21.	 	Employee agrees that all such Confidential Information is and shall remain the sole and
exclusive property of the Company. Except as may be expressly authorized by the Company in
writing, or as may be required by law after providing due notice thereof to the Company,
Employee agrees not to disclose, or cause any other person or entity to disclose, any
Confidential Information to any third party for as long thereafter as such information remains
confidential (or as limited by applicable law) and agrees not to make use of any such
Confidential Information for Employee’s own purposes or for the benefit of any other entity or
person. The Parties acknowledge that Confidential Information shall not include any
information that is otherwise made public through no fault of Employee or other wrong doing.






	22.	 	On or before Employee’s Effective Termination Date or per the Company’s request, Employee
agrees to return the original and all copies of all things in his possession or control
relating to the Company or its business, including but not limited to any and all contracts,
reports, memoranda, correspondence, manuals, forms, records, designs, budgets, contact
information or lists (including customer, vendor or supplier lists), ledger sheets or other
financial information, drawings, plans (including, but not limited to, business, marketing and
strategic plans), personnel or other business files, computer hardware, software, or access
codes, door and file keys, identification, credit cards, pager, phone, and any and all other
physical, intellectual, or personal property of any nature that he received, prepared, helped
prepare, or directed preparation of in connection with his employment with the Company.
Nothing contained herein shall be construed to require the return of any non-confidential and
de minimis items regarding Employee’s pay, benefits or other rights of employment such as pay
stubs, W-2 forms, 401(k) plan summaries, benefit statements, etc.






	23.	 	Employee hereby consents and authorizes the Company to deduct as an offset from the
above-referenced severance payments the value of any Company property not returned or returned
in a damaged condition as well as any monies paid by the Company on Employee’s behalf (e.g.,
payment of any outstanding American Express bill).






	24.	 	Employee agrees to cooperate with the Company in connection with any pending or future
litigation, proceeding or other matter which has been or may be brought against or by the
Company before any agency, court, or other tribunal and concerning or relating in any way to
any matter falling within Employee’s knowledge or former area of responsibility. Employee
agrees to immediately notify the Company, through the Office of the General Counsel, in the
event he is contacted by any outside attorney (including paralegals or other affiliated
parties) concerning or relating in any way to any matter falling within Employee’s knowledge
or former area of responsibility unless (i) the Company is represented by the attorney, (ii)
Employee is represented by the attorney for the purpose of protecting his personal interests
or (iii) the Company has been advised of and has approved such contact. Employee agrees to
provide reasonable assistance and completely truthful testimony in such matters including,
without limitation, facilitating and assisting in the preparation of any underlying defense,
responding to discovery requests, preparing for and attending deposition(s) as well as
appearing in court to provide truthful testimony. The Company agrees to reimburse Employee
for all reasonable out of pocket expenses incurred at the request of the Company associated
with such assistance and testimony.






	25.	 	Employee agrees not to make any written or oral statement that may defame, disparage or cast
in a negative light so as to do harm to the personal or professional reputation of (a) the
Company, (b) its employees, officers, directors or trustees or (c) the services and/or
products provided by the Company and its subsidiaries or affiliate entities. Similarly, in
response to any written inquiry from any prospective employer or in connection with a written
inquiry in connection with any future business relationship involving Employee, the Company
agrees not to provide any information that may defame, disparage or cast in a negative light
so as to do harm to the personal or professional reputation of Employee. The Parties
acknowledge, however, that nothing contained herein shall be construed to prevent or prohibit
the Company or the Employee from providing truthful information in response to any court
order, discovery request, subpoena or other lawful request.






	26.	 	EMPLOYEE SPECIFICALLY AGREES AND UNDERSTANDS THAT THE EXISTENCE AND TERMS OF THIS AGREEMENT
ARE STRICTLY CONFIDENTIAL AND THAT SUCH CONFIDENTIALITY IS A MATERIAL TERM OF THIS AGREEMENT.
Accordingly, except as required by law or unless authorized to do so by the Company in
writing, Employee agrees that he shall not communicate, display or otherwise reveal any of the
contents of this Agreement to anyone other than his spouse, legal counsel or financial advisor
provided, however, that they are first advised of the confidential nature of this Agreement
and Employee obtains their agreement to be bound by the same. The Company agrees that
Employee may respond to legitimate inquiries regarding the termination of his employment by
stating that the Parties have terminated their relationship on an amicable basis and that the
Parties have entered into a Confidential Separation and Release Agreement that prohibits him
from further discussing the specifics of his separation. Nothing contained herein shall be
construed to prevent Employee from discussing or otherwise advising subsequent employers of
the existence of any obligations as set forth in his Employment Agreement. Further, nothing
contained herein shall be construed to limit or otherwise restrict the Company’s ability to
disclose the terms and conditions of this Agreement as may be required by business necessity.






	27.	 	In the event that Employee breaches or threatens to breach any provision of this Agreement,
he agrees that the Company shall be entitled to seek any and all equitable and legal relief
provided by law, specifically including immediate and permanent injunctive relief. Employee
hereby waives any claim that the Company has an adequate remedy at law. In addition, and to
the extent not prohibited by law, Employee agrees that the Company shall be entitled to
discontinue providing any additional Severance Benefits upon such breach or threatened breach
as well as an award of all costs and attorneys’ fees incurred by the Company in any successful
effort to enforce the terms of this Agreement. Employee agrees that the foregoing relief
shall not be construed to limit or otherwise restrict the Company’s ability to pursue any
other remedy provided by law, including the recovery of any actual, compensatory or punitive
damages. Moreover, if Employee pursues any claims against the Company subject to the
foregoing General Release, or breaches the above confidentiality provision, Employee agrees to
immediately reimburse the Company for the value of all benefits received under this Agreement
to the fullest extent permitted by law.






	28.	 	Similarly, in the event that the Company breaches or threatens to breach any provision of
this Agreement, Employee shall be entitled to seek any and all equitable or other available
relief provided by law, specifically including immediate and permanent injunctive relief. In
the event Employee is required to file suit to enforce the terms of this Agreement, the
Company agrees that Employee shall be entitled to an award of all costs and attorneys’ fees
incurred by him in any wholly successful effort (i.e. entry of a judgment in his favor) to
enforce the terms of this Agreement. In the event Employee is wholly unsuccessful, the
Company shall be entitled to an award of its costs and attorneys’ fees.






	29.	 	Both Parties acknowledge that this Agreement is entered into solely for the purpose of
terminating Employee’s employment relationship with the Company on an amicable basis and shall
not be construed as an admission of liability or wrongdoing by the Company or Employee, both
Parties having expressly denied any such liability or wrongdoing.






	30.	 	Each of the promises and obligations shall be binding upon and shall inure to the benefit of
the heirs, executors, administrators, assigns and successors in interest of each of the
Parties.






	31.	 	The Parties agree that each and every paragraph, sentence, clause, term and provision of this
Agreement is severable and that, if any portion of this Agreement should be deemed not
enforceable for any reason, such portion shall be stricken and the remaining portion or
portions thereof should continue to be enforced to the fullest extent permitted by applicable
law.






	32.	 	This Agreement shall be governed by and interpreted in accordance with the laws of the State
of Indiana without regard to any applicable state’s choice of law provisions.






	33.	 	Employee represents and acknowledges that in signing this Agreement he does not rely, and has
not relied, upon any representation or statement made by the Company or by any of the
Company’s employees, officers, agents, stockholders, directors or attorneys with regard to the
subject matter, basis or effect of this Agreement other than those specifically contained
herein.






	34.	 	This Agreement represents the entire agreement between the Parties concerning the subject
matter hereof, shall supersede any and all prior agreements which may otherwise exist between
them concerning the subject matter hereof (specifically excluding, however, the
post-termination obligations contained in an Employee’s Employment Agreement or any obligation
contained in any other legally-binding document), and shall not be altered, amended, modified
or otherwise changed except by a writing executed by both Parties.





PLEASE READ CAREFULLY. THIS SEPARATION AND RELEASE

AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.




IN WITNESS WHEREOF, the Parties have themselves signed, or caused a duly authorized agent
thereof to sign, this Agreement on their behalf and thereby acknowledge their intent to be bound by
its terms and conditions.



	 	 	 
	[EMPLOYEE]

	 	HILLENBRAND INDUSTRIES, INC.
	 
	 	 
	Signed:

	 	By:
	 

	 	 
	 
	 	 
	Printed: John H. Dickey

	 	Title:
	
 
	 	 
	 
	 	 
	Dated:

	 	Dated:
	 

	 	 






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Exhibit B




ILLUSTRATIVE COMPETITOR LIST




The following is an illustrative, non-exhaustive list of Competitors with whom Employee may
not, during his relevant non-compete period, directly or indirectly engage in any of the
competitive activities proscribed by the terms of his Employment Agreement.





	 	•	 	Kinetic Concepts, Inc.






	 	•	 	Getinge AB (Pegasus brand)







	 	•	 	Huntleigh Technology PLC






	 	•	 	Gaymar Industries, Inc.







	 	•	 	Stryker Corporation






	 	•	 	Amico Corporation







	 	•	 	Modular Services Company






	 	•	 	Aramark Corporation







	 	•	 	Nemschoff Chairs, Inc.






	 	•	 	Masterplan Inc.







	 	•	 	Universal Hospital Services,
Inc.






	 	•	 	StatCom







	 	•	 	Dukane Communication Systems, a
division of Edwards Systems Technology,
Inc.






	 	•	 	Tele-Tracking Technologies Inc.







	 	•	 	Versus Technology, Inc.






	 	•	 	Primus Medical, LLC







	 	•	 	Electromed Inc.






	 	•	 	Rauland-Borg Corporation







	 	•	 	BG Industries






	 	•	 	Wescom Products, Inc







	 	•	 	Invacare Corporation






	 	•	 	Simplex Grinnell — A Tyco
International Ltd. Company







	 	•	 	Kendall — A Tyco International
Ltd. Company






	 	•	 	Radianse, Inc.







	 	•	 	Apria Healthcare Group, Inc.






	 	•	 	Ascom







	 	•	 	Astral Industries, Inc.






	 	•	 	Aurora Casket Company, Inc.







	 	•	 	Goliath Casket, Inc.






	 	•	 	Milso Industries, Inc.







	 	•	 	Milso Industries, LLC






	 	•	 	R and S Marble Designs







	 	•	 	SinoSource International, Inc.






	 	•	 	The Victoriaville Group







	 	•	 	Wilbert Funeral Services, Inc.






	 	•	 	The York Group (a division of
Matthews International Corp.)





While the above list is intended to identify the Company’s primary competitors, it should not
be construed as all encompassing so as to exclude other potential competitors falling within the
Non-Compete definitions of “Competitor.” The Company reserves the right to amend this list at any
time in its sole discretion to identify other or additional Competitors based on changes in the
products and services offered, changes in its business or industry as well as changes in the duties
and responsibilities of the individual employee. An updated list will be provided to Employee upon
reasonable request. Employees are encouraged to consult with the Company prior to accepting any
position with any potential competitor.



(Revised list 7-26-2005)




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