exhibit-10_51.htm


    Exhibit
10.51

     

    
 

    

    
 

     

    
    

     

    
      	 Date:	
               August 27,
      2008

               

            
	 To:  	
               Lisa
      Colleran

               

            
	 From: 	
               R.
      James Cravens, Senior Vice President, Human Resources   /s/  R. James
      Cravens

               

            
	 Subject:  	
               Modification
      of Your Employment Agreement

               

            


    

     

     

    Lisa, in
accordance with our discussion, we will make the following amendments to your
Employment Agreement dated April 2008 between you and LifeCell Corporation
(the “Employment Agreement”).  Unless otherwise specified, defined
terms used in this memo shall have the meanings provided to them in the
Employment Agreement

    


    
      	
              1.  

            	
              Beginning
      on the Commencement Date and thereafter, Section 4.02 (c) shall apply both
      to termination by Employer without Cause as well as to termination by the
      Employee for Good Reason (as that term is defined in Section 4.02 (d)
      (ii)).  Lisa, in the original agreement you only had the
      opportunity to assert “Good Reason” during the first year following the
      Commencement Date.

            


    

    


    
      	
              2.  

            	
              Beginning
      on the day following the second anniversary of the Commencement Date and
      thereafter, the term “Severance Payment” shall mean the sum of your
      then-current annual base salary and your then-current annual target bonus,
      provided,
      however, that if a termination by the Company without Cause or a
      termination by Employee for Good Reason takes place upon or within 24
      months of a Change in-Control (as defined below), the term “Severance
      Payment” shall mean two times the sum of your then-current annual base
      salary and your then-current annual target bonus.   (Lisa,
      this puts you in the same position as typical for the Executive
      Committee).

            


    

    


    “Change-of-Control”
A Change in Control means the first to occur of any one of the following events:
(i) consummation of any sale, lease, exchange, or other disposition (in one
transaction or a series of related transactions) of all or substantially all of
the assets of Kinetic Concepts, Inc. (“KCI”) (together with the assets of KCI's
direct and indirect subsidiaries) to any Person or group of related Persons, as
that term is used in Section 13(d) of the Exchange Act (a "Group"), together
with any affiliates thereof; or (ii) any Person or Group becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of Shares representing more than 50% of the aggregate voting power
of the issued and outstanding stock entitled to vote in the election of
directors of KCI; or (iii) the shareholders of KCI approve a plan of complete
liquidation or dissolution of KCI.

    


    Agreed
and Acknowledged:

    


    


    /s/
Lisa Colleran

    Lisa
Colleran                                                      Date: 
October 1,
2008