Exhibit
10.1


EXECUTIVE
EMPLOYMENT AGREEMENT


EMPLOYMENT
AGREEMENT (the “Agreement”) dated as of December 29, 2006 (the “Effective Date”)
between Tyco Healthcare Ltd., a Bermuda corporation (“Company”) and Richard S.
Meelia (“Executive”).


W I T N E S S E T
H:


- - - - - - - - -
-


WHEREAS, Company
is a wholly-owned subsidiary of Tyco International Ltd., a Bermuda corporation
(“Parent”) and, along with its subsidiaries, currently does business as Parent’s
“Healthcare” business segment; and


WHEREAS, Executive
is currently employed by Tyco Healthcare Group LP and serves as Chief Executive
Office of Parent’s “Healthcare” business segment;


WHEREAS, it is
anticipated that Company will be spun off by Parent in 2007 as a separate
publicly-traded corporation through issuance of a stock dividend to Parent’s
shareholders (the “Separation”), as described in a Form 8-K filed by Parent on
January 19, 2006;


WHEREAS, Company
and Executive desire to enter into this Employment Agreement to set forth
certain material terms of Executive’s employment;


NOW THEREFORE, in
consideration of the foregoing, of the mutual promises contained herein and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


1.             POSITION/DUTIES.


(a)           Prior to the Separation, Executive
shall continue to serve as Chief Executive Officer of Parent’s “Healthcare”
business segment.  In this capacity,
Executive shall have such duties, authorities and responsibilities as the Chairman,
President and Chief Executive Officer of Parent (the “CEO”) shall designate
that are consistent with Executive’s position. 
Executive shall report to the CEO.


(b)           Upon and following the Separation,
Executive shall serve as the Company’s Chief Executive Officer.  In this capacity, Executive shall have such
duties, authorities and responsibilities as the Board of Directors of the
Company (“Board”) shall designate that are consistent with Executive’s
position.  Upon and following the
Separation, Executive shall report to the Board.


 



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Hereinafter, for ease of
reference, the term “Employing Company” shall refer to “Parent” prior to the
Separation and “Company” thereafter.


(c)            Executive’s employment shall be at
will, meaning that such employment may be terminated by Executive or by the
Employing Company at any time and for any reason, with or without notice,
subject to the provisions of Section 3 hereof.


(d)           Executive shall devote substantially
all of his business time (excluding periods of vacation and other approved
leaves of absence) to the performance of his duties with the Employing Company,
provided the foregoing shall not prevent Executive from (i) participating in
charitable, civic, educational, professional, community or industry affairs or,
with prior written approval of the CEO or the Board (as applicable), serving on
the board of directors or advisory boards of other companies; and (ii) managing
his and his family’s personal investments so long as such activities do not
materially interfere with the performance of his duties hereunder or create a
potential business conflict or the appearance thereof. If at any time service
on any board of directors or advisory board would, in the good faith judgment
of the CEO or the Board (as applicable), conflict with Executive’s fiduciary
duty to the Employing Company or create any appearance thereof, Executive shall
promptly resign from such other board of directors or advisory board after
written notice of the conflict is received from the CEO or the Board (as applicable).
Service on the boards of directors or advisory boards disclosed by Executive to
Parent on which he is serving as of the Effective Date is hereby approved by
Parent and Company.


(e)           Executive further agrees to serve
without additional compensation as an officer and/or director of any of the
Employing Company’s subsidiaries and agrees that any amounts received from such
corporation may be offset against the amounts due hereunder.  In addition, it is agreed that the Company
may assign the Executive to one of its subsidiaries or affiliated companies for
payroll purposes.


2.             COMPENSATION AND BENEFITS.  Executive shall receive compensation for his
services hereunder as determined by the Employing Company’s Board of Directors
from time to time, including base salary, bonus and long-term incentive
opportunity.  Any base salary shall be
payable periodically in accordance with the Employing Company’s regular payroll
practices.  In addition, Executive shall
be entitled to participate in all employee benefit plans and programs of the
Employing Company applicable to senior executives generally, as may be
determined or modified from time to time. 
Travel, business and entertainment expenses shall be reimbursed by the
Employing Company in accordance with its then-applicable corporate policies.


 



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Upon the occurrence of a “change
in control” or a sale of the Employing Company on or prior to June 30, 2007,
all shares of restricted stock previously granted to Executive that are still
subject to risk of forfeiture shall become fully vested and nonforfeitable and
all options to purchase common shares of the Employing Company (or any
converted shares received in the separation) that remain unxercisable shall
become fully exercisable and vested.  For
purposes of this Section 2, “change in control” shall mean the first to occur
of the following:


(a) Any “person”
(as that term is used in Sections 13 and 14(d)(2) of the Securities Exchange
act of 1934 (the “Exchange Act”)) becomes the beneficial owner (as that term is
used in Section 13(d) of the Exchange Act), directly or indirectly, of 30% or
more of Employing Company’s capital stock entitled to vote in the election of
directors:


(b) Persons who,
as of the Effective Date (or with respect to the Company, as of the effective date
of the Separation), constitute the board of Employing Company (the “Incumbent
Directors”) cease for any reason, including, without limitation, as a result of
a tender offer, proxy contest, merger or similar transaction, to constitute at
least a majority thereof, provided that any person becoming a director of
Employing Company subsequent to the Effective Date (or with respect to the
Company, subsequent to the effective date of the Separation) shall be
considered an Incumbent Director if such person’s election or nomination for
election was approved by a vote of at least three-quarters of the Incumbent
Directors; but provided further, that any such person whose initial assumption
of office is in connection with an actual or threatened election contest relating
to the election of members of the board of Employing Company or other actual or
threatened solicitation of proxies or consents by or on behalf of a “person”
(as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other
than the board of Employing Company, including by reason of agreement intended
to avoid or settle any such actual or threatened contest or solicitation, shall
not be considered an Incumbent Director;


(c) The
shareholders of Employing Company approve any consolidation or merger of
Employing Company, other than a merger of Employing Company in which the
holders of the common stock of Employing Company immediately prior to the
merger hold more than 50% of the common stock of the surviving corporation
immediately after the merger;


(d) The
shareholders of Employing Company approve any plan or proposal for the sale or
dissolution of Employing Company;


(e) Substantially
all of the assets of Employing Company are sold or otherwise transferred to
parties that are not within a “controlled group of


 



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corporations” (as defined
in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the
Employing Company is a member.


For avoidance of any
doubt, the Separation does not constitute a “Change in Control” hereunder.


3.             SEPARATION BENEFITS UPON
TERMINATION OTHER THAN FOR CAUSE.  If
Executive’s employment terminates for any reason other than termination by the
Employing Company for Cause (as hereinafter defined), then the Employing
Company shall pay or provide Executive with (i) a lump sum cash payment in an
amount equal to two times the sum of (1) the greater of (a) his then-current
base salary or (b) his base salary in effect as of the date immediately
preceding the Effective Date and (2) the greater of (a) his then-current target
annual bonus or (b) the greater of the average annual bonus (i) received by
Executive or (ii) target for Executive, for two fiscal years of the Company
immediately preceding the date of termination of employment; and (ii) subject
to Executive’s continued co-payment of premiums, continued participation for
two years in all health and welfare plans which cover Executive (and eligible
dependents) upon the same terms and conditions (except for the requirements of
Executive’s continued employment) in effect on the date of termination (or as
amended from time to time).  The
continuation of health benefits under this subsection shall not reduce or count
against Executive’s rights under the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”).  Any
termination payments made and benefits provided under this Agreement to
Executive shall be in lieu of any termination or severance payments or benefits
for which Executive may be eligible under any of the plans, policies or
programs of the Employing Company or its subsidiaries or affiliates (other than
benefits under the Company’s employee benefit plans that by their terms survive
termination of employment and COBRA benefits).


The payments made
to Executive under this Section 3 shall be made as soon as practical after his
termination of employment; provided, that if and to the extent so required
under Section 409A(a)(2)(B)(i) of the Internal Revenue Code, such payment or
any applicable portion thereof shall be made no earlier than 6 months after the
date of termination (or the date of Executive’s death, if earlier).


Executive
acknowledges and agrees that the Separation shall not be deemed a “termination
of employment” for any purpose under this Section 3, so long as his employment
continues through the effective date of the Separation and he is employed
immediately after the Separation by the Company as contemplated in Section
1(b).


 



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For
purposes of this Agreement, “Cause” shall mean: (i) conviction of a felony or
misdemeanor involving dishonesty, theft, fraud or moral turpitude; Executive’s
violation of Employing Company’s Code of Ethical conduct; or other willful
misconduct conduct, that in each case, is materially and demonstrably injurious
to Parent or the Company, or any of their affiliates, as applicable, monetarily
or otherwise; or (ii) willful failure or refusal by Executive to substantially
follow his reasonably assigned duties with the Employing Company or to follow
the proper written direction of the CEO or Board, as applicable, after a
written notice of demand is delivered to Executive by the CEO or Board, as
applicable, which remains uncured for fifteen (15) days after written notice is
given to Executive.  The Company must
notify Executive of an event constituting “Cause” within 90 days following the
knowledge of its existence or such event shall not constitute Cause under this
Agreement.


5.                                               Certain Additional Payments by the
Company.


(a)           Gross-UP
Payment.   If it shall be determined
that any payment or distribution of any type to or in respect of Executive, by
the Company or any other person, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (the “Total
Payments”), is or will be subject to the excise tax imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or
penalties are incurred by Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are collectively
referred to as the “Excise Tax”), then executive shall be entitled to receive
an additional payment (a “Gross-Up Payment”) in an amount such that after
payment by Executive of all taxes (including any interest or penalties imposed
with respect to such taxes) imposed upon the Gross-Up Payment, Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the total Payments.


(b)                                 Determination
by Accountant.


(1)                   All
computations and determinations relevant to this Section shall be made by a
national accounting firm selected by the Company from among the five (5)
largest accounting firms in the United States (the “Accounting Firm”), and
reasonably acceptable to Executive, which firm may be the Company’s
accountants.  All fees and expenses of
the Accounting Firm shall be borne solely by the Company.  Such determinations shall include whether any
of the Total Payments are “parachute payments” (within the meaning of Section
280G of the Code).  In making the initial
determination hereunder as


 



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to whether a Gross-Up Payment is required, the Accounting Firm shall be
required to determine that no Gross-Up Payment is required if, but only if, the
Accounting Firm (A) concludes that (i) there has not occurred a change in the
ownership or effective control of the Company or a change in the ownership of a
substantial portion of the assets of the Company (as such terms are defined in
Section 280G of the Code) or (ii) no portion of the total Payments constitutes “parachute
payments” (within the meaning of said Section 280)G), in either case on the
basis of “substantial authority” (within the meaning of Section 6230 of the
Code), and (B) provides an opinion to that effect to both the Company and
Executive, including the reasons therefore and an option that Executive has substantial
authority not to report any Excise Tax on his federal income tax return.  If the Accounting Firm determines that a
Gross-Up Payment is required, the Accounting Firm shall provide its
determination (the “Determination”), together with detailed supporting
calculations regarding the amount of any Gross-Up Payment and any other
relevant matter both to the Company and Executive by no later than ten (10)
days following the Date of Termination, or such earlier time as is requested by
the Company or Executive (if Executive reasonably believes that any of the
Total Payments may be subject to the Excise Tax).


(2)                   If
a Gross-Up Payment is determined to be payable, it shall be paid to Executive
within 20 days after the Determination is delivered to the Company by the
Accounting Firm.  Any determination by
the Accounting Firm shall be binding upon the Company and Executive, absent
manifest error.  Notwithstanding the
foregoing, a Gross-up Payment shall be made as soon as practicable following a
determination by the Internal Revenue Service that any portion for the Total
Payments is subject to the Excise Tax.


(3)                   As
a result of uncertainly in the application of Section 4999 of the Code at the
time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments not made by the Company should have been made (“Underpayment”),
or that Gross-Up Payments will have been made by the company which should not
have been made (“Overpayments”).  In
either such event, the Accounting Firm shall determine the amount of the
Underpayment or Overpayment that has occurred. 
In the case of an Underpayment, the amount of such Underpayment
(together with any interest and penalties payable by Executive as a result of
such Underpayment) shall be promptly paid by the Company to or for the benefit
of Executive.


 



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(4)                   In
the case of any Overpayment, Executive shall, at the direction and expense of
the Company, take such steps as are reasonably necessary (including the filing
of returns and claims for refund), follow reasonable instructions from, and
procedures established by, the Company, and otherwise reasonably cooperate with
the Company to correct such Overpayment, provided, however, that (i) Executive
shall not in any event be obligated to return to the Company and amount greater
than the net after-tax portion of the Overpayment that he has retained or as
recovered as a refund from the applicable taxing authorities and (ii) this
provision and all other provisions in this Agreement shall be interpreted in a
manner consistent with the intent of this Section, which is to make Executive
whole, on an after-tax basis, from the application of the Excise Taxes, it
being acknowledged and understood that the correction of an Overpayment may
result in Executive repaying to the Company and amount which is less than
Overpayment.


(5)                   Executive
shall notify the Company in writing of any claim by the Internal Revenue
Service relating to the possible application of the Excise Tax under Section
4999 of the Code to any of the payments and amounts referred to herein and
shall afford the Company, at its expense, the opportunity to control the
defense of such claims.


(6)                   Executive
shall cooperate with any reasonably requests by the company in connection with
any contests or disputes with the Internal Revenue Service in connection with
the Excise Tax and shall be reimbursed by the Company, on an after-tax basis,
for all costs, expenses, interest and penalties incurred by Executive in
connection with any such contest or dispute.


5.             RELEASE. Any and all amounts payable
and benefits or additional rights provided pursuant to this Agreement upon
Executive’s termination of employment, beyond Accrued Amounts, shall only be
payable if Executive delivers to the Employing Company a general release of all
claims of Executive occurring up to the release date in the form of Exhibit A
hereto (with such changes therein as may be necessary to make it valid and
encompassing under applicable law) within 21 days of presentation thereof by
the Employing Company to Executive.


6.             (a)           CONFIDENTIALITY.  Executive agrees that he shall not, directly
or indirectly, use, make available, sell, disclose or otherwise


 



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communicate to any
person, other than in the course of Executive’s assigned duties and for the
benefit of the Employing Company, either during the period of Executive’s
employment or at any time thereafter, any nonpublic, proprietary or
confidential information, knowledge or data relating to the Employing Company,
any of its subsidiaries, affiliated companies or businesses, which shall have
been obtained by Executive during Executive’s employment by the Employing
Company. The foregoing shall not apply to information that (i) was known to the
public prior to its disclosure to Executive; (ii) becomes known to the public
subsequent to disclosure to Executive through no wrongful act of Executive or
any representative of Executive; or (iii) Executive is required to disclose by
applicable law, regulation or legal process (provided that Executive provides
the Employing Company with prior notice of the contemplated disclosure and
reasonably cooperates with the Employing Company at its expense in seeking a
protective order or other appropriate protection of such information).  Notwithstanding clauses (i) and (ii) of the
preceding sentence, Executive’s obligation to maintain such disclosed
information in confidence shall not terminate where only portions of the
information are in the public domain.


(b)           NONSOLICITATION.  During Executive’s employment with the
Employing Company and for the one year period thereafter, Executive agrees that
he will not, directly or indirectly, individually or on behalf of any other
person, firm, corporation or other entity, knowingly solicit, aid or induce (i)
any managerial level employee of the Employing Company or any of its
subsidiaries or affiliates to leave such employment in order to accept
employment with or render services to or with any other person, firm,
corporation or other entity unaffiliated with the Employing Company or
knowingly take any action to materially assist or aid any other person, firm,
corporation or other entity in identifying or hiring any such employee or (ii)
any customer of the Employing Company or any of its subsidiaries or affiliates
to purchase goods or services then sold by the Employing Company or any of its
subsidiaries or affiliates from another person, firm, corporation or other
entity or assist or aid any other persons or entity in identifying or
soliciting any such customer.


(c)           NONCOMPETITION. Executive
acknowledges that he performs services of a unique nature for the Employing
Company that are irreplaceable, and that his performance of such services to a
competing business will result in irreparable harm to the Employing Company.
Accordingly, during Executive’s employment by the Employing Company hereunder
and for the one year period thereafter, Executive agrees that he will not,
directly or indirectly, own, manage, operate, control, be employed by (whether
as an employee, consultant, independent contractor or otherwise, and whether or
not for compensation) or render services to any person, firm, corporation or
other entity, in whatever form, engaged in any business of the same type as any
business in which the Employing Company or any of its subsidiaries or
affiliates is


 



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engaged on the date of
termination or in which they have proposed, on or prior to such date, to be
engaged in on or after such date and in which Executive has been involved to
any extent (other than de minimis) at any time during the 12-month period
ending with the date of termination, in any locale of any country in which the
Employing Company conducts business. This Section 6(c) shall not prevent
Executive from owning not more than one percent of the total shares of all classes
of stock outstanding of any publicly held entity engaged in such business, nor
will it restrict Executive from rendering services to charitable organizations,
as such term is defined in Section 501(c)(3) of the Code.  In addition, Parent acknowledges and agrees
that Executive’s continued employment by the Company and its subsidiaries and
affiliates following the Separation shall not be deemed to violate the
restrictions of this Section 6(c) as applicable to Executive’s employment by
Parent.


(d)            NONDISPARAGEMENT. Each of Executive
and the Employing Company (for purposes hereof, Employing Company shall mean
only the executive officers and directors thereof and not any other employees)
agrees not to make any public statements that disparage the other party, or in
the case of the Employing Company, its respective affiliates, employees,
officers, directors, products or services. 
Notwithstanding the foregoing, statements made in the course of sworn
testimony in administrative, judicial or arbitral proceedings (including,
without limitation, depositions in connection with such proceedings) shall not
be subject to this Section 6(d).


                                (e)           EQUITABLE RELIEF AND OTHER REMEDIES.
Executive acknowledges and agrees that the Employing Company’s remedies at law
for a breach or threatened breach of any of the provisions of this Section
would be inadequate and, in recognition of this fact, Executive agrees that, in
the event of such a breach or threatened breach, in addition to any remedies at
law, the Employing Company, without posting any bond, shall be entitled to
obtain equitable relief in the form of specific performance, temporary
restraining order, a temporary or permanent injunction or any other equitable
remedy which may then be available.


(f)            REFORMATION. If it is determined by a
court of competent jurisdiction in any state that any restriction in this
Section 6 is excessive in duration or scope or is unreasonable or unenforceable
under the laws of that state, it is the intention of the parties that such restriction
may be modified or amended by the court to render it enforceable to the maximum
extent permitted by the law of that state.


(g)           SURVIVAL OF PROVISIONS. The
obligations contained in this Section 5 shall survive the termination or
expiration of Executive’s employment with the Employing Company and shall be
fully enforceable thereafter.



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7.             ASSIGNMENTS.


(a)           This Agreement is personal to each of
the parties hereto. Except as provided in Section 7(b) below, no party may
assign or delegate any rights or obligations hereunder without first obtaining
the written consent of the other party hereto.


(b) Parent or Company (as
applicable) may assign this Agreement to any successor to all or substantially
all of the business and/or assets of the “Healthcare” business segment (before
the Separation) or the Company (thereafter); provided that Parent or Company
(as applicable) shall require such successor to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that Parent or
Company (as applicable) would be required to perform it if no such succession
had taken place.


7.             NOTICE.  For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given (i) on the date of delivery if
delivered by hand, (ii) on the date of transmission, if delivered by confirmed
facsimile, (iii) on the first business day following the date of deposit if
delivered by guaranteed overnight delivery service, or (iv) on the fourth
business day following the date delivered or mailed by United States registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:


	
  

  	
   

  	
  If to Executive:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  At the address (or to the facsimile number)

  
	
   

  	
   

  	
  shown on the records of the Employing Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If to Parent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tyco International Ltd.

  
	
   

  	
   

  	
  The Zurich Centre

  
	
   

  	
   

  	
  Second Floor

  
	
   

  	
   

  	
  90 Pitts Bay Road

  
	
   

  	
   

  	
  Pembroke, HMO8, Bermuda

  
	
   

  	
   

  	
  Attention: Corporate Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If to Company:

  
	
   

  	
   

  	
   

  



 



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  Tyco Healthcare Ltd.

  
	
   

  	
   

  	
  The Zurich Centre

  
	
   

  	
   

  	
  Second Floor

  
	
   

  	
   

  	
  90 Pitts Bay Road

  
	
   

  	
   

  	
  Pembroke, HMO8, Bermuda

  
	
   

  	
   

  	
  Attention: Corporate Secretary

  



 


or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon
receipt.


9.             SECTION HEADINGS; INCONSISTENCY. The
section headings used in this Agreement are included solely for convenience and
shall not affect, or be used in connection with, the interpretation of this
Agreement. In the event of any inconsistency between the terms of this
Agreement and any form, award, plan or policy of Parent or Company, the terms
of this Agreement shall control.


10.           SEVERABILITY. The provisions of this
Agreement shall be deemed severable and the invalidity of unenforceability of
any provision shall not affect the validity or enforceability of the other
provisions hereof.


11.           COUNTERPARTS. This Agreement may be
executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same
instruments.


12.           ARBITRATION. Any dispute or
controversy arising under or in connection with this Agreement, other than
injunctive relief under Section 6(e) hereof or damages for breach of Section 6,
shall be settled exclusively by arbitration, conducted before a single
arbitrator in New York, New York in accordance with the J*A*M*S/ENDISPUTE
Streamlined Arbitration Rules and Procedures or J*A*M*S/ENDISPUTE Comprehensive
Arbitration Rules and Procedures, as applicable, but expressly excluding Rule
28 of the J*A*M*S/ENDISPUTE Streamlined Rules (Final Offer (or Baseball)
Arbitration Option) and Rule 33 of the J*A*M*S/ENDISPUTE Comprehensive Rules
(Final Offer (or Baseball) Arbitration Option), as the case may be (or any successor
provisions). The arbitrator will be a former or retired judge selected from a
list of those affiliated with J*A*M*S/ ENDISPUTE. The arbitrator will have the
authority to permit discovery and to follow the procedures that he or she
determines to be appropriate. The arbitrator will have no power to award
consequential (including lost profits), punitive or exemplary damages. The
decision of the arbitrator will be final and binding upon the parties hereto.
Judgment may be entered on the arbitrator’s award in any court having
jurisdiction. The Employing Company shall bear all costs and expenses arising
in connection with any arbitration proceeding



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pursuant to this Section
12 (including, without limitation, all reasonable legal fees incurred by
Executive in connection with such arbitration.


13.           INDEMNIFICATION. The Employing
Company hereby agrees to indemnify Executive and hold him harmless to the
fullest extent permitted by law and under the by-laws of the company against
and in respect to any and all actions, suits, proceedings, claims, demands,
judgments, costs, expenses (including reasonable attorney’s fees), losses, and
damages resulting from Executive’s good faith performance of his duties and
obligations with the Employing Company.


14.           LIABILITY INSURANCE. The Employing
Company shall cover Executive under directors and officers liability insurance
both during his employment by the Employing Company and, while potential
liability exists, thereafter in the same amount and to the same extent as the
Employing Company covers its other officers and directors.


15.           MISCELLANEOUS.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by Executive and such officer or director as
may be designated by the Employing Company’s Board. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. This Agreement
together with all exhibits hereto sets forth the entire agreement of the
parties hereto in respect of the subject matter contained herein. No agreements
or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly
set forth in this Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York without regard to its conflicts of law principles.


16.           FULL SETTLEMENT.  Except as set forth in this Agreement, the
Employing Company’s obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any circumstances, including without limitation, set-off,
counterclaim, recoupment, defense or other claim, right or action which the
Employing Company may have against Executive or others, except to the extent
any amounts are due the Employing Company or its subsidiaries or affiliates
pursuant to a judgment against Executive. 
In no event shall Executive be obliged to seek other employment or take
any other action by way of mitigation of the amounts payable to Executive under
any of the provisions of this Agreement, nor shall the



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amount of any payment
hereunder be reduced by any compensation earned by Executive as a result of
employment by another employer.


17.           WITHHOLDING.  The Employing Company may withhold from any
and all amounts payable under this Agreement such federal, state and local
taxes as may be required to be withheld pursuant to any applicable law or
regulation.


18.           COMPLIANCE WITH CODE SECTION 409A.  If payment or
provision of any amount or benefit hereunder at the time specified in this
Agreement would fail to comply with the provisions of Section 409A of the Code
because Executive is treated as a “specified” employee (within the meaning of
Section 409A(a)(2)(B)(i) of the Code), then such amount or benefit shall not be
paid or provided at the time otherwise specified in this Agreement, but instead
shall be paid or provided on the date that is six (6) months after the date of
separation from service (or, if earlier, the date of Executive’s death). In
addition, to the extent that any regulations or guidance issued under Code
§409A (after application of the previous provision of this paragraph) would
result in Executive being subject to the payment of interest or any additional
tax under Code §409A, the Employing Company and Executive agree, to the extent
reasonably possible, to amend this Agreement in order to avoid the imposition
of any such interest or additional tax under Code §409A, which amendment shall
have the minimum economic effect necessary on Executive and be reasonably
determined in good faith by the Employing Company and Executive.


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


	
   

  	
  TYCO HEALTHCARE LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  David Carrick

  	
   

  	
   

  
	
   

  	
  Name:David Carrick

  	
   

  
	
   

  	
  Title: Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RICHARD S. MEELIA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Richard S. Meelia

  	
   

  	
   

  
						



 



 13
 






 



EXHIBIT A


FORM OF RELEASE


AGREEMENT AND
GENERAL RELEASE


Tyco Healthcare
Ltd., its affiliates, subsidiaries, divisions, successors and assigns and the
current, future and former employees, officers, directors, trustees and agents
thereof (collectively referred to throughout this Agreement as “Employer”) and
Richard S. Meelia, his heirs, executors, administrators, successors and assigns
(collectively referred to throughout this Agreement as “Employee”) agree:


1.             LAST DAY OF EMPLOYMENT. Employee’s
last day of employment with Employer is DATE. In addition, effective as of
DATE, Employee resigns from his position as Chief Executive Officer [of the
Employer’s Healthcare business segment] [Tyco healthcare Ltd.] and will not be
eligible for any benefits or compensation after DATE, other than as
specifically provided in Section 3 of the employment agreement between Tyco
Healthcare Ltd. and Employee dated as of _________________ (the “Employment
Agreement”), subject to the Employee’s executing, delivering and not revoking
Appendix 1 hereto. Employee further acknowledges and agrees that, after DATE,
he will not represent himself as being a director, employee, officer, trustee,
agent or representative of the Employer for any purpose and will not make any
public statements relating to the Employer, other than general statements
relating to his position, title or experience with the Employer, subject to the
confidentiality provision under Section 6(a) of the Employment Agreement and in
no event will the Employee make any statements as an agent or representative of
the Employer. In addition, effective as of DATE, Employee resigns from all
offices, directorships, trusteeships, committee memberships and fiduciary
capacities held with, or on behalf of, the Employer or any benefit plans of the
Employer. These resignations will become irrevocable as set forth in Section 3
below.


2.             CONSIDERATION. The parties
acknowledge that this Agreement and General Release is being executed in
accordance with Section 5 of the Employment Agreement.


3.             REVOCATION. Employee may revoke
this Agreement and General Release for a period of seven (7) calendar days
following the day he executes this Agreement and General Release. Any
revocation within this period must be submitted, in writing, to the Employer
and state, “I hereby revoke my acceptance of our Agreement and General Release.”
The revocation must be



 14
 






 



personally delivered to
SENIOR VICE PRESIDENT OF HUMAN RESOURCES’ NAME, or her designee, or mailed to
the Employer at the notice address set forth in the Employment Agreement and
postmarked within seven (7) calendar days of execution of this Agreement and
General Release. This Agreement and General Release shall not become effective
or enforceable until the revocation period has expired. If the last day of the
revocation period is a Saturday, Sunday, or legal holiday in New York, then the
revocation period shall not expire until the next following day which is not a
Saturday, Sunday, or legal holiday.


4.             GENERAL RELEASE OF CLAIMS. Employee
knowingly and voluntarily releases and forever discharges Employer from any and
all claims, causes of action, demands, fees and liabilities of any kind
whatsoever, whether known and unknown, against Employer, Employee has, has ever
had or may have as of the date of execution of this Agreement and General
Release, including, but not limited to, any alleged violation of:


— The National
Labor Relations Act, as amended;


— Title VII of the
Civil Rights Act of 1964, as amended;


— The Civil Rights
Act of 1991;


— Sections 1981
through 1988 of Title 42 of the United States Code, as amended;


— The Employee
Retirement Income Security Act of 1974, as amended;


— The Immigration
Reform and Control Act, as amended;


— The Americans
with Disabilities Act of 1990, as amended;


— The Age
Discrimination in Employment Act of 1967, as amended;


— The Older Workers
Benefit Protection Act of 1990;


— The Worker
Adjustment and Retraining Notification Act, as amended;


— The Occupational
Safety and Health Act, as amended;


— The Family and
Medical Leave Act of 1993;


— The STATE Civil
Rights Act, as amended;


— The STATE Minimum
Wage Law, as amended;



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— Equal Pay Law
for STATE, as amended;


— Any other federal, state or local civil or human
rights law or any other local, state or federal law, regulation or ordinance;


— Any public
policy, contract, tort, or common law; or


— Any allegation
for costs, fees, or other expenses including attorneys’ fees incurred in these
matters.


Notwithstanding
anything herein to the contrary, the sole matters to which the Agreement and
General Release do not apply are: (i) the Employee’s rights of indemnification
and directors and officers liability insurance coverage to which he was
entitled immediately prior to DATE with regard to his service as an officer of
the Employer (including, without limitation, under Sections 13 and 14 of the
Employment Agreement); (ii) the Employee’s rights under any tax-qualified
pension or claims for accrued vested benefits under any other employee benefit
plan, policy or arrangement maintained by the Employer or under COBRA; (iii)
the Employee’s rights under the provisions of the Employment Agreement which
are intended to survive termination of employment; or (iv) the Employee’s
rights as a stockholder.


5.             NO CLAIMS PERMITTED.  Employee waives his right to file any charge
or complaint against Employer arising out of his employment with or separation
from Employer before any federal, state or local court or any state or local
administrative agency, except where such waivers are prohibited by law. This
Agreement, however, does not prevent Employee from filing a charge with the
Equal Employment Opportunity Commission, any other federal government agency,
and/or any government agency concerning claims of discrimination, although
Employee waives his right to recover any damages or other relief in any claim
or suit brought by or through the Equal Employment Opportunity Commission or
any other state or local agency on behalf of Employee under the Age
Discrimination In Employment Act, Title VII of the Civil Rights Act of 1964 as
amended, the Americans with Disabilities Act, or any other federal or state
discrimination law, except where such waivers are prohibited by law.


6.             AFFIRMATIONS. Employee affirms he
has not filed, has not caused to be filed, and is not presently a party to, any
claim, complaint, or action against Employer in any forum or form. Employee
further affirms that he has been paid and/or has received all compensation,
wages, bonuses, commissions, and/or benefits to which he may be entitled and no
other compensation, wages, bonuses, commissions and/or benefits are due to him,
except as provided in



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Section 3 of the
Employment Agreement. Employee also affirms he has no known workplace injuries.


7.             CONFIDENTIALITY; COOPERATION; RETURN
OF PROPERTY. Employee agrees not to disclose any information regarding the
circumstances surrounding the cessation of his employment, or the existence,
terms, or conditions of this Agreement and General Release, to any person or
entity whatsoever, including without limitation, any members of the media
(including, but not limited to, print journalists, newspapers, radio,
television, cable, satellite programs, or Internet media) or any Internet web
page or “chat room,” or any other entity or person, with the exception of
Employee’s spouse, accountant, tax advisor, and/or attorneys. Notwithstanding
the aforementioned provision, nothing herein shall preclude, Employee from
divulging any information to any agency of the federal, state, or local
government pursuant to an official request by such government agency or
pursuant to court order (provided that the Employee provides the Employer with
prior notice of the contemplated disclosure and reasonably cooperates with the
Employer at its expense in seeking a protective order or other appropriate
protection of such information). Employee agrees to reasonably cooperate with
the Employer and its counsel in connection with any investigation,
administrative proceeding or litigation relating to any matter that occurred
during his employment in which he was involved or of which he has knowledge.
The Employer will reimburse the Employee for any reasonable pre-approved
out-of-pocket travel, delivery or similar expenses incurred in providing such
service to the Employer. Employee represents that he has returned to the
Employer all property belonging to the Employer, including but not limited to
any leased vehicle, laptop, cell phone, keys, access cards, phone cards and
credit cards.


8.             GOVERNING LAW AND INTERPRETATION.
This Agreement and General Release shall be governed and conformed in
accordance with the laws of the State of New York without regard to its
conflict of laws provision. In the event Employee or Employer breaches any
provision of this Agreement and General Release, Employee and Employer affirm
either may institute an action to specifically enforce any term or terms of
this Agreement and General Release. Should any provision of this Agreement and
General Release be declared illegal or unenforceable by any court of competent
jurisdiction and should the provision be incapable of being modified to be
enforceable, such provision shall immediately become null and void, leaving the
remainder of this Agreement and General Release in full force and effect.
Nothing herein, however, shall operate to void or nullify any general release
language contained in the Agreement and General Release.


9.             NONADMISSION OF WRONGDOING.
Employee agrees neither this Agreement and General Release nor the furnishing
of the consideration for this 



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Release shall be deemed
or construed at any time for any purpose as an admission by Employer of any
liability or unlawful conduct of any kind.


10.           AMENDMENT. This Agreement and General
Release may not be modified, altered or changed except upon express written
consent of both parties wherein specific reference is made to this Agreement
and General Release.


11.           ENTIRE AGREEMENT. This Agreement and
General Release sets forth the entire agreement between the parties hereto and
fully supersedes any prior agreements or understandings between the parties;
provided, however, that notwithstanding anything in this Agreement and General
Release, the provisions in the Employment Agreement which are intended to
survive termination of the Employment Agreement, including but not limited to
those contained in Section 6 thereof, shall survive and continue in full force
and effect. Employee acknowledges he has not relied on any representations,
promises, or agreements of any kind made to him in connection with his decision
to accept this Agreement and General Release.


EMPLOYEE HAS BEEN
ADVISED THAT HE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS
AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH
AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.


                EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR
OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT
IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.


HAVING ELECTED TO
EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH
HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS IN SET FORTH IN THE EMPLOYMENT
AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS
INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE
ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST EMPLOYER.



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IN WITNESS WHEREOF, the
parties hereto knowingly and voluntarily executed this Agreement and General
Release as of the date set forth below:


	
  

  	
   

  	
  Tyco Healthcare Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  RICHARD S. MEELIA

  	
   

  	
   

  	
  SENIOR VICE PRESIDENT OF

  
	
   

  	
   

  	
   

  	
  HUMAN RESOURCES’ NAME

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
								



 


MR. RICHARD S. MEELIA


Re: Agreement and
General Release


Dear Rich:


This letter
confirms that on DATE, I personally sent to you the enclosed Agreement and
General Release. You have until DATE to consider this Agreement and General
Release, in which you waive important rights, including those under the  Age Discrimination in Employment Act of 1967.
To this end, we advise you to consult with an attorney of your choosing prior
to executing this Agreement and General Release.


	
   

  	
  Regards,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SENIOR VICE PRESIDENT OF

  	
   

  
	
   

  	
  HUMAN RESOURCES’ NAME

  	
   

  
	
   

  	
  [Tyco International Ltd.]

  	
   

  
	
   

  	
  [Tyco Healthcare Ltd.]

  	
   

  



 



 19
 






 



APPENDIX 1


SENIOR VICE PRESIDENT OF

HUMAN RESOURCES’ NAME

[Tyco International Ltd.] [Tyco Healthcare Ltd.]


Re: Agreement and
General Release


Dear NAME,


On __________
[date] I executed an Agreement and General Release between [Tyco Healthcare
Ltd.] and me. I was advised by [Tyco Healthcare Ltd.], in writing, to consult
with an attorney of my choosing, prior to executing this Agreement and General
Release.


More than seven
(7) calendar days have expired since I executed the above-mentioned Agreement
and General Release. I have at no time revoked my acceptance or execution of
that Agreement and General Release and hereby reaffirm my acceptance of it.
Therefore, in accordance with the terms of our Agreement and General Release, I
request payment of the monies and benefits described in Section 3 of the Employment
Agreement.


	
  

  	
  Regards,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signed:

  	
   

  	
   

  
	
   

  	
   

  	
  RICHARD S. MEELIA

  	
   

  



 



 20