exv10w16



 





EXHIBIT
10.16




HILLENBRAND, INC.




Executive Deferred Compensation Program




     WHEREAS, in accordance with that certain Distribution Agreement (as defined below),
Hillenbrand Industries, Inc. (to be re-named Hill-Rom Holdings, Inc. prior to or effective upon the
Distribution referred to below and hereinafter referred to in these recitals as “RemainCo” or
“Hill-Rom Holdings, Inc.”) proposes to distribute its entire ownership interest in Batesville
Holdings, Inc. (to be re-named Hillenbrand, Inc. prior to or effective upon the Distribution and
hereinafter referred to in these recitals as “SpinCo or “Hillenbrand, Inc.”) through a pro-rata
distribution of all of the outstanding shares of SpinCo common stock then owned by RemainCo to the
holders of RemainCo common stock (“Distribution”); and



     WHEREAS, RemainCo and SpinCo have entered into that certain Employee Matters Agreement (as
defined below) for the purpose of continuing benefits for the pre-Distribution directors, employees
and consultants of RemainCo and its subsidiaries; and



     WHEREAS, in accordance with Section 6.3 of the Employee Matters Agreement, SpinCo is to adopt
and implement an Executive Deferred Compensation Program with features that are comparable to the
Hillenbrand Industries, Inc. Executive Deferred Compensation Program to be effective as of the date
of the consummation of the transactions contemplated by the Distribution Agreement; and



     WHEREAS, effective as of the date of the consummation of the transactions contemplated by the
Distribution Agreement (the “Effective Date”), Hillenbrand, Inc. establishes the Hillenbrand, Inc.
Executive Deferred Compensation Program (the “Program”) to provide a nonqualified deferred
compensation benefits to certain selected key executives of the Employer (as defined below), SpinCo
Participants (as defined below) and certain Prior Program Participants (as defined below).



ARTICLE I

PURPOSE AND DEFINITIONS





	1.1	 	Purpose. The purpose of this Program is to provide voluntary deferrals of portions of a
Participant’s compensation to be paid by Hillenbrand, Inc. and its Subsidiaries.






	1.2	 	Definitions:




 









 












	 	(a)	 	“Base Salary” means the annual calendar earnings of a Participant including
wages and salary as reported for federal income tax purposes, but excluding all bonus
payments of any kind, commissions, incentive compensation, equity based compensation,
long term performance compensation, perquisites and other forms of additional
compensation.
	 
	 	(b)	 	“Beneficiary” means, with respect to payments related to Deferred Compensation,
the person, persons, trust or other entity designated by the Participant to receive any
benefits payable under the Deferred Compensation Payment Guidelines.
	 
	 	(c)	 	“Board of Directors” or “Board” means the Board of Directors of Hillenbrand,
Inc.
	 
	 	(d)	 	“Committee” means the Compensation and Management Development Committee of the
Board appointed to administer the Program under Article II.
	 
	 	(e)	 	“Common Stock” means the common stock of the Company.
	 
	 	(f)	 	“Company” means Hillenbrand, Inc. and does not include Subsidiaries.
	 
	 	(g)	 	“Deferred Compensation” means the cumulative amount credited to an account
maintained for a Participant pursuant to Section 4.2.
	 
	 	(h)	 	“Deferral Election” means the written election made by a Participant on the
Deferral Elections Checklist form as timely submitted and accepted by the Committee.
	 
	 	(i)	 	“Disability” means a physical or mental disability by reason of which a
Participant is determined by the Office of the President or its delegate, to be
eligible (except for the waiting period) for permanent disability benefits under Title
II of the Federal Social Security Act.
	 
	 	(j)	 	“Distribution Agreement” means the Distribution Agreement by and between
Hillenbrand Industries, Inc. and Batesville Holdings, Inc. dated as of March ___, 2008.




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	 	(k)	 	“Employee Matters Agreement” means the Employee Matters Agreement by and
between Hillenbrand Industries, Inc. and Batesville Holdings, Inc. dated as of March
___, 2008.
	 
	 	(l)	 	“Employer” means Hillenbrand, Inc., and its Subsidiaries.
	 
	 	(m)	 	“Incentive Compensation” means the Incentive Compensation as provided for in
the Hillenbrand, Inc. Short-Term Incentive Compensation Program.
	 
	


	 	(n)	 	“Participant” means any SpinCo Participant
and Prior Program Participant as set forth in Section 3.1 and any
individual who is a non-bargained for, key employee of the Employer and is selected for
participation in the Program pursuant to Article III.
	                                                        
	 
	 	(o)	 	“Perquisite Compensation” means a variety of benefits offered to a Participant
to aid him or her in carrying out his or her duties, to provide for the Participant’s
well being, and to create the potential for added long-term financial security.
	 
	 	(p)	 	“Plan Year” means the twelve (12) month period ending on the December 31 of
each year during which this Plan is in effect, provided that the first Plan Year shall
commence on the Effective Date and end on December 31 of the calendar year in which the
Effective Date occurs.
	 
	 	(q)	 	“Prior Deferrals” means amounts deferred by Participants prior to January 1,
2005 under the Hillenbrand Industries, Inc. Executive Deferred Compensation Program in
effect prior to January 1, 2005 (including earnings credited on such amounts through
and after January 1, 2005) and not distributed prior to January 1, 2005.
	 
	 	(r)	 	“Prior Program” means the Hillenbrand Industries, Inc. Executive Deferred
Compensation Program as in effect immediately prior to the Effective Date.
	 
	 	(s)	 	“Prior Program Participant” means any participant in the Prior Program who had
an account under Section 4.2(b) of the Prior Program which was assumed to be invested
in common stock of Hillenbrand Industries, Inc.




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	 	(t)	 	“Program” or “Plan” means the Hillenbrand, Inc. Executive Deferred Compensation
Program.
	 
	 	(u)	 	“RemainCo Participant” shall have the meaning set forth in Section 1.1 of the
Employee Matters Agreement.
	 
	 	(v)	 	“SpinCo Participant” shall have the meaning as set forth in Section 1.1 of the
Employee Matters Agreement.
	 
	 	(w)	 	“Subsidiary” means an operating company unit of which a majority equity
interest is owned directly or indirectly by the Company.





ARTICLE II

ADMINISTRATION




     Full power and authority to construe, interpret, and administer the Program is vested in the
Committee. Decisions of the Committee are final, conclusive and binding upon all parties,
including the Employer, the Company and its shareholders and the Participants.



ARTICLE III

PARTICIPANTS





	3.1	 	Participants as of the Effective Date. As of the Effective Date, a Participant in the Plan
shall include (i) any SpinCo Participant who, as of the day before the Effective Date has an
account balance pursuant to Section 4.2 of the Prior Program, and (ii) any Prior Program
Participant.






	3.2	 	Participants after the Effective Date. Except as provided in Section 3.1, participation in
this Program by executive employees of the Employer shall be determined by the Committee.





ARTICLE IV

DEFERRAL OF COMPENSATION





	4.1	 	Election to Defer Compensation/Deferral Period. A Participant may elect to defer all or any
portion of his or her Base Salary, Incentive Compensation and/or Perquisite




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	 	 	Compensation. A Participant’s written election to defer any compensation must be made
before the beginning of the period of service, ordinarily a fiscal year or Plan Year
(depending on the type of compensation), during which services are performed for which such
compensation would otherwise be paid. The election must state the duration of the deferral
period, and shall be irrevocable. Participants deferring compensation shall execute a
Deferred Compensation Agreement (the “Agreement”) with the Company (an example of which is
attached hereto as Exhibit “A”), outlining their various rights, duties and obligations
thereunder. Notwithstanding the foregoing, any and all elections made by a Participant to
defer as set forth in Section 4.1 of the Prior Program that are in effect as of the date
before the Effective Date shall continue to be in effect as deferral elections under Section
4.1 of this Program.






	4.2	 	Deferred Compensation – Base Salary, Incentive Compensation and Perquisite Compensation.






	 	(a)	 	When earned, amounts deferred from a Participant’s Base Salary, Incentive
Compensation and Perquisite Compensation shall be credited, but not paid, to an account
in the name of the Participant and shall accrue interest credited monthly at the end of
each of the Company’s fiscal months at a rate which is equal to the monthly prime
interest rate (determined as of the first day of each month) charged by the Company’s
principal bank, or, at the election of the Committee, Participants selected by the
Committee may be credited at such other rate or rates as may be determined by the
Committee. At the end of the deferral period, payment shall be made in cash.
Notwithstanding the foregoing and except for Prior Program Participants who are
RemainCo Participants, as of the Effective Date, the account balance of any such
Participant under Section 4.2(a) of the Prior Program as of the day before the
Effective Date shall be the opening account balance for such Participant under Section
4.2(a) of this Program. Except for Prior Program Participants who are RemainCo
Participants, as of the Effective Date, a Participant’s account under Section 4.2(a) of
the Prior Program shall be cancelled and forfeited by the Participant, and such
Participant shall, on or after the Effective Date, only receive a distribution of his
or her account under Section 4.2(a) of this Program and shall not receive a
distribution of all or any portion of an account maintained under Section 4.2(a) of the
Prior Program.
	 
	 	(b)	 	In the alternative, a Participant may elect, with Committee approval, that
Incentive Compensation amounts deferred when earned shall be credited, but not paid, to
an account in the name of the Participant which shall be assumed to be invested in
Common Stock at the then current market price. Dividends, stock dividends, stock
splits and other rights inuring to the Common Stock which would be normally payable
thereon shall be assumed to be reinvested in the Common Stock at the market value on
the date of assumed payment. Such election shall be made prior to the period during
which the amount is earned and, once made, shall




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	 	 	 	be irrevocable. At the end of the deferral period, payment shall be made in shares
of Common Stock.
	 
	 	(c)	 	As of the Effective Date, the opening account balance of any Participant under
Section 4.2(b) of this Program shall be the number of shares assumed to be invested in
Common Stock as set forth in Section 6.3(b)(ii) of the Employee Matters Agreement.






	4.3	 	Securities Law Requirements. Each distribution under this Program shall be subject
to the requirement that, if at any time the Committee shall determine that (i) the listing,
registration or qualification of the Common Stock to be distributed upon any securities
exchange or market or under any state or federal law, or (ii) the consent or approval of any
government regulatory body with respect to such distribution or (iii) an agreement by the
Participant with respect to the disposition of Common Stock distributed under this Program is
necessary or desirable in order to satisfy any legal requirements, such distribution shall not
be made, in whole or in part, unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee. The Company shall have no obligation to effect any registration
or qualification of the Common Stock under federal or state laws or to compensate a
Participant for any loss resulting from the application of this Section.
	 
	4.4	 	Death Benefits. In the event of a Participant’s death, the benefit payable to the
Participant under this Program shall be paid to his Beneficiary.





ARTICLE V

DISTRIBUTIONS





	5.1	 	Distribution Elections. For a Participant, the Company will pay deferred compensation in
compliance with the most recent signed and dated Deferral Election on file with the Company.
In no circumstance (except for hardship as determined by the Committee as set forth in Article
VI and except as provided in Section 5.2. below) will payment be made to a Participant before
the distribution payment date elected by the Participant. Notwithstanding the forgoing, any
and all elections made by a Participant with respect to distributions and/or payments as set
forth in Section 5.1 of the Prior Program and are in effect as of the date before the
Effective Date shall continue to be in effect as distribution and/or payment elections under
Section 5.1 of this Program.
	 
	5.2	 	Prior Deferrals. With respect to all Prior Deferrals, in the circumstance where either a
Participant dies or a Participant becomes totally and permanently disabled then the




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	 	 	Committee in its sole discretion, and with the Participant’s prior deferral payment election
not withstanding, may elect to pay to the Participant or designated beneficiary, deferred
cash and/or Common Stock compensation in (i) in a lump sum on the termination or disability
date or earliest practical date thereafter or (ii) in a lump sum on the first workday in the
next calendar year following termination or disability.






	5.3	 	Distribution Periods. Distribution date or dates as elected by Participant may be no longer
than fifteen (15) years from the normal retirement date of Participant and may be elected as
lump sum or stream of equal annual payments of no more than fifteen (15) installments.
	 
	5.4	 	Deferral of Distribution. A Participant shall be permitted to change the distribution date
or dates to a later (not an earlier) date by completing a new Deferral Election which is
delivered to the Committee, on such advance time period as may be determined from time to time
by the Committee, but must be before the earlier of the date on which the Participant ceases
to be employed by the Company or 12 months in advance of the date on which distribution would
have been made but for the change in election; provided, however, that any completed Deferral
Election which was not received prior to the dates described above shall be null and void.
Each new re-deferral must delay payment by at least five (5) years from the applicable prior
elected distribution date or dates.





ARTICLE VI

FINANCIAL HARDSHIP




     A withdrawal of Deferred Compensation credited to a Participant’s account prior to the
termination of the deferral period shall be permitted in the event the Participant experiences a
severe financial hardship which is beyond the Participant’s control and which would cause the
Participant severe hardship if such withdrawal were not permitted. A severe financial hardship
may result from an illness or accident of the Participant and the Participant’s spouse or
dependents, the loss of the Participant’s or Beneficiary’s property due to casualty, the imminent
foreclosure of or eviction from the Participant’s or Beneficiary’s primary residence, the need to
pay medical expenses and prescription drug medication, or the need to pay funeral expenses of a
spouse or dependent. Any Participant desiring such withdrawal by reason of serious financial
hardship must apply to the Committee and demonstrate that the circumstances being experienced were
not under the Participant’s control and constitute a real emergency which is likely to cause
severe financial hardship. The Committee shall have the authority to require such medical or other
evidence as it may need to determine the necessity for Participant’s withdrawal request.



     If such application for withdrawal is permitted, the amount of such withdrawal shall be
limited to an amount reasonably necessary to satisfy the emergency need, and the Committee must
take into account any additional compensation available. The allowed amount of withdrawal shall be
payable in lump sum or Common Stock certificate promptly after notice to the Participant of
approval by the Committee. If a Participant makes a withdrawal, the amount



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of the Participant’s account under the Program shall be proportionately reduced to reflect
such withdrawal. The balance of the Participant’s account, if any, shall be payable according to
otherwise applicable provisions of the Program.



ARTICLE VII

FINALITY OF DETERMINATION




     Each determination made by the Committee shall be final, binding and conclusive for all
purposes and upon all persons. The Committee may rely conclusively on the determinations made by
and information received from the Company’s independent public accountants or the Employer
employees with respect to action of the Committee.



ARTICLE VIII

OFFSET FOR OBLIGATIONS TO EMPLOYER




     If, at such time as the Participant becomes entitled to benefit payments hereunder, the
Participant has any debt, obligation or other liability representing an amount owing to the Company
or any Subsidiary, and if such debt, obligation, or other liability is due and owing at the time
benefit payments are payable hereunder, the Employer may offset the amount owed the Company or the
Subsidiary against the amount of benefits otherwise distributable hereunder.



ARTICLE IX

RIGHTS OF A PARTICIPANT




     Payments under this Program will not be segregated from the general funds of the Employer and
no Participant will have any claim on any specific assets of the Employer. To the extent that any
Participant acquires a right to receive benefits under this Program, his or her right will be no
greater than the right of any unsecured general creditor of the Employer and is not assignable or
transferable except to his or her Beneficiary or estate.



ARTICLE X

DETERMINATION OF BENEFITS





	10.1	 	Claim. A person who believes that he is being denied a benefit to which he is entitled under
the Program (hereinafter referred to as a “Claimant”) may file a written request for such
benefit with the Committee, setting forth his claim. The request must be addressed to the
Committee.






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	10.2	 	Claim Decision. Upon receipt of a claim, the Committee shall advise the Claimant that a
reply will be forthcoming within a reasonable time, but not later than 90 days from its
receipt of the claim and shall, in fact, deliver such reply within such period. The Committee
may, however, extend the reply period for an additional 90 days if the Committee determines
that special circumstances require such an extension. If an extension is required, written
notice shall be furnished to the Claimant prior to the termination of the initial 90-day
period. The extension notice shall indicate (i) the special circumstances requiring an
extension of time; and (ii) the date by which the Committee expects to tender the benefit
determination. If the claim is denied in whole or in part, the Committee shall adopt a
written opinion, using language calculated to be understood by the Claimant, setting forth:






	 	(a)	 	The specific reason for such denial;
	 
	 	(b)	 	The specific reference to pertinent provisions of this agreement upon which
such denial is based;
	 
	 	(c)	 	A description of any additional material or information necessary for the
Claimant to perfect his claim and an explanation why such material or such information
is necessary;
	 
	 	(d)	 	Appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review, including the Claimant’s right to bring a civil action
following an adverse benefit determination on review; and
	 
	 	(e)	 	The time limits for requesting a review.






	10.3	 	Request for Review. Within sixty (60) days after the receipt by the Claimant of the written
opinion described above, the Claimant may request in writing that the Committee review its
determination. Such request must be addressed to the Committee. The Claimant or his duly
authorized representative may, but need not, review the pertinent documents, records and other
information, receive copies of such information, and submit documents, records, issues and
comments in writing for consideration by the Committee. If the Claimant does not request a
review of the Committee’s determination within such sixty (60) day period, he shall be barred
and estopped from challenging the participating Employer’s determination.




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	10.4	 	Review of Decision. Within a reasonable time not later than sixty (60) days after the
Committee’s receipt of a request for review, the Committee will review its determinations.
After considering all materials presented by the Claimant, the Committee will render a written
opinion, written in a manner calculated to be understood by the Claimant, setting forth (a)
the specific reasons for the decision; (b) and containing specific references to the pertinent
provisions of this Program on which the decision is based; (c) a statement that the Claimant
is entitled to receive, upon request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to the Claimant’s claim for benefits;
and (d) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.
If special circumstances require that the sixty (60) day time period be extended, the
Committee will so notify the Claimant prior to the termination of the initial 60-day period
and will render the decision as soon as possible, but no later than one hundred twenty (120)
days after the filing of the request for review. The extension notice will set forth: (a)
the special circumstances; and (b) the date as of which the benefit determination will be
made.





ARTICLE XI

LIMITATIONS




     Neither the action of the Company in establishing the Program, nor any action taken by the
Company, the Committee, or any persons designated by them to administer the Program, nor any
provision of the Program, shall be construed as giving to any Participant or any employee of the
Employer the right to be retained in the employ of the Employer.



ARTICLE XII

UNFUNDED STATUS OF PROGRAM




     It is the intention of the parties that the arrangements herein described be unfunded for tax
purposes and for purposes of Title I or ERISA. Program Participants have the status of general
unsecured creditors of the Employer. The Program constitutes a mere promise by the Employer to
make payments in the future.



ARTICLE XIII

RIGHTS TO BENEFITS




     Subject to Article VII, a Participant’s rights to benefit payments under the Program are not
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant or the Participant’s Beneficiaries.



ARTICLE XIV

AMENDMENTS, SUSPENSION OR TERMINATION




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     The Committee may discontinue the Program in whole or in part at any time and may from time to
time amend or revise the terms as permitted by applicable statute; provided, however, that no such
discontinuance, amendment, or revision shall affect adversely any right or obligation with respect
to any Deferred Compensation and that no amendment shall reduce any benefits accrued by any
Participant prior to the amendment. No amendment shall require shareholder approval unless such
approval is otherwise required by law. Except as otherwise required to comply with Section 409A of
the Internal Revenue Code of 1986, as amended, upon the discontinuance of this Program, the Company
shall pay to each Participant the balance in his account at such time and in the manner designated
by the Participant his Deferral Election.



ARTICLE XV

MISCELLANEOUS





	15.1	 	Governing Law. This Program shall be governed by and construed in accordance with the laws
of the State of Indiana.
	 
	15.2	 	Captions. The captions of Articles and Sections of this Program are for the convenience of
reference only and shall not control or affect the meaning or construction of any of its
provisions.
	 
	15.3	 	Facility of Payment. Any amounts payable hereunder to any Participant who is under legal
disability or who, in the judgment of the Committee, is unable to properly manage his or her
financial affairs may be paid to the legal representative of such Participant or may be
applied for the benefit of such Participant in any manner which the Committee may select, and
any such payment shall be deemed to be payment for such Participant’s account and shall be a
complete discharge of all liability of the Employer with respect to the amount so paid.
	 
	15.4	 	Withholding of Payroll Taxes. To the extent required by the laws in effect at the time
compensation or Deferred Compensation payments are made, the Employer shall withhold from such
compensation, or from Deferred Compensation payments made hereunder, any taxes required to be
withheld for federal, state or local government purposes.
	 
	15.5	 	Protective Provisions. A Participant will cooperate with the Employer by furnishing any and
all information requested by the Employer in order to facilitate the payment of benefits
hereunder.




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	15.6	 	Terms. Whenever any words are used herein in the masculine, they shall be construed as
though they were used in the feminine in all cases where they would so apply; and wherever any
words are used herein in the singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases where they would so
apply.
	 
	15.7	 	Successor. The provisions of this Program shall bind and inure to the benefit of the Company
and its successors and assigns. The terms successors and assigns as used herein shall include
any corporate or other business entity which shall, whether by merger, consolidation, purchase
or otherwise, acquire all or substantially all of the business and assets of the Company and
successors of any such company or other business entity.
	                                                       
	 
	15.8	 	Reservation of Shares. The Company shall reserve from
time to time a sufficient number of shares of Common Stock to satisfy
obligations under the Program. The initial amount reserved under the
Plan is 100,000 shares of Common Stock.
	







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EXHIBIT A




HILLENBRAND, INC.

Senior or Regular Executive

Deferred Compensation Agreement



THIS AGREEMENT made this                      day of                     ,                      by and between Hillenbrand, Inc., an
 Indiana
corporation (the “Corporation”), and                                          residing in the City of                                         
and the State of                      (the “Employee”).



WHEREAS, the Corporation or one of its subsidiaries (hereinafter referred together as the
“Corporation”), has employed the Employee and the Employee has served the Corporation in such
capacity as the Corporation has designated from time to time; and



WHEREAS, during the term of the Employee’s employment, the Employee has devoted and shall continue
to devote all of the Employee’s time, attention, skill and efforts to the performance of the
Employee’s duties for the Corporation; and



WHEREAS, the Employee may receive base salary, incentive compensation, or other compensation from
time to time from the Corporation.



NOW, THEREFORE, in consideration of the premises and the covenants herein set forth, IT IS AGREED:





	1.	 	Deferral of Compensation and Elections — The Corporation shall pay the Employee such
base salary, incentive compensation and other compensation, except that:






	 	(a)	 	To the extent that the Employee elects to defer all or a portion of the
Employee’s base salary, incentive compensation or other compensation payable to the
Employee, unless the investment of such deferral is covered by some other plan, the
Corporation shall credit (but not pay) such amounts to an account (the “Account”) in
the name of the Employee and shall accrue interest credited monthly at the end of each
calendar month of the Corporation at a rate equal to the monthly prime interest rate
(determined as of the first day of each month) charged by the Corporation’s principal
bank.
	 
	 	 	 	An election to defer must be made prior to the beginning of the calendar year during
which the amount is earned and, once made, shall be irrevocable for that calendar
year. At the end of the deferral period payment shall be made in cash.
	 
	 	(b)	 	The Employee may also elect in the alternative that all or a portion of the
Employee’s incentive compensation, deferred, shall be credited, but not paid, to the
Account in the name of the Employee which shall be assumed to be invested in the common
stock of the Corporation, at the then current market price. Dividends, stock
dividends, stock splits and other rights inuring to the common stock of the Corporation
which would be normally payable thereon shall be




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	 	 	 	assumed to be reinvested in the common stock of the Corporation at the market value
on the date of assumed payment. Such election shall be made prior to the calendar
year during which the amount is earned and, once made, shall be irrevocable during
such calendar year. At the end of the deferral, period payment shall be made in
            shares of common stock of the Corporation.
	 
	 	(c)	 	The Employee and the Employee’s designated beneficiary agree to assume all risk
in connection with any decrease in value of the funds which are credited in accordance
with the provisions of this Agreement.
	 
	 	(d)	 	Title to and beneficial ownership of any assets which the Corporation may
earmark to pay the deferred compensation hereunder shall at all times remain in the
Corporation, and the Employee and the Employee’s designated beneficiary shall not own
any specific assets of the Corporation.






	 	2.	 	Payment of Deferred Compensation and Elections — The
Employee may elect to receive deferred compensation in a lump sum of the cash
or stock of the Corporation accrued in the Employee’s Account at the end of the
deferral period elected in writing by the Employee pursuant to the terms of the
program or in such installments as the Employee may designate. The Employee
may change the distribution date to a date that is no earlier than five (5)
years from the date or dates previously elected by submitting a new election to
the Corporation before the earlier of the date on which the Employee ceases to
be an Employee or twelve (12) months in advance of the date or dates on which
the distribution was scheduled to be made (before the change of election).






The designated beneficiary referred to herein may be designated or changed by the Employee
(without the consent of any prior beneficiary) on a form provided by the Corporation and
delivered to the Corporation before the Employee’s death. If no such beneficiary shall have
been designated, or if no designated beneficiary shall survive the Employee, the payment or
payment shall be paid to the Employee’s estate.




	3.	 	Nothing contained in this Agreement and no action taken pursuant to the provisions of this
Agreement shall create or be construed to create a trust of any kind, or a fiduciary
relationship between the Corporation and the Employee, the Employee’s designated beneficiary
or any other person. Likewise, nothing herein and no action taken shall create a partnership
or joint venture between the Corporation and the Employee, the Employee’s designated
beneficiary or any other person. Any funds which may be invested under the provisions of this
Agreement shall continue for all purposes to be a part of the general funds of the Corporation
and no person other than the Corporation shall by virtue of the provisions of this Agreement
have any interest in such funds. To the extent that any person acquires a right to receive
payments from the Corporation under this Agreement, such right shall be no greater than the
right of any unsecured general creditor of the Corporation.




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	4.	 	Notwithstanding anything herein contained to the contrary, no payment of any then unpaid
installments shall be made and all rights under the Agreement of the Employee, the Employee’s
designated beneficiary, executors or administrators, or any other person, to receive payments
thereof shall be forfeited, if the Employee shall engage in any activity or conduct which in
the opinion of the Corporation is detrimental to the best interests of the Corporation.






	5.	 	The right of the Employee or any other person to any payment under this Agreement shall not
be assigned, transferred, pledged or encumbered except by will or by the laws of descent and
distribution.






	6.	 	If the Corporation shall have conclusive evidence that any person to whom any payment is
payable under this Agreement is unable to care for his or her affairs because of illness or
accident, or is a minor, any payment due (unless a prior claim thereof shall have been made by
a duly appointed guardian, committee or other legal representative) may be paid to the spouse,
a child, a parent, a brother, a sister, or to any person who in the sole discretion of the
Corporation shall otherwise be entitled to payment, in such manner and proportions as the
Corporation may determine. Any such payment shall be a complete discharge of the liabilities
of the Corporation under this Agreement.






	7.	 	Nothing contained herein shall be construed as conferring upon the Employee the right to
continue in the employ of the Corporation or in any capacity.






	8.	 	Employee acknowledges that he has been advised of Section 409A of the Internal Revenue Code
of 1986, as amended (“Section 409A”), which has significantly changed the taxation of
nonqualified deferred compensation plans and arrangements. Under proposed regulations as of
the date of this Agreement, Employee has been advised that Employee’s deferrals under this
Agreement may be treated by the Internal Revenue Service as “nonqualified deferred
compensation,” subject to Section 409A. In that event, several provisions in Section 409A may
affect Employee’s receipt of the deferred compensation, including the timing thereof. These
include, but are not limited to, a provision which requires that distributions to “specified
employees” (as defined in Section 409A) on account of separation from service may not be made
earlier than six (6) months after the effective date of such separation. If applicable,
failure to comply with Section 409A can lead to immediate taxation of such deferrals, with
interest calculated at a penalty rate and a 20% excise tax. As a result of the requirements
imposed by the American Jobs Creation Act of 2004, Employee agrees that if Employee is a
“specified employee” at the time of Employee’s termination of employment and if deferred
compensation payments as set forth herein are covered as “nonqualified deferred compensation”
or otherwise not exempt, any deferred compensation payments (and other benefits to the extent
applicable) due Employee at time of such termination of employment shall not be paid until a
date at least six (6) months after Employee’s effective termination date. Employee
acknowledges that, notwithstanding anything contained herein to the contrary, both Employee
and the Corporation shall each be independently responsible for assessing their own risks and
liabilities under Section 409A that may be associated with any payment made under the terms of
this Agreement which




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	 	 	may be deemed to trigger Section 409A. To the extent applicable, Employee understands and
agrees that Employee shall have the responsibility for, and Employee agrees to pay, any and
all appropriate income tax or other tax obligations for which Employee is individually
responsible and/or related to receipt of any benefits provided in this Agreement. Employee
agrees to fully indemnify and hold the Corporation harmless for any taxes, penalties,
interest, cost or attorneys’ fee assessed against or incurred by the Corporation on account
of such benefits having been provided to Employee or based on any alleged failure to
withhold taxes or satisfy any claimed obligation. Employee understands and acknowledges
that neither the Corporation, nor any of its employees, attorneys, or other representatives
has provided or will provide Employee with any legal or financial advice concerning taxes or
any other matter, and that Employee has not relied on any such advice in deciding whether to
enter into this Agreement.






	9.	 	All elections, notices or writings necessary to give effect to any provision hereof shall be
presented in writing duly executed by the Employee or a person on the Employee’s behalf to the
Vice President, Human Resources of the Corporation and by the Vice President, Human Resources
of the Corporation to the Employee at the Employee’s last known address.






	10.	 	The Corporation shall have full power and authority to interpret, construe and administer
this Agreement, and its interpretations and construction thereof and actions thereunder,
including any valuation of the Account, or the amount or recipient of the payment to be made
therefrom, shall be binding and conclusive on all persons for all purposes. The Corporation
shall not be liable to any person for any action taken or omitted in connection with the
interpretation and administration of this Agreement unless attributable to its own willful
misconduct or lack of good faith.






	11.	 	This Agreement shall be binding upon and inure to the benefit of the Corporation, its
successors and assigns and the Employee and the Employee’s designated beneficiaries, heirs,
executors, administrators and legal representatives.






	12.	 	If any provision of this Agreement is held invalid, such invalidity shall not affect the
other provisions of this Agreement, which shall be given effect independently of the invalid
provisions; and, in such circumstances, the invalid provision is severable.






	13.	 	This Agreement shall be construed in accordance with and governed by the law of the State of
Indiana.




NOTE: Participation in the Deferred Compensation Agreement may have a significant effect on
amounts calculated for the Corporation’s pension plans, other personal retirement plans, and
F.I.C.A. estimates. Consultation with your personal tax adviser is strongly encouraged prior to
executing this Agreement.




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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by its duly authorized
officer, and the Employee has hereunto set the Employee’s hand as of the date first above written.



	 	 	 	 	 	 	 
	Dated:                                         	 	HILLENBRAND, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Vice President, Human Resources	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Employee	 	 







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