<PAGE>
                                                                   EXHIBIT 10.33

                        SEPARATION AND RELEASE AGREEMENT

     THIS SEPARATION and RELEASE AGREEMENT ("Agreement") is entered into by and
between Scott K. Sorensen ("Employee") and Hillenbrand Industries, Inc.
("Company"). To wit, the Parties agree as follows:

1.   Employee's active employment by the Company shall terminate effective July
     31, 2005 (Employee's "Effective Termination Date"). Except as specifically
     provided by this Agreement, Employee agrees that the Company shall have no
     other obligations or liabilities to him following his Effective Termination
     Date and that his receipt of the Severance Benefits provided herein shall
     constitute a complete settlement, satisfaction and waiver of any and all
     claims he may have against the Company.

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

3.   Employee acknowledges that he has been advised of the American Jobs
     Creation Act of 2004, which added Section 409A to the Internal Revenue
     Code, and significantly changed the taxation of nonqualified deferred
     compensation plans for certain executives. Under regulations not yet
     published as of the date of this Agreement, Employee has been advised that
     his severance pay may be treated by the Internal Revenue Service as
     providing "nonqualified deferred compensation," and therefore subject to
     Section 409A. In that event, several provisions in Section 409A may affect
     Employee's receipt of severance compensation. These include, but are not
     limited to, a provision which requires that distributions to "key
     employees" at public companies on account of separation from service may
     not be made earlier than six (6) months after the date of separation. If
     applicable, failure to comply with Section 409A can lead to immediate
     taxation of deferrals, with interest and a 20% penalty. As a result of the
     requirements imposed by the American Jobs Creation Act of 2004, Employee
     agrees that the lump sum severance pay benefits shall not be paid until six
     (6) months following his Effective Termination Date. Employee acknowledges
     that the Company has made no representation as to whether any of the
     Severance Pay Benefits provided for in this Agreement may be deemed to have
     been deferred prior to January 1, 2005, by virtue of any obligation by the
     Company to provide certain Severance Pay Benefits to Employee pursuant to
     the Parties' executed Employment Agreement.

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

     (i)  Severance Pay, inclusive of any contractual, notice or statutory pay
          obligations, to be paid in a lump sum payment in the gross amount of
          Four Hundred Sixty-six Thousand Four Hundred Twenty-four Dollars and
          Ninety-two Cents ($466,424.92), less applicable deductions or other
          set-offs, based on a biweekly rate of Seventeen Thousand Nine Hundred
          Thirty-nine Dollars and Forty-two Cents ($17,939.42) for a period of
          fifty-two (52) weeks (the "Severance Period");

<PAGE>

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

     (iii) Company-provided Group Life insurance coverage for the total duration
          of Employee's Severance Period (e.g. 12 months) or until Employee
          obtains other employment.

5.   The Parties agree that a portion of the lump sum payment in an amount
     equivalent to four (4) weeks' pay shall be allocated as consideration
     provided to Employee in exchange for his execution of a release in
     compliance with the Older Workers Benefit Protection Act. The balance of
     the severance benefits and other obligations undertaken by the Company
     pursuant to this Agreement shall be allocated as consideration for all
     other promises and obligations undertaken by Employee, including execution
     of a general release of claims.

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

7.   As of his Effective Termination Date, Employee will become ineligible to
     participate in the Company's health insurance program and continuation of
     coverage requirements under COBRA (if any) will be triggered at that time.
     However, as additional consideration for the promises and obligations
     contained herein, and provided Employee has elected such coverage prior to
     his Effective Termination Date, the Company agrees to continue to pay the
     employer's share of such coverage as provided under the health care
     program(s) subject to any approved changes in coverage based on a qualified
     election, for the duration of the above-referenced Severance Period or
     until Employee becomes eligible for other coverage through a subsequent
     employer provided Employee (i) timely completes the applicable election of
     coverage forms and (ii) continues to pay an amount equivalent to the
     employee portion of the applicable premium(s). Thereafter, if applicable,
     coverage will be made available to Employee at his sole expense (i.e.,
     Employee will be responsible for the full COBRA premium) for any remaining
     months of the COBRA coverage period made available pursuant to applicable
     law or (if Employee is eligible) any Extended Healthcare Benefits made
     available through the Plan. The medical insurance provided herein does not
     include any disability coverage.

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

9.   Employee agrees to notify the Company in writing within five (5) business
     days of Employee's acceptance of any subsequent employment or third party
     consulting engagement by providing the name of such employer, his intended
     duties as well as the anticipated start date. Such information is required
     to ensure Employee's compliance with his restrictive covenant obligations.
     This


                                      -2-

<PAGE>

     notice will also serve to trigger the Company's right to terminate the
     above-referenced severance benefits (to the extent applicable) as well as
     the Company-paid COBRA benefits consistent with the above paragraphs.
     Failure to timely provide such notice shall be deemed a material breach of
     this Agreement entitling the Company to recover as damages the value of all
     benefits provided to Employee hereunder.

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

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

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

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

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


                                      -3-

<PAGE>

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

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

     (d)  He has been offered at least forty-five (45) days within which to
          review and consider this Agreement.

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

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

16.  Except as provided herein, Employee acknowledges that he will not be
     eligible to receive or vest in any additional stock options, stock awards
     or restricted stock units ("RSUs") as of his Effective Termination Date.
     Failure to exercise any vested options within the applicable period (e.g.
     thirty (30) days post termination) will result in their forfeiture.
     Employee acknowledges that any stock options, stock awards or RSUs held for
     less than one (1) year shall be deemed forfeited as of the effective date
     of this Agreement. Except as specifically provided herein, all other terms
     and conditions of such stock options, stock awards or RSUs shall remain in
     full force and effect, and shall govern the Parties' rights with respect to
     such equity offerings.

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

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


                                      -4-

<PAGE>

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

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

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

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


                                      -5-

<PAGE>

23.  Notwithstanding the foregoing, the Company agrees that Employee may retain
     his company-provided cell phone, laptop computer, associated docking
     station and any individually provided printer provided all company-related
     programs and information have been permanently removed and imaged to
     another electronic storage medium by a designated representative of the
     Company's Information Technology group. Additionally, the Company agrees to
     continue to provide/pay for cellular service for Employee's
     Company-provided cell phone for sixty (60) days following Employee's
     Effective Termination Date following which such coverage shall be cancelled
     without further notice. Employee shall be permitted to transfer his cell
     number to another personal account or provider.

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

25.  Employee agrees to cooperate with the Company in connection with any
     pending or future litigation, proceeding or other matter which has been or
     may be brought against or by the Company with any agency, court, or other
     tribunal and concerning or relating in any way to any matter falling within
     Employee's knowledge or former area of responsibility. Employee agrees to
     provide reasonable assistance and completely truthful testimony in such
     matters including, without limitation, facilitating and assisting in the
     preparation of any underlying defense, responding to discovery requests,
     preparing for and attending deposition(s) as well as appearing in court to
     provide truthful testimony. The Company agrees to reimburse Employee for
     all reasonable out of pocket expenses incurred at the request of the
     Company associated with such assistance and testimony.

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

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


                                      -6-

<PAGE>

     to limit or otherwise restrict the Company's ability to disclose the terms
     and conditions of this Agreement as may be required by law or business
     necessity.

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

29.  Employee acknowledges that this Agreement is entered into solely for the
     purpose of terminating his employment relationship with the Company on an
     amicable basis and shall not be construed as an admission of liability or
     wrongdoing by the Company and further acknowledges that the Company has
     expressly denied any such liability or wrongdoing.

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

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

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

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

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


                                      -7-

<PAGE>

               PLEASE READ CAREFULLY. THIS SEPARATION AND RELEASE
                  AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL
                            KNOWN AND UNKNOWN CLAIMS.

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

"EMPLOYEE"                              HILLENBRAND INDUSTRIES, INC.


Signed:                                 By:
        -----------------------------       ------------------------------------
Printed:                                Title:
         ----------------------------          ---------------------------------
Dated:                                  Dated:
       ------------------------------          ---------------------------------


                                      -8-

<PAGE>

                                    EXHIBIT A

                          29 C.F.R. SECTION 1625.22(F)

<TABLE>
<S>                         <C>
Decisional Unit Affected:   All elected officers of Hillenbrand Industries, Inc.
                            and its subsidiaries including, without limitation,
                            Batesville Services, Inc. and Hill-Rom, Inc.
                            including their respective Executive Management
                            Teams (EMTs).

Eligibility Factors:        To be eligible for the severance benefits provided
                            under this program, individuals must have been
                            selected for involuntary termination solely as a
                            result of the Project Fusion Reduction-in-Force. All
                            other employees, specifically including any employee
                            who voluntarily quits, resigns or is involuntarily
                            terminated for any reason other than the
                            reduction-in-force (even if previously selected),
                            are not eligible for severance benefits.
                            Additionally, employees who are selected for
                            involuntary termination but are successfully
                            redeployed elsewhere within the Company are not
                            eligible.

Time Limits:                Employees selected for the reduction-in-force must
                            execute the Separation and Release Agreement within
                            forty-five (45) days after receipt of the
                            documentation.
</TABLE>

<TABLE>
<CAPTION>
JOB TITLES                        AGE *   SELECTED   NOT SELECTED/REDEPLOYED
----------                        -----   --------   -----------------------
<S>                               <C>     <C>        <C>
CEO                                 49       X
CEO                                 60                          X
Interim Company President & CEO     59                          X
VP Business Information Systems     43                          X
VP CFO                              40                          X
VP CFO                              41       X
VP CFO                              43       X
VP Controller                       42                          X
VP Corp Development                 49                          X
VP Corporate Tax                    50                          X
VP ELD                              52                          X
VP General Counsel                  45                          X
VP General Counsel                  48                          X
VP General Counsel                  50                          X
VP Global Supply Chain              49                          X
</TABLE>

<PAGE>

<TABLE>
<S>                               <C>     <C>        <C>
VP GM Clinical                      44                          X
VP GM Services                      41                          X
VP Human Resources                  46                          X
VP Human Resources                  50                          X
VP Human Resources                  50       X
VP Internal Audit                   44                          X
VP Investor Relations               52                          X
VP Legal                            49                          X
VP Logistics                        47                          X
VP Marketing                        51                          X
VP Operations                       45                          X
VP Sales                            51                          X
VP Sales Americas/AP                44                          X
VP Shared Services                  38                          X
VP Strategy                         39                          X
VP Strategy & Planning              35                          X
VP Treasurer                        50                          X
</TABLE>

*    Age calculated as of July 31, 2005


                                       -2-

<PAGE>

                                    EXHIBIT C

                          ILLUSTRATIVE COMPETITOR LIST

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

     -    Kinetic Concepts, Inc.

     -    Huntleigh Technology PLC

     -    Stryker Corporation

     -    Modular Services Company

     -    Nemschoff Chairs, Inc.

     -    Universal Hospital Services, Inc.

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

     -    Versus Technology, Inc.

     -    Electromed Inc.

     -    BG Industries

     -    Invacare Corporation

     -    Kendall -- A Tyco International Ltd. Company

     -    Apria Healthcare Group, Inc.

     -    Astral Industries, Inc.

     -    Goliath Casket, Inc.

     -    Milso Industries, LLC

     -    SinoSource International, Inc.

     -    Wilbert Funeral Services, Inc.

     -    Getinge AB (Pegasus brand)

     -    Gaymar Industries, Inc.

     -    Amico Corporation

     -    Aramark Corporation

     -    Masterplan Inc.

     -    StatCom

     -    Tele-Tracking Technologies Inc.

     -    Primus Medical, LLC

     -    Rauland-Borg Corporation

     -    Wescom Products, Inc

     -    Simplex Grinnell -- A Tyco Int'l Ltd. Co.

     -    Radianse, Inc.

     -    Ascom

     -    Aurora Casket Company, Inc.

     -    Milso Industries, Inc.

     -    R and S Marble Designs

     -    The Victoriaville Group

     -    The York Group (a division of Matthews Int'l Corp.)

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


                                       -3-