Exhibit 10.60





EXHIBIT 10.60




CHANGE IN CONTROL AGREEMENT




This Change in Control Agreement (the “Agreement”) is made and entered into as of September
30, 2010 by and between Hill-Rom Holdings, Inc., an Indiana corporation (the “Company”), and Kim
Dennis (the “Executive”).



WHEREAS, the Company considers it essential to the best interests of its shareholders to
foster continuous employment by the Company and its subsidiaries of their key management personnel;



WHEREAS, the Compensation and Management Development Committee (the “Committee”) of the Board
of Directors (the “Board”) of the Company has recommended, and the Board has approved, that the
Company enter into Change in Control Agreements with key executives of the Company and its
subsidiaries who are from time to time designated by the management of the Company and approved by
the Committee;



WHEREAS, the Committee and the Board believe that Executive has made valuable contributions to
the productivity and profitability of the Company and consider it essential to the best interests
of the Company and its shareholders that Executive be encouraged to remain with the Company; and



WHEREAS, the Board believes it is in the best interests of the Company and its shareholders
that Executive continue in employment with the Company in the event of any proposed Change in
Control (as defined below) and be in a position to provide assessment and advice to the Board
regarding any proposed Change in Control without concern that Executive might be unduly distracted
by the personal uncertainties and risks created by any proposed Change in Control;




NOW, THEREFORE, the Company and Executive agree as follows:



1. Termination following a Change in Control. After the occurrence of a Change in Control,
the Company will provide or cause to be provided to Executive the rights and benefits described in
Section 2 hereof in the event that Executive’s employment with the Company and its subsidiaries is
terminated:



(a) by the Company for any reason other than on account of Executive’s death, permanent
disability, retirement or for Cause at any time prior to the second anniversary of a Change in
Control; or



(b) by Executive for Good Reason at any time prior to the second anniversary of a Change in
Control.


 


 









 





Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and
if the Executive’s employment with the Company is terminated by the Company, without Cause, prior
to the date on which the Change in Control occurs, and if it is reasonably
demonstrated by Executive that such termination of employment (i) was at the request of a
third party who has taken steps reasonably calculated to effect a Change in Control or (ii)
otherwise arose in connection with or anticipation of a Change in Control which subsequently occurs
within 3 months of such termination, then for purposes of this Agreement a Change in Control shall
be deemed to have occurred on the day immediately prior to such termination of employment and all
references in Section 2 to payments within a specified period as allowed by law following
“Termination” shall instead be references to the specified period following the Change in Control.



The rights and benefits described in Section 2 hereof shall be in lieu of any severance
payments otherwise payable to Executive under any employment agreement or severance plan or program
of the Company or any of its subsidiaries but shall not otherwise affect Executive’s rights to
compensation or benefits under the Company’s compensation and benefit programs except to the extent
expressly provided herein.




2. Rights and Benefits Upon Termination.



In the event of the termination of Executive’s employment under any of the circumstances set
forth in Section 1 hereof (“Termination”), the Company shall provide or cause to be provided to
Executive the following rights and benefits, which, with the exception of Section 2(d) below, will
only be provided if Executive executes and delivers to the Company within 45 days of the
Termination a Release in the form attached hereto as Exhibit A (“Release”) and such Release has not
been revoked:



(a) a lump sum payment in cash in the amount of two times Executive’s Annual Base Salary (as
defined below), payable (i) on the date which is six (6) months following Termination, if the
Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) of the Internal
Revenue Code of 1986, as amended (“Code”) (Section 409A of the Code is hereunder referred to as
“Section 409A”), and the Treasury Regulations promulgated thereunder, and such payment is not
otherwise exempt from Section 409A, or (ii) on the next regularly scheduled payroll following the
earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the
expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified
employee” (or such payment is exempt from Section 409A); provided, however, that if the
before-stated sixty (60) day period ends in a calendar year following the calendar year in which
the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin
on the next regularly scheduled payroll following the expiration of sixty (60) days after the
Executive’s Termination;



(b) for the 24 months following Termination, continued health and medical insurance coverage
for Executive and Executive’s dependents substantially comparable (with regard to both benefits and
employee contributions) to the coverage provided by the Company immediately prior to the Change in
Control for active employees of equivalent rank. From the end of such 24-month period until
Executive attains Social Security Retirement Age, Executive shall have the right to purchase (at
COBRA rates applicable to such coverage) continued coverage for himself and Executive’s dependents
under one or more plans maintained by the Company for its active employees, to the extent Executive
would have been eligible to purchase continued coverage under the plan in effect


 


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immediately prior
to the Change in Control had Executive’s employment terminated 24 months following Termination. The payment of any health
or medical claims for the health and medical coverage provided in this subparagraph (b) shall be
made to the Executive as soon as administratively practicable after the Executive has provided the
appropriate claim documentation, but in no event shall the payment for any such health or medical
claim be paid later than the last day of the calendar year following the calendar year in which the
expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by
Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an
in-kind benefit under this Agreement during a calendar year may not affect the medical claims
eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and
(2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to
liquidation or exchange for another benefit;



(c) continuation for Executive, for a period of two years following Termination, of the
Executive Life Insurance Bonus Plan (if any) provided for Executive by the Company immediately
prior to the Change in Control and the group term life insurance program provided for Executive
immediately prior to the Change in Control. The payment of any claim for death benefits provided
under this subparagraph (c) shall be paid in accordance with the appropriate program, provided,
however that if the death benefit is subject to Section 409A, then the death benefit shall be paid,
as determined by the Company in its complete and absolute discretion, no later than the later to
occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the
90th day following the Executive’s death;



(d) a lump sum payment in cash, payable within 30 days after Termination, equal to all accrued
and unpaid vacation, reimbursable business expenses, and similar miscellaneous benefits as of the
Termination, provided, however, that to the extent that any such miscellaneous benefits are subject
to Section 409A, such benefits shall be paid in one lump sum (i) on the date which is six (6)
months following Termination, if the Executive is a “specified employee” as defined in Section
409A(a)(2)(B)(i) of Code and the Treasury Regulations promulgated thereunder, and such payment is
not otherwise exempt from Section 409A, or (ii) on the next regularly scheduled payroll following
the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the
expiration of sixty (60) days after Executive’s Termination, if Executive is not such a “specified
employee” (or such payment is exempt from Section 409A); provided, however, that if the
before-stated sixty (60) day period ends in a calendar year following the calendar year in which
the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin
on the next regularly scheduled payroll following the expiration of sixty (60) days after the
Executive’s Termination;



(e) a monthly pension annuity benefit commencing as of the first day of the calendar month
following the later to occur of (i) the Executive attaining age 62 or (ii) the six month
anniversary date of the Executive’s Termination (the “Pension Benefit Starting Date”) and paid on
the first day of each succeeding month (if unmarried, in the form of a life annuity with guaranteed
payments for 24 months, or if married (in the form of a joint and 50% survivor annuity) equal to
the actuarially equivalent difference between (i) the monthly Pension Plan annuity benefit, the
monthly Supplemental Pension Plan annuity benefit if Executive is a participant in the Supplemental
Pension Plan, and any additional pension benefit provided in an offer letter (or other written
document signed by an authorized officer of the Company other than Executive) if Executive is
subject to any such letter or document, which Executive will


 


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receive
starting at the Pension Benefit Starting Date (if unmarried, in the form of a life annuity
with guaranteed payments for 24 months, or if married in the form of a joint and 50% survivor
annuity), and (ii) the monthly pension annuity benefit he would have received starting at the
Pension Benefit Starting Date under such plan(s) and/or offer letter, as in effect on or after the
date hereof (if unmarried, in the form of a life annuity with guaranteed payments for 24 months, or
if married in the form of a joint and 50% survivor annuity) calculated as if Executive had earned
two additional years of service and pay at his Annual Base Salary (and for purposes of calculating
Average Monthly Earnings as defined in the Pension Plan, Executive Annual Base Salary shall be
annualized for any portion of the imputed service period which is less than a full calendar year
and such portion of the year shall be eligible to be counted). Unless the Executive (who also
must be a participant in the Supplemental Pension Plan) elects a form of annuity set forth on Annex
A attached to the Supplemental Pension Plan prior to his or her Pension Benefit Starting Date,
Executive, if unmarried, shall receive a life annuity with guaranteed payment for 24 months, or, if
married, a 50% joint and survivor annuity. The benefit provided for in this paragraph shall be
funded in a rabbi trust prior to the Change in Control. For purposes of this subparagraph (e), the
benefit under clause (ii) will be calculated as though the Pension Plan and any applicable
Supplemental Pension Plan as in effect on or after date hereof, remained the same.



(f) a lump sum payment in cash for amounts accrued as of the Termination and an additional
amount equal to the amounts accrued for the last 12 months times two (2) immediately prior to the
Termination Date in any of the Defined Contribution, Matching Account and/or Supplemental
Contribution Account, payable (i) on the date which is six (6) months following Termination, if the
Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) or (ii) on the next
regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s
receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination,
if Executive is not such a “specified employee” (or such payment is exempt from Section 409A);
provided, however, that if the before-stated sixty (60) day period ends in a calendar year
following the calendar year in which the sixty (60) day period commenced, then any benefits not
subject to clause (i) shall only begin on the next regularly scheduled payroll following the
expiration of sixty (60) days after the Executive’s Termination.



(g) a lump sum payment in cash equal to the amount of Short-Term Incentive Compensation which
would be payable to Executive if the Company performance targets (at 100%) with respect to such
incentive compensation in effect for the entire year in which the Termination occurred had been
achieved, payable (i) on the date which is six (6) months following Termination, if the Executive
is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of Code and the Treasury
Regulations promulgated thereunder, and such payment is not otherwise exempt from Section 409A, or
(ii) on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days
from the Company’s receipt of an executed Release or the expiration of sixty (60) days after
Executive’s Termination, if Executive is not such a “specified employee” (or such payment is exempt
from Section 409A); provided, however, that if the before-stated sixty (60) day period ends in a
calendar year following the calendar year in which the sixty (60) day period commenced, then any
benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll
following the expiration of sixty (60) days after the Executive’s Termination; and


 


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(h) the number of shares of common stock of the Company that would be payable to Executive
under the Company’s Stock Incentive Plan provided, however, that if the Change in Control involves
a merger, acquisition or other corporate restructuring where the Company is not the surviving
entity (or survives as a wholly-owned subsidiary of another entity), then, in lieu of such shares
of common stock of the Company, Executive shall be entitled to receive the consideration Executive
would have received in such transaction in exchange for such shares of common stock; and provided,
further, that the Company shall in any case have the right to substitute cash for such shares of
common stock of the Company or merger consideration in an amount equal to the fair market value of
such shares or merger consideration as determined by the Company including:




	 	(i)	 	immediate vesting of all Bonus Stock Awards (as
defined in the Company’s Stock Incentive Plan) awarded to Executive
after the date of this Agreement;







	 	(ii)	 	immediate vesting of all outstanding Stock
Options awarded to Executive after the date of this Agreement under the
Company’s Stock Incentive Plan;







	 	(iii)	 	immediate vesting of all awards of Restricted
Stock awarded to Executive after the date of this Agreement under any
Stock Award Agreements (as defined in the Company’s Stock Incentive
Plan) with Executive and Hill-Rom Holdings, Inc.;







	 	(iv)	 	immediate vesting of all awards of Deferred
Stock (as defined in the Company’s Stock Incentive Plan) (also known as
Restricted Stock Units) awarded to Executive after the date of this
Agreement under the Company’s Stock Incentive Plan; and







	 	(v)	 	the exercise of any Stock Appreciation Right
(as defined in the Company’s Stock Incentive Plan) within 60 days of a
Change in Control as provided by section 7.2 of the Stock Incentive
Plan.






Any awards of the type described in Paragraphs (i)-(v) above which were issued prior to the
date of this Agreement shall be governed by the terms of the applicable award agreements at the
time such awards were issued, and shall not be affected by this Agreement. Shares or cash payments
in lieu of shares shall be paid at the time specified in the Stock Incentive Plan and the
applicable award, subject to Executive’s delivery of a Release to the extent required by this
Agreement or the applicable awards within 45 days of Executive’s Termination which Release has not
been revoked.


 


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3. Payment Adjustment Due to Excise Tax.



In the event that any payment or benefits received or to be received by Executive pursuant to
Section 2 of this Agreement would, but for this Section, be subject to the excise tax imposed by
Internal Revenue Code Section 4999, or any comparable successor provisions, then such payment shall
be either: (i) provided to Executive in full, or (ii) provided to Executive as to such lesser
extent which would result in no portion of such payment being subject to such excise
tax, whichever of the foregoing amounts, when taking into account applicable federal, state,
local and foreign income and employment taxes, such excise tax, and any other applicable taxes,
results in the receipt by Executive, on an after-tax basis, of the greatest amount of the payment,
notwithstanding that all or some portion of such payment may be taxable under such excise tax. To
the extent such payment needs to be reduced pursuant to the preceding sentence, reductions shall
come from taxable amounts before non-taxable amounts and beginning with the payments otherwise
scheduled to occur soonest. Executive agrees to cooperate fully with the Company to determine the
benefits applicable under this Section.




4. Confidentiality; Non-Competition.



(a) Executive shall not at any time without the prior approval of the Company disclose to any
person, firm, corporation or other entity any trade secret, confidential customer information, or
other proprietary information not known within the industry or by the public generally regarding
the business then being conducted by the Company, including, without limitation, financial
information, marketing and sales information and business and strategic plans.



(b) Executive shall not at any time during the term of this Agreement and within three years
following the termination of Executive’s employment with the Company, (i) solicit any persons who
are employed by the Company to terminate their employment with the Company, and (ii) directly or
indirectly (either individually or as an agent, employee, director, officer, stockholder, partner
or individual proprietor, consultant or as an investor who has made advances of loan capital or
contributions to equity capital), engage in any activity which Executive knows (or reasonably
should have known) to be competitive with the business of the Company as then being carried on.
Nothing in this Agreement, however, shall prevent Executive from owning, as an investment, up to
two percent (2%) of the outstanding equity capital of any competitor of the Company, shares of
which are regularly traded on a national securities exchange or in over-the-counter markets. The
restrictions set forth in this Section 4 shall not apply in the event of a termination of
Executive’s employment pursuant to Section 1.




5. Section 409A Acknowledgement.



Executive acknowledges that Executive has been advised of Section 409A, which has
significantly changed the taxation of nonqualified deferred compensation plans and arrangements.
Under proposed and final regulations as of the date of this Agreement, Executive has been advised
that Executive’s severance pay and other Termination benefits 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 Executive’s receipt of severance 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 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, Executive agrees that if Executive
is a “specified employee” at the time of


 


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Executive’s
termination and if severance payments are covered as “nonqualified deferred compensation” or
otherwise not exempt, such severance pay (and other benefits to the extent applicable) due
Executive at time of termination shall not be paid until a date at least six (6) months after
Executive’s separation from service (as defined in Section 409A and applicable regulations).
Executive acknowledges that, notwithstanding anything contained herein to the contrary, both
Executive and the Company shall each be independently responsible for accessing their own risks and
liabilities under Section 409A that may be associated with any payment made under the terms of this
Agreement which may be deemed to trigger Section 409A. To the extent applicable, Executive
understands and agrees that Executive shall have the responsibility for, and Executive agrees to
pay, any and all appropriate income tax or other tax obligations for which Executive is
individually responsible and/or related to receipt of any benefits provided in this Agreement.
Executive 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 Executive or based on any alleged failure to withhold taxes or
satisfy any claimed obligation. Executive understands and acknowledges that neither the Company,
nor any of its employees, attorneys, or other representatives has provided or will provide
Executive with any legal or financial advice concerning taxes or any other matter, and that
Executive has not relied on any such advice in deciding whether to enter into this Agreement.
Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment
under the terms of this Agreement would constitute an impermissible acceleration of payments under
Section 409A or any regulations or Treasury guidance promulgated thereunder, such payments shall be
made no earlier than at such times allowed under Section 409A. If any provision of this Agreement
(or of any award of compensation) would cause Executive to incur any additional tax or interest
under Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company or
its successor may reform such provision; provided that it will (i) maintain, to the maximum extent
practicable, the original intent of the applicable provision without violating the provisions of
Section 409A and (ii) notify and consult with Executive regarding such amendments or modifications
prior to the effective date of any such change. Each amount to be paid or benefit to be provided
to Executive pursuant to this Agreement shall be construed as a separate identified payment for
purposes of Section 409A. To the extent required to avoid an accelerated or additional tax under
Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on
or before the last day of the year following the year in which the expense was incurred, the amount
of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one
year may not effect amounts reimbursable or provided in any subsequent year, and the right to
reimbursement (and in-kind benefits provided to Executive) under this Agreement shall not be
subject to liquidation or exchange for another benefit.



6. Definitions. As used in this Agreement, the following terms shall have the following
meanings:




	 	(a)	 	“Annual Base Salary” means the annualized amount of
Executive’s rate of base salary in effect immediately before the Change in
Control or immediately before the date of Termination, whichever is greater.







	 	(b)	 	“Cause” shall have the same meaning set forth in any
current employment agreement that the Executive has with the Company or any of
its subsidiaries.





 


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	 	(c)	 	A “Change in Control” shall be deemed to occur on:







	 	(i)	 	the date that any person, corporation,
partnership, syndicate, trust, estate or other group acting with a view
to the acquisition, holding or disposition of securities of the
Company, becomes, directly or indirectly, the beneficial owner, as
defined in Rule 13d-3 under the Securities Exchange Act of 1934
(“Beneficial Owner”), of securities of the Company representing 35% or
more of the voting power of all securities of the Company having the
right under ordinary circumstances to vote at an election of the Board
(“Voting Securities”), other than by reason of (x) the acquisition of
securities of the Company by the Company or any of its Subsidiaries or
any employee benefit plan of the Company or any of its Subsidiaries,
(y) the acquisition of Company securities directly from the Company, or
(z) the acquisition of Company securities by one or more members of the
Hillenbrand Family (which term shall mean descendants of John A.
Hillenbrand and their spouses, trusts primarily for their benefit or
entities controlled by them);







	 	(ii)	 	the consummation of a merger or consolidation
of the Company with another corporation unless:







(A) the shareholders of the Company, immediately prior to the merger
or consolidation, beneficially own, immediately after the merger or
consolidation, shares entitling such shareholders to 50% or more of
the voting power of all securities of the corporation surviving the
merger or consolidation having the right under ordinary circumstances
to vote at an election of directors in substantially the same
proportions as their ownership, immediately prior to such merger or
consolidation, of Voting Securities of the Company;




(B) no person, corporation, partnership, syndicate, trust, estate or
other group beneficially owns, directly or indirectly, 35% or more of
the voting power of the outstanding voting securities of the
corporation resulting from such merger or consolidation except to the
extent that such ownership existed prior to such merger or
consolidation; and




(C) the members of the Company’s Board, immediately prior to the
merger or consolidation, constitute, immediately after the
merger or consolidation, a majority of the board of directors of the
corporation issuing cash or securities in the merger;


 


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	 	(iii)	 	the date on which a majority of the members of
the Board consist of persons other than Current Directors (which term
shall mean any member of the Board on the date hereof and any member
whose nomination or election has been approved by a majority of Current
Directors then on the Board);







	 	(iv)	 	the consummation of a sale or other disposition
of all or substantially all of the assets of the Company; or







	 	(v)	 	the date of approval by the shareholders of the
Company of a plan of complete liquidation of the Company.







Notwithstanding the foregoing, for benefits payable upon or in relation
to a Change in Control which are not otherwise exempt from Section 409A, any
of the events listed above must be a change in the ownership or effective
control of the Company or in the ownership of a substantial portion of the
assets of the Company as described in Section 409A and any regulations or
other applicable guidance promulgated thereunder.




	 	(d)	 	“Executive Life Insurance Bonus Plan” shall mean a
program under which the Company pays the annual premium for a whole life
insurance policy on the life of Executive.







	 	(e)	 	“Good Reason” means the occurrence, without Executive’s
consent, of any of the following acts by the Company, or failures by the
Company to act (each a “Good Reason Condition”), provided Executive provides
written notice to the Company of the occurrence of the Good Reason Condition
within ten (10) business days after the Executive has knowledge of it; the
Company fails to notify Executive of the Company’s intended method of
correction within thirty (30) business days after the Company receives
Executive’s notice, or the Company fails to correct the Good Reason Condition
within thirty (30) business days after such Executive notice; and the Executive
resigns within ten (10) business days after the end of the 30-business-day
period after Executive’s notice:







	 	(i)	 	a material diminution in Executive’s duties;







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







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




 


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







	 	(v)	 	the relocation of the Company’s principal
executive offices or Executive’s place of work to a location requiring
a change of more than fifty (50) miles in Executive’s daily commute; or







	 	(vi)	 	any other action or inaction by the Company
that constitutes a material breach of this Agreement.







	 	(f)	 	“Section 409A” means Section 409A of the Internal
Revenue Code.

	 
	 	(g)	 	“Short-Term Incentive Compensation” means the Incentive Compensation
payable under the Short-Term Incentive Compensation Program, or any
successor or other short-term incentive plan or program.

	 
	 	(h)	 	“Early Retirement Benefits” early retirement benefits shall have the
meaning set forth in the pension plan which defines the age at which full,
unreduced benefits are available without any early retirement reduction
being applied.

	 
	 	(i)	 	“Executive Life Insurance Bonus Program” shall mean a
program under which the Company pays the annual premium for a whole life
insurance policy on the life of Executive.

	 
	 	(j)	 	“Supplemental Pension Plan” means the SERP or any
successor long-term supplemental pension plan or program or any other
commitment made by the company to provide retirement benefits in addition to
those provided by the pension plan trust.

	 
	 	(k)	 	“Defined Contribution Accounts”, “Matching Accounts”, and
“Supplemental Contribution Accounts” shall have the meanings set forth in
the Company’s Supplemental Executive Retirement Program (“SERP”).

	 
	 	(l)	 	“Stock Incentive Plan” shall mean the Hill-Rom
Holdings, Inc. Stock Incentive Plan maintained by the Company, as amended from
time to time.










 


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7. Notice.



(a) Any discharge or termination of Executive’s employment pursuant to Section 1 shall be
communicated in a written notice to the other party hereto setting forth the effective date of such
discharge or termination (which date shall not be more than 30 days after the date such notice is
delivered) and, in the case of a discharge for Cause or a termination for Good Reason the basis for
such discharge or termination.



(b) For purposes 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 when delivered or mailed
by United States certified or registered mail, return receipt requested, postage prepaid, addressed
to 1069 Highway 46 East, Batesville, Indiana 47006 provided that all notices to the Company shall
be directed to the attention of the Board with a copy to Senior Vice President and Chief Legal
Officer, or to such other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective only upon receipt.



8. No Duty to Mitigate. Executive is not required to seek other employment or otherwise
mitigate the amount of any payments to be made by the Company pursuant to this Agreement.




9. Assignment.



(a) This Agreement is personal to Executive and shall not be assignable by Executive other
than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of
and be enforceable by Executive’s legal representatives.



(b) This Agreement shall inure to the benefit of and be binding upon the Company and its
successors. The Company shall require any successor to all or substantially all of the business
and/or assets of the Company, whether direct or indirect, by purchase, merger, consolidation,
acquisition of stock, or otherwise, to expressly assume and agree to perform this Agreement in the
same manner and to the same extent as the Company would be required to perform it if no such
succession had taken place.



10. Arbitration. Any dispute or controversy arising under, related to or in connection with
this Agreement shall be settled exclusively by arbitration before a single arbitrator in
Cincinnati, Ohio, in accordance with the Commercial Arbitration Rules of the American Arbitration
Association. The arbitrator’s award shall be final and binding on all parties to this Agreement.
Judgment may be entered on an arbitrator’s award in any court having competent jurisdiction.



11. Integration. This Agreement supersedes and replaces any prior oral or written agreements
or understandings in respect of the matters addressed hereby.



12. Amendment. This Agreement may not be amended or modified otherwise than by a written
agreement executed by the parties hereto or their respective successors and legal representatives.


 


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13. Severability. The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this Agreement.



14. Withholding. The Company may withhold from any amounts payable under this Agreement such
federal, state, local or foreign taxes as shall be required to be withheld pursuant to any
applicable law or regulation.



15. Governing Law. This Agreement shall be governed by and construed in accordance with the
law of the State of Indiana without reference to principles of conflict of laws.



16. Attorney’s Fees. If any legal proceeding (whether in arbitration, at trial or on appeal)
is brought under or in connection with this Agreement, each party shall pay its own expenses,
including attorneys’ fees.



17. Term of Agreement. The term of this Agreement shall be one (1) year commencing on the date
hereof; provided however, that this Agreement shall be automatically renewed for successive
one-year terms commencing on each anniversary of the date of this Agreement unless the Company
shall have given notice of non-renewal to Executive at least 30 days prior to the scheduled
termination date; and further provided that notwithstanding the foregoing, this Agreement shall not
terminate (i) within three years after a Change in Control or (ii) during any period of time when a
transaction which would result in a Change in Control is pending or under consideration by the
Board. The termination of this Agreement shall not adversely affect any rights to which Executive
has become entitled prior to such termination. In addition, Section 4(a) shall survive the
termination of this Agreement.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
as of the day and year first above set forth.



	 	 	 	 	 
	 	HILL-ROM HOLDINGS, INC.

 	 
	 	By:  	/s/ John J. Greisch
 	 
	 	 	Title: President and Chief Executive Officer 	 
	 	 	 
	 	                                                   Kimberly Dennis 9/30/2010
 	 
	 	Executive 	 
	 	 	 



 


12









 





CAUTION: READ BEFORE SIGNING




Exhibit A




SAMPLE SEPARATION AND RELEASE AGREEMENT




THIS SEPARATION and RELEASE AGREEMENT (“Agreement”) is entered into by and between [INSERT
EXECUTIVE’S NAME] (“Executive”) and Hill-Rom Holdings, Inc. (together with its subsidiaries and
affiliates, the “Company”). To wit, the Parties agree as follows:




	 	1.	 	Executive and the Company have entered into an [Amended] Change in Control
Agreement, attached hereto as Exhibit [A], effective as of [INSERT DATE] (the “Change
in Control Agreement”).







	 	2.	 	Executive’s employment by the Company has been terminated following a Change in
Control as described in the Change in Control Agreement. Executive shall terminate
employment effective [INSERT DATE OF TERMINATION] (Executive’s “Effective Termination
Date”). Except as specifically provided by this Agreement, the Change in Control
Agreement, or any other non-employment agreement that may exist between the Company and
Executive, Executive agrees that the Company shall have no other obligations or
liabilities to Executive following Executive’s Effective Termination Date and that
Executive’s receipt of the benefits as outlined in the Change in Control Agreement
shall constitute a complete settlement, satisfaction and waiver of any and all claims
Executive may have against the Company.







	 	3.	 	Executive acknowledges that Executive has been advised of the American Jobs
Creation Act of 2004, which added Section 409A (“Section 409A”) to the Internal Revenue
Code, and significantly changed the taxation of nonqualified deferred compensation
plans and arrangements. Under proposed and final regulations as of the date of this
Agreement, Executive has been advised that if Executive is a “key Executive” covered by
Section 409A or any similar law, Executive’s 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 Executive’s receipt of severance compensation. These include, but are not
limited to, a provision which requires that distributions to “specified employees” of
public companies 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 deferrals, with interest
calculated at a penalty rate and a 20% penalty. As a result of the requirements
imposed by the American Jobs Creation Act of 2004, Executive agrees if Executive is a
“specified employee” at the time of Executive’s termination of employment and if
severance payments are covered as “non-qualified deferred compensation” or otherwise
not exempt, the severance pay benefits shall not be paid until a date at least six (6)
months after Executive’s Effective Termination Date from Company, as more fully
explained in the Change in Control Agreement.




 


13









 











	 	4.	 	In consideration of the promises contained in this Agreement and contingent
upon Executive’s compliance with such promises, the Company agrees to provide Executive
the benefits outlined in the Change in Control Agreement (the “Severance Benefits”).







	 	5.	 	The Company further agrees to provide Executive with limited out-placement
counseling with a company of its choice provided that Executive participates in such
counseling immediately following termination of employment. Notwithstanding anything
in this Section 5 to the contrary, the out-placement counseling shall not be provided
after the last day of the second calendar year following the calendar year in which
termination of employment occurs.







	 	6.	 	In exchange for the foregoing Severance Benefits, [INSERT EMPLOYEE FULL NAME]
on behalf of himself/herself, Executive’s heirs, representatives, agents and assigns
hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS, and FOREVER DISCHARGES (i) Hill-Rom
Holdings, Inc., (ii) its subsidiary or affiliated entities, (iii) all of their present
or former directors, officers, Executives, 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 Executive now has or may have had through the effective date of this
Agreement.







	 	7.	 	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 Executive may
have under the Civil Rights Acts of 1866 and 1964, as amended, 42 U.S.C. §§ 1981 and
2000(e) et seq.; the Civil Rights Act of 1991; the Age Discrimination
in Employment Act, as amended, 29 U.S.C. §§ 621 et seq.; the Americans
with Disabilities Act of 1990, as amended, 42 U.S.C §§ 12,101 et seq.;
the Fair Labor Standards Act 29 U.S.C. §§ 201 et seq.; the Worker
Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101, et seq.;
the Sarbanes-Oxley Act of 2002, specifically including the Corporate and Criminal Fraud
Accountability Act, 18 U.S.C. §1514,A et seq.; and any other federal,
state or local law governing the Parties’ employment relationship; (ii) any claims on
account of, arising out of or in any way connected with Executive’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 Executive, 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 Executives; (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.




 


14









 











	 	8.	 	Executive further agrees and covenants not to sue the Company or any entity or
individual subject to the foregoing General Release with respect to any claims,
demands, liabilities or obligations release by this Agreement provided, however, that
nothing contained in this Agreement shall:







	 	(a)	 	prevent Executive from filing an administrative charge with the
Equal Employment Opportunity Commission or any other federal state or local
agency; or







	 	(b)	 	prevent employee from challenging, under the Older Worker’s
Benefit Protection Act (29 U.S.C. § 626), the knowing and voluntary nature of
Executive’s release of any age claims in this Agreement in court or before the
Equal Employment Opportunity Commission. [INCLUDE THIS SUBPARAGRAPH (b) IF
EMPLOYEE IS AGE 40 OR OLDER]







	 	9.	 	Notwithstanding Executive’s right to file an administrative charge with the
EEOC or any other federal, state, or local agency, Executive agrees that with
Executive’s release of claims in this Agreement, Executive has waived any right
Executive may have to recover monetary or other personal relief in any proceeding based
in whole or in part on claims released by Executive in this Agreement. For example,
Executive waives any right to monetary damages or reinstatement if an administrative
charge is brought against the Company whether by Executive, the EEOC, or any other
person or entity, including but not limited to any federal, state, or local agency.
Further, with Executive’s release of claims in this Agreement, Executive specifically
assigns to the Company Executive’s right to any recovery arising from any such
proceeding.







	 	10.	 	[INCLUDE THIS LANGUAGE IF THE EMPLOYEE IS AGE 40 OR OLDER] The Parties
acknowledge that it is their mutual and specific intent that the above waiver fully
complies with the requirements of the Older Workers Benefit Protection Act (29 U.S.C. §
626) and any similar law governing release of claims. Accordingly, Executive hereby
acknowledges that:







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







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







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







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




 


15









 











	 	11.	 	[ADD THIS LANGUAGE IF THE EMPLOYEE IS AGE 40 OR OLDER] 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 Executive,
whichever is later. Executive may revoke this Agreement for any reason by providing
written notice of such intent to the Company within seven (7) days after Executive has
signed this Agreement, thereby forfeiting Executive’s right to receive any Severance
Benefits provided hereunder and rendering this Agreement null and void in its entirety.
This revocation must be sent to the Executive’s HR representative with a copy sent to
the Hill-Rom Office of Chief Legal Officer and must be received by the end of the
seventh day after the Executive signs this Agreement to be effective.







	 	12.	 	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically
acknowledges that, as a condition of this Agreement, Executive expressly releases all
rights and claims that Executive knows about as well as those Executive may not know
about. Executive expressly waives all rights under Section 1542 of the Civil Code of
the State of California, which reads as follows:







“A general release does not extend to claims which the creditor does not
know or suspect to exist in Executive’s favor at the time of executing the
release which if known, must have materially affected Executive’s settlement
with the debtor.”




Notwithstanding the provision by Section 1542, and for the purpose of implementing a
full and complete release and discharge of the Company as set forth above, Executive
expressly acknowledges that this Agreement is intended to include and does in its
effect, without limitation, include all claims which Executive does not know or
suspect to exist in Executive’s favor at the time of signing this Agreement and that
this Agreement expressly contemplates the extinguishment of all such claims.




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







	 	14.	 	Similarly, notwithstanding any provision contained herein to the contrary, this
Agreement shall not constitute a waiver or release or otherwise affect Executive’s
rights with respect to any vested benefits, any rights Executive has to benefits which
can not be waived by law, any coverage provided under any Directors and Officers
(“D&O”) policy, any rights Executive may have under any
indemnification agreement Executive has with the Company prior to the date hereof,
any rights Executive 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









 






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







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







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




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




 


17









 











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







	 	19.	 	Executive agrees that all such Confidential Information is and shall remain the
sole and exclusive property of the Company. Except as may be expressly authorized by
the Company in writing, or as may be required by law after providing due notice thereof
to the Company, Executive 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 Executive’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 Executive or other wrong doing.







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







	 	21.	 	Executive 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 Executive’s behalf (e.g., payment of any outstanding
JPMorgan Chase Corporate MasterCard bill) to the extent permitted by Section 409A.





 


18









 






	 	22.	 	Executive agrees to cooperate with the Company in connection with any pending
or future litigation, proceeding or other matter which has been or may be brought
against or by the Company before any agency, court, or other tribunal and concerning or
relating in any way to any matter falling within Executive’s knowledge or former area
of responsibility. Executive agrees to immediately notify the Company, through the
Office of the Chief Legal Officer, in the event Executive is contacted by any outside
attorney (including paralegals or other affiliated parties) unless (i) the Company is
represented by the attorney, (ii) Executive is represented by the attorney for the
purpose of protecting Executive’s personal interests or (iii) the Company has been
advised of and has approved such contact. Executive 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
Executive for all reasonable out of pocket expenses incurred at the request of the
Company associated with such assistance and testimony.







	 	23.	 	Executive 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 Executives, 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 Executive, 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 Executive. The Parties acknowledge, however, that
nothing contained herein shall be construed to prevent or prohibit the Company or the
Executive from providing truthful information in response to any court order, discovery
request, subpoena or other lawful request.







	 	24.	 	EXECUTIVE 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, Executive agrees that Executive shall not communicate,
display or otherwise reveal any of the contents of this Agreement to anyone other than
Executive’s spouse, legal counsel or financial advisor provided, however, that they are
first advised of the confidential nature of this Agreement and Executive obtains their
agreement to be bound by the same. The Company agrees that Executive may respond to
legitimate inquiries regarding the termination of Executive’s employment by stating
that the Parties have terminated their relationship on an
amicable basis and that the Parties have entered into a Confidential Separation and
Release Agreement that prohibits Executive’s from further discussing the specifics
of Executive’s separation. Nothing contained herein shall be construed to prevent
Executive from discussing or otherwise advising subsequent employers of the
existence of any obligations as set forth in Executive’s Employment Agreement.
Further, nothing contained herein shall be construed to limit or otherwise restrict
the Company’s ability to disclose the terms and conditions of this Agreement as may
be required by business necessity.




 


19









 











	 	25.	 	In the event that Executive breaches or threatens to breach any provision of
this Agreement, Executive 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. Executive hereby waives any claim that the Company has an
adequate remedy at law. In addition, and to the extent not prohibited by law,
Executive 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. Executive 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 Executive pursues any claims against the Company
subject to the foregoing General Release, or breaches the above confidentiality
provision, Executive agrees to immediately reimburse the Company for the value of all
benefits received under this Agreement to the fullest extent permitted by law.







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







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







	 	28.	 	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.




 


20









 











	 	29.	 	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.







	 	30.	 	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.







	 	31.	 	[USE THIS LANGUAGE IF OWBPA LANGUAGE (FOR EMPLOYEES AGE 40 OR OVER) IS NOT
INCLUDED] Executive acknowledges that Executive has been offered a period of twenty-one
(21) days within which to consider and review this Agreement; that Executive has
carefully read and fully understands all of the provisions of this Agreement; and that
Executive has entered into this Agreement knowingly and voluntarily.







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







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






PLEASE READ CAREFULLY. THIS SEPARATION AND RELEASE

AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.




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



	 	 	 	 	 	 	 
	[EXECUTIVE]	 	HILL-ROM HOLDINGS, INC.
	 
	 	 	 	 	 	 
	Signed:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Printed:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	Dated:

	 	 	 	Dated:	 	 
	 

	 	 
	 	 	 	 





 


21









 





Exhibit B

ILLUSTRATIVE COMPETITOR LIST




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



	 	 	 	 	 	 	 
	•

	 	Amico Corporation
	 	•
	 	Anodyne Medical Device, Inc.
	 
	 	 	 	 	 	 
	•

	 	APEX Medical Corp.
	 	•
	 	Apria Healthcare Inc.
	 
	 	 	 	 	 	 
	•

	 	Aramark Corporation
	 	•
	 	Ascom (Ascom US, Inc.)
	 
	 	 	 	 	 	 
	•

	 	Barton Medical Corporation
	 	•
	 	B.G. Industries, Inc.
	 
	 	 	 	 	 	 
	•

	 	CareMed Supply, Inc.
	 	•
	 	Comfortex, Inc.
	 
	 	 	 	 	 	 
	•

	 	Corona Medical SAS
	 	•
	 	Custom Medical Solutions
	 
	 	 	 	 	 	 
	•

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


•
	 	Encompass Group, LLC


Freedom Medical, Inc.
	 
	 	 	 	 	 	 
	•


•

	 	Fitzsimmons Home Medical Equipment, Inc.


Gaymar Holding Company, LLC (Gaymar Industries, Inc.)
	 	•
	 	GF Health Products, Inc. (Graham Field)
	 
	 	 	 	 	 	 
	•

	 	Getinge Group (Arjo; Getinge; Maquet; Pegasus;
Huntleigh Technology Plc (Huntleigh Healthcare, LLC))
	 	•


•
	 	Handicare AS (Romedic, Inc.)


Horcher GmbH
	 
	 	 	 	 	 	 
	•

	 	Human Care HC AB
	 	•
	 	Intego Systems, Inc. (formerly known as Wescom Products, Inc.)

	 
	 	 	 	 	 	 
	•

	 	Industrie Guido Malvestio S.P.A.	 	 	 	 
	 
	 	 	 	 	 	 
	•

	 	Invacare Corporation
	 	•
	 	Joerns Healthcare, Inc.
	 
	 	 	 	 	 	 
	•

	 	Joh. Stiegelmeyer & Co., GmbH (Stiegelmeyer)
	 	•
	 	Kinetic Concepts, Inc. (KCI)
	 
	 	 	 	 	 	 
	•

	 	Linak Group
	 	•
	 	Linet (Linet France, Linet Far East)
	 
	 	 	 	 	 	 
	•

	 	MedaSTAT, LLC
	 	•
	 	Medical Specialties Distributors, LLC
	 
	 	 	 	 	 	 
	•

	 	Medline Industries, Inc.
	 	•
	 	Merivaara Corporation
	 
	 	 	 	 	 	 
	•

	 	MIZUOSI
	 	•
	 	 Modular Service Company





 


22









 





	 	 	 	 	 	 	 
	•

	 	Molift
	 	•
	 	Nemschoff Chairs, Inc.
	 
	 	 	 	 	 	 
	•

	 	Paramount Bed Company, Ltd.
	 	•
	 	Nurture by Steelcase, Inc.
	 
	 	 	 	 	 	 
	•

	 	Pardo
	 	•
	 	Pegasus Airwave, Inc.
	 
	 	 	 	 	 	 
	•

	 	Premise Corporation
	 	•
	 	Prism Medical Ltd (Waverly Glen)
	 
	 	 	 	 	 	 
	•

	 	Radianse, Inc.
	 	•
	 	Rauland-Borg Corporation
	 
	 	 	 	 	 	 
	•

	 	Recovercare, LLC (Stenbar, T.H.E. Medical)
	 	•
	 	Sentech Medical Systems, Inc.
	 
	 	 	 	 	 	 
	•

	 	SimplexGrinnell, LP
	 	•
	 	SIZEwise Rentals, LLC
	 
	 	 	 	 	 	 
	•

	 	Span America Medical Systems, Inc.
	 	•
	 	Statcom (Jackson Healthcare Solutions)
	 
	 	 	 	 	 	 
	•

	 	Stryker Corporation
	 	•
	 	Sunrise Medical (Ted Hoyer and Company)
	 
	 	 	 	 	 	 
	•

	 	Tempur-Pedic Medical, Inc.
	 	•
	 	Tele-Tracking Technologies, Inc.
	 
	 	 	 	 	 	 
	•

	 	Universal Hospital Services, Inc.
	 	•
	 	V. Guldmann A/S
	 
	 	 	 	 	 	 
	•

	 	Voelker AG
	 	•
	 	West-Com Nurse Call Systems, Inc.






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



(Revised list April 2010)





 


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