Exhibit 10.65





EXHIBIT 10.65




FORM OF HILL-ROM HOLDINGS, INC.

STOCK AWARD (CEO Version)

(EFFECTIVE <date>)




1. Purpose. The purpose of the Hill-Rom Holdings, Inc. Stock Award (hereinafter
called the “Award”), which is granted under the Hill-Rom Holdings, Inc. Stock Incentive Plan (the
“Plan”), is to promote profitability and growth of Hill-Rom Holdings, Inc. (the “Company”) by
offering an incentive payable in Company common stock to <Name> (“Employee”) who contributes
to such profitability and growth.



2. Amount of Award. The Company shall cause an account to be established in the name
of the Employee (“Deferred Stock Account”), which shall be assumed to be invested in <Units>
shares (“Initial Deferred Stock Award”) of common stock, no par value of the Company (“Common
Stock”). No actual shares of Common Stock shall be held in the Deferred Stock Account, and the
number of shares of Common Stock maintained in the Deferred Stock Account (“Deferred Stock”) shall
be a book entry which states the number of shares of Common Stock the Employee would have a right
to receive in accordance with the terms of this Award. Any cash dividend paid on Common Stock by
the Company while the Deferred Stock Account exists will be assumed to be paid on the Deferred
Stock in the Deferred Stock Account and shall be assumed to be reinvested in Common Stock on the
date of such dividend payment, thereby increasing the number of shares of Deferred Stock maintained
in the Deferred Stock Account. Any stock dividends, stock splits and other similar rights inuring
to Common Stock shall also be assumed to inure to the Deferred Stock, which may increase or
decrease the number of shares of Deferred Stock in the Deferred Stock Account. The Initial
Deferred Stock Award plus any increases or less any decreases due to cash dividends, stock
dividends, stock splits and any other similar rights inuring to Common Stock as set forth in the
two immediately preceding sentences shall herein after be referred to as the “Deferred Stock
Award.”



If Employee’s employment with the Company or any of its Subsidiaries (as defined in the Plan)
continues uninterrupted from the effective date of this Award through the day after the first,
second, third and fourth anniversaries of such effective date, respectively, an amount of Deferred
Stock which equals a percentage as set forth below of the Deferred Stock Award, shall be
non-forfeitable (“Vested Deferred Stock”), and the Company shall, subject to his election to defer
receipt, deliver to him shares of Common Stock equal in number to the number of shares of Deferred
Stock which became Vested Deferred Stock on the day after such second, third, and fourth
anniversary dates as follows:



	 	 	 
	The day after the first anniversary date of the effective date of this Award

	 	25% of the Deferred Stock Award
	The day after the second anniversary date of the effective date of this
Award

	 	25% of the Deferred Stock Award
	The day after the third anniversary date of the effective date of this Award

	 	25% of the Deferred Stock Award
	The day after the fourth anniversary date of the effective date of this
Award

	 	25% of the Deferred Stock Award





 


 









 





Any Deferred Stock maintained in the Deferred Stock Account which is not Vested Deferred Stock
shall, upon the Employee’s termination of employment, be forfeited by Employee without the payment
of any consideration or further consideration by the Company, and neither Employee nor any
successors, heirs, assigns, or legal representatives of Employee shall thereafter have any further
rights or interest in such forfeited Deferred Stock. Any fractional shares of Vested Deferred
Stock shall be rounded up to the next whole share of Vested Deferred Stock.



Notwithstanding the schedule set forth above, Deferred Stock maintained in the Deferred Stock
Account shall become Vested Deferred Stock upon (A) the occurrence of any one of the following
events: (i) termination of Employee’s employment with the Company, one of its Subsidiaries (as
defined in the Plan) or one of their respective divisions by reason of retirement after (a) the day
after the first anniversary date of the effective date of this Award, and (b) attaining age
fifty-five (55) and completion of five (5) years of employment, or (ii) termination of Employee’s
employment with the Company, one of its Subsidiaries or one of their respective divisions by reason
of disability, as determined by the Compensation and Management Development Committee of the
Company’s Board of Directors (the “Committee”), or death, or (B) the termination of Employee’s
employment by the Company for any reason other than on account of his death, disability, retirement
or for Cause (as defined in Employee’s employment agreement) or by Employee for Good Reason (as
defined in Employee’s employment agreement) (i)after the day after the first anniversary date of
the effective date of this Award and (ii) after the occurrence, but before the third anniversary,
of (a)a Change in Control (as defined in Section 14.2 of the Plan), or (b) a sale, transfer or
disposition of substantially all of the assets or capital stock of a Subsidiary (as defined in the
Plan) or division of the Company or one of its Subsidiaries for whom the Employee is employed at
the time of such Change in Control, sale, transfer or disposition. Notwithstanding anything herein
to the contrary, the distribution by the Company to Company shareholders of any or all of the
shares of common stock of any of its Subsidiaries (“Distribution”) shall not constitute an event
causing Deferred Stock to become Vested Deferred Stock as described in the preceding sentence.
Temporary absences from employment because of illness, vacation or leave of absence and transfers
among the Company and/or any of its Subsidiaries shall not be considered terminations of
employment. For purposes of this Agreement and the Plan, the Committee shall have absolute
discretion to determine the date and circumstances of termination of Employee’s employment, and its
determination shall be final, conclusive and binding upon Employee. Except as provided in this
paragraph, upon termination of employment with the Company, one of its Subsidiaries (as defined in
the Plan) or one of their respective divisions, the Employee shall be entitled to receive only the
number of shares of Vested Deferred Stock as set forth in the vesting schedule set forth in the
second paragraph of this Section 2. Notwithstanding anything herein to the contrary, the transfer
of Employee’s employment from the Company to any of its Subsidiaries or from one of the Company’s
Subsidiaries to the Company or another of the Company’s Subsidiaries in connection with a
Distribution shall not constitute a termination of employment for purposes of this Agreement, and
Employee’s employment will be deemed to continue for purposes of this Agreement until otherwise
terminated as provided herein. In particular, if Employee transfers employment from the Company to
any of its Subsidiaries or from one of the Company’s Subsidiaries to the Company or another of the
Company’s Subsidiaries in connection with or in anticipation of the Distribution, such transfer
shall not constitute a termination of employment
for purposes of this Agreement, and Employee’s employment will be deemed to continue for purposes
of this Agreement until otherwise terminated as provided herein.


 


 









 





The shares of Common Stock delivered to the Employee shall be from shares held by the Company as
treasury stock or from shares of Common Stock acquired by the Company in the open market. Subject
to the Employee’s election to defer, all shares of Common Stock to be delivered to the Employee
shall be delivered as soon as administratively possible after the day after the corresponding
anniversary date or the Employee’s termination of employment under clause (A)(ii) in the immediate
foregoing paragraph, provided that the shares of Common Stock to be delivered as set forth herein
(not deferred shares) shall be delivered no later than the 15th day of the third month
following the end of the Company’s first taxable year in which such shares become Vested Deferred
Stock. However, all shares of Common Stock shall be delivered as soon as administratively possible
after the occurrence of the events described in clauses B(i) and B(ii) in the immediate foregoing
paragraph, but no later than ninety (90) days following the occurrence of such event (subject to
the last sentence of this paragraph), provided that the Employee shall have no right to designate
the calendar year in which the shares will be delivered. Tothe extent shares of Common Stock have
not been delivered hereunder prior to the date the Employee has attained age fifty-five (55) and
completed five (5) years of employment, then thereafter any shares to be delivered hereunder shall
be delivered upon the earlier to occur of: (i) the corresponding anniversary date set forth in
the second paragraph of this Section 2, provided such Common Stock shall be delivered no later than
the 15th day of the third month following the end of the Company’s first taxable year in which such
anniversary date occurs, or (ii) the date of the Employee’s termination of employment, provided
such Common Stock shall be delivered no later than ninety (90) days following the Employee’s
termination of employment and further provided that the Employee shall have no right to designate
the calendar year in which the shares will be delivered. Notwithstanding the foregoing, if shares
become deliverable by reason of the Employee’s termination of employment following retirement or a
Change in Control and at the time of the Employee’s termination of employment the Employee is a
“specified employee” as defined in Section 409A of the Code (as defined below), then the shares of
Common Stock to be delivered shall be delivered on the date which is six months after the date of
the Employee’s termination of employment.



3. Administration of the Award. The Committee shall administer the Award. The
Committee shall have complete and full discretion in the administration and interpretation of the
terms of the Award.



4. Right to Defer Payment of Award.



(a) Election to Defer Award. The Employee may elect to defer payment of the Award otherwise
due on the anniversary date set forth in Section 2 by completing a written election and delivering
such election to the Company at least one year prior to the applicable anniversary date; provided
however, that the completion of such written election and the delivery of such election may be at
an earlier date as determined by the Committee or required by law to insure the validity of such
deferral. The deferral period elected cannot end prior to five (5) years after an Award is
otherwise due on an anniversary date set forth in Section 2. At the end of the deferral period
elected by the Employee (or within a certain period of time after the last day of the deferral
period as determined by the Committee or required by law to
insure the validity of the deferral), the Company, consistent with Section 2 and subject to Section
6, 7 and 8 shall deliver to the Employee shares of Common Stock equal in number to the number of
Vested Deferred Stock held in the Employee’s Deferred Stock Account.


 


 









 





(b) Financial Hardship. A withdrawal from the Employee’s Deferred Stock Account of Vested
Deferred Stock shall be permitted prior to the termination of the deferral period in the event that
the Employee experiences an “unforeseeable emergency” as such term in defined Section
409A(a)(2)(B)(ii) of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations
issued therewith. The Employee must apply to the Committee for an unforeseeable emergency
withdrawal and demonstrate that the circumstances being experienced were not under the Employee’s
control and constitute a real emergency, which is likely to cause a severe financial hardship. The
Committee shall have the authority to require such medical or other evidence as it may need to
determine the necessity for the Employee’s withdrawal request. If such application for withdrawal
is permitted, the amount of such withdrawal shall be limited to an amount reasonably necessary to
satisfy the emergency need, and the Committee must take into account any additional compensation
available. If the Employee makes a withdrawal, the amount of the Employee’s Deferred Stock Account
under this Award shall be proportionately reduced to reflect the withdrawal. Also, the withholding
requirements described in Section 7 shall also be effected before the withdrawal. Notwithstanding
anything in this Section 4(b) to the contrary, any withdrawal for any unforeseeable emergency must
comply with Section 409A(a)(2)(B) of the Code.



5. No Rights as Stockholder. Employee shall have no rights as a stockholder with
respect to any shares of Common Stock covered by this Award until shares of Common Stock are
delivered to the Employee pursuant to the last paragraph in Section 2 and Section 4. Until such
time, Employee shall not be entitled to dividends (except where the Employee’s Deferred Stock
Account is adjusted pursuant to the first paragraph of Section 2) or to vote at meetings of the
stockholders of the Company.



6. Compliance With Securities Laws. Prior to the receipt of any certificates for
shares of Common Stock pursuant to this Award, Employee (or Employee’s beneficiary or legal
representative upon Employee’s death or disability) shall enter into such additional written
representations, warranties and Awards as the Company may reasonably request in order to comply
with applicable securities laws or with this Award.



7. Stock Ownership Guidelines. Employee (or Employee’s beneficiary or legal
representative upon the Employee’s death or disability) shall be bound by the “Stock Ownership
Guidelines” of the Company as may be in effect from time to time.



8. Withholding. Any payment of Common Stock under this Award shall be subject to
applicable federal and state withholding requirements. Hence, unless the Employee delivers a check
to the Company equal to the required withholding, the number of shares distributed shall be reduced
to meet the Employee’s applicable withholding requirements.



9. Designation of Beneficiary. The Employee shall be permitted to provide to the
Committee a beneficiary designation for receipt of his or her Award after death. If the Employee
fails to designate a beneficiary, or if the designated beneficiary predeceases the
Employee, the Award shall be paid to the deceased Employee’s spouse, if living, or if such spouse
is not living, to the deceased Employee’s estate.


 


 









 





10. Adjustments. In the event of any merger, reorganization, consolidation, sale of
substantially all assets, recapitalization, stock dividend, stock split, spin-off, split-up,
split-off, distribution of assets or other change in corporate structure occurring after the
effective date of this Award affecting the Common Stock subject to this award, the Board shall
adjust the number and kind of shares of Common Stock subject to this Award so as to maintain the
proportionate number of shares subject to this award, and such adjustment shall be conclusive and
binding upon the Employee and the Company.



11. Non-Transferability.



(a) The Deferred Stock, the Deferred Stock Account and the Vested Deferred Stock may not be
sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered and no such
sale, assignment, transfer, exchange, pledge, hypothecation, or encumbrance, whether made or
created by a voluntary act of the Employee or any agent of the Employee or by operation of law,
shall be recognized by, or be binding upon, or shall in any manner affect the rights of, the
Company, its successors or any agent thereof.



(b) No amounts payable under the Award shall be transferable by the Employee other than by his
designation of a beneficiary pursuant to Section 9. The amounts payable under the Award shall be
exempt from the claims of creditors of the Employee and from all orders, decrees, levies and
executions and any other legal process to the fullest extent that may be permitted by law.



12. Amendments to Award. The Award may only be modified upon the mutual agreement of
the Company and the Employee.



13. Source of Benefit Payments. The payment of the Award to the Employee shall be
paid solely from the general assets of the Company. Until the actual delivery of the shares of
Common Stock, the Employee shall not have any interest in any specific assets of the Company,
including shares of Common Stock, under the terms of the Award. The Award shall not be considered
to create an escrow account, trust fund or other funding arrangement of any kind, or a fiduciary
relationship between the Employee and the Company. Until such time of payment, no shares of the
Common Stock shall be set aside by the Company for the Award.



14. Successors and Assigns.



(a) This Award is personal to the Employee and without the prior written consent of the
Company shall not be assignable by the Employee except by will or the laws of descent and
distribution. This Award shall inure to the benefit of and be enforceable by the Employee’s
guardian and legal representatives.



(b) This Award shall inure to the benefit of and be binding upon the Company and its
successors and assigns.


 


 









 





(c) The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Award in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place.



15. Award Subject to Plan. This Award is subject to the terms of the Plan. The terms
and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated
herein by reference. In the event of a conflict between any terms and provisions contained herein
and the terms or provisions of the Plan, the applicable terms or provisions of the Plan will govern
and prevail.



16. Governing Law. This Award shall be governed by and construed in accordance with
the internal laws of the State of Indiana without reference to principles of conflict of laws. The
captions of this Award are not part of the provisions hereof and shall have no force or effect.
This Award may not be amended or modified except by a written Award executed by the parties hereto
or their respective successors and legal representatives.



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



18. No Waiver. The failure of the Employee or the Company to insist upon strict
compliance with any provision of this Award or the failure to assert any right the Employee or the
Company may have under this Award shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Award.



19. Entire Award. The Employee and the Company acknowledge that this Award supersedes
any prior agreement between the parties with respect to the subject matter of this Award.



20. Counterparts. This Award may be executed in counterparts, which together shall
constitute one and the same original.



Effective Date: <date>




	 	 	 	 	 
	 	HILL-ROM HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Perry Stuckey 	 
	 	 	Senior Vice President, Chief Human Resources Officer 	 
	 	 	 
	Accepted: 	
 	 
	 	<Name>