Exhibit 10.57





EXHIBIT 10.57




AMENDED EMPLOYMENT AGREEMENT


P R E A M B L E




This Amended Employment Agreement defines the essential terms and conditions of our employment
relationship with you. The subjects covered in this Agreement are vitally important to you and to
the Company. Thus, you should read the document carefully and ask any questions before signing the
Agreement. Given the importance of these matters to you and the Company, you are required to sign
the Agreement as a condition of employment.




This AMENDED EMPLOYMENT AGREEMENT, dated and effective this 26th day of August 2010 is entered
into by and between Hill-Rom Holdings, Inc. (the “Company”) and Mark Baron (“Employee”).



W I T N E S S E T H:




WHEREAS, the Company and its affiliated entities are engaged in the healthcare industry
throughout the United States and abroad, including, but not limited to, the design, manufacture,
sale, service and rental of hospital beds and stretchers, hospital furniture, medical-related
architectural products, specialty sleep surfaces (including therapeutic surfaces), air clearing
devices, biomedical and asset management services, as well as other medical-related accessories,
devices, and products;



WHEREAS, the Company is willing to continue to employ Employee in an executive or managerial
position and Employee desires to continue to be employed by the Company in such capacity based upon
the terms and conditions set forth in this Agreement;



WHEREAS, in the course of the employment contemplated under this Agreement and as a
continuation of Employee’s past employment with the Company, if applicable, it will be necessary
for Employee to acquire and maintain knowledge of certain trade secrets and other confidential and
proprietary information regarding the Company as well as any of its parent, subsidiary and/or
affiliated entities (hereinafter jointly referred to as the “Companies”);



WHEREAS, the Company and Employee (collectively referred to as the “Parties”) acknowledge and
agree that the execution of this Agreement is necessary to memorialize the terms and conditions of
their employment relationship as well as safeguard against the unauthorized disclosure or use of
the Company’s confidential information and to otherwise preserve the goodwill and ongoing business
value of the Company; and



WHEREAS, the Company and Employee have previously entered into an Amended Employment Agreement
and now consider it desirable to update that prior agreement in consideration for the benefits
provided herein and in consideration of the Release Agreement and the Release Affirmation Agreement
attached as Appendices A and C, respectively;


 


 









 





NOW THEREFORE, in consideration of Employee’s employment, the Company’s willingness to
disclose certain confidential and proprietary information to Employee and the mutual covenants
contained herein as well as other good and valuable consideration, the receipt of which is hereby
acknowledged, the Parties agree as follows:




	1.	 	Employment. As of the effective date of this Agreement, the Company agrees to employ
Employee as, and Employee agrees to serve as Senior Vice President Operations. Employee agrees
to perform all duties and responsibilities traditionally assigned to, or falling within the
normal responsibilities of, an individual employed in the above-referenced position. Employee
also agrees to perform any and all additional duties or responsibilities as may be assigned by
the Company in its sole discretion. The Parties acknowledge that both this title and the
underlying duties may change.






	2.	 	Term. From the effective date of this Agreement through October 1, 2010 (the
“Transition Date”), Employee shall perform his duties and responsibilities in a full-time
capacity. Effective October 2, 2010 and continuing through February 28, 2011 (the “Interim
Employment Period”), Employee shall work a minimum of 20% of his average hours worked while
working in a full-time capacity, which for purposes of this Agreement is agreed to be 40 hours
per month. Unless terminated earlier pursuant to Paragraphs 8-10, Employee’s active
employment by the Company shall terminate effective February 28, 2011 (the “Effective
Termination Date”).






	3.	 	Best Efforts and Duty of Loyalty. During the term of employment with the Company,
Employee covenants and agrees to exercise reasonable efforts to perform all assigned duties in
a diligent and professional manner and in the best interest of the Company. Until the
Transition Date, Employee agrees to devote his full working time, attention, talents, skills
and best efforts to further the Company’s business. During the Interim Employment Period,
Employee agrees to devote the working time (but no fewer then 40working hours per month),
attention, talents, skills and effort reasonably necessary to perform all assigned duties in a
satisfactory manner. Through the Effective Termination Date, Employee agrees not to take any
action, or make any omission, that deprives the Company of any business opportunities or
otherwise act in a manner that conflicts with the best interest of the Company or is otherwise
detrimental to its business. Employee agrees not to engage in any outside business activity,
whether or not pursued for gain, profit or other pecuniary advantage, without the express
written consent of the Company through the Transition Date; provided, however, that during the
Interim Employment Period, Employee may engage in such outside business activity but
conditioned on Employee satisfying his obligations under this Agreement including without
limitation the minimum service requirement set forth in Paragraph 2 above, the restrictions on
the use of Confidential Information set forth in Paragraphs 18-19, the restrictive covenants
set forth in Paragraphs 20-25, and the notice obligation set forth in Paragraph 27. Employee
shall act at all times in accordance with the Company’s Code of Ethical Business Conduct, and
all other applicable policies which may exist or be adopted by the Company from time to time.




 


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	4.	 	Compensation. For all services rendered by Employee on behalf of, or at the request
of, the Company, Employee shall be paid as follows:






	 	(a)	 	A base salary at the bi-weekly rate of Eleven Thousand Nine Hundred Twenty-three
Dollars and Eight Cents ($11,923.08), less usual and ordinary deductions;






	 	(b)	 	Incentive compensation, payable solely at the discretion of the Company, pursuant to
the Company’s existing Incentive Compensation Program or any other program as the Company
may establish in its sole discretion and subject to the terms of the Release Agreement
attached as Exhibit A; and






	 	(c)	 	Such additional compensation, benefits and perquisites as the Company may deem
appropriate.






	5.	 	Direct Deposit. As a condition of employment, and within thirty (30) days of the
effective date of this Agreement, Employee agrees to make all necessary arrangements to have
all sums paid pursuant to this Agreement direct deposited into one or more bank accounts as
designated by Employee.






	6.	 	Warranties and Indemnification. Employee warrants that he is not a party to any
contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely
affecting his ability to secure employment with any third party. Alternatively, should any
such agreement exist, Employee warrants that the contemplated services to be performed
hereunder will not violate the terms and conditions of any such agreement. In either event,
Employee agrees to fully indemnify and hold the Company harmless from any and all claims
arising from, or involving the enforcement of, any such restrictive covenants or other
agreements.






	7.	 	Restricted Duties. Employee agrees not to disclose, or use for the benefit of the
Company, any confidential or proprietary information belonging to any predecessor employer(s)
that otherwise has not been made public and further acknowledges that the Company has
specifically instructed him not to disclose or use such confidential or proprietary
information. Based on his understanding of the anticipated duties and responsibilities
hereunder, Employee acknowledges that such duties and responsibilities will not compel the
disclosure or use of any such confidential and proprietary information.






	8.	 	Termination by Employee. The Parties agree that Employee may terminate this
employment relationship at any time, for any reason, upon sixty (60) days advance written
notice. In such event, Employee shall only be entitled to such compensation, benefits and
perquisites that have been paid or fully accrued as of the effective date of his separation
and as otherwise explicitly set forth in this Agreement and in the Release Agreement attached
hereto as Exhibit A.




 


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	9.	 	Termination With Cause. Employee’s employment may be terminated by the Company at
any time “for cause” without notice or prior warning. For purposes of this Agreement, “cause”
shall mean the Company’s good faith determination that Employee has:






	 	(a)	 	Acted with gross neglect or willful misconduct in the discharge of his duties and
responsibilities or refused to follow or comply with the lawful direction of the Board of
Directors of the Company or the terms and conditions of this Agreement provided such
refusal is not based primarily on Employee’s good faith compliance with applicable legal
or ethical standards;






	 	(b)	 	Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at
the felony level), unethical, involves moral turpitude or is otherwise illegal and
involves conduct that has the potential, in the Company’s reasonable opinion, to cause the
Company, its officers or its directors embarrassment or ridicule;






	 	(c)	 	Violated a material requirement of any Company policy or procedure, specifically
including a violation of the Company’s Code of Ethical Business Conduct or Associate
Policy Manual;






	 	(d)	 	Disclosed without proper authorization any trade secrets or other Confidential
Information (as defined herein);






	 	(e)	 	Engaged in any act that, in the reasonable opinion of the Company, is contrary to its
best interests or would hold the Company, its officers or directors up to probable civil
or criminal liability, provided that, if Employee acts in good faith in compliance with
applicable legal or ethical standards, such actions shall not be grounds for termination
for cause; or







	 	(f)	 	 Engaged in such other conduct recognized at law as constituting cause.







Upon the occurrence or discovery of any event specified above, the Company shall have the
right to terminate Employee’s employment, effective immediately, by providing notice thereof
to Employee without further obligation to him, other than accrued wages or other accrued
wages, deferred compensation or other accrued benefits of employment (collectively referred
to herein as “Accrued Obligations”), which shall be paid in accordance with the Company’s
past practice and applicable law. To the extent any violation of this Paragraph is capable
of being promptly cured by Employee (or cured within a reasonable period to the Company’s
satisfaction), the Company agrees to provide Employee with a reasonable opportunity to so
cure such defect. Absent written mutual agreement otherwise, the Parties agree in advance
that it is not possible for Employee to cure any violations of sub-paragraph (b) or (d) and,
therefore, no opportunity for cure need be provided in those circumstances.




	10.	 	Termination Due to Death or Disability. In the event Employee dies or suffers a
disability (as defined herein) during the term of employment, this Agreement shall
automatically be terminated on the date of such death or disability without further obligation
on the part of the Company other than the payment of Accrued Obligations. For purposes of
this Agreement, Employee shall be considered to have suffered a “disability” upon a
determination that Employee cannot perform the essential functions of his position as a result
of a such disability and the occurrence of one or more of the following events:






	 	(a)	 	Employee becomes eligible for or receives any benefits pursuant to any disability
insurance policy as a result of a determination under such policy that Employee is
permanently disabled;




 


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	 	(b)	 	Employee becomes eligible for or receives any disability benefits under the Social
Security Act; or






	 	(c)	 	A good faith determination by the Company that Employee is and will likely remain
unable to perform the essential functions of his duties or responsibilities hereunder on a
full time basis, with or without reasonable accommodation, as a result of any mental or
physical impairment.






Notwithstanding anything expressed or implied above to the contrary, the Company agrees to
fully comply with its obligations under the Family and Medical Leave Act of 1993 and the
Americans with Disabilities Act as well as any other applicable federal, state, or local law,
regulation, or ordinance governing the provision of leave to individuals with serious health
conditions or the protection of individuals with disabilities, as well as the Company’s
obligation to provide reasonable accommodation thereunder.




	11.	 	Exit Interview. Upon termination of Employee’s employment for any reason, Employee
agrees, if requested, to participate in an exit interview with the Company and reaffirm in
writing his post-employment obligations as set forth in this Agreement.






	12.	 	Section 409A Notification. Employee acknowledges that he has been advised of the
American Jobs Creation Act of 2004, which added Section 409A to the Internal Revenue Code
(“Section 409A”), and significantly changed the taxation of nonqualified deferred compensation
plans and arrangements. Under proposed and final regulations as of the date of this
Agreement, Employee has been advised that his severance pay and other termination benefits 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, including the timing thereof. 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 such 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, Employee agrees if he is a “specified employee” at the
time of his termination of employment and if payments in connection with such termination of
employment are subject to Section 409A and not otherwise exempt, such payments (and other
benefits to the extent applicable) due Employee at the termination of employment shall not be
paid until a date at least six (6) months after Employee’s separation from service (as defined
in Section 409A and applicable regulations). 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 Employee 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 




 


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maximum extent
practicable, the original intent of the applicable provision without violating the provisions
of Section 409A and (ii) notify and consult with Employee 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 Employee 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 Employee under this
Agreement shall be paid to Employee 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 Employee) 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 Employee) under this Agreement shall not be subject to liquidation or exchange for another
benefit.




	13.	 	Section 409A Acknowledgement. Employee acknowledges that, notwithstanding anything
contained herein to the contrary, both Parties shall be independently responsible for
assessing their own risks and liabilities under Section 409A that may be associated with any
payment made under the terms of this Agreement or any other arrangement which may be deemed to
trigger Section 409A. Further, 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. 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
claims obligation. Employee understands and acknowledges that neither the Company, nor any of
its employees, attorneys, or other representatives has provided or will provide 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.






	14.	 	Severance Payments. In the event Employee continues employment with the Company
through the Effective Termination Date and is terminated by the Company without cause on the
Effective Termination Date, then, subject to the normal terms and conditions imposed by the
Company as set forth herein and in the attached Release Agreement and the attached Release
Affirmation Agreement, Employee shall be eligible to receive severance pay in an amount equal
to thirty four (34) weeks of his base salary at the Effective Termination Date.






	15.	 	Severance Payment Terms and Conditions. No severance pay shall be paid if Employee
voluntarily leaves the Company’s employ or is terminated for cause. Any severance pay made
payable under this Agreement shall be paid in lieu of, and not in addition to, any other
contractual, notice or statutory pay or other accrued compensation obligation (excluding
accrued wages and deferred compensation). Additionally, such severance pay is contingent upon
Employee, on or before October 1, 2010, 2010, both executing this Agreement and fully
complying with the restrictive covenants contained herein, and executing the Release Agreement
attached as Exhibit A. Further, the Company’s obligation to provide severance hereunder shall
be deemed null and void should Employee fail or refuse to execute and deliver to the Company
the Release Affirmation Agreement attached as 




 


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Exhibit C
on his Effective Termination Date and/or should Employee revoke such Release Affirmation Agreement
within the seven-day revocation period. Conditioned upon the execution and delivery of the
Release Agreement and the Release Affirmation Agreement, severance pay benefits shall be paid
in accordance with the terms of the Release Agreement. Notwithstanding any other provision
contained herein to the contrary, any severance pay benefits paid pursuant to this Agreement
shall not be subject to termination upon reemployment (however, all other severance benefits,
e.g., continued healthcare, shall cease).




	16.	 	Assignment of Rights.






	 	(a)	 	Copyrights. Employee agrees that all works of authorship fixed in any
tangible medium of expression by him during the term of this Agreement relating to the
Company’s business (“Works”), either solely or jointly with others, shall be and remain
exclusively the property of the Company. Each such Work created by Employee is a “work
made for hire” under the copyright law and the Company may file applications to register
copyright in such Works as author and copyright owner thereof. If, for any reason, a Work
created by Employee is excluded from the definition of a “work made for hire” under the
copyright law, then Employee does hereby assign, sell, and convey to the Company the
entire rights, title, and interests in and to such Work, including the copyright therein,
to the Company. Employee will execute any documents that the Company deems necessary in
connection with the assignment of such Work and copyright therein. Employee will take
whatever steps and do whatever acts the Company requests, including, but not limited to,
placement of the Company’s proper copyright notice on Works created by Employee to secure
or aid in securing copyright protection in such Works and will assist the Company or its
nominees in filing applications to register claims of copyright in such Works. The
Company shall have free and unlimited access at all times to all Works and all copies
thereof and shall have the right to claim and take possession on demand of such Works and
copies.






	 	(b)	 	Inventions. Employee agrees that all discoveries, concepts, and ideas,
whether patentable or not, including, but not limited to, apparatus, processes, methods,
compositions of matter, techniques, and formulae, as well as improvements thereof or
know-how related thereto, relating to any present or prospective product, process, or
service of the Company (“Inventions”) that Employee conceives or makes during the term of
this Agreement relating to the Company’s business, shall become and remain the exclusive
property of the Company, whether patentable or not, and Employee will, without royalty or
any other consideration:






	 	(i)	 	Inform the Company promptly and fully of such Inventions by written
reports, setting forth in detail the procedures employed and the results achieved;






	 	(ii)	 	Assign to the Company all of his rights, title, and interests in and to
such Inventions, any applications for United States and foreign Letters Patent, any
United States and foreign Letters Patent, and any renewals thereof granted upon such
Inventions;




 


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	 	(iii)	 	Assist the Company or its nominees, at the expense of the Company, to
obtain such United States and foreign Letters Patent for such Inventions as the
Company may elect; and






	 	(iv)	 	Execute, acknowledge, and deliver to the Company at the Company’s expense
such written documents and instruments, and do such other acts, such as giving
testimony in support of his inventorship, as may be necessary in the opinion of the
Company, to obtain and maintain United States and foreign Letters Patent upon such
Inventions and to vest the entire rights and title thereto in the Company and to
confirm the complete ownership by the Company of such Inventions, patent
applications, and patents.






	17.	 	Company Property. All records, files, drawings, documents, data in whatever form,
business equipment (including computers, PDAs, cell phones, etc.), and the like relating to,
or provided by, the Company shall be and remain the sole property of the Company. Upon
termination of employment, Employee shall immediately return to the Company all such items
without retention of any copies and without additional request by the Company. De minimis
items such as pay stubs, 401(k) plan summaries, employee bulletins, and the like are excluded
from this requirement.






	18.	 	Confidential Information. Employee acknowledges that the Company and its affiliated
entities (herein collectively referred to as “Companies”) possess certain trade secrets as
well as other confidential and proprietary information which they have acquired or will
acquire at great effort and expense. Such information may include, without limitation,
confidential information, whether in tangible or intangible form, regarding the Companies’
products and services, marketing strategies, business plans, operations, costs, current or
prospective customer information (including customer identities, contacts, requirements,
creditworthiness, preferences, and like matters), product concepts, designs, prototypes or
specifications, 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(es) (collectively referred to herein as
“Confidential Information”). Employee further acknowledges that, as a result of his
employment with the Company, Employee will have access to, will become acquainted with, and/or
may help develop, such Confidential Information. Confidential Information shall not include
information readily available in the public so long as such information was not made available
through fault of Employee or wrong doing by any other individual.






	19.	 	Restricted Use of Confidential Information. Employee agrees that all Confidential
Information is and shall remain the sole and exclusive property of the Company and/or its
affiliated entities. Except as may be expressly authorized by the Company in writing,
Employee agrees not to disclose, or cause any other person or entity to disclose, any
Confidential Information to any third party while employed by the Company and for as long
thereafter as such information remains confidential (or as limited by applicable law).
Further, Employee agrees to use such Confidential Information only in the course of Employee’s
duties in furtherance of the Company’s business 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.




 


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	20.	 	Acknowledged Need for Limited Restrictive Covenants. Employee acknowledges that the
Companies have spent and will continue to expend substantial amounts of time, money and effort
to develop their business strategies, Confidential Information, customer identities and
relationships, goodwill and employee relationships, and that Employee will benefit from these
efforts. Further, Employee acknowledges the inevitable use of, or near-certain influence by
his knowledge of, the Confidential Information disclosed to Employee during the course of
employment if allowed to compete against the Company in an unrestricted manner and that such
use would be unfair and extremely detrimental to the Company. Accordingly, based on these
legitimate business reasons, Employee acknowledges each of the Companies’ need to protect
their legitimate business interests by reasonably restricting Employee’s ability to compete
with the Company on a limited basis.






	21.	 	Non-Solicitation. During Employee’s employment (including, for the avoidance of
doubt, during the Interim Employment Period) and for a period of eighteen (18) months
thereafter, Employee agrees not to directly or indirectly engage in the following prohibited
conduct:






	 	(a)	 	Solicit, offer products or services to, or accept orders for, any Competitive
Products or otherwise transact any competitive business with, any customer or entity with
whom Employee had contact or transacted any business on behalf of the Company (or any
Affiliate thereof) during the eighteen (18) month period preceding Employee’s date of
separation or about whom Employee possessed, or had access to, confidential and
proprietary information;






	 	(b)	 	Attempt to entice or otherwise cause any third party to withdraw, curtail, or cease
doing business with the Company (or any Affiliate thereof), specifically including
customers, vendors, independent contractors and other third party entities;






	 	(c)	 	Disclose to any person or entity the identities, contacts or preferences of any
customers of the Company (or any Affiliate thereof), or the identity of any other persons
or entities having business dealings with the Company (or any Affiliate thereof);






	 	(d)	 	Induce any individual who has been employed by or had provided services to the
Company (or any Affiliate thereof) within the six (6) month period immediately preceding
the effective date of Employee’s separation to terminate such relationship with the
Company (or any Affiliate thereof);






	 	(e)	 	Assist, coordinate or otherwise offer employment to, accept employment inquiries
from, or employ any individual who is or had been employed by the Company (or any
Affiliate thereof) at any time within the six (6) month period immediately preceding such
offer, or inquiry;






	 	(f)	 	Communicate or indicate in any way to any customer of the Company (or any Affiliate
thereof), prior to formal separation from the Company, any interest, desire, plan, or
decision to separate from the Company; or




 


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	 	(g)	 	Otherwise attempt to directly or indirectly interfere with the Company’s business,
the business of any of the Companies or their relationship with their employees,
consultants, independent contractors or customers.






	22.	 	Limited Non-Compete. For the above-stated reasons, and as a condition of employment
to the fullest extent permitted by law, Employee agrees during the Relevant Non-Compete Period
not to directly or indirectly engage in the following competitive activities:






	 	(a)	 	Employee shall not have any ownership interest in, work for, advise, consult, or have
any business connection or business or employment relationship in any competitive capacity
with any Competitor unless Employee provides written notice to the Company of such
relationship prior to entering into such relationship and, further, provides sufficient
written assurances to the Company’s satisfaction that such relationship will not,
jeopardize the Company’s legitimate interests or otherwise violate the terms of this
Agreement;






	 	(b)	 	Employee shall not engage in any research, development, production, sale or
distribution of any Competitive Products, specifically including any products or services
relating to those for which Employee had responsibility for the eighteen (18) month period
preceding Employee’s date of separation;






	 	(c)	 	Employee shall not market, sell, or otherwise offer or provide any Competitive
Products within his Geographic Territory (if applicable) or Assigned Customer Base,
specifically including any products or services relating to those for which Employee had
responsibility for the eighteen (18) month period preceding Employee’s date of separation;
and






	 	(d)	 	Employee shall not distribute, market, sell or otherwise offer or provide any
Competitive Products to any customer of the Company with whom Employee had contact or for
which Employee had responsibility at any time during the eighteen (18) month period
preceding Employee’s date of separation.






	23.	 	Non-Compete Definitions. For purposes of this Agreement, the Parties agree that the
following terms shall apply:






	 	(a)	 	“Affiliate” includes any parent, subsidiary, joint venture, sister company, or other
entity controlled, owned, managed or otherwise associated with the Company;






	 	(b)	 	“Assigned Customer Base” shall include all accounts or customers formally assigned to
Employee within a given territory or geographical area or contacted by him at any time
during the eighteen (18) month period preceding Employee’s date of separation;






	 	(c)	 	“Competitive Products” shall include any product or service that directly or
indirectly competes with, is substantially similar to, or serves as a reasonable
substitute for, any product or service in research, development or design, or
manufactured, produced, sold or distributed by the Company;




 


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	 	(d)	 	“Competitor” shall include any person or entity that offers or is actively planning
to offer any Competitive Products and may include (but not be limited to) any entity
identified on the Company’s Illustrative Competitor List attached hereto as Exhibit B,
which shall be amended from time to time to reflect changes in the Company’s business and
competitive environment (updated competitor lists will be provided to Employee upon
reasonable request);






	 	(e)	 	“Geographic Territory” shall include any territory formally assigned to Employee as
well as all territories in which Employee has provided any services, sold any products or
otherwise had responsibility at any time during the eighteen (18) month period preceding
Employee’s date of separation;






	 	(f)	 	“Relevant Non-Compete Period” shall include the period of Employee’s employment with
the Company (including, for the avoidance of doubt, during the Interim Employment Period)
as well as a period of eighteen (18) months after such employment is terminated,
regardless of the reason for such termination provided, however, that this period shall be
reduced to the greater of (i) nine (9)months or (ii) the total length of Employee’s
employment with the Company, including employment with any parent, subsidiary or
affiliated entity, if such employment is less than eighteen (18) months;






	 	(g)	 	“Directly or indirectly” shall be construed such that the foregoing restrictions
shall apply equally to Employee whether performed individually or as a partner,
shareholder, officer, director, manager, employee, salesman, independent contractor,
broker, agent, or consultant for any other individual, partnership, firm, corporation,
company, or other entity engaged in such conduct.






	24.	 	Consent to Reasonableness. In light of the above-referenced concerns, including
Employee’s knowledge of and access to the Companies’ Confidential Information, Employee
acknowledges that the terms of the foregoing restrictive covenants are reasonable and
necessary to protect the Company’s legitimate business interests and will not unreasonably
interfere with Employee’s ability to obtain alternate employment. As such, Employee hereby
agrees that such restrictions are valid and enforceable, and affirmatively waives any argument
or defense to the contrary. Employee acknowledges that this limited non-competition provision
is not an attempt to prevent Employee from obtaining other employment in violation of IC §
22-5-3-1 or any other similar statute. Employee further acknowledges that the Company may
need to take action, including litigation, to enforce this limited non-competition provision,
which efforts the Parties stipulate shall not be deemed an attempt to prevent Employee from
obtaining other employment.






	25.	 	Survival of Restrictive Covenants. Employee acknowledges that the above restrictive
covenants shall survive the termination of this Agreement and the termination of Employee’s
employment for any reason. Employee further acknowledges that any alleged breach by the
Company of any contractual, statutory or other obligation shall not excuse or terminate the
obligations hereunder or otherwise preclude the Company from seeking injunctive or other
relief. Rather, Employee acknowledges that such obligations are independent and separate
covenants undertaken by Employee for the benefit of the Company.




 


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	26.	 	Effect of Transfer. Employee agrees that this Agreement shall continue in full force
and effect notwithstanding any change in job duties, job titles or reporting responsibilities.
Employee further acknowledges that the above restrictive covenants shall survive, and be
extended to cover, the transfer of Employee from the Company to its parent, subsidiary, sister
corporation or any other affiliated entity (hereinafter collectively referred to as an
“Affiliate”) or any subsequent transfer(s) among them. Specifically, in the event of
Employee’s temporary or permanent transfer to an Affiliate, he agrees that the foregoing
restrictive covenants shall remain in force so as to continue to protect such company for the
duration of the non-compete period, measured from his effective date of transfer to an
Affiliate. Additionally, Employee acknowledges that this Agreement shall be deemed to have
been automatically assigned to the Affiliate as of his effective date of transfer such that
the above-referenced restrictive covenants (as well as all other terms and conditions
contained herein) shall be construed thereafter to protect the legitimate business interests
and goodwill of the Affiliate as if Employee and the Affiliate had independently entered into
this Agreement. Employee’s acceptance of his transfer to, and subsequent employment by, the
Affiliate shall serve as consideration for (as well as be deemed as evidence of his consent
to) the assignment of this Agreement to the Affiliate as well as the extension of such
restrictive covenants to the Affiliate. Employee agrees that this provision shall apply with
equal force to any subsequent transfers of Employee from one Affiliate to another Affiliate.






	27.	 	Interim Employment Period and Post-Termination Notification. During his Interim
Employment Period and for the duration of his Relevant Non-compete Period or other restrictive
covenant period, which ever is longer, Employee agrees to promptly notify the Company no later
than five (5) business days of his acceptance of any employment or consulting engagement.
Such notice shall include sufficient information to ensure Employee compliance with his
non-compete obligations and must include at a minimum the following information: (i) the name
of the employer or entity for which he is providing any consulting services; (ii) a
description of his intended duties as well as (iii) the anticipated start date. Such
information is required to ensure Employee’s compliance with his non-compete obligations as
well as all other applicable restrictive covenants. Such notice shall be provided in writing
to the Office of Senior Vice President and Chief Legal Officer of the Company at 1069 State
Road 46 E, Batesville, Indiana 47006. Failure to timely provide such notice shall be deemed
a material breach of this Agreement and entitle the Company to return of any severance paid to
Employee plus attorneys’ fees. Employee further consents to the Company’s notification to any
new employer of Employee’s rights and obligations under this Agreement.






	28.	 	Scope of Restrictions. If the scope of any restriction contained in any preceding
paragraphs of this Agreement is deemed too broad to permit enforcement of such restriction to
its fullest extent, then such restriction shall be enforced to the maximum extent permitted by
law, and Employee hereby consents and agrees that such scope may be judicially modified
accordingly in any proceeding brought to enforce such restriction.




 


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	29.	 	Specific Enforcement/Injunctive Relief. Employee agrees that it would be difficult
to measure any damages to the Company from a breach of the above-referenced restrictive
covenants, but acknowledges that the potential for such damages would be great, incalculable
and irremediable, and that monetary damages alone would be an inadequate
remedy. Accordingly, Employee agrees that the Company shall be entitled to immediate
injunctive relief against such breach, or threatened breach, in any court having jurisdiction.
In addition, if Employee violates any such restrictive covenant, Employee agrees that the
period of such violation shall be added to the term of the restriction. In determining the
period of any violation, the Parties stipulate that in any calendar month in which Employee
engages in any activity in violation of such provisions, Employee shall be deemed to have
violated such provision for the entire month, and that month shall be added to the duration of
the non-competition provision. Employee acknowledges that the remedies described above shall
not be the exclusive remedies, and the Company may seek any other remedy available to it either
in law or in equity, including, by way of example only, statutory remedies for misappropriation
of trade secrets, and including the recovery of compensatory or punitive damages. Employee
further agrees that the Company shall be entitled to an award of all costs and attorneys fees
incurred by it in any attempt to enforce the terms of this Agreement.






	30.	 	Publicly Traded Stock. The Parties agree that nothing contained in this Agreement
shall be construed to prohibit Employee from investing his personal assets in any stock or
corporate security traded or quoted on a national securities exchange or national market
system provided, however, such investments do not require any services on the part of Employee
in the operation or the affairs of the business or otherwise violate the Company’s Code of
Ethics.






	31.	 	Notice of Claim and Contractual Limitations Period. Employee acknowledges the
Company’s need for prompt notice, investigation, and resolution of any claims that may be
filed against it due to the number of relationships it has with employees and others (and due
to the turnover among such individuals with knowledge relevant to any underlying claim).
Accordingly, Employee agrees prior to initiating any litigation of any type (including, but
not limited to, employment discrimination litigation, wage litigation, defamation, or any
other claim) to notify the Company, within One Hundred and Eighty (180) days after the claim
accrued, by sending a certified letter addressed to the Company’s Chief Legal Officer setting
forth: (i) claimant’s name, address, and phone; (ii) the name of any attorney representing
Employee; (iii) the nature of the claim; (iv) the date the claim arose; and (v) the relief
requested. This provision is in addition to any other notice and exhaustion requirements that
might apply. For any dispute or claim of any type against the Company (including but not
limited to employment discrimination litigation, wage litigation, defamation, or any other
claim), Employee must commence legal action within the shorter of one (1) year of accrual of
the cause of action or such shorter period that may be specified by law.






	32.	 	Non-Jury Trials. Notwithstanding any right to a jury trial for any claims, Employee
waives any such right to a jury trial, and agrees that any claim of any type (including but
not limited to employment discrimination litigation, wage litigation, defamation, or any other
claim) lodged in any court will be tried, if at all, without a jury.




 


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	33.	 	Choice of Forum. Employee acknowledges that the Company is primarily based in
Indiana, and Employee understands and acknowledges the Company’s desire and need to defend any
litigation against it in Indiana. Accordingly, the Parties agree that any claim of any type
brought by Employee against the Company or any of its employees or agents must be
maintained only in a court sitting in Marion County, Indiana, or Ripley County, Indiana, or, if
a federal court, the Southern District of Indiana, Indianapolis Division. Employee further
understands and acknowledges that in the event the Company initiates litigation against
Employee, the Company may need to prosecute such litigation in such state where the Employee is
subject to personal jurisdiction. Accordingly, for purposes of enforcement of this Agreement,
Employee specifically consents to personal jurisdiction in the State of Indiana as well as any
state in which resides a customer assigned to the Employee. Furthermore, Employee consents to
appear, upon Company’s request and at Employee’s own cost, for deposition, hearing, trial, or
other court proceeding in Indiana or in any state in which resides a customer assigned to the
Employee.






	34.	 	Choice of Law. This Agreement shall be deemed to have been made within the County of
Ripley, State of Indiana and shall be interpreted and construed in accordance with the laws of
the State of Indiana. Any and all matters of dispute of any nature whatsoever arising out of,
or in any way connected with the interpretation of this Agreement, any disputes arising out of
the Agreement or the employment relationship between the Parties hereto, shall be governed by,
construed by and enforced in accordance with the laws of the State of Indiana without regard
to any applicable state’s choice of law provisions.






	35.	 	Titles. Titles are used for the purpose of convenience in this Agreement and shall
be ignored in any construction of it.






	36.	 	Severability. The Parties agree that each and every paragraph, sentence, clause,
term and provision of this Agreement is severable and that, in the event any portion of this
Agreement is adjudged to be invalid or unenforceable, the remaining portions thereof shall
remain in effect and be enforced to the fullest extent permitted by law. Further, should any
particular clause, covenant, or provision of this Agreement be held unreasonable or contrary
to public policy for any reason, the Parties acknowledge and agree that such covenant,
provision or clause shall automatically be deemed modified such that the contested covenant,
provision or clause will have the closest effect permitted by applicable law to the original
form and shall be given effect and enforced as so modified to whatever extent would be
reasonable and enforceable under applicable law.






	37.	 	Assignment-Notices. The rights and obligations of the Company under this Agreement
shall inure to its benefit, as well as the benefit of its parent, subsidiary, successor and
affiliated entities, and shall be binding upon the successors and assigns of the Company.
This Agreement, being personal to Employee, cannot be assigned by Employee, but his personal
representative shall be bound by all its terms and conditions. Any notice required hereunder
shall be sufficient if in writing and mailed to the last known residence of Employee or to the
Company at its principal office with a copy mailed to the Office of the Chief Legal Officer.






	38.	 	Amendments and Modifications. Except as specifically provided herein, no
modification, amendment, extension or waiver of this Agreement or any provision hereof shall
be binding upon the Company or Employee unless in writing and signed by both Parties. The
waiver by the Company or Employee of a breach of any provision of this Agreement shall not be
construed as a waiver of any subsequent breach. Nothing in this Agreement shall be construed
as a limitation upon the Company’s right to modify or amend any of its manuals or
policies in its sole discretion and any such modification or amendment which pertains to
matters addressed herein shall be deemed to be incorporated herein and made a part of this
Agreement.




 


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	39.	 	Outside Representations. 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.






	40.	 	Voluntary and Knowing Execution. Employee acknowledges that he has been offered a
reasonable amount of time within which to consider and review this Agreement; that 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.






	41.	 	Entire Agreement. This Agreement constitutes the entire employment agreement between
the Parties hereto concerning the subject matter hereof and shall supersede all prior and
contemporaneous agreements between the Parties in connection with the subject matter of this
Agreement. Any pre-existing employment agreements shall be deemed null and void. Nothing in
this Agreement, however, shall affect any separately-executed written agreement addressing any
other issues (e.g., the Inventions, Improvements, Copyrights and Trade Secrets Agreement,
etc.).





IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of the day and year
first above written.



	 	 	 	 	 	 	 	 	 
	MARK BARON	 	 	 	HILL-ROM HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Signed: 

Printed:

	 	/s/ Mark D. Baron
 

Mark D. Baron
	 	
	 	By: /s/ Perry Stuckey
 


Title:  Senior Vice President and Chief
	 	 
	Dated:

	 	8/26/2010	 	 	 	Human
Resources Officer
	 	 
	

	 	
	 	 	 	Dated: 8/26/2010	 	 






CAUTION: READ BEFORE SIGNING




 


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EXHIBIT A




RELEASE AGREEMENT




THIS RELEASE AGREEMENT (“Agreement”) dated and effective this 26th day of August 2010 is
entered into by and between Mark Baron (“Employee”) and Hill-Rom Holdings, Inc. (together with its
subsidiaries and affiliates, the “Company”). To wit, the Parties agree as follows:




	1.	 	Employee’s active employment by the Company shall terminate effective February 28, 2011
(Employee’s “Effective Termination Date”). Except as specifically provided by this Agreement,
or in any other non-employment agreement that may exist between the Company and Employee,
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. The
Parties agree that this resignation shall apply to all such positions Employee may hold with
the Company or any parent, 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 further agrees to execute the Release Affirmation Agreement, attached as Exhibit C
to his Amended Employment Agreement on his Effective Termination Date and acknowledges that
his agreement to execute the Release Affirmation Agreement is a material inducement for the
Company to enter into this Agreement. Employee agrees that if he does not execute the Release
Affirmation Agreement on his Effective Termination Date, or if he revokes the Release
Affirmation Agreement during the seven (7) day revocation period, he shall be entitled only to
the consideration set forth in subparagraphs 5(a) and 5(b), below, to the extent those
subparagraphs otherwise apply.






	4.	 	Employee acknowledges that he 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, 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
“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, Employee agrees if he is a “specified employee” at the time of his 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 Employee’s Effective Termination Date from Company.




	5.	 	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:






	 	(a)	 	Until October 1, 2010 (the “Transition Date”), full-time employment for
Employee. The Company shall pay Employee any earned but unused vacation as of the
Transition Date, less applicable deductions permitted or required by law, in one lump
sum within fifteen (15) days after the Transition Date;






	 	(b)	 	From October 2, 2010 through February 28, 2011 (the “Interim Employment
Period”), employment for Employee at not less than 20% of his average hours worked
while working at full-time capacity (which for purposes of this Agreement is agreed to
be 40 hours per month); upon execution of this Agreement, the Company shall inform
Employee how the Company will measure hours worked during the Interim Employment
Period. During the Interim Employment Period:






	 	(i)	 	Employee will not accrue additional vacation time; and






	 	(ii)	 	Employee will not be eligible for additional equity awards;






	 	(c)	 	As of Employee’s Effective Termination Date, the following benefits
(“Severance Benefits”):






	 	(i)	 	Severance pay, in lieu of, and not in addition to any other
contractual, notice or statutory pay obligations (other than accrued wages and
deferred compensation) in the total amount of Two Hundred Two Thousand Six
Hundred Ninety Two Dollars and Thirty Six cents ($202,692.36), less applicable
deductions or other set offs. Because such amounts are intended to be exempt
from Section 409A pursuant to Treasury Regulations Sections 1.409A-1(b)(4) and
(9), they shall be payable commencing on the next regularly scheduled payroll
that occurs fifteen (15) days after the Company’s receipt of Employee’s
Release Affirmation Agreement which has not been revoked. Specifically,
Employee shall be paid severance equivalent to his bi-weekly base salary
(i.e., Eleven Thousand Nine Hundred Twenty-three Dollars and Eight Cents
($11,923.08), less applicable deductions or other set-offs), until the
amount set forth in the first sentence of this Paragraph has been paid in
full;




 


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	 	(ii)	 	Eligibility for incentive compensation under the Company’s
fiscal year 2010 Short Term Incentive Compensation Plan at an individual
performance modifier of 100%. Such incentive compensation for fiscal year
2010, if any, shall be payable at the same time other active employees are
paid such approved incentive compensation (the “STIC Payment Date”); and






	 	(iii)	 	If the Employee selects COBRA coverage or retiree coverage
under the applicable company plan, coverage at the active employee rates
charged under the health care program selected by Employee as of the day
immediately preceding the Effective Termination Date, with such reduced cost
coverage continuing until the above-referenced Severance pay terminates or
until Employee accepts other employment or Employee becomes eligible for
alternative healthcare coverage, whichever comes first, provided Employee (x)
timely completes the applicable election of coverage forms and (y) continues
to pay 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 or retiree medical
premium) for any remaining months of the coverage. The medical insurance
provided herein does not include any disability coverage; and;






	6.	 	The Parties agree that the initial two (2) weeks of the foregoing Severance 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.






	7.	 	The Company further agrees to provide Employee with limited out placement counseling with a
company of its choice for two years from the Effective Termination Date.





 


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	8.	 	Should Employee become employed during the Interim Employment Period or before the
above-referenced Severance Benefits are exhausted or terminated, Employee agrees to so notify
the Company in writing within five (5) business days of Employee’s acceptance of such
employment, providing the name of such employer (or entity to whom Employee may be providing
consulting services), his intended duties as well as the anticipated start date. Such
information is required to ensure Employee’s compliance with his non-compete obligations as well as all other
applicable restrictive covenants. This notice will also serve to trigger the Company’s
right to terminate all Company-paid or Company-provided 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 plus attorneys fees.








	9.	 	During the Interim Employment Period, Employee covenants and agrees to continue to perform
all assigned duties in a diligent and professional manner within the agreed upon hourly
requirements described in subparagraph 5(b) above. Except as provided herein, Employee agrees
to devote his attention, talents, skills and best efforts to further the Company’s business
and agrees not to act in any manner that may conflict with the best interest of the Company or
is otherwise detrimental to its business.






	10.	 	During the Interim Employment Period, Employee may be terminated for Cause as defined in his
Amended Employment Agreement. If the Company determines that it has grounds to terminate
Employee for Cause, to the extent the violation is capable of being promptly cured by Employee
(or cured within a reasonable period to the Company’s satisfaction), the Company agrees to
provide Employee with a reasonable opportunity to so cure such defect. If Employee is
terminated for Cause during the Interim Employment Period, he will not be entitled to any
benefits as described in Paragraph 5 above, except salary already earned to the date of
termination and pay for earned vacation time as described in subparagraph 5(a).






	11.	 	Should Employee resign prior to the Effective Termination Date, he will be entitled to no
benefits under this Agreement except any salary already earned pursuant to the provisions of
Paragraph 5 and payment for earned vacation time as provided in Paragraph 5(a).






	12.	 	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. 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.




 


4









 











	13.	 	In exchange for the foregoing Severance Benefits, Mark Baron on behalf of himself, his 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, 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.






	14.	 	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 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 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.






	15.	 	Employee 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 Employee 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 his
release of any age claims in this Agreement in court or before the Equal Employment
Opportunity Commission.




 


5









 











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






	17.	 	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, 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;






	 	(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 the 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 twenty-one (21) days within which to review and
consider this Agreement.






	18.	 	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 and rendering this Agreement null and void in its entirety.






	19.	 	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 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 his termination, such items to be governed exclusively by the terms of the
applicable agreements or plan documents.




 


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	20.	 	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 cannot 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.






	21.	 	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 as set for in the plan and/or grant will result in their forfeiture. Employee
acknowledges that any stock options, stock awards or RSUs held for less than the required
period shall be deemed forfeited as of his Effective Termination Date. 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.






	22.	 	Employee acknowledges that his 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.






	23.	 	Employee hereby affirms and acknowledges his continued obligations to comply with the
post-termination covenants contained in his Amended Employment Agreement, including but not
limited to, the non-compete, trade secret and confidentiality provisions. Employee
acknowledges that a copy of the Amended Employment Agreement has 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. Employee acknowledges that the
restrictions contained therein 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. Employee hereby acknowledges that the definition of
Competitor, as provided in his Amended Employment Agreement shall include but not be limited
to those entities specifically identified in the updated Competitor List, attached thereto as
Exhibit B.




 


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	24.	 	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 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”).






	25.	 	Employee 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,
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.






	26.	 	On or before Employee’s Effective Termination Date or per the Company’s request, Employee
agrees to 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, 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.






	27.	 	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 JPMorgan Chase Corporate MasterCard bill).




 


8









 











	28.	 	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 before 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 immediately notify the Company, through the Office of the Chief Legal Officer, in
the event he is contacted by any outside attorney (including paralegals or other affiliated
parties) concerning or relating in any way to any matter falling within Employee’s knowledge
or former area of responsibility unless (i) the Company is represented by the attorney,
(ii) Employee is represented by the attorney for the purpose of protecting his personal
interests or (iii) the Company has been advised of and has approved such contact. 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.






	29.	 	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 or the Employee from providing truthful information in response to any court
order, discovery request, subpoena or other lawful request.






	30.	 	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 subject to the
foregoing General Release, 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.




 


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	31.	 	Similarly, in the event that the Company breaches or threatens to breach any provision of
this Agreement, Employee 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 Employee is required to file suit to enforce the terms of this Agreement, the
Company agrees that Employee shall be entitled to an award of all costs and attorneys’ fees
incurred by him in any wholly successful effort (i.e. entry of a judgment in his favor) to
enforce the terms of this Agreement. In the event Employee is wholly unsuccessful, the
Company shall be entitled to an award of its costs and attorneys’ fees.






	32.	 	Both Parties acknowledge that this Agreement is entered into solely for the purpose of
terminating Employee’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 Employee, both
Parties having expressly denied any such liability or wrongdoing.






	33.	 	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.






	34.	 	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.






	35.	 	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.






	36.	 	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.






	37.	 	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 Employee’s Amended Employment Agreement, or any
obligations 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.




 


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PLEASE READ CAREFULLY. THIS 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.



	 	 	 	 	 	 	 	 	 
	MARK BARON	 	 	 	HILL-ROM HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Signed: 

Printed:

	 	/s/ Mark D. Baron
 



Mark D. Baron
	 	
	 	By: /s/ Perry Stuckey
 


Title:  Senior Vice President and Chief
	 	 
	Dated:

	 	8/26/10
	 	 	 	Human
Resources Officer
	 	 
	 

	 	 	 	 	 	Dated: 8/26/2010	 	 







 


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Exhibit B




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.



	 	 	 
	•    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



	 
	 	 
	•    Fitzsimmons Home Medical
Equipment, Inc.


	 	•    Freedom Medical, 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.)




	 
	 	 
	•    Human Care HC AB


	 	•    Horcher GmbH

	 
	 	 
	•    Industrie Guido Malvestio S.P.A.


	 	•   
Intego Systems, Inc. (formerly known as Wescom Products, Inc.)

	 
	 	 
	•    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

	 
	 	 
	•    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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EXHIBIT C




RELEASE AFFIRMATION AGREEMENT




On
 _____, 2010, Mark Baron (“Employee”) and Hill-Rom Holdings, Inc. (together with
its subsidiaries and affiliates, the “Company”) entered into a Release Agreement.



In consideration for the separation pay and other good and valuable consideration provided by
the Company in the Release Agreement, Employee agreed to reaffirm the Release Agreement on
Employee’s Effective Termination Date by executing this Release Affirmation Agreement.



THEREFORE, in consideration of the mutual promises and payment set forth in the Release
Agreement, the receipt and adequacy of which is acknowledged, the Employee agrees as follows:




	1.	 	In exchange for the Severance Benefits described in the Release Agreement, Mark Baron on
behalf of himself, his 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,
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 Release Affirmation Agreement.






	2.	 	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 and 1964, as amended, 42 U.S.C. Sections 1981 and 2000(e) et. seq.; the Civil Rights Act
of 1991; 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 U.S.C. 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.




 


 









 











	3.	 	Employee 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 released by this Release Affirmation Agreement provided, however, that nothing
contained in this Release Affirmation Agreement shall:






	 	(a)	 	prevent Employee 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 his release of any age claims in
this Release Affirmation Agreement in court or before the Equal Employment Opportunity
Commission.






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






	5.	 	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, Employee hereby
acknowledges that:






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






	 	(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 the
execution of the Release Agreement and this Release Affirmation Agreement;




 


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






	 	(d)	 	he has been offered at least twenty-one (21) days within which to review and consider
this Release Affirmation Agreement.






	6.	 	The Parties agree that this Release Affirmation Agreement shall not become effective and
enforceable until the date this Release Affirmation Agreement is signed by both Parties or
seven (7) calendar days after its execution by Employee, whichever is later. Employee may
revoke this Release Affirmation Agreement for any reason by providing written notice of such
intent to the Company within seven (7) days after he has signed this Release Affirmation
Agreement, thereby forfeiting Employee’s right to receive any Severance Benefits provided in
the Release Agreement, except as specifically provided in the Release Agreement and rendering
this Release Affirmation Agreement null and void in its entirety. This revocation must be
sent to the Employee’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 Employee signs this
Release Affirmation Agreement to be effective.






	7.	 	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 Release Affirmation
Agreement. It is further understood by the Parties that nothing in this Release Affirmation
Agreement shall affect any rights Employee 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 Effective Termination Date, such items to be governed
exclusively by the terms of the applicable agreements or plan documents.






	8.	 	Similarly, notwithstanding any provision contained herein to the contrary, this Release
Affirmation 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 Release
Affirmation Agreement, including, but not limited to the benefits promised by the terms of
this Release Affirmation Agreement.






	9.	 	Employee hereby affirms and acknowledges his continued obligations to comply with the
post-termination covenants contained in his Amended Employment Agreement, including but not
limited to, the non-compete, trade secret and confidentiality provisions. Employee
acknowledges that a copy of the Amended Employment Agreement has been has been provided to him
and, to the extent not inconsistent with the terms of this Release Affirmation Agreement or
applicable law, the terms thereof shall be incorporated herein by reference. Employee
acknowledges that the restrictions contained therein 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. Employee hereby acknowledges that the definition of
Competitor, as provided in his Amended Employment Agreement shall include but not be limited to
those entities specifically identified in the updated Competitor List, attached thereto as
Exhibit B.




 


3









 











	10.	 	Employee acknowledges that the Company as well as its 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 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”).






	11.	 	Employee 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,
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.






	12.	 	On or before Employee’s Effective Termination Date or per the Company’s request, Employee
agrees to 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, 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.




 


4









 











	13.	 	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 before 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 immediately notify the Company, through the Office of the Chief Legal Officer, in
the event he is contacted by any outside attorney (including paralegals or other affiliated
parties) unless (i) the Company is represented by the attorney, (ii) Employee is represented
by the attorney for the purpose of protecting his personal interests or (iii) the Company has
been advised of and has approved such contact. 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.






	14.	 	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. In response to
any inquiry from any prospective employer or in connection with an 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 or the Employee
from providing truthful information in response to any court order, discovery request,
subpoena or other lawful request.






	15.	 	In the event that Employee breaches or threatens to breach any provision of this Release
Affirmation 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. 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 subject to the foregoing General Release, or
breaches the above confidentiality provision, Employee agrees to immediately reimburse the
Company for the value of all benefits received under this Release Affirmation Agreement to the
fullest extent permitted by law.




 


5









 











	16.	 	Similarly, in the event that the Company breaches or threatens to breach any provision of
this Release Affirmation Agreement, Employee shall be entitled to seek
any and all equitable or other available relief provided by law, specifically including
immediate and permanent injunctive relief. The Company hereby waives any claim that Employee
has an adequate remedy at law. The Company agrees that the foregoing relief shall not be
construed to limit or otherwise restrict Employee’s ability to pursue any other remedy provided
by law, including the recovery of any actual, compensatory or punitive damages.






	17.	 	Both Parties acknowledge that this Release Affirmation Agreement is entered into solely for
the purpose of terminating Employee’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
Employee, both Parties having expressly denied any such liability or wrongdoing.






	18.	 	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.






	19.	 	The Parties agree that each and every paragraph, sentence, clause, term and provision of this
Release Affirmation Agreement is severable and that, if any portion of this Release
Affirmation 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.






	20.	 	This Release Affirmation 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.






	21.	 	Employee represents and acknowledges that in signing this Release Affirmation 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 Release Affirmation Agreement other than
those specifically contained herein.





PLEASE READ CAREFULLY. THIS RELEASE AFFIRMATION

AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.




 


6









 







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



	 	 	 	 	 	 	 	 	 	 	 
	MARK BARON	 	 	 	HILL-ROM HOLDINGS, INC.	 	 
	 
	 
	Signed:

	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Printed:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	Dated:

	 	 	 	 	 	Dated:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 







 


7