EX-10.8



 Exhibit 10.8 

 
 



 
 Personal & Confidential 
 August 1, 2011 
 Thomas E. Berry 
 221 Hutchings Farm Boulevard South 
 O’Fallon, MO 63368 

Dear Tom: 
 As you know, Covidien plc
(“Covidien”) is considering a spin-off of the Pharmaceuticals Segment of Covidien (“Segment”) resulting in the Segment becoming an independent, publicly-traded company or, alternatively, a sale of the Segment. Acknowledging your
importance to any Spin or Sale process and the ongoing operation of the Segment’s business, Covidien has selected you to be eligible for a special supplemental compensation program, the terms of which are described in this letter agreement
(“Agreement”). This Agreement is effective on the Effective Date and, unless Covidien extends this Agreement in writing, terminates on the Expiration Date if a Transaction has not been completed by the Expiration Date. Unless otherwise
defined in the text of this Agreement, capitalized terms used in this Agreement are defined in Section 10 below. 
 As a condition to
receiving any amounts described in this Agreement, you must (i) sign and return both copies of this Agreement to me no later than August 12, 2011, (ii) comply with the confidentiality provisions set forth in Section 7 of this
Agreement and the terms of the Covidien Guide to Business Conduct and (iii) meet all other applicable requirements under this Agreement. 
 1. Retention Bonus Payments. 
 (a) First Retention Bonus Payment.
Subject to Subsections 1(c) and (d) and Section 4 below, if a Transaction Date does not occur on or before the twelve (12) month anniversary of the Effective Date, the Company shall pay to you a retention bonus equal to seventy six
thousand nine hundred forty seven dollars ($76,947) (USD) (“First Retention Bonus”) as soon as administratively practicable after the twelve (12) month anniversary of the Effective Date, but in no event later than ten
(10) calendar days following such twelve (12) month anniversary date. If a First Retention Bonus is payable pursuant to this Agreement, it shall be paid in a single lump sum payment, minus any applicable deductions or withholdings or other
reductions required by applicable law. By signing this Agreement, you expressly authorize the Company to make any necessary deductions, withholdings, or other reductions from the First Retention Bonus payment. 







 (b) Second Retention Bonus Payment. Subject to Subsections 1(c) and (d) and
Section 4 below, if a Transaction Date does not occur on or before the eighteen (18) month anniversary of the Effective Date, the Company shall pay to you a retention bonus equal to seventy six thousand nine hundred forty seven dollars
($76,947) as soon as administratively practicable after the eighteen (18) month anniversary of the Effective Date, but in no event later than ten (10) calendar days following such eighteen (18) month anniversary date. If a Second
Retention Bonus is payable pursuant to this Agreement, it shall be paid in a single lump sum payment, minus any applicable deductions or withholdings or other reductions required by applicable law. By signing this Agreement, you expressly authorize
the Company to make any necessary deductions, withholdings, or other reductions from the Second Retention Bonus payment. 
 (c)
Repayment of Retention Bonus Payments. You shall be required to repay to the Company any Retention Bonus Payments paid to you pursuant to Subsections 1(a) or (b) if any of the following circumstances occur: (i) your employment with
the Company or Subsidiary terminates before a Transaction Date because of your voluntary resignation and, as of your employment termination date, the Company continues to pursue either a Spin or Sale; (ii) at any time, the Company determines
that you violated either the confidentiality provisions set forth in Section 7 of this Agreement, the cooperation provisions set forth in Section 8 of this Agreement, or any provision of the Covidien Guide to Business Conduct; or
(iii) if, at any time before the second anniversary of your employment termination date, the Company determines in its sole discretion that while you were a Company or Subsidiary employee you engaged in activity that would have constituted
grounds for the Company or Subsidiary to terminate your employment for Cause. By signing this Agreement, you hereby agree and promise to deliver to the Company immediately upon your employment termination date or within thirty (30) days after
the date of the Company determination described in (iii) above, the net value of all Retention Bonus Payments previously paid to you, after application of withholdings for applicable taxes as applied by the Company or Subsidiary on the
distribution date. The Company reserves the right to make deductions from any amounts the Company would otherwise pay to you up to the full amount you owe to the Company pursuant to this Subsection 1(c) and, by signing this Agreement, you expressly
authorize such deductions. 
 (d) Non-Payment of Retention Bonus Payments. Notwithstanding the provisions of Subsections
1(a) and (b), if the Company determines, in its sole discretion, to not pursue either a Spin or Sale and has communicated such determination to you, then the Company shall not pay to you, and shall not be obligated to pay to you, (i) the
Retention Bonus Payments, if the Company’s decision occurs before the twelve (12) month anniversary of the Effective Date or (ii) the Second Retention Bonus, if the Company’s decision occurs after the twelve (12) month
anniversary of the Effective Date, but before the eighteen (18) month anniversary of the Effective Date. 
 2. Benefits in the Event of
a Spin. In the event of a Spin, you will be eligible to receive the benefits described in this Section 2, subject to the provisions of Section 4. If you are eligible for benefits pursuant to this Section 2, you shall not be
eligible to receive any of the benefits described in Section 3 (“Benefits in the Event of a Sale”). 

  
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 (a) Spin Bonus. If the Company consummates a Spin and you remain in the continuous
employment of SpinCo from the Spin Date through the six (6) month anniversary of the Spin Date, the Company (or SpinCo, if so provided in the applicable separation or related agreement) shall pay to you a spin bonus equal to (i) one
hundred fifty three thousand eight hundred ninety four dollars ($153,894) (USD) minus (ii) the aggregate amount of any Retention Bonus Payments paid to you pursuant to Section 1 (“Spin Bonus”). If you are eligible to receive a
Spin Bonus, the Company (or SpinCo, if applicable) shall pay such bonus to you as soon as administratively practicable after the six (6) month anniversary of the Spin Date, but in no event later than ten (10) calendar days following such
six (6) month anniversary date. If a Spin Bonus is payable pursuant to this Agreement, it shall be paid in a single lump sum payment, minus any applicable deductions or withholdings or other reductions required by applicable law. By signing
this Agreement, you expressly authorize the Company (or SpinCo, if applicable) to make any necessary deductions, withholdings, or other reductions from the Spin Bonus payment. If your employment with SpinCo terminates for any reason before the date
the Spin Bonus is paid, you will not be eligible to receive the Spin Bonus. 
 (b) Termination Bonus. If the Company
consummates a Spin, you are employed with SpinCo immediately following the Spin and your employment with SpinCo terminates under one of the circumstances described below before the date the Spin Bonus is paid, the Company (or SpinCo, if applicable)
shall pay to you a termination bonus equal to (A) three hundred seven thousand seven hundred eighty eight dollars ($307,788) (USD) minus (B) the aggregate amount of any Retention Bonus Payments paid to you pursuant to Section 1
(“Termination Bonus”); provided, however, that your termination of employment is due to one of the following circumstances: (i) you resigned from employment with SpinCo for Good Reason before the date the Spin Bonus is paid;
(ii) your employment with SpinCo was involuntarily terminated by SpinCo without Cause before the date the Spin Bonus is paid; or (iii) your employment with SpinCo is terminated before the date the Spin Bonus is paid due to your death or
Permanent Disability. If any of these circumstances apply and you are eligible to receive a Termination Bonus, the Company (or SpinCo, if applicable) shall pay such bonus to you (or, in the case of your death, to your estate) as soon as
administratively practicable after your employment termination date, but in no event later than thirty (30) days after your employment termination date. If a Termination Bonus is payable pursuant to this Agreement, it shall be paid in a single
lump sum payment, minus any applicable deductions or withholdings or other reductions required by applicable law. By signing this Agreement, you expressly authorize the Company (or SpinCo, if applicable) to make any necessary deductions,
withholdings, or other reductions from the Termination Bonus payment. 
 3. Benefits in the Event of a Sale. In the event of a Sale, you
will be eligible to receive the benefits described in this Section 3, subject to the provisions of Section 4. If you are eligible for benefits pursuant to this Section 3, you shall not be eligible to receive any of the benefits
described in Section 2 (“Benefits in the Event of a Spin”). 

  
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 (a) Sale Bonus. 

(i) Subject to Subsection 3(a)(ii), the Company (or the Purchaser, if so provided in the purchase and sale agreement) shall pay to you a
sale bonus equal to (i) three hundred seven thousand seven hundred eighty eight dollars ($307,788) (USD) minus (ii) the aggregate amount of any Retention Bonus Payments paid to you pursuant to Section 1 (“Sale Bonus”), as
soon as administratively practicable after the six (6) month anniversary of the Sale Date, but in no event later than ten (10) calendar days following such six (6) month anniversary date. If a Sale Bonus is payable pursuant to this
Agreement, it shall be paid in a single lump sum payment, minus any applicable deductions or withholdings or other reductions required by applicable law. By signing this Agreement, you expressly authorize the Company (or the Purchaser, if
applicable) to make any necessary deductions, withholdings, or other reductions from the Sale Bonus payment. 
 (ii) In order to
receive the Sale Bonus, you must be actively employed by the Purchaser on the date the Sale Bonus is paid; provided, however, that if you are not actively employed by the Purchaser on the date that the Sale Bonus is paid and one of the following
circumstances applies then the Company (or the Purchaser, if applicable) shall pay to you the Sale Bonus: (A) the Company involuntarily terminated your employment without Cause after the signing of an agreement, the consummation of which would
constitute the Sale, and before the Sale Date; (B) you remained employed with the Company through immediately prior to the Sale but did not become an employee of the Purchaser immediately upon the consummation of the Sale and you did not
receive an Offer of Comparable Employment from the Purchaser; (C) you became an employee of the Purchaser immediately upon the Sale Date, but you resigned from employment with the Purchaser for Good Reason or were involuntarily terminated by
the Purchaser without Cause before the date the Retention Bonus is paid; or (D) you became an employee of the Purchaser immediately upon the Sale Date, but your employment with the Purchaser is terminated before the date the Sale Bonus is paid
due to your death or Permanent Disability. If any of these circumstances apply, then the Company (or the Purchaser, if applicable) shall pay the Sale Bonus to you (or, in the case of your death, to your estate) as soon as administratively
practicable after the Sale Date (in the case of (A) or (B) above) or your employment termination date (in the case of (C) or (D) above), but in no event later than thirty (30) days after the Sale Date or your employment
termination date, as applicable. 
 (b) Severance Benefits. If, on or after the Sale Date, but
before the one year anniversary of the Sale Date, your employment with Purchaser is involuntarily terminated under circumstances that, had the Company terminated your employment while you were in employment with the Company, would have entitled you
to severance benefits under an applicable Company severance plan as in effect on the Sale Date (“Covidien Severance Plan”), and the severance benefits, if any, provided by the Purchaser are not at least equal to the severance benefits
which you would have received under the Covidien Severance Plan had it applied, then the Company shall provide to you the difference between the severance benefits payable by Purchaser and the severance benefits provided for under the Covidien
Severance Plan. The Company shall provide these benefits to you in a single lump sum payment as soon as administratively practicable following your employment termination date, but in any event not later than March 15th of the year following the year in which your employment termination
date 

  
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occurs. If the Purchaser provides severance benefits which equal or exceed the severance benefits provided for under the Covidien Severance Plan, then the Company shall have no obligation
whatsoever with respect to such benefits. 
 4. General Conditions. In order to be eligible to receive any benefits under this Agreement,
you must be actively employed by the Company and providing services to the Segment on the Applicable Payment Date and you must satisfy any other condition set forth in this Agreement. You will not be eligible to receive any benefits under this
Agreement under any of the following circumstances: (a) your employment with the Company terminates for any reason before the Applicable Payment Date (including a voluntary termination and a termination due to death or Permanent Disability)
other than, and only to the extent described in Subsections 2(b) and 3(a)(ii), an involuntary termination without Cause; (b) you cease providing services to the Segment before the Applicable Payment Date either as a result of a transfer of your
employment within the Company or the reassignment of your duties to a segment of the Company other than the Segment; (c) with respect to payments made pursuant to Sections 2 and 3, the Transaction Date does not occur before the Expiration Date;
or (d) the Company determines that you violated either the confidentiality provisions set forth in Section 7 of this Agreement or any provision of the Covidien Guide to Business Conduct at any time. 

5. Termination for Cause; Breach of Obligations. Notwithstanding any other provision of this Agreement to the contrary, you shall not be entitled
to receive any payments under this Agreement (including, but not limited to, the Retention Bonus Payments, the Spin Bonus, the Sale Bonus and the Termination Bonus) if the Company, Purchaser or SpinCo, as applicable, terminates your employment for
Cause. You agree and recognize that should you breach any of the obligations or covenants set forth in this Agreement, the Company, Purchaser or SpinCo, as applicable, will have no further obligation to provide you with any of the benefits provided
for herein, and will have the right to seek repayment of all consideration paid pursuant to this Agreement up to the time of any such breach. Further, by signing this Agreement, you acknowledge that, in the event of a breach by you of this
Agreement, the Company, Purchaser, or SpinCo, as applicable, may seek any and all appropriate relief for any such breach, including equitable relief and/or money damages, attorney’s fees and costs. If it is discovered at any time that you
engaged in behavior during employment with the Company, Purchaser or SpinCo that would have justified termination for Cause, then, at the Company’s election, any consideration payable to you under this Agreement shall immediately cease and you
shall be required to return any consideration paid under this Agreement to the entity which paid it to you. The Company, Purchaser or SpinCo, as applicable, may withhold paying any further consideration pending resolution of an inquiry that could
lead to a finding that you engaged in such behavior. 
 6. Outstanding Equity Awards. The Sale shall be considered a
“Divestiture” under the award certificate applicable to equity awards over Covidien ordinary shares that are outstanding on the Sale Date. Any rights that you may have at the time of a Transaction with respect to any equity award
(including stock options, restricted units and performance units) granted to you by Covidien (or over Covidien ordinary shares) will be governed by the terms of the plan document under which such award was issued, the accompanying award certificate
and any operative agreement pursuant to which a Transaction is effectuated. By signing this Agreement, you hereby acknowledge and understand that nothing in this Agreement provides for accelerated


  
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vesting or other preferential treatment of any equity award over Covidien ordinary shares and that any rights to vesting or exercisability are governed in all respects by the terms of the
applicable plan, award certificate and operative agreement pursuant to which a Transaction is effectuated. 
 7. Confidentiality.

 (a) Except as required by any court or governmental entity, by signing this Agreement, you agree not to disclose or discuss
with any person, except for your spouse (or domestic partner) and legal counsel, for a period commencing on the date hereof and until the one year anniversary of the Transaction Date (regardless of the termination of this Agreement) the existence or
terms of this Agreement, the fact that the Transaction is being considered, the terms or conditions of the Transaction or the status of any Transaction discussions or negotiations; provided, however, that (i) you are free to consult with
designated officers and other representatives of Covidien and/or the Segment business or with Covidien legal counsel (both in-house and outside counsel), accountants, financial and other advisors representing Covidien in connection with the
Transaction; and (ii) as expressly permitted by Covidien’s Senior Vice President and General Counsel in writing, you may disclose such matters to, and discuss such matters with, prospective buyers. 

(b) By signing this Agreement, you also agree that you will not provide (and have not provided) any Confidential Information to any
prospective buyer or any third party (including any investment bank) or other persons in connection with any proposed Transaction without the express prior written consent or approval of Covidien’s Senior Vice President and General Counsel.
This provision should be considered in addition to any other obligation you have to protect Confidential Information, including without limitation, disclosure of any proprietary or confidential information to any third party, competitor or potential
competitor, or use of such information for any purpose other than the benefit of the Company. 
 8. Cooperation in Transaction Efforts.
An investment banking firm may be hired as an agent to help the Company effectuate the Transaction. As part of the process, an investment banking firm may be working with you and requiring your assistance in order to complete a successful
Transaction. You agree to use your best efforts to cooperate with such investment banking firm and Covidien’s senior management as they negotiate the Transaction and, notwithstanding the confidentiality provisions of this Agreement, you are
hereby permitted to so cooperate with representatives of such investment banking firm, as specifically designated by Covidien’s Senior Vice President and General Counsel. You also agree not to take any action which would favor or give any
advantage to any one or more potential buyers, other than as specifically instructed by Covidien’s Senior Vice President and General Counsel, and agree to promote a Transaction and answer inquiries regarding a Transaction truthfully, to the
best of your ability and consistent with your duty to act in the best interests of the Company. In addition, you agree to review the documents regarding the proposed Transaction before they are executed, particularly all representations and
warranties made by the Company or their designees about the Segment’s business, and, if requested by Covidien’s Senior Vice President and General Counsel, to certify in writing that there are no material misstatements or omissions with
respect to matters to which you have personal knowledge, if indeed that is the case. Your failure to 

  
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comply with the terms of this Agreement and/or other Company policies including, but not limited to, the Covidien Guide to Business Conduct, may lead to discipline up to and including termination
of employment. 
 9. Effect on Benefit Plans. No amounts payable pursuant to this Agreement shall constitute wages or compensation for
purposes of determining the amount of any benefits (including, without limitation, severance benefits) you are or may be entitled to receive at any time from or under any employee benefit plan, program or arrangement maintained or contributed to by
the Company. 
 10. Definitions. For purposes of this Agreement, the following terms shall have the meanings ascribed to them.

 (a) “Applicable Payment Date” means the Transaction Date or the dates that the Retention Bonus Payments are
distributed in accordance with the provisions of Subsections 1(a) and (b), as applicable. 
 (b) “Cause” means
(i) the substantial failure or refusal to perform duties and responsibilities of your job as required by the Company (or, following a Sale, Purchaser; or, following a Spin, SpinCo), (ii) a violation of any fiduciary duty owed to the
Company (or, following a Sale, Purchaser; or, following a Spin, SpinCo), (iii) the conviction of a felony or misdemeanor, (iv) dishonesty, (v) theft, (vi) any violation of Company (or, following a Sale, Purchaser; or, following a
Spin, SpinCo) rules or policy, or (vii) any other egregious conduct, that has or could have a serious and detrimental impact on the Company (or, following a Sale, Purchaser; or, following a Spin, SpinCo) and its employees. Prior to a
Transaction, and on or following a Transaction in circumstances which could affect obligations of the Company, Covidien’s Senior Vice President, Human Resources, in his sole and absolute discretion, shall determine whether Cause exists.
Examples of “Cause” may include, but are not limited to, excessive absenteeism, misconduct, insubordination, violation of Company (or, following a Sale, Purchaser; or, following a Spin, SpinCo) policy, dishonesty, and deliberate
unsatisfactory performance (e.g., employee refuses to improve deficient performance). 
 (c) “Company” means Covidien
and all of its subsidiaries and affiliates. 
 (d) “Confidential Information” means all information (whether or not
specifically labeled or identified as confidential), in any form or medium (including digital media) that is disclosed to, or developed or learned by you in the performance of your duties for the Company and that relates to the business, operation,
finances, products, services, and research and development of the Segment and/or the Company or its respective suppliers, customers or clients, including, without limitation: (i) information relating to strategic and staffing plans and
practices, business, marketing, promotional or sales plans, practices and programs, costs, pricing structures, and accounting practices; (ii) identities of, individual requirements of, specific contractual arrangements with, and information
about, such suppliers, clients and customers and their confidential information; (iii) compilations of data and analyses, processes, formulae, methods, techniques, systems, research, records, reports, manuals, documentation, models, data and
data bases relating thereto; (iv) computer software (including, without limitation, operating 

  
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systems and applications), documentations, data and data bases; (v) inventions, designs, developments, devices, methods and processes (whether or not patentable or reduced to practice), and
(vi) any other information covered by any Company policy or agreement regarding confidential, trade secret or proprietary information. On and following a Sale, Confidential Information shall mean, in addition to the information described in
this paragraph, the information which would be described in this paragraph if “the Company” were replaced by “Purchaser” each time it appears in this paragraph. On and following a Spin, Confidential Information shall mean, in
addition to the information described in this paragraph, the information which would be described in this paragraph if “the Company” were replaced by “SpinCo” each time it appears in this paragraph. 

(e) “Effective Date” means August 1, 2011. 
 (f) “Expiration Date” means the second anniversary of the Effective Date. 
 (g) “Good Reason” means (i) any material reduction in your base salary or target bonus opportunity as in effect immediately before the Transaction Date, (ii) the assignment to you of
duties which are materially inconsistent with the duties you performed immediately before the Transaction Date or the changing of your position (including changes in reporting relationships and level) which are materially adverse in comparison to
your position immediately before the Transaction Date, (iii) a material reduction in the aggregate value of your long-term incentive opportunity and employee benefits as in effect immediately before the Transaction Date provided, however, that
the actions in each of (i), (ii), and (iii) above will not be considered Good Reason unless (A) you describe the basis for the events, circumstances, or conditions alleged by you to constitute grounds for Good Reason in reasonable detail
in a written notice provided to Purchaser or SpinCo, as applicable, within thirty (30) calendar days of your knowledge of such events, circumstances, or conditions alleged to constitute Good Reason, (B) Purchaser or SpinCo, as applicable,
has failed to cure such events, circumstances, or conditions within thirty (30) calendar days of receiving such written notice and (C) you terminate your employment not later than ten (10) days following the expiration of the period
described in clause (B). 
 (h) “Offer of Comparable Employment” means an offer of employment, or a confirmation of
continued employment, that provides you with (i) the same or higher base salary and target bonus opportunity that were in effect immediately before the Sale Date; and (ii) a work location that is no more than fifty (50) miles from
your work location immediately before the Sale Date. 
 (i) “Permanent Disability” means that you have a permanent and
total incapacity from engaging in any employment for the Company, Purchaser, or SpinCo, as applicable, for physical or mental reasons. A “Permanent Disability” shall be deemed to exist if you meet the requirements for disability benefits
under the Company’s, Purchaser’s or SpinCo’s, as applicable, long-term disability plan or under the requirements for disability benefits under the Social Security law then in effect, or if you are designated with an inactive
employment status at the end of a disability or medical leave. 

  
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 (j) “Purchaser” means an entity which does not control, and is not controlled by
or under common control with, Covidien, and which is the purchaser in the Sale, including for this purpose more than one such entity acting in concert to engage in the Sale. 
 (k) “Retention Bonus Payments” means both the First Retention Bonus and the Second Retention Bonus, as such terms are defined in Subsections 1(a) and (b), respectively. 

(l) “Sale” means the sale of all or substantially all (measured as at least eighty percent (80%) of market value) of the
assets of the Segment to a Purchaser. 
 (m) “Sale Date” means the closing date of the Sale. 

(n) “Spin” means a separation of the Segment from the Company through a pro-rata distribution of the equity of SpinCo to
Covidien’s shareholders, or a similar transaction which is determined in writing by Covidien’s Senior Vice President, Human Resources, to be a Spin. 
 (o) “SpinCo” means the business entity which directly and/or indirectly holds the assets constituting the Segment immediately prior to the Spin, the equity of which is distributed to
Covidien’s shareholders in the Spin. 
 (p) “Spin Date” means the closing date of the Spin. 

(q) “Transaction” means a Sale or Spin, as applicable. 

(r) “Transaction Date” means the Sale Date or Spin Date, as applicable. 

11. Interpretation of the Agreement. Covidien’s Senior Vice President, Human Resources has the discretionary authority to interpret the terms
of this Agreement and resolve any disputes that may arise hereunder including, but not limited to, whether behavior by you constitutes Cause and the amount of any payments due to you under this Agreement. Any determinations made by Covidien’s
Senior Vice President, Human Resources hereunder shall be final and binding on all parties. 
 12. Legal Remedy. You acknowledge that a
remedy at law for any breach or threatened breach of this Agreement would be inadequate and, therefore, you agree that the Company, Purchaser and SpinCo as applicable, shall be entitled to injunctive relief, both preliminary and permanent, in
addition to any other available rights and remedies in case of any such breach or threatened breach. In the event of any action arising from or relating to this Agreement, the party substantially prevailing shall recover its costs, including
reasonable attorneys’ fees. 
 13. Choice of Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts,
without reference to rules in respect of conflicts of laws. 
 14. Assignment; Successor. Neither this Agreement nor any rights or
obligations created herein may be assigned or delegated by you. Tyco Healthcare Group LP is entering into this agreement on behalf of the Company and it may assign any rights and obligations it has under


  
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this Agreement to any Covidien subsidiary or affiliate without your consent, but shall remain liable for any payments provided hereunder that are not timely made by any such assignee. This
Agreement shall be binding on any successor of the Company, and Covidien may and shall cause this Agreement to be binding on Purchaser (in the case of a Sale) or SpinCo (in the case of a Spin) if, and to the extent, necessary to ensure that the
benefits promised hereunder are paid or provided as described herein. 
 15. Severability. If any provision of this Agreement is declared
invalid, illegal or unenforceable by any court of competent jurisdiction, all of the remaining provisions of this Agreement shall continue in full force and effect. 
 16. Complete Agreement. Except as otherwise provided herein, this Agreement is the complete agreement between you and the Company with respect to the subject matter contained in the Agreement and
will supersede or replace all prior retention agreements or understandings between the parties, including the letter agreements dated December 8, 2010 and February 25, 2011, by and between you and the Company. 

17. Compliance with Internal Revenue Code Section 409A. The Company (but, without your written consent, not Purchaser or SpinCo) shall have
the right to modify the timing and/or the method of payment of any amounts payable under this Agreement if such modification is necessary in order to avoid the imposition of the penalty tax under Internal Revenue Code Section 409A
(“Section 409A”), but only to the minimum extent necessary to avoid such penalty tax. Notwithstanding the above, in the event that you are a “specified employee” (within the meaning of Section 409A and with such
classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits that are deferred compensation (within the meaning of Section 409A) that would otherwise be payable or provided
under this Agreement during the six (6) month period immediately following your employment termination date shall instead be paid, without interest, on the first business day after the date that is six (6) months following such termination
date; provided, however, that if you die following the such termination date and prior to the payment of the any amounts delayed on account of Section 409A, such amounts shall be paid to the personal representative of your estate within thirty
(30) calendar days after the date of your death. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment
to be made under this Agreement. In no event shall a termination of employment occur for purposes of this Agreement until you experience a “separation from service” within the meaning of Section 409A, to the extent necessary to avoid
the imposition of the penalty tax under Section 409A. 
 18. No Commitment. Nothing in this Agreement shall, or shall be construed
to, subject the Company to any legal obligation of any kind whatsoever, under any theory of contract, detrimental reliance, fraud or otherwise, to cause a Transaction. 

  
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 19. Amendments. No modification or amendment hereof shall be valid or binding on either party unless
made in writing and signed by both parties or by their duly authorized officers or representatives. 
 Please review this Agreement carefully.
As a key management employee of the Segment, we certainly appreciate your efforts and the important role that you play in assuring that the Transaction is a success. 
 Sincerely, 
  

	
	 /s/ David J. Cano

	 David J. Cano

	 Interim Vice President, Human Resources

	 Pharmaceuticals


 If you are in agreement with the above and foregoing, please signify your acceptance by signing and dating both copies of
this Agreement in the spaces below and returning both to me no later than August 12, 2011. 
  

									
	 Signature:
	 	 /s/ Thomas E. Berry
	  		  	Date:	 	    8/12/11


									
					
	 Printed Name:
	 	Thomas E. Berry	  		  		 	


  
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