EXHIBIT 10.5 AGREEMENTSeverance Agreement • February 22nd, 2001 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • Indiana
EXECUTIVE EMPLOYMENT AGREEMENT PREAMBLEExecutive Employment Agreement • December 23rd, 2005 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • Indiana
EXHIBIT 10.8 TIER 1 - CEO CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the "Agreement") is made and entered into as of _____________________ (date) by and between Hillenbrand Industries, Inc., an Indiana corporation (the "Company"),...Change in Control Agreement • December 23rd, 2005 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • Indiana
WARRANTWarrant Agreement • May 10th, 2004 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • Delaware
EXHIBIT 10.13 THREE-YEAR CREDIT AGREEMENT ($250,000,000 THREE-YEAR REVOLVING CREDIT FACILITY) Dated as of August 2, 2002Credit Agreement • August 13th, 2002 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • New York
EXECUTIVE EMPLOYMENT AGREEMENT PREAMBLEExecutive Employment Agreement • December 23rd, 2003 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • Indiana
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 23rd, 2003 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • Indiana
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2015 among HILL-ROM HOLDINGS, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent CITIZENS BANK, N.A., BANK OF AMERICA, N.A. and PNC BANK, NATIONAL ASSOCIATION as...Credit Agreement • May 5th, 2015 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of May 1, 2015 among HILL-ROM HOLDINGS, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIZENS BANK, N.A., BANK OF AMERICA, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and FIFTH THIRD BANK, CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Documentation Agents.
EXHIBIT 10.12 364-DAY CREDIT AGREEMENT ($250,000,000 364-Day Revolving Credit Facility) Dated as of August 2, 2002364-Day Credit Agreement • August 13th, 2002 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • New York
PREAMBLEEmployment Agreement • December 23rd, 2005 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • Indiana
AND TRUSTEE INDENTURE DATED AS OF [ ]Indenture • July 14th, 2003 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • New York
INDENTURE Dated as of September 19, 2019 Between HILL-ROM HOLDINGS, INC., as Issuer, THE GUARANTORS PARTY HERETO and CITIBANK, N.A., as Trustee 4.375% SENIOR NOTES DUE 2027Indenture • September 19th, 2019 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of September 19, 2019, between Hill-Rom Holdings, Inc., an Indiana corporation (the “Issuer,” as more fully set forth in Section 1.01), the Guarantors party hereto and Citibank, N.A., as Trustee.
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT dated as of February 12, 2004Stock Purchase Agreement • May 10th, 2004 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • New York
Exhibit 10.3 SPLIT DOLLAR LIFE INSURANCE AGREEMENT (Collateral Assignment Method) THIS AGREEMENT is made on March 11, 1998, between Hillenbrand Industries, Inc., an Indiana corporation (the "Corporation"), and "Name" (referred to herein as the "Owner"...Split Dollar Life Insurance Agreement • February 24th, 2000 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • Indiana
EXHIBIT 10.34 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION and RELEASE AGREEMENT ("Agreement") is entered into by and between R. Ernest Waaser ("Employee") and Hill-Rom, Inc. ("Company"). To wit, the Parties agree as follows: 1. Employee's active...Separation and Release Agreement • December 23rd, 2005 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • Indiana
ContractCredit Agreement • August 2nd, 2019 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIRD AMENDMENT TO THE CREDIT AGREEMENT dated as of June 28, 2019 (this “Amendment”), among HILL-ROM HOLDINGS, INC., an Indiana corporation (the “Borrower”), the Guarantors party hereto, the Consenting Lenders (as defined below) and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 2nd, 2021 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 1, 2021, is entered into by and among HILL-ROM HOLDINGS, INC., an Indiana corporation (the “Company”), BAXTER INTERNATIONAL INC., a Delaware corporation (“Parent”), and BEL AIR SUBSIDIARY, INC., an Indiana corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
EMPLOYMENT AGREEMENT P R E A M B L E This 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...Employment Agreement • April 28th, 2011 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana
This EMPLOYMENT AGREEMENT, dated and effective this 14th day of March 2011 is entered into by and between Hill-Rom Holdings, Inc. (“Company”) and Michael O. Oliver (“Employee”).
FOURTH AMENDMENT TO THREE-YEAR CREDIT AGREEMENTThree-Year Credit Agreement • December 23rd, 2003 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • New York
EXHIBIT 10.1 Published CUSIP Number:__________________ MULTI-YEAR CREDIT AGREEMENT ($400,000,000 MULTI-YEAR REVOLVING CREDIT FACILITY)Multi-Year Credit Agreement • August 2nd, 2004 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • New York
EMPLOYMENT AGREEMENT P R E A M B L EEmployment Agreement • November 13th, 2020 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Illinois
This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in the 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.
EMPLOYMENT AGREEMENT P R E A M B L EEmployment Agreement • April 27th, 2018 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana
This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in the 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.
ContractMaster Repurchase Agreement • May 4th, 2018 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus
THE BOND MARKET ASSOCIATION Master Repurchase Agreement September 1996 Version Dated as of May 4, 2018 Between:Hill-Rom Manufacturing, Inc.andMUFG Bank. Ltd.1. Applicability From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder. 2. Definitions (a) “Act of Insolvency”, with respect to any party, (i) the commencement by such party as debtor ofany case or proceeding under any bankruptc
CREDIT AGREEMENT Dated as of March 28, 2008Credit Agreement • April 1st, 2008 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2018 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) between Alton E. Shader (“Executive”) and Hill‑Rom Holdings, Inc. (“Company”) is dated and effective the 24th day of April, 2018.
DISTRIBUTION AGREEMENT BY AND BETWEEN HILLENBRAND INDUSTRIES, INC. AND BATESVILLE HOLDINGS, INC. Dated as of March 14, 2008Distribution Agreement • April 1st, 2008 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana
THIS DISTRIBUTION AGREEMENT, dated as of March 14, 2008 (this “Agreement”), is entered into by and between Hillenbrand Industries, Inc., an Indiana corporation (“RemainCo”), and Batesville Holdings, Inc., an Indiana corporation (“SpinCo”). Capitalized terms used herein and not other otherwise defined shall have the meanings set forth in Article I.
EMPLOYMENT AGREEMENT PREAMBLE This 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...Employment Agreement • November 19th, 2015 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana
This EMPLOYMENT AGREEMENT, dated and effective this 30th day of October, 2013 is entered into by and between Hill-Rom Holdings, Inc. ("Company") and Taylor Smith ("Employee").
JUDGMENT SHARING AGREEMENT BY AND AMONG HILLENBRAND INDUSTRIES, INC. BATESVILLE HOLDINGS, INC. AND BATESVILLE CASKET COMPANY, INC. Dated as of March 14, 2008Judgment Sharing Agreement • April 1st, 2008 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana
THIS JUDGMENT SHARING AGREEMENT, dated as of March 14, 2008 (this “Agreement”), is entered into by and among Hillenbrand Industries, Inc., an Indiana corporation (“HI”), Batesville Holdings, Inc., an Indiana corporation (“BSI Parent”), and Batesville Casket Company, Inc., an Indiana corporation (“BSI”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article I.
Limited Recapture AgreementLimited Recapture Agreement • April 28th, 2011 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus
This Limited Recapture Agreement (the “Agreement”) by and between Hill-Rom Holdings, Inc. (“Company”) and the undersigned Executive (“Executive”) is entered into effective as of March 14, 2011 (“Effective Date”), as a condition of the grant of a cash award by the Company to the Executive under the Company’s Short-Term Incentive Compensation Program or any similar future plan(s) or program(s) (“STIC Program”) and/or the grant of any performance-based (but not time based) stock options, deferred stock shares or other awards under the Company’s Stock Incentive Plan (as such plan may be amended) or any similar future plan(s) (“Stock Plan”) . Any and all such cash or stock based awards under the STIC Program and/or Stock Plan are referred to herein as “Performance Based Compensation.”
OFFICER INDEMNITY AGREEMENTOfficer Indemnity Agreement • July 17th, 2013 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana
THIS AGREEMENT is made as of March 16, 2011, by and between Hill-Rom Holdings, Inc., an Indiana corporation (the “Corporation”), and Michael Macek (the “Officer”).
HILL-ROM HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 16th, 2011 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus
This Non-Qualified Stock Option Agreement (this “Agreement”) by and between HILL-ROM HOLDINGS, INC. (the “Company”) and the Grantee named above (referred to below as “you”) evidences the grant by the Company of a Non-Qualified Stock Option to you on the date stated above (the “Grant Date”) and your acceptance of such Option in accordance with the provisions of the Hill-Rom Holdings, Inc. Stock Incentive Plan (the “Plan”).
FIRST AMENDMENT TO 364-DAY AMENDED AND RESTATED CREDIT AGREEMENT364-Day Amended and Restated Credit Agreement • December 23rd, 2003 • Hillenbrand Industries Inc • Miscellaneous furniture & fixtures • New York
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 1st, 2008 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana
This Change in Control Agreement (the “Agreement”) is made and entered into as of (date) by and between Hill-Rom Holdings, Inc., an Indiana corporation (the “Company”), and (the “Executive”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HILLENBRAND INDUSTRIES, INC., AND BATESVILLE HOLDINGS, INC. DATED AS OF MARCH 14, 2008Employee Matters Agreement • April 1st, 2008 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into by and between Hillenbrand Industries, Inc., an Indiana corporation (“RemainCo”), and Batesville Holdings, Inc., an Indiana corporation (“SpinCo”), each a “Party” and together, the “Parties.”
Limited Recapture AgreementLimited Recapture Agreement • November 20th, 2013 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus
This Limited Recapture Agreement (the "Agreement") by and between Hill-Rom Holdings, Inc. ("Company") and the undersigned Executive ("Executive") is entered into effective as of _________________ ("Effective Date"), as a condition of the grant of a cash award by the Company to the Executive under the Company's Short-Term Incentive Compensation Program or any similar future plan(s) or program(s) ("STIC Program") and/or the grant of any performance-based (but not time based) stock options, deferred stock shares or other awards under the Company’s Stock Incentive Plan (as such plan may be amended) or any similar future plan(s) (“Stock Plan”) . Any and all such cash or stock based awards under the STIC Program and/or Stock Plan are referred to herein as “Performance Based Compensation.”
