Limited Recapture Agreement
EXHIBIT 10.51
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 August 1,
2010 (“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.”
1. Introduction. The Company’s Board of Directors has adopted and disclosed
publicly an Executive Compensation Recoupment Policy (“Policy”). Under the Policy, all
Performance-Based Compensation paid or awarded to, and trading profits on any Company securities
trades (“Trading Profits”) by, executive officers (i.e., officers subject to Section 16 of the
Securities Exchange Act of 1934, as amended) are subject to recoupment by the Company in the event
there is a material restatement of the Company’s consolidated financial results (“Material
Restatement”) due to misconduct of the individual executive officer(s) from whom recoupment is
sought. The Policy, which applies prospectively from its December 3, 2009 effective date, gives
the Compensation and Management Development Committee of the Board of Directors of the Company
(“Committee”) discretion to determine whether and to what extent to seek recoupment under the
Policy based on specific facts and circumstances. The Policy applies to all Performance Based
Compensation and Trading Profits on any Company securities trades received by the Executive during
the twenty four months prior to the disclosure of a Material Restatement.
2. Agreement.
Triggering Event
A “Triggering Event” shall be deemed to occur when and if, (i) there is a Material
Restatement and (ii) the Material Restatement was due, in whole or in part, to the
Executive’s misconduct (including, without limitation, fraud, and violation of law
or Company policy).
Covered Compensation
In the event that a Triggering Event is determined by the Committee to have occurred, the
Committee may seek recoupment from the Executive of the following Performance Based
Compensation paid to and Trading Profits received by the Executive (“Covered Compensation”):
(a) Cash Awards Under STIC Program: All cash awards under the STIC Program paid to
Executive after the Effective Date and within the 24-month period preceding the first public
announcement by the Company of the Material Restatement to the extent that such cash awards
paid to Executive exceeded, in the determination of the Committee, the amounts that would
have been paid had the Company’s consolidated
financial results that are the subject of the Material Restatement initially been reported
correctly.
(b) Performance Based Stock Awards Under Stock Plan: All performance based stock
options, performance based deferred stock shares or other performance based equity awards
granted to Executive after the Effective Date and vested within the 24-month period
preceding the first public announcement by the Company of the Material Restatement to the
extent that such awards, in the determination of the Committee, would have not vested had
the Company’s consolidated financial results that are the subject of the Material
Restatement initially been reported correctly.
(c) Trading Profits: All Trading Profits received by Executive within the 24-month
period preceding the first public announcement by the Company of the Material Restatement,
regardless of whether such Trading Profits would have been received had the Company’s
consolidated financial results that are the subject of the Material Restatement initially
been reported correctly.
Repayment of Covered Compensation
In the event that a Triggering Event is determined by the Committee to have occurred and the
Committee determines to recoup Covered Compensation from the Executive, the Executive agrees
that he or she will promptly repay to the Company all Covered Compensation for which
recoupment is sought in accordance with the following provisions:
(a) Cash Awards Under STIC Program: The Executive shall pay to the Company in cash the
gross amount of cash awards under the STIC Program for which recoupment is sought.
(b) Performance-Based Stock Options: Vested and unexercised performance based stock
options granted under the Stock Plan for which recoupment is sought shall automatically be
forfeited and cancelled, and Executive thereafter shall not be entitled to exercise such
stock options.
(c) Shares of Company Stock: Shares of stock of the Company received by Executive
pursuant to performance based awards granted under the Stock Plan for which recoupment is
sought, whether as an award of performance based deferred stock shares, upon the exercise of
performance based stock options or otherwise, shall be transferred to the Company by the
Executive; provided, however, that in the event the Executive no longer holds such shares,
the Executive shall (i) transfer to the Company an equivalent number of other shares of
Company stock held by Executive or (ii) if the Executive does not hold other shares of
Company stock, pay to the Company an amount in cash equal to the greater of (A) the fair
market value of the number of shares of Company stock for which recoupment is sought, as
determined by the Committee, or (B) the proceeds received by the Executive upon the
disposition of the shares for which recoupment is sought.
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(d) Trading Profits: The Executive shall pay to the Company in cash the amount of any
Trading Profits for which recoupment is sought.
In addition to or in lieu of the Executive’s obligation to repay Covered Compensation in
accordance with the foregoing, the Company may, in its discretion, temporarily or
permanently cancel its obligation to make any further payments to the Executive under the
STIC Program or to make any further awards to the Executive under the Stock Plan.
Inapplicability to Compensation Received Prior to Effective Date
The Company’s right to recoupment hereunder is not retroactive to any payment made under the
STIC Program prior to the Effective Date, any award granted under the Stock Plan prior to
the Effective Date or any Trading Profits received prior to the Effective Date.
Committee Discretion
The Committee has sole discretion to determine whether a Triggering Event has occurred and
the amount of Covered Compensation to be recouped, if any, in connection with such
Triggering Event.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer, and the Executive has executed the Agreement as of the date first above
written.
| EXECUTIVE | ||
By: /s/ Xxxx X. Xxxxxx
|
By: /s/ Xxxxxx Xxxxxxxx Xxxxxxx | |
Name: Xxxx Xxxxxx
|
Name:
Xxxxxx Xxxxxxxx Xxxxxxx |
|
Title: Senior Vice President, Human Resources |
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