Exhibit 5
[NELLCOR PURITAN XXXXXXX LETTERHEAD]
[Name of Executive]
Nellcor Puritan Xxxxxxx Incorporated
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Re: Severance Agreement
-------------------
Dear ________ :
This letter confirms our agreement regarding your severance agreement
with Nellcor Puritan Xxxxxxx Incorporated (the "Company") dated _______ (the
"Severance Agreement"). Unless otherwise defined herein, capitalized terms
shall have the respective meanings ascribed thereto in the Severance Agreement.
The Severance Agreement provides for certain benefits upon termination
of your employment after a Change of Control by the Company without Cause or by
you for Good Reason. The Company, Mallinckrodt Inc. ("Mallinckrodt") and NPB
Acquisition Corp. ("Purchaser") have entered into an Agreement and Plan of
Merger, dated as of July 23, 1997 (the "Merger Agreement"), which provides that
Purchaser will merge (the "Merger") with and into the Company upon completion of
the tender offer contemplated thereby. Upon consummation of the Merger, the
Company will be a wholly-owned subsidiary of Mallinckrodt. The completion of the
tender offer will constitute a Change of Control under the Severance Agreement.
In light of the need to integrate the businesses of the Company and
Mallinckrodt following the Merger (the "Business Integration") and the changes
in the nature of your responsibilities and position with the Company that may
result from such integration, your Severance Agreement is amended as of the
Effective Time of the Merger as follows:
1. If you remain in employment with the Company until December
31, 1997, in the event you terminate your employment for any reason
thereafter through June 30, 1998 (i) such termination shall be deemed to
be for "Good Reason", as defined in your Severance Agreement, and (ii)
you will be entitled to all benefits arising under the Severance
Agreement applicable to a termination for Good Reason following a Change
in Control, to the extent not paid to you pursuant to subparagraph 2,
below.
2. If you remain in employment with the Company on July 1, 1998,
you will be entitled to receive a payment within 30 days thereafter
equal to the severance pay provided in Section 3.1(b)(ii) of the
Severance Agreement, and thereafter the Company's obligations under the
Severance Agreement shall cease.
In consideration of the foregoing amendments and in order to facilitate the
Business Integration, you agree that the definition of "Good Reason" for
purposes of the Severance Agreement shall not include a change in your status,
title, position or responsibilities as currently provided in Section 2.8(a)(l)
of your Severance Agreement, other than a significant adverse change in your
responsibilities. The foregoing amendments to your Severance Agreement shall
become effective only if the Merger is consummated.
-2-
Please confirm your agreement to the foregoing by signing and returning
to me the enclosed copy of this letter.
By its execution of a copy of this letter, Mallinckrodt consents to the
amendments to be made by this agreement to your Severance Agreement upon
consummation of the Merger.
Very truly yours,
CONFIRMED AND AGREED
___________________________
Executive
CONSENTED AND AGREED
Mallinckrodt Inc.
By: ________________________
Its: ________________________
-3-
