Exhibit 13
[NELLCOR PURITAN XXXXXXX LETTERHEAD]
[Name of Executive]
Nellcor Puritan Xxxxxxx Incorporated
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Re: Severance Agreement
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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.
As a result of the change in the nature of your responsibilities and
position that will result from the Merger, your Severance Agreement is amended,
as of the Effective
Time of the Merger, to provide that in the event you terminate your employment
for any reason at any time after the consummation of the Merger and within
twenty-four months following the completion of the tender offer contemplated by
the Merger Agreement, (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. The foregoing amendment to your
Severance Agreement shall become effective only if the Merger is consummated.
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: ______________________
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