ADDENDUM TO EXECUTIVE RETENTION AGREEMENT
Exhibit
10.27
ADDENDUM
TO
In
connection with that Executive Retention Agreement (“Agreement”) executed
between Kinetic Concepts, Inc. (the “Company”) and Xxxxx Xxxxxx (“Executive”)
and dated as of February 2007, the Company and Executive have
agreed that in order for the Agreement to comply with the provisions of Section
409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (the
"Code") and the regulations and guidance promulgated thereunder so as not to
subject Executive to the payment of additional taxes and interest under Section
409A, the following changes to the Agreement (in bold) have been made effective
as of December 31, 2008:
Good
Reason. "Good Reason" shall mean one or more of the
following: (i) the material reduction of Executive’s duties and/or
responsibilities, which is not cured within 30 days after the Executive provides
written notice to the Company; provided, however, it
shall not be considered Good Reason if, upon or following a Change in Control,
the Executive’s duties and responsibilities remain the same as those prior to
the Change in Control but the Executive’s title and/or reporting relationship is
changed; (ii) the material reduction of Executive’s base salary (which is not cured within 30 days
after the Executive provides written notice), other than across-the-board
decreases in base salary applicable to all executive officers of the Company; or
(iii) the relocation of the Executive to a business location in excess of fifty
(50) miles from the Company’s headquarters in San Antonio (which is not cured within 30 days
after the Executive provides written notice). To be considered a resignation from
employment on account of Good Reason, the Executive must provide written notice
to the Company (stating that Executive believes one or more of the Good Reason
conditions described above exists) within 30 days of the initial existence of
such condition, and must resign within 30 days of the Company’s failure to cure
such condition.
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6.
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Conditions to
Severance Benefits.
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(a) No
severance benefits shall be made under Sections 4(a) and (b) unless and until
the Executive shall, in consideration of such benefits, execute a full waiver
and release of all claims in a form provided by the Company which waiver and release shall be
delivered to the Company within 45 days following termination of
employment.
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In Witness
Whereof, each of the Parties has executed this Addendum, in the
case of the Company by its duly authorized
officer:
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COMPANY
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Kinetic
Concepts, Inc.
By: /s/ Xxxxxxxxx X.
Xxxxxx
Title: President and Chief Executive
Officer
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EXECUTIVE
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Xxxxx
Xxxxxx
/s/ Xxxxx
X. Xxxxxx
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