0000950124-08-001103 Sample Contracts

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 • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana

This EMPLOYMENT AGREEMENT, dated and effective this day of , 20 is entered into by and between Batesville Services, Inc. (“Company”) and (“Employee”).

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DISTRIBUTION AGREEMENT BY AND BETWEEN HILLENBRAND INDUSTRIES, INC. AND BATESVILLE HOLDINGS, INC. Dated as of March 14, 2008
Distribution Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • 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.

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JUDGMENT SHARING AGREEMENT BY AND AMONG HILLENBRAND INDUSTRIES, INC. BATESVILLE HOLDINGS, INC. AND BATESVILLE CASKET COMPANY, INC. Dated as of March ___, 2008
Judgment Sharing Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • 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.

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OFFICER INDEMNITY AGREEMENT
Officer Indemnity Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana

WHEREAS, the Corporation is aware that competent and experienced persons are increasingly reluctant to serve as officers of corporations unless they are protected by officer liability insurance and/or indemnification, due to the increasing amount of litigation against officers and the increasing expense of defending such claims; and

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana

This Change in Control Agreement (the “Agreement”) is made and entered into as of (date) by and between Hillenbrand, Inc., an Indiana corporation (the “Company”), and (the “Executive”).

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HILLENBRAND INDUSTRIES, INC., AND BATESVILLE HOLDINGS, INC. DATED AS OF MARCH 14, 2008
Employee Matters Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • 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.”

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AMENDED 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,...
Employment Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana

This EMPLOYMENT AGREEMENT, dated and effective this 31st day of March, 2008 is entered into by and between Batesville Holdings, Inc. (to be renamed Hillenbrand, Inc.) (“Company”) and Kenneth A. Camp (“Employee”).

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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 • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana

This EMPLOYMENT AGREEMENT, dated and effective this 31st day of March, 2008 is entered into by and between Batesville Holdings, Inc. (to be renamed Hillenbrand, Inc.) (“Company”) and Cynthia L. Lucchese (“Employee”).

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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 • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana

This EMPLOYMENT AGREEMENT, dated and effective this 31st day of March, 2008 is entered into by and between Batesville Holdings, Inc. (to be renamed Hillenbrand, Inc.) (“Company”) and John R. Zerkle (“Employee”).

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HILLENBRAND, INC. Executive Deferred Compensation Program
Executive Deferred Compensation Program • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana

WHEREAS, in accordance with that certain Distribution Agreement (as defined below), Hillenbrand Industries, Inc. (to be re-named Hill-Rom Holdings, Inc. prior to or effective upon the Distribution referred to below and hereinafter referred to in these recitals as “RemainCo” or “Hill-Rom Holdings, Inc.”) proposes to distribute its entire ownership interest in Batesville Holdings, Inc. (to be re-named Hillenbrand, Inc. prior to or effective upon the Distribution and hereinafter referred to in these recitals as “SpinCo or “Hillenbrand, Inc.”) through a pro-rata distribution of all of the outstanding shares of SpinCo common stock then owned by RemainCo to the holders of RemainCo common stock (“Distribution”); and

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HILLENBRAND, INC. Short-Term Incentive Compensation Program R E C I T A L S
Short-Term Incentive Compensation Program • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana

WHEREAS, in accordance with the Distribution Agreement (defined below), Hillenbrand Industries, Inc. (to be re-named Hill-Rom Holdings, Inc. prior to or effective upon the Distribution referred to below and hereinafter referred to in these recitals as “RemainCo” or “Hill-Rom Holdings, Inc.”) proposes to distribute its entire ownership interest in Batesville Holdings, Inc. (to be re-named Hillenbrand, Inc. prior to or effective upon the Distribution and hereinafter referred to in these recitals as “SpinCo” or “Hillenbrand, Inc.”) through a pro-rata distribution of all of the outstanding shares of SpinCo common stock then owned by RemainCo to the holders of RemainCo common stock (“Distribution”); and

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DIRECTOR INDEMNITY AGREEMENT
Director Indemnity Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana

WHEREAS, the Corporation is aware that competent and experienced persons are increasingly reluctant to serve as directors of corporations unless they are protected by director liability insurance and/or indemnification, due to the increasing amount of litigation against directors and the increasing expense of defending such claims, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors; and

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