Personal & Confidential February 1, 2012 Mr. Mark Trudeau Boonton, New Jersey 07005 Dear Mark:Covidien PLC • November 15th, 2012 • Surgical & medical instruments & apparatus • Massachusetts
As you know, Covidien plc (“Covidien”) is considering a potential spin-off of the Pharmaceuticals Segment of Covidien (“Segment”) resulting in the Segment becoming an independent, publicly-traded company or, alternatively, a sale of the Segment. Covidien has selected you to be eligible for a special supplemental compensation program in the event of a Sale or Spin, the terms of which are described in this letter agreement (“Agreement”). This Agreement is effective on the Effective Date and, unless Covidien extends this Agreement in writing, terminates on the Expiration Date if a Transaction has not been completed by the Expiration Date. Unless otherwise defined in the text of this Agreement, capitalized terms used in this Agreement are defined in Section 8 below.
NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation, and Confidentiality Agreement • November 15th, 2012 • Covidien PLC • Surgical & medical instruments & apparatus • Massachusetts
THIS NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT (hereinafter "Agreement"), dated and effective as of the date that you, ________________________, sign this Agreement, describes various conditions of your employment, including the obligations owed to Tyco Healthcare Group LP d/b/a Covidien and any of its parents, subsidiaries, successors, assigns or affiliated entities (hereinafter the “Company”) by you regarding competition with the Company, the hiring of the Company's employees, solicitation of the Company's customers, and the maintenance of confidential information important to Company's business.
