EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENTProfits Interest Unit Award Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Profits Interest Unit Award Agreement (this “Agreement”), is made as of [_______], 2011 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and ________ (the “Participant”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Indemnification Agreement is dated as of January 18, 2013 (this “Agreement”) and is among Centaur Guernsey L.P. Inc., a Guernsey limited partnership (“Centaur”) (acting by its general partner Chiron Guernsey GP Co. Limited, a Guernsey limited company (“Chiron”)), Chiron (in its own capacity), Kinetic Concepts, Inc., a Texas corporation (“KCI”), KCI USA, Inc., a Delaware corporation (“KCI USA”), LifeCell Corporation, a Delaware corporation (“LifeCell”; each of Centaur, Chiron, KCI, KCI USA and LifeCell, a “Company”, and, collectively, the “Companies”) and Lisa N. Colleran (“Indemnitee”).
EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENTProfits Interest Unit Award Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Profits Interest Unit Award Agreement (this “Agreement”), is made as of May 21, 2012 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and Peter Arnold (the “Participant”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Indemnification Agreement is dated as of January 18, 2013 (this “Agreement”) and is among Centaur Guernsey L.P. Inc., a Guernsey limited partnership (“Centaur”) (acting by its general partner Chiron Guernsey GP Co. Limited, a Guernsey limited company (“Chiron”)), Chiron (in its own capacity), Kinetic Concepts, Inc., a Texas corporation (“KCI”), KCI USA, Inc., a Delaware corporation (“KCI USA”), LifeCell Corporation, a Delaware corporation (“LifeCell”; each of Centaur, Chiron, KCI, KCI USA and LifeCell, a “Company”, and, collectively, the “Companies”) and John T. Bibb (“Indemnitee”).
ADDENDUM TO KEY EMPLOYEE RETENTION AGREEMENTKey Employee Retention Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
In connection with that Key Employee Retention Agreement (“Agreement”) executed between Kinetic Concepts, Inc. (the “Company”) and Teresa Johnson (“Employee”) and dated as of January __, 2008, the Company and Employee 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 Employee 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:
November 8, 2012 Stephen D. Seidel San Antonio, Texas 78209 Re: Agreement regarding Separation from Employment Dear Steve:Separation Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
As discussed, this letter confirms that your employment with Kinetic Concepts, Inc. (“KCI”) and any of its affiliates and subsidiaries will end close of business on November 8, 2012 (the “Termination Date”). In connection with the separation, and your agreements set forth herein, KCI will provide you with the payments and benefits set forth in Section 7 below (the “KCI Consideration”). This letter will confirm our compromise and settlement of all the matters we discussed, as set forth herein.
SERVICE AGREEMENT DATED MAY 14, 2012 KCI UK HOLDINGS LIMITED and PETER ARNOLDService Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
Personal & ConfidentialGlobal Assignment Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
This “letter of understanding” outlines the terms and conditions of this Global Assignment Agreement (hereinafter referred to as “Assignment Agreement”) and the following will apply:
