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EXHIBIT 17
FORM OF AGREEMENT
THIS AGREEMENT is made this ____ day of __________, 1994 by and
between Puritan-Bennett Corporation, a Delaware corporation (hereinafter
referred to as the "Corporation"), and John H. Morrow (hereinafter referred to
as the "Employee").
WHEREAS, the Corporation has adopted the Puritan-Bennett Corporation
Supplemental Retirement Benefit Plan effective as of September 1, 1985 (the
"Plan") which provides benefits that supplement benefits provided under the
Restated Puritan-Bennett Pension Plan (the "Pension Plan"); and
WHEREAS, the Corporation and the Employee have entered into an
agreement pursuant to which the Employee became a Member under the terms of the
Plan; and
WHEREAS, the Employee and the Corporation desire to make the following
changes to the Plan as it applies to Employee.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the Employee and the Corporation agree that, solely for purposes of
determining the Employee's and his beneficiaries' rights under the Plan and not
for purposes of determining the rights of any other individual under the Plan,
the terms of the Plan applicable to Employee shall be amended as follows:
A. Section 4, "Retirement Benefits," shall be amended by the
addition of the following new Section 4.04.
Section 4.04-Exceptions for Certain Terminations of
Employment. Notwithstanding the foregoing provisions of this Section
4 or any other provision(s) of this Plan, in the event of the
termination of employment of a Member for Good Reason (if initiated by
the Member), and/or other than for Cause (if initiated by the
Corporation), then (a) even if the Member has not at the date of
termination of employment attained age fifty-five (55) and/or
completed seven (7) Years of Participation, he shall nevertheless be
entitled to the Supplemental Monthly Retirement Benefit provided under
Section 4.01 hereof; (b) the Member shall be deemed to have completed
ten or more Years of Service and to be 100% vested in the Supplemental
Monthly Retirement Benefit pursuant to Section 4.01(b) hereof; (c) the
Member shall be deemed to have been age sixty-five (65) (unless his
actual age shall be greater) at the date of termination of employment
so as to be entitled to 100% of the Supplemental Monthly Retirement
Benefit (as adjusted by Section 4.01(a)) pursuant to Section 4.01(c);
and (d) the Benefit Commencement Date under Section 4.02 shall be the
first day of the calendar month coinciding with or next following the
earlier of--(i) the first date following termination of Member's
employment on which the Corporation is in material breach of its
obligations pursuant to the contracts between the Member and the
Corporation dated June 9, 1994, and November ___, 1994 (the
"Contracts"); or (ii) the later of--(I) the date the Member attains
age fifty-five (55), or (II) the latest date on which the last payment
pursuant to the Contracts is scheduled
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to be made (which date shall be determined without regard to whether
the payment is in fact made prior to such scheduled date).
For the purposes of this Section 4.04, the terms Cause and
Good Reason shall be defined as follows:
(a) Cause. "Cause" means (i) the Member's willful
violation of any reasonable rule or direct order of
the Corporation's board of directors (the "Board") or
the Corporation's Chief Executive Officer ("CEO"),
which, after written notice to do so, the Member
fails to make reasonable efforts to correct within a
reasonable time, or (ii) conviction of a crime, or
entry of a plea of nolo contendere with regard to a
crime, involving actual moral turpitude or dishonesty
of or by the Member, or (iii) drug or alcohol abuse
on Corporation premises or at a Corporation sponsored
event, or (iv) the Member's material violation of any
provision of his employment agreement with the
Corporation, which, after written notice to do so,
the Member fails to make reasonable efforts to
correct within a reasonable time. "Cause" shall not
include any matter other than these specified in (i)
through (iv) above, and without limiting the
generality of the foregoing statement, Cause shall
not include (x) any charge or conviction of a crime,
or entry of a plea of nolo contendere with regard to
a crime, under the Federal Food, Drug, and Cosmetic
Act, as amended, or any successor statute thereto
(the "Act"), or (y) the imposition or attempt to
impose upon the Member, or upon any operation, asset,
product or activity of the Corporation, of any other
sanction or remedy under the Act, including without
limitation civil money penalties, warning letters,
injunctions, repairs, replacements, refunds, recalls
or seizures, if the Member acted in good faith and in
a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation.
(b) Good Reason. "Good Reason" means (i) breach by the
Corporation or any successor company of any of the
provisions of the employment agreement between the
Corporation and the Member (the "Employment
Agreement") not corrected within ninety (90) days
after written notice to the Corporation thereof, or
(ii) any of the following: (A) reduction of the
Member's base salary, management bonus percentage or
other compensation, (B) failure to continue in effect
any medical, dental, accident, or disability plan in
which the Member is entitled to participate and
failure to provide plans with substantially similar
benefits (except that employee contributions may be
raised to the extent of any cost increases imposed by
third parties) or any action by the Corporation which
would adversely affect the Member's participation or
reduce the Member's benefits under any of such plans,
(C) material reduction in Member's job
responsibilities, (D) material reduction of Member's
title or position, (E) Member shall be requested to
relocate to an office outside of the Kansas City
metropolitan area, or (F) failure or refusal of
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any successor company to assume the Corporation's
obligations under the Employment Agreement.
B. Section 9.02(a) is amended to read in its entirety as follows:
(a) Competition Restriction. During the period of employment
and during the period that the Member is receiving Supplemental
Monthly Retirement Benefits under this Plan, the Member shall not
directly or indirectly become or serve as an officer, director or
employee of, or consultant to, or independent contractor for any
individual, partnership, joint venture or corporation, nor owner of
any business, nor member of any partnership or joint venture which, in
the judgment of the Committee, competes with the Employer, unless the
Member shall have obtained the prior written consent of the Committee.
IN WITNESS WHEREOF, this Agreement has been made as of the date set
forth above.
PURITAN-BENNETT CORPORATION
EMPLOYEE "Corporation"
By
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John H. Morrow Title:
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Address:
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