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EXHIBIT 18
FORM OF
FIRST AMENDMENT TO THE TRUST AGREEMENT
FOR THE RESTATED PURITAN-BENNETT
DEFERRED COMPENSATION PLAN
THIS AMENDMENT is made by the Puritan-Bennett Corporation (which,
together with its subsidiaries and affiliates, shall be referred to herein as
the "Corporation"), and the Wachovia Bank of North Carolina, N.A. (the
"Trustee"), effective as of the _____ day of _______________, 1994.
WHEREAS, the Corporation established the 1985 Deferred Compensation
Plan (the "1985 Plan"), consisting of separate but identical Deferred
Compensation Agreements with a select group of management or highly compensated
employees of the Corporation and Policy Guidelines developed by the
Corporation; and
WHEREAS, the Corporation established a trust fund pursuant to an
agreement with the Trustee, dated May 22, 1992 (the "Trust Agreement") for
receipt of contributions pursuant to the 1985 Plan; and
WHEREAS, the Corporation and each participant desired to amend the
terms of the 1985 Plan by voiding the Deferred Compensation Agreements and the
Policy Guidelines, and amending and restating the 1985 Plan in its entirety to
become the Restated Puritan-Bennett Deferred Compensation Plan (the "Restated
Plan"), effective as of September 1, 1993; and
WHEREAS, the Corporation desires to amend the Trust Agreement to
revise the definition of "Change in Control" and replace references to the 1985
Plan with references to the Restated Plan, and to make such other changes as
are necessary to reflect changes made pursuant to the restatement of the 1985
Plan.
NOW, THEREFORE, the Trust Agreement is hereby amended as follows:
1. All references to the "1985 Deferred Compensation
Plan" are hereby deleted and replaced with the "Restated
Puritan-Bennett Deferred Compensation Plan."
2. Section 1.1 is amended to read in its entirety as
follows:
(c) Change in Control. A "Change in Control" shall be
deemed to have occurred at any of the following times:
(i) Upon the acquisition (other than
from the Corporation) by any person,
entity or "group," within the
meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange
Act of 1934 (the "Exchange Act")
(excluding, for this purpose, the
Corporation or its affiliates, or
any employee benefit plan of the
Corporation or its affiliates which
acquires beneficial ownership of
voting securities of the
Corporation) of beneficial ownership
(within the
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meaning of Rule 13d-3 promulgated
under the Exchange Act) of 50% or
more of either the then outstanding
shares of common stock of the
Corporation or the Combined Voting
Power of the Corporation's then
outstanding voting securities.
"Combined Voting Power" means the
combined voting power of the
Corporation's then outstanding
voting securities generally entitled
to vote in the election of
directors.
(ii) At the time individuals who, as of
the date hereof, constitute the
Board (as of the date hereof, the
"Incumbent Board") cease for any
reason to constitute at least a
majority of the Board, provided that
any person becoming a director
subsequent to the date hereof whose
election, or nomination for election
by the Corporation's shareholders,
was approved by a vote of at least a
majority of the directors then
comprising the Incumbent Board
(other than an election or
nomination of an individual whose
initial assumption of office is in
connection with an actual or
threatened election contest relating
to the election of the directors of
the Corporation, as such terms are
used in Rule 14a-11 of Regulation
14A promulgated under the Exchange
Act) shall be, for purposes of this
subsection 1.3.2, considered as
though such person were a member of
the Incumbent Board; or
(iii) Upon the approval by the
shareholders of the Corporation of a
reorganization, merger,
consolidation (in each case, with
respect to which persons who were
the shareholders of the Corporation
immediately prior to such
reorganization, merger or
consolidation do not, immediately
thereafter, own more than 50% of the
Combined Voting Power of the
reorganized, merged or consolidated
company's then outstanding voting
securities) or a liquidation or
dissolution of the Corporation or of
the sale of all or substantially all
of the assets of the Corporation; or
(iv) The occurrence of any other event
which the Incumbent Board in its
sole discretion determines
constitutes a Change in Control.
3. Section 1.3 is deleted in its entirety and Sections
1.4 and 1.5 are renumbered to become 1.3 and 1.4, respectively. A new
Section 1.5 is added to read as follows: "Plan" means the
Puritan-Bennett Restated Deferred Compensation Plan, effective
September 1, 1993.
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4. The term "Investment Account" in new section 1.4 is
amended to read "Account Balance" and all references to "Investment
Account" throughout the Trust Agreement are hereby replaced with
"Account Balance."
5. All references to a "Participating Agreement" or the
"Participating Agreements" are hereby deleted and replaced with the
"Restated Plan." Further, all references to "Policy Guidelines" or
"Guidelines" are hereby deleted.
6. The second sentence of Section 4.1 is deleted in its
entirety.
7. The last sentence of Paragraph (d) of Section 5.2 is
deleted in its entirety.
IN WITNESS WHEREOF, the parties have executed this Amendment,
effective as of the date written above.
PURITAN-BENNETT CORPORATION
("GRANTOR")
By:_____________________________
Title:__________________________
Date:___________________________
ATTEST:
By:______________________________
Title:___________________________
Date:____________________________
WACHOVIA BANK OF NORTH
CAROLINA, N.A. ("TRUSTEE")
By:_____________________________
Title:__________________________
Date: __________________________
ATTEST:
By:______________________________
Title:___________________________
Date:____________________________