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Exhibit 14
AMENDMENT TO THE
RESTATED PURITAN-BENNETT RETIREMENT SAVINGS &
STOCK OWNERSHIP PLAN
THIS AMENDMENT is made is this 7th day of November, 1994 by
Puritan-Bennett Corporation (the "Company") as plan sponsor of the Restated
Puritan-Bennett Retirement Savings & Stock Ownership Plan (the "Plan").
WHEREAS, the Plan was established effective January 1, 1984, and
restated effective January 1, 1989; and
WHEREAS, pursuant to Section 14 of the Plan, the Board of Directors
reserved the right to amend, modify, or terminate the Plan at any time; and
WHEREAS, the Board of Directors now desire to amend the Plan to permit
each Participants under the Plan to direct the Trustee with respect to a tender
offer for common stock of the Company allocated to such Participants' Accounts;
IT IS NOW THEREFORE RESOLVED, that the title of Section 15.11 is
amended to be "Voting and Tendering of Company Common Stock," and the following
paragraphs are added to the end of Section 15.11:
Each Participant shall have the right to direct the Trustee as
to the manner in which to respond to a tender offer, exchange offer or
any other offer to purchase common stock of the Company allocated to
the Participant's Accounts invested in the Stock Fund, irrespective of
whether the Participant is fully vested in such Accounts. The Trustee
or its designee will solicit such instructions from Participants by
distributing to each Participant such information as is distributed to
shareholders of the Company generally in connection with any such
offer, and any additional information the Trustee deems appropriate in
order for each Participant to give instructions. A reasonable
deadline for the return of such material may be specified.
Shares of common stock of the Company will be tendered,
exchanged or sold as instructed by the Participants, in response to a
tender offer, exchange offer or other offer to purchase. Fractional
shares will be aggregated for purposes of tendering, exchanging or
selling shares, to the extent possible, to reflect the instructions of
the Participants. Failure of any Participant to timely instruct the
Trustee pursuant hereto shall be treated as an instruction that the
common stock allocated to such Participant's Accounts shall not be
tendered, exchanged or sold.
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For purposes of receiving, tabulating and transmitting
instructions, the Trustee will establish a procedure to ensure that
instructions received from individual Participants regarding the a
tender offer, exchange offer, or any other offer are held in
confidence, and are not divulged, released or otherwise utilized in a
manner that, in the Trustee's reasonable judgment, might influence the
Participant's free exercise of the rights set forth in this Section
15.11.
IN WITNESS WHEREOF, this Amendment is effective as of the date first
written above.
COMPANY:
PURITAN-BENNETT CORPORATION
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The undersigned hereby accepts the adoption of this Amendment by the
Company.
TRUSTEE:
IDS TRUST COMPANY
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ATTEST:
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