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Exhibit 17
AGREEMENT
THIS AGREEMENT is made as of November 7, 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 7, 1994 (the "Contracts"); or
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(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 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
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of the greater Kansas City metropolitan area, or (F)
failure or refusal of 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.
CORPORATION:
PURITAN-BENNETT CORPORATION
/s/ Burton A. Dole, Jr.
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By: Burton A. Dole, Jr.
Title: President
EMPLOYEE:
/s/ John H. Morrow
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John H. Morrow
10231 Catalina
Overland Park, Kansas 66207
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