Hill-Rom Holdings, Inc. (Form: 8-K, Received: 11/27/2018 07:01:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2018

HILL-ROM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



Indiana (State or other jurisdiction of incorporation)	1-6651 (Commission File Number)	35-1160484 (IRS Employer Identification No.)

130 East Randolph Street Suite 1000 Chicago, IL (Address of principal executive offices)		60601 (Zip Code)
(312) 819-7200 (Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Emerging growth company (Indicate by check mark whether the registrant is an emerging growth company as defined in Rule

405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.b-2 of this chapter).

☐ If an emerging growth company, indicate by check mark of the registrant has elected not to use the extended transition period

for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On November 26, 2018, Steven J. Strobel, Senior Vice President, Chief Financial Officer of Hill-Rom Holdings, Inc. (the “Company”), notified the Company of his intention to retire from the Company following a transition period. Effective December 3, 2018, Mr. Strobel will take on a new role as senior advisor to the Company’s Chief Executive Officer (“CEO”) and he is expected to remain in such new role through November 17, 2019, his anticipated retirement date.

Following approval by the Compensation and Management Development Committee of the Board of Directors (the “Board”) of the Company, the Company entered into an Addendum to the Amended and Restated Employment Agreement (the “Addendum”) with Mr. Strobel, effective as of December 3, 2018. Pursuant to the Addendum, Mr. Strobel will continue his employment with the Company as senior advisor to the Company’s CEO through November 17, 2019. No adjustments are being made to Mr. Strobel’s existing compensation arrangements with the Company, except Mr. Strobel’s 2019 bonus will be prorated for the period starting October 1, 2018 and ending on February 28, 2019. The foregoing summary is qualified in its entirety by reference to the full text of the Addendum with Mr. Strobel, a copy of which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.

Also on November 27, 2018, the Board appointed Barbara Bodem, age 50, as Senior Vice President, Chief Financial Officer of the Company, effective on December 3, 2018 at the time Mr. Strobel steps down from his current positions with the Company.

Ms. Bodem most recently served as Senior Vice President of Finance at Mallinckrodt plc, a global specialty pharmaceutical company. Previously, she worked as Vice President of Global Commercial Finance for Hospira, a global pharmaceutical and medical device company, from October 2013 to September 2015 and she also served in a variety of Financial roles for Eli Lilly and Company, a global pharmaceutical company. Ms. Bodem also served as a director of Invacare Corporation from August 2017 through November 2018.

There are (a) no arrangements or understandings between Ms. Bodem and any other persons pursuant to which Ms. Bodem was named an officer, (b) no transactions between Ms. Bodem and the Company that would be reportable under Item 404(a) of Regulation S-K or (c) no family relationships between Ms. Bodem and any other director or officer that would be reportable under Item 401(d) of Regulation S-K.

In connection with the appointment of Ms. Bodem as Senior Vice President, Chief Financial Officer, the Company and Ms. Bodem entered into an offer letter, an employment agreement, a change in control agreement, a limited recapture agreement and an indemnity agreement, each effective as of December 3, 2018.

Ms. Bodem’s offer letter and employment agreement provide as follows:


•	a base salary of $490,000 per year;

•

cash incentive compensation opportunity under the Company’s short-term incentive compensation program, with a target payment of 60% of base salary (the “Target Bonus”); payouts under this program range from 0% to 200% of base salary with the incentive compensation opportunity based on financial and non-financial criteria established by the Compensation and Management Development Committee of the Board;

•

eligibility to participate in the Company’s stock-based long-term incentive compensation program providing for annual grants of restricted stock units, stock options and performance share units as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 19, 2018, with the total combined target grant date award value for Ms. Bodem’s position currently being 225% of her base salary;

•

in part to compensate Ms. Bodem for compensation foregone at her prior employer, she will receive a sign-on cash award of $300,000, payable on the first paycheck after she has completed 60 days of employment, and subject to all regular state, federal and local withholding requirements; provided, that if Ms. Bodem voluntarily terminates her employment with the Company within eighteen (18) months of her start date, she will be required to repay the full amount of this sign-on cash award;


•	in order to compensate Ms. Bodem for the value of the outstanding unvested equity awards that she will forfeit upon termination of employment with her prior employer, Ms. Bodem will be granted a one-time sign-on equity award of restricted stock units with an award date value of $735,000; the number of shares of restricted stock units will be

determined based on the stock price on Ms. Bodem’s effective start date of December 3, 2018; one-third of this award will vest on the day after each of the first, second and third anniversary of the start date;

•

one-year term of employment, which shall be extended automatically, on the same terms and conditions, for successive one-year periods, unless either party gives written notice to the other of its intention not to renew such employment agreement at least 180 days prior to the end of the relevant term; provided, however, that Ms. Bodem’s employment may be terminated earlier pursuant to the terms of the employment agreement;


•	non-competition/non-solicitation period is twelve (12) months for Ms. Bodem;

•

participation in and receipt of benefits and perquisites, including retirement and health and welfare benefits (such as participation in the supplemental executive retirement plan (the “SERP”)), supplemental long-term disability insurance coverage, a Company-paid Executive physical examination, and reimbursement for a portion of tax preparation and estate and financial planning services) as are available to other senior executives of the Company, subject to the terms of the applicable plan documents and generally applicable Company policies;

•

if Ms. Bodem is terminated by the Company other than for “cause,” including a termination by Ms. Bodem for “good reason” (each as defined in the employment agreement), the Company will be required to pay severance to her in an amount equal to (i) one times the sum of Ms. Bodem’s annual base salary plus her target bonus for the year in which her employment is terminated, with payments continuing over the twelve (12) months after the time of such termination, plus (ii) all other deferred compensation, payments, accrued benefits of employment or fringe benefits to which Ms. Bodem may be entitled pursuant to the express terms of compensation plan arrangements, applicable benefit plans, programs or grants or under the terms of Ms. Bodem’s employment agreement (collectively, “Accrued Benefits”);


•	Ms. Bodem will receive a pro-rated portion of the bonus for the fiscal year in which her employment terminates without cause or for good reason, based on the performance level and the number of days she was employed during such fiscal year;


•	health and similar welfare benefits will continue for twelve (12) months or until Ms. Bodem is eligible to be covered by comparable benefits of a subsequent employer, whichever is earlier, and she will be immediately vested in the SERP;


•	in the case of death or disability, the Company would not be required to make any additional payments other than (i) all Accrued Benefits to which Ms. Bodem or her estate is entitled in accordance with any applicable plans, and (ii) Ms. Bodem would be immediately vested in the SERP;

•

if Ms. Bodem retires, the Company will be required to pay her retirement benefits and all other applicable benefits pursuant to terms of such plans; the Company’s obligation to pay Ms. Bodem’s base salary, annual bonus, and long-term incentives shall cease except to the extent incentives are vested and in accordance with such plans; any outstanding restricted stock units, stock options and performance share units fully vest if Ms. Bodem retires after having reached age fifty-five (55) and completed ten (10) years of employment, so long as the grant was made more than one year prior to retirement; grants made within one year of retirement will vest on a pro-rated basis;

Ms. Bodem’s change in control agreement provides as follows:

•

payment of specified benefits upon termination of executive’s employment without “cause” or for “good reason” (each as defined in the change in control agreement) in anticipation of or within two (2) years after a Change in Control (as defined in the change in control agreement and described below); the benefits to be provided by the Company upon a Change in Control and such a termination are:


◦	a lump sum payment in cash equal to two (2) times the sum of Ms. Bodem’s annual base salary plus her target bonus;


◦	a lump sum payment in cash equal to the pro-rated portion of the bonus for the fiscal year in which Ms. Bodem’s employment terminates without cause or for good reason, based on the performance level and the number of days she was employed during such fiscal year;


◦	continued health and medical insurance for Ms. Bodem and her dependents for twenty-four (24) months, with the right to purchase continued medical insurance (at COBRA rates) from the end of this period until Ms. Bodem reaches retirement age;


◦	for a period of two (2) years following such termination, continuation of the group term life insurance program provided for Ms. Bodem immediately prior to the Change in Control; and


◦	a cash payment for certain perquisites, such as accrued and unpaid vacation;


•	in addition, in the event Ms. Bodem’s employment is terminated within two (2) years after a Change in Control, all outstanding stock options, restricted stock units and performance share units will become fully vested, with the performance share units deemed earned based on achievement of the financial performance measures at target (100%);


•	the change in control agreement does not provide for any excise tax “gross-up” payments; and

•

a “Change in Control” is defined generally as (1) the acquisition of beneficial ownership of 35% or more of the voting power of all the Company voting securities by a person or group; (2) the consummation of certain mergers or consolidations; (3) the failure of a majority of the members of the Board to consist of Current Directors (defined as any director on the date of the change in control agreement and any director whose election was approved by a majority of the then-Current Directors); (4) the consummation of a sale of substantially all of the assets of the Company; or (5) the date of approval by the shareholders of the Company of a plan of complete liquidation of the Company.

The limited recapture agreement entered into between the Company and Ms. Bodem, which is in substantially the same form as the limited recapture agreements with the Company’s other executive officers, provides for the recapture of performance-based compensation and trading profits in the event of misconduct by Ms. Bodem that leads to a material restatement of the Company’s financial statements. The form indemnity agreement was originally filed with the Company’s Form 10-K dated November 20, 2013.

The indemnity agreement entered into between the Company and Ms. Bodem, which is in substantially the same form as the indemnity agreements with the Company’s other executive officers, obligates the Company to indemnify Ms. Bodem to the full extent permitted by the laws of the State of Indiana. Indemnification is required against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement of a claim made against Ms. Bodem by reason of her service as an officer of the Company. Indemnification is not available in certain circumstances, including where Ms. Bodem derived an improper personal benefit, where a court determines that indemnification is not lawful under any applicable statute or public policy or in connection with any proceeding initiated by Ms. Bodem unless required by law, authorized by the Board or related to enforcement of the indemnity agreement. The form indemnity agreement was originally filed with the Company’s Form 10-K dated November 16, 2011.

The foregoing summaries of the offer letter, employment agreement, change in control agreement, limited recapture agreement and indemnity agreement do not purport to be complete and are subject to, and qualified in their entirety by, the complete text of the offer letter, employment agreement, change in control agreement, limited recapture agreement and indemnity agreement with Ms. Bodem, copies of which are attached to this Form 8-K as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 hereto, respectively, which exhibits are incorporated herein by reference.

Item 7.01. REGULATION FD DISCLOSURE.

The Company issued a press release on November 27, 2018 announcing the leadership transition described in Item 5.02 above, which is furnished as Exhibit 99.1 to this report.

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:



10.1	Addendum to Amended and Restated Employment Agreement between Hill-Rom Holdings, Inc. and Steven J. Strobel, effective December 3, 2018
10.2	Offer Letter between Hill-Rom Holdings, Inc. and Barbara Bodem, effective December 3, 2018
10.3	Employment Agreement between Hill-Rom Holdings, Inc. and Barbara Bodem, effective December 3, 2018
10.4	Change in Control Agreement between Hill-Rom Holdings, Inc. and Barbara Bodem, effective December 3, 2018
10.5	Form of Limited Recapture Agreement between Hill-Rom Holdings, Inc. and certain executive officers (Incorporated herein by reference to Exhibit 10.34 filed with the Company's Form 10-K for the year ended September 3, 2013)
10.6	Form of Indemnity Agreement between Hill-Rom Holdings, Inc. and certain executive officers (Incorporated herein by reference to Exhibit 10.6 filed with the Company's Form 10-K for the year ended September 30, 2011)
99.1	Press Release of Hill-Rom Holdings, Inc. dated November 27, 2018

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		HILL-ROM HOLDINGS, INC.
		(Registrant)

DATE: November 27, 2018	By:	/s/ Deborah M. Rasin

	Name: Title:	Deborah M. Rasin Senior Vice President Chief Legal Officer and Secretary

Exhibit 10.1

ADDENDUM TO AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This ADDENDUM TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Addendum ”) between Steven Strobel (“ Executive ”) and Hill‑Rom Holdings, Inc. (“Company”) is dated this 3rd day of December, 2018.

W I T N E S S E T H:

WHEREAS, the Company and Executive entered into an Amended and Restated Employment Agreement dated November 16, 2018 (“ Employment Agreement ”) which sets forth the terms and conditions upon which Executive is currently employed by the Company as Senior Vice President, Chief Financial Officer; and

WHEREAS, the Company and Executive desire to supplement the Employment Agreement to reflect a change in Executive’s position and to set forth certain benefits to be provided Executive in connection with Executive’s change in position.

NOW THEREFORE, in consideration of Executive’s continued employment with the Company and the mutual covenants set forth in the Employment Agreement and herein, as well as other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and Executive agree to enter into this Addendum as a supplement to the Employment Agreement as follows:


1.	Effective December 3, 2018, Executive shall resign from the position of Senior Vice President, Chief Financial Officer of the Company and shall be appointed to the position of Advisor to the Chief Executive Officer of the Company.


2.	Executive’s current base salary of $535,000 shall remain unchanged.


3.	Executive’s current target bonus of 75% of Base Salary shall remain unchanged; provided, however, that Executive’s bonus payment for fiscal year 2019, as determined and calculated pursuant to the

terms of the Company’s short-term incentive compensation plan, shall be pro-rated from October 1, 2018 through February 28, 2019.


4.	Executive’s separation date from the Company shall be November 17, 2019 at which time Executive shall have met the requirements for retirement pursuant to the terms of the Company’s long-term equity compensation plan and shall become vested in outstanding equity awards pursuant to the terms of the applicable equity award agreements.


5.	The terms and conditions of the Employment Agreement, as supplemented by this Addendum, shall continue in full force and effect.

IN WITNESS WHEREOF, the Parties have signed this Addendum effective as of the day and year first above written.

EXECUTIVE HILL-ROM HOLDINGS, INC.




Signed: /s/ Steven Strobel Name: Steven Strobel Date: November 26, 2018	By: /s/ Kenneth Meyer Title: Chief Human Resources Officer Date: November 26, 2018

Exhibit 10.2

November 20, 2018

Ms. Barbara Bodem

4514 East 79 ^th Street

Indianapolis, IN 46250

Dear Barbara:

I am pleased to offer you the position of Senior Vice President, Chief Financial Officer, reporting directly to our Chief Executive Officer, John Groetelaars. In this position, you will be a member of the Executive Leadership Team (ELT). This offer is extended to you at a very exciting time in our company’s history, and I am confident that you can make a major contribution to Hill-Rom and help us deliver on our mission: Every day, around the world, we enhance outcomes for patients and their caregivers. With your help, together we can make a real difference in healthcare, and in doing so, create sustainable shareholder value.

The specifics of the offer are as follows:


1.	A start date of December 3, 2018.


2.	Annual Base Salary of $490,000

This amount will be subject to all federal, state and local withholding requirements and will be paid in accordance with our regular payroll procedures and bi-weekly schedule. Your pay will be direct-deposited according to the banking information you provide.


3.	Short-Term Incentive Compensation target of 60% of base salary

You will be eligible to participate in the Company’s annual short-term incentive compensation program with an annual incentive target of 60% of base salary. The payout under the annual incentive program is based on achievement of Hill-Rom’s financial objectives as well as your own individual performance objectives. For fiscal year 2019, your actual payout will be pro-rated from your start date.


4.	Long-Term Incentive (LTI) Program target of 225% of base salary

You will be eligible to participate in the Company’s LTI Program with an annual LTI target of 225% of base salary. Awards are granted annually and approved in November by the Company’s Board of Directors. The annual LTI award will consist of a combination of Performance Share Units (PSUs), Restricted Stock Units (RSUs) and stock options. The actual annual award will be based on individual performance and subject to approval by the CEO and the Company’s Board of Directors. The number of shares you receive will be determined by the stock price on the date of grant. For fiscal year 2019, you will be eligible for a full LTI award. This award will be granted effective on your start date.


5.	Sign-on Equity Award of $735,000

This one-time equity award is comprised of shares of RSUs with an award date value of $735,000 and is intended to compensate you for the value of the outstanding unvested equity awards that you will forfeit upon termination of employment with your current employer. The number of shares of RSUs will be determined based on the stock price on your start date. One-third of this award will vest on the day after each of the first, second and third anniversary of your start date. Shortly after your start date, you will be provided with stock award agreements providing the terms and additional details of your sign-on equity award.


6.	Sign-on Cash Award of $300,000

This one-time cash award is intended to compensate you for the pro-rated value of the 2018 annual short-term incentive compensation payment that you will forfeit upon termination of employment with your current employer. This cash award will be paid on the first paycheck after you have completed 60 days of employment and will be subject to all regular state, federal and local withholding requirements. If you voluntarily terminate your employment with the Company within eighteen (18) months of your start date, you will be required to repay the full amount of this sign-on cash award.


7.	Annual Paid Time Off (PTO)

In order to provide more flexibility for employees to balance their lives, Hill-Rom offers a Paid Time-Off (PTO) program. PTO provides a bank of time that you will use for sick, vacation, or personal reasons. On an annual basis, you will be eligible for 26 days. In your first year of employment, the annual allotment is prorated to your start date. You may begin using this time after 60 days of employment, subject to management approval.


8.	Health, Welfare and Retirement Benefits

In addition to your compensation, you will be eligible to participate in Hill-Rom’s employee benefits program which includes comprehensive health and welfare benefits as well as a 401(k) savings plan. These benefits are described in the Benefits at a Glance reference guide (enclosed). You will receive further information shortly after your start date regarding enrolling and participating in these benefits.


9.	Supplemental Executive Retirement Plan

Your benefits package will include participation in the Supplemental Executive Retirement Plan (SERP). This plan supplements the Company’s retirement plan contributions provided under the 401(k) savings plan which are limited due to IRS limitations. You will receive additional information about the SERP shortly after your start date.


10.	Executive Physical

You will be eligible for an annual Company-paid Executive Physical.


11.	Tax Preparation, Estate and Financial Planning

Hill-Rom provides for 50% reimbursement of tax preparation and financial planning up to a maximum of $1,000 for each service annually.


12.	Relocation Benefits

You will be provided with relocation benefits to assist you with your relocation from New Jersey to Chicago. The Company's relocation partner will contact you concerning your eligible relocation benefits. The relocation benefits will remain valid for a period of twelve (12) months from your start date. If you voluntarily terminate your employment with the Company within eighteen (18) months of your start date, you will be required to reimburse the Company for all relocation expenses paid by the Company.


13.	As an ELT member, you will be required to execute a comprehensive Employment Agreement, Change in Control Agreement, Limited Recapture Agreement and Officer Indemnity Agreement, each of which will be provided to you prior to your start date, and will be effective as of your start date.

Your employment at Hill-Rom is at will. This offer and your start date are contingent upon successful completion of: (a) a drug screen and background check; (b) the Agreements noted above; and (c) applicable new hire paperwork.

Barbara, I am excited to have you join the Hill-Rom Executive Leadership Team. I, along with the other members of the ELT and the Board of Directors, look forward to working with you, and to the contributions you will make to Hill-Rom.

Sincerely,

/s/ Kenneth Meyers

Ken Meyers

Chief Human Resources Officer

/s/ Barbara Bodem November 26, 2018

Acceptance Date

Exhibit 10.3

EMPLOYMENT AGREEMENT

P R E A M B L E

This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in the Agreement are vitally important to you and to the Company. Thus, you should read the document carefully and ask any questions before signing the Agreement.

This EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into as of December 3, 2018 between Hill-Rom Holdings, Inc., an Indiana corporation (the “ Company ”), and Barbara Bodem (“ Executive ”).

W I T N E S S E T H:

WHEREAS, the Company and its affiliated entities are engaged in the healthcare industry throughout the United States and abroad including, but not limited to, the design, manufacture, sale, service and rental of hospital beds and stretchers, hospital furniture, medical‑related architectural products, specialty sleep surfaces (including therapeutic surfaces), air clearing devices, biomedical and asset management services, as well as other medical-related accessories, devices, products and services;

WHEREAS, the Company is willing to employ Executive in an executive or managerial position and Executive desires to be employed by the Company in such capacity based upon the terms and conditions set forth in this Agreement;

WHEREAS, in the course of the employment contemplated under this Agreement, Executive has acquired, and it will be necessary for Executive to acquire and maintain knowledge of certain trade secrets and other confidential and proprietary information regarding the Company as well as any of its parent, subsidiary and/or affiliated entities (hereinafter jointly referred to as the “ Companies ”); and

WHEREAS, the Company and Executive (collectively referred to as the “ Parties ”) acknowledge and agree that the execution of this Agreement is necessary to memorialize the terms and conditions of their employment relationship as well as safeguard against the unauthorized disclosure or use of the Company’s confidential information and to otherwise preserve the goodwill and ongoing business value of the Company.

NOW THEREFORE, in consideration of Executive’s employment, the Company’s willingness to disclose certain confidential and proprietary information to Executive and the mutual covenants contained herein as well as other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:


1.	Employment .

(a)

Beginning on the date hereof and ending as provided in Paragraph 9 herein, the Executive agrees to serve as Senior Vice President, Chief Financial Officer for the Company, reporting to the Chief Executive Officer of the Company (the “ CEO ”). Executive agrees to perform all duties and responsibilities traditionally assigned to, or falling within the normal responsibilities of, an individual employed as Senior Vice President, Chief Financial Officer of the Company. Executive also agrees to perform any and all additional duties or responsibilities consistent with such position as may be assigned by the Board of Directors of the Company (the “ Board ”) or the CEO in its or his or her sole discretion.

(b)

The Company agrees to employ the Executive pursuant to the terms of this Agreement, and the Executive agrees to be so employed, for a term of one (1) year (the “ Initial Term ”) commencing as of the date hereof. On the first anniversary of the date hereof and, after the Initial Term, on such first anniversary and each annual anniversary of such date thereafter, the term of this Agreement shall be automatically extended for successive one-year periods, provided, however, that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least one hundred and eighty (180) days prior to any such anniversary date. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 9 hereof. The period of time between the date hereof and the termination of the Executive’s employment hereunder shall be referred to herein as the “ Employment Term .”

Efforts and Duty of Loyalty . During the Employment Term, Executive covenants and agrees to exercise reasonable efforts to perform all assigned duties in a diligent and professional manner and in the best interest of the Company. Executive agrees to devote Executive’s full working time, attention, talents, skills and efforts to further the Company’s business interests. Executive agrees not to engage in any outside business activity, whether or not pursued for gain, profit or other pecuniary advantage, without the express written consent of the Company. Executive shall act at all times in accordance with the Company’s code of ethical business conduct, and all other applicable policies which may exist or be adopted by the Company from time to time. The Executive may serve on other boards of directors as long as such service shall not interfere with the proper performance of Executive’s duties and obligations hereunder consistent with the Company’s Corporate Governance Standards for Board of Directors and applicable laws, with the prior consent of the Company.

At-Will Employment . Subject to the terms and conditions of the severance opportunity set forth below, Executive specifically acknowledges and accepts such employment on an “at-will” basis and agrees that both Executive and the Company retain the right to terminate this relationship at any time, with or without cause, for any reason not prohibited by applicable law upon notice as required by this Agreement.


4.	Compensation . For all services rendered by Executive on behalf of, or at the request of, the Company, in Executive’s capacity as Senior Vice President, Chief Financial Officer of the Company, Executive shall be compensated as follows during the Employment Term.


(a)	Base Salary . For the services performed by Executive under this Agreement, the Company shall pay Executive a base salary of Four Hundred Ninety Thousand Dollars ($490,000) per year (“ Base Salary ”). The Base Salary shall be paid in the same increments as the Company’s

normal payroll, but no less frequently than monthly, and prorated for any partial year of service during the Employment Term. Executive’s Base Salary shall be reviewed at least annually.

(b)

Bonus . The Executive shall participate in any short-term incentive compensation program as may be in effect from time to time, as determined solely at the discretion of the Board, or any other bonus program as the Company may establish from time to time in its sole discretion. For each fiscal year, the annual performance bonus target will be not less than 60% of Base Salary earned during such fiscal year (the “ Target Bonus ”). The Target Bonus will be based upon the performance measures and objectives established by the Board from time to time, but ultimately subject to the Compensation and Management Development Committee’s (“ Committee ”) discretion. The minimum annual performance bonus will be 0% of the Target Bonus and the maximum annual performance bonus will be 200% of the Target Bonus. Any bonus earned shall be paid no later than March 15th of the calendar year following the calendar year in which the applicable fiscal year ended, subject to the Executive remaining continuously employed with the Company through the date that such bonus is paid, except as otherwise expressly provided hereunder.


(c)	Equity Awards . The Executive shall be eligible to receive equity and other long-term incentive awards under the equity-based incentive compensation plans adopted by the Company during the Employment Term for which employees are generally eligible. The level of the Executive’s participation in any such plan, if any, shall be determined in the sole discretion of the Committee from time to time.

(d)

Other Benefits . During the Employment Term, Executive will be entitled to participate in and receive such additional benefits and perquisites, including retirement and health and welfare benefits (such as participation in the supplemental executive retirement plan (the “ SERP ”), supplemental long-term disability insurance coverage, a Company-paid Executive physical examination, reimbursement for a portion of tax preparation and estate and financial planning services and flexible paid time off in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, including, but not limited to, forty (40) hours of sick leave), in each case, as are available to other senior executives of the Company and as the Board may deem appropriate and as pre-approved by the Committee. The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.

Changes to Compensation . Notwithstanding anything contained herein to the contrary, Executive acknowledges that the Company specifically reserves the right to make changes to Executive’s compensation in its sole discretion including, but not limited to, modifying or eliminating a compensation component. The Parties agree that such changes shall be deemed effective immediately and an approved modification of this Agreement unless, within thirty (30) days after receiving notice of such change, Executive exercises Executive’s right to terminate this Agreement Without Cause or for Good Reason, as provided and defined below in Paragraph 9, as may be applicable.


6.	Direct Deposit . Within thirty (30) days of the date hereof, Executive agrees to make all necessary arrangements to have all sums paid pursuant to this Agreement direct deposited into one or more bank accounts as designated by Executive.

Predecessor Employers . Except as otherwise disclosed in writing to the Committee of the Board prior to the date hereof Executive warrants that Executive is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting Executive’s ability to secure employment with any third party. Alternatively, should any such agreement exist, Executive warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement.

Restricted Duties . Executive agrees not to disclose, or use for the benefit of the Company, any confidential or proprietary information belonging to any predecessor employer(s) that otherwise has not been made public and further acknowledges that the Company has specifically instructed Executive not to disclose or use such confidential or proprietary information. Based on Executive’s understanding of the anticipated duties and responsibilities hereunder, Executive acknowledges that such duties and responsibilities will not compel the disclosure or use of any such confidential and proprietary information.


9.	Termination . The Executive’s employment with the Company and the Employment Term shall end early upon the first to occur of any of the following events:


(a)	Death . In the event Executive dies during the Employment Term, this Agreement shall automatically terminate upon the date of death of the Executive.

(b)

Disability . In the event Executive suffers a Disability (as defined herein) during the term of employment, this Agreement shall automatically be terminated on the date of such Disability. For purposes of this Agreement, Executive shall be considered to have suffered a “ Disability ”: (i) upon a good faith determination by Company that, as a result of any mental or physical impairment, Executive is and will likely remain unable to perform the essential functions of Executive’s duties or responsibilities hereunder on a full-time basis for one hundred eighty (180) days, with or without reasonable accommodation, or (ii) Executive becomes eligible for or receives any benefits pursuant to the Company’s long-term disability policy. Notwithstanding anything expressed or implied above to the contrary, the Company agrees to fully comply with its obligations under the Family and Medical Leave Act of 1993 and the Americans with Disabilities Act as well as any other applicable federal, state, or local law, regulation, or ordinance governing the provision of leave to individuals with serious health conditions or the protection of individuals with disabilities as well as the Company’s obligation to provide reasonable accommodation thereunder.


(c)	Cause . Executive’s employment may be terminated by the Company at any time for Cause without notice or prior warning. For purposes of this Agreement, “ Cause ” shall mean the Company’s good faith determination that Executive has:


(i)	Acted with gross neglect or willful misconduct in the discharge of Executive’s duties and responsibilities, or refused to follow or comply with the lawful direction of the Board or the terms and conditions of this Agreement; provided, however, that such refusal is not based primarily on Executive’s good faith compliance with applicable legal or ethical standards.


(ii)	Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that

has the potential, in the Board’s reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule.


(iii)	Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s code of ethics.


(iv)	Violated any provisions of the restrictive covenants listed in Paragraph 13.


(v)	Engaged in any act that, in the reasonable opinion of the Board, would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Executive acts in good faith for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for Cause.


(vi)	Breached the warranties of Executive set forth in Paragraph 7 herein.


(vii)	Engaged in such other conduct recognized at law as constituting cause.

Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Executive’s employment, effective immediately, by providing notice thereof to Executive. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Executive to cure any violations of sub-paragraphs (ii), (iv) or (vi) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for Cause unless (A) a determination that cause exists is made and approved by a majority of the Board, (B) if the circumstance giving rise to the issue is one of the provisions enumerated above that are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address the Board at such meeting.

(d)

Without Cause . The Parties agree that either party may terminate this employment relationship at any time, “ Without Cause ”, upon sixty (60) days’ advance written notice or, if terminated by the Company, pay in lieu of notice (hereinafter referred to as “ Notice Pay ”). However, in no event shall Executive be entitled to Notice Pay if Executive is eligible for and accepts severance payments pursuant to the provisions of Paragraph 10(d) below. Notice pay shall be paid as if the Executive remained on payroll, subject to Paragraph 10(d) hereof.


(e)	Good Reason . Executive may terminate Executive’s employment and declare this Agreement to have been terminated for “ Good Reason ” upon the occurrence, without Executive’s consent, of any of the following circumstances:


(i)	the assignment to Executives of duties that are materially inconsistent with Executive’s position as Senior Vice President, Chief Financial Officer;


(ii)	the failure to elect or reelect Executive as Senior Vice President, Chief Financial Officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Executive for Cause);


(iii)	a reduction by the Company in the amount of Executive’s Base Salary or the discontinuation or reduction by the Company of Executive’s participation at previously

existing levels of eligibility in any incentive compensation, additional compensation or equity programs, benefits, policies or perquisites; provided, however, that the Company may make such changes and/or reductions without implicating the provisions of this subparagraph (iii) so long as Executive is treated in a manner that is commensurate with the treatment of other senior executives of the Company;


(iv)	a failure by the Company to perform its obligations under this Employment Agreement; and


(v)	the relocation of the Company’s principal executive offices or Executive’s place of work to a location requiring a change of more than fifty (50) miles in Executive’s daily commute.

Notwithstanding the foregoing, no termination of employment by Executive shall constitute a termination for Good Reason unless (A) Executive gives the Company written notice of the existence of an event described in each of subparagraphs (i) through (v) above within ninety (90) days following the occurrence of such event, (B) the Company does not remedy such event described in each of subparagraphs (i) through (v) above, as applicable, within thirty (30) days of receiving the notice described in the preceding clause (A), and (C) Executive terminates employment within sixty (60) days of the end of the cure period specified in clause (B), above.


(f)	Voluntary Termination . Executive may voluntarily, and without Good Reason, terminate Executive’s employment for any reason.


(g)	Expiration of Employment Term; Non-Extension of Agreement . This Agreement may be terminated upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Executive.


10.	Consequences of Termination .


(a)	Death . In the event that Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due hereunder to be paid in accordance with the Company’s past practice and applicable law):


(i)	immediate vesting in the SERP, which shall be paid in accordance with the award agreements, benefits plans, past practice and applicable law (the “ SERP Benefit ”);


(ii)	any Base Salary, earned but unpaid through the date of termination; and

(iii)

all other deferred compensation, payments, accrued benefits of employment or fringe benefits to which the Executive may be entitled pursuant to the express terms of (A) any applicable compensation arrangement, (B) any applicable benefit, equity or fringe benefit plan, program or grant or (C) this Agreement (collectively, Paragraphs 10(a)(ii) and ý 10(a)(iii) hereof shall be hereafter referred to as the “ Accrued Benefits ”).


(b)	Disability . In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide to the Executive the Accrued Benefits and the SERP Benefit.


(c)	Termination for Cause; Voluntary Termination; Non-Extension of Employment Term . If the Executive’s employment is terminated (i) by the Company for Cause, (ii) by the Executive voluntarily and without Good Reason, or (iii) as a result of the non-extension of the Employment Term by either party as provided in Paragraph 9, the Company shall pay or provide to the Executive the Accrued Benefits.


(d)	Termination Without Cause or for Good Reason . In the event Executive’s employment is terminated by the Company Without Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, (subject to the provisions of Paragraph 26):


(i)	the Accrued Benefits;


(ii)	the SERP Benefit;

(iii)

one (1) times the sum of (A) Executive’s Base Salary for a period of twelve (12) months plus (B) the Executive’s Target Bonus for the year in which the Executive’s employment is terminated. Except as required by Code Section 409A (as defined below), this total amount shall be paid in accordance with the Company’s standard payroll practices (e.g. bi-weekly) over the twelve (12) month period following Executive’s termination, except no payment shall be made until after the Release (as defined below) becomes effective and the first payment thereafter shall include any missed payment. Notwithstanding the foregoing, if any execution and revocation period overlap two calendar years, the first payment will be paid in the second (2nd) calendar year and shall include any missed payment;

(iv)

If Executive elects continuation coverage under the Company’s medical plan pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“ COBRA ”), the Company shall reimburse Executive, on a monthly basis, for a portion of Executive’s COBRA payments (provided such reimbursement does not result in any taxes or penalties for the Company) in an amount equal to the difference between (A) the amount the Company paid as a monthly premium for Executive’s participation in such plan immediately prior to Executive’s termination Without Cause or termination for Good Reason and (B) the amount Executive was required to pay as a monthly premium for participation in such plan immediately prior to such termination, until the earlier of (x) the end of the twelve (12) month period beginning on the effective date of termination of the Executive’s employment hereunder, or (y) such time as the Executive is eligible to be covered by comparable benefits of a subsequent employer. The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any health or welfare plans of another employer; and


(v)	a lump sum payment in cash equal to the portion of the Target Bonus which would have been payable to the Executive for the fiscal year in which the termination

occurred, based on the actual performance level during such fiscal year, but with such amount further prorated based on the number of days that elapsed between the start of such fiscal and the date of such termination of Executive’s employment. This pro-rated bonus (if any) will be paid at such time as the bonus would have been paid had Executive remained employed with the Company through the end of the applicable bonus period.

Payments and benefits provided pursuant to this Paragraph 10(d) shall be paid in lieu of, and not in addition to, any other contractual, notice or statutory pay or other accrued compensation obligation (excluding accrued wages and deferred compensation).

11.

Release . Any payments made pursuant to Paragraph 10(d) are contingent upon Executive materially complying with the restrictive covenants contained herein and executing a separation and release agreement in a form not substantially different from the form attached as Exhibit A (the “ Release ”). Further, the Company’s obligation to provide payments pursuant to Paragraph 10(d) shall be deemed null and void should Executive fail or refuse to execute and deliver to the Company the Company’s then standard Release (without modification) within any time period as may be prescribed by law or, in absence thereof, twenty-one (21) days after the Executive’s Effective Termination Date (as defined in the Release).


12.	Reaffirmation . Upon termination of Executive’s employment for any reason, Executive agrees, if requested to reaffirm in writing Executive’s post-employment obligation as set forth in this Agreement, that Executive will make such reaffirmation.


13.	Restrictive Covenants . The capitalized terms used, but not defined herein in Paragraphs 13(a) through 13(i), will have the meanings given to such terms in Paragraph 13(j).


(a)	Assignment of Rights .

(i)

Copyrights . Executive agrees that all works of authorship fixed in any tangible medium of expression by Executive during the term of this Agreement relating to the Company’s business (“ Works ”), either solely or jointly with others, shall be and remain exclusively the property of the Company. Each such Work created by Executive is a “work made for hire” under the copyright law and the Company may file applications to register copyright in such Works as author and copyright owner thereof. If, for any reason, a Work created by Executive is excluded from the definition of a “work made for hire” under the copyright law, then Executive does hereby assign, sell, and convey to the Company the entire rights, title, and interests in and to such Work, including the copyright therein, to the Company. Executive will execute any documents that the Company deems necessary in connection with the assignment of such Work and copyright therein. Executive will take whatever steps and do whatever acts the Company requests, including, but not limited to, placement of the Company’s proper copyright notice on Works created by Executive to secure or aid in securing copyright protection in such Works and will assist the Company or its nominees in filing applications to register claims of copyright in such Works. The Company shall have free and unlimited access at all times to all Works and all copies thereof and shall have the right to claim and take possession on demand of such Works and copies.

(ii)

Inventions . Executive agrees that all discoveries, concepts, and ideas, whether patentable or not, including, but not limited to, apparatus, processes, methods, compositions of matter, techniques, and formulae, as well as improvements thereof or know-how related thereto, relating to any present or prospective product, process, or service of the Company (“ Inventions ”) that Executive conceives or makes during the term of this Agreement relating to the Company’s business, shall become and remain the exclusive property of the Company, whether patentable or not, and Executive will, without royalty or any other consideration:


(A)	Inform the Company promptly and fully of such Inventions by written reports, setting forth in detail the procedures employed and the results achieved;


(B)	Assign to the Company all of Executive’s rights, title, and interests in and to such Inventions, any applications for United States and foreign letters patent, any United States and foreign letters patent, and any renewals thereof granted upon such Inventions;


(C)	Assist the Company or its nominees, at the expense of the Company, to obtain such United States and foreign letters patent for such Inventions as the Company may elect; and

(D)

Execute, acknowledge, and deliver to the Company at the Company’s expense such written documents and instruments, and do such other acts, such as giving testimony in support of Executive’s inventorship, as may be necessary in the opinion of the Company, to obtain and maintain United States and foreign letters patent upon such Inventions and to vest the entire rights and title thereto in the Company and to confirm the complete ownership by the Company of such Inventions, patent applications, and patents.

(b)

Return of Company Property . All records, files, drawings, documents, data in whatever form, business equipment (including computers, cell phones, etc.), and the like relating to, or provided by, the Company shall be and remain the sole property of the Company. Upon termination of employment, Executive shall immediately return to the Company all such items without retention of any copies and without additional request by the Company. De minimis items such as pay stubs, 401(k) plan summaries, employee bulletins, and the like are excluded from this requirement. Executive may retain Executive’s address books to the extent they only contain contact information.

(c)

Confidential Information . Executive acknowledges that the Companies possess certain trade secrets as well as other confidential and proprietary information which they have acquired or will acquire at great effort and expense. Such information may include, without limitation, confidential information, whether in tangible or intangible form, regarding the Companies’ products and services, marketing strategies, business plans, operations, costs, current or prospective customer information (including customer identities, contacts, requirements, creditworthiness, preferences, and like matters), product concepts, designs, prototypes or specifications, research and development efforts, technical data and know‑how, sales information, including pricing and other terms and conditions of sale, financial information, internal procedures, techniques, forecasts, methods, trade information, trade secrets, software programs, project requirements, inventions, trademarks, trade names, and similar information regarding the Companies’ business(es) (collectively referred to herein as “ Confidential Information ”). Executive further acknowledges that, as a result of Executive’s employment with the Company, Executive will have access to, will become acquainted with, and/or may help develop, such Confidential Information. Confidential Information shall not include information readily available in the public so long as such information was not made available through fault of Executive or wrong doing by any other individual.

(d)

Restricted Use of Confidential Information . Executive agrees that all Confidential Information is and shall remain the sole and exclusive property of the Company and/or its affiliated entities. Except as may be expressly authorized by the Company in writing, or other than in the course of the Executive’s employment and for the benefit of the Company, Executive agrees not to disclose, or cause any other person or entity to disclose, any Confidential Information to any third party while employed by the Company and for as long thereafter as such information remains confidential (or as limited by applicable law). Further, Executive agrees to use such Confidential Information only in the course of Executive’s duties in furtherance of the Company’s business and agrees not to make use of any such Confidential Information for Executive’s own purposes or for the benefit of any other entity or person. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process, or is requested by subpoena, court order or a governmental, regulatory or self-regulatory body with the apparent authority to disclose any Confidential Information (provided that in such case the Executive shall (A) provide the Company with prior notice of the contemplated disclosure, (B) cooperate with the Company at its expense in seeking a protective order or other appropriate protection of such information, and (C) disclose only that Confidential Information which Executive is legally required to disclose).


(e)	Non-Solicitation . During Executive’s employment and for a period of twelve (12) months thereafter, Executive agrees not to directly or indirectly engage in the following prohibited conduct:


(i)	Solicit, offer products or services to, or accept orders for, any Competitive Products or otherwise transact any competitive business on behalf of any Competitor;


(ii)	Attempt on behalf of any Competitor to entice or otherwise cause any third party to withdraw, curtail or cease doing business with the Company (or any Affiliate thereof), specifically including customers, vendors, independent contractors and other third-party entities;


(iii)	Except in the course of the Executive’s employment and for the benefit of the Company, disclose to any person or entity the identities, contacts or preferences of any customers of the Company (or any Affiliate thereof), or the identity of any other persons or entities having business dealings with the Company (or any Affiliate thereof);


(iv)	Induce any individual who has been employed by or had provided services to the Company (or any Affiliate thereof) within the six (6) month period immediately preceding the effective date of Executive’s separation to terminate such relationship with the Company (or any Affiliate thereof);


(v)	Assist, coordinate or otherwise offer employment to, accept employment inquiries from, or employ any individual who is or had been employed by the Company (or any Affiliate thereof) at any time within the six (6) month period immediately preceding such offer, or inquiry;


(vi)	Communicate or indicate in any way to any customer of the Company (or any Affiliate thereof), prior to formal separation from the Company, any interest, desire, plan, or decision to separate from the Company; other than by way of long term retirement plans; or


(vii)	Otherwise attempt on behalf of any Competitor to directly or indirectly interfere with the Company’s business, the business of any of the Companies or their relationship with their employees, consultants, independent contractors or customers.


(f)	Limited Non-Compete . For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non‑Compete Period not to directly or indirectly engage in the following competitive activities:

(i)

Executive shall not have any ownership interest in, work for, advise, consult, or have any business connection or business or employment relationship in any competitive capacity with any Competitor unless Executive provides written notice to the Company of such relationship prior to entering into such relationship and, further, provides sufficient written assurances to the Company’s satisfaction that such relationship will not jeopardize the Company’s legitimate interests or otherwise violate the terms of this Agreement;


(ii)	Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products on behalf of a Competitor;


(iii)	Executive shall not market, sell, or otherwise offer or provide any Competitive Products within any Geographic Territory on behalf of a Competitor; or


(iv)	Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company on behalf of a Competitor.

(g)

Non-Disparagement . Executive agrees not to make any written or oral statement that may defame, disparage or cast in a negative light so as to do harm to the personal or professional reputation of (i) the Company, (ii) its Executives, officers, directors or trustees or (iii) the services and/or products provided by the Company and its subsidiaries or affiliate entities. Similarly, in response to any written inquiry from any prospective employer or in connection with a written inquiry in connection with any future business relationship involving Executive, the Company agrees not to provide any information, and the senior officers shall not make any written or oral statement, that may defame, disparage or cast in a negative light so as to do harm to the personal or professional reputation of Executive. The Parties acknowledge, however, that nothing contained herein shall be construed to prevent or prohibit the Company or the Executive from providing truthful information in response to any court order, discovery request, subpoena or other lawful request, rebutting statements by others or making normal competitive-type statements.


(h)	Further Covenants .

(i)

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(ii)

Nothing in this Agreement prevents Executive from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity Executive is not prohibited from providing information voluntarily to the

United States Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

(i)

Acknowledged Need for Limited Restrictive Covenants . Executive acknowledges that the Companies have spent and will continue to expend substantial amounts of time, money and effort to develop their business strategies, Confidential Information, customer identities and relationships, goodwill and Executive relationships, and that Executive will benefit from these efforts. Further, Executive acknowledges the inevitable use of, or near-certain influence by Executive’s knowledge of, the Confidential Information disclosed to Executive during the course of employment if Executive is allowed to compete against the Company in an unrestricted manner and that such use would be unfair and extremely detrimental to the Company. Accordingly, based on these legitimate business reasons, Executive acknowledges each of the Companies’ need to protect their legitimate business interests by reasonably restricting Executive’s ability to compete with the Company on a limited basis or solicit its employees or customers, in each case, as provided herein.


(j)	Non-Compete Definitions . For purposes of this Agreement, the Parties agree that the following terms shall apply:


(i)	“ Affiliate ” includes any parent, subsidiary, joint venture, sister company, or other entity controlled, owned, managed or otherwise associated with the Company;


(ii)	“ Assigned Customer Base ” shall include all accounts or customers formally assigned to Executive within a given territory or geographical area or contacted by Executive at any time during the eighteen (18) month period preceding Executive’s date of separation;


(iii)	“ Competitive Products ” shall include any product or service that directly or indirectly competes with, is substantially similar to, or serves as a reasonable substitute for, any product or service in research, development or design, or manufactured, produced, sold or distributed by the Company;


(iv)	“ Competitor ” shall mean the list of companies on Exhibit B, which can be changed at any time prior to 90 days before termination of employment by or of Executive by written notice to Executive, so long as the list does not exceed fifteen (15) companies and each of which is a material competitor of the Company.


(v)	“ Directly or indirectly ” shall be construed such that the foregoing restrictions shall apply equally to Executive whether performed individually or as a partner, shareholder, officer, director, manager, Executive, salesperson, independent contractor, broker, agent, or consultant for any other individual, partnership, firm, corporation, company, or other entity engaged in such conduct.


(vi)	“ Geographic Territory ” shall include any territory in which the Company has provided any services or sold any products at any time during the twenty-four (24) month period preceding Executive’s date of separation;


(vii)	“ Relevant Non-Compete Period ” shall include the period of Executive’s employment with the Company as well as a period of twelve (12) months after such employment is terminated, regardless of the reason for such termination provided.

(k)

Consent to Reasonableness . In light of the above-referenced concerns, including Executive’s knowledge of and access to the Companies’ Confidential Information, Executive acknowledges that the terms of such restrictive covenants are reasonable and necessary to protect the Company’s legitimate business interests and will not unreasonably interfere with Executive’s ability to obtain alternate employment. As such, Executive hereby agrees that such restrictions are valid and enforceable, and affirmatively waives any argument or defense to the contrary. Executive acknowledges that this limited noncompetition provision is not an attempt to prevent Executive from obtaining other employment in violation of IC § 22-5-3-1 or any other similar statute. Executive further acknowledges that the Company may need to take action, including litigation, to enforce this limited non-competition provision, which efforts the Parties stipulate shall not be deemed an attempt to prevent Executive from obtaining other employment.

(l)

Survival of Restrictive Covenants . Executive acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Executive’s employment for any reason. Executive further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Executive acknowledges that such obligations are independent and separate covenants undertaken by Executive for the benefit of the Company.

(m)

Post-Termination Notification . For the duration of Executive’s Relevant Non-Compete Period or other restrictive covenant period, whichever is longer, Executive agrees to promptly notify the Company no later than five (5) business days of Executive’s acceptance of any employment or consulting engagement. Such notice shall include sufficient information to ensure Executive compliance with Executive’s non-compete obligations and must include at a minimum the following information: (i) the name of the employer or entity for which Executive is providing any consulting services; (ii) a description of Executive’s intended duties; and (iii) the anticipated start date. Such information is required to ensure Executive’s compliance with Executive’s non-compete obligations as well as all other applicable restrictive covenants. Such notice shall be provided in writing to the Office of SVP, Corporate Secretary and Chief Legal Officer at 130 East Randolph Street, Suite 1000, Chicago, Illinois 60601. Failure to timely provide such notice shall be deemed a material breach of this Agreement and entitle the Company to return of any Severance paid to Executive plus attorneys’ fees. Executive further consents to the Company’s notification to any new employer of Executive’s rights and obligations under this Agreement.

(n)

Scope of Restrictions . If the scope of any restriction contained in any preceding paragraphs of this Agreement is deemed too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.


(o)	Specific Enforcement/Injunctive Relief . Executive agrees that it would be difficult to measure any damages to the Company from a breach of the above-referenced restrictive covenants,

but acknowledges that the potential for such damages would be great, incalculable and irremediable, and that monetary damages alone would be an inadequate remedy. Accordingly, Executive agrees that the Company shall be entitled to immediate injunctive relief against such breach, or threatened breach, in any court having jurisdiction. In addition, if Executive violates any such restrictive covenant, Executive agrees that the period of such violation shall be added to the term of the restriction. In determining the period of any violation, the Parties stipulate that in any calendar month in which Executive engages in any activity in violation of such provisions, Executive shall be deemed to have violated such provision for the entire month, and that month shall be added to the duration of the non-competition provision. Executive acknowledges that the remedies described above shall not be the exclusive remedies, and the Company may seek any other remedy available to it either in law or in equity, including, by way of example only, statutory remedies for misappropriation of trade secrets, and including the recovery of compensatory or punitive damages. Executive further agrees that the Company shall be entitled to an award of all costs and attorneys’ fees incurred by it in any attempt to enforce the terms of this Agreement if the Company prevails.

(p)

Publicly Traded Stock . The Parties agree that nothing contained in this Agreement shall be construed to prohibit Executive from investing Executive’s personal assets in any stock or corporate security traded or quoted on a national securities exchange or national market system provided, however, such investments do not require any services on the part of Executive in the operation or the affairs of the business or otherwise violate the Company’s code of ethics.

14.

Notice of Claim and Contractual Limitations Period . Executive acknowledges the Company’s need for prompt notice, investigation, and resolution of any claims that may be filed against it due to the number of relationships it has with employees and others (and due to the turnover among such individuals with knowledge relevant to any underlying claim). Accordingly, Executive agrees prior to initiating any litigation of any type (including, but not limited to, employment discrimination litigation, wage litigation, defamation, or any other claim) to notify the Company, within one hundred and eighty (180) days after the claim accrued, by sending a certified letter addressed to the Company’s General Counsel setting forth: (a) claimant’s name, address, and phone; (b) the name of any attorney representing Executive; (c) the nature of the claim; (d) the date the claim arose; and (e) the relief requested. This provision is in addition to any other notice and exhaustion requirements that might apply. For any dispute or claim of any type against the Company (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim), Executive must commence legal action within the shorter of one (1) year of accrual of the cause of action or such shorter period that may be specified by law.


15.	Non-Jury Trials . Notwithstanding any right to a jury trial for any claims, Executive waives any such right to a jury trial, and agrees that any claim of any type (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim) lodged in any court will be tried, if at all, without a jury.

16.

Choice of Forum . Executive acknowledges that the Company is primarily based in Indiana, and Executive understands and acknowledges the Company’s desire and need to defend any litigation against it in Illinois. Accordingly, the Parties agree that any claim of any type brought by Executive against the Company or any of its employees or agents must be maintained only in a court sitting in Cook County, Illinois, or, if a federal court, the Northern District of Illinois. Executive further understands and acknowledges that in the event the Company initiates litigation against Executive, the Company may need to prosecute such litigation in such state where the Executive is subject to

personal jurisdiction. Accordingly, for purposes of enforcement of this Agreement, Executive specifically consents to personal jurisdiction in the State of Illinois.

17.

Choice of Law . This Agreement shall be deemed to have been made within the County of Cook, State of Illinois and shall be interpreted and construed in accordance with the laws of the State of Illinois. Any and all matters of dispute of any nature whatsoever arising out of, or in any way connected with the interpretation of this Agreement, any disputes arising out of the Agreement or the employment relationship between the Parties hereto, shall be governed by, construed by and enforced in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


18.	Titles . Titles are used for the purpose of convenience in this Agreement and shall be ignored in any construction of it.

19.

Severability . The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, in the event any portion of this Agreement is adjudged to be invalid or unenforceable, the remaining portions thereof shall remain in effect and be enforced to the fullest extent permitted by law. Further, should any particular clause, covenant, or provision of this Agreement be held unreasonable or contrary to public policy for any reason, the Parties acknowledge and agree that such covenant, provision or clause shall automatically be deemed modified such that the contested covenant, provision or clause will have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

20.

Assignment-Notices . The rights and obligations of the Company under this Agreement shall inure to its benefit, as well as the benefit of its parent, subsidiary, successor and affiliated entities, and shall be binding upon the successors and assigns of the Company. This Agreement, being personal to Executive, cannot be assigned by Executive, but Executive’s personal representative shall be bound by all its terms and conditions. Any notice required hereunder shall be sufficient if in writing and mailed to the last known residence of Executive or to the Company at its principal office with a copy mailed to the Office of the General Counsel.

21.

Amendments and Modifications . Except as specifically provided herein, no modification, amendment, extension or waiver of this Agreement or any provision hereof shall be binding upon the Company or Executive unless in writing and signed by both Parties. The waiver by the Company or Executive of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach. Nothing in this Agreement shall be construed as a limitation upon the Company’s right to modify or amend any of its manuals or policies in its sole discretion and any such modification or amendment which pertains to matters addressed herein shall be deemed to be incorporated herein and made a part of this Agreement.

22.

Outside Representations . Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s employees, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.


23.	Other Remedies . The Executive agrees to execute and be bound by the terms and conditions of the Company’s Limited Recapture Agreement, and any applicable laws, rules and regulations.


24.	Voluntary and Knowing Execution . Executive acknowledges that Executive has been offered a reasonable amount of time within which to consider and review this Agreement; that Executive has carefully read and fully understands all of the provisions of this Agreement; and that Executive has entered into this Agreement knowingly and voluntarily, with the assistance of counsel.


25.	Liability Insurance . The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and non-independent directors.


26.	Tax Matters .


(a)	Withholding . The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.


(b)	Code Section 409A Notification . Executive acknowledges that Executive has been advised of the American Jobs Creation Act of 2004, which includes Internal Revenue Code Section 409A, and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”), and which also significantly changed the taxation of nonqualified deferred compensation plans and arrangements.

(i)

The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in accordance therewith. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A.

(ii)

A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” and with regard to which an exemption from such section does not apply, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured

from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Paragraph 26(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iii)

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year, and (C) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.

(iv)

For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. In no event shall the timing of Executive’s execution of a Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

(v)

Executive acknowledges that, notwithstanding anything contained herein to the contrary, both Parties shall be independently responsible for assessing their own risks and liabilities under Code Section 409A that may be associated with any payment made under the terms of this Agreement or any other arrangement which may be deemed to trigger Code Section 409A. Further, the Parties agree that each shall independently bear responsibility for any and all taxes, penalties or other tax obligations as may be imposed upon them in their individual capacity as a matter of law.

27.

Entire Agreement . This Agreement constitutes the entire employment agreement between the Parties hereto concerning the subject matter hereof and shall supersede all prior and contemporaneous agreements between the Parties in connection with the subject matter of this Agreement. Nothing in this Agreement, however, shall affect any separately‑executed written agreement addressing any other issues. For the avoidance of doubt, if the Executive receives any severance compensation pursuant to a change in control agreement or any other severance plan or program, such agreement’s terms regarding severance compensation will control and will be in place of any severance payments as may be provided under Paragraph 10(d) of this Agreement.

28. Counterparts . This Agreement may be executed in separate counterparts, each of which shall be

deemed to be an original and both of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of the day and year first above written.



EXECUTIVE	HILL-ROM HOLDINGS, INC.
Signed: /s/ Barabara Bodem Name: Barbara Bodem Date: November 26, 2018	By: /s/ Kenneth Meyer Title: Chief Human Resources Officer Date: November 26, 2018

CAUTION: READ BEFORE SIGNING

Exhibit A

SAMPLE SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT (“ Agreement ”) is entered into by and between ______________ (“ Executive ”) and Hill-Rom Holdings, Inc. (together with its subsidiaries and affiliates, the “ Company ”).

WHEREAS, Executive’s employment agreement with the Company, dated _____________, 2018 (as amended from time to time), the “ Employment Agreement ”), provides for certain post-termination payments and benefits to Executive pursuant to Paragraph 10(d) (the “ Severance Benefits ”), subject to Executive executing and not revoking a release of claims against the Company.

NOW, THEREFORE, in consideration of the mutual promises and obligations set forth in the Employment Agreement and this Agreement, and in consideration for the Severance Benefits, and for other good and valuable consideration, the sufficiency of which is hereby recognized by the Company and Executive (collectively referred to as the “ Parties ”) agree as follows:

Executive’s active employment by the Company shall terminate effective ____________, 20__ (the “ Effective Termination Date ”). Except as specifically provided by this Agreement, or in any other non-employment agreement that may exist between the Company and Executive, Executive agrees that the Company shall have no other obligations or liabilities to Executive following Executive’s Effective Termination Date and that Executive’s receipt of the Severance Benefits shall constitute a complete settlement, satisfaction and waiver of any and all claims Executive may have against the Company.

Executive further submits, and the Company hereby accepts, Executive’s resignation as an Executive, officer and director, as of Executive’s Effective Termination Date for any position Executive may hold. The Parties agree that this resignation shall apply to all such positions Executive may hold with the Company or any parent thereof. Executive agrees to execute any documents needed to effectuate such resignation. Executive further agrees to take whatever steps are necessary to facilitate and ensure the smooth transition of Executive’s duties and responsibilities to others.


3.	The Company agrees to provide Executive Severance Benefits on the termination of Executive’s employment, as provided for in Paragraph 10(d) of Executive’s Employment Agreement.

The Company further agrees to provide Executive with limited out-placement counseling with a company of its choice provided that Executive participates in such counseling immediately following termination of employment. Notwithstanding anything in this Paragraph 4 to the contrary, the out-placement counseling shall not be provided after the last day of the second calendar year following the calendar year in which termination of employment occurs.

In exchange for the Severance Benefits, Executive on behalf of [himself/herself] , [his/her] heirs, representatives, agents and assigns, [and anyone acting or claiming on [his/her] or their joint or several behalf,] hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS, and FOREVER DISCHARGES (a) Hill-Rom Holdings, Inc., (b) its parent, subsidiary or affiliated entities, (c) in such capacity, all of their present or former directors, officers, employees, shareholders, trustees and agents, as well as, (d) all predecessors, successors and assigns thereof from any and all actions,

charges, claims, demands, damages or liabilities of any kind or character whatsoever, known or unknown, which Executive now has or may have had through the effective date of this Agreement.

Without limiting the generality of the foregoing release, it shall include: (a) all claims or potential claims arising under any federal, state or local employment law or statute, including, but not limited to, Title VII of the Civil Rights Act(s) of 1964 and 1991, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWBPA), the Family and Medical Leave Act (FMLA), the Worker Adjustment and Retraining Notification Act (WARN) or the Uniformed Services Employment and Reemployment Rights Act (USERRA), the Illinois Human Rights Act, as amended, applicable state civil rights law(s), or applicable state employment law(s); (b) any claims on account of, arising out of or in any way connected with Executive’s employment with the Company or leaving of that employment; (c) any claims alleged or which could have been alleged in any charge or complaint against the Company; (d) any claims relating to the conduct of any Executive, officer, director, agent or other representative of the Company; (e) any claims of discrimination, harassment or retaliation on any basis; (f) any claims arising from any legal restrictions on an employer’s right to separate its Executives; (g) any claims for personal injury, compensatory or punitive damages or other forms of relief; and (h) all other causes of action sounding in contract, tort or other common law basis, including (i) the breach of any alleged oral or written contract, (ii) negligent or intentional misrepresentations, (iii) wrongful discharge, (iv) just cause dismissal, (v) defamation, (vi) interference with contract or business relationship or (vii) negligent or intentional infliction of emotional distress.


7.	Executive further agrees and covenants not to sue the Company or any entity or individual subject to this Agreement with respect to any claims, demands, liabilities or obligations released by this Agreement provided, however, that nothing contained in this Agreement shall:


a.	prevent Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any other federal state or local agency, or the United States Securities and Exchange Commission (“ SEC ”) Whistleblower unit or participating in investigations by those entities; or


b.	prevent employee from challenging, under the Older Worker’s Benefit Protection Act (29 U.S.C. § 626), the knowing and voluntary nature of Executive’s release of any age claims in this Agreement in court or before the Equal Employment Opportunity Commission.

Notwithstanding Executive’s right to file an administrative charge with the EEOC, the SEC’s Whistleblower unit, or any other federal, state, or local agency, Executive agrees that with Executive’s release of claims in this Agreement, Executive has waived any right Executive may have to recover monetary or other personal relief in any proceeding based in whole or in part on claims released by Executive in this Agreement. For example, Executive waives any right to monetary damages or reinstatement if an administrative charge is brought against the Company whether by Executive, the EEOC, or any other person or entity, including but not limited to any federal, state, or local agency. Further, with Executive’s release of claims in this Agreement, Executive specifically assigns to the Company Executive’s right to any recovery arising from any such proceeding.

violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


10.	Insofar as this Agreement pertains to the release of Executive’s claims, if any, under the ADEA or other civil rights laws, the Parties acknowledge that it is their mutual and specific intent that the above waiver fully complies with the requirements of the OWBPA and any similar law governing release of claims. Accordingly, Executive hereby acknowledges that:


a.	Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive has entered into this Agreement knowingly and voluntarily;


b.	The Severance Benefits offered in exchange for Executive’s release of claims exceed in kind and scope that to which Executive would have otherwise been legally entitled absent the execution of this Agreement;


c.	Prior to signing this Agreement, Executive had been advised, and is being advised by this Agreement, to consult with an attorney of Executive’s choice concerning its terms and conditions; and


d.	Executive has been offered at least twenty-one (21) days within which to review and consider this Agreement.


11.	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically acknowledges that, as a condition of this Agreement, Executive expressly releases all rights and claims that Executive knows about as well as those Executive may not know about. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which reads as follows:


a.	“A general release does not extend to claims which the creditor does not know or suspect to exist in Executive’s favor at the time of executing the release which if known, must have materially affected Executive’s settlement with the debtor.”

Notwithstanding the provision by Section 1542, and for the purpose of implementing a full and complete release and discharge of the Company as set forth above, Executive expressly acknowledges that this Agreement is intended to include and does in its effect, without limitation, include all claims which Executive does not know or suspect to exist in Executive’s favor at the time of signing this Agreement and that this Agreement expressly contemplates the extinguishment of all such claims.


12.	The Parties agree that this Agreement shall not become effective and enforceable until the date this Agreement is signed by both Parties or seven (7) calendar days after its execution by Executive,

whichever is later. Executive may revoke this Agreement for any reason by providing written notice of such intent to the Company within seven (7) days after Executive has signed this Agreement, thereby forfeiting Executive’s right to receive any Severance Benefits provided hereunder and rendering this Agreement null and void in its entirety.


13.	Executive affirms that, as of the date of execution of this Agreement, Executive has filed no lawsuit, charge, claim or complaint with any governmental agency or in any court against the Company or the releasees described in Paragraph 5 herein.


14.	The provisions of Paragraphs 13 (Restrictive Covenants); 15 (Non-Jury Trials); 16 (Choice of Forum); 17 (Choice of Law); and 26 (Tax Matters) of the Employment Agreement are hereby expressly incorporated by reference.

15.

The Parties agree that nothing contained herein shall purport to waive or otherwise affect any of Executive’s rights or claims that may arise after Executive signs this Agreement. It is further understood by the Parties that nothing in this Agreement shall affect any rights Executive may have under any Company sponsored deferred compensation program, equity award agreement, and/or retirement plan provided by the Company as of the date of Executive’s termination, such items to be governed exclusively by the terms of the applicable agreements or plan documents.

16.

Similarly, notwithstanding any provision contained herein to the contrary, this Agreement shall not constitute a waiver or release or otherwise affect Executive’s rights with respect to any vested benefits, any rights Executive has to benefits which cannot be waived by law, any coverage provided under any Directors and Officers (“ D&O ”) policy, any rights Executive may have under any indemnification agreement Executive has with the Company prior to the date hereof, any rights Executive has as a shareholder, or any claim for breach of this Agreement, including, but not limited to the benefits promised by the terms of this Agreement.


17.	[Option A] Executive acknowledges that Executive’s termination and the Severance Benefits offered hereunder were based on an individual determination and were not offered in conjunction with any group termination or group severance program and waives any claim to the contrary.

[Option B] Executive represents and agrees that Executive has been provided relevant cohort information based on the information available to the Company as of the date this Agreement was tendered to Executive. This information is attached hereto as Schedule A. The Parties acknowledge that simply providing such information does not mean and should not be interpreted to mean that the Company was obligated to comply with 29 C.F.R. § 1625.22(f).

18.

Executive hereby affirms and acknowledges Executive’s continued obligations to comply with the post-termination covenants contained in Executive’s Employment Agreement, including but not limited to, the non-compete, trade secret and confidentiality provisions. Executive acknowledges that a copy of the Employment Agreement has been provided to Executive and, to the extent not inconsistent with the terms of this Agreement or applicable law, the terms thereof shall be incorporated herein by reference. Executive acknowledges that the restrictions contained therein are valid and reasonable in every respect and are necessary to protect the Company’s legitimate business interests. Executive hereby affirmatively waives any claim or defense to the contrary.


19.	Executive hereby consents and authorizes the Company to deduct as an offset from the Severance Benefits, so long as the deduction is not taken from nonqualified deferred compensation under the

definition of Code Section 409A, the value of any Company property not returned or returned in a damaged condition as well as any monies paid by the Company on Executive’s behalf (e.g., payment of any outstanding credit card).

20.

Executive agrees to cooperate with the Company in connection with any pending or future litigation, proceeding or other matter which has been or may be brought against or by the Company before any agency, court, or other tribunal and concerning or relating in any way to any matter falling within Executive’s knowledge or former area of responsibility. Executive agrees to immediately notify the Company, through the Office of the General Counsel, in the event Executive is contacted by any outside attorney (including paralegals or other affiliated parties) with regard to matters related to Executive’s employment with the Company unless (i) the Company is represented by the attorney, (ii) Executive is represented by the attorney for the purpose of protecting Executive’s personal interests or (iii) the Company has been advised of and has approved such contact. Executive agrees to provide reasonable assistance and completely truthful testimony in such matters including, without limitation, facilitating and assisting in the preparation of any underlying defense, responding to discovery requests, preparing for and attending deposition(s) as well as appearing in court to provide truthful testimony. The Company agrees to reimburse Executive for all reasonable out of pocket expenses incurred at the request of the Company associated with such assistance and testimony.

21.

EXECUTIVE SPECIFICALLY AGREES AND UNDERSTANDS THAT THE EXISTENCE AND TERMS OF THIS AGREEMENT ARE STRICTLY CONFIDENTIAL AND THAT SUCH CONFIDENTIALITY IS A MATERIAL TERM OF THIS AGREEMENT . Accordingly, except as required by law or unless authorized to do so by the Company in writing, Executive agrees that Executive shall not communicate, display or otherwise reveal any of the contents of this Agreement to anyone other than Executive’s spouse, legal counsel or financial advisor provided, however, that they are first advised of the confidential nature of this Agreement and Executive obtains their agreement to be bound by the same. The Company agrees that Executive may respond to legitimate inquiries regarding the termination of Executive’s employment by stating that the Parties have terminated their relationship on an amicable basis and that the Parties have entered into a confidential release agreement that prohibits Executive from further discussing the specifics of Executive’s separation. Nothing contained herein shall be construed to prevent Executive from discussing or otherwise advising subsequent employers of the existence of any obligations as set forth in Executive’s Employment Agreement. Further, nothing contained herein shall be construed to limit or otherwise restrict the Company’s ability to disclose the terms and conditions of this Agreement as may be required by business necessity.

22.

In the event that Executive breaches or threatens to breach any provision of this Agreement or the Employment Agreement, Executive agrees that the Company shall be entitled to seek any and all equitable and legal relief provided by law, specifically including immediate and permanent injunctive relief. Executive hereby waives any claim that the Company has an adequate remedy at law. In addition, and to the extent not prohibited by law, Executive agrees that the Company shall be entitled to discontinue providing any additional Severance Benefits upon such breach. Executive agrees that the foregoing relief shall not be construed to limit or otherwise restrict the Company’s ability to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages. Moreover, if Executive pursues any claims against the Company subject to the foregoing release provisions of this Agreement, Executive agrees to immediately reimburse the Company for the value of all benefits received under this Agreement to the fullest extent permitted by law.


23.	Similarly, in the event that the Company breaches or threatens to breach any provision of this Agreement, Executive shall be entitled to seek any and all equitable or other available relief provided by law, specifically including immediate and permanent injunctive relief. In the event Executive is wholly unsuccessful, the Company shall be entitled to an award of its costs and attorneys’ fees.


24.	Both Parties acknowledge that this Agreement is entered into solely for the purpose of terminating Executive’s employment relationship with the Company on an amicable basis and shall not be construed as an admission of liability or wrongdoing by the Company or Executive, both Parties having expressly denied any such liability or wrongdoing.


25.	Each of the promises and obligations shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the Parties.


26.	Executive hereby represents and warrants that Executive has not previously assigned or purported to assign or transfer to any person or entity any of the claims or causes of action herein released.


27.	The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, if any portion of this Agreement should be deemed not enforceable for any reason, such portion shall be stricken and the remaining portion or portions thereof should continue to be enforced to the fullest extent permitted by applicable law.


28.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


29.	Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s Executives, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.

30.

This Agreement represents the entire agreement between the Parties concerning the subject matter hereof, shall supersede any and all prior agreements which may otherwise exist between them concerning the subject matter hereof (specifically excluding, however, the post-termination obligations contained in an Executive’s Employment Agreement, any obligations contained in an existing and valid indemnity agreement of change in control or any obligation contained in any other legally-binding document), and shall not be altered, amended, modified or otherwise changed except by a writing executed by both Parties.


31.	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

PLEASE READ CAREFULLY. THIS RELEASE

AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, the Parties have themselves signed, or caused a duly authorized agent thereof to sign, this Agreement on their behalf and thereby acknowledge their intent to be bound by its terms and conditions.



[EXECUTIVE]	COMPANY NAME
Signed: ________________________ Printed: ________________________ Dated: ________________________	By: __________________________ Title: __________________________ Dated: __________________________

Exhibit B

LIST OF COMPETITORS

Getinge Group, Arjo Huntleigh (Getinge Spin-Off), Heine Optotechnik, Linet, Midmark, Mindray, Mizhuo/OSI, Omron Healthcare, Paramount Bed Company, Ltd., Riester, Schiller, Skytron, Steris Corporation, Stryker Corporation, Vocera, including, for the avoidance of doubt and in each case, parents, subsidiaries and affiliates.

Exhibit 10.4

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “ Agreement ”) is made and entered into as of December 3, 2018 by and between Hill-Rom Holdings, Inc., an Indiana corporation (the “ Company ”), and Barbara Bodem (the “ Executive ”).

WHEREAS, the Company considers it essential to the best interests of its shareholders to foster continuous employment by the Company and its subsidiaries of their key management personnel;

WHEREAS, the Compensation and Management Development Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of the Company has recommended, and the Board has approved, that the Company enter into change in control agreements with key executives of the Company and its subsidiaries who are from time to time designated by the management of the Company and approved by the Committee;

WHEREAS, the Board believes it is in the best interests of the Company and its shareholders that Executive continue in employment with the Company in the event of any proposed Change in Control and be in a position to provide assessment and advice to the Board regarding any proposed Change in Control without concern that Executive might be unduly distracted by the personal uncertainties and risks created by any proposed Change in Control; and

WHEREAS, certain capitalized terms used in this Agreement are defined in Section 6 below.

NOW, THEREFORE, the Company and Executive (collectively referred to as the “ Parties ”) agree as follows:

1. Termination following a Change in Control. After the occurrence of a Change in Control, the Company will provide or cause to be provided to Executive the rights and benefits described in Section 2 hereof in the event that Executive’s employment with the Company and its subsidiaries is terminated:

(a) by the Company for any reason other than on account of Executive’s death, permanent disability, retirement or for Cause at any time prior to the second anniversary of a Change in Control; or

(b) by Executive for Good Reason at any time prior to the second anniversary of a Change in Control.

Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive’s employment with the Company is terminated by the Company, without Cause, prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control which subsequently occurs within three (3) months of such termination, then for purposes of this Agreement a Change in Control shall be deemed to have occurred on the day immediately prior to such termination of employment and all references in Section 2 to payments within a specified period as allowed by law following such termination shall instead be references to the specified period following the Change in Control.

The rights and benefits described in Section 2 hereof shall be in lieu of any severance payments otherwise payable to Executive under any employment agreement or severance plan or program of the Company or any of its subsidiaries but shall not otherwise affect Executive’s rights to compensation or benefits under the Company’s compensation and benefit programs except to the extent expressly provided herein.

2. Rights and Benefits Upon Termination.

In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“ Termination ”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if Executive executes and delivers to the Company within twenty one (21) days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“ Release ”) and such Release has not been revoked:

(a) a lump sum payment in cash in the amount of two (2) times the sum of (i) Executive’s Annual Base Salary plus (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;

(b) for the twenty-four (24) months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty-four (24) month period until Executive attains Social Security retirement age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“ COBRA ”) rates applicable to such coverage) continued coverage for himself and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection (b) shall be made to the Executive as soon as administratively practicable after the Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;

(c) continuation for Executive, for a period of two (2) years following Termination, of the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no

later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90 ^th ) day following the Executive’s death;

(d) a lump sum payment in cash, payable within thirty (30) days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;

(e) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based on the Executive’s performance level during the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but in no event later than March 15 of the calendar year following the calendar year in which the performance period ended; and

(f) any equity awards between the Parties shall be governed exclusively by the terms of the applicable agreements or plan documents and shall pay in connection with the Termination as provided therein.

3. Payment Adjustment Due to Excise Tax .

In the event that any payment or benefits received or to be received by Executive pursuant to Section 2 of this Agreement would, but for this Section 3, be subject to the excise tax imposed by Internal Revenue Code Section 4999, or any comparable successor provisions, then such payment shall be either: (a) provided to Executive in full, or (b) provided to Executive as to such lesser extent which would result in no portion of such payment being subject to such excise tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, such excise tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of the payment, notwithstanding that all or some portion of such payment may be taxable under such excise tax. To the extent such payment needs to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the payments otherwise scheduled to occur soonest. Executive agrees to cooperate fully with the Company to determine the benefits applicable under this Section 3.

4. Section 409A Acknowledgement .

(a) Executive acknowledges that Executive has been advised of Section 409A, which has significantly changed the taxation of nonqualified deferred compensation plans and arrangements. Under proposed and final regulations as of the date of this Agreement, Executive has been advised that Executive’s severance pay and other Termination benefits may be treated by the Internal Revenue Service as “nonqualified deferred compensation,” subject to Section 409A. In that event, several provisions in Section 409A may affect Executive’s receipt of severance compensation, including the timing thereof.

(b) These include, but are not limited to, a provision which requires that distributions to “specified employees” (as defined in Section 409A) on account of separation from service may not be made earlier than six (6) months after the effective date of separation. If applicable, failure to comply with Section 409A can lead to immediate taxation of such deferrals, with interest calculated at a penalty rate and a 20% excise tax. As a result of the requirements imposed by the American Jobs Creation Act of 2004, Executive agrees that if Executive is a “specified employee” within the meaning of that term under Section 409A(a)

(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Section 409A payable on account of a “separation from service,” and with regard to which an exemption from such section does not apply, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 4(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c) Executive acknowledges that, notwithstanding anything contained herein to the contrary, both Parties shall each be independently responsible for accessing their own risks and liabilities under Section 409A that may be associated with any payment made under the terms of this Agreement which may be deemed to trigger Section 409A. To the extent applicable, Executive understands and agrees that Executive shall have the responsibility for, and Executive agrees to pay, any and all appropriate income tax or other tax obligations for which Executive is individually responsible and/or related to receipt of any benefits provided in this Agreement. Executive agrees to fully indemnify and hold the Company harmless for any taxes, penalties, interest, cost or attorneys’ fee assessed against or incurred by the Company on account of such benefits having been provided to Executive or based on any alleged failure to withhold taxes or satisfy any claimed obligation. Executive understands and acknowledges that neither the Company, nor any of its employees, attorneys, or other representatives has provided or will provide Executive with any legal or financial advice concerning taxes or any other matter, and that Executive has not relied on any such advice in deciding whether to enter into this Agreement.

(d) Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A or any regulations or Treasury guidance promulgated thereunder, such payments shall be made no earlier than at such times allowed under Section 409A. If any provision of this Agreement (or of any award of compensation) would cause Executive to incur any additional tax or interest under Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company or its successor may reform such provision; provided that it will (a) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A and (b) notify and consult with Executive regarding such amendments or modifications prior to the effective date of any such change.

(e) Each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred, the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year, and the right to reimbursement (and in-kind benefits provided to Executive) under this Agreement shall not be subject to liquidation or exchange for another benefit.

(f) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year, and (iii) such payments shall

be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.

5. Definitions. As used in this Agreement, the following terms shall have the following meanings:


(a)	“ Annual Base Salary ” means the annualized amount of Executive’s rate of base salary in effect immediately before the Change in Control or immediately before the date of Termination, whichever is greater.


(b)	“ Cause ” shall have the same meaning set forth in any current employment agreement that the Executive has with the Company or any of its subsidiaries.


(c)	A “ Change in Control ” shall be deemed to occur on:

(i)

the date that any person, corporation, partnership, syndicate, trust, estate or other group acting with a view to the acquisition, holding or disposition of securities of the Company, becomes, directly or indirectly, the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (“ Beneficial Owner ”), of securities of the Company representing 35% or more of the voting power of all securities of the Company having the right under ordinary circumstances to vote at an election of the Board (“ Voting Securities ”), other than by reason of (A) the acquisition of securities of the Company by the Company or any of its Subsidiaries or any employee benefit plan of the Company or any of its Subsidiaries, (B) the acquisition of Company securities directly from the Company, or (C) the acquisition of Company securities by one or more members of the Hillenbrand Family (which term shall mean descendants of John A. Hillenbrand and their spouses, trusts primarily for their benefit or entities controlled by them);


(ii)	the consummation of a merger or consolidation of the Company with another corporation unless:

(A) the shareholders of the Company, immediately prior to the merger or consolidation, beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to 50% or more of the voting power of all securities of the corporation surviving the merger or consolidation having the right under ordinary circumstances to vote at an election of directors in substantially the same proportions as their ownership, immediately prior to such merger or consolidation, of Voting Securities of the Company;

(B) no person, corporation, partnership, syndicate, trust, estate or other group beneficially owns, directly or indirectly, 35% or more of the voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation except to the extent that such ownership existed prior to such merger or consolidation; and

(C) the members of the Company’s Board, immediately prior to the merger or consolidation, constitute, immediately after the merger or consolidation, a

majority of the board of directors of the corporation issuing cash or securities in the merger;


(iii)	the date on which a majority of the members of the Board consist of persons other than current directors (which term shall mean any member of the Board on the date hereof and any member whose nomination or election has been approved by a majority of current directors then on the Board);


(iv)	the consummation of a sale or other disposition of all or substantially all of the assets of the Company; or


(v)	the date of approval by the shareholders of the Company of a plan of complete liquidation of the Company.

Notwithstanding the foregoing, for benefits payable upon or in relation to a Change in Control which are not otherwise exempt from Section 409A, any of the events listed above must be a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company as described in Section 409A and any regulations or other applicable guidance promulgated thereunder.


(d)	“ Code ” means the Internal Revenue Code of 1986, as amended.

(e)

“ Good Reason ” means the occurrence, without Executive’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “ Good Reason Condition ”), provided Executive provides written notice to the Company of the occurrence of the Good Reason Condition within ninety (90) business days after the Executive has knowledge of it; the Company fails to notify Executive of the Company’s intended method of correction within thirty (30) business days after the Company receives Executive’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Executive notice; and the Executive resigns within sixty (60) business days after the end of the 30-business-day period after Executive’s notice:


(i)	a material diminution in Executive’s duties;


(ii)	the failure to elect or reelect Executive as Senior Vice President, Chief Financial Officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Executive for cause);


(iii)	the failure of the Company to continue to provide Executive with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with Executive’s responsibilities to, and position within, the Company;


(iv)	a material reduction by the Company in the amount of Executive’s Annual Base Salary or the discontinuation or material reduction by the Company of Executive’s participation at the same level of eligibility as compared to other

peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Executive understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees;


(v)	the relocation of the Company’s principal executive offices or Executive’s place of work to a location requiring a change of more than fifty (50) miles in Executive’s daily commute; or


(vi)	any other action or inaction by the Company that constitutes a material breach of this Agreement.


(f)	“ Section 409A ” means Section 409A of the Internal Revenue Code.


(g)	“ Short-Term Incentive Compensation ” means the incentive compensation payable solely at the discretion of the Board, pursuant to the Company’s then existing incentive compensation program or any other program as the Company may establish from time to time in its sole discretion.


(h)	“ Target Bonus ” means the annual target bonus, which will be not less than 60% of the Base Salary earned during such fiscal year.

6. Notice .

(a) Any discharge or termination of Executive’s employment pursuant to Section 1 shall be communicated in a written notice to the other party hereto setting forth the effective date of such discharge or termination (which date shall not be more than thirty (30) days after the date such notice is delivered) and, in the case of a discharge for Cause or a termination for Good Reason the basis for such discharge or termination.

(b) For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the Office of SVP, Corporate Secretary and Chief Legal Officer at 130 East Randolph Street, Suite 1000, Chicago, Illinois 60601, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

7. No Duty to Mitigate. Executive is not required to seek other employment or otherwise mitigate the amount of any payments to be made by the Company pursuant to this Agreement.

8. Assignment .

(a) This Agreement is personal to Executive and shall not be assignable by Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. The Company shall require any successor to all or substantially all of the business and/or assets of the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock,

or otherwise, to expressly assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it if no such succession had taken place.

9. Arbitration. Any dispute or controversy arising under, related to or in connection with this Agreement shall be settled exclusively by arbitration before a single arbitrator in Chicago, Illinois, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator’s award shall be final and binding on all parties to this Agreement. Judgment may be entered on an arbitrator’s award in any court having competent jurisdiction.

10. Integration. This Agreement supersedes and replaces any prior oral or written agreements or understandings in respect of the matters addressed hereby; provided, however, that for the avoidance of doubt, any non-competition, non-solicitation, confidentiality or other restrictive covenants in any other current or future agreement shall remain in full force and effect.

11. Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

12. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

13. Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Illinois without reference to principles of conflict of laws.

15. Attorney’s Fees. If any legal proceeding (whether in arbitration, at trial or on appeal) is brought under or in connection with this Agreement, each party shall pay its own expenses, including attorneys’ fees.

16. Term of Agreement. The term of this Agreement shall be one (1) year commencing on the date hereof; provided, however, that this Agreement shall be automatically renewed for successive one (1) year terms commencing on each anniversary of the date of this Agreement unless the Company shall have given notice of non-renewal to Executive at least one thirty (30) days prior to the scheduled termination date; and further provided that notwithstanding the foregoing, this Agreement shall not terminate (i) within three years after a Change in Control or (ii) during any period of time when a transaction which would result in a Change in Control is pending or under consideration by the Board. The termination of this Agreement shall not adversely affect any rights to which Executive has become entitled prior to such termination.

17. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the day and year first above set forth.

HILL-ROM HOLDINGS, INC.

By: /s/ Kenneth Meyer Title: Chief Human Resources Officer

/s/ Barbara Bodem

Executive: Barbara Bodem

CAUTION: READ BEFORE SIGNING

Exhibit A

SAMPLE SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT (“ Agreement ”) is entered into by and between ____________ (“ Executive ”) and Hill-Rom Holdings, Inc. (together with its subsidiaries and affiliates, the “ Company ”). To wit, the Company and Executive (collectively referred to as the “ Parties ”) agree as follows:


1.	Executive and the Company have entered into a change in control agreement, which has been provided to Executive, effective as of ____________, 20__ (the “ Change in Control Agreement ”).

Executive’s employment by the Company has been terminated following a Change in Control (as defined in the Change in Control Agreement). Executive shall terminate employment effective __________, 20__ (Executive’s “ Effective Termination Date ”). Except as specifically provided by this Agreement, the Change in Control Agreement, or any other non-employment agreement that may exist between the Company and Executive, Executive agrees that the Company shall have no other obligations or liabilities to Executive following Executive’s Effective Termination Date and that Executive’s receipt of the benefits as outlined in the Change in Control Agreement shall constitute a complete settlement, satisfaction and waiver of any and all claims Executive may have against the Company.

Executive acknowledges that Executive has been advised of the American Jobs Creation Act of 2004, which added Section 409A to the Internal Revenue Code (“ Section 409A ”), and significantly changed the taxation of nonqualified deferred compensation plans and arrangements. Under proposed and final regulations as of the date of this Agreement, Executive has been advised that if Executive is a “key executive” covered by Section 409A or any similar law, Executive’s severance pay may be treated by the Internal Revenue Service as providing “nonqualified deferred compensation,” and therefore subject to Section 409A. In that event, several provisions in Section 409A may affect Executive’s receipt of severance compensation. These include, but are not limited to, a provision which requires that distributions to “specified employees” of public companies on account of separation from service may not be made earlier than six (6) months after the effective date of such separation. If applicable, failure to comply with Section 409A can lead to immediate taxation of deferrals, with interest calculated at a penalty rate and a 20% penalty. As a result of the requirements imposed by the American Jobs Creation Act of 2004, Executive agrees if Executive is a “specified employee” at the time of Executive’s termination of employment and if severance payments are covered as “non-qualified deferred compensation” or otherwise not exempt, the severance pay benefits shall not be paid until a date at least six (6) months after Executive’s Effective Termination Date from Company, as more fully explained in the Change in Control Agreement.


4.	In consideration of the promises contained in this Agreement and contingent upon Executive’s compliance with such promises, the Company agrees to provide Executive the benefits outlined in the Change in Control Agreement (the “ Severance Benefits ”).

The Company further agrees to provide Executive with limited out-placement counseling with a company of its choice provided that Executive participates in such counseling immediately following termination of employment. Notwithstanding anything in this Section 5 to the contrary, the out-placement counseling shall not be provided after the last day of the second calendar year following the calendar year in which termination of employment occurs.

In exchange for the foregoing Severance Benefits, the Executive, on behalf of [himself/herself] , Executive’s heirs, representatives, agents and assigns, any anyone acting or claiming on [his/her] or their joint and several behalf, hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS, and FOREVER DISCHARGES (a) Hill-Rom Holdings, Inc., (b) its subsidiary or affiliated entities, (c) all of their present or former directors, officers, employees, shareholders, trustees, and agents, as well as, (d) all predecessors, successors and assigns thereof from any and all actions, charges, claims, demands, damages or liabilities of any kind or character whatsoever, known or unknown, which Executive now has or may have had through the effective date of this Agreement.

Without limiting the generality of the foregoing release, it shall include: (a) all claims or potential claims arising under any federal, state or local employment law or statute, including, but not limited to, Title VII of the Civil Rights Act(s) of 1964 and 1991, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWBPA), the Family and Medical Leave Act (FMLA), the Worker Adjustment and Retraining Notification Act (WARN), the Fair Labor Standards Act 29 U.S.C. §§ 201 et seq. , the Sarbanes-Oxley Act of 2002, specifically including the Corporate and Criminal Fraud Accountability Act, 18 U.S.C. §1514,A et seq. , or the Uniformed Services Employment and Reemployment Rights Act (USERRA), the Illinois Human Rights Act, as amended, applicable state civil rights law(s), or applicable state employment law(s); (b) any claims on account of, arising out of or in any way connected with Executive’s employment with the Company or leaving of that employment; (c) any claims alleged or which could have been alleged in any charge or complaint against the Company; (d) any claims relating to the conduct of any Executive, officer, director, agent or other representative of the Company; (e) any claims of discrimination, harassment or retaliation on any basis; (f) any claims arising from any legal restrictions on an employer’s right to separate its Executives; (g) any claims for personal injury, compensatory or punitive damages or other forms of relief; and (h) all other causes of action sounding in contract, tort or other common law basis, including (i) the breach of any alleged oral or written contract, (ii) negligent or intentional misrepresentations, (iii) wrongful discharge, (iv) just cause dismissal, (v) defamation, (vi) interference with contract or business relationship or (vii) negligent or intentional infliction of emotional distress.


8.	Executive further agrees and covenants not to sue the Company or any entity or individual subject to this Agreement with respect to any claims, demands, liabilities or obligations released by this Agreement provided, however, that nothing contained in this Agreement shall:


(a)	prevent Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any other federal state or local agency, or the United States Securities and Exchange Commission (“ SEC ”) Whistleblower unit or participating in investigations by those entities; or


(b)	prevent employee from challenging, under OWBPA, the knowing and voluntary nature of Executive’s release of any age claims in this Agreement in court or before the Equal Employment Opportunity Commission. [INCLUDE THIS SUBSECTION 8(b) IF EMPLOYEE IS AGE 40 OR OLDER]

10.

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

11.

[INCLUDE THIS LANGUAGE IF THE EMPLOYEE IS AGE 40 OR OLDER ] Insofar as this Agreement pertains to the release of Executive’s claims, if any, under the ADEA or other civil rights laws, the Parties acknowledge that it is their mutual and specific intent that the above waiver fully complies with the requirements of the OWBPA and any similar law governing release of claims. Accordingly, Executive hereby acknowledges that:


(c)	Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive has entered into this Agreement knowingly and voluntarily;


(d)	The Severance Benefits offered in exchange for Executive’s release of claims exceed in kind and scope that to which Executive would have otherwise been legally entitled absent the execution of this Agreement;


(e)	Prior to signing this Agreement, Executive had been advised, and is being advised by this Agreement, to consult with an attorney of Executive’s choice concerning its terms and conditions; and


(f)	Executive has been offered at least twenty-one (21) days within which to review and consider this Agreement.

12.

[ADD THIS LANGUAGE IF THE EMPLOYEE IS AGE 40 OR OLDER] The Parties agree that this Agreement shall not become effective and enforceable until the date this Agreement is signed by both Parties or seven (7) calendar days after its execution by Executive, whichever is later. Executive may revoke this Agreement for any reason by providing written notice of such intent to the Company within seven (7) days after Executive has signed this Agreement, thereby forfeiting Executive’s right to receive any Severance Benefits provided hereunder and rendering this Agreement null and void in its entirety. This revocation must be sent to the Executive’s HR representative with a copy sent to the Hill-Rom Office of Chief Legal Officer and must be received by the end of the seventh day after the Executive signs this Agreement to be effective.


13.	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically acknowledges that, as a condition of this Agreement, Executive expressly releases all rights and claims that Executive knows about as well as those Executive may not know about. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in Executive’s favor at the time of executing the release which if known, must have materially affected Executive’s settlement with the debtor.”

14.

The Parties agree that nothing contained herein shall purport to waive or otherwise affect any of Executive’s rights or claims that may arise after Executive signs this Agreement. It is further understood by the Parties that nothing in this Agreement shall affect any rights Executive may have under any deferred compensation program, equity award agreement, and/or retirement plan provided by the Company as of the date of Executive’s termination, such items to be governed exclusively by the terms of the applicable agreements or plan documents.

15.


16.	Except as provided in the Change in Control Agreement, Executive acknowledges that Executive will not be eligible to receive or vest in any additional stock options, stock awards

or restricted stock units (“ RSUs ”) as of Executive’s Effective Termination Date. Failure to exercise any vested options within the applicable period as set for in the plan and/or grant will result in their forfeiture. Executive acknowledges that any stock options, stock awards or RSUs held for less than the required period shall be deemed forfeited as of the effective date of this Agreement. All terms and conditions of such stock options, stock awards or RSUs shall not be affected by this Agreement, shall remain in full force and effect, and shall govern the Parties’ rights with respect to such equity based awards.


17.	[Option A] Executive acknowledges that Executive’s termination and the Severance Benefits offered hereunder were based on an individual determination and were not offered in conjunction with any group termination or group severance program and waives any claim to the contrary.

18.

Executive hereby affirms and acknowledges Executive’s continued obligations to comply with the post-termination covenants contained in the employment agreement between the Parties, including but not limited to, the non-compete, trade secret and confidentiality provisions. Executive acknowledges that a copy of such employment agreement has otherwise been provided to Executive’s and, to the extent not inconsistent with the terms of this Agreement or applicable law, the terms thereof shall be incorporated herein by reference. Executive acknowledges that the restrictions contained therein are valid and reasonable in every respect and are necessary to protect the Company’s legitimate business interests. Executive hereby affirmatively waives any claim or defense to the contrary. Executive hereby acknowledges that the definition of Competitor, as provided in Executive’s Employment Agreement shall include but not be limited to those entities specifically identified in the updated Competitor List, attached hereto as Exhibit [B] .


19.	Executive hereby consents and authorizes the Company to deduct as an offset from the Severance Benefits the value of any Company property not returned or returned in a damaged condition as well as any monies paid by the Company on Executive’s behalf (e.g., payment of any outstanding credit card) to the extent permitted by Section 409A.


20.	Executives acknowledges and agrees that the provisions of Paragraph 13 (Restrictive Covenants) of that certain employment agreement by and between Executive and the Company, dated as of [___________, 20___], are specifically incorporated herein by reference and shall survive in accordance with their terms.

21.

advised of the confidential nature of this Agreement and Executive obtains their agreement to be bound by the same. The Company agrees that Executive may respond to legitimate inquiries regarding the termination of Executive’s employment by stating that the Parties have terminated their relationship on an amicable basis and that the Parties have entered into a confidential release agreement that prohibits Executive’s from further discussing the specifics of Executive’s separation. Nothing contained herein shall be construed to prevent Executive from discussing or otherwise advising subsequent employers of the existence of any obligations as set forth in Executive’s Employment Agreement. Further, nothing contained herein shall be construed to limit or otherwise restrict the Company’s ability to disclose the terms and conditions of this Agreement as may be required by business necessity.

22.

In the event that Executive breaches or threatens to breach any provision of this Agreement, Executive agrees that the Company shall be entitled to seek any and all equitable and legal relief provided by law, specifically including immediate and permanent injunctive relief. Executive hereby waives any claim that the Company has an adequate remedy at law. In addition, and to the extent not prohibited by law, Executive agrees that the Company shall be entitled to discontinue providing any additional Severance Benefits upon such breach or threatened breach as well as an award of all costs and attorneys’ fees incurred by the Company in any successful effort to enforce the terms of this Agreement. Executive agrees that the foregoing relief shall not be construed to limit or otherwise restrict the Company’s ability to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages. Moreover, if Executive pursues any claims against the Company subject to the foregoing General Release, or breaches the above confidentiality provision, Executive agrees to immediately reimburse the Company for the value of all benefits received under this Agreement to the fullest extent permitted by law.

23.

Similarly, in the event that the Company breaches or threatens to breach any provision of this Agreement, Executive shall be entitled to seek any and all equitable or other available relief provided by law, specifically including immediate and permanent injunctive relief. In the event Executive is required to file suit to enforce the terms of this Agreement, the Company agrees that Executive shall be entitled to an award of all costs and attorneys’ fees incurred by Executive’s in any wholly successful effort (i.e. entry of a judgment in Executive’s favor) to enforce the terms of this Agreement. In the event Executive is wholly unsuccessful, the Company shall be entitled to an award of its costs and attorneys’ fees.


24.	Both Parties acknowledge that this Agreement is entered into solely for the purpose of terminating Executive’s employment relationship with the Company on an amicable basis and shall not be construed as an admission of liability or wrongdoing by the Company or Executive, both Parties having expressly denied any such liability or wrongdoing.


25.	Each of the promises and obligations shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the Parties.


26.	Executive affirms that, as of the date of execution of this Agreement, Executive has filed no lawsuit, charge, claim or complaint with any governmental agency or in any court against the Company or the releasees described in Section 6.


27.	Executive hereby represents and warrants that Executive has not previously assigned or purported to assign or transfer to any person or entity any of the claims or causes of action herein released.


28.	The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, if any portion of this Agreement should be deemed not enforceable for any reason, such portion shall be stricken and the remaining portion or portions thereof should continue to be enforced to the fullest extent permitted by applicable law.


29.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


30.	Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s Executives, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.

31.

This Agreement represents the entire agreement between the Parties concerning the subject matter hereof, shall supersede any and all prior agreements which may otherwise exist between them concerning the subject matter hereof (specifically excluding, however, the post-termination obligations contained in Executive’s Employment Agreement), and shall not be altered, amended, modified or otherwise changed except by a writing executed by both Parties.


32.	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

PLEASE READ CAREFULLY. THIS SEPARATION AND RELEASE AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.



[EXECUTIVE]			Hill-Rom Holdings, Inc.
Signed:			By:
Printed:			Title:
Dated:			Dated:

Exhibit B

ILLUSTRATIVE COMPETITOR LIST

The following is an illustrative, non‑exhaustive list of Competitors with whom Executive may not, during Executive’s relevant non‑compete period, directly or indirectly engage in any of the competitive activities proscribed by the terms of Executive’s Employment Agreement.


•	Getinge Group


•	Arjo Huntleigh (Getinge Spin-Off)


•	Heine Optotechnik


•	Linet


•	Midmark


•	Mindray


•	Mizhuo/OSI


•	Omron Healthcare


•	Paramount Bed Company, Ltd.


•	Riester


•	Schiller


•	Skytron


•	Steris Corporation


•	Stryker Corporation


•	Vocera

While the above list is intended to identify the Company’s primary competitors, it should not be construed as all-encompassing so as to exclude other potential competitors falling within the Non-Compete definitions of “Competitor.” The Company reserves the right to amend this list at any time in its sole discretion to identify other or additional Competitors based on changes in the products and services offered, changes in its business or industry as well as changes in the duties and responsibilities of the individual employee. An updated list will be provided to Executive upon reasonable request. Executives are encouraged to consult with the Company prior to accepting any position with any potential competitor.

Exhibit 99.1

CONTACT INFORMATION

Investor Relations


Contact:	Mary Kay Ladone, Vice President, Investor Relations


Phone:	312-819-9387


Email:	marykay.ladone@hill-rom.com

Media


Contact:	Howard Karesh, Vice President, Corporate Communications


Phone:	312-819-7268


Email:	howard.karesh@hill-rom.com

HILL-ROM ANNOUNCES EXECUTIVE APPOINTMENTS

Barbara Bodem to Succeed Steven J. Strobel as CFO

Andreas Frank to Succeed Alton Shader as President of Hill-Rom’s Front Line Care Business

Mary Kay Ladone Appointed Senior Vice President, Corporate Development, Strategy and Investor Relations

CHICAGO, November 27, 2018 - Hill-Rom Holdings, Inc. (NYSE: HRC), today announced several senior leadership appointments, effective December 3, 2018.

Barbara W. Bodem, a seasoned finance executive with more than 20 years of experience in healthcare, has been appointed senior vice president and chief financial officer of Hill-Rom. Ms. Bodem joins Hill-Rom from Mallinckrodt, where she served as senior vice president, Finance. She succeeds Steven J. Strobel, 60, who has announced his decision to retire as CFO. Mr. Strobel will focus on fully transitioning the Finance function to Ms. Bodem, and continue working with President and CEO John P. Groetelaars as senior advisor after the CFO transition is complete.

“We are pleased to have an executive of Barbara’s caliber joining the Hill-Rom team,” said Mr. Groetelaars. “Barbara brings more than two decades of financial experience along with a deep knowledge of our field from her work with large global medical companies. I am confident that she is a great fit for our company, and will play a key role as we continue to build our diversified portfolio to drive sustainable earnings and deliver on our long-term objectives.”

Mr. Groetelaars continued, “On behalf of our entire management team, I want to thank Steve for his significant contributions to Hill-Rom. He has built a strong finance organization, contributed significantly to our financial performance, and positioned us to continue to achieve our financial objectives. I’m grateful that he has agreed to work with us for the next several months to ensure a smooth transition.”

“I am honored to join Hill-Rom, and look forward to working with John and the rest of the leadership team to build on the company’s momentum and deliver strong financial and operational results, while helping to improve outcomes for the patients and caregivers around the world who rely on Hill-Rom’s products,” said Ms. Bodem.

The company also announced that Andreas G. Frank, currently senior vice president, Corporate Development and Strategy, and chief transformation officer, has been appointed senior vice president and president of the company’s Front Line Care business, which includes Welch Allyn, Vision Care and Respiratory Care. Mr. Frank replaces Alton Shader, whose departure was previously announced.

In addition, Mary Kay Ladone, currently vice president, Investor Relations, has been appointed senior vice president, Corporate Development, Strategy and Investor Relations. Ms. Ladone will be responsible for mergers and acquisitions, business development and strategy in addition to her role leading the company’s Investor Relations function.

“Andreas and Mary Kay are seasoned professionals who know our business inside and out. We’re thrilled to tap into their talent and expertise for these roles,” continued Mr. Groetelaars. “I am confident they will help Hill-Rom capitalize on our strong momentum and growth prospects.”

Barbara Bodem

Ms. Bodem joins Hill-Rom from Mallinckrodt, where she served as senior vice president, Finance, for the past three years. Earlier in her career Ms. Bodem worked at Hospira as vice president, Global Commercial Finance, as well as at Eli Lilly and Company, where she held a variety of Finance roles in the U.S. and the U.K., including serving as CFO for Lilly Oncology. Ms. Bodem recently served as a member of the board of directors of Invacare Corporation. She earned her bachelor’s of science in finance and MBA from Indiana University.

Andreas Frank

Mr. Frank joined Hill-Rom in 2011 as senior vice president, Corporate Development and Strategy, and most recently served in the additional role of chief transformation officer. Prior to joining Hill-Rom, he served as director of Corporate Development and vice president, Business Development, at Danaher Corporation. He previously worked in the Corporate Finance and Strategy practice at McKinsey & Company. Mr. Frank earned master’s degrees in business administration and economics from the Otto Beisheim School of Management in Germany and The University of Texas at Austin, Red McCombs School of Business, respectively.

Mary Kay Ladone

Ms. Ladone has served as vice president, Investor Relations, since joining Hill-Rom in July 2016. Previously, she served as senior vice president, Investor Relations, of Baxalta Incorporated. Prior to that, she served in a variety of finance, business development and investor relations roles for Baxter International. Ms. Ladone has been recognized for her expertise with numerous honors and awards in the field of Investor Relations by both her peers and Wall Street, including national recognition by Institutional Investor Magazine. Ms. Ladone holds a degree in finance and economics from the University of Notre Dame, and is a member of the Edward Elmhurst Hospital System Board of Trustees.

About Hill-Rom Holdings, Inc.

Hill-Rom is a leading global medical technology company with more than 10,000 employees worldwide. We partner with health care providers in more than 100 countries, across all care settings, by focusing on patient care solutions that improve clinical and economic outcomes in five core areas: Advancing Mobility, Wound Care and Prevention, Patient Monitoring and Diagnostics, Surgical Safety and Efficiency and Respiratory Health. Our innovations ensure caregivers have the products they need to help diagnose, treat and protect their patients; speed up recoveries; and manage conditions. Every day, around the world, we enhance outcomes for patients and their caregivers. Learn more at hill-rom.com.

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