{"id":40187,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/note-tme-management-corp-and-mark-a-belnick25.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"note-tme-management-corp-and-mark-a-belnick25","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/note-tme-management-corp-and-mark-a-belnick25.html","title":{"rendered":"Note – TME Management Corp. and Mark A. Belnick"},"content":{"rendered":"
                                      NOTE$ 50,000                                                            New York, NY                                                                    May 22, 2001     FOR VALUE RECEIVED, the undersigned, MARK A. BELNICK (\"Borrower\"), herebypromises to pay to the order of TME MANAGEMENT CORP., a Delaware corporation(\"Lender\"), in lawful money of the United States of America, at its offices at15 Hampshire Street, Mansfield, MA 02048 on May 22, 2016 the principal sum ofFifty Thousand Dollars ($50,000). This Note will bear no interest to the dateof maturity, but thereafter will bear interest at the rate of one (1) percentper annum over the prime rate as announced by The Chase Manhattan Bank in effecton the maturity date and from time to time thereafter, or at the legal rate,whichever is greater, as allowed by and determined in accordance with applicablelaw, until fully paid.     This Note is made pursuant to and shall be repaid in accordance with theprovisions of that certain Loan Agreement, dated September 4, 1998, by andbetween Lender and Borrower.     In the event that Borrower shall fail to make full and timely payment ofthe principal payment hereunder when due, then the entire unpaid principalamount of this Note shall automatically become immediately due and payablewithout demand or notice and Borrower shall pay such further amount as shall besufficient to cover all costs and expenses (including reasonable attorneys'fees) directly or indirectly incurred by Lender in connection with thecollection of this Note.     Borrower hereby waives notice of default, notice of acceleration, notice ofprepayment, presentment, protest or notice of dishonor.                                                  \/s\/ Mark A. Belnick                                                  -------------------                                                  MARK A. BELNICK<\/pre>\n
\/Compensation\/Employment Agreements<\/contract-type>Tyco International Ltd.<\/company-name><\/companies>2009-10-18<\/creation-date>\/compensation\/employment\/<\/contract-url>\/content\/hippo\/files\/default.www\/content\/contract\/contract\/T\/Tyco-International-Ltd-\/3699<\/path>\n
3174<\/contract-id>Retention Agreement – Tyco International Ltd. and Richard J. Meelia<\/contract-name><\/p>\n
\n                               RETENTION AGREEMENT\n\n         AGREEMENT by and between Tyco International Ltd. (the \"Parent\") and\nRichard J. Meelia (the \"Executive\"), effective as of the Effective Date (as\nhereinafter defined).\n\n                               W I T N E S S E T H\n\n         WHEREAS, Parent considers it essential to the best interests of its\nstockholders to foster the continuous employment of Executive by Tyco Healthcare\nGroup LP (the \"Company\") and to encourage and reinforce the dedication and\nefforts of Executive; and\n\n         WHEREAS, Parent has determined to offer Executive the benefits\ndescribed in this Agreement to provide an incentive to encourage Executive to\nremain in the employ of the Company so that the Company may receive his\ncontinued dedication and assure the continued availability of his advice and\ncounsel and to assure that he will not provide services for a competing business\nin accordance with the terms hereof; and\n\n         WHEREAS, Executive has agreed to serve the Company pursuant to the\nterms and conditions hereinafter set forth.\n\n         NOW, THEREFORE, for good and valuable consideration, the receipt of\nwhich is hereby acknowledged, Parent and Executive hereby agree as follows:\n\n1.       DEFINITIONS.\n\n         As used in this Agreement, the following terms shall have the\nrespective meanings set forth below:\n\n               (a) \"Affiliate\" means any entity that directly or indirectly is\ncontrolled by, controls or is under common control with the Company or Parent.\n\n               (b) \"Cause\" means Executive's conviction of a felony that is\nmaterially and demonstrably injurious to the Company or any of its Affiliates,\nmonetarily or otherwise. The Company must notify Executive of an event\nconstituting Cause within 90 days following the Board's knowledge of its\nexistence or such event shall not constitute Cause under this Agreement.\n\n               (c) \"Change in Control\" means the first to occur of any of the\nfollowing events:\n\n                   (1) Any \"person\" (as that term is used in Sections 13 and\n         14(d)(2) of the Securities Exchange Act of 1934 (\"Exchange Act\"))\n         becomes the beneficial owner (as that term is used in Section 13(d) of\n         the Exchange Act), directly or indirectly, of 30% or more of Parent's\n         capital stock entitled to vote in the election of directors;\n\n                   (2) Persons who, as of the Effective Date constitute the\n         Board (the \"Incumbent Directors\") cease for any reason, including,\n         without limitation, as a result of\n\n\n\n\n         a tender offer, proxy contest, merger or similar transaction, to\n         constitute at least a majority thereof, provided that any person\n         becoming a director of Parent subsequent to the Effective Date shall be\n         considered an Incumbent Director if such person's election or\n         nomination for election was approved by a vote of at least\n         three-quarters of the Incumbent Directors; but provided further, that\n         any such person whose initial assumption of office is in connection\n         with an actual or threatened election contest relating to the election\n         of members of the Board or other actual or threatened solicitation of\n         proxies or consents by or on behalf of a \"person\" (as that term is used\n         in Sections 13 and 14(d)(2) of the Exchange Act) other than the Board,\n         including by reason of agreement intended to avoid or settle any such\n         actual or threatened contest or solicitation, shall not be considered\n         an Incumbent Director;\n\n                   (3) The shareholders of Parent approve any consolidation or\n         merger of Parent, other than a merger of Parent in which the holders of\n         the common stock of Parent immediately prior to the merger hold more\n         than 50% of the common stock of the surviving corporation immediately\n         after the merger;\n\n                   (4) The shareholders of Parent approve any plan or proposal\n         for the liquidation or dissolution of Parent; or\n\n                   (5) Substantially all of the assets of Parent are sold or\n         otherwise transferred to parties that are not within a \"controlled\n         group of corporations\" (as defined in Section 1563 of the Internal\n         Revenue Code of 1986, as amended (the \"Code\")) in which Parent is a\n         member.\n\n               (d) \"Company\" means Tyco Healthcare Group LP and the successor\nto, or transferee of all or substantially all of the assets of, the Company.\n\n               (e) \"Date of Termination\" means (1) the effective date on which\nExecutive's employment by the Company terminates as specified in a Notice of\nTermination by the Company or Executive, as the case may be, or (2) if\nExecutive's employment by the Company terminates by reason of death, the date of\ndeath of Executive. Notwithstanding the previous sentence, (i) if Executive's\nemployment is terminated for Disability (as defined in Section 3(b)), then such\nDate of Termination shall be no earlier than 30 days following the date on which\na Notice of Termination is received, and (ii) if Executive's employment is\nterminated by the Company other than for Cause or by Executive other than for\nGood Reason, then such Date of Termination shall be no earlier than 30 days\nfollowing the date on which a Notice of Termination is received.\n\n               (f) \"Effective Date\" means the execution date of this Agreement.\n\n               (g) \"Good Reason\" means, without Executive's express written\nconsent, the occurrence of any of the following events:\n\n                   (1) a material and adverse change in Executive's titles,\n         offices, duties or responsibilities with the Company as in effect on\n         the Effective Date;\n\n\n\n                                       2\n\n\n                   (2) a reduction by the Company in Executive's rate of annual\n         base salary as in effect immediately prior to the Effective Date or as\n         the same may be increased from time to time thereafter;\n\n                   (3) the failure of the Company to provide Executive and his\n         dependents with employee and fringe benefits at least as generous as\n         those in effect on the Effective Date;\n\n                   (4) the failure of the Company to obtain the assumption\n         agreement from any successor as contemplated in Section 13; or\n\n                   (5) the relocation of Executive's principal place of\n         employment to a location more than 60 miles from Executive's principal\n         place of employment immediately prior to the Effective Date or the\n         Company's requiring Executive to be based anywhere other than such\n         principal place of employment (or permitted relocation thereof) except\n         for required travel on the Company's business to an extent\n         substantially consistent with Executive's present business travel\n         obligations.\n\n         Notwithstanding the foregoing, an isolated and inadvertent action taken\nin good faith and which is remedied by the Company within ten days after receipt\nof notice thereof given by Executive shall not constitute Good Reason.\n\n               (h) \"Notice of Termination\" means the written notice described in\nSection 14(b).\n\n               (i) \"Parent\" means Tyco International Ltd., a Bermuda\ncorporation, and the successor to, or transferee of all or substantially all of\nthe assets of, Parent.\n\n2.       RETENTION PERIOD.\n\n         POSITION. Executive agrees to continue to serve as President of the\nCompany from the Effective Date until February 28, 2005 or, if earlier, the Date\nof Termination (the \"Retention Period\").\n\n3.       TERMINATION OF EMPLOYMENT.\n\n         Executive's employment hereunder may be terminated on or prior to June\n1, 2005 under the following circumstances:\n\n               (a) DEATH. Executive's employment with the Company shall\nterminate upon his death.\n\n               (b) DISABILITY. If, as a result of Executive's incapacity due to\nphysical or mental illness, Executive shall have been absent from his duties for\nthe Company on a full-time basis for 180 calendar days in the aggregate in any\n12-month period, the Company may terminate Executive's employment with the\nCompany for Disability. Any question as to the existence of any physical or\nmental illness referred to above which the Company and Executive cannot agree\nshall be determined by a qualified independent physician selected by the Company\n\n\n\n                                       3\n\n\nand reasonably acceptable to Executive. The determination of such a physician\nmade in writing to the Company and to Executive shall be final and conclusive\nfor purposes of this Agreement.\n\n               (c) TERMINATION BY COMPANY FOR CAUSE. Subject to the provisions\nof Section 1(b) hereof and upon a Notice of Termination to Executive, the\nCompany may terminate Executive's employment with the Company for Cause.\n\n               (d) TERMINATION BY COMPANY WITHOUT CAUSE. Upon a Notice of\nTermination to Executive, the Company may terminate Executive's employment with\nthe Company without Cause.\n\n               (e) TERMINATION BY EXECUTIVE. Upon a Notice of Termination to the\nCompany, Executive may terminate his employment with the Company for any reason,\nincluding but not limited to Good Reason.\n\n4.       COMPENSATION UPON TERMINATION.\n\n               (a) TERMINATION GENERALLY. If Executive's employment with the\nCompany is terminated for any reason on or prior to June 1, 2005, the Company\nshall pay or provide to Executive (or to his authorized representatives or\nestate) any earned but unpaid base salary, incentive compensation earned but not\nyet paid, unpaid expense reimbursements, accrued but unused vacation and any\nvested benefits that Executive may have under any employee benefit plan of the\nCompany, including without limitation, executive compensation, insurance and\nretirement plans or arrangements (the \"Accrued Benefits\").\n\n               (b) TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR\nGOOD REASON. In the event of a termination by the Company without Cause or upon\nExecutive's Disability or by Executive for Good Reason prior to February 28,\n2005, subject to signing by Executive of a general release of employment claims\nin a form and manner satisfactory to the Company and the expiration of any\nlegally required waiting period, the Company shall pay to Executive (in addition\nto the Accrued Benefits) not later than ten (10) days following the Date of\nTermination, (i) an amount equal to three times the sum of (x) Executive's then\ncurrent annual base salary plus (y) the average of the cash bonus received by\nExecutive for four preceding fiscal years of the Company, plus (z) the greater\nof ten percent (10%) of Executive's then current base salary or $20,000, and\n(ii) an amount equal to the product of (A) the maximum annual bonus that\nExecutive would have been eligible to earn under the Company's annual bonus plan\nfor the bonus measurement period during which the Date of Termination occurs,\nand (B) a fraction, the numerator of which is the number of days from the first\nday of such period through the Date of Termination and the denominator of which\nis the total number of days in such measurement period, together with a\nsimilarly pro rated bonus with respect to any applicable long term incentive\nplan then in effect. During the three-year period beginning on the Date of\nTermination, the Company shall provide Executive with the following benefits:\nmedical and dental insurance (subject to Executive's payment of premiums\nrequired of active employees similarly situated), life insurance, contribution\ncredits under the Company's Supplemental Executive Retirement Plan (including\ncontribution credits equivalent to the matching contributions that would have\nbeen provided to Executive under the Company's Retirement Savings and Investment\nPlan had Executive remained employed by the Company during such period) and\naccess to the Company's\n\n\n                                       4\n\n\naircraft for up to 150 hours a year (hereinafter, the \"Continuing Benefits\").\nAll Continuing Benefits shall be provided to Executive at a level similar to\nthat provided on the Date of Termination. The Company shall also provide\nExecutive with executive outplacement services for one year.\n\n               (c) TREATMENT OF EQUITY UPON TERMINATION. Upon the occurrence of\nany termination of Executive's employment with the Company on or prior to\nFebruary 28, 2005 (other than a termination by the Company for Cause or a\ntermination by Executive without Good Reason), during the three-year period\nbeginning on the Date of Termination, Executive shall continue to vest in any\nshares of restricted stock previously granted to Executive by Parent that are\nstill subject to risk of forfeiture and any options to purchase common shares of\nParent that remain unvested and unexercisable.\n\n               (d) DEATH. If Executive's employment is terminated by reason of\nhis death on or prior to June 1, 2005, the Company shall pay Executive's estate\nthe Accrued Benefits. The Company shall also pay Executive's estate cash\nseverance and a pro rata bonus in a lump sum in the manner calculated pursuant\nto Section 4(b). Executive's spouse and dependent children may continue in the\nCompany's medical and dental plans for up to 36 months from the Date of\nTermination, subject to payment of premiums required of active employees\nsimilarly situated.\n\n               (e) TERMINATION BY COMPANY WITH CAUSE OR BY EXECUTIVE WITHOUT\nGOOD REASON. If Executive's employment is terminated by the Company with Cause\nunder Section 3(c) or by Executive without Good Reason under Section 3(e) on or\nprior to February 28, 2005, the Company shall have no further obligation to\nExecutive other than for the Accrued Benefits.\n\n               (f) CHANGE IN CONTROL. Upon the occurrence of a Change in Control\nor a sale of the Company (or all or substantially all of the assets of the\nCompany) by Parent on or prior to June 1, 2005, all shares of restricted stock\npreviously granted to Executive by Parent (or the Company) that are still\nsubject to risk of forfeiture shall become fully vested and nonforfeitable and\nall options to purchase common shares of Parent (or the Company) that remain\nunexercisable shall become fully exercisable and vested.\n\n               (g) TERMINATION SUBSEQUENT TO FEBRUARY 28, 2005. If Executive's\nemployment is terminated by Executive for any reason or by the Company without\nCause or upon Executive's Disability at any time subsequent to February 28, 2005\nand prior to June 1, 2005 (the \"Extension Period\"), subject to signing by\nExecutive of a general release of employment claims in a form and manner\nsatisfactory to the Company and the expiration of any legally required waiting\nperiod, and adhering to the terms set forth in Sections 7, 8, 9, 11, (i) the\nCompany shall pay to Executive (in addition to the Accrued Benefits) not later\nthan ten (10) days following the Date of Termination, all payments set forth in\nSection 4(b) and, during the three (3) year period beginning on the Date of\nTermination, shall provide to Executive all Continuing Benefits, and (ii) during\nthe three (3) year period beginning on the Date of Termination, Executive shall\ncontinue to vest in any shares of restricted stock previously granted to\nExecutive by Parent that are still subject to risk of forfeiture and any options\nto purchase common shares of Parent that remain unvested and unexercisable, and\nshall continue to have the right to sell any such vested shares and exercise any\nsuch vested options during such three year period. Notwithstanding the\nforegoing, the Company shall not be obligated to make any payments or\n\n\n                                       5\n\n\nprovide any Continuing Benefits pursuant to this Section 4(g) in the event that\nExecutive and Parent shall have executed a mutually acceptable employment or\nretention agreement in replacement hereof prior to the expiration of the\nExtension Period.\n\n5.       CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.\n\n               (a) GROSS-UP PAYMENT. If it shall be determined that any payment\nor distribution of any type to or in respect of Executive, by the Company or any\nother person, whether paid or payable or distributed or distributable pursuant\nto the terms of this Agreement or otherwise (the \"Total Payments\"), is or will\nbe subject to the excise tax imposed by Section 4999 of the Internal Revenue\nCode of 1986, as amended (the \"Code\") or any interest or penalties are incurred\nby Executive with respect to such excise tax (such excise tax, together with any\nsuch interest and penalties, are collectively referred to as the \"Excise Tax\"),\nthen Executive shall be entitled to receive an additional payment (a \"Gross-Up\nPayment\") in an amount such that after payment by Executive of all taxes\n(including any interest or penalties imposed with respect to such taxes) imposed\nupon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment\nequal to the Excise Tax imposed upon the Total Payments.\n\n               (b) DETERMINATION BY ACCOUNTANT.\n\n                   (1) All computations and determinations relevant to this\n         Section shall be made by a national accounting firm selected by the\n         Company from among the five (5) largest accounting firms in the United\n         States (the \"Accounting Firm\"), and reasonably acceptable to Executive,\n         which firm may be the Company's accountants. All fees and expenses of\n         the Accounting Firm shall be borne solely by the Company. Such\n         determinations shall include whether any of the Total Payments are\n         \"parachute payments\" (within the meaning of Section 280G of the Code).\n         In making the initial determination hereunder as to whether a Gross-Up\n         Payment is required, the Accounting Firm shall be required to determine\n         that no Gross-Up Payment is required if, but only if, the Accounting\n         Firm (A) concludes that (i) there has not occurred a change in the\n         ownership or effective control of the Company or a change in the\n         ownership of a substantial portion of the assets of the Company (as\n         such terms are defined in Section 280G of the Code) or (ii) no portion\n         of the Total Payments constitutes \"parachute payments\" (within the\n         meaning of said Section 280G), in either case on the basis of\n         \"substantial authority\" (within the meaning of Section 6230 of the\n         Code), and (B) provides an opinion to that effect to both the Company\n         and Executive, including the reasons therefor and an opinion that\n         Executive has substantial authority not to report any Excise Tax on his\n         federal income tax return. If the Accounting Firm determines that a\n         Gross-Up Payment is required, the Accounting Firm shall provide its\n         determination (the \"Determination\"), together with detailed supporting\n         calculations regarding the amount of any Gross-Up Payment and any other\n         relevant matter both to the Company and Executive by no later than ten\n         (10) days following the Date of Termination, or such earlier time as is\n         requested by the Company or Executive (if Executive reasonably believes\n         that any of the Total Payments may be subject to the Excise Tax).\n\n                   (2) If a Gross-Up Payment is determined to be payable, it\n         shall be paid to Executive within 20 days after the Determination is\n         delivered to the Company by the\n\n\n                                       6\n\n\n         Accounting Firm. Any determination by the Accounting Firm shall be\n         binding upon the Company and Executive, absent manifest error.\n         Notwithstanding the foregoing, a Gross-up Payment shall be made as soon\n         as practicable following a determination by the Internal Revenue\n         Service that any portion of the Total Payments is subject to the Excise\n         Tax.\n\n                   (3) As a result of uncertainty in the application of Section\n         4999 of the Code at the time of the initial determination by the\n         Accounting Firm hereunder, it is possible that Gross-Up Payments not\n         made by the Company should have been made (\"Underpayment\"), or that\n         Gross-Up Payments will have been made by the Company which should not\n         have been made (\"Overpayments\"). In either such event, the Accounting\n         Firm shall determine the amount of the Underpayment or Overpayment that\n         has occurred. In the case of an Underpayment, the amount of such\n         Underpayment (together with any interest and penalties payable by\n         Executive as a result of such Underpayment) shall be promptly paid by\n         the Company to or for the benefit of Executive.\n\n                   (4) In the case of any Overpayment, Executive shall, at the\n         direction and expense of the Company, take such steps as are reasonably\n         necessary (including the filing of returns and claims for refund),\n         follow reasonable instructions from, and procedures established by, the\n         Company, and otherwise reasonably cooperate with the Company to correct\n         such Overpayment, provided, however, that (i) Executive shall not in\n         any event be obligated to return to the Company an amount greater than\n         the net after-tax portion of the Overpayment that he has retained or\n         has recovered as a refund from the applicable taxing authorities and\n         (ii) this provision and all other provisions in this Agreement shall be\n         interpreted in a manner consistent with the intent of this Section,\n         which is to make Executive whole, on an after-tax basis, from the\n         application of the Excise Taxes, it being acknowledged and understood\n         that the correction of an Overpayment may result in Executive repaying\n         to the Company an amount which is less than the Overpayment.\n\n                   (5) Executive shall notify the Company in writing of any\n         claim by the Internal Revenue Service relating to the possible\n         application of the Excise Tax under Section 4999 of the Code to any of\n         the payments and amounts referred to herein and shall afford the\n         Company, at its expense, the opportunity to control the defense of such\n         claims.\n\n                   (6) Executive shall cooperate with any reasonable requests by\n         the Company in connection with any contests or disputes with the\n         Internal Revenue Service in connection with the Excise Tax and shall be\n         reimbursed by the Company, on an after-tax basis, for all costs,\n         expenses, interest and penalties incurred by Executive in connection\n         with any such contest or dispute.\n\n6.       WITHHOLDING TAXES.\n\n         The Company may withhold from all payments due to Executive (or his\nbeneficiary or estate) hereunder all taxes which, by applicable federal, state,\nlocal or other law, the Company is required to withhold therefrom.\n\n\n\n                                       7\n\n\n7.       CONFIDENTIAL INFORMATION.\n\n         Executive agrees that he shall not, directly or indirectly, use, make\navailable, sell, disclose or otherwise communicate to any person, other than in\nthe course of Executive's assigned duties and for the benefit of the Company,\neither during the period of Executive's employment or at any time thereafter,\nany nonpublic, proprietary or confidential information, knowledge or data\nrelating to the Company, or any of its Affiliates, which shall have been\nobtained by Executive during Executive's employment by the Company. The\nforegoing shall not apply to information that (a) was known to the public prior\nto its disclosure to Executive; (b) becomes known to the public subsequent to\ndisclosure to Executive through no wrongful act of Executive or any\nrepresentative of Executive; or (c) Executive is required to disclose by\napplicable law, regulation or legal process (provided that Executive provides\nthe Company with prior notice of the contemplated disclosure and reasonably\ncooperates with the Company at its expense in seeking a protective order or\nother appropriate protection of such information). Notwithstanding clauses (a)\nand (b) of the preceding sentence, Executive's obligation to maintain such\ndisclosed information in confidence shall not terminate where only portions of\nthe information are in the public domain.\n\n8.       NON-SOLICITATION AGREEMENT.\n\n         During Executive's employment with the Company and continuing for any\nperiod following the Date of Termination during which Executive is receiving\nContinuing Benefits pursuant to this Agreement, Executive agrees that he will\nnot, directly or indirectly, individually or on behalf of any other person,\nfirm, corporation or other entity, knowingly solicit, aid or induce (a) any\nmanagerial level employee of the Company or any of its Affiliates to leave such\nemployment in order to accept employment with or render services to or with any\nother person, firm, corporation or other entity unaffiliated with the Company or\nknowingly take any action to materially assist or aid any other person, firm,\ncorporation or other entity in identifying or hiring any such employee or (b)\nany customer of the Company to purchase goods or services then sold by the\nCompany or any of its Affiliates from another person, firm, corporation or other\nentity or assist or aid any other persons or entity in identifying or soliciting\nany such customer.\n\n9.       NONCOMPETITION AGREEMENT.\n\n         Executive acknowledges that he performs services of a unique nature for\nthe Company that are irreplaceable, and that his performance of such services to\na competing business will result in irreparable harm to the Company.\nAccordingly, during Executive's employment hereunder, and continuing for any\nperiod following the Date of Termination during which Executive is receiving\nContinuing Benefits pursuant to this Agreement, Executive agrees that Executive\nwill not be employed by any business of the same type as any business in which\nthe Company is engaged on the Date of Termination or in which they have\nproposed, on or prior to such date, to be engaged in on or after such date and\nin which Executive has been involved to any extent (other than DE MINIMIS) at\nany time during the 12-month period ending with the Date of Termination, in any\nlocale of any country in which the Company conducts business.\n\n\n\n                                       8\n\n\n10.      ACKNOWLEDGEMENTS RESPECTING RESTRICTIVE COVENANTS.\n\n               (a) NO ADEQUATE REMEDY AT LAW. Executive acknowledges that it is\nimpossible to measure in money the damages that will accrue to the Company in\nthe event that Executive breaches any of the restrictive covenants and that any\nsuch damages, in any event, would be inadequate and insufficient. Therefore, if\nExecutive breaches any restrictive covenant, the Company and any of its\nAffiliates shall be entitled to an injunction restraining Executive from\nviolating such restrictive covenant. If the Company or any of its Affiliates\nshall institute any action or proceeding to enforce a restrictive covenant,\nExecutive hereby waives, and agrees not to assert in any such action or\nproceeding, the claim or defense that the Company or any of its respective\nAffiliates have an adequate remedy at law.\n\n               (b) INJUNCTIVE RELIEF NOT EXCLUSIVE REMEDY. In the event of a\nbreach of any of the restrictive covenants, Executive agrees that, in addition\nto any injunctive relief as described in Section 10(a), the Company shall be\nentitled to any other appropriate legal or equitable remedy.\n\n               (c) THIS SECTION REASONABLE, FAIR AND EQUITABLE. Executive agrees\nthat this Section 10 is reasonable, fair and equitable in light of his duties\nand responsibilities under this Agreement and the benefits to be provided to him\nunder this Agreement and that it is necessary to protect the legitimate business\ninterests of the Company and that Executive has had independent legal advice in\nso concluding.\n\n               (d) CONSTRUCTION. If any of the restrictions contained in\nSections 7, 8 or 9 hereof are deemed by a court of competent jurisdiction to be\nunenforceable by reason of their extent, duration or geographical scope or\notherwise, Executive and Company contemplate that the court shall revise such\nextent, duration, geographical scope or other provision but only to the extent\nrequired in order to render such restrictions enforceable, and enforce any such\nrestriction in its revised form for all purposes in the manner contemplated\nhereby.\n\n               (e) CHANGE IN CONTROL. The parties hereto agree that the\nrestrictive covenants contained in Section 9 of this Agreement shall be null and\nvoid and shall not be enforceable against Executive following any termination of\nExecutive's employment on or after a Change in Control of the Company.\n\n11.      NONDISPARAGEMENT.\n\n         Each of Executive and the Company (for purposes hereof, the Company\nshall mean only the executive officers and directors thereof and not any other\nemployees) agrees not to make any public statements that disparage the other\nparty or, in the case of the Company, its respective affiliates, employees,\nofficers, directors, products or services. Notwithstanding the foregoing,\nstatements made in the course of sworn testimony in administrative, judicial or\narbitral proceedings (including, without limitation, depositions in connection\nwith such proceedings) shall not be subject to this Section 11.\n\n\n\n                                       9\n\n\n12.      INDEMNIFICATION.\n\n         To the fullest extent permitted by law, the Company shall indemnify\nExecutive (including the advancement of expenses) for any judgments, fines,\namounts paid in settlement and reasonable expenses, including reasonable\nattorneys' fees, incurred by Executive in connection with the defense of any\nlawsuit or other claim to which he is made a party by reason of being an\nofficer, director, employee or consultant of the Company or any of its\nAffiliates. The provisions of this Section 12 shall survive the termination of\nthis Agreement.\n\n13.      SUCCESSORS; BINDING AGREEMENT.\n\n               (a) The provisions of this Agreement shall be binding upon the\nsurviving or resulting corporation in any merger, consolidation,\nrecapitalization or similar corporate transaction or the person or entity to\nwhich all or substantially all of the Company's assets are transferred.\n\n               (b) In addition to any obligations imposed by law upon any\nsuccessor to the Company, the Company and Parent shall require any successor\n(whether direct or indirect, by purchase, merger, consolidation or otherwise) to\nall or substantially all of the business and\/or assets of the Company to\nexpressly assume and agree to perform this Agreement in the same manner and to\nthe same extent that the Company would be required to perform it if no such\nsuccession had taken place.\n\n               (c) This Agreement shall inure to the benefit of and be\nenforceable by Executive's personal or legal representatives, executors,\nadministrators, successors, heirs, distributees, devisees and legatees. If\nExecutive shall die while any amounts would be payable to Executive hereunder\nhad Executive continued to live, all such amounts, unless otherwise provided\nherein, shall be paid in accordance with the terms of this Agreement to such\nperson or persons appointed in writing by Executive to receive such amounts or,\nif no person is so appointed, to Executive's estate.\n\n14.      NOTICE.\n\n               (a) For purposes of this Agreement, all notices and other\ncommunications required or permitted hereunder shall be in writing and shall be\ndeemed to have been duly given when delivered or five days after deposit in the\nUnited States mail, certified and return receipt requested, postage prepaid,\naddressed as follows:\n\n               If to Executive:\n\nTo the most recent address set forth in the personnel records of the Company;\n\n\n\n                                       10\n\n\n               If to the Company:\n\n               Tyco Healthcare Group LP\n               15 Hampshire Street\n               Mansfield, MA  02048\n\n               Attention:  Corporate Secretary\n\nor to such other address as either party may have furnished to the other in\nwriting in accordance herewith, except that notices of change of address shall\nbe effective only upon receipt.\n\n               (b) A written notice of Executive's Date of Termination by the\nCompany or Executive, as the case may be, to the other, shall (i) indicate the\nspecific termination provision in this Agreement relied upon, (ii) to the extent\napplicable, set forth in reasonable detail the facts and circumstances claimed\nto provide a basis for termination of Executive's employment under the provision\nso indicated and (iii) specify the Date of Termination. The failure by Executive\nor the Company to set forth in such notice any fact or circumstance which\ncontributes to a showing of Good Reason or Cause shall not waive any right of\nExecutive or the Company hereunder or preclude Executive or the Company from\nasserting such fact or circumstance in enforcing Executive's or the Company's\nrights hereunder.\n\n15.      FULL SETTLEMENT.\n\n         The Company's obligation to make any payments provided for in this\nAgreement and otherwise to perform its obligations hereunder shall not be\naffected by any set-off, counterclaim, recoupment, defense or other claim, right\nor action which the Company may have against Executive or others. In no event\nshall Executive be obligated to seek other employment or take other action by\nway of mitigation of the amounts payable to Executive under any of the\nprovisions of this Agreement, and such amounts shall not be reduced whether or\nnot Executive obtains other employment.\n\n16.      GOVERNING LAW; VALIDITY.\n\n         The validity, interpretation, and enforcement of this Agreement shall\nbe governed by the laws of the State of New York. The invalidity or\nunenforceability of any provision of this Agreement shall not affect the\nvalidity or enforceability of any other provision of this Agreement, which other\nprovisions shall remain in full force and effect.\n\n17.      ARBITRATION; LEGAL FEES.\n\n         Any dispute or controversy under this Agreement shall be settled\nexclusively by arbitration in accordance with the rules of the American\nArbitration Association then in effect. Judgment may be entered on the\narbitration award in any court having jurisdiction. The Company shall bear all\ncosts and expenses arising in connection with any arbitration proceeding\npursuant to this Section 17 (including, without limitation, all reasonable legal\nfees incurred by Executive in connection with such arbitration).\n\n\n\n                                       11\n\n\n18.      AMENDMENT.\n\n         No provision of this Agreement may be amended, waived or discharged\nexcept by the mutual written agreement of the parties.\n\n19.      ENTIRE AGREEMENT.\n\n         This Agreement supersedes and replaces any prior agreement, whether\noral or written, relating to the subject matter of this Agreement. To the extent\nthat the terms of this Agreement are inconsistent with the terms of any employee\nbenefit plan, company policy, stock option agreement or restricted stock\nagreement, the terms of this Agreement shall supercede and control over any such\ninconsistent term.\n\n20.      COUNTERPARTS.\n\n         This Agreement may be executed in counterparts, each of which shall be\ndeemed to be an original and all of which together shall constitute one and the\nsame instrument.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement\nthis 14th day of February, 2002.\n\n         THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE\nENFORCED BY THE PARTIES.\n\nEXECUTIVE                            TYCO INTERNATIONAL LTD.\n\n\n\n                                     By:\n-------------------------------            -------------------------------------\nRichard J. Meelia                          Chairman and Chief Executive Officer\n\n\n\n\n\n\n                                       12\n\n<\/pre>\n
<\/contract-content><\/article>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9133],"corporate_contracts_industries":[9452],"corporate_contracts_types":[9539,9544],"class_list":["post-40187","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tyco-international-ltd","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40187","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40187"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40187"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40187"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40187"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}