EXHIBIT 4.1 AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT This Amendment, dated as of July 23, 1997, to the Rights Agreement, dated originally as of September 1, 1992 and as amended and restated as of March 8, 1996 (this "Agreement") between...Rights Agreement • August 7th, 1997 • Nellcor Puritan Bennett Inc • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of August 25, 1995, is entered into by and among Nellcor Incorporated ("Company" or "Nellcor"), Puritan-Bennett Corporation ("PB") and John H. Morrow ("Executive") and supersedes and replaces...Employment Agreement • November 15th, 1995 • Nellcor Puritan Bennett Inc • Electromedical & electrotherapeutic apparatus • California
ii 4 RIGHTS AGREEMENTRights Agreement • March 14th, 1996 • Nellcor Puritan Bennett Inc • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER ----------------------------Agreement and Plan of Merger • July 29th, 1997 • Nellcor Puritan Bennett Inc • Electromedical & electrotherapeutic apparatus • Delaware
Exhibit 5 [NELLCOR PURITAN BENNETT LETTERHEAD] [Name of Executive] Nellcor Puritan Bennett Incorporated 4280 Hacienda Drive Pleasanton, CA 94588 Re: Severance Agreement ------------------- Dear ________ : This letter confirms our agreement regarding...Nellcor Puritan Bennett Inc • August 19th, 1997 • Electromedical & electrotherapeutic apparatus
EXHIBIT 3 July 29, 1997 Dear Stockholder: I am pleased to inform you that on July 23, 1997, Nellcor Puritan Bennett Incorporated ("NPB") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Mallinckrodt Inc. ("Mallinckrodt") and...Nellcor Puritan Bennett Inc • July 29th, 1997 • Electromedical & electrotherapeutic apparatus
EXHIBIT 4 August 4, 1997 Dear Stockholder: By now you should have received the Offer to Purchase dated July 29, 1997 relating to the offer (the "Offer") of NPB Acquisition Corp., a Delaware corporation ("Merger Sub") and wholly-owned subsidiary of...Nellcor Puritan Bennett Inc • August 5th, 1997 • Electromedical & electrotherapeutic apparatus
2 APPENDIX A AGREEMENT AND PLAN OF MERGER 3 TABLE OF CONTENTSIii 6 Agreement and Plan of Merger Agreement • October 7th, 1996 • Nellcor Puritan Bennett Inc • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 10.2 EMPLOYMENT AND SEPARATION AGREEMENT THIS EMPLOYMENT AND SEPARATION AGREEMENT, dated as of August 18, 1995, is entered into by and among Nellcor Incorporated ("Company" or "Nellcor"), Puritan-Bennett Corporation ("PB") and Burton A. Dole,...Employment and Separation Agreement • November 15th, 1995 • Nellcor Puritan Bennett Inc • Electromedical & electrotherapeutic apparatus • California
August 8, 1997 [Name of Executive] Nellcor Puritan Bennett Incorporated 4280 Hacienda Drive Pleasanton, CA 94588 Dear _____________: This Agreement provides for certain benefits upon termination of your employment by Nellcor Puritan Bennett...Nellcor Puritan Bennett Inc • August 19th, 1997 • Electromedical & electrotherapeutic apparatus
