0001193125-09-013575 Sample Contracts

AMENDMENT AND ASSIGNMENT AGREEMENT
Amendment and Assignment Agreement • January 29th, 2009 • Covidien Ltd. • Surgical & medical instruments & apparatus

THIS AMENDMENT and ASSIGNMENT AGREEMENT dated as of November 21, 2008 among COVIDIEN LTD., a Bermuda corporation (formerly known as Tyco Healthcare Ltd.) (“Covidien”); TYCO HEALTHCARE GROUP LP, a Delaware limited partnership (“Healthcare”); and RICHARD J. MEELIA (“Executive”) (the “Amendment”) to the EMPLOYMENT AGREEMENT dated as of December 29, 2006 between Tyco Healthcare Ltd and Executive (the “Agreement”).

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NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT
Non-Competition, Non-Solicitation, and Confidentiality Agreement • January 29th, 2009 • Covidien Ltd. • Surgical & medical instruments & apparatus • Massachusetts

THIS NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT (hereinafter “Agreement”), dated and effective as of the date that you, , sign this Agreement, describes various conditions of your employment, including the obligations owed to Tyco Healthcare Group LP d/b/a Covidien and any of its parents, subsidiaries, successors, assigns or affiliated entities (hereinafter “Company”) by you regarding competition with Company, the hiring of Company’s employees, solicitation of Company’s customers, and the maintenance of confidential information important to Company’s business.

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