0001193125-09-113937 Sample Contracts

COVIDIEN BRIAN E. FARLEY 280G EXCISE TAX AGREEMENT
Excise Tax Agreement • May 18th, 2009 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • California

Subject to the consummation of the transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger, dated May 7, 2009, among Covidien Group S.a.r.l. (the “Company”), Covidien Delaware Corp. and VNUS Medical Technologies, Inc. (“VNUS”), the Company and Brian E. Farley (“Executive”) agree as follows:

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