0001214659-10-002815 Sample Contracts

OFFICER INDEMNITY AGREEMENT
Officer Indemnity Agreement • November 1st, 2010 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana

THIS AGREEMENT is made as of November 1, 2010, by and between Hill-Rom Holdings, Inc., an Indiana corporation (the “Corporation”), and Mark Guinan (the “Officer”).

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Limited Recapture Agreement
Limited Recapture Agreement • November 1st, 2010 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus

This Limited Recapture Agreement (the "Agreement") by and between Hill-Rom Holdings, Inc. ("Company") and the undersigned Executive ("Executive") is entered into effective as of November 1, 2010 ("Effective Date"), as a condition of the grant of a cash award by the Company to the Executive under the Company's Short-Term Incentive Compensation Program or any similar future plan(s) or program(s) ("STIC Program") and/or the grant of any performance-based (but not time based) stock options, deferred stock shares or other awards under the Company’s Stock Incentive Plan (as such plan may be amended) or any similar future plan(s) (“Stock Plan”) . Any and all such cash or stock based awards under the STIC Program and/or Stock Plan are referred to herein as “Performance Based Compensation.”

EMPLOYMENT AGREEMENT
Employment Agreement • November 1st, 2010 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana

This EMPLOYMENT AGREEMENT, dated and effective this 1st day of November 2010 is entered into by and between Hill-Rom Holdings, Inc. ("Company") and Mark Guinan ("Employee").

Dear Greg,
Separation and Release Agreement • November 1st, 2010 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana

Thank you for your past service to Hill-Rom Holdings, Inc. (“Company”). We appreciate your desire to collaborate with the Company in your planning for separation as an employee of the Company effective December 31, 2010 and also appreciate your willingness to assist the Company in an orderly transition to its next Chief Financial Officer (“CFO”).

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