0001214659-11-002410 Sample Contracts

Limited Recapture Agreement
Limited Recapture Agreement • July 28th, 2011 • 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 July 11, 2011 ("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.”

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EMPLOYMENT AGREEMENT
Employment Agreement • July 28th, 2011 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana

This EMPLOYMENT AGREEMENT, dated and effective this 11th day of July, 2011 is entered into by and between Hill-Rom Holdings, Inc. ("Company") and Alton Shader ("Employee").

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