Personal & Confidential August 1, 2011 Peter G. Edwards 16656 Annas Way Chesterfield, MO 63005 Dear Peter: (May 8th, 2013)
As you know, Covidien plc (Covidien) is considering a spin-off of the Pharmaceuticals Segment of Covidien (Segment) resulting in the Segment becoming an independent, publicly-traded company or, alternatively, a sale of the Segment. Acknowledging your importance to any Spin or Sale process and the ongoing operation of the Segments business, Covidien has selected you to be eligible for a special supplemental compensation program, the terms of which are described in this letter agreement (Agreement). This Agreement is effective on the Effective Date and, unless Covidien extends this Agreement in writing, terminates on the Expiration Date if a Transaction has not been completed by the Expiration Date. Unless otherwise defined in the text of this Agreement, capitalized terms used in this Agreement are defined in Section 9 below.