Employment Agreement

Amendment to Employment Agreement

Transition Agreement

 

 

 

CEO OFFER LETTER to Catherine M. Burzik

 

October 16, 2006



Ms. Catherine M. Burzik
7 Odell Place
Atherton, California  94027


Dear Cathy,


On behalf of Kinetic Concepts, Inc. (“KCI” or the “Company”), it is a pleasure to confirm the employment offer we recently discussed.  The specific terms and conditions of your new position will be as follows:

 

               Position Title:                                               President & Chief Executive Officer, reporting to the
                                                                                     Board of Directors (“Board”), and
                                                                                     a Member of the Board
               Employment Status:                                      Regular Full-Time, Exempt
               Annual Base Salary:                                     $800,000 ($33,333.33, minus all applicable tax
                                                                                     withholding, paid on the 15th and last day of the month)
               Location:                                                       8023 Vantage Drive
                                                                                     San Antonio, TX  78230
               Start Date:                                                     November 6, 2006
               Group Health Plan Effective Date:               31 days following employment start date

                                                                                     (Pending receipt of enrollment forms)


               
Annual Performance Review. You will be entitled to a performance review by the Board annually (commencing with annual reviews of executive officers following the 2007 fiscal year) and base salary increases in the Board’s discretion. 


               Incentive Bonus.  In addition to your base salary, you will be eligible for an incentive bonus with a target bonus value equal to 100% of your annual base salary as part of the Annual Incentive Bonus (AIB) program.  AIB awards will be determined on both individual and corporate performance and will require that you remain in a bonus eligible position through December 31 of the year in question, except as otherwise set forth herein. The details of your AIB are set forth on Schedule A hereto.  AIB awards, generally, are intended to satisfy Section 162(m) of the Internal Revenue Code.  The AIB is subject to change or termination at the Company's sole discretion, provided that any adverse change or termination of the AIB will be effective as of the first day of the next succeeding fiscal year. In lieu of participation in the 2006 AIB program because of your employment date in 2006, you will receive a sign-on cash bonus of $350,000, subject to applicable withholding, which will be paid to you as soon as practicable after your start date.


               Equity Participation.  Your position is eligible for participation in the Company’s 2004 Equity Plan (“Equity Plan”).   Effective on your start date, you will receive an option to purchase 332,000 shares of Company stock, which will vest ratably over four years, commencing on the first anniversary of your start date.  The option exercise price will be set at the closing price on your start date (or the most recent closing price if your start date is a date on which the market is closed).  You will also receive a restricted stock grant of 88,200 shares, which will vest fully on the third anniversary of the grant date, subject to your continued employment with the Company.  The equity award agreements evidencing these grants shall be consistent with the terms and conditions of this letter. Your position is also eligible for consideration for future annual grants.  As discussed in our offer to you, and subject to the terms and conditions of the Equity Plan, you will also receive a one-time initial annual equity grant (to be granted no later than April 1, 2007), which will be at a Black-Scholes value of approximately $3,000,000, split 75% in stock options and 25% in restricted shares, as conclusively determined by the Compensation Committee of the Board of Directors.  All future equity grant recommendations are subject to approval by the Board of Directors, and all grants are governed by the Equity Plan, which is subject to change.  A copy of our Equity Plan has been provided to you separately.


               Relocation Benefits.  To assist with your pending relocation from Atherton, California, to San Antonio, Texas, the Company will provide the following assistance:


     1.  You will receive a one-time relocation allowance of $32,000.


     2.  The Company will arrange for packing, transport and delivery and unpacking of your household goods by
          a national freight carrier.  These services will be direct billed to the Company.


     3.  The Company will arrange for transport of two personal vehicles by a contracted van line or, at your
          election, you will be reimbursed $.35 per mile for driving your vehicle(s) from Atherton, California to
          San Antonio, Texas.  You will also be reimbursed reasonable meals and lodging expenses en route based
          on travel by the  most direct route.


     4.  The Company will arrange for temporary housing for up to 120 days from your start date, which will be
          covered at 100% of the cost.


     5.  You will be reimbursed for two house-hunting trips to San Antonio for you and your spouse for up to 10
          nights.


     6.  The company will pay for a final move trip for you and your eligible dependents of one-way airfare (if
          your cars have been shipped), arranged through our Corporate Travel Department.


     7.  The Company will reimburse you reasonable and customary real estate closing costs for the sale of your
          Atherton, California, home (including realtor’s commission), but excluding seller paid points, prorated
          taxes, prorated interest and seller’s allowances.


     8.  The Company will reimburse you normal closing costs for the purchase of your San Antonio residence,
          with a maximum of 1% for a loan origination fee and excluding discount points, prepaids and homeowner
          association fees.


     9.  All of your covered relocation expenses above will be grossed up for tax purposes.


               No other move related expenses will be reimbursed or paid directly by the Company. All accommodations must be arranged through our Corporate Travel Department.  Please contact our relocation coordinator, Deborah Allen at 210 255-6476. 


               Should you voluntarily resign your position with KCI, other than for Good Reason, within one year of your start date, you will be required to reimburse the Company all relocation-related expenses that the Company has covered (as described in paragraphs 1-8 above).


               Termination.  Your employment may be terminated at any time, for any reason, subject to the terms and conditions set forth herein.  In the event that your employment is terminated by the Company at any time other than for Cause (as defined in the Equity Plan) or is terminated by you for Good Reason (as defined herein), you will be entitled to the following: (i) a lump sum severance payment equal to (x) two (2) multiplied by (y) the sum of your then-prevailing base salary and your target bonus, (ii) if you timely elect COBRA continuation coverage pursuant to Section 4980B of the Internal Revenue Code (“COBRA”), the Company will pay your COBRA premiums (i.e., the COBRA premiums you would have to pay to continue the medical, dental and/or vision coverage you had immediately prior to your termination of employment) for up to a total maximum of 18 months; (iii) a pro-rated payment of your incentive bonus based upon your length of employment in the applicable calendar year and actual performance (for which purpose you will be deemed to have achieved all individual performance objectives) which will be paid to you when bonuses for such fiscal year are paid to other senior executives of the Company; and (iv) notwithstanding the terms and conditions of the Equity Plan, your new hire grant of stock options (but not restricted stock), set forth above, will become fully vested and the stock options will remain exercisable for three (3) years following your termination (but not later than the date of expiration of the ten (10) year option term).   In addition, in the event of a termination of your employment for any reason, you will be entitled to the following: (a) your accrued and unpaid base salary and accrued and unused vacation through the date of termination, payable by the next payroll ending date after such termination, (b) your unreimbursed business expenses incurred through the date of termination and payable in accordance with such policies and procedures as are applicable to senior executives of the Company, (c) any unpaid annual bonus earned for the prior fiscal year, payable when annual bonuses are paid to other senior executives, and (d) all accrued, vested and unpaid benefits under all employee benefit plans in which you are a participant immediately prior to your termination, payable in accordance with the terms of such plans.  You will not be obligated to mitigate your severance, and no amounts payable to you hereunder will be reduced as a result of subsequent employment or self-employment, except that your COBRA premium reimbursement as provided in clause (ii) above will cease if you become eligible for comparable coverage from a future employer during the 18 month post-termination period.  You will not be subject to offset of amounts owed to you hereunder by amounts you owe to the Company.    In the event that your employment terminates under this paragraph at or after a Change in Control (as defined in the Equity Plan) of the Company, the foregoing provisions of this paragraph shall apply except that the amount under clause (x) shall be three (3) (and not two (2)).


               For the purposes of this letter agreement, “Good Reason” means the occurrence of any of the following without your prior written consent: (i) a material reduction of your authorities, duties, or responsibilities as an executive officer or director of the Company; provided, however, that following a Change in Control of the Company, it shall be considered Good Reason if you determine, in good faith, that you cannot continue your duties as CEO of the Company; (ii) the Company’s requiring you to be based at a location in excess of fifty (50) miles from the company’s headquarters in San Antonio; (iii) a material reduction of your base salary or target bonus percentage as in effect from time to time; (iv) the failure of the Company to obtain a satisfactory agreement from any successor of the Company to assume and agree to perform the Company’s obligations under this letter agreement and deliver a copy thereof to you; or (v)  the failure of the Board to nominate or re-nominate you to serve on the Board.


               Benefits upon a Change in Control.  In the event of a Change in Control (as defined in the Equity Plan), your new hire restricted stock and stock option awards will immediately and fully vest.


               If it is determined that any payment, distribution or other benefit to you, arising in connection with the terms and conditions of this letter agreement (a “Payment”), would be subject to any tax under Section 4999 of the Internal Revenue Code of 1986, as amended, (or a successor provision) (such tax, together with any interest and penalties related thereto are hereinafter collectively referred to as an “Excise Tax”), then the Company shall promptly pay to you an additional payment (“Gross-Up Payment”) in an amount such that, after payment by you of all income and other taxes (including any penalties and interest imposed with respect thereto) imposed on the Gross-Up Payment, you retain an amount of the Gross-Up Payment sufficient to pay the Excise Tax imposed on the Payment. The determination of the amount of any Gross-Up Payment shall be made by a certified public accounting firm selected jointly by the Company and you (the “Accounting Firm”), the fees and expenses of which shall be paid by the Company.


               You shall promptly notify the Company of any claim that, if successful, would require the payment of the Gross-Up Payment.  Without the consent of the Company, you shall not pay such claim prior to the date that the payment of taxes with respect to such claim is due.  If the Company notifies you in writing prior to such due date that it desires to contest the claim, you shall take all actions in connection with contesting the claim reasonably required by the Company (including accepting legal representation with respect to such claim by an attorney reasonably selected by the Company); provided, however, that the Company shall pay all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold you harmless, on an after-tax basis, from any tax (including reasonable attorneys’ fees, interest and penalties with respect thereto) imposed as a result thereof.


               Employee Benefits.  You will be entitled to all benefits and perquisites offered to other senior executives of the Company.  As a member of the KCI Executive Committee, you will be entitled to annual tax preparation assistance (up to $5,000) and an annual executive physical with Health By Design (up to $1,500).  The Company will also reimburse your COBRA premium to continue health insurance coverage under your former plans for the one-month period from your start date until you are eligible to participate in the Company's plans.


               You will be entitled to 20 days annual vacation (in addition to regularly-scheduled Company holidays).


               The Company will pay your professional fees, not to exceed $75,000, incurred to negotiate and prepare these employment arrangements.


               Indemnification.  You will be entitled to indemnification in accordance with the Company's standard indemnification agreement executed by its directors and executive officers, a copy of which has been provided to you separately.

               Successors, Assigns and Beneficiaries.  Neither the Company nor you may assign any rights or delegate any duties under this letter agreement without the prior written consent of the other party; provided, however, that (i) this agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company’s assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company; and (ii) this agreement shall inure to the benefit of and be binding upon your heirs, assigns or designees to the extent of any payments due to them hereunder.  If you die prior to receiving all of the amounts payable to you in accordance with the terms and conditions of this letter agreement, such amounts shall be paid to the beneficiary designated by you in writing to the Company during your lifetime (which you may change from time to time) or, if no such beneficiary is designated, to your estate.  Such payments shall be made in a lump sum to the extent so payable to you and, to the extent not so payable in a lump sum, in accordance with the terms of this letter agreement.


               Entire Agreement.  This letter, the Equity Plan and the related new hire award agreements serve to establish the entirety of your employment relationship with KCI and its subsidiaries, and supersedes any previous understanding that may have been implied or expressed, either verbally or in writing, by any representative of the Company.  You and the Company agree, however, this letter agreement may be amended or modified to comply with the provisions of section 409A of the Internal Revenue Code and the Treasury Regulations relating thereto.


               Contingent Offer.  This offer is contingent upon satisfactory completion of our pre-employment screening, including a test for the use of illegal drugs, a criminal background check and professional references.  In addition, by your first day of employment, you will be required to complete a Form I-9 establishing your right to work in the United States.  Employment relationships with KCI and its subsidiaries are at-will and may be terminated by notification from either party at any time, with or without cause.


               If you agree to the terms and conditions set fort herein, please sign below and return the original to me.  Our offer is also contingent upon your signing and returning to me a copy of the Non-Disclosure Agreement (provided separately).  This offer will remain open until 5:00 PM (Pacific time) on Tuesday, October 17, 2006, at which time it will be withdrawn if not earlier accepted.


               Cathy, it is my sincere hope you will find your experience with KCI to be personally and professionally rewarding.  I look forward to a mutually prosperous working relationship.



Sincerely,




Ronald W. Dollens,
Chairman of the Board
KCI Inc.
Signed on behalf of Ronald W. Dollens by
C. Thomas Smith, Director, KCI Inc.
                                                                                                    UNDERSTOOD AND AGREED:




 /s/ C. Thomas Smith                                                               /s/ Catherine M. Burzik          October 16, 2006
      C. Thomas Smith                                                                 Catherine M. Burzik                   Date
       Directr, KCI Inc.

 

SCHEDULE A


As President & CEO, payment of your AIB bonus for the relevant year will be based 80% on the Company’s consolidated financial performance (weighted 40% for EPS, 30% for cash flow and 30% for revenue), and based 20% on your achievement of individual objectives (MBOs).  AIB payments based on financial performance range from zero (for consolidated financial performance less than 90% of target) to up to 200%.  AIB payments based on MBOs range from zero to 200% of target.  Overall AIB payments may not exceed 200% of target.  This incentive award is paid in accordance to the terms and conditions of the AIB.

 

 

 

 

 

EX-10.21 2 exhibit-10_21.htm AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN KINETIC CONCEPTS, INC. AND CATHERINE M. BURZIK

Exhibit 10.21

 

 

AMENDMENT NUMBER ONE

TO THE

EMPLOYMENT AGREEMENT

BY AND BETWEEN

KINETIC CONCEPTS, INC. AND

CATHERINE M. BURZIK

 

 


 

Amendment is made this 22nd  day of December, 2008, to the Employment Letter issued to Catherine M. Burzik by Kinetic Concepts, Inc. (“Company”).

 

WITNESSETH:

 

      WHEREAS, the Company and Catherine M. Burzik (“Executive”) entered into an Employment Agreement dated October 16, 2006 (“Employment Agreement”); and

 

WHEREAS, it is necessary to amend the Employment Agreement to bring it into compliance with Internal Revenue Code section 409A and the final Treasury Regulations (collectively, “Section 409A”)  issued thereunder; and

 

WHEREAS, the Company and Executive believe it is in the best interest of the Company and Executive to adopt this Amendment Number One.

      

      NOW, THEREFORE, BE IT RESOLVED, that effective as of December 31, 2008, the Employment Agreement is amended as follows:

 

1.  

The Termination Section of the Employment Agreement is amended by adding the following to the end thereof:

 

In the event your employment is terminated by the Company at any time other than for Cause (as defined in the Equity Plan) or is terminated by you for Good Reason (as defined herein), any severance payments to which you are entitled shall be delayed and paid on the earlier to occur of (x) the date that is one day after the date that is six months after the date of your termination of employment or (y) the date of your death following such termination of employment.  However, notwithstanding the foregoing to the contrary, in the event that (i) your employment is terminated due to your death or (ii) you incur a disability (as disability is defined within Section 409A), any benefits payable to you shall be paid immediately, but in no event later than 2½ months following the end of the taxable year in which occurs your death or disability.”

 

2.  

The Benefits Upon a Change in Control Section of the Employment Agreement is amended by adding the following to the end thereof:

 

“The payment of any applicable Gross-Up Payment shall be made immediately after you become entitled to such Gross-Up Payment hereunder, but in no event later than 2½ months following the end of the taxable year in which you remit payment of the excise tax that is the subject of such Gross-Up Payment.”

 

 

IN WITNESS WHEREOF, this Amendment Number One has been executed the day and year first above written.

 

 

 

 

 KINETIC CONCEPTS, INC.

 

 

 CATHERINE M. BURZIK

 By:  /s/  Jim Cravens

 

 

 /s/ Catherine M. Burzik

 Its:  Sr. V.P., HR

 

   

 

 

 

 

EX-10.1 2 d251478dex101.htm TRANSITION ARRANGEMENT

Exhibit 10.1

November 2, 2011

Ms. Catherine Burzik

c/o Kinetic Concepts, Inc.

8023 Vantage Drive

San Antonio, Texas 78230

Re: Confirmation of Transition Arrangements

Dear Cathy:

This letter agreement confirms our latest discussions of your employment arrangements as Chief Executive Officer of Kinetic Concepts, Inc. (“KCI”) effective at the closing, scheduled for November 4, 2011, pursuant to the Agreement and Plan of Merger dated July 12, 2011 (the “Merger Agreement”) whereby Chiron Merger Sub, Inc. will merge with and into KCI (“Closing”). I am authorized to act for Chiron Guernsey Holdings L.P., Inc. (by virtue of being the President of its general partner, Chiron Holdings GP, Inc.), Chiron Guernsey L.P., Inc. (by virtue of being a director of its general partner, Chiron Guernsey GP Co. Limited), Chiron Topco, Inc., Chiron Holdings, Inc. and Chiron Merger Sub, Inc. prior to Closing and, following the Closing, Chiron Guernsey Holdings L.P. Inc. (by virtue of being the President of its general partner, Chiron Holdings GP, Inc.) (sometimes collectively referred to below as “we” or the “Board”). Following Closing, there will be a transition period continuing until June 30, 2012 during which you will be the Chief Executive Officer of KCI and LifeCell Corporation as provided below (“Transition Period”). During the Transition Period, we will actively recruit your successor so as to provide for an orderly transition of your duties and responsibilities.

During the Transition Period:

 

 

 

You will serve as a member of the Board of Chiron Holdings GP, Inc.

 

 

 

You will serve as the Chief Executive Officer of KCI and LifeCell Corporation (those positions are collectively referred to below as “CEO” and those companies sometimes are collectively referred to as the “Company”).

 

 

 

As CEO, you will report to the Board of Directors of Chiron Holdings GP, Inc. or other applicable senior-most governing board of KCI, LifeCell Corporation and their parent companies.

 

 

 

As CEO, you will remain the senior-most officer of the Company and its subsidiaries, with all employees of the Company and their respective subsidiaries reporting directly or indirectly to you.

 

 

 

As CEO, you will have the full authority and responsibility for the management, operation and overall conduct of the business of the Company, including, without


Ms. Catherine Burzik

Page 2

 

 

limitation, the full authority to hire and fire employees; provided that (i) your hiring or firing of employees who are participants in the Chiron Guernsey Holdings L.P. Inc. Equity Incentive Plan or who have targeted annual compensation in excess of $500,000 per year, will be subject to approval of the Board and (ii) the Board shall reserve the right to hire or fire employees at the Executive Committee level in its discretion. Subject to the foregoing, you will continue to enjoy the same breadth and scope of duties, authorities and responsibilities of your position after Closing as you held as Chief Executive Officer of KCI prior to Closing.

Executive Committee” shall mean the positions of Chief Executive Officer of the Company, President of Lifecell Corporation, Chief Financial Officer the Company, President of the Active Healing Solutions division of KCI, General Counsel of the Company, Head of Human Resources of the Company and the President of Therapeutic Support Systems.

During the Transition Period, you will be compensated at a gross monthly rate of $350,000, payable in cash in accordance with KCI’s regular payroll practices for its officers (the “Transition Period Compensation”). In the event that the Company terminates your employment at any time prior to February 5, 2012, the Company will continue to pay such Transition Period Compensation to you as if your employment had continued until such date. During the Transition Period, you will be entitled to continue to participate in all employee retirement and welfare benefit and perquisite plans and programs on the same basis as other senior officers of the Company. Any such amount payable to you under this paragraph will be payable to the representative of your estate in the event of your death following such a termination in which you become entitled to such payments. You will not participate in the Company’s long-term equity incentive program or any other equity incentive programs.

In connection with the above acquisition of KCI, we confirm that, as of Closing, you are unconditionally entitled to “Change in Control Good Reason” separation payments and benefits under your October 16, 2006 employment agreement (as amended December 22, 2008) (“Employment Agreement”) as of the date your employment with the Company terminates in accordance with Internal Revenue Code Section 409A (the “Termination Date”), which payments and benefits are listed below and which you acknowledge will be in full satisfaction of all obligations and amounts owing to you by the Company and its affiliates, whether under the Employment Agreement or otherwise:

(i) a lump sum severance payment in an aggregate amount (initially representing 3 times the sum of your current base salary and target annual bonus) held in the Trust (defined below), net of income and losses, as provided below, payable to you on the date that is one day after the date that is six months after the date of the Termination Date, or if earlier, upon the date of your death following the Termination Date (the “Payment Date”);

(ii) a pro-rated payment of your incentive bonus based upon the length of your employment in 2011 through and including the Closing and based upon actual performance (for which purpose you will be deemed to have achieved all individual performance objectives) and


Ms. Catherine Burzik

Page 3

 

which will be paid to you when bonuses for the fiscal year ending December 31, 2011 are paid to other senior executives of KCI;

(iii) if you timely elect COBRA premiums (i.e., the COBRA premiums you would have to pay to continue the medical, dental, and/or vision coverage you had immediately prior to the Termination Date), the Company will pay your COBRA premiums for up to a total maximum of 18 months, except that your COBRA premium reimbursement will cease if you become eligible for comparable coverage from a future employer during the 18 month period following my Termination Date; and

(iv) (a) your accrued and unpaid base salary and accrued and unused vacation time through the Termination Date, payable by the next payroll date ending after the Termination Date, (b) your unreimbursed business expenses incurred through the Termination Date and payable in accordance with such policies and procedures as are applicable to senior executives of KCI and (c) all accrued, vested and unpaid benefits under all employee benefit plans in which you are a participant immediately prior to the Termination Date, payable in accordance with the terms of such plans.

You understand and we agree that, except with respect to the COBRA premiums as described above, you will not be obligated to mitigate your severance and no amounts payable to you hereunder will be reduced as a result of your subsequent employment or self-employment.

As a result, as soon as is practicable (but not later than 15 days) after Closing, the Company will establish a “rabbi” trust on terms that are consistent with this letter agreement, reasonably acceptable to you and satisfying the requirements of Internal Revenue Procedure 92-64 and immediately thereupon deposit with the trustee a trust principal in cash in the amount of $5,638,500 (the “Trust”). The trustee of the Trust (the “Trustee”) will be the Northern Trust Bank and Trust (Illinois) or such other similar institutional trustee as may be reasonably selected by you. The Company will pay all fees and expenses required to establish the Trust and all trust administration fees and expenses for the Trust and, to the extent not paid timely, will promptly pay you all such amounts deducted by the Trustee towards such fees and expenses. The principal of the Trust, will be invested as you direct. The total amount then held in the Trust will be unconditionally payable to you without any direction from the Company or you, in a single sum, on the Payment Date (subject to prior notice from the Company or you to the Trustee of the Termination Date), and the Trust agreement will so provide. The Trust agreement will provide that the Trustee will be responsible for any withholding taxes due with respect to such payment.

Your long-term incentive awards outstanding immediately prior to Closing will have fully vested, stock awards paid and stock options exercised (or cancelled and paid) at Closing and therefore no further amount will be due you under those awards when your employment terminates. Consequently, for the avoidance of doubt, you agree that you will have no further rights with respect to any outstanding or previously outstanding equity awards or equity securities of the Company or its affiliates other than the payment to you of the unpaid portion, if any, of cash consideration with respect thereto pursuant to the terms of the Merger Agreement.


Ms. Catherine Burzik

Page 4

 

The Company will pay your professional expenses up to a maximum amount of $75,000 (and any taxes, grossed up, respecting such payment) incurred to advise you, negotiate and prepare all agreements in connection with these transition arrangements. In the event of any dispute regarding this letter agreement or related matters, the Company will promptly advance to you, upon your request, all attorneys fees and other litigation costs incurred in connection with such dispute, subject to your written undertaking to refund all such amounts in the event that a final determination is entered in such dispute finding that each of your material positions in such dispute was frivolous.

You are also entitled to a Section 280G “golden parachute” tax reimbursement gross-up payment (or payments) as set forth in your Employment Agreement under the caption “Benefits Upon a Change in Control” (the provisions of which are hereby incorporated by reference) and which shall continue to be payable to you as set forth therein (the “Gross-Up Payment”). The Gross-Up Payment will also apply to any payments under this letter agreement that are determined to be “parachute payments” under Section 280G. For the avoidance of doubt, you will be entitled to the Gross-Up Payment even if you die or terminate employment due to disability during the post-Closing transition period.

You will continue to be bound by all of the terms of the restrictive covenants in each of the Nondisclosure and Non-Competition Agreements agreed to between you and KCI, which were attached to and incorporated by reference into the four nonqualified stock option agreements, dated effective as of February 23, 2011, February 23, 210, February 23, 2009 and February 20, 2009 and the two restricted stock unit award agreements, dated as of February 23, 3011 and February 23, 2010, including, without limitation, the non-competition, non-solicitation and confidentiality provisions of Sections 1-3 of each document thereto.

During the Transition Period (and thereafter as applies), you will continue to be indemnified and held harmless, and insured under a contract of directors and officers liability insurance, to the same extent as applied prior to Closing.

This letter agreement will be effective immediately upon Closing and will be void if the pending acquisition is terminated prior to Closing. Any claim or controversy arising out of or relating to this letter agreement shall be submitted to final and binding arbitration in Bexar County, Texas according to the procedures set out in KCI’s Arbitration Policy, and this letter agreement shall be governed by the laws of the State of Texas, without regard to conflicts of laws rules.

If you concur in the above arrangements, please signify your agreement below and return one signed copy of this letter agreement to me by November 4, 2011.

We are honored to have you continue to lead KCI during the Transition Period and congratulate you and your team for its successes in bringing the acquisition to a successful Closing. This letter agreement constitutes the entire agreement between you and us regarding the subject matter hereof and may be executed in counterparts, each of which shall constitute an original and which together shall constitute a single instrument.


Ms. Catherine Burzik

Page 5

 

 

 

 

/s/ Buddy Gumina

 

Mr. Buddy Gumina, on behalf of Chiron Guernsey Holdings L.P., Inc. (as President of its general partner, Chiron Holdings GP Inc.), Chiron Guernsey Holdings L.P. Inc. (as director of its general partner, Chiron Guernsey GP Co. Limited), Chiron Topco, Inc. (as President), Chiron Holdings, Inc. (as President) and Chiron Merger Sub, Inc. (as President) and, following the Closing, Guernsey Holdings L.P., Inc. (as President of its general partner, Chiron Holdings GP. Inc.)

 

Accepted and agreed:

/s/ Catherine Burzik

Catherine Burzik