EX-10.28
from S-4/A
1 page
The Sponsors, Funds Advised by Apax Partners, Controlled Affiliates of Cpp Investment Board and Psp Investments, Are Pleased to Extend an Offer to You to Join the Board of Directors of Chiron Holdings GP, Inc., the General Partner of the Parent Holding Company for Kinetic Concepts, Inc. and Lifecell Corporation. as a Non- Executive Director, Your Responsibilities Will Be as Follows: • to Attend and Contribute to 4 to 5 Meetings of the Board of Directors Annually, and Possibly Join Certain Committees of the Board. the Board Meetings Are Typically 1 to 2 Days Each. • to Be Available to Attend Ad Hoc Meetings, Either Telephonically or Face-To-Face as Necessary. for Example, You Will Probably Want to Attend 1-2 Hour, Monthly Telephonic Update Meetings. • to Serve as a Sounding Board and Mentor to the Ceos. Agreed and Accepted /S/ Tim Guertin 10/14/2012 Tim Guertin Date
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EX-10.23
from S-4/A
17 pages
This Agreement Is Made on May 14, 2012 Between: (1) KCI Uk Holdings Limited (Registered Number 03465229) Whose Registered Office Is at Belmont House, Station Way, Crawley, West Sussex, Rh10 1ja (The Company); and (2) Peter Arnold of Elmgrove, Tynedale Villas, Hexham, Northumberland, Ne46 3jf (The Executive). It Is Agreed as Follows: 1. Interpretation 1.1 in This Agreement: Board Means the Directors of the Company or of a Committee of the Directors Duly Appointed for the Purpose in Question, From Time to Time; Group Means Kinetic Concepts, Inc. as the Ultimate Holding Company, the Company, Any Holding Company of the Company and Any Subsidiary of the Company, Any Holding Company or Any Other Member of the Group, and Group Company Means Any One of Them; Holding Company and Subsidiary Shall Have the Meaning Given by Section 1159 of the Companies Act 2006; and Recognised Investment Exchange Means a Relevant Eea Market as Defined In, or a Market Established Under, the Rules of Any Investment Exchange Specified in Schedule 3 to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001; Working Day Means a Day Other Than a Saturday, Sunday or Bank or Other Public Holiday in England. 1.2 a Reference to a Particular Law Is a Reference to It as It Is in Force for the Time Being, Taking Account of Any Amendment, Extension or Re-Enactment, and Includes Any Subordinate Legislation for the Time Being in Force Made Under It
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EX-10.17
from S-4
2 pages
This Letter Confirms Our Latest Discussions of Your Successful Completion of the Post-Closing Transition Period as Chief Executive Officer of Officer of Kinetic Concepts, Inc. (“KCI”) and Lifecell Corporation (“Lifecell”). Effective Close of Business on January 4, 2012, You Resign as Chief Executive Officer of KCI and Lifecell and as a Member of the Board of Directors of Chiron Holdings GP, Inc. (“Chgpi”) and of Other Offices, Boards and Fiduciary Positions Held With KCI and Any KCI Affiliates or Their Employee Benefit Plans (And Related Trusts) if Any
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EX-10.16
from S-4
5 pages
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
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EX-10.14
from S-4
3 pages
Position Title: Senior Vice President, General Counsel Employment Status: Regular Full-Time, Exempt Annual Base Salary: $340,000. ($14,166.66 Paid Semi-Monthly, Less All Required Withholdings and Authorized Deductions; This Base Salary Increase Is Effective as of April 7, 2011) Immediate Supervisor: Catherine Burzik, President & CEO Location: 8023 Vantage Drive San Antonio, Tx 78230 Effective Date of Promotion: April 7, 2011
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