Exhibit 10.10(b)
AMENDMENT TO RABBI TRUST
The Trust Agreement dated as of a August 16, 1996 by and between
Mallinckrodt Group Inc., a New York Corporation and Wachovia Bank of North
Carolina (the "Trust Agreement") is hereby amended, effective as of June 20,
2000, as set forth below.
Capitalized terms used herein without definition shall have the
respective meanings set forth in the Trust Agreement.
1. Preamble.
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The first WHEREAS clause of the Trust Agreement is restated in its
entirety to read as follows:
"WHEREAS, the Company has adopted the employee benefit plans and
arrangements listed on Schedule I hereto (collectively, the "Plans"),
copies of which are attached hereto as Appendix A, including, without
limitation, the severance agreements between the Company and the employees
of the Company listed on Schedule I (the "Severance Agreements" and
together with the Corporate Staff Change in Control Severance Plan
identified on Schedule I, the "Severance Programs")"
2. Section 1. Establishment of Trust.
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Section 1(f) is restated in its entirety to read as follows:
"(f) Immediately prior to or upon a Change in Control, the
Company shall make an irrevocable contribution to the Trust in an amount in
cash or other property (of the type specified in Section 5(a)) that is
sufficient to pay each Participant (determined by allocations to separate
accounts for each Participant) the accrued benefits (the "BENEFITS') to
which such Participant and such Participant's spouse would be entitled
under the Plans as of such date (which shall be deemed to include an amount
necessary to fund the aggregate cash severance obligation for all employees
covered by Severance Agreements and all Participants under the Corporate
Staff Change in Control Severance Plan if such employees' and Participants'
employment were terminated immediately following the Change in Control,
other than as a result of a Nonqualifying Termination (as defined in the
Severance Programs) (the "REQUIRED FUNDING AMOUNT"). Concurrently with the
contribution of the Required Funding Amount, the Company shall also deposit
$250,000 in cash to a separate account of the Trust (the "TRUSTEE EXPENSE
ACCOUNT"), which account shall be used to reimburse the Trustee for its
fees and reasonable expenses hereunder as provided in Section 9."
3. The validity, interpretation, and enforcement of this amendment
shall be governed by the law of the State of New York. The invalidity or
unenforceabililty of any provision of this amendment shall not affect the
validity or enforceabililty of any other provision of this amendment or of the
Trust Agreement, as amended hereby, which other provisions shall remain in full
force and effect. This amendment may be executed in two or more counterparts,
each of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this amendment as
of the date first above written.
MALLINCKRODT INC.
Date: June 20, 2000 By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President Human Resources
WACHOVIA BANK OF NORTH CAROLINA,
N.A.
Date: June 20, 2000 By: /s/ ▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇
Title: Sr. Vice President/GE
Schedule I
July 20, 2000
Severance Agreements (or any successor retention agreements) between the Company
and the following employees:
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Given, ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, C. ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, R. ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇, Oye
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Puritan ▇▇▇▇▇▇▇ SERP and Makeup Plans
Mallinckrodt Supplemental Benefit Plans
Unfunded Deferred Payment Obligations for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Unfunded Deferred Payment Obligations for ▇▇▇▇▇▇ ▇▇▇▇▇▇
Pilots Supplemental Pension Plan
Puritan ▇▇▇▇▇▇▇ Deferred Compensation Plan (including ▇▇▇▇ ▇▇▇▇)
Puritan ▇▇▇▇▇▇▇ Directors Pension Plan
Premium payments under Mallinckrodt's executive life insurance program
Mallinckrodt Supplemental Retirement Plan (parts A and B)
Corporate staff Change-in-Control Plan
Deferral election plan for non-employee directors
Mallinckrodt Director's Retirement Service Plan
Mallinckrodt Director Retirement Plan
All other unfunded nonqualified deferred compensation or deferred employee or
director severance or retirement payment obligations of Mallinckrodt Inc. or its
subsidiaries