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Amended and Restated Change In Control Severance Plan

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Exhibit 10.7

COVIDIEN CHANGE IN CONTROL SEVERANCE PLAN

FOR CERTAIN U.S. OFFICERS AND EXECUTIVES

As Amended and Restated Effective January 1, 2009

TABLE OF CONTENTS

Page ARTICLE I BACKGROUND, PURPOSE AND TERM OF PLAN 1

Section 1.01

Purpose and Intent of the Plan 1

Section 1.02

Term of the Plan 1

Section 1.03

Adoption of the Plan 1 ARTICLE II DEFINITIONS 2

Section 2.01

" Annual Bonus" 2

Section 2.02

" Base Salary" 2

Section 2.03

" Board" 2

Section 2.04

" Cause" 2

Section 2.05

" Change in Control" 2

Section 2.06

" Change in Control Benefits" 3

Section 2.07

" Change in Control Termination" 3

Section 2.08

" COBRA" 3

Section 2.09

" Code" 3

Section 2.10

" Committee" 3

Section 2.11

" Company" 3

Section 2.12

" Effective Date" 3

Section 2.13

" Eligible Employee" 3

Section 2.14

" Employee" 4

Section 2.15

" Employer" 4

Section 2.16

" ERISA" 4

Section 2.17

" Exchange Act" 4

Section 2.18

" Executive Severance Plan" 4

Section 2.19

" Good Reason Resignation" 4

Section 2.20

" Involuntary Termination" 5

Section 2.21

" Key Employee" 5

Section 2.22

" Notice Pay" 5

Section 2.23

" Officer" 5

Section 2.24

" Participant" 5

Section 2.25

" Permanent Disability" 5


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TABLE OF CONTENTS

(continued)

Page

Section 2.26

" Plan" 5

Section 2.27

" Plan Administrator" 5

Section 2.28

" Postponement Period" 6

Section 2.29

" Release" 6

Section 2.30

" Separation from Service" 6

Section 2.31

" Separation from Service Date" 6

Section 2.32

" Severance Benefits" 6

Section 2.33

" Severance Period" 6

Section 2.34

" Subsidiary" 6

Section 2.35

" Successor" 6

Section 2.36

" Voluntary Resignation" 6

ARTICLE III PARTICIPATION AND ELIGIBILITY FOR BENEFITS 7

Section 3.01

Participation 7

Section 3.02

Conditions 7

ARTICLE IV DETERMINATION OF SEVERANCE BENEFITS 9

Section 4.01

Amount of Severance Benefits Upon Involuntary Termination and Good Reason Resignation 9

Section 4.02

Voluntary Resignation; Termination for Death or Permanent Disability 11

Section 4.03

Termination for Cause 11

Section 4.04

Reduction of Severance Benefits 11

ARTICLE V METHOD, DURATION AND LIMITATION OF SEVERANCE BENEFIT PAYMENTS 12

Section 5.01

Method of Payment 12

Section 5.02

Other Arrangements 12

Section 5.03

Code Section 409A 12

Section 5.04

Termination of Eligibility for Benefits 13

Section 5.05

Limitation on Benefits 13

ARTICLE VI CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT 15

Section 6.01

Confidential Information 15


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TABLE OF CONTENTS

(continued)

Page

Section 6.02

Non-Competition 15

Section 6.03

Non-Solicitation 15

Section 6.04

Non-Disparagement 16

Section 6.05

Reasonableness 16

Section 6.06

Equitable Relief 16

Section 6.07

Survival of Provisions 17

ARTICLE VII THE PLAN ADMINISTRATOR 18

Section 7.01

Authority and Duties 18

Section 7.02

Compensation of the Plan Administrator 18

Section 7.03

Records, Reporting and Disclosure 18

ARTICLE VIII AMENDMENT, TERMINATION AND DURATION 19

Section 8.01

Amendment, Suspension and Termination 19

Section 8.02

Duration 19

ARTICLE IX DUTIES OF THE COMPANY AND THE COMMITTEE 20

Section 9.01

Records 20

Section 9.02

Payment 20

Section 9.03

Discretion 20

ARTICLE X CLAIMS PROCEDURES 21

Section 10.01

Claim 21

Section 10.02

Initial Claim 21

Section 10.03

Appeals of Denied Administrative Claims 21

Section 10.04

Appointment of the Named Appeals Fiduciary 22

Section 10.05

Arbitration; Expenses 22

ARTICLE XI MISCELLANEOUS 24

Section 11.01

Nonalienation of Benefits 24

Section 11.02

Notices 24

Section 11.03

Successors 24

Section 11.04

Other Payments 24

Section 11.05

No Mitigation 24

Section 11.06

No Contract of Employment 24


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TABLE OF CONTENTS

(continued)

Page

Section 11.07

Severability of Provisions 24

Section 11.08

Heirs, Assigns, and Personal Representatives 25

Section 11.09

Headings and Captions 25

Section 11.10

Gender and Number 25

Section 11.11

Unfunded Plan 25

Section 11.12

Payments to Incompetent Persons 25

Section 11.13

Lost Payees 25

Section 11.14

Controlling Law 25 APPENDIX

Salary Continuation Schedule A-1


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ARTICLE I

BACKGROUND, PURPOSE AND TERM OF PLAN

Section 1.01 Purpose and Intent of the Plan . The purpose of the Plan is to provide Eligible Employees with certain compensation and benefits in the event that such Employee' s employment with the Company or a Subsidiary is terminated due to a Change in Control Termination. The Plan is not intended to be an " employee pension benefit plan" or " pension plan" within the meaning of Section 3(2) of ERISA. Rather, the Plan is intended to be a " welfare benefit plan" within the meaning of Section 3(1) of ERISA and to meet the descriptive requirements of a plan constituting a " severance pay plan" within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations , Section 2510.3-2(b). Accordingly, no employee shall have a vested right to benefits paid by the Plan. The terms of the Plan are intended to, and shall be interpreted so as to, comply in all respects with the provisions of Code Section 409A and the regulations and rulings promulgated thereunder and, if necessary, any provision shall be held null and void to the extent such provision (or any part thereof) fails to comply with Code Section 409A or the regulations or rulings promulgated thereunder.

Section 1.02 Term of the Plan . The Plan, as amended and restated, shall generally be effective as of the Effective Date. The Plan is intended to supersede, and not to duplicate, the provisions of the Covidien Severance Plan for U.S. Officers and Executives (" Executive Severance Plan" ) in any case in which an Eligible Employee would otherwise be entitled to severance or related benefits under both this Plan and the Executive Severance Plan arising out of the Eligible Employee' s Change in Control Termination. Moreover, this Plan is intended to supersede any other plan, program, arrangement or agreement providing an Eligible Employee with severance or related benefits in the case of an Eligible Employee' s Change in Control Termination. The Plan shall continue until terminated pursuant to Article VIII of the Plan.

Section 1.03 Adoption of the Plan . The Plan was adopted by the Board of Directors of Covidien Ltd. on June 30, 2007. The Board of Directors of Covidien Ltd., by action of its Compensation and Human Resources Committee on November 20, 2008, amended and restated the Plan and provided for the transfer of sponsorship of the Plan to Tyco Healthcare Group LP, and Tyco Healthcare Group LP agreed to accept such transfer of sponsorship.

ARTICLE II

DEFINITIONS

Section 2.01 " Annual Bonus" means the average of the actual bonuses paid to the respective Participant pursuant to The Covidien Annual Incentive Plan that are attributable to the three Company fiscal years that immediately precede the fiscal year in which the Participant' s Separation from Service Date occurs.

Section 2.02 " Base Salary" means the Participant' s annual base salary in effect as of the Participant' s Separation from Service Date.

Section 2.03 " Board" means the Board of Directors of the Covidien Ltd.

Section 2.04 " Cause" means an Employee' s (i) substantial failure or refusal to perform duties and responsibilities of his or her job as required by the Company, (ii) violation of any fiduciary duty owed to the Company, (iii) conviction of a felony or misdemeanor, (iv) dishonesty, (v) theft, (vi) violation of Company rules or policy, or (vii) other egregious conduct, that has or could have a serious and detrimental impact on the Company and its employees. The Committee, in its sole and absolute discretion, shall determine Cause. Examples of " Cause" may include, but are not limited to, excessive absenteeism, misconduct, insubordination, violation of Company policy, dishonesty, and deliberate unsatisfactory performance (e.g., Employee refuses to improve deficient performance).

Section 2.05 " Change in Control" means the first to occur of any of the following events:

(i) any " person" (as defined in Section 13(d) and 14(d) of the Exchange Act, excluding for this purpose, (i) the Company or any Subsidiary or (ii) any employee benefit plan of the Company or any Subsidiary (or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan that acquires beneficial ownership of voting securities of the Company), is or becomes the " beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than 30 percent of the combined voting power of the Company' s then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company;

(ii) persons who, as of the Effective Date, constitute the Board (the " Incumbent Directors" ) cease for any reason (including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a majority thereof, provided that any person becoming a Director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person' s election or nomination for election was approved by a vote of at least 50 percent of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened proxy contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a " person" (as defined in Section


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13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80 percent of the assets of the Company (a " Business Combination" ), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own directly or indirectly more than 50 percent of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company' s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or

(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. Section 2.06 " Change in Control Benefits" means the payments described in Section 4.01(b) and Section 4.01(c)(ii).

Section 2.07 " Change in Control Termination" means a Participant' s Involuntary Termination or Good Reason Resignation that occurs during the period beginning 60 days prior to the date of a Change in Control and ending two years after the date of such Change in Control.

Section 2.08 " COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder. Section 2.09 " Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

Section 2.10 " Committee" means the Compensation and Human Resources Committee of the Board or any successor committee or other committee to which the Compensation and Human Resources Committee delegates its authority under this Plan. The Committee may delegate its authority under the Plan to an individual or another committee. Section 2.11 " Company" means Covidien Ltd., a Bermuda company, or any successor thereto. Unless it is otherwise clear from the context, Company shall generally include participating Subsidiaries.

Section 2.12 " Effective Date" means January 1, 2009.

Section 2.13 " Eligible Employee" means an Employee who is an Officer, or in career band one, and who is not covered under any other severance plan or program sponsored by the Company or a Subsidiary (other than the Executive Severance Plan). If there is any question as to whether an Employee is an Eligible Employee under the Plan, the Senior Vice President Human Resources of Covidien Ltd. shall make the determination.


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Section 2.14 " Employee" means any individual who is a common law employee on the payroll of any United States Subsidiary of Covidien Ltd., and shall not include any person providing services to the Company or any Subsidiary through a temporary service or on a leased basis or who is hired by the Company or any Subsidiary as an independent contractor, consultant, or otherwise as a person who is not an employee for purposes of withholding United States federal income or employment taxes, as evidenced by payroll records or a written agreement with the individual, regardless of any contrary governmental agency determination or judicial holding relating to such status or tax withholding. Notwithstanding the above, in the event that Section 409A applies to any payments made hereunder, subsection (iv) of the definition of " Subsidiary" shall apply.

Section 2.15 " Employer" means the Company or any Subsidiary.

Section 2.16 " ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

Section 2.17 " Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

Section 2.18 " Executive Severance Plan" means the Covidien Severance Plan for U.S. Officers and Executives, which plan is superseded by this Plan in the event of any Participant' s Change in Control Termination. Section 2.19 " Good Reason Resignation" means any retirement or termination of employment by a Participant that is not initiated by the Employer and that is caused by any one or more of the following events which occurs during the period beginning 60 days prior to the date of a Change in Control and ending two years after the date of such Change in Control:

(1) Without the Participant' s written consent, assignment to the Participant of any duties inconsistent in any material respect with the Participant' s authority, duties or responsibilities as in effect immediately prior to the Change in Control;

(2) Without the Participant' s written consent, a material diminution in the authority, duties or responsibilities of the supervisor to whom the Participant is required to report as in effect immediately prior to the Change in Control; (3) Without the Participant' s written consent, a material change in the geographic location at which the Participant must perform services to a location which is more than 50 miles from the Participant' s principal place of business immediately preceding the Change in Control;

(4) Without the Participant' s written consent, a material reduction in the Participant' s compensation and benefits, taken as a whole, as in effect immediately prior to the Change in Control; (5) The Company' s failure to obtain a satisfactory agreement from any Successor to assume and agree to perform the Company' s obligations to the Participant under this Plan, as contemplated in Section 11.03 herein; or


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(6) Without the Participant' s written consent, a material diminution in the budget over which the Participant retains authority;

Notwithstanding the foregoing, the Participant shall be considered to have a Good Reason Resignation only if (x) the Participant provides written notice to the Employer specifying in reasonable detail the event upon which the Participant is basing such Good Reason Resignation within ninety (90) days after the occurrence of such event, (y) the Employer fails to cure such event within thirty (30) days after its receipt of such notice, and (z) the Participant terminates employment within sixty (60) days after the expiration of such cure period. Section 2.20 " Involuntary Termination" means the date that a Participant experiences a Company-initiated Separation from Service from the Employer for any reason other than Cause, Permanent Disability or death, as provided under and subject to the conditions of Article III.

Section 2.21 " Key Employee" means an Eligible Employee who is a " specified employee" under Code Section 409A, as determined by the Committee or its delegate. The determination of Key Employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee or its delegate in accordance with the provisions of Code Section 409A and the regulations promulgated thereunder.

Section 2.22 " Notice Pay" means the amounts that a Participant is eligible to receive pursuant to Article IV of the Plan.

Section 2.23 " Officer" means any individual who is an officer, as such term is defined pursuant to Rule 16a-1(f) as promulgated under the Exchange Act, of the Company.

Section 2.24 " Participant" means any Eligible Employee who meets the requirements of Article III and thereby becomes eligible for Severance Benefits.

Section 2.25 " Permanent Disability" means that an Employee has a permanent and total incapacity from engaging in any employment for the Employer for physical or mental reasons. A " Permanent Disability" shall be deemed to exist if the Employee meets the requirements for disability benefits under the Employer' s long-term disability plan or under the requirements for disability benefits under the Social Security law then in effect, or if the Employee is designated with an inactive employment status at the end of a disability or medical leave.

Section 2.26 " Plan" means the Covidien Change in Control Severance Plan for Certain U.S. Officers and Executives as set forth herein, and as the same may from time to time be amended. Section 2.27 " Plan Administrator" means the individual(s) appointed by the Committee to administer the terms of the Plan as set forth herein and if no individual is appointed by the Committee to serve as the Plan Administrator for the Plan, the Plan Administrator shall be the Senior Vice President Human Resources of Covidien Ltd. Notwithstanding the preceding sentence, in the event the Plan Administrator is entitled to Severance Benefits under the Plan, the


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Committee or its delegate shall act as the Plan Administrator for purposes of administering the terms of the Plan with respect to the Plan Administrator. The Plan Administrator may delegate all or any portion of its authority under the Plan to any other person(s).

Section 2.28 " Postponement Period" means, for a Key Employee, the period of six (6) months after such Key Employee' s Separation from Service Date (or such other period as may be required by Code Section 409A). Section 2.29 " Release" means the " Separation of Employment Agreement and General Release," as provided by the Company or such other agreement between the Company and Participant under which the Participant releases potential claims against the Company in exchange for Severance Benefits. Section 2.30 " Separation from Service" means " separation from service" within the meaning of Code Section 409A(a)(2)(A)(i) and the applicable regulations and rulings promulgated thereunder.

Section 2.31 " Separation from Service Date" means, with respect to a Participant, the date on which such Participant experiences a Separation from Service.

Section 2.32 " Severance Benefits" means the salary replacement amounts and other benefits that a Participant is eligible to receive pursuant to Article IV of the Plan. Section 2.33 " Severance Period" means the period for which a Participant is entitled to receive Severance Benefits under this Plan, as set forth in the Appendix.

Section 2.34 " Subsidiary" means (i) a subsidiary company (wherever incorporated) as defined by Section 86 of the Companies Act 1981 of Bermuda (as amended), (ii) any separately organized business unit, whether or not incorporated, of the Company, (iii) any employer that is required to be aggregated with the Company pursuant to Code Section 414 and regulations promulgated thereunder, and (iv) any service recipient or employer that is within a controlled group of corporations as defined in Code Sections 1563(a)(1), (2) and (3) where the phrase " at least 50%" is substituted in each place " at least 80%" appears and any service recipient or employer within trades or businesses under common control as defined in Code Section 414(c) and Treas. Reg. Section 1.414(c)-2 where the phrase " at least 50%" is substituted in each place " at least 80%" appears, provided, however, that when the relevant determination is to be based upon legitimate business criteria (as described in Treas. Reg. Section 1.409A-1(b)(5)(iii)(E) and 1.409A-1(h)(3)), the phrase " at least 20%" shall be substituted in each place " at least 80%" appears as described above with respect to both a controlled group of corporations and trades or business under common control.

Section 2.35 " Successor" means any other corporation or unincorporated entity or group of corporations or unincorporated entities which acquires ownership, directly or indirectly, through merger, consolidation, purchase or otherwise, of all or substantially all of the assets of the Company.

Section 2.36 " Voluntary Resignation" means any Separation from Service that is not initiated by the Employer other than a Good Reason Resignation.


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ARTICLE III

PARTICIPATION AND ELIGIBILITY FOR BENEFITS

Section 3.01 Participation . Each Eligible Employee in the Plan who incurs a Change in Control Termination and who satisfies all of the conditions of Section 3.02 shall be eligible to receive the Severance Benefits described in the Plan. An Eligible Employee shall not be eligible to receive any other severance benefits from the Company or Subsidiary on account of a Change in Control Termination, unless otherwise provided in the Plan. In addition, any Eligible Employee who is a party to an employment agreement with the Company pursuant to which such Eligible Employee is entitled to severance benefits shall be ineligible to participate in the Plan.

Section 3.02 Conditions .

(a) Eligibility for any Severance Benefits is expressly conditioned on the occurrence of the following within 60 days following the Participant' s Separation from Service Date: (i) execution by the Participant of a Release in the form provided by the Company; (ii) compliance by the Participant with all the terms and conditions of such Release; (iii) the Participant' s written agreement to the confidentiality, non-solicitation, and non-disparagement provisions in Article VI during and after the Participant' s employment with the Company; and (iv) to the extent permitted in Section 4.04 of the Plan, execution of a written agreement that authorizes the deduction of amounts owed to the Company prior to the payment of any Severance Benefits (or in accordance with any other schedule as the Committee may, in its sole discretion, determine to be appropriate). If the Company determines, in its sole discretion, that the Participant has not fully complied with any of the terms of the Agreement and/or Release, the Company may deny Severance Benefits not yet in pay status or discontinue the payment of the Participant' s Severance Benefits and may require the Participant, by providing written notice of such repayment obligation to the Participant, to repay any portion of the Severance Benefits already received under the Plan. If the Company notifies a Participant that repayment of all or any portion of the Severance Benefits received under the Plan is required, such amounts shall be repaid within thirty (30) calendar days after the date the written notice is sent. Any remedy under this Section 3.02(a) shall be in addition to, and not in place of, any other remedy, including injunctive relief, that the Company may have. (b) An Eligible Employee will not be eligible to receive Severance Benefits under any of the following circumstances: (i) The Eligible Employee' s Voluntary Resignation;

(ii) The Eligible Employee resigns employment (other than a Good Reason Resignation) before the job-end date specified by the Employer or while the Employer still desires the Eligible Employee' s services;

(iii) The Eligible Employee' s employment is terminated for Cause; (iv) The Eligible Employee voluntarily retires (other than a Good Reason Resignation);


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(v) The Eligible Employee' s employment is terminated due to the Eligible Employee' s death or Permanent Disability;

(vi) The Eligible Employee does not return to work at the end of an approved leave of absence. (vii) The Eligible Employee does not satisfy the Conditions for Severance in Section 3.02(a); (viii) The Eligible Employee continues in employment with the Company or any Subsidiary for more than sixty (60) days following the expiration of the cure period set forth in the last paragraph of Section 2.19 with respect to a Good Reason Resignation; or

(ix) The Eligible Employee' s employment with the Employer terminates as a result of a Change in Control and the Eligible Employee accepts employment, or has the opportunity to continue employment, with a Successor (other than under terms and conditions which would permit a Good Reason Resignation). The payment of Severance Benefits in the circumstances described in this subsection (ix) would result in a windfall to the Eligible Employee, which is not the intention of the Plan. (c) The Plan Administrator has the sole discretion to determine an Eligible Employee' s eligibility to receive Severance Benefits. (d) An Eligible Employee returning from approved military leave during the period beginning 60 days before a Change in Control and ending two years after a Change in Control will be eligible for Severance Benefits if: (i) he/she is eligible for reemployment under the provisions of the Uniformed Services Employment and Reemployment Rights Act (USERRA); (ii) his/her pre-military leave job is eliminated; and (iii) the Employer' s circumstances are changed so as to make reemployment in another position impo
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