COVIDIEN SUPPLEMENTAL SAVINGS
AND RETIREMENT PLAN
Adopted by Tyco Healthcare Group LP
as of June 29, 2007
TABLE OF CONTENTS
Supplemental Savings and Retirement Plan
Benefits Under the Tyco SSRP and the Plan
Deferred Compensation Plan
Transferred Participant Elections under the Tyco SSRP
Compliance with Code Section 409A
Base Salary Deferral
Bonus Compensation Deferral
Change of Control
Enrollment and Payment Agreement
Maximum Matching Percentage
Year of Service
ELIGIBILITY FOR PARTICIPATION
BASIC DEFERRAL PARTICIPATION
Election to Participate
Amount of Deferral Election
Period of Commitment
Change of Status
Vesting of Compensation Deferrals
SPILLOVER PARTICIPATION/MATCHING, COMPANY AND DISCRETIONARY CREDITS
Vesting of Matching, Company and Discretionary Credits
Establishment of Account
Earnings (or Losses) on Account
Valuation of Account
Statement of Account
Payments from Account
PAYMENTS TO PARTICIPANTS
Change in Election
Death or Disability Benefit
Valuation of Payments
Effect of Payment
Filing a Claim
Appeal of Denied Claims
Claim Limitation Period.
Discretion of the Plan Administrator
Inability to Locate Participant or Beneficiary
Designation of Beneficiary
No Contract of Employment
No Limitation on Company Actions
Obligations to Company
No Liability for Action or Omission
Nonalienation of Benefits
Liability for Benefit Payments
Unfunded Status of Plan
Forfeiture for Cause
Severability of Provisions
Headings and Captions
Gender, Singular and Plural
Amendment and Termination
Delay of Payment for Specified Employees
Special Rule Regarding Election Changes in 2005, 2006 and 2007
COVIDIEN SUPPLEMENTAL SAVINGS AND
1.1 Supplemental Savings and Retirement Plan . The name of this plan is the Covidien Supplemental Savings and Retirement Plan. The
Plan is effective as of and contingent upon the Separation and was created as a spin-off from and a continuation of the Tyco Supplemental Savings and Retirement Plan ("Tyco SSRP") with respect to the Accounts of certain Participants who are aligned
with the Tyco Healthcare business unit in conjunction with the separation of Covidien Ltd. and its underlying subsidiaries from the Tyco International Ltd. controlled group of corporations (the "Separation"). This Separation results from a transaction
whereby the public shareholders of Tyco International Ltd. ("TIL") will be issued stock dividends consisting of the common stock of Tyco Electronics Ltd. and Covidien Ltd., as described in Forms 10 filed with the SEC by Tyco Electronics Ltd. and
Covidien Ltd. on January 18, 2007. The Plan was also created to provide certain of the key employees of the Company and the key employees of its parents, subsidiaries and affiliates with the ability to defer receipt of compensation that would otherwise
be payable to them and to make up for amounts that could not be contributed on their behalf as matching contributions under the Covidien Retirement Savings and Investment Plan due to certain restrictions applicable under the Internal Revenue Code of 1986,
1.2 Benefits Under the Tyco SSRP and the Plan . With respect to each Participant (or Beneficiary, as applicable) who participated in the Tyco SSRP prior
to the Separation and who was aligned with the Tyco Healthcare business unit, Tyco International Management Company shall transfer from the Tyco SSRP to such Participant92s or Beneficiary92s Account under the Plan an amount equal to the value of the
notional accounts credited to the Participant or Beneficiary under the Tyco SSRP immediately prior to such transfer. The transfer of the value of such notional accounts pursuant to this paragraph shall be in lieu of maintaining such credits and liabilities
under the Tyco SSRP and such transfer shall occur as of, and is contingent upon, the Separation.
Benefits for any Participant or Beneficiary that were credited under the Tyco SSRP prior to the Effective Date and which were transferred to this Plan will be determined in accordance with the provisions of the Tyco SSRP, but paid in accordance
with this Plan, unless modifications to such transferred benefits are specifically provided by a subsequent amendment to this Plan. Benefits credited on and after the Effective Date shall be determined in accordance with the provisions of this Plan.
1.3 Deferred Compensation Plan . The Company intends that the Plan shall at all times be maintained on an unfunded basis for federal income tax purposes
under the Code, and administered as a non-qualified, "top hat" plan exempt from the substantive requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The provisions of this Plan shall apply to Base Salary
Compensation Deferrals, Spillover Deferrals, Matching Credits, Company Credits and Discretionary Credits and to any earnings credited thereon.
1.4 Transferred Participant Elections under the Tyco SSRP . The Accounts of Participants and Beneficiaries that are transferred to
the Plan from the Tyco SSRP in conjunction with the Separation ("Transferred Participants") shall be subject to certain special terms and conditions as follows:
(a) Beneficiary Designation . Absent an affirmative election to the contrary, a Transferred Participant92s election to designate
a beneficiary(ies) under the Tyco SSRP shall be deemed to be an election to designate the same beneficiary(ies) under the Plan.
(b) Enrollment and Payment Agreement . A Transferred Participant92s Enrollment and Payment Agreement under the Tyco SSRP prior to the Effective Date (i)
shall be deemed to be an election to make Compensation Deferrals under the Plan, (ii) shall be deemed to be an election as to the timing and form of distribution for amounts relating to the applicable Enrollment and Payment Agreement, and (iii) shall
be deemed to be an election to allocate his or her Account to certain Measurement Funds under the Plan, as provided in Section 7.2 of the Plan.
(c) Deferral Elections for 2007 . Irrevocable Compensation Deferral elections made under the Tyco SSRP for the 2007 Plan Year shall be deemed to be elections
to make irrevocable Compensation Deferrals under the Plan for the 2007 Plan Year.
1.5 Compliance with Code Section 409A . The terms of this Plan are intended to, and shall be interpreted and applied so as to, comply
in all respects with the provisions of Code Section 409A and regulations and rulings thereunder.
For ease of reference, the following definitions will be used in the Plan:
2.1 Account . "Account" means the bookkeeping account maintained on the books of the Company used solely to calculate the amount payable to each Participant
who defers Compensation under this Plan or is otherwise entitled to a benefit under Article VI and shall not constitute a separate fund of assets. The term " Account" includes the value of amounts
transferred from the Tyco SSRP in conjunction with the Separation.
2.2 Affiliated Company . "Affiliated Company" shall mean. (a) a corporation which, together with the Company, is a member of a controlled group of
corporations (as defined in Section 414(b) of the Code), (b) a trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with Covidien, (c) a corporation, partnership or other entity which,
Covidien, is a member of an affiliated service group (as defined in Section 414(m) of the Code), or (d) an organization which is required to be aggregated
with Covidien pursuant to regulations promulgated under Section 414(o) of the Code.
2.3 Base Salary . "Base Salary" means the annual rate of base salary paid to each Participant as of any date of reference before
any reduction for any amounts deferred by the Participant pursuant to Section 401(k) or Section 125 of the Code, or pursuant to this Plan or any other non-qualified plan which permits the voluntary deferral of compensation.
2.4 Base Salary Deferral . "Base Salary Deferral" means that portion of Base Salary as to which a Participant has made an election to defer receipt
pursuant to Article V.
2.5 Beneficiary(ies) . "Beneficiary" or "Beneficiaries" means the person or persons designated by the Participant to receive payments under
this Plan in the event of the Participant92s death as provided in Section 10.3.
2.6 Board . "Board" means the Board of Directors of Covidien.
2.7 Bonus Compensation . "Bonus Compensation" means any annual performance-based cash bonus or incentive compensation payable to a Participant as
of any date of reference before any reduction for any amounts deferred by the Participant pursuant to Section 401(k) or Section 125 of the Code, or pursuant to this Plan or any other non-qualified plan which permits the voluntary deferral of compensation.
Bonus Compensation shall not include any special or one-time bonus payment or any amount paid under any equity incentive plan.
2.8 Bonus Compensation Deferral . "Bonus Compensation Deferral" means that portion of Bonus Compensation as to which a Participant has made an election
to defer receipt pursuant to Article V.
2.9 Cause . "Cause" means a Participant92s (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 Plan Administrator, 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).
2.10 Change of Control . "Change of Control" means any of the following events:
(a) any "person" (as defined in Sections 13(d) and 14(d) of the Exchange Act), excluding for this purpose (i) Covidien or any subsidiary
company (wherever incorporated) of Covidien as defined by Section 86 of the
Companies Act 1981 of Bermuda, as amended (a "Subsidiary") and (ii) any employee benefit plan of Covidien or any Subsidiary (or any person or entity
organized, appointed or established by Covidien for or pursuant to the terms of any such plan that acquires beneficial ownership of voting securities of Covidien), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act) directly or indirectly of securities of Covidien representing more than 30% of the combined voting power of Covidien92s then-outstanding securities; provided, however, that no Change of Control will be deemed to have occurred as a result of a change
in ownership percentage resulting solely from an acquisition of securities by Covidien;
(b) persons who, as of the Amendment 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 Covidien subsequent
to the Amendment Effective Date shall be considered an Incumbent Director if such person92s election or nomination for election was approved by a vote of at least 50% 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 Sections
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;
(c) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80% of the assets of Covidien (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 Covidien immediately
prior to such Business Combination beneficially own directly or indirectly more than 50% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company
resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns Covidien or all or substantially all of Covidien92s 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 Covidien; or
(d) approval by the stockholders of Covidien of a complete liquidation or dissolution of Covidien.
2.11 Code . "Code" means the Internal Revenue Code of 1986, as amended (and any regulations thereunder).
2.12 Company . "Company" means Tyco Healthcare Group LP, a Delaware limited
partnership, and its parents, subsidiaries, affiliates and successors (excluding any parent, subsidiary or affiliate that has not been approved by the Company for participation in this Plan). Where the context so requires, "Company" used in reference
to a Participant means the specific entity that is part of the Company as defined herein that employs the Participant at any relevant time.
2.13 Company Credit . "Company Credit" means an amount credited by the Company for the benefit of a Participant pursuant to Section 6.3.
2.14 Compensation . "Compensation" means an Eligible Employee92s (i) Base Salary as in effect from time to time during a Plan Year, (ii) Commission Compensation
earned during a Plan Year and (iii) Bonus Compensation earned for an applicable Fiscal Year. For purposes of determining a Participant92s Company Credits under Section 6.3 and Discretionary Credits under Section 6.4 for any Plan Year, Compensation
shall include only Base Salary, Bonus Compensation and Commission Compensation actually paid to the Participant during such Plan Year. Moreover, for purposes of Spillover Deferral elections under Section 6.1, Compensation shall not include Commission
Compensation. In no event shall any of the following items be treated as Compensation hereunder: (i) payments from this Plan or any other Company nonqualified deferred compensation plan; (ii) income from the exercise of nonqualified stock options or
from the disqualifying disposition of incentive stock options, or realized upon vesting of restricted stock or the delivery of shares in respect of restricted stock units (or other similar items of income related to equity compensation grants or exercises);
(iii) reimbursement for moving expenses or other relocation expenses; (iv) mortgage interest differentials; (v) payment for reimbursement of taxes; (vi) international assignment premiums, allowances or other reimbursements; or (vii) any other payments
as determined by the Plan Administrator in its sole discretion.
2.15 Compensation Deferral . "Compensation Deferral" means that portion of Compensation as to which a Participant has made an annual irrevocable election to defer
receipt pursuant to Article V or Section 6.1. A Participant92s Compensation Deferral may consist of Base Salary Deferrals, Bonus Compensation Deferrals, Spillover Deferrals, or a combination thereof, as applicable to the Participant.
2.16 Covidien . "Covidien" means Covidien Ltd., a Bermuda corporation.
2.17 Disability . "Disability" means that a Participant either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less than 12 months, is receiving (and has received for at least three months) income replacement benefits under any Company-sponsored disability benefit plan. A Participant who
has been determined to be eligible for Social Security disability benefits shall be presumed to have a Disability as defined herein.
2.18 Discretionary Credit . "Discretionary Credit" means any amount credited
to a Participant92s Account under Section 6.4.
2.19 Effective Date . "Effective Date" means the original effective date of the Plan, which is as of and contingent upon the Separation.
2.20 Eligible Employee . "Eligible Employee" for all purposes under this Plan other than eligibility for a Company Credit under Section 6.3 includes any employee
of the Company who is (i) a U.S. citizen or a resident alien permanently assigned to work in the United States, (ii) paid on the United States payroll (other than Puerto Rico), (iii) either (a) subject to the requirements of Section 16(a) of the Exchange
Act, (b) included in career bands 1-3 of the Company92s pay scale, or (c) included in career band 4 of the Company92s pay scale and nominated by the Company for participation in this Plan, (iv) paid a Base Salary for a relevant Plan Year that exceeds
the "highly compensated employee" dollar threshold under Code Section 414(q)(1)(B) for such year and (v) has management responsibility. Solely for purposes of determining eligibility for Company Credits under Section 6.3, "Eligible Employee"
includes any employee of the Company who meets the requirements set forth in (i) and (ii) above and who, for a relevant Plan Year, is paid Compensation in excess of the limitation on includible compensation under Section 401(a)(17) of the Code. Notwithstanding
the foregoing, employees eligible to participate in any "Non-U.S. Covidien Retirement Plan" shall not be Eligible Employees for purposes of the Plan. A " Non-U.S. Covidien Retirement Plan"
is defined as any pension or retirement plan, program or scheme established outside the United States of America that is either sponsored by a non-US Covidien Affiliated Company or is mandated by a governmental body or under the terms of a bargaining
agreement and shall include any termination or retirement indemnity program and the national social security arrangements in Italy, Portugal and Spain, but shall exclude national social security arrangements in any other country.
2.21 Enrollment and Payment Agreement . "Enrollment and Payment Agreement" means the authorization form that an Eligible Employee files with the Plan Administrator
to elect a Compensation Deferral under the Plan for a Plan Year, and/or to elect the timing and form of distribution for Company Credits or Discretionary Credits for a Plan Year. An Enrollment and Payment Agreement may be filed in any form so designated
by the Plan Administrator, including electronically.
2.22 Exchange Act . "Exchange Act" means the Securities Exchange Act of 1934, as amended.
2.23 Fiscal Year . "Fiscal Year" means the Company92s fiscal year, which is the 52- or 53-week period ending on the last Friday of each September.
2.24 In-Service Payment . "In-Service Payment" has the meaning set forth in Section 8.1.
2.25 Matching Credit . "Matching Credit" means an amount credited to a Participant92s Account under Section 6.2.
2.26 Maximum Matching Percentage . "Maximum Matching Percentage" for any
Plan Year means the maximum matching contribution percentage available under the RSIP for such Plan Year for an individual who has the same Years of Service as the Participant (disregarding any limit on the amount of matching contributions to the RSIP
imposed as a result of the operation of the limitations in Section 401(a)(17), Section 402(g) or Section 415(c) of the Code).
2.27 Measurement Funds . "Measurement Funds" means one or more of the independently established funds or indices that are identified by the Plan Administrator.
These Measurement Funds are used solely to calculate the earnings that are credited to each Participant92s Account(s) in accordance with Article VII below, and do not represent any beneficial interest on the part of the Participant in any asset or other
property of the Company. The determination of the increase or decrease in the performance of each Measurement Fund shall be made by the Plan Administrator in its reasonable discretion. Measurement Funds may be replaced, new funds may be added, or
both, from time to time in the discretion of the Plan Administrator; provided that if the Measurement Funds hereunder correspond with funds available for investment under the RSIP, then, unless the Plan Administrator otherwise determines in its discretion,
any addition, removal or replacement of investment funds under the RSIP shall automatically result in a corresponding change to the Measurement Funds hereunder.
2.28 Participant . "Participant" means any employee who satisfies the eligibility requirements and has an Account set forth in Article IV or a former employee
who has an Account that is not fully distributed. In the event of the death or incompetency of a Participant, the term means his or her personal representative or guardian.
2.29 Plan . "Plan" means this Plan, entitled the Covidien Supplemental Savings and Retirement Plan, as amended from time to time hereafter.
2.30 Plan Administrator . "Plan Administrator" means the Retirement Administrative Committee appointed in accordance with the Covidien Ltd. Governance Structure
to manage and administer the Plan (or, where the context so requires, any delegate of the Plan Administrator).
2.31 Plan Year . "Plan Year" means the 12 month period beginning on each January 1 and ending on the following December 31.
2.32 Responsible Company . "Responsible Company" has the meaning assigned to that term in Section 10.9.
2.33 Retirement . "Retirement" means termination of Company employment (other than