Letter Agreement executed March 21, 2018 between Hill-Rom Holdings, Inc. and Richard M. Wagner

March 20, 2018

Richard M. Wagner

2375 Woodstream Way

Enola, Pennsylvania 17025

Dear Rick:

 

I am pleased to offer you the position of Vice President, Controller reporting directly to Steve Strobel, SVP and Chief Financial Officer. This offer is extended to you at a very exciting time in our company’s history, and I am confident that you can make a major contribution to Hill-Rom and help us deliver on our mission: Every day, around the world, we enhance outcomes for patients and their caregivers. With your help, together we can make a real difference in healthcare, and in doing so, create sustainable shareholder value.

 

The specifics of the offer are as follows:

  

This amount will be subject to all federal, state and local withholding requirements and will be paid in accordance with our regular payroll procedures and bi-weekly schedule. Your pay will be direct-deposited according to the banking information you provide.

You will be eligible to participate in the Company’s STIC program. STIC payout is based on achievement of Hill-Rom’s financial objectives as well as your own individual performance objectives. For fiscal year 2018, your STIC payout will be pro-rated based on your start date. You must be employed on the date of payout in order to receive the payment.

You will be eligible to participate in the Company’s LTI Program. Grants are awarded annually and approved in November by the Company’s Board of Directors. You will be eligible for your first full annual LTI award in November 2018.

In order to provide more flexibility for employees to balance their lives, Hill-Rom offers a Paid Time-Off (PTO) program. PTO provides a bank of time that you will use for sick, vacation, or personal reasons. On an annual basis, you will be eligible for 26 days. In your first year of employment, the annual allotment is prorated to your start date. You may begin using this time after 60 days of employment, subject to management approval.

This one-time after-tax cash award is intended to reimburse you for the sign-on award and housing allowance you are required to repay to Cree. The actual after-tax amount of this award will be equal to the amount you are required to repay to Cree and will be paid on the first paycheck after you have provided written verification of Cree’s intent to require actual repayment of these amounts. In calculating the after-tax amount to be provided to you, the award will be grossed up at your applicable marginal tax rate. The

maximum after-tax amount of this award will be $185,000. If you voluntarily terminate employment with Hill-Rom within eighteen (18) months of your start date, or if you are terminated for cause, you will be responsible to repay the gross amount in full.

This one-time cash award is intended to compensate you for the value of outstanding unvested equity awards that you will forfeit that otherwise would have vested in July and September 2018. This award will be paid on the first paycheck after you have completed 60 days of employment. The award will be subject to all regular state, federal and local withholding requirements. If you voluntarily terminate employment with Hill-Rom within eighteen (18) months of your start date, or if you are terminated for cause, you will be responsible to repay this amount in full.

This award is comprised of shares of Restricted Stock Units (RSUs) of Hill-Rom Holdings, Inc. and is intended to compensate you in part for the value of outstanding unvested equity awards that you will forfeit that otherwise would have vested in July and September 2019 and 2020. The number of shares will be determined based on the stock price on your start date. One-third of the sign-on RSU grant will vest on the day after each of the first, second and third anniversary of your start date.  Shortly after your start date, you will be provided with a Hill-Rom Holdings, Inc. stock award agreement providing the terms and additional details regarding your equity award.

In addition to your compensation, you will be eligible to participate in Hill-Rom’s employee benefits program which includes comprehensive health and welfare benefits as well as a retirement plan. These benefits are described in the Benefits at a Glance reference guide (enclosed).

You will receive a health and welfare benefits enrollment packet that will be mailed to your home address. If you do not receive your benefits enrollment packet within two weeks of your start date, please contact our Benefits Center at ###-###-####. Enrollment is required to begin benefits coverage. You will have 31 days from your start date to enroll in your benefits. Your benefit coverage will be effective on your start date.

You will also receive a retirement benefits packet in the mail from Fidelity, our 401(k) record-keeper. You will be automatically enrolled in the 401(k), and you may change your salary deferral and investment elections at any time.

Your employment at Hill-Rom is at will. This offer and your start date are contingent upon successful completion of:

Rick, we are excited to have you join the Hill-Rom team, and we look forward to working with you and the contributions you will make to Hill-Rom.

Sincerely,

/s/ Ken Meyers

SVP, Chief Human Resources Officer

Acceptance:

/s/ Richard M. Wagner

Dated: March 21, 2018