Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Form 10-K 58 296K
2: EX-10.J Installment Option Purchase Agreement W/ Hirsch 2 11K
3: EX-11 Statement Re Computation of Per Share Earnings 1 8K
4: EX-12 Statement of Computation of Ratio of Earnings 2± 10K
5: EX-21 Subsidiaries of the Registrant 1 9K
6: EX-27 Financial Data Schedule 1 7K
EX-10.J — Installment Option Purchase Agreement W/ Hirsch
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EXHIBIT 10(j)
May 18, 1994
Mr. Leon C. Hirsch
83 Red Coat Road
Westport, CT 06880
Re: Amendment No. 3 to Installment
Option Purchase Agreement
Dear Mr. Hirsch:
The Compensation/Option Committee of the Board of Directors of United
States Surgical Corporation has approved, and requests that you consider,
amendments to your present Installment Option Purchase Agreement dated
September 10, 1984, as amended pursuant to letter agreements dated May 30, 1986
and June 16, 1989 (as amended, the "Agreement"). Should you agree with the
terms hereof, and so indicate by affixing your signature below, the Agreement
will be further modified, effective as of May 18, 1994 (the "Effective Date")
as follows:
1. Sections 1 and 5 of the Agreement are amended to provide that the
option price shall be paid in full on or before July 5, 1994. The Common Stock
to which the Agreement relates will, on payment, be fully paid in accordance
with Section 3 of the Agreement.
2. Section 6 of the Agreement is amended to provide that the
outstanding interest accrued through the date on which the option price is paid
(the "Original Interest") shall be payable as follows: the Original Interest
attributable to the remaining portion of the first installment of the original
option price on or before May 10, 1995, one-half of the remaining (after the
May 10, 1995 payment) portion of the Original Interest on or before May 10,
1997, and the final balance of the Original Interest on or before May 10, 1999.
Section 6 of the Agreement is further amended to provide for payment of
interest on the Original Interest outstanding, with respect to payments made
more than three (3) years, but not more than nine (9) years, after the date on
which the option price is paid, at an interest rate of 6.33 percent compounded
semiannually (the mid-term applicable federal rate as of the Effective Date),
and, with respect to payments made within three (3) years after the payment
date, at an interest rate of 4.88 percent compounded semiannually (the
short-term applicable federal rate as of the Effective Date), in accordance
with Internal Revenue Service regulations. As provided in Section 6 of the
Agreement, at the time such interest becomes due, the Company will pay to you
as a bonus while you are an employee of the Company or one of its affiliates an
amount equal to 100 percent of the interest. Each such bonus will be reflected
on your Form W-2 for the year in which the bonus is paid and would be subject
to applicable withholding.
3. The amendments to the Agreement as set forth herein are requested
by the Company in order to secure early payment of the option price. In order
to place you in substantially the same position had the Agreement remained
unmodified, the Company will reimburse you, as an annual bonus, for the
interest charges and out of pocket expenses on a third party loan to you of
funds borrowed to pay the option price, to the extent of interest attributable
to amounts equal to the principal as scheduled to be repaid under the Agreement
prior to these amendments; and provided that the initial interest rate shall be
less than 9.47 percent per annum. Each such bonus will be reflected on your
Form W-2 for the year in which the bonus is paid and would be subject to
applicable withholding.
Mr. Leon C. Hirsh Page Two
May 18, 1994
4. Except as otherwise provided herein, all terms and conditions of
the Agreement will remain in full force and effect.
Very truly yours,
Accepted and Agreed UNITED STATES SURGICAL CORPORATION
By: By:
Leon C. Hirsch Senior Vice President and General Counsel
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 5/10/99 | | 1 |
| | 5/10/97 | | 1 |
| | 5/10/95 | | 1 |
| Filed on: | | 2/8/95 |
| For Period End: | | 12/31/94 |
| | 7/5/94 | | 1 |
| | 5/18/94 | | 1 | | 2 | | | DEF 14A |
| List all Filings |
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