that this letter and your Employee Agreement constitute the only agreements

 

                                                                EXHIBIT 10(m)
                                                                -------------

                                       January 30, 1996

Mr. Howard M. Rosenkrantz
150 Glover Avenue
Norwalk, CT 06856

Dear Howard:

In consideration for your commitment to remain in your present position until at
least April 1, 1997, the Compensation/Option Committee of the Board of Directors
has approved the agreement set out below. That agreement will become effective
if and when, within the next 30 days, you sign and return a copy of this letter
to me.

Subject to the foregoing, United States Surgical Corporation (the "Company") and
you agree as follows:

A. Benefits. The Company shall provide you with the separation benefits
described below, if (i) you retire from your employment with the Company at
anytime during the month of April of 1997, and, (ii) upon retirement, you sign
and deliver to the Company a release in the form of Paragraph B below, dated as
of your retirement date.

         1. Payment. The Company shall make 12 equal monthly payments to
you, equal in the aggregate to 12 months of your base annual salary (excluding
bonus), beginning one month following the effective date of your retirement.

         2. Tax Services. The Company shall continue to provide services
by Deloitte & Touche to you in accordance with the Company's program of
Executive Financial Planning, as in effect on the effective date of your
retirement, until the later of the filing of your tax return for income received
during the year in which you retire, or April 15, of the following year.

         3. Stock Options. Subject to any other limitations imposed by
law, the Company shall allow stock options granted by it to you to vest and be
exercisable in accordance with their terms as follows: (a) if the stock options
were granted to you prior to the date I receive your signed copy of this letter
(the "Receipt Date"), and their exercise price is lower than the closing market
price of the stock as of the Receipt Date, such stock options would vest and be
exercisable until the effective date of your retirement (your "Retirement
Date"), and, insofar as such options were vested as of your Retirement Date, to
be exercisable until the earlier of the date the options would have expired had
you remained an employee of the Company or six months after your

January 30, 1996
Page -2-

Retirement Date, or (b) if the stock options were granted to you prior to the
Receipt Date, and their exercise price is equal to or more than the closing
market price of the stock as of the Receipt Date, or, if the stock options are
granted to you upon or after the Receipt Date, such stock options would vest and
be exercisable until the earlier of the date the options would have expired had
you remained an employee of the Company or three years after your Retirement
Date.

         4. Insurance. If you elect COBRA continuation coverage under
the United States Surgical Corporation Executive Medical Plan, the Company shall
pay the COBRA premiums on your behalf for COBRA coverage for 12 months;
provided, however, that, in any event, the Company-paid COBRA coverage will end
on the date on which you first become employed by another employer. At the end
of such period, you may continue COBRA coverage for the remainder of the
applicable COBRA period at your own expense. In addition, the Company shall pay
the premiums on your behalf for continuation, for 12 months from the effective
date of your retirement, of the United States Surgical Corporation Executive
Life Insurance Plan.

B. Release. You hereby release and discharge the Company and its
subsidiaries and divisions, and their respective directors, officers and
employees from any and all claims and liabilities of whatsoever kind and nature
existing as of or prior to your execution and return of a copy of this letter,
whether or not related to your employment with the Company, including without
limitation claims of discrimination based upon sex, race, age, nationality,
disability or veteran status, and claims arising under the Age Discrimination in
Employment Act of 1967, but excluding claims arising out of the performance of
the Company of its agreements contained in this letter. You also hereby waive
any right to file, or participate in, any charges or complaints relating to any
of the foregoing claims and liabilities, insofar as such waiver is legally
permissible.

C. Non-Compete and Confidentiality. You acknowledge your continuing
obligations to comply, during and after your employment, with the terms of your
Employee Agreement Regarding Confidential Information, Inventions and
Conflicting Employment (the "Employee Agreement"), including without limitation
the covenant not to compete, the covenant not to disclose confidential
information, and the employee inventions disclosure provision. You further agree
that this letter and your Employee Agreement constitute the only agreements
between you and the Company or any of its subsidiaries, and may only be amended
by a written agreement signed by you and an authorized officer of the Company.
Notwithstanding any inability to find non-competitive employment during the 12
months following your retirement, the Company shall have no obligation to make
any payments to you in addition to those made pursuant to Paragraph A above, and
your covenant not to compete shall, nonetheless, remain in full force and
effect. Contrary language contained in your Employee Agreement is hereby amended
accordingly.

D. Breach. You agree that, if you breach any of the above agreements or any
agreements contained in the Employee Agreement, or if you challenge the release

January 30, 1996
Page -3-

contained in paragraph B above, the Company may terminate any benefits provided
or to be provided to you in connection with this letter, and require you to
return to the Company all moneys paid by it to you or on your behalf in
connection with this letter.

E. Entire Agreement; Governing Law and Courts. You agree that this
letter constitutes the only agreement between you and the Company or any of its
subsidiaries, and may only be amended by a written agreement signed by you and
an authorized officer of the Company. The terms of this letter shall be governed
by and construed in accordance with the laws of the State of Connecticut,
without regard to any conflict of laws rules which might result in the
application of the law of another jurisdiction. You and the Company hereby
irrevocably agree that, other than a legal action brought by the Company in
connection with any breach of your obligations under the Employee Agreement, any
legal action with respect to any dispute between you and the Company or any of
its directors, officers or employees relating in any way to this letter or your
employment with the Company shall be brought solely before a State or Federal
court located in Connecticut.

If you accept and are in agreement with the foregoing, please so indicate by
signing below on the attached copy of this letter, and returning the same to me.

                                            Very truly yours,

                                            Thomas R. Bremer
                                            Senior Vice President
                                            and General Counsel

ACCEPTANCE AND AGREEMENT 
By signing below, I hereby acknowledge that
I have read and understood, and voluntarily
accept and agree to, the terms and
conditions contained in this letter.

- ----------------------------------------
Howard M. Rosenkrantz

Date: 

Basic Info X:

Name: that this letter and your Employee Agreement constitute the only agreements
Type: Agreements
Date: Jan. 30, 1996
Company: UNITED STATES SURGICAL CORP
State: Delaware

Other info:

Date:

  • April 1 , 1997
  • the month of April of 1997
  • April 15
  • January 30 , 1996

Organization:

  • Glover Avenue Norwalk
  • CompensationOption Committee of the Board of Directors
  • Deloitte & Touche
  • Executive Financial Planning
  • United States Surgical Corporation Executive Life Insurance Plan
  • the State of Connecticut

Location:

  • Connecticut

Person:

  • Thomas R. Bremer
  • Howard M. Rosenkrantz