EXHIBIT 10.5 Draft of 7/18/01 VIASYS HEALTHCARE INC. INDEMNIFICATION AGREEMENT This Agreement, made and entered into as of _______________, 2001 (this "Agreement"), between Viasys Healthcare Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • July 18th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
FORViasys Healthcare Inc • October 24th, 2001 • Wholesale-medical, dental & hospital equipment & supplies • Pennsylvania
EXHIBIT 4.1 RIGHTS AGREEMENT DATED NOVEMBER 12, 2001 BY AND BETWEEN VIASYS HEALTHCARE INC.Rights Agreement • November 15th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
EXHIBIT 10.11 EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of the 8th day of June, 2001 by and between Viasys Healthcare Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company"),...Employment Agreement • July 18th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
BETWEENRights Agreement • July 18th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
EXHIBIT 10.17 EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of the 27th day of August, 2001 by and between Viasys Healthcare Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the...Employment Agreement • March 27th, 2002 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
1 EXHIBIT 10.8 EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of the 2nd day of April, 2001 by and among Viasys Healthcare Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company"),...Employment Agreement • July 18th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
VIASYS HEALTHCARE INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2007 • Viasys Healthcare Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT is made and entered into as of May 26th, 2006 (the “Restatement Effective Date”), by and among Viasys Healthcare Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and Gary F. Mathern (the “Executive”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 14th, 2007 • Viasys Healthcare Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 11, 2007, among Cardinal Health, Inc., an Ohio corporation (“Parent”), Eagle Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and VIASYS Healthcare Inc., a Delaware corporation (the “Company”).
3,000,000 Shares of Common Stock VIASYS HEALTHCARE INC. UNDERWRITING AGREEMENT As of June 17, 2003Underwriting Agreement • June 19th, 2003 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
VIASYS Healthcare Inc., a corporation organized and existing under the laws of Delaware (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 3,000,000 shares (the "Firm Shares") of its common stock, par value $0.01 per share (the "Common Stock") and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 450,000 shares (the "Additional Shares") of Common Stock. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares". The Shares are more fully described in the Registration Statement and Prospectus referred to below. Bear, Stearns & Co. Inc. ("Bear Stearns") and J.P. Morgan Securities Inc. ("JPMorgan") are acting as co-lead managers (the "Lead Managers") in connection with the offering and sale of the Shar
VIASYS HEALTHCARE INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2006 • Viasys Healthcare Inc • Surgical & medical instruments & apparatus • Pennsylvania
THIS AGREEMENT is made and entered into as of the 15th day of November, 2006 (the “Restatement Effective Date”), by and among VIASYS Healthcare Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and Randy H. Thurman (the “Executive”).
EXHIBIT 10.2 Draft of 7/18/01 TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (this "Agreement") is entered into as of __________, 2001 between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc., a...Tax Matters Agreement • July 18th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
VIASYS HEALTHCARE INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2003 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS AGREEMENT, is made and entered into as of November 1, 2003, by and among VIASYS Healthcare Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”) and Lori Cross (the “Executive”).
EXHIBIT 10.16 FORM OF EXECUTIVE RETENTION AGREEMENT THIS AGREEMENT by and between VIASYS HEALTHCARE INC., a Delaware corporation (the "Company"), and _________________ (the "Executive") is made as of ****, **** (the "Effective Date"). WHEREAS, the...Executive Retention Agreement • October 24th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
RECITALSPlan and Agreement of Distribution • November 15th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
RECITALSPlan and Agreement of Distribution • September 20th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
EXHIBIT 10.9 VIASYS HEALTHCARE INC. EXECUTIVE RETENTION AGREEMENT THIS AGREEMENT by and between VIASYS HEALTHCARE INC., a Delaware corporation (the "Company"), and Mr. Randy H. Thurman (the "Executive") is made as of April 16, 2001 (the "Effective...Executive Retention Agreement • July 18th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
VIASYS HEALTHCARE INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2004 • Viasys Healthcare Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT, is made and entered into as of June 9, 2003, by and among Viasys Healthcare Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company") and William Murray (the "Executive").
CREDIT AGREEMENT dated as of May 3, 2005 Among VIASYS HEALTHCARE INC., as Borrower, THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, and KEYBANK NATIONAL ASSOCIATION, as a Co-lead Arranger, Sole Book Runner and Administrative Agent and as an LC...Credit Agreement • May 6th, 2005 • Viasys Healthcare Inc • Surgical & medical instruments & apparatus • New York
VIASYS HEALTHCARE INC. CHANGE IN CONTROL EXECUTIVE RETENTION AGREEMENTControl Executive Retention Agreement • June 2nd, 2006 • Viasys Healthcare Inc • Surgical & medical instruments & apparatus • Pennsylvania
THIS AGREEMENT by and between VIASYS Healthcare Inc., a Delaware corporation (the “Company”), and Wesley N. Riemer (the “Executive”) made and entered into as of May 26, 2006 (the “Restatement Effective Date”).
RECITALSTransition Services Agreement • November 15th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
VIASYS HEALTHCARE INC. CHANGE IN CONTROL EXECUTIVE RETENTION AGREEMENTControl Executive Retention Agreement • March 14th, 2006 • Viasys Healthcare Inc • Surgical & medical instruments & apparatus • Pennsylvania
THIS AGREEMENT by and between VIASYS Healthcare Inc., a Delaware corporation (the “Company”), and Scott Hurley (the “Executive”) made and entered into as of September 26, 2005 (the “Effective Date”).
Exhibit 99.4 Execution Copy TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (the "Agreement") is made as of the Distribution Date (as defined in the Distribution Agreement (as defined below)) by and among Thermo Electron Corporation, a Delaware...Tax Matters Agreement • November 15th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
60,000,000 SENIOR MULTI-CURRENCY REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among VIASYS HEALTHCARE INC. and THE BANKS PARTY HERETO and ABN AMRO BANK N.V., as Administrative Agent ABN AMRO INCORPORATED, as Lead Arranger BANK OF AMERICA, N.A.,...Credit Agreement • March 25th, 2003 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
THIS CREDIT AGREEMENT (this "Agreement") is dated May 31, 2002 and is made by and among VIASYS HEALTHCARE INC., a Delaware corporation (the "Borrower"), each of the Guarantors (as hereinafter defined), the BANKS (as hereinafter defined), and ABN AMRO BANK N.V., in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the "Agent") and BANK OF AMERICA, N.A. and KEY CORPORATE CAPITAL INC., as Co-Syndication Agents.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 14th, 2007 • Viasys Healthcare Inc • Surgical & medical instruments & apparatus • Delaware
This Amendment to Rights Agreement dated as of May 11, 2007 (this “Amendment”), between VIASYS Healthcare Inc., a Delaware corporation (“VIASYS”), and American Stock Transfer & Trust Company (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 16, 2005 BY AND AMONG PULMONETIC SYSTEMS, INC. VIASYS HOLDINGS INC. AND VIASYS ACQUISITION SUBSIDIARY ONE INC.Agreement and Plan of Merger • May 17th, 2005 • Viasys Healthcare Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated May 16, 2005 (the “Agreement”), by and among VIASYS Holdings Inc., a Delaware corporation (“Parent”), VIASYS Acquisition Subsidiary One Inc., a Delaware corporation (“Newco”) and Pulmonetic Systems, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein have the meanings ascribed to them in Article VIII.
Re: Confidentiality Agreement (this “Agreement”)Viasys Healthcare Inc • May 23rd, 2007 • Surgical & medical instruments & apparatus • New York
In connection with your consideration of a possible acquisition (the “Transaction”) of VIASYS Healthcare Inc. (the “Company”), you have requested the right to review certain non-public information regarding the Company. In consideration of, and as a condition to, furnishing you with such information and any other information (whether in oral or written form, electronically stored or otherwise) delivered to you by us or any of our affiliates, directors, officers, employees, advisors, agents, representatives or “controlling persons” (within the meaning of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (such persons for either you or the Company being herein referred to collectively as “Representatives”) in connection with your consideration of a Transaction (such information being herein referred to as “Evaluation Material”), the Company hereby requests your agreement as follows:
FORM OF PLAN AND AGREEMENT OF DISTRIBUTIONForm of Plan and Agreement • September 15th, 2000 • Thermo Biomedical Inc • Delaware
RECITALSTransition Services Agreement • September 20th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
VIASYS HEALTHCARE INC. AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • March 25th, 2003 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS AGREEMENT by and between VIASYS Healthcare Inc., a Delaware corporation (the "Company"), and Mr. Randy H. Thurman (the "Executive") made and entered into as of April 16, 2001 (the "Effective Date") is hereby amended and restated as of November 19, 2002 in the form set forth below.
SHARE SALE AGREEMENTViasys Healthcare Inc • March 17th, 2005 • Surgical & medical instruments & apparatus
The Purchaser intends to purchase all of the Shares (as defined in this agreement) in the Company (as defined in this agreement) from the Sellers and the Company owns the entire issued share capital of each of its Subsidiaries (as defined in this agreement).
RECITALSTransition Services Agreement • October 24th, 2001 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
VIASYS HEALTHCARE INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2003 • Viasys Healthcare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS AGREEMENT, made and entered into as of the 2nd day of April, 2001, and amended on September 24, 2001, by and among VIASYS Healthcare Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company") and Randy H. Thurman (the "Executive") is hereby amended and restated as of November 19, 2002 in the form set forth below.
