Medvest Holdings Corp Sample Contracts

Medvest Holdings Corp – Smiths Medical Holdco Limited London NW 11 8DS (April 12th, 2005)

I am excited on behalf of Smiths Medical Holdco Limited (the “Company”) to have the opportunity to work with you following the proposed transaction. The purpose of this letter is to set out the terms upon which we have agreed for your employment with Medex, Inc. (“Medex”) to continue following the closing (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 5 2004 (the “Merger Agreement”), by and among the Company, Forest Acquisition Corp., an Ohio corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), MedVest Holdings Corporation, an Ohio corporation, (“MedVest”), each of the individual stockholders of the Company signatories to the Merger Agreement, and OEP MedVest LLC, a Delaware limited liability company, as representative on behalf of the stockholders of MedVest. Effective as of the Closing, this letter shall amend the Severance and Non-Compete Agreement dated as of May 21, 2003 (as amended, the “Agreement”) b

Medvest Holdings Corp – Smiths Medical Holdco Limited (April 12th, 2005)

I am excited on behalf of Smiths Medical Holdco Limited (the “Company”) to have the opportunity to work with you following the proposed transaction. The purpose of this letter is to set out the terms upon which we have agreed for your employment with Medex, Inc. (“Medex”) to continue following the closing (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 5, 2004 (the “Merger Agreement”), by and among the Company, Forest Acquisition Corp., an Ohio corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), MedVest Holdings Corporation, an Ohio corporation, (“MedVest”), each of the individual stockholders of the Company signatories to the Merger Agreement, and OEP MedVest LLC, a Delaware limited liability company, as representative on behalf of the stockholders of MedVest. Effective as of the Closing, this letter shall amend the Severance and Non-Compete Agreement dated as of May 21, 2003 (as amended, the “Agreement”)

Medvest Holdings Corp – Smiths Medical Holdco Limited London NW 11 8DS (April 12th, 2005)

I am excited on behalf of Smiths Medical Holdco Limited (the “Company”) to have the opportunity to work with you following the proposed transaction. The purpose of this letter is to set out the terms upon which we have agreed for your employment with Medex, Inc. (“Medex”) to continue following the closing (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 5, 2004 (the “Merger Agreement”), by and among the Company, Forest Acquisition Corp., an Ohio corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), MedVest Holdings Corporation, an Ohio corporation, (“MedVest”), each of the individual stockholders of the Company signatories to the Merger Agreement, and OEP MedVest LLC, a Delaware limited liability company, as representative on behalf of the stockholders of MedVest. Effective as of the Closing, this letter shall amend the Severance and Non-Compete Agreement dated as of May 21, 2003 (as amended, the “Agreement”)

Medvest Holdings Corp – SERVICE AGREEMENT entered into by and between Medex GmbH (April 12th, 2005)

On the date of execution of this Agreement Dr. Landsberg is appointed managing director of the Company. To the extent as provided below in Article 9.1, this Agreement shall regulate the employment relationship between the Company and Dr. Landsberg.

Medvest Holdings Corp – Smiths Medical Holdco Limited London NW 11 8DS (April 12th, 2005)

I am excited on behalf of Smiths Medical Holdco Limited (the “Company”) to have the opportunity to work with you following the proposed transaction. The purpose of this letter is to set out the terms upon which we have agreed for your employment with Medex, Inc. (“Medex”) to continue following the closing (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 5, 2004 (the “Merger Agreement”), by and among the Company, Forest Acquisition Corp., an Ohio corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), MedVest Holdings Corporation, an Ohio corporation, (“MedVest”), each of the individual stockholders of the Company signatories to the Merger Agreement, and OEP MedVest LLC, a Delaware limited liability company, as representative on behalf of the stockholders of MedVest. Effective as of the Closing, this letter shall amend the Severance and Non-Compete Agreement dated as of May 21, 2003 (as amended, the “Agreement”)

Medvest Holdings Corp – 2001 STOCK OPTION PLAN (February 13th, 2004)

Exhibit 10.13 MEDVEST HOLDINGS CORPORATION 2001 STOCK OPTION PLAN 1.00 PURPOSE This Plan is intended to foster and promote the long-term financial success of the Company and to materially increase shareholder value by providing for the acquisition of an ownership interest in the Company by Employees and Eligible Directors, and enabling the Company to attract and retain the services of outstanding Employees and Eligible Directors upon whose judgment, interest and special efforts the successful conduct of the Company's operations is largely dependent. 2.00 DEFINITIONS When used in this Plan, the following terms will have the meanings given to them in this section unless another meaning is expressly provided elsewhere in this document. When applying these definitions, the form of any term or word

Medvest Holdings Corp – EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (February 13th, 2004)

Exhibit 4.4 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of May 21, 2003 among Medex, Inc., The Subsidiary Guarantors from time to time party hereto, MedVest Holdings Corporation, and Lehman Brothers Inc., on behalf of the Initial Purchasers EXCHANGE AND REGISTRATION RIGHTS AGREEMENT This Exchange and Registration Rights Agreement (this "AGREEMENT") is made and entered into as of May 21, 2003 by and among Medex, Inc., an Ohio corporation (the "COMPANY"), the Subsidiary Guarantors (as defined herein), the Parent Guarantor (as defined herein) and Lehman Brothers Inc. on behalf of Wachovia Securities, Inc. and Banc One Capital Markets, Inc. (collectively, the "IN

Medvest Holdings Corp – SEVERANCE AND NON-COMPETE AGREEMENT (February 13th, 2004)

Exhibit 10.10 MEDEX, INC. SEVERANCE AND NON-COMPETE AGREEMENT This SEVERANCE AND NON-COMPETE AGREEMENT (this "AGREEMENT") is made as of May 21, 2003, by and between Medex, Inc., an Ohio corporation (the "COMPANY"), and Ralph Dickman, Jr. (the "EXECUTIVE"). RECITALS WHEREAS, the Company desires to continue the employment the Executive, and the Executive desires to remain employed by the Company, in accordance with terms and conditions set forth herein; WHEREAS, during the course of such employment, the Executive will participate in the development of, and will be privy to, proprietary and confidential information of MedVest Holdings Corporation ("MEDVEST"), the Company and its Subsidiaries (collectively, the "MEDVEST ENTITIES" and, individually, an "MEDVEST ENTITY"), including without limitation, trade s

Medvest Holdings Corp – SEVERANCE AND NON-COMPETE AGREEMENT (February 13th, 2004)

Exhibit 10.7 MEDEX, INC. SEVERANCE AND NON-COMPETE AGREEMENT This SEVERANCE AND NON-COMPETE AGREEMENT (this "AGREEMENT") is made as of May 21, 2003, by and between Medex, Inc., an Ohio corporation (the "COMPANY"), and Dominick A. Arena (the "EXECUTIVE"). RECITALS WHEREAS, the Company desires to continue the employment the Executive, and the Executive desires to remain employed by the Company, in accordance with terms and conditions set forth herein; WHEREAS, during the course of such employment, the Executive will participate in the development of, and will be privy to, proprietary and confidential information of MedVest Holdings Corporation ("MEDVEST"), the Company and its Subsidiaries (collectively, the "MEDVEST ENTITIES" and, individually, an "MEDVEST ENTITY"), including without limitation, trade s

Medvest Holdings Corp – REGISTRATION AGREEMENT (February 13th, 2004)

Exhibit 10.3 MEDVEST HOLDINGS CORPORATION REGISTRATION AGREEMENT THIS AGREEMENT (this "AGREEMENT") is made as of May 21, 2003, by and among MedVest Holdings Corporation, an Ohio corporation (the "COMPANY"), OEP MedVest LLC, a Delaware limited liability company ("OEP"), each of the Persons party hereto listed on the SCHEDULE OF INVESTORS attached hereto (collectively such Persons are hereinafter referred to as the "INVESTORS"). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in SECTION 8 hereof. WHEREAS, the parties hereto desire to enter into this Agreement to, among other things, establish the registration rights of the Registrable Securities. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency o

Medvest Holdings Corp – SEVERANCE AND NON-COMPETE AGREEMENT (February 13th, 2004)

Exhibit 10.8 MEDEX, INC. SEVERANCE AND NON-COMPETE AGREEMENT This SEVERANCE AND NON-COMPETE AGREEMENT (this "AGREEMENT") is made as of May 21, 2003, by and between Medex, Inc., an Ohio corporation (the "COMPANY"), and Dr. Georg Landsberg (the "EXECUTIVE"). RECITALS WHEREAS, the Company desires to continue the employment of the Executive with Medex Medical Holding GmbH ("GmbH"), and the Executive desires to remain employed by GmbH, in accordance with terms and conditions set forth herein; WHEREAS, during the course of such employment, the Executive will participate in the development of, and will be privy to, proprietary and confidential information of MedVest Holdings Corporation ("MEDVEST"), the Company and its Subsidiaries (collectively, the "MEDVEST ENTITIES" and, individually, an "MEDVEST ENTITY")

Medvest Holdings Corp – Page ---- ARTICLE I DEFINITIONS................................................ ......................1 Section 1.1 DEFINED TERMS...........................................................1 Section 1.2 OTHER DEFINITIONAL PROVISIONS..........................................32 Section 1.3 ACCOUNTING TERMS.......................................................32 ARTICLE II THE LOANS; AMOUNT AND TERMS....................................................33 Section 2.1 REVOLVING LOANS........................................................33 Section 2.2 TERM LOAN FACILITY.............................. (February 13th, 2004)

Exhibit 10.4 -------------------------------------------------------------------------------- $170,000,000 CREDIT AGREEMENT among MEDEX, INC., as Borrower, MEDVEST HOLDINGS CORPORATION, as Parent, and THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, LEHMAN COMMERCIAL PAPER INC., as Syndication Agent, BANC ONE MEZZANINE CORPORATION, THE HUNTINGTON NATIONAL BANK and LASALLE BANK NATIONAL ASSOCIATION, as Co-Documentation Agents Dated as of May 21, 2003 WACHOVIA SECURITIES, INC. and LEHMAN BROTHERS INC., as Arrangers and Joint Book Runners -------------------------------------------------------------------------------- TABLE OF CONTENTS

Medvest Holdings Corp – MANAGEMENT SERVICES AGREEMENT (February 13th, 2004)

Exhibit 10.6 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT ("AGREEMENT") is entered into as of May 21, 2003, between One Equity Partners LLC, a Delaware limited liability company ("OEP"), and MedVest Holdings Corporation, an Ohio corporation ("MEDVEST" or the "COMPANY"). BACKGROUND WHEREAS, the Company, together with its direct and indirect subsidiaries (collectively, the "MEDVEST ENTITIES"), desires to receive general financial and management advisory services from OEP, and thereby obtain the benefit of the experience of OEP in business and financial management generally and its knowledge of the MedVest Entities and their financial affairs in particular. OEP is willing to provide general financial and management advisory services to the MedVest Entities. Accordingly, the compensation arrangements set forth in this Agreement

Medvest Holdings Corp – SEVERANCE AND NON-COMPETE AGREEMENT (February 13th, 2004)

Exhibit 10.11 MEDEX, INC. SEVERANCE AND NON-COMPETE AGREEMENT This SEVERANCE AND NON-COMPETE AGREEMENT (this "AGREEMENT") is made as of May 21, 2003, by and between Medex, Inc., an Ohio corporation (the "COMPANY"), and Charles J. Jamison (the "EXECUTIVE"). RECITALS WHEREAS, the Company desires to continue the employment the Executive, and the Executive desires to remain employed by the Company, in accordance with terms and conditions set forth herein; WHEREAS, during the course of such employment, the Executive will participate in the development of, and will be privy to, proprietary and confidential information of MedVest Holdings Corporation ("MEDVEST"), the Company and its Subsidiaries (collectively, the "MEDVEST ENTITIES" and, individually, an "MEDVEST ENTITY"), including without limitation, trade s

Medvest Holdings Corp – 2002 STOCK OPTION PLAN (February 13th, 2004)

Exhibit 10.14 MEDVEST HOLDINGS CORPORATION 2002 STOCK OPTION PLAN MedVest Holdings Corporation hereby adopts a stock option plan for the benefit of certain persons and subject to the terms and provisions set forth below. 1. DEFINITIONS. The following terms shall have the meanings set forth below whenever used in this instrument: (a) "Act" shall mean the Securities Exchange Act of 1934, as amended. (b) "Board" shall mean the Board of Directors of the Company. (c) "Change in Control" shall mean: (i) Any "person," including a "group" [as used in Act Sections 13(d) and 14(d)(2) but excluding the Company, any of its Subsidiaries or any "person" who immediately before the Effective date in Section 2 is a "beneficial owner," as defined in Rule 13(d)

Medvest Holdings Corp – SEVERANCE AND NON-COMPETE AGREEMENT (February 13th, 2004)

Exhibit 10.9 MEDEX, INC. SEVERANCE AND NON-COMPETE AGREEMENT This SEVERANCE AND NON-COMPETE AGREEMENT (this "AGREEMENT") is made as of May 21, 2003, by and between Medex, Inc., an Ohio corporation (the "COMPANY"), and Michael I. Dobrovic (the "EXECUTIVE"). RECITALS WHEREAS, the Company desires to continue the employment the Executive, and the Executive desires to remain employed by the Company, in accordance with terms and conditions set forth herein; WHEREAS, during the course of such employment, the Executive will participate in the development of, and will be privy to, proprietary and confidential information of MedVest Holdings Corporation ("MEDVEST"), the Company and its Subsidiaries (collectively, the "MEDVEST ENTITIES" and, individually, an "MEDVEST ENTITY"), including without limitation, trade

Medvest Holdings Corp – STOCKHOLDERS AGREEMENT (February 13th, 2004)

Exhibit 10.1 MEDVEST HOLDINGS CORPORATION STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "AGREEMENT") is made as of May 21, 2003, by and among MedVest Holdings Corporation, an Ohio corporation (the "COMPANY"), OEP MedVest LLC, a Delaware limited liability company ("OEP"), each of the Persons party hereto listed on the SCHEDULE OF INVESTORS attached hereto (the "INVESTORS"), and each of the other Persons who hereafter agree to become party to and bound by this Agreement by signing a copy of the Form of Transfer Notice and Joinder Agreement (the "JOINDER AGREEMENT"), a copy of which is attached to this Agreement as EXHIBIT A. OEP, the Investors and such other Persons who become parties hereto from time to time are collectively referred to as the "STOCKHOLDERS" and individually as a "STOCKHOLDER." Each Stockholder and the Company are referred t