5.02 Authority 19 5.03 No Legal Bar; Conflicts 19 5.04 Brokers 20 SECTION VI ADDITIONAL COVENANTS OF THE SHAREHOLDERS, THE COMPANY AND THE PURCHASER 20 6.01 Publicity 20 6.02 Confidential Information 20 6.03 Tax Matters 21 6.04 Tax Reimbursement 23...Stock Purchase Agreement • July 15th, 1999 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
EXHIBIT 10(h) EMPLOYMENT AGREEMENT (Philip F. Nuzzo) THIS AGREEMENT, made as of December 14, 2001, is by and among RESPIRONICS, INC., a Delaware corporation (the "Company"), NOVAMETRIX MEDICAL SYSTEMS INC., a Delaware corporation ("Novametrix"), and...Employment Agreement • March 12th, 2002 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Pennsylvania
ARTICLE I DEFINITIONSStock Option Agreement • July 27th, 2000 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 4(a) AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT No. 1 dated as of December 17, 2001 (this "Amendment"), by and between Novametrix Medical Systems Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC (formerly known...Rights Agreement • December 26th, 2001 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 10(zz) EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of September 1, 2000 (the "Effective Date") by and between Novametrix Medical Systems Inc., a Delaware corporation (together with its successors and assigns permitted under this...Employment Agreement • July 27th, 2001 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
1 EXHIBIT 10(ww) EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of May 22, 2000 (the "Effective Date") by and between Novametrix Medical Systems Inc., a Delaware corporation (together with its successors and assigns permitted under this...Employment Agreement • July 27th, 2000 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
1 EXHIBIT 10(hh) STOCKHOLDERS AGREEMENT dated as of September 30, 1997 (this "Agreement") among Novametrix Medical Systems Inc., a Delaware corporation (the "Corporation"), and the stockholders of the Corporation signing this Agreement (the...Stockholders Agreement • December 17th, 1997 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
1 EXHIBIT 10(yy) EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of September 1, 2000 (the "Effective Date") by and between Novametrix Medical Systems Inc., a Delaware corporation (together with its successors and assigns permitted under this...Employment Agreement • July 27th, 2001 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
andRights Agreement • January 13th, 2000 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 26th, 2001 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 10(g) EMPLOYMENT AGREEMENT (William J. Lacourciere) THIS AGREEMENT, made as of December 14, 2001, is by and among RESPIRONICS, INC., a Delaware corporation (the "Company"), NOVAMETRIX MEDICAL SYSTEMS INC., a Delaware corporation...Employment Agreement • March 12th, 2002 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Pennsylvania
E-38 2 certain 1999 Term Promissory Note in the original principal amount of $4,800,000.00, dated as of June 30, 1999, from the Borrower to the Bank (hereinafter referred to as the "1999 Term Note"); (iii) a certain 1998 Term Promissory Note executed...Loan Agreement • July 27th, 2001 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Connecticut
WITNESSETH:Loan and Security Agreement • July 24th, 1998 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus
December 14, 2001 Thomas M. Patton 25 Andy Lane Guilford, CT 06437 Dear Tom: Reference is made to the Employment Agreement (the "Employment Agreement") dated May 22, 2000 by and between you and Novametrix Medical Systems Inc. (the "Company"), the...Employment Agreement • March 12th, 2002 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus
WEBSTER BANKNovametrix Medical Systems Inc • July 27th, 2000 • Electromedical & electrotherapeutic apparatus • Connecticut
E-44 2 between Borrower and Bank and dated as of March 30, 2001 (the "Second Allonge"), in the maximum principal amount of up to $10,000,000.00, as amended, and as further amended by that certain Allonge No. 3 to 1999 Substitute Promissory Note by and...Loan Agreement • July 27th, 2001 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Connecticut
1 AMENDMENT TO EMPLOYMENT AGREEMENT Amendment dated as of November 24, 1997 to Employment Agreement (the "Employment Agreement") dated as of June 1, 1988 between NOVAMETRIX MEDICAL SYSTEMS INC., a Delaware corporation (the "Company"), and WILLIAM J....Employment Agreement • March 18th, 1998 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus
E-44 2 executed and delivered by Novametrix and NTC, dated December 11, 1998, in the original principal amount of $3,000,000.00, as modified by Allonge No. 1 to 1998 Term Promissory Note, dated of even date herewith, executed by Borrower and the Bank...Loan Agreement • July 30th, 1999 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Connecticut
E-60 2 willing to lend such $4,800,000.00 as a term loan (the "Loan"), which Loan is to be evidenced by a Term Promissory Note in the amount of $4,800,000.00 dated of even date herewith, together with any note which from time to time extends, amends,...Loan Agreement • July 30th, 1999 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Connecticut
E-18 2 Borrower and Bank have agreed to modify the terms of the Original Loan Agreement by replacing the original Loan Agreement with this Agreement.1998 Loan Agreement • July 30th, 1999 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Connecticut
EXHIBIT 10(a) September 20, 2001 Mr. William J. Lacourciere 577 Jarvis Street Cheshire, CT 06410 Dear Bill: Reference is made to the Employment Agreement, as amended to date, between you and the Company (the "Agreement"). In the event of a Change of...Novametrix Medical Systems Inc • March 12th, 2002 • Electromedical & electrotherapeutic apparatus
In the event of a Change of Control of the Company (as that term is defined in the Agreement), within the next year (a "Transaction"), the Company will pay you a one-time bonus equal to 125% of your annual base salary (the "Success Bonus.") The Success Bonus will be paid in consideration of your continued employment through the date of the closing of the Transaction and the extraordinary services that you will be asked to provide the Company prior to that date. (The Success Bonus will also be paid if your employment is terminated by the Company within three months prior to the Transaction for any reason other than Cause, as that term is defined in the Agreement.) The Success Bonus will be payable in cash on the date of the closing of the Transaction and will not change your rights and obligations under the Agreement or any other agreement you may have with the Company regarding compensation or severance. This letter supersedes any prior letter or other document between you and the Comp
E-31 2 In consideration of Bank's continued extension of credit and the agreements contained herein, the parties agree as follows:Loan Agreement • July 30th, 1999 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • Connecticut
EXHIBIT 10(c) September 20, 2001 Mr. Jeffery A. Baird 764 North Greenbrier Drive Orange, CT 06477 Dear Jeff: Reference is made to the Employment Agreement, as amended to date, between you and the Company (the "Agreement"). In the event of a Change of...Employment Agreement • March 12th, 2002 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus
In the event of a Change of Control of the Company (as that term is defined in the Agreement), within the next year (a "Transaction"), the Company will pay you a one-time bonus equal to $44,000 (the "Success Bonus.") The Success Bonus will be paid in consideration of your continued employment through the date of the closing of the Transaction and the extraordinary services that you will be asked to provide the Company prior to that date. (The Success Bonus will also be paid if your employment is terminated by the Company within three months prior to the Transaction for any reason other than Cause, as that term is defined in the Agreement.) The Success Bonus will be payable in cash on the date of the closing of the Transaction and will not change your rights and obligations under the Agreement or any other agreement you may have with the Company regarding compensation or severance. This letter supersedes any prior letter or other document between you and the Company relating to the Succ
EXHIBIT 10(b) September 20, 2001 Mr. Thomas M. Patton 25 Andy Lane Guilford, CT 06437 Dear Tom: Reference is made to the Employment Agreement, as amended to date, between you and the Company (the "Agreement"). In the event of a Change of Control of...Employment Agreement • March 12th, 2002 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus
In the event of a Change of Control of the Company (as that term is defined in the Agreement), within the next year (a "Transaction"), the Company will pay you a one-time bonus equal to 100% of your annual base salary (the "Success Bonus.") The Success Bonus will be paid in consideration of your continued employment through the date of the closing of the Transaction and the extraordinary services that you will be asked to provide the Company prior to that date. (The Success Bonus will also be paid if your employment is terminated by the Company within three months prior to the Transaction for any reason other than Cause, as that term is defined in the Agreement.) The Success Bonus will be payable in cash on the date of the closing of the Transaction and will not change your rights and obligations under the Agreement or any other agreement you may have with the Company regarding compensation or severance. This letter supersedes any prior letter or other document between you and the Comp
EXHIBIT 10(d) September 20, 2001 Mr. Philip F. Nuzzo 716 Paddock Avenue Meriden, CT 06450 Dear Phil: Reference is made to the Employment Agreement, as amended to date, between you and the Company (the "Agreement"). In the event of a Change of Control...Novametrix Medical Systems Inc • March 12th, 2002 • Electromedical & electrotherapeutic apparatus
In the event of a Change of Control of the Company (as that term is defined in the Agreement), within the next year (a "Transaction"), the Company will pay you a one-time bonus equal to $55,000 (the "Success Bonus.") The Success Bonus will be paid in consideration of your continued employment through the date of the closing of the Transaction and the extraordinary services that you will be asked to provide the Company prior to that date. (The Success Bonus will also be paid if your employment is terminated by the Company within three months prior to the Transaction for any reason other than Cause, as that term is defined in the Agreement.) The Success Bonus will be payable in cash on the date of the closing of the Transaction and will not change your rights and obligations under the Agreement or any other agreement you may have with the Company regarding compensation or severance. This letter supersedes any prior letter or other document between you and the Company relating to the Succ
EXHIBIT 10(vv) UNIT PURCHASE AND MASTER AGREEMENTUnit Purchase and Master Agreement • July 27th, 2000 • Novametrix Medical Systems Inc • Electromedical & electrotherapeutic apparatus • New York
