EXHIBIT 10.23
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Fourth Amendment to Employment Agreement, dated as of October 1, 2002
(this "Amendment"), by and between Datascope Corp., a Delaware corporation
(the "Corporation"), and Xxxxxxxx Xxxxx, an individual residing at 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, the Corporation and the Executive entered into an Employment
Agreement dated as of July 1, 1996, as amended by the Amendment to Employment
Agreement dated as of May 30, 2000, the Second Amendment to Employment
Agreement dated as of October 31, 2001 and the Third Amendment to Employment
Agreement dated as of March 13, 2002 (collectively, the "Employment
Agreement"); and
WHEREAS, the Corporation and the Executive desire to further amend the
Employment Agreement as set forth below.
NOW THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties do hereby agree as follows:
1. Amendments.
(A) Section 9(b)(ii) of the Employment Agreement is hereby amended and
restated to read as follows:
"(ii) In lieu of all salary and incentive compensation payments which the
Executive would have earned under this Agreement but for his termination, the
Corporation shall pay to the Executive as liquidated damages a lump sum amount
equal to the present value, based on the Applicable Federal Rate (as defined
in Section 1274(d) of the Internal Revenue Code of 1986, as amended), of the
product of (A) the weighted average for the previous three fiscal years of the
sum of (1) the Executive's annual Base Salary for each of such three fiscal
years and (2) all bonus compensation paid or payable to the Executive for each
of such three fiscal years times (B) the number of years then remaining in the
Term. All payments under this Section 9(b) shall be made on or before the
fifth day following the Date of Termination."
(B) Section 9(f) of the Employment Agreement is hereby amended and
restated to read as follows:
"(f) Medical Benefits. Notwithstanding any other provision of, and in
addition to any other payments required under this Section 9, upon
termination of the Executive's employment, the Executive and his spouse
(provided that she is at the time covered by the Corporation's medical
benefit plan) shall receive 18 months of COBRA continuation of benefits
at the same cost as a similarly situated active employee would pay for
such coverage. After the end of each consecutive six-month period within
such 18-month period, upon application by the Executive with proof of
payment, the Corporation shall
reimburse the Executive for the cost paid by him for such COBRA
continuation and also for such additional cost for medical care for himself
and his spouse as he may have incurred during such six-month period.
Following the end of the 18-month period of COBRA continuation, the
Corporation shall reimburse the Executive for medical benefits coverage on
the following basis:
(i) The Executive shall apply for and maintain a Medicare Supplement
policy of his choice and shall be responsible for paying the full cost of
such coverage. After the end of each quarterly coverage period, upon
application by him with proof of payment, the Corporation shall reimburse
the Executive for the full amount paid by him for such quarterly coverage
and also for such out-of-pocket costs not covered by Medicare or the
Medicare Supplement policy as he may have incurred on behalf of himself
during such three-month period.
(ii) While the Executive's spouse (to whom he was married at the time
of his termination) is under age 65, she shall apply for an individual
pre-65 guaranteed-issue health insurance policy, in New York or New
Jersey as applicable, and the Executive shall pay for the cost of such
coverage. After the end of each quarterly coverage period, upon
application by the Executive with proof of payment, the Corporation shall
reimburse the Executive for the full amount paid by him for such
quarterly coverage, and also for such out-of-pocket costs not covered by
such policy as he may have incurred on behalf of his spouse during such
three-month period.
(iii) Upon the Executive's spouse (to whom he was married at the time of
his termination) reaching Medicare entitlement age, such spouse shall
maintain a Medicare Supplement policy, and the Executive shall be
responsible for paying the full cost of such coverage for such spouse.
After the end of each quarterly coverage period, upon application by him
with proof of payment, the Corporation shall reimburse the Executive for
the full amount paid by him for such quarterly coverage and also for such
out-of-pocket costs not covered by Medicare or such Medicare Supplement
policy as he may have incurred on behalf of his spouse during such
three-month period.
(iv) In the event that the Executive predeceases his spouse (to whom
he was married at the time of his termination), she may maintain for
herself for her lifetime the medical benefits coverage referred to in
paragraphs (ii) and (iii) above, as either may be applicable at any time.
If she does maintain such coverage, after the end of each quarterly
coverage period, upon application by her with proof of payment, the
Corporation shall reimburse her for the full amount paid by her for such
quarterly coverage and also for such out-of-pocket costs not covered by
Medicare or such Medicare Supplement policy as she may have incurred on
behalf of herself during such three-month period."
2. Employment Agreement. Except as expressly set forth in this Amendment,
all other terms and conditions of the Employment Agreement shall remain
unchanged and in full force and effect.
3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.
4. Headings. The headings of the paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation
of any provision of this Amendment.
[Signatures on following page]
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be executed on its behalf as of the date first above written.
DATASCOPE CORP.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President and Secretary
/s/ Xxxxxxxx Xxxxx
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