0001193125-05-184823 Sample Contracts

EMPLOYMENT AGREEMENT Derek Smith
Employment Agreement • September 13th, 2005 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania

THIS AGREEMENT, made as of August 1, 2005 by and between RESPIRONICS, INC., a Delaware corporation (the “Company”), and Derek Smith (“Executive”).

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CONFIDENTIAL**** William J. Post Separation Agreement and Complete Release CONFIDENTIAL SEPARATION AGREEMENT AND COMPLETE RELEASE
Confidential Separation Agreement • September 13th, 2005 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania

WHEREAS, RESPIRONICS, INC. (hereinafter referred to as “RI”) employs William J. Post (hereinafter referred to as “Separating Employee”) pursuant to an Employment Agreement dated October 8, 2001, as amended effective October 21, 2002 (the “Employment Agreement”);

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 13th, 2005 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania

This Fourth Amendment to Credit Agreement is dated this 30th day of June, 2005, by and among Respironics, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement (as hereinafter defined)), the Banks (as defined in the Credit Agreement), PNC Bank, National Association, in its capacity as agent for the Banks (hereinafter referred to in such capacity as the “Agent”), and Citizens Bank of Pennsylvania and Fleet National Bank, a Bank of America company, in their capacity as documentation agents for the Banks (hereinafter collectively referred to as the “Documentation Agents”) (“Fourth Amendment”).

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • September 13th, 2005 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania

THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of the 24th day of May, 2005 by and between RESPIRONICS, INC. (the “Company”) and GERALD E. McGINNIS (the “Chairman”).

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