EXHIBIT 10.28
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
Fifth Amendment to Employment Agreement, dated as of April 1, 2005
(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, the Third Amendment to Employment Agreement dated
as of March 13, 2002 and the Fourth Amendment to Employment Agreement dated as
of October 1, 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. Effective as of the date hereof, the amount of Adjusted
Value accrued as of the date hereof shall be reduced by Five Hundred Thousand
Dollars ($500,000), and increases in Adjusted Value on and after the date hereof
shall accrue from such reduced amount. Following such reduction, the Adjusted
Value as of the date hereof shall be $14,263,067. To reflect the foregoing
amendment, Schedule A attached hereto shall amend and restate Schedule A to the
Employment Agreement, which sets forth the derivation of the Minimum Retirement
Benefit from Adjusted Value.
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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/s/ Xxxxxxxx Xxxxx
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XXXXXXXX XXXXX
SCHEDULE A
Schedule A, as modified by Fifth Amendment to Employment Agreement:
LUMP
SUM MINIMUM
ACTUARIAL ADJUSTED RETIREMENT
AGE FACTOR VALUE BENEFIT
--- --------- -------- ----------
76.5 7.004 $14,263,067 $2,036,400
77 6.850 $14,615,294 $2,133,600
78 6.549 $15,346,059 $2,343,300
79 6.257 $16,113,362 $2,575,300
80 5.975 $16,919,030 $2,831,600
81 5.703 $17,764,982 $3,115,000
82 5.442 $18,653,231 $3,427,600
83 5.191 $19,585,892 $3,773,000
84 4.951 $20,565,187 $4,153,700
Schedule A, prior to modification by Fifth Amendment to Employment Agreement:
LUMP
SUM MINIMUM
ACTUARIAL ADJUSTED RETIREMENT
AGE FACTOR VALUE BENEFIT
--- --------- -------- ----------
76.5 7.004 $14,763,067 $2,107,800
77 6.850 $15,127,642 $2,208,400
78 6.549 $15,884,024 $2,425,400
79 6.257 $16,678,225 $2,665,500
80 5.975 $17,512,136 $2,930,900
81 5.703 $18,387,743 $3,224,200
82 5.442 $19,307,130 $3,547,800
83 5.191 $20,272,487 $3,905,300
84 4.951 $21,286,111 $4,299,400