EX 10.1


     

     

    EXHIBIT
      10.1

     

    ASSIGNMENT
      AND AMENDMENT TO EMPLOYMENT AGREEMENT

     

    This
      Assignment and Amendment (this “Amendment”)
      dated
      as of May 21, 2008 of the Employment Agreement dated as of [DATE OF EMPLOYMENT
      AGREEMENT] (the “Employment
      Agreement”)
      entered into between Specialized Health Products, Inc., a Utah corporation
      (the
“Company”),
      and
      [NAME OF EMPLOYEE] (the “Employee”)
      is
      entered into among the Employee, the Company and Specialized Health Products
      International, Inc., a Delaware corporation (“SHPI”).
      Capitalized terms not defined herein shall have the meaning set forth in the
      Employment Agreement.

     

    RECITALS

     

    WHEREAS,
      the Company and the Employee entered into the Employment Agreement;

     

    WHEREAS,
      each of the Company and the Employee deems it in their best interest to amend
      the Employment Agreement; and

     

    WHEREAS,
      the Company desires to assign its rights under the Employment Agreement to
      SHPI,
      and SHPI desires to accept such assignment and assume all obligations of the
      Company under the Employment Agreement in accordance with its terms and the
      Employee desires to consent to such assignment and assumption.

     

    WHEREAS,
      the Company and the Employee desire to amend the Employment Agreement in
      accordance with Section 409A of the Internal Revenue Code of 1986, as amended,
      and the regulations and guidance thereunder, to include compliant payment dates
      for nonqualified deferred compensation

     

    AGREEMENT

     

    NOW,
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, each of the Company, SHPI and the Employee agrees as
      follows:

     

    
      	
              1.

            	
              The
                Company hereby transfers, assigns and conveys to SHPI its entire
                right,
                title and interest in, to and under the Employment
                Agreement.

            


    

     

    
      	
              2.

            	
              SHPI
                hereby accepts the assignment of the Company’s interest in the Employment
                Agreement, assumes all of the obligations of the Company under the
                Employment Agreement and agrees to be bound by and to perform, observe,
                keep and comply with all of the terms and provisions contained in
                the
                Employment Agreement on the part of the Company to be performed,
                observed,
                kept and complied with from and after the date hereof, and to pay
                all sums
                due under the Employment Agreement.

            


    

     


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    
      	
              3.

            	
              The
                Employee hereby consents to and approves the assignment by the Company,
                and the assumption by SHPI, of the Employment Agreement as set forth
                herein.

            


    

     

    
      	
              4.

            	
              Section
                2.1.2 of the Employment Agreement is hereby amended and restated
                to read
                in its entirety as follows:

            


    

     

    “2.1.2
      “Termination Other Than For Cause” shall mean involuntary separation of Employee
      from service by Corporation within the meaning of Treasury Regulation §
1.409A-1(n)(1) and Employee’s voluntary separation from service within the
      meaning of Treasury Regulation § 1.409A-1(n)(2)(ii) satisfying the following
      conditions: 

     

    (A)
      The
      separation from service must occur within two (2) years following the initial
      existence of one or more of the following conditions arising without Employee’s
      consent:(1) a material diminution in Employee’s Base Salary; (2) a material
      diminution in Employee’s authority, duties, or responsibilities; (3) a material
      diminution in the authority, duties, or responsibilities of the supervisor
      to
      whom Employee is required to report; (4) a material diminution in the budget
      over which Employee retains authority; (5) a material change in the geographic
      location at which Employee must perform the services; and (6) any other action
      or inaction that constitutes a material breach by Corporation of the Employment
      Agreement.

     

    (B)
      Employee must provide notice to Corporation of the existence of the condition
      described in paragraph (A) above within 90 days of the initial existence of
      the
      condition, upon the notice of which Corporation shall have a period of at least
      30 days during which it may remedy the condition and not be required to pay
      the
      amount.”

     

    
      	
              5.

            	
              Section
                2.4 of the Employment Agreement is hereby amended and restated to
                read in
                its entirety as follows:

            


    

     

    “2.4 Termination
      Other Than For Cause.
      Notwithstanding anything else in this Agreement, Corporation may effect a
      Termination Other Than For Cause at any time upon giving written notice to
      Employee of such termination and Employee may effect a Termination Other Than
      For Cause by giving notice to Company in accordance with Section 2.1.2(B).
      Upon
      any Termination Other Than For Cause, (a) Employee shall promptly be paid all
      accrued salary, bonus compensation to the extent earned, vested deferred
      compensation (other than pension plan, profit sharing plan and stock option
      plan
      benefits which will be paid in accordance with the applicable plan), any
      benefits under any plans of the Corporation in which Employee is a participant
      to the full extent of Employee’s rights under such plans (other than pension
      plan, profit

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    sharing
      plan and stock option plan benefits which will be paid in accordance with the
      applicable plan), accrued vacation pay and any appropriate business expenses
      incurred by Employee in connection with his duties hereunder, all to the date
      of
      termination, (b) as long as Employee complies with the provisions of Sections
      5
      through 8 as severance compensation, two separate lump sum payments for which
      the aggregate amount shall be equal to [SEVERANCE PERIOD] months (the
“Severance
      Period”)
      of
      salary (the “Total
      Severance Amount”)
      which
      shall be payable in the amounts and at the times set forth as follows: (x)
      the
      first lump sum payment shall equal a portion of the Total Severance Amount
      calculated by multiplying the Total Severance Amount by a fraction, the
      numerator of which is the number of days elapsed from the termination date
      until
      and including December 31 of the calendar year in which the Termination Other
      Than For Cause occurs and the denominator of which is the number of days in
      the
      Severance Period and shall be paid on or within two business days of the date
      of
      termination and (y) the second lump sum payment shall equal the remaining
      portion of the Total Severance Amount not paid in the first lump sum payment
      and
      shall be paid in the next following calendar year on or before January 5 of
      such
      calendar year, and (c) as long as Employee complies with the provisions of
      Sections 5 through 8, medical benefits continuation for the Severance Period
      under then current Corporation plans, provided that the medical benefits
      provided to Employee during the Severance Period shall be on the same basis
      as
      those provided to then active employees of the Corporation, except that the
      Employee will not be required to contribute any portion of the applicable
      premium rate. [Employee acknowledges, understands and agrees that
      notwithstanding the schedule of severance payments set forth in this Section
      2.4, Employee shall be subject to the post-termination restrictive covenants
      set
      forth in Sections 5 and 9 of this Agreement during the Severance
      Period.]*
      Notwithstanding
      the foregoing, if Employee breaches any provision of Sections 5 through 8,
      then
      (i) Employee shall promptly pay to the Corporation an amount equal to the Total
      Severance Amount multiplied by a fraction, the numerator of which is the number
      of days from the first breach of any such provision through the last day of
      the
      Severance Period and the denominator of which is the number of days in the
      Severance Period and (ii) the Corporation shall immediately cease the
      continuation of medical benefits provided under Section 2.4(c),
      above.”

     

    
      	
              6.

            	
              Section
                2.8 of the Employment Agreement which was added by amendment dated
                as of
                June 3, 2004 is hereby deleted in its entirety.**

            


    

     

    
      	
              7.

            	
              The
                text “eighteen (18) months” set forth in each of Sections 5, 8 and 9 is
                hereby amended and replaced with the text “twenty-four (24)
                months.”**

            


    

     

     

    
      

    

    
      
        	*	
                The
                  bracketed sentence only applies to David A. Green and Rebecca A.
                  Whitney.

              


      

      
        	**	
                This
                  provision only applies to Jeffrey M.
                  Soinski.

              


      

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    
      	
              8.

            	
              The
                effectiveness of the amendments set forth in Sections 4 and 5***
                of
                this Amendment is conditioned upon SHPI effecting a Termination Other
                Than
                For Cause immediately prior to the completion of a Change of Control
                (as
                defined below) on or before September 10, 2008. For purposes of this
                Amendment, Change of Control means (i) a merger, consolidation or
                reorganization of SHPI other than a merger, consolidation or
                reorganization resulting in the voting securities of SHPI outstanding
                immediately prior thereto continuing to represent at least 50% of
                the
                combined voting power of the securities of SHPI or the surviving
                entity or
                any parent thereof outstanding immediately thereafter, (ii) the
                acquisition by a person or persons acting as a group of equity securities,
                which together with equity securities already held by such person
                or
                persons, constitutes more than 50% of the total voting power of the
                Company or (iii) any transfer or other disposition of all or substantially
                all of SHPI’s assets.

            


    

     

    
      	
              9.

            	
              Except
                as modified herein, all terms and conditions of the Employment Agreement
                shall remain in full force and
                effect.

            


    

     

    
      	
              10.

            	
              This
                Amendment and the Employment Agreement contain the entire understanding
                of
                the parties with respect to the subject matter hereof and thereof,
                and
                supersede in all respects any and all prior or contemporaneous oral
                or
                written agreements or
                understandings.

            


    

     

     

    [Signature
      page follows]

     

     

     

    
       

      
        

      

      
        
          	***	
                  And
                    Sections 6 and 7 in the case of Jeffery M.
                    Soinski.

                


        

        
        

         

      

    

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Amendment as of the date set forth in the
      first paragraph.

     

    SPECIALIZED
      HEALTH PRODUCTS, INC.

     

     

    By:

      
        

      

    

    Name:

    Title:

     

     

    SPECIALIZED
      HEALTH PRODUCTS INTERNATIONAL, INC.

     

     

    By:

      
        

      

    

    Name:

    Title:

     

     

     

      
        

      

    

    [NAME
      OF
      EMPLOYEE]

     

    


     

     

     

     

     

     

     

     

     

     

    [Signature
      page to Assignment and Amendment to Employment Agreement for [NAME OF
      EMPLOYEE]]