Exhibit
10.5  VIASYS HEALTHCARE INC.
EMPLOYMENT AGREEMENT  THIS
AGREEMENT is made and entered into as of November 29, 2004 by and among VIASYS
Healthcare Inc., a Delaware corporation (together with its successors and
assigns permitted under this Agreement, the Company), and Matthew M. Bennett
(the Executive).  W I T N E S S E T H :  WHEREAS,
the Company and the Executive desire to enter into an employment agreement as
set forth herein to embody the terms and provisions of the Executives
employment (the Agreement); and  WHEREAS,
the Agreement will replace and supercede all prior employment agreements
between the Executive and the Company or its subsidiaries, including, without
limitation, the Employment Agreement between the Company and the Executive dated
October 20, 2003 (the Prior Employment Agreement);  NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is mutually acknowledged, the Company and the Executive
hereby agree as follows:  1.DEFINITIONS.  (a)Affiliate
means a person or other entity that directly or indirectly controls, is
controlled by, or is under common control with the person or other entity
specified.  (b)Base
Salary means the salary provided for in Section 4
or any increased salary granted to the Executive pursuant thereto.  (c)Board
means the Board of Directors of the Company, or the Compensation Committee or
other applicable committees of the Board of Directors.  (d)Bonus Plan means the Companys management
incentive plan or such other annual bonus plan in existence at the applicable
time.  (e)Cause
means the occurrence of any one or more of the following events:  (i)the
Executives repeated failure to comply with the reasonable directives of the
relevant senior officers;  (ii)the
Executives commission of a felony which is materially and demonstrably
injurious to the Company; or  (iii)the
Executives continued gross neglect of the Executives duties with the Company
(other than any such occurrence resulting from incapacity due to physical or
mental illness).  1


(f)Change
in Control means an event or occurrence set forth in any one or more of subsections
(i) through (iv) below (including, without limitation, an event or occurrence
that constitutes a Change in Control under one of such subsections but is
specifically exempted from another such subsection):  (i)the
acquisition by an individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange
Act)) (a Person) of beneficial ownership of any capital stock of the Company
if, after such acquisition, such Person beneficially owns (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) 40% or more of either (i) the
then-outstanding shares of common stock of the Company (the Outstanding
Company Common Stock), or (ii) the combined voting power of the then-outstanding
securities of the Company entitled to vote generally in the election of
directors (the Outstanding Company Voting Securities); provided, however,
that for purposes of this subsection (i), the following acquisitions shall not
constitute a Change in Control:  (A)any
acquisition by the Company, or  (B)any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company;  (ii)the
Continuing Directors (as defined below) do not constitute a majority of the
Board (or, if applicable, the Board of Directors of a successor corporation to
the Company), where the term Continuing Director means at any date a member
of the Board (A) who was a member of the Board on the date of the execution of
this Agreement or (B) who was nominated or elected subsequent to such date by
at least a majority of the directors who were Continuing Directors at the time
of such nomination or election or whose election to the Board was recommended or
endorsed by at least a majority of the directors who were Continuing Directors
at the time of such nomination or election; provided, however, that there shall
be excluded from this clause (B) any individual whose initial assumption of
office occurred as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a person other than the
Board;  (iii)the
consummation of a merger, consolidation, reorganization, recapitalization or
statutory share exchange involving the Company or a sale or other disposition
of all or substantially all of the assets of the Company in one or a series of
transactions (a Business Combination), unless, immediately following such
Business Combination the beneficial owners of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of
the then-outstanding shares of common stock and the combined voting power of
the then-outstanding securities entitled to vote generally in the election of
directors, respectively, of the resulting or acquiring corporation in such
Business Combination (which shall include, without limitation, a corporation
which as a result of such transaction owns the Company or substantially all of
the Companys assets either directly or through one or more subsidiaries) (such
resulting or acquiring corporation is referred to herein as the Acquiring
Corporation); or  2


(iv)approval
by the stockholders of the Company of a complete liquidation or dissolution of
the Company.  (g)Code
means the Internal Revenue Code of 1986, as amended.  (h)Disability
or disabled means a disability which results in the Executives entitlement
to long-term disability benefits under the Companys applicable long-term
disability plan.  (i)Effective
Date means November 15, 2004.  (j)Equity
Grant means any compensatory grant of Stock, options with respect to Stock,
restricted Stock, Stock appreciation rights or any other compensatory grant
(whether or not such grant is payable in stock) the value of which is
determined with reference to Stock valuation.  (k)Notice
of Termination means a written notice from one party to the other party hereto
given in accordance with Section 24, terminating the Executives employment
hereunder. Any Notice of Termination shall (i) indicate the specific
termination provision hereunder relied on by the party giving such notice and
(ii) to the extent applicable, set forth in reasonable detail the facts and
circumstances providing a basis for termination of the Executives employment
under the provision so indicated. The failure by the Company to set forth any
fact or circumstance that contributes to a showing of Cause shall not waive any
right of the Company hereunder or preclude the Company from asserting any such
fact or circumstance in enforcing its rights hereunder.  (l)Pro-Rated
Annual Bonus means an annual cash incentive bonus award for the year in which
the termination occurs, pro-rated through the Termination Date, determined in
accordance with the Bonus Plan and the provisions of Section 5, which award, if
and to the extent so determined to be owed, shall be payable when incentive
awards are normally paid to comparable executives.  (m)Stock
means the common stock, $0.01 par value per share, of the Company.  (n)Termination
Date means, with respect to any termination of the Executives employment
hereunder, the effective date of such termination pursuant to Section 9.  2.TERM
OF EMPLOYMENT.  This Agreement, and all
rights and obligations of the parties hereunder, shall take effect upon the
Effective Date and shall continue until the date that is two years from the
Effective Date (the Initial Employment Term). In addition, the term of this
Agreement shall automatically renew for periods of two years (each an
Extension Term) unless either party gives written notice to the other party,
at least ninety (90) days prior to the end of the Initial Employment Term or at
least ninety (90) days prior to the end of the relevant Extension Term, that
the Agreement shall not be further extended. The period commencing on the
Effective Date and ending on the date on which the term of the Executives
employment under the Agreement shall terminate is hereinafter referred to as
the Employment Term.  3


3.POSITION,
DUTIES AND RESPONSIBILITIES.  (a)Commencing
on the Effective Date, the Executive is employed as Senior Vice President,
Legal and Corporate Development and Secretary of the Company, and the Executive
has been assigned and shall be assigned such duties and responsibilities as are
reasonably consistent with such position(s) or such other duties and
responsibilities as the CEO or the Executives direct supervisor from time to
time deems appropriate.  (b)During
the Employment Term, the Executive shall devote the Executives entire business
time, attention and energies to the business and interest of the Company in
performing the Executives duties and responsibilities under this Agreement,
and to that end but without limitation of the foregoing, the Executive shall
not serve on the board of directors of other corporations or entities without
the prior approval of the Board or the Chief Executive Officer.  (c)Notwithstanding
anything contained in Section 3(b) to the contrary,
nothing herein shall preclude the Executive from (i) serving on the boards of
directors of a reasonable number of trade associations and/or charitable
organizations, (ii) engaging in charitable activities and community affairs,
and (iii) managing the Executives personal investments and affairs, provided
that such activities do not materially interfere with the proper performance of
the Executives duties and responsibilities as set forth in this Section 3.  4.BASE
SALARY.  The
Executive shall be paid an annualized base salary, payable in accordance with
the regular payroll practices of the Company, of $202,200.00, which amount may
be increased from time to time in the discretion of the Board.  5.ANNUAL
CASH INCENTIVE AWARD.  During the Employment Term, the Executive shall
participate in (a) the Bonus Plan with a target bonus of 40% of the Base
Salary, or such other amount as may be determined in its discretion by the
Board or the appropriate committee or individual to which authority for these
matters has been assigned, and (b) any other incentive programs established by
the Company for its senior level executives generally.  6.EMPLOYEE
BENEFIT PROGRAMS.  During
the Employment Term, the Executive shall be entitled to participate in all
employee pension and welfare benefit plans and programs made available to the
Companys senior level executives.  7.PERQUISITES.  During
the Employment Term, the Executive shall be entitled to participate in all of
the Companys executive perquisites in accordance with the terms and conditions
of such arrangements as are in effect from time to time for the Companys
senior-level executives.  4


8.REIMBURSEMENT
OF BUSINESS AND OTHER EXPENSES.  The
Executive is authorized to incur reasonable expenses in carrying out the duties
and responsibilities under this Agreement, and the Company shall promptly
reimburse the Executive for such expenses, subject to documentation in
accordance with the Companys policies.  9.TERMINATION
OF EMPLOYMENT.  The
Executives employment hereunder shall terminate effective immediately upon the
earlier to occur of the following events:  (a)death
of the Executive;  (b)receipt
by either party of a Notice of Termination for Disability from the other party,
but in any event not until the Executive is determined to be disabled in
accordance with Section 1(h);  (c)the
day the Executive receives a Notice of Termination for Cause from the Company;  (d)the
30th day following receipt by the Executive of a Notice of Termination without
Cause from the Company;  (e)the
30th day following receipt by the Company of a Notice of Termination of
employment from the Executive (other than a Notice of Termination for
non-renewal of the Agreement);  (f)the
90th day following receipt by the Company of a Notice of Termination for
non-renewal of the Agreement from the Executive pursuant to Section 2; and  (g)the
last day of the Employment Term, in the event of receipt by the Executive of a
notice of non-renewal of the Agreement from the Company pursuant to Section 2.  10.RIGHTS
AND REMEDIES UPON TERMINATION OF EMPLOYMENT.  (a)TERMINATION
DUE TO DEATH. In the event that the Executives employment is terminated due to
the Executives death, the Executives estate or beneficiaries, as the case may
be, shall be entitled to the following benefits:  (i)The
Executives then current Base Salary pro-rated through the Termination Date,
which shall be payable in a lump sum within thirty (30) days of the Termination
Date;  (ii)The
Pro-Rated Annual Bonus, if and to the extent payable; and  (iii)Each
Equity Grant held by the Executive, whether or not issued under this Employment
Agreement, that has not vested prior to that date shall immediately vest (and
all relevant vesting restrictions shall lapse) and to the extent subject to an
exercise period, shall  5


remain
exercisable until one year following the Termination Date (but in no event
beyond the end of each such Equity Grants otherwise applicable exercise period).  (b)TERMINATION
DUE TO DISABILITY. In the event that the Executives employment is terminated
by either party due to the Executives Disability, the Executive shall be
entitled to the following benefits:  (i)Disability
benefits in accordance with the long-term disability (LTD) program then in
effect for comparable executives of the Company;  (ii)The
Executives then current Base Salary pro-rated through the end of the LTD
elimination period, which shall be payable in a lump sum within thirty (30)
days of the Termination Date;  (iii)The
Pro-Rated Annual Bonus, if and to the extent payable; and  (iv)Each
Equity Grant held by the Executive, whether or not issued under this Employment
Agreement, that has not vested prior to that date shall immediately vest (and
all relevant vesting restrictions shall lapse) and to the extent subject to an
exercise period, shall remain exercisable until one year following the
Termination Date (but in no event beyond the end of each such Equity Grants
otherwise applicable exercise period).  (c)TERMINATION
BY THE COMPANY FOR CAUSE. In the event that the Company terminates the
Executives employment for Cause:  (i)The
Executive shall be entitled to receive the Executives current Base Salary
pro-rated through the Termination Date, which shall be payable in a lump sum within
thirty (30) days of the Termination Date;  (ii)The
Executive shall not be entitled to any benefits, severance or other
compensation; and  (iii)Each
Equity Grant held by the Executive, whether or not issued under this Employment
Agreement, (A) that has not vested prior to that date shall immediately cease
to vest and shall be forfeited to the Company and cancelled, and (B) that has
vested prior to or on the Termination Date, to the extent subject to an exercise
period, shall remain exercisable for ninety (90) days following the Termination
Date (but in no event beyond the end of each such Equity Grants otherwise
applicable exercise period).  (d)TERMINATION BY
THE EXECUTIVE. In the event of a termination of employment by the Executive on
the Executives own initiative, other than due to (A) death, (B)Disability, (C) the expiration of the then current
Employment Term, or (D) a notice from one party to the other of its intent not
to extend the Employment Term:  (i)The
Executive shall be entitled to receive the Executives current Base Salary
pro-rated through the Termination Date, which shall be payable in a lump sum within
thirty (30) days of the Termination Date;  6


(ii)The
Executive shall not be entitled to any benefits, severance or other
compensation; and  (iii)Each
Equity Grant held by the Executive, whether or not issued under this Employment
Agreement, (A) that has not vested prior to that date shall immediately cease
to vest and shall be forfeited to the Company and cancelled, and (B) that has
vested prior to or on the Termination Date, to the extent subject to an
exercise period, shall remain exercisable for ninety (90) days following the
Termination Date (but in no event beyond the end of each such Equity Grants
otherwise applicable exercise period).  (e)TERMINATION
WITHOUT CAUSE. In the event of a termination of the Executives employment by
the Company, other than due to (A) death, (B) Disability, (C) Cause, (D) a
notice from one party to the other of its intent not to extend the Employment
Term, the Executive shall be entitled to the following benefits:  (i)The
Executives then current Base Salary pro-rated through the Termination Date,
which shall be payable in a lump sum within thirty (30) days of the Termination
Date;  (ii)An
amount equal to the sum of (A) the Executives then current annualized Base
Salary and (B) the most recent cash incentive paid or the target bonus
available under the Bonus Plan, whichever is higher, payable in a lump sum
within ninety (90) days of the Termination Date; and  (iii)Each
Equity Grant held by the Executive, whether or not issued under this Employment
Agreement, (A) that has not vested prior to that date shall immediately cease
to vest and shall be forfeited to the Company and cancelled, and (B) that has
vested prior to or on the Termination Date, to the extent subject to an
exercise period, shall remain exercisable for ninety (90) days following the
Termination Date (but in no event beyond the end of each such Equity Grants
otherwise applicable exercise period).  (f)TERMINATION
DUE TO NON-RENEWAL. Subject to the first sentence of Section 10(h), in the
event that the Company exercises its right not to renew this Agreement pursuant
to Section 2, the Executive shall be entitled to the following benefits:  (i)The
Executives current Base Salary pro-rated through the Termination Date, which
shall be payable in a lump sum within thirty (30) days of the Termination Date;  (ii)The
Pro-Rated Annual Bonus, if and to the extent payable; and  (iii)An amount equal
to, in the sole discretion of the Company, either (A) three (3) months of the
Executives then current Base Salary, if the Company requests that the Executive
not continue to serve for the remainder of the Employment Term, or (B) six (6)
months of the Executives then current Base Salary if the Company requests that
the Executive continue to serve for the remainder of the Employment Term,
subject to the Companys right to terminate the Executives employment at any
time for Cause; with the amount due under this subsection (iii) to be payable
in each case in a lump sum within thirty (30) days of the Termination Date.  7


(g)OTHER
TERMINATION BENEFITS. In the case of any of the foregoing terminations, to the
extent not previously paid or provided or otherwise contrary to the terms and
conditions of this Agreement, the Executive or the Executives estate or
beneficiaries, as the case may be, shall also be entitled to the balance of any
incentive awards due the Executive but not yet paid (including, without
limitation, awards due for performance periods that have been completed, but
have not yet been paid), any expense reimbursements due the Executive, and
other benefits, if any, in accordance with applicable plans or programs of or
contracts or agreements of the Executive with the Company. In addition, unless
indicated otherwise in this Agreement, the treatment of any options granted to
the Executive in the case of any of the foregoing terminations shall be
governed by the terms of the VIASYS Equity Incentive Plan or other relevant
equity compensation plan or any associated stock option agreement.  (h)CHANGE
IN CONTROL. If this Agreement is not renewed by the Company as a result of a
Notice of Termination under Section 10(f) (Termination due to Non-Renewal)
delivered following a Change in Control, but only upon the expiration of the
Initial Employment Term or the Extension Term, as applicable, in which the
Change of Control occurs, the Company shall provide to the Executive the
benefits described in Section 10(e) (Termination without Cause) in lieu of the
benefits described in Section 10(f), and, in such event, the Termination Date
shall be the last day of the Employment Term. In addition, in the event of a
Change in Control, the Equity Grants held by the Executive shall be treated in
a manner consistent with the Companys Equity Incentive Plan, the Executives
Stock Option Agreement and this Agreement. Notwithstanding anything to the
contrary in this Agreement, in the event the Executives employment with the
Company is terminated within twelve (12) months following a Change in Control,
the Executive shall be entitled to benefits equal to the greater of: (i) the
benefits due and payable to the Executive under the change of control plan
sponsored by the Company, if any (the Change of Control Plan), or (ii) the
benefits due and payable to the Executive under Section 10 of this Employment
Agreement as a result of such termination. In furtherance thereof, it is the
parties understanding that, in the event of a termination under such
circumstances, the Executive shall only be entitled to receive benefits payable
under either the Change in Control Plan or this Employment Agreement (but not
both).  (i)NATURE
OF PAYMENTS. Any amounts due under this Section 10are
in the nature of severance payments considered to be reasonable by the Company
and are not in the nature of a penalty.  (j)NO
MITIGATION; NO OFFSET. The Executive shall not be required to mitigate the
amount of any payment or benefit provided in this Section 10
by seeking other employment or otherwise. Further, except as provided in
Section 10, the amount of any payment or benefits provided for in this Section
10 shall not be reduced by any compensation earned by the Executive as a result
of employment by another employer.  (k)RELEASE. The additional
benefits that are not unconditionally due under applicable law payable to the
Executive under this Section 10 (including but not limited to the benefits
payable under Section 10(e)(ii)) shall be conditioned upon the Executives
execution of a Severance Agreement and General Release (substantially in a form
that is acceptable to the Company in its sole discretion (the Release)),
within ten (10) business days of the Termination Date or within such longer
period required by law, and such benefits shall not become payable  8


until such time as the Executive has executed the
Release and any revocation period contained in the Release has expired without
the Executive having revoked the Release. In addition, the Executives right to
payment under this Agreement shall cease upon the Executives rescission of the
Release or material breach of the Release.  11.CONFIDENTIALITY
& ASSIGNMENT OF INVENTIONS.  (a)The
Executive shall execute and deliver to the Company on the Effective Date the
Companys standard employee Confidential Information and Invention Assignment
Agreement, substantially in the form attached hereto as EXHIBIT A, unless the
Executive has already executed such agreement.  (b)Upon
the termination of the Executives employment, the Executive (or, in the event
of the Executives death, the Executives personal representative) shall
promptly surrender to the Company the original and all copies of any materials
containing confidential information of the Company which are then in the
Executives possession or control; provided, however, that the Executive shall
not be required to surrender the Executives rolodexes, personal diaries and
other items of a personal nature.  12.NON-COMPETITION;
NON-SOLICITATION.  (a)The
Executive acknowledges (i) that in the course of the Executives employment
with the Company the Executive will become familiar with trade secrets and
customer lists of, and other confidential information concerning, the Company
and its Affiliates, customers and clients and (ii) that the Executives
services will be of special, unique and extraordinary value to the Company.  (b)The
Executive agrees that, during the Employment Term and for a period of one year
following the Executives termination of employment for any reason (the Non-Competition
Period), the Executive shall not in any manner, directly or indirectly, alone
or through any person, firm, corporation or enterprise or as a member of a
partnership or as an officer, director, stockholder, investor or employee of or
advisor or consultant to any person, firm, corporation or enterprise or
otherwise, engage or be engaged, or assist any other person, firm, corporation
or enterprise in engaging or being engaged in any Competitive Activity (as
defined below). For the purposes of this Section 12, a Competitive Activity
shall mean, unless otherwise determined by the Board, a business that (i) is
being conducted by the Company or any Affiliate at the time in question and
(ii) was being conducted, or was under active consideration to be conducted, by
the Company or any Affiliate, at the date of the termination of the Executives
employment.  (c)The
Executive further agrees that during the Non-Competition Period the Executive
shall not (i) in any manner, directly or indirectly, solicit or recruit (or
attempt to solicit or recruit) any employee of or advisor or consultant to the
Company or its Affiliates to terminate such persons employment or advisor or
consultant relationship with the Company or its Affiliates, work for a person
other than the Company or its Affiliates, work as an independent contractor, or
engage in any activity that would cause any such employee, advisor or
consultant to violate any agreement with the Company or its Affiliates; (ii) in
any manner, directly or  9


indirectly, hire or cause to be hired any employee of
or advisor or consultant to the Company or any of its Affiliates for any
purpose or in any capacity whatsoever; or (iii) in connection with any business
to which Section 12(b) applies, call on, service, solicit or otherwise do
business with any customer of the Company or any of its Affiliates; provided,
however, that the restriction contained in clause (iii) of this Section 12(c)
shall not apply to, or interfere with, the proper performance by the Executive
of the duties and responsibilities under Section 3 of this Agreement.  (d)Nothing
in this Section 12 shall prohibit the Executive from being a passive owner of
not more than two percent (2%) of the outstanding common stock, capital stock and
equity of any firm, corporation or enterprise so long as the Executive has no
active participation in the management or business of such firm, corporation or
enterprise.  (e)If
the restrictions stated herein are found by a court to be unreasonable, the
parties hereto agree that the maximum period, scope or geographical area
reasonable under such circumstances shall be substituted for the stated period,
scope or area and that the court shall revise the restrictions contained herein
to cover the maximum period, scope and area permitted by law.  (f)If
the Executive violates any provision of Section 12, the restrictions of the
applicable provision shall continue to apply for an additional period of one
year after the date of such violation.  13.REMEDIES.  Each
of the parties to this Agreement shall be entitled to enforce its rights under
this Agreement specifically, to recover damages and costs (including, without
limitation, reasonable attorneys fees) caused by any breach of any provision
of this Agreement and to exercise all other rights existing in its favor.The parties hereto agree and acknowledge that money
damages would not be an adequate remedy for any breach of the provisions of
this Agreement and that any party may in its sole discretion apply to any court
of law or equity of competent jurisdiction (without posting any bond or
deposit) for specific performance and/or other injunctive relief in order to
enforce or prevent any violations of the provisions of this Agreement. Nothing
in this Section 13 is intended to prevent the parties from raising any and all
defenses with respect to the necessity for, and scope of, such injunctive or
equitable relief.  14.RESOLUTION
OF DISPUTES.  Subject
to the provisions of Section 13 regarding specific performance and/or
injunctive relief, any disputes arising under or in connection with this
Agreement or the Executives employment or termination of employment shall be
resolved by binding arbitration, to be held in Philadelphia, Pennsylvania, in
each case in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association. Judgment upon the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. To the extent permitted by applicable law and rules, the
Executive and the Company shall share equally in the administrative costs and
fees of any arbitration, including the arbitrators  10


compensation,
except that the party requesting arbitration shall be solely responsible for
the applicable filing fees and costs.  15.EXPENSES.  Subject
to the provisions of Sections 13 and 14, in the event any party hereto seeks a
judicial adjudication of, or an award in arbitration to enforce, the partys
rights under, or to recover damages for the breach of, this Agreement, the
prevailing party shall be entitled to recover from the other party or parties,
as the case may be, any and all costs actually and reasonably incurred by the
prevailing party in such judicial adjudication or arbitration, including,
without limitation, reasonable attorneys fees, but only to the extent the
party prevails in such proceeding.  16.ASSIGNABILITY;
BINDING NATURE.  This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors, heirs (in the case of the Executive) and assigns. Rights
or obligations of the Company under this Agreement may be assigned or
transferred by the Company pursuant to a merger or consolidation in which the
Company is not the continuing entity, or the sale or liquidation of all or
substantially all of the assets of the Company, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company and such assignee or transferee assumes the liabilities, obligations
and duties of the Company, as contained in this Agreement, either contractually
or as a matter of law. The Company further agrees that, in the event of a sale
of assets or liquidation as described in the preceding sentence, it shall take
whatever action it reasonably can in order to cause such assignee or transferee
to expressly assume the liabilities, obligations and duties of the Company
hereunder. No rights or obligations of the Executive under this Agreement may
be assigned or transferred by the Executive other than the Executives rights
to compensation and benefits, which may be transferred only by will or
operation of law. In the event of a Change in Control, the Company shall
require any successor to the Company or any acquiror of all or substantially
all the Companys assets to assume and honor the Agreement.  17.REPRESENTATIONS
AND WARRANTIES.  (a)The
Company represents and warrants that it has all requisite corporate power and
authority to enter into this Agreement and that the performance by the Company
of its obligations under this Agreement will not violate any agreement to which
it is a party.  (b)The
Executive represents that the execution of this Agreement by the Executive and
the performance by the Executive of the obligations hereunder will not violate
any agreement to which the Executive is a party.  (c)The
Executive hereby represents and warrants that the Executive is not bound by the
terms of any agreement with any previous employer or other party to refrain
from competing, directly or indirectly, with the business of such previous
employer or any other party. The Executive further represents and warrants that
Executives performance of all the terms of this Agreement and as an employee
of the Company does not and will not breach any agreement to keep in confidence
proprietary information, knowledge or data acquired by the Executive in  11


confidence
or in trust prior to Executives employment with the Company. The Executive
will not disclose to the Company or induce the Company to use any confidential
or proprietary information or material belonging to any previous employer or
others. The Executive will not hereafter grant anyone any rights inconsistent
with the terms of this Agreement.  18.ENTIRE
AGREEMENT.  This
Agreement and the Exhibit attached hereto and incorporated herein by reference
contain the entire understanding and agreement between the parties concerning
the subject matter hereof and thereof and supersede all prior agreements,
understandings, discussions, negotiations and undertakings, whether written or
oral, between the parties with respect thereto, including, without limitation,
the Prior Employment Agreement. This is an integrated document.  19.AMENDMENT
OR WAIVER.  No
provision in this Agreement may be amended unless such amendment is agreed to
in writing and signed by the Executive and an authorized officer of the
Company, other than the Executive. No waiver by either party of any breach by
the other party of any condition or provision contained in this Agreement to be
performed by such other party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time. Any
such waiver must be in writing and signed by the Executive or an authorized
officer of the Company, other than the Executive, as the case may be.  20.SEVERABILITY.  In the
event that any provision or portion of this Agreement shall be determined to be
invalid or unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall be unaffected thereby and shall remain in
full force and effect to the fullest extent permitted by law so as to achieve
the purposes of this Agreement.  21.SURVIVORSHIP.  Except
as otherwise expressly set forth in this Agreement, the respective rights and
obligations of the parties hereunder shall survive any termination of the
Executives employment. This Agreement itself (as distinguished from the
Executives employment) may not be terminated by either party without the
written consent of the other party.  22.REFERENCES.  In the
event of the Executives death or a judicial determination of the Executives
incompetence, reference in this Agreement to the Executive shall be deemed,
where appropriate, to refer to the Executives beneficiary, estate or other
legal representative.  23.GOVERNING
LAW/JURISDICTION.  This
Agreement shall be governed in accordance with the laws of the State of
Delaware without reference to principles of conflict of laws.  12


24.NOTICES.  All
notices and other communications required or permitted hereunder shall be in
writing and shall be deemed given when (a) delivered personally, (b) sent by
certified or registered mail, postage prepaid, return receipt requested or (c)
delivered by overnight courier (provided that a written acknowledgment of
receipt is obtained by the overnight courier) to the party concerned at the
address indicated below or to such changed address as such party may
subsequently give such notice of:  If to the Company:
  VIASYS Healthcare Inc.
  227 Washington Street, Suite 200
  Conshohocken, PA 19428
  Attn.: General Counsel and Corporate Vice President, Human ResourcesIf to Executive:
  The last known address of the Executive, as provided
  to the Company by the Executive  25.HEADINGS.  The
headings of the sections contained in this Agreement are for convenience only
and shall not be deemed to control or affect the meaning or construction of any
provision of this Agreement.  26.COUNTERPARTS.  This
Agreement may be executed in counterparts.  [Remainder of Page Intentionally Left Blank]  13


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the
restatement set forth above.  VIASYS HEALTHCARE INC.By:/s/ RANDY H. THURMANName: Randy H. ThurmanTitle: Chief Executive Officer/s/ MATTHEW M. BENNETTMatthew M. Bennett  14


EXHIBIT A  Confidential Information and Invention Agreement  15