Exhibit 10.9  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 Giulio Perillo (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 1, 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 Group President, Orthopedics 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
$236,250.00, 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
50% 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/ GIULIO PERILLOGiulio Perillo  14


EXHIBIT A  Confidential Information
and Invention Agreement  15