Exhibit 10.10

VIASYS HEALTHCARE INC.    AMENDED AND RESTATED  EXECUTIVE RETENTION AGREEMENT

THIS AGREEMENT by and between VIASYS Healthcare Inc., a Delaware corporation (the "Company"), and Mr. Randy H. Thurman (the "Executive") made and
entered into as of April 16, 2001 (the "Effective Date") is hereby amended and restated as of November 19, 2002 in the form set forth below.

WHEREAS,
the Company and the Executive have entered into an employment agreement (the "Employment Agreement") as of April 2, 2001, as amended on September 24, 2001 and
November 19, 2002;

WHEREAS,
the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such
possibility, and the uncertainty and questions that it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders;
and

WHEREAS,
the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of
the Company's Chief Executive Officer without distraction from the possibility of a change in control of the Company and related events and circumstances.

NOW,
THEREFORE, as an inducement for and in consideration of the Executive remaining in its employ, the Company agrees that the Executive shall receive the severance benefits set forth
in this Agreement in the event the Executive's employment with the Company is terminated under the circumstances described below subsequent to a Change in Control (as defined in Section 1.1).

1.    KEY DEFINITIONS.

As
used herein, the following terms shall have the following respective meanings:

1.1  "CHANGE
IN CONTROL" means an event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or
occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):



---



1.2  "CHANGE
IN CONTROL DATE" means the first date during the Term (as defined in Section 2) on which a Change in Control occurs.

1.3  "CAUSE"
shall have the meaning set forth at Section 1(d) of the Employment Agreement.

1.4  "GOOD
REASON" means the occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through
(g) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the Date of Termination specified in the
Notice of Termination (each as defined in Section 3.2(a)) given by the Executive in respect thereof, such event or circumstance has been fully corrected and the Executive has been reasonably
compensated for any losses or damages resulting therefrom (provided that such right of correction by the Company shall only apply to the first Notice of Termination for Good Reason given by the
Executive).



2

---



The
Executive's right to terminate his employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness.

1.5  "DISABILITY"
shall have the meaning set forth in Section 1(g) of the Employment Agreement.

2.    TERM OF AGREEMENT.

2.1LENGTH OF AGREEMENT.This Agreement, and all rights and obligations of the parties hereunder, shall take
effect upon the Effective Date and shall expire upon the first to occur of (a) the expiration of the Term (as defined below) if a Change in Control has not occurred during the Term,
(b) the date that is eighteen (18) months after the Change in Control Date, if the Executive is still employed by the Company as of such later date, or (c) the fulfillment by the
Company of all of its obligations under Sections 4 and 5.2 if the Executive's employment with the Company terminates within (i) eighteen (18) months following or (ii) six
(6) months before the Change in Control Date and it is reasonably demonstrated by the Executive that such termination of employment (A) was at the request of a third party who has taken
steps reasonably calculated to effect a Change of Control or (B) otherwise arose in connection with or in anticipation of a Change of Control.

3

---

2.2TERM."Term" shall mean the period commencing as of the Effective Date and continuing in effect through the
date that is six (6) months following the last day of the "Term of Employment" including any extension thereto, as defined in the Employment Agreement.

3.    EMPLOYMENT STATUS; TERMINATION FOLLOWING CHANGE IN CONTROL.

3.1NOT AN EMPLOYMENT CONTRACT.The Executive acknowledges that this Agreement does not
constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at
any time; provided, however, that the parties acknowledge that the Executive's terms and conditions of employment are to be governed by the Employment Agreement.

3.2TERMINATION OF EMPLOYMENT.



4

---



4.    BENEFITS TO EXECUTIVE.

4.1STOCK ACCELERATION.If the Change in Control Date occurs during the Term, then, effective upon the
termination of the Executive (except as otherwise provided in Section 4.2(c) below, other than for Cause) following the Change in Control Date, (a) each outstanding option to purchase
shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full and will no longer be subject to a right of repurchase by the Company and (b) each
outstanding restricted stock award shall be deemed to be fully vested and will no longer be subject to a right of repurchase by the Company.

4.2COMPENSATION.If the Change in Control Date occurs during the Term and the Executive's employment with the
Company terminates within (a) eighteen (18) months following the Change in Control Date or (b) within six (6) months prior to the Change of Control Date and it is
reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or
(ii) otherwise arose in connection with or in anticipation of a Change of Control, the Executive shall be entitled to the following benefits:



5

---







4.3TAXES.In the event that the Company undergoes a "Change in Ownership or Control" (as defined below), and
thereafter, the Executive becomes eligible to receive "Contingent Compensation Payments" (as defined below) the Company shall, as soon as administratively feasible after the Executive becomes so
eligible determine and notify the Executive (with reasonable detail regarding the

6

---

basis for its determinations) (i) which of the payments or benefits due to the Executive following such Change in Ownership or Control constitute Contingent Compensation Payments,
(ii) the amount, if any, of the excise tax (the "Excise Tax") payable pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), by the Executive with
respect to such Contingent Compensation Payment and (iii) the amount of the "Gross-Up Payment" (as defined below) due to the Executive with respect to such Contingent Compensation
Payment. Within thirty (30) days after delivery of such notice to the Executive, the Executive shall deliver a response to the Company (the "Executive Response") stating either (A) that
the Executive agrees with the Company's determination pursuant to the preceding sentence or (B) that the Executive disagrees with such determination, in which case the Executive shall indicate
which payment and/or benefits should be characterized as a Contingent Compensation Payment, the amount of the Excise Tax with respect to such Contingent Compensation Payment and the amount of the
Gross-Up Payment due to the Executive with respect to such Contingent Compensation Payment. If the Executive states in the Executive Response that the Executive agrees with the Company's
determination, the Company shall make the Gross-Up Payment to the Executive within three business days following delivery to the Company of the Executive Response. If the Executive states
in the Executive Response that the Executive disagrees with the Company's determination, then, for a period of fifteen (15) days following delivery of the Executive Response, the Executive and
the Company shall use good faith efforts to resolve such dispute. If such dispute is not resolved within such fifteen (15) day period, such dispute shall be settled exclusively by arbitration
in Philadelphia, Pennsylvania, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.
The Company shall, within three business days following delivery to the Company of the Executive Response, make to the Executive those Gross-Up Payments as to which there is no dispute
between the Company and the Executive regarding whether they should be made. The balance of the Gross-Up Payments shall be made within three business days following the resolution of such
dispute. The amount of any payments to be made to the Executive following the resolution of such dispute shall be increased by the amount of the accrued interest thereon computed at the prime rate
announced from time to time by The Wall Street Journal compounded monthly from the date that such payments originally were due. In the event that the Executive fails to deliver an Executive Response
on or before the required date, the Company's initial determination shall be final.

For
purposes of this Section 4.3, the following terms shall have the following respective meanings:



4.4OUTPLACEMENT SERVICES.In the event the Executive is terminated by the Company (other than for Cause,
Disability or Death), or the Executive terminates employment for Good Reason, within (a) eighteen (18) months following or (b) six (6) months prior to the Change in Control
Date

7

---

and it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of
Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, the Company shall provide outplacement services through one or more outside firms of the
Executive's choosing up to an aggregate of $40,000, with such services to extend until the earlier of (A) twelve (12) months following the termination of Executive's employment or
(B) the date the Executive secures full time employment.

4.5MITIGATION.The Executive shall not be required to mitigate the amount of any payment or benefits provided
for in this Section 4 by seeking other employment or otherwise. Further, except as provided in Section 4.2(a)(ii), the amount of any payment or benefits provided for in this
Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed
by the Executive to the Company or otherwise.

5.    DISPUTES.

5.1SETTLEMENT OF DISPUTES; ARBITRATION.All claims by the Executive for benefits under this Agreement shall be
directed to and determined by the Board of Directors of the Company and shall be in writing. Any denial by the Board of Directors of a claim for benefits under this Agreement shall be delivered to the
Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board of Directors shall afford a reasonable opportunity to
the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration in
Philadelphia, Pennsylvania, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

5.2EXPENSES.The Company agrees to pay as incurred, to the full extent permitted by law, all legal, accounting
and other fees and expenses which the Executive may reasonably incur as a result of any claim or contest (regardless of the outcome thereof) by the Company, the Executive or others regarding the
validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive regarding the amount
of any payment or benefits pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

6.    SUCCESSORS.

6.1SUCCESSOR TO COMPANY.The Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company
would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a
breach of this Agreement and shall constitute Good Reason if the Executive elects to terminate employment, except that for purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as defined above and any successor to its business or assets as aforesaid which
assumes and agrees to perform this Agreement, by operation of law or otherwise.

6.2SUCCESSOR TO EXECUTIVE.This Agreement shall inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the
Executive or the Executive's family hereunder if the Executive had continued to live, all

8

---

such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.

7.    NOTICE.All notices, instructions and other communications given hereunder or in connection herewith shall be in writing.
Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable
nationwide overnight courier service, in each case addressed to the Company, at 227 Washington Street, Suite 200, Conshohocken, PA 19428 and to the Executive at the Executive's principal residence as
currently reflected on the Company's records (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith). Any such notice,
instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day
after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice,
instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.

8.    MISCELLANEOUS.

8.1SEVERABILITY.The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

8.2INJUNCTIVE RELIEF.The Company and the Executive agree that any breach of this Agreement by the Company is
likely to cause the Executive substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Executive shall have the
right to specific performance and injunctive relief.

8.3GOVERNING LAW.The validity, interpretation, construction and performance of this Agreement shall be
governed by the internal laws of the State of Delaware, without regard to conflicts of law principles.

8.4WAIVERS.No waiver by the Executive at any time of any breach of, or compliance with, any provision of this
Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at any subsequent time.

8.5COUNTERPARTS.This Agreement may be executed in counterparts, each of which shall be deemed to be an
original but both of which together shall constitute one and the same instrument.

8.6TAX WITHHOLDING.Any payments provided for hereunder shall be paid net of any applicable tax withholding
required under federal, state or local law.

8.7ENTIRE AGREEMENT.This Agreement sets forth the entire agreement of the parties hereto in respect of the
subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby
terminated and cancelled.

8.8AMENDMENTS.This Agreement may be amended or modified only by a written instrument executed by both the
Company and the Executive.

[Remainder
of Page Intentionally Left Blank]

9

---

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

| |  | VIASYS HEALTHCARE INC.
| |  | ----------------------
| |  |                       
| |  |                       
| |  | By:                   
| |  | Name:                 
| |  | Title:                
| |  |                       
| |  |                       
| |  | EXECUTIVE             
| |  |                       
| |  |                       
| |  |                       
| |  | Randy H. Thurman      

10

---

QuickLinks