exhibit-10_48.htm


    Exhibit 10.48


    


    


    June 26,
2009

    


    Michael
C. Genau

    94 Colony
Crossing

    Edgewater,
Maryland 21037

    


    Dear
Mike,

    


    On behalf
of KCI, it is a pleasure to confirm the employment offer we recently discussed.
The specific terms and conditions of your new position will be as
follows:

     

    
      
        	
                Position
      Title:

              	 
      	
                President,
      Advanced Wound Care Division

              
	
                Employment
      Status:

              	 
      	
                Regular
      Full-Time, Exempt

              
	
                Annual
      Base Salary:

              	 
      	
                $490,000  ($20,416.66
      paid on

              
	 
      	 
      	
                the
      15th and last day of the month)

              
	
                Immediate
      Supervisor:

              	 
      	
                Catherine
      Burzik, President & CEO

              
	
                Location:

              	 
      	
                8023
      Vantage Drive

              
	 
      	 
      	
                San
      Antonio, TX 78230

              
	
                Start
      Date:

              	 
      	
                July
      15, 2009 or as mutually agreed

              
	
                Group
      Health Plan Effective Date:

              	 
      	
                Upon
      start date

              
	 
      	 
      	
                (Pending
      receipt of enrollment forms)

              
	 
      	 
      	 
      


      

    

          

    In
addition to your base salary, you will be eligible for an incentive bonus
opportunity with a target bonus value equal to 80% of your annual base salary as
part of the Annual Incentive Bonus (AIB program).  AIB awards will be
determined on both individual and corporate performance and will require that
you remain in a bonus eligible position through December 31 of the year in
question, except as otherwise set forth herein. For 2009, your target bonus
opportunity will be pro-rated based on your start date. This is a discretionary
incentive award, subject to change or termination at the Company’s sole
discretion.

    


    You will
receive a new hire equity grant consisting of 165,000 non-qualified stock
options (which vest ratably over 4 years) and 33,000 shares of restricted stock.
The option exercise price will be set as the closing price of KCI shares on your
start date (or the next subsequent closing price if your start date is a date on
which the market is closed). The restricted shares will vest 100% on the third
anniversary of your start date.  Your position is also eligible for
consideration for future annual grants. All future equity grant recommendations
are subject to CEO and Board of Directors approval, and all grants are governed
by the KCI 2008 Omnibus Stock Incentive Plan (the “Equity Plan”), which is
subject to change.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Michael
C. Genau

    June 26,
2009

    Page
2

     

     

    To assist
you with your pending relocation from Maryland to San Antonio, Texas, the
Company will provide the following: (Please contact our relocation coordinator,
Deborah Allen, at 210-255-6476.)

     

    
      	
              1.  

            	
              You
      will receive a one-time relocation allowance of $30,000 (less applicable
      withholding taxes).

               

            


    

    
      	
              2.  

            	
              The
      Company will arrange for packing, transport and delivery and unpacking of
      your household goods by a national freight carrier. These services will be
      direct billed to the Company.

               

            


    

    
      	
              3.  

            	
              The
      Company will arrange for transport of one personal vehicle by a contracted
      van line/open air carrier if distance is over 500 miles; three vehicles if
      distance is over 1000 miles or you will be reimbursed $.35 per mile for
      driving your vehicle(s) from Maryland to San Antonio. You will also be
      reimbursed reasonable meals and lodging expenses en route based on travel
      by the most direct route.

               

            


    

    
      	
              4.  

            	
              The
      Company will arrange for temporary housing for up to 90 days from your
      start date, which will be covered at 100% of the cost.

               

            


    

    
      	
              5.  

            	
              You
      will be reimbursed for a house-hunting trip to San Antonio for you and
      your spouse for up to 6 nights.

               

            


    

    
      	
              6.  

            	
              The
      company will pay for a final move trip for you and your eligible
      dependents of one-way airfare (if your cars have been shipped) arranged
      through our Corporate Travel Department.

               

            


    

    
      	
              7.  

            	
              The
      Company will reimburse you reasonable and customary real estate closing
      costs for the sale of your Maryland home (including realtor’s commission
      up to 6%), excluding seller paid points, prorated taxes, prorated interest
      and seller’s allowances. This reimbursement will be grossed up for tax
      purposes.

               

            


    

    
      	
              8.  

            	
              The
      Company will reimburse you normal closing costs for the purchase of your
      San Antonio residence, with a maximum of 1% for a loan origination fee and
      excluding discount points, prepaids and homeowner association fees. This
      reimbursement will be grossed up for tax purposes.

               

            


    

    
      	
              9.  

            	
              During
      your first 90 days of employment the Company will pay for one round-trip
      (first-class ticket) every other weekend for you to return to Maryland (or
      as otherwise agreed).

               

            


    

    
      	
              10.  

            	
              It
      is anticipated that you and your family will relocate to San Antonio as
      soon as possible with an expectation that your children will start school
      in San Antonio at the end of August.  To assist with this move,
      the Company has agreed that in the event your Maryland home is sold for
      less than $850,000 (with the approval of the Company), you will be
      reimbursed (on a grossed-up basis) for the difference between the sale
      price and $850,000.  Until your home in Maryland is sold, the
      Company will also provide you $3,000 per month (on a grossed-up basis) for
      up to 12 months to assist in covering your current mortgage, property
      taxes and other costs of your Maryland home.  The Company will
      also reimburse you for reasonable expenses related to the cost of staging
      your home for sale in Maryland.

            


    

    


    Any other
move related expenses will be discussed and reimbursed based on mutual
agreement. All accommodations should be arranged through our Corporate Travel
Department. Should you voluntarily resign your position with KCI within one year
of your start date, you will be required to reimburse the Company all
relocation-related expenses and the signing bonus described below.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Michael
C. Genau

    June 26,
2009

    Page
3

     

     

    You will
also be provided with a one-time signing bonus of $100,000 (subject to
applicable withholding). This bonus will be paid as soon as practical following
your start date.

    


    As an
Executive Committee member, you will be entitled to tax planning assistance (up
to $1,500 annually) and an executive physical exam (up to $1,800
annually).

    


    As a
senior leader of the Company, you will not be provided a specific vacation
benefit – we would anticipate that you would take approximately four weeks of
vacation a year but you will accrue no vacation balances and no vacation will be
banked, accrued or paid out.

    


    You will
be asked to sign the attached Executive Retention Agreement which generally
provides that in the event your employment is terminated by the Company other
than for Cause (as that term is defined in the Equity Plan), you will receive
(subject to your execution of a release and waiver in the form provided by the
Company) a severance payment equal to one years’ base salary and one year’s
target bonus (or two years base salary and two years’ target bonus if your
termination is other than for Cause within 24 months of a change
in-control).

    


    This
letter serves to establish the entirety of your employment relationship with KCI
and its subsidiaries, and supersedes any previous understanding that may have
been implied or expressed, either verbally or in writing, by any representative
of the Company.

    


    This
offer is contingent upon satisfactory completion of our pre-employment
screening, including a test for the use of illegal drugs, a criminal background
check and professional references. In addition, by your first day of employment,
you will be required to complete a Form 1-9 establishing your right to work in
the United States. Employment relationships with KCI and its subsidiaries are
at-will and may be terminated by notification from either party at any time,
with or without cause.

    


    If you
find the above terms and conditions of employment acceptable, please sign below
and return the original to me, with a fax copy of this signature page to me at
210-255-6756. Our offer is also contingent upon your signing and returning to me
a copy of a confidentiality and non-disclosure agreement (attached
separately).   This offer will expire on July 3, 2009 unless
otherwise agreed.

    


    Mike, it
is my sincere hope you will find your experience with KCI to be personally and
professionally rewarding. I look forward to a mutually prosperous working
relationship.

     

    Sincerely,

     

     

    
       

      
        	
                KCI

              	
                UNDERSTOOD
      AND AGREED:

                 

                 

              
	
                 /s/  R.
      James Cravens

                 

                R. James
      Cravens 

                Senior
      Vice President

                Human Resources and Corporate
Communications

                 

              	
                /s/  Michael C.
      Genau

                 

                Michael C.
      Genau 

                 

                Date: 
      June 30,
    2009