Exhibit 10.18


  ICU Medical, Inc.


EMPLOYMENT
AGREEMENT


THIS EMPLOYMENT AGREEMENT is
made and entered into as of this first day of January 2007, by and between ICU
Medical, Inc., a Delaware corporation (“Employer”), and                    (“Employee”).


RECITALS


A.            Employer is engaged in the business of developing and
manufacturing safe medical connectors.


B.            Employer desires to continue to employ Employee, and
Employee desires to continue to be employed, on the terms and conditions set
forth in this Agreement.


C.            Prior to or contemporaneously with the date of this
Agreement, Employee and the Company have entered into an Indemnification
Agreement and a Confidentiality and Inventions Agreement.


AGREEMENT


Accordingly,
in consideration of the mutual covenants contained herein, the parties agree as
follows:


1.             TERMS
OF AGREEMENT


1.1          Initial
Term   The initial
term of this agreement shall begin on January 1, 2007 and shall continue until
June 30, 2007 unless it is terminated earlier pursuant to Section 5.


1.2          Renewal
Terms    Notwithstanding
Section 1.1, this Agreement shall be extended and continue in effect, subject
to Section 5, until the earlier of (i) the execution by Employer and Employee
of an amendment extending this Agreement or a new employment agreement or (ii) September
30, 2007 if, but only if, at June 30, 2007 each of the following is true:


a.  This Agreement has not been terminated
pursuant to Section 5 and Employer has not notified Employee 


of a termination pursuant to Section 5;


b.  Neither Employer nor Employee has notified
the other of its or his intention not to extend or renew this 


Agreement; and



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c.  The parties have not yet executed an
amendment extending this Agreement or a new employment 


agreement.


Neither this Agreement nor the employment of Employee will in any event
continue beyond September 30, 2007 unless Employer and Employee execute an
amendment extending this Agreement or a new employment agreement by such date.


2.             EMPLOYMENT


2.1          Employment
of Employee. 
Employer hereby hires Employee as (position).  Employee hereby accepts such employment on
the terms and conditions of this Agreement.


2.2          Position
and Duties.   
Employee shall serve as (position) of Employer and shall have the
general powers and duties of management usually vested in that office in a
corporation and such other powers and duties as may be prescribed by the Board
of Directors or the Bylaws of Employer. 
In this position, Employee will report directly to, and be subject to
the supervision of the President and Chief Executive Officer.


2.3          Standard
of Performance. 
Employee agrees that s/he will at all times faithfully and industriously
and to the best of his/her ability, experience and talents perform all of the
duties that may be required of and from him/her pursuant to the terms of this
Agreement.  Such duties shall be
performed at such place or places as the interests, needs, business and
opportunities of Employer shall require or render advisable.


2.4          Exclusive
Service.  Employee
shall devote all of his/her business energies and abilities and all of his/her
productive time to the performance of his/her duties under this Agreement
(reasonable absences during holidays and vacations excepted), and shall not,
without the prior written consent of Employer, render to others any service of
any kind (whether or not for compensation) that, in the opinion of Employer,
would materially interfere with the performance of his/her duties under this
Agreement.


Employee
shall not, without the prior written consent of Employer, maintain any affiliation
with, whether as an agent, consultant, employee, officer, director, trustee or
otherwise, nor shall s/he directly or indirectly render any services of an
advisory nature or otherwise to, or participate or engage in, any other
business activity.


3.             COMPENSATION


3.1          Compensation.  During the term of this Agreement, Employer
shall pay the amounts and provide the benefits described in this Section 3, and
Employee agrees to accept such amounts and benefits in full payment for
Employee’s services under this Agreement.



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3.2          Base
Salary.  Employer
shall pay to Employee a base salary of


$                   
semi-annually in equal installments payable no less frequently than
semi-monthly.


3.3          Incentive Bonus Compensation. Employee
shall be eligible to receive a bonus equal to $                  
(which is equal to           (     %)
         ) of the base salary, as
set forth in section 3.2 at the sole discretion of the Chief Executive Officer.


3.4          Fringe
Benefits.  Subject
to Section 3.6 and upon satisfaction of the applicable eligibility
requirements, Employee shall be entitled to all fringe benefits which Employer
may make generally available from time to time for its executive
employees.  Such benefits shall include
without limitation those available, if any, under any group insurance, profit
sharing, pension or retirement plans or sick leave policy.


3.5          Vacation
and Holiday. 
Employee shall be entitled to vacations and holidays in accordance with
Employer’s policies in effect from time to time and published in the Employer’s
Employee Handbook.


3.6          Deduction
from Compensation. 
Employer shall deduct and withhold from all compensation payable to
Employee all amounts required to be deducted or withheld pursuant to any
present or future law, ordinance, regulation, order, writ, judgment, or decree
requiring such deduction and withholding.


3.7          Disability
Severance Benefits. 
Should Employee’s employment hereunder be terminated by reason of
his/her total disability, Employer shall pay Employee, within 30 days of termination,
a lump sum severance payment equal to 50% of the base salary in Section 3.2, in
addition to accrued vacation and regularly accrued salary for any pay periods
worked by the employee, but not paid. 
Total disability means Employee is unable to perform his/her duties for
a consecutive period of six months due to bodily injury or sickness, including
mental or nervous disorder, as determined by a physician selected by Employer,
and while disabled s/he does not engage in any employment for wage or profit.


Employer’s
obligation to pay disability severance benefits shall be reduced by any
payments for which s/he and his/her dependents are eligible under the Federal
Social Security Act, and any payment to which s/he is eligible under the Worker’s
Compensation Law, Unemployment Insurance Code or other similar legislation, or
under any other plan or insurance maintained and paid for by Employer providing
benefits for loss of time from disability or unemployment.


4.             REIMBURSEMENT
OF EXPENSES


Employer
shall pay to or reimburse Employee for those travel, promotional and similar
expenditures incurred by Employee which Employer determines are reasonably
necessary for the proper discharge of Employee’s duties under this Agreement
and for which Employee submits appropriate receipts and indicates the amount,
date, location and business character, provided that the nature and general
amount of such expenditures is either in accordance with the Company’s policies
announced from time to time or approved in advance.



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5.             TERMINATION


5.1          Termination
Date.  The date on
which this Agreement terminates shall be the “Termination Date.”  After the Termination Date, Employee shall
not be employed by Employer, Employer shall promptly pay to Employee any
compensation under this Agreement accrued but unpaid as of that date, and
Employee shall not be entitled to any compensation from Employer for the
performance by Employee after that date of any obligations of Employee to
Employer under this Agreement.


5.2          Termination
Without Cause.  Without
cause, Employer may terminate this Agreement at any time for any reason, or no
reason (including without limitation the Employee’s disability as a result of
any physical or mental condition that Employer determines will prevent Employee
from performing the essential functions of the job, with or without reasonable
accommodation) by giving Employee 60 days written notice.  If requested by Employer to do so, Employee
shall continue to perform his/her duties under this Agreement during such 60
day period.  This Agreement shall
automatically and without further action of Employer terminate on the death of
Employee.


5.3          Termination
For Cause. 
Employer may terminate this Agreement at any time without prior notice
for “cause” or in the event that Employee does not cure a breach of any
provision of this Agreement within five days after Employer delivers demand to
Employee to cure such breach.  For this
purpose, “cause” shall include, without limitation, (i) Employee’s
insubordination, meaning the willful failure to conform to or conduct
himself/herself in accordance with the policies and standards of Employer or
the refusal to perform the duties assigned pursuant to Section 2 or assigned by
the Board of Directors; (ii) the dishonesty of Employee; (iii) Employee’s
conviction for a felony or for fraud, embezzlement or any other act of moral
turpitude; (iv) any willful violation by Employee of laws or regulations
applicable to Employer’s business; or (v) Employee’s gross negligence or
willful misconduct in the performance of his/her duties under this Agreement
which would adversely affect the business or reputation of Employer.  A termination by Employee at any time after
the occurrence of an event which would constitute cause for termination by
Employer shall be considered a termination by Employer for cause.


5.4          Return
of Employer Property. 
Within five days after the Termination Date, Employee shall return to
Employer all products, books, records, forms, specifications, formulae, data
processes, designs, papers and writings relating to the business of Employer,
including without limitation proprietary or licensed computer programs,
customer lists and customer data, and/or copies or duplicates thereof in
Employee’s possession or under Employee’s control.  Employee shall not retain any copies or
duplicates of such property and all licenses granted to him/her by Employer to
use computer programs or software shall be revoked on the Termination Date.


6.             NONCOMPETITION


6.1          Noncompetition
During Employment. 
During the term of this Agreement, Employee shall not, without the prior
written consent of Employer, directly or indirectly render services of a
business, professional, or commercial nature to any person or firm,



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whether for
compensation or otherwise, or engage in any activity directly or indirectly or
as an officer, director, employee, consultant, or holder of more than one (1%)
percent of the capital stock of any other corporation.  Otherwise, Employee may make personal investments
in any other business so long as these investments do not require him/her to
participate in the operation of the companies in which s/he invests.


6.2          Non-solicitation­.  Employee acknowledges that s/he will have
access at the highest level to, and the opportunity to acquire knowledge of, valuable,
confidential and proprietary information relating to the business of the
Company and, accordingly, in order to preserve the value of such information
for the Company, Employee covenants and agrees as follows:


(a)           Employee shall not, during the term
of this Agreement and for a period of one year following the termination of
this Agreement for any reason, without the prior written consent of the
Company, directly or indirectly offer employment to, or engage the services of,
persons who were employed in the Company during the 12 month period preceding
such termination date.


(b)           The Employee shall not, during the
term of this Agreement and for a period of one year following termination of
this Agreement for any reason, solicit, for himself or others, any person or
entity which was a customer of the Company on such termination date.


7.             OTHER PROVISIONS


7.1          Compliance
With Other Agreements. 
Employee represents and warrants to Employer that the execution,
delivery and performance of this Agreement will not conflict with or result in
the violation or breach of any term or provision of any order, judgment,
injunction, contract, agreement, commitment or other arrangement to which
Employee is a party or by which s/he is bound, including without limitation any
agreement restricting the sale of products similar to Employer’s products in
any geographic location or otherwise. 
Employee acknowledges that Employer is relying on his/her representation
and warranty in entering into this Agreement, and agrees to indemnify Employer
from and against all claims, demands, causes of actions, damages, costs or
expenses (including attorneys’ fees) arising from any breach thereof.


7.2          Injunctive
Relief.  Employee
acknowledges that the services to be rendered under this Agreement and the
items described in Sections 5.4, 6 and 7 are of a special, unique and
extraordinary character, that it would be difficult or impossible to replace
such services or to compensate Employer in money damages for a breach of this
Agreement.  Accordingly, Employee agrees
and consents that if s/he violates any of the provisions of this Agreement,
Employer, in addition to any other rights and remedies available under this
Agreement or otherwise, shall be entitled to temporary and permanent injunctive
relief, without the necessity of proving actual damages and without the
necessity of posting any bond or other undertaking in connection therewith.



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7.3          Attorneys’
Fees.  The
prevailing party in any suit or other proceeding brought to enforce any
provisions of this Agreement, shall be entitled to recover all costs and
expenses of the proceeding and investigation (not limited to court costs),
including attorneys’ fees at the hourly rates usually charged by that party’s
attorneys.


7.4          Nondelegable
Duties.  This is a
contract for Employee’s personal services. 
The duties of Employee under this Agreement are personal and may not be
delegated or transferred in any manner whatsoever, and shall not be subject to
involuntary alienation, assignment or transfer by Employee during his/her life.


7.5          Entire
Agreement. No discussions or comments made by the
Employer’s agents, personnel, staff, officers or attorneys concerning the
subject matter of this Agreement evidence or imply any agreement other than the
terms specifically included herein. No provision can be waived or modified by
conduct or oral agreement either before or after execution of this Agreement. No representation, understanding, promise or
condition shall be enforceable against any party unless it is contained in this
Agreement, except as set forth in the Indemnification Agreement and
Confidentiality and Inventions Agreement. If there is any conflict between the
terms, conditions and provisions of this Agreement and those of any other
agreement or instrument, the terms, conditions and provisions of  this Agreement shall prevail.  This Agreement is the only agreement
and understanding between the parties pertaining to the subject matter of this
Agreement, and supersedes all prior agreements, summaries of agreements,
descriptions of compensation packages, discussions, negotiations,
understandings, representations or warranties, whether verbal or written,
between the parties pertaining to such subject matter.  Notwithstanding the foregoing, the parties
intend to be bound by the terms of the Indemnification Agreement and the
Confidentiality and Inventions Agreement, and the Long-Term Retention Plan, which
govern the relationship of the parties with respect to subject matter of those
respective agreements.


7.6          Governing
Law.  The validity,
construction and performance of this Agreement shall be governed by the laws,
without regard to the laws as to choice or conflict of laws, of the State of
California.


7.7          Severability.  The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions,
and this Agreement shall be construed in all respects as if any invalid or
unenforceable provision were omitted.


7.8          Amendment
and Waiver. This Agreement may not be modified or amended
except by a written agreement signed by the President/CEO of Employer, and
Employee.  Either party may in writing
waive any provision of this Agreement to the extent such provision is for the
benefit of the waiving party.  No waiver
by either party of a breach of any provision of this Agreement shall be
construed as a waiver of any subsequent or different breach, and no forbearance
by a party to seek a remedy for noncompliance or breach by the other party
shall be construed as a waiver of any right or remedy with respect to such
noncompliance or breach.


7.9          Binding
Effect.  The
provisions of this Agreement shall bind and inure to the benefit of the parties
and their respective successors and permitted assigns.



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7.10        Notice.  Any notices or communications required or
permitted by this Agreement shall be deemed sufficiently given if in writing
and when delivered personally or 48 hours after deposit with the United State
Postal Service as registered or certified mail, postage prepaid and addressed
as follows:


(a)           If to Employer, to the principal
office of Employer in the State of California, marked “Attention:  President”; or


(b)           If to Employee, to the most recent
address for Employee appearing in Employer’s records.


7.11        Headings.  The sections and other headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.


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


	
   

  	
   

  	
   

  	
  EMPLOYER

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ICU
  MEDICAL, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  George A. Lopez, M.D.

  	
   

  	
  date

  	
   

  
	
   

  	
   

  	
   

  	
  President and C.E.O.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  EMPLOYEE

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  (employee)

  	
   

  	
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