exv10w67



 





EXHIBIT 10.67




2007 COMPENSATION INCENTIVE PLAN

VICE PRESIDENT, INTERNATIONAL SALES




     Your base salary for 2007 will be adjusted to DKK 1,799,640, effective March 31, 2007.



     Your 2007 bonus compensation will consist of participation in the broader Management Incentive
Program (MIP) per guidelines of Program (targeted at 7.5% of your base salary if the Company makes
its budgeted pre-tax income target, with up an opportunity of up to 15% based on Company and
individual performance) and the individualized incentive plan as described herein.



     One component of your 2007 individualized incentive will be based on the 2007 revenue of the
International sales channel, excluding revenues generated by selling products to Nihon Kohden (AED
& monitoring) and GE Medical, as internally reported (referred to as “primary sales”). At above
95% of budgeted primary sales you will be eligible for incentive pay of 0.5% of your base salary
for each percentage point by which actual sales are above 95% of budgeted primary sales. In
addition, if actual primary sales meet or exceed budget, you will receive an additional lump sum
bonus of DKK 45,000. So, for example, at 110% of budget, this component of your bonus would be
equal to DKK 179,973 (7.5% of base salary for performance which is 15% above the 95% threshold, or
DKK 134,973, plus DKK 45,000).



     Another component of your individualized incentive will be based on gross profit relating to
defibrillation products sold to Nihon Kohden and GE (outside of the United States). You will
receive a bonus of 0.225% of the direct gross profit resulting from combined sales to GE and Nihon
Kohden (including both defibrillation and cardiac monitoring products).



     Any bonus amounts payable in accordance with the terms of this letter which is determined as a
percentage of your salary will be calculated in DKK, based on your salary as stated in DKK. The
bonus amount that will be determined based on gross profit from sales to Nihon Kohden and GE will
be calculated in US$ and then converted into DKK at a rate of DKK 8.40 to US $1.0.



     These incentive bonuses, if any, will be paid no later than 30-days following the conclusion of the
audit of the financial statements for the year ending December 31, 2007 and their filing with the
SEC. The audited financial statements will be used to assure the reasonableness of the revenue and
gross profit amounts used in computing the bonuses. If the audit and filing with the SEC is not
completed by March 31, 2008, the incentive, if any, will be paid during the following month in
conjunction with the normal payroll practices.



     It is a condition of payment of any bonuses that the executive has not left employment nor is under
notice or has given notice to terminate his employment on or before March 31, 2008. The Incentive
Plan and the award of incentive pay is at the absolute discretion of the board of directors, and
the company reserves the right to modify, amend or cancel the Incentive Plan with or without notice
to the Executive.



     The Incentive Plan is not intended to create any contractual rights or agreement between the
employee and the Company, and as such does not modify, amend or supersede the nature of employment
with the company.



 









 





     Please sign as acceptance and return one copy to Lynda Melugin, Director, Human Resources, and
retain the other copy for your personal files.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	John Hinson	 	 	 	Kurt Lemvigh
	Chief Executive Officer	 	 	 	VP, International
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	Dated: