<PAGE>   1

                                                                    EXHIBIT 10.5
                                                                Draft of 7/18/01

                             VIASYS HEALTHCARE INC.

                            INDEMNIFICATION AGREEMENT

         This Agreement, made and entered into as of _______________, 2001 (this
"Agreement"), between Viasys Healthcare Inc., a Delaware corporation (the
"Company"), and _________________ (the "Indemnitee"):

         WHEREAS, highly competent persons are becoming more reluctant to serve
publicly-held corporations as directors or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification
against inordinate risks of claims and actions against them arising out of their
service to, and activities on behalf of, the corporation;

         WHEREAS, uncertainties relating to the continued availability of
adequate directors and officers liability insurance ("D&O Insurance") and
uncertainties relating to indemnification have increased the difficulty of
attracting and retaining such persons;

         WHEREAS, the Board of Directors of the Company (the "Board") has
determined that the difficulty in attracting and retaining such persons is
detrimental to the best interests of the Company's stockholders and that the
Company should act to assure such persons that there will be increased certainty
of such protection in the future;

         WHEREAS, it is reasonable, prudent and necessary for the Company to
obligate itself contractually to indemnify such persons so that they will serve
or continue to serve the Company free from undue concern that they will not be
so indemnified;

         WHEREAS, Indemnitee is willing to serve, continue to serve and/or take
on additional service for or on behalf of the Company on the condition that he
or she be so indemnified and that such indemnification be so guaranteed; and

         WHEREAS, the Company and Indemnitee have previously entered into an
Indemnification Agreement and wish to amend and restate such Indemnification
Agreement;

         NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

         1. SERVICES BY INDEMNITEE. Indemnitee agrees to serve or continue to
serve as a director or officer of the Company. This Agreement shall not impose
any obligation on Indemnitee or the Company to continue Indemnitee's position
with the Company beyond any period otherwise applicable.

         2. INDEMNITY. The Company shall indemnify, and shall advance Expenses
(as hereinafter defined) to, Indemnitee as provided in this Agreement and to the
fullest extent permitted by law.

         3. GENERAL. Indemnitee shall be entitled to the rights of
indemnification provided in this Section 3 if, by reason of his or her Corporate
Status (as hereinafter defined), Indemnitee is,

<PAGE>   2

or is threatened to be made, a party to any threatened, pending, or
completed action, suit, arbitration, alternative dispute resolution proceeding,
investigation, administrative hearing or other proceeding whether civil,
criminal, administrative or investigative (other than an action, suit or
proceeding covered by Section 4 hereof). Pursuant to this Section 3, Indemnitee
shall be indemnified against Expenses, judgments, penalties, fines and/or
amounts paid in settlement incurred by Indemnitee or on his or her behalf in
connection with such action, suit, arbitration, alternative dispute resolution
proceeding, investigation, administrative hearing or other proceeding whether
civil, criminal, administrative or investigative or any claim, issue or matter
therein and whether or not Indemnitee is made a party thereto, if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

         4. PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. In the case of any
threatened, pending or completed action, suit or proceeding by or in the right
of the Company, indemnification shall be made to the maximum extent permitted
under Delaware law.

         5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY
SUCCESSFUL. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his or her Corporate Status, a party to and is
successful, on the merits or otherwise, in any action, suit, arbitration,
alternative dispute resolution proceeding, investigation, administrative hearing
or other proceeding whether civil, criminal, administrative or investigative,
Indemnitee shall be indemnified against all Expenses incurred by Indemnitee or
on his or her behalf in connection therewith. If Indemnitee is not wholly
successful but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such action, suit, arbitration,
alternative dispute resolution proceeding, investigation, administrative hearing
or other proceeding whether civil, criminal, administrative or investigative,
the Company shall indemnify Indemnitee against all Expenses incurred by
Indemnitee or on his or her behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter by dismissal, or withdrawal with or
without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.

         6. ADVANCE OF EXPENSES. The Company shall advance all Expenses incurred
by or on behalf of Indemnitee in connection with any action, suit, arbitration,
alternative dispute resolution proceeding, investigation, administrative hearing
or other proceeding involving his or her Corporate Status whether civil,
criminal, administrative or investigative within 20 days after the receipt by
the Company of a statement or statements from Indemnitee requesting such advance
or advances from time to time, whether prior to or after final disposition of
such action, suit, arbitration, alternative dispute resolution proceeding,
investigation, administrative hearing or other proceeding whether civil,
criminal, administrative or investigative. Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee and shall include or be
preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay
any Expenses advanced if it shall ultimately be determined that Indemnitee is
not entitled to be indemnified against such Expenses, which undertaking shall be
accepted by or on behalf of the Company without reference to the financial
ability of Indemnitee to make repayment.

                                       2
<PAGE>   3

         7. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

         (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board in writing that
Indemnitee has requested indemnification.

         (b) Upon written request by Indemnitee for indemnification pursuant to
Section 7(a) hereof, a determination, if required (but only to the extent
required) by applicable law as a precondition to payment, with respect to
Indemnitee's entitlement thereto shall be made in the specific case: (i) if a
Change in Control (as hereinafter defined) shall have occurred, by Independent
Counsel (as hereinafter defined) in a written opinion to the Board, a copy of
which shall be delivered to Indemnitee (unless Indemnitee shall request that
such determination be made by the Board or the stockholders, in which case the
determination shall be made in the manner provided below in clauses (ii) or
(iii)); (ii) if a Change of Control shall not have occurred, (A) by the Board by
a majority vote of Disinterested Directors (as hereinafter defined), even if
less than a quorum, or (B) by a committee of Disinterested Directors designated
by a majority vote of Disinterested Directors, even if less than a quorum, or
(C) if the Disinterested Directors so direct, by Independent Counsel in a
written opinion to the Board, a copy of which shall be delivered to Indemnitee
or (D) by the stockholders of the Company; or (iii) as provided in Section 8(b)
of this Agreement; and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within 10 days after such
determination. Indemnitee shall cooperate with the person, persons or entity
making such determination with respect to Indemnitee's entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
costs or expenses (including attorneys' fees and disbursements) incurred by
Indemnitee in so cooperating shall be borne by the Company (irrespective of the
determination as to Indemnitee's entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

         (c) In the event the determination of entitlement to indemnification is
to be made by Independent Counsel pursuant to Section 7(b) of this Agreement,
the Independent Counsel shall be selected as provided in this Section 7(c). If a
Change of Control shall not have occurred, the Independent Counsel shall be
selected by the Board, and the Company shall give written notice to Indemnitee
advising him or her of the identity of the Independent Counsel so selected. If a
Change of Control shall have occurred, the Independent Counsel shall be selected
by Indemnitee (unless Indemnitee shall request that such selection be made by
the Board, in which event the preceding sentence shall apply), and Indemnitee
shall give written notice to the Company advising it of the identity of the
Independent Counsel so selected. In either event, Indemnitee or the Company, as
the case may be, may, within 7 days after such written notice of selection shall
have been given, deliver to the Company or to Indemnitee, as the case may be, a
written

                                       3
<PAGE>   4

objection to such selection. Such objection may be asserted only on the
ground that the Independent Counsel so selected does not meet the requirements
of "Independent Counsel" as defined in Section 14 of this Agreement, and the
objection shall set forth with particularity the factual basis of such
assertion. If such written objection is made, the Independent Counsel so
selected may not serve as Independent Counsel unless and until a court has
determined that such objection is without merit. If, within 20 days after
submission by Indemnitee of a written request for indemnification pursuant to
Section 7(a) hereof, no Independent Counsel shall have been selected or if
selected, shall have been objected to, in accordance with this Section 7(c),
either the Company or Indemnitee may petition the Court of Chancery of the State
of Delaware or other court of competent jurisdiction for resolution of any
objection which shall have been made by the Company or Indemnitee to the other's
selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the Court or by such other person as the Court
shall designate, and the person with respect to whom an objection is favorably
resolved or the person so appointed shall act as Independent Counsel under
Section 7(b) hereof. The Company shall pay reasonable fees and expenses of
Independent Counsel incurred in connection with its acting in such capacity
pursuant to Section 7(b) hereof. The Company shall pay any and all reasonable
fees and expenses incident to the procedures of this Section 7(c), regardless of
the manner in which such Independent Counsel was selected or appointed. Upon the
due commencement of any judicial proceeding or arbitration pursuant to Section
9(a) of this Agreement, Independent Counsel shall be discharged and relieved of
any further responsibility in such capacity (subject to the applicable standards
of professional conduct then prevailing).

         8.       PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

         (a) If a Change of Control shall have occurred, in making a
determination with respect to entitlement to indemnification hereunder, the
person, persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section 7(a) of this
Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption.

         (b) If the person, persons or entity empowered or selected under
Section 7 of this Agreement to determine whether Indemnitee is entitled to
indemnification shall not have made such determination within 60 days after
receipt by the Company of the request therefor, the requisite determination of
entitlement to indemnification shall be deemed to have been made and Indemnitee
shall be entitled to such indemnification, absent (i) a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to
make Indemnitee's statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification under
applicable law; provided, however, that such 60-day period may be extended for a
reasonable time, not to exceed an additional 30 days, if the person, persons or
entity making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining or evaluating of
documentation and/or information relating thereto; and provided, further, that
the foregoing provisions of this Section 8(b) shall not apply (i) if the
determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 7(b) of this Agreement and if (A) within 15
days after receipt

                                       4
<PAGE>   5

by the Company of the request for such determination the Board has resolved
to submit such determination to the stockholders for their consideration
at an annual meeting thereof to be held within 120 days after such
receipt and such determination is made thereat, or (B) a special meeting of
stockholders is called within 15 days after such receipt for the purpose of
making such determination, such meeting is held for such purpose within 105 days
after having been so called and such determination is made thereat, or (ii) if
the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 7(b) of this Agreement.

         (c) The termination of any action, suit, arbitration, alternative
dispute resolution proceeding, investigation, administrative hearing or other
proceeding whether civil, criminal, administrative or investigative or of any
claim, issue or matter therein by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not (except as otherwise
expressly provided in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not
act in good faith and in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company or, with respect to any
criminal action or proceeding, that Indemnitee had reasonable cause to believe
that his or her conduct was unlawful.

         9. REMEDIES OF INDEMNITEE.

         (a) In the event that (i) a determination is made pursuant to Section 7
of this Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 6
of this Agreement, (iii) the determination of entitlement to indemnification is
to be by Independent Counsel pursuant to Section 7(b) of this Agreement and such
determination shall not have been made and delivered in a written opinion within
90 days after receipt by the Company of the request for indemnification, (iv)
payment of indemnification is not made pursuant to Section 5 of this Agreement
within 10 days after receipt by the Company of a written request therefor, or
(v) payment of indemnification is not made within 10 days after a determination
has been made that Indemnitee is entitled to indemnification or such
determination is deemed to have been made pursuant to Section 8 of this
Agreement, Indemnitee shall be entitled to an adjudication in an appropriate
court of the State of Delaware, or in any other court of competent jurisdiction,
of Indemnitee's entitlement to such indemnification or advancement of Expenses.
Alternatively, Indemnitee, at his or her option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the rules of the
American Arbitration Association. Indemnitee shall commence such proceeding
seeking an adjudication or an award in arbitration within 180 days following the
date on which Indemnitee first has the right to commence such proceeding
pursuant to this Section 9(a). The Company shall not oppose Indemnitee's right
to seek any such adjudication or award in arbitration.

         (b) In the event that a determination shall have been made pursuant to
Section 7 of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 9
shall be conducted in all respects as a de novo trial, or arbitration, on the
merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. If a Change of Control shall have occurred, in any judicial
proceeding or

                                       5
<PAGE>   6

arbitration commenced pursuant to this Section 9 the Company shall have the
burden of proving that Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be.

         (c) If a determination shall have been made or deemed to have been made
pursuant to Section 7 or 8 of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 9, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee's statement not materially
misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law.

         (d) The Company shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 9 that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.

         (e) In the event that Indemnitee, pursuant to this Section 9, seeks a
judicial adjudication of or an award in arbitration to enforce Indemnitee's
rights under, or to recover damages for breach of, this Agreement, Indemnitee
shall be entitled to recover from the Company, and shall be indemnified by the
Company against, any and all expenses (of the types described in the definition
of Expenses in Section 14 of this Agreement) actually and reasonably incurred by
him or her in such judicial adjudication or arbitration, but only if Indemnitee
prevails therein. If it shall be determined in said judicial adjudication or
arbitration that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall be
appropriately prorated.

         10. SECURITY. To the extent requested by Indemnitee and approved by the
Board, the Company shall at any time and from time to time provide security to
Indemnitee for the Company's obligations hereunder through an irrevocable bank
line of credit, funded trust or other collateral. Any such security, once
provided to Indemnitee, may not be revoked or released without the prior written
consent of Indemnitee.

         11. NON-EXCLUSIVITY; DURATION OF AGREEMENT; INSURANCE; SUBROGATION.

         (a) The rights of indemnification and to receive advancement of
Expenses as provided by this Agreement are in addition to and shall not be
deemed exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the Company's certificate of incorporation or
by-laws, any other agreement, a vote of stockholders or a resolution of
directors, or otherwise. Without limiting the foregoing, the Company shall
indemnify Indemnitee to the fullest extent permitted under Delaware law. This
Agreement shall continue until and terminate upon the later of (a) 10 years
after the date that Indemnitee shall have ceased to serve as a director or
officer of the Company or director, officer or other fiduciary of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which Indemnitee served at the request of the Company; or (b) the
final termination of

                                       6
<PAGE>   7


all pending actions, suits, arbitrations, alternative dispute resolution
proceedings, investigations, administrative hearings or other proceedings
whether civil, criminal, administrative or investigative in respect of
which Indemnitee is granted rights of indemnification or advancement of
Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to
Section 9 of this Agreement relating thereto. This Agreement shall be binding
upon the Company and its successors and assigns and shall inure to the benefit
of Indemnitee and his or her heirs, executors and administrators.

         (b) To the extent that the Company maintains D&O Insurance, Indemnitee
shall be covered by such D&O Insurance in accordance with its terms to the
maximum extent of the coverage available for any director or officer under such
policy or policies.

         (c) In the event of any payment under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.

         (d) The Company shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

         12. SEVERABILITY; REFORMATION. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.

         13. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES.
Notwithstanding any other provision of this Agreement, Indemnitee shall not be
entitled to indemnification or advancement of Expenses under this Agreement with
respect to any action, suit or proceeding, or any claim therein, initiated,
brought or made by Indemnitee (i) against the Company, unless a Change in
Control shall have occurred, or (ii) against any person other than the Company,
unless approved in advance by the Board.

         14. DEFINITIONS. For purposes of this Agreement:

         (a) "CHANGE IN CONTROL" means an event or occurrence set forth in any
one or more of subsection (i) through (iv) 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):

                                       7
<PAGE>   8

                  (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 (A) the
         then-outstanding shares of common stock of the Company (the
         "Outstanding Company Common Stock") or (B) 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, (B) any acquisition by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Company or any corporation controlled by the Company, or (C) any
         acquisition by any corporation pursuant to a transaction which complies
         with clauses (A) and (B) of subsection (iii) of this Section 14(a);

                  (ii) such time as 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 ________, 2000 [the distribution date of
         the spinoff of the Company from Thermo Electron Corporation] 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; PROVIDED, HOWEVER, that there shall be excluded
         form 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, each of the following two conditions is satisfied: (A) all
         or substantially all of the individuals and entities who were 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 60% 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") in substantially the same proportions as their
         ownership, immediately prior to such Business Combination, of the
         Outstanding Company Common Stock and Outstanding Company Voting
         Securities, respectively; and (B) no Person (excluding the Acquiring
         Corporation or any employee benefit plan (or

                                       8
<PAGE>   9

         related trust) maintained or sponsored by the Company or by the
         Acquiring Corporation) beneficially owns, directly or indirectly, 40%
         or more of the then outstanding shares of common stock of the Acquiring
         Corporation, or of the combined voting power of the then-outstanding
         securities of such corporation entitled to vote generally in the
         election of directors; or

                  (iv) approval by the stockholders of the Company of a complete
         liquidation or dissolution of the Company.

         (b) "Corporate Status" describes the status of a person who is or was
or has agreed to become a director of the Company, or is or was an officer or
fiduciary of the Company or a director, officer or fiduciary of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company.

         (c) "Disinterested Director" means a director of the Company who is not
and was not a party to the action, suit, arbitration, alternative dispute
resolution proceeding, investigation, administrative hearing or any other
proceeding whether civil, criminal, administrative or investigative in respect
of which indemnification is sought by Indemnitee.

         (d) "Expenses" shall include all reasonable attorneys' fees, retainers,
court costs, transcript costs, fees and expenses of experts, including but not
limited to fees and expenses of investment bankers and/or consultants which the
Company has authorized Indemnitee to hire and attorneys for such experts, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, deliver service fees, a reasonable per diem fee to compensate
Indemnitee for his or her professional time and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend or investigating an action, suit,
arbitration, alternative dispute resolution proceeding, investigation,
administrative hearing or any other proceeding whether civil, criminal,
administrative or investigative.

         (e) "Independent Counsel" means a law firm, with over 100 lawyers, that
is experienced in matters of corporation law and neither currently is, nor in
the past five years has been, retained to represent: (i) the Company (including
any subsidiary thereof) or Indemnitee in any matter material to either such
party or (ii) any other party to the action, suit, arbitration, alternative
dispute resolution proceeding, investigation, administrative hearing or any
other proceeding whether civil, criminal, administrative or investigative giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term "Independent Counsel" shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an
action to determine Indemnitee's rights under this Agreement.

         15. HEADINGS. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

                                       9
<PAGE>   10

         16. MODIFICATION AND WAIVER. This Agreement may be amended from time to
time to reflect changes in Delaware law or for other reasons. No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.

         17. NOTICE BY INDEMNITEE. Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any matter
which may be subject to indemnification or advancement of Expenses covered
hereunder; provided, however, that the failure to give any such notice shall not
disqualify Indemnitee from indemnification hereunder.

         18. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered by hand and receipted for by the party to whom said notice or other
communication shall have been directed, or (ii) mailed by certified or
registered mail with postage prepaid, on the third business day after the date
on which it is so mailed:

         (a) If to Indemnitee, to:          The address shown beneath
                                            his or her signature on
                                            the last page hereof

         (b) If to the Company to:          Viasys Healthcare Inc.
                                            81 Wyman Street
                                            P.O. Box 9046
                                            Waltham, MA 02454-9046
                                            Attn:  Corporate Secretary

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.

         19. GOVERNING LAW. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware.

         20. ENTIRE 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.

                                       10

<PAGE>   11


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


Attest:                                    VIASYS HEALTHCARE INC.



By:                                        By:
   --------------------------------           ----------------------------------
   Name:                                   Randy H. Thurman
        ---------------------------        President and Chief Operating Officer
   Secretary

                                           INDEMNITEE


                                           By:
                                              ----------------------------------
                                              Name:
                                                   -----------------------------
                                              Address:
                                                      --------------------------


                                       11