Exhibit
10.1


 


  ICU Medical, Inc.


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT
is made and entered into as of this first day of January 2010, by and
between ICU Medical, Inc., a Delaware corporation (“Employer”), and George
A. Lopez (“Employee”).


 


RECITALS


 


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


 


B.                                    Employer desires to employ Employee, and
Employee desires 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,
2010 and shall continue until December 31, 2010 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) March 31,
2011 if, but only if, at December 31, 2010 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 March 31,
2011 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 President and Chief Executive Officer.  Employee hereby accepts such employment on
the terms and conditions of this Agreement.


 


2.2                               Position and Duties.    Employee
shall serve, as  President and Chief
Executive Officer 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 Board of
Directors.


 


2.3                               Standard of Performance.  Employee
agrees that 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 business energies and abilities and all of his productive
time to the performance of his 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 that conflict with Employee’s obligations to the Company.


 


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 $ 670,000 annually in equal installments
payable no less frequently than semi-monthly.


 


3.3                               Incentive Bonus
Compensation.  (see ADDENDUM TO EMPLOYMENT AGREEMENT
JANUARY-DECEMBER 2010).


 


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. 
Employee is entitled to additional vacation time entirely at the sole
discretion of employee.


 


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 and permanent disability, which renders
the Employee unable to perform the essential functions of his/her job, with or
without reasonable accommodation, 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,  and regularly accrued
salary for any pay periods worked by the employee, but not paid.  Total and permanent disability means Employee
is unable to perform his/her duties with or without reasonable accommodation
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 acceptable to the Employee or his/her legal representative,  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 
prevents 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, 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.


 


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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 solicit any employee or contractor of the Company to
terminate his or her employment or contractor status with Company.


 


(b)                                 The Employee shall not, during the term
of this Agreement and thereafter, use Company trade secrets to solicit business
from or enter into a business relationship or transaction with any person or
entity that has or has had a business relationship with the Company (including,
but not limited to, customers) or disrupt, or attempt to disrupt, any
relationship, contractual or otherwise, between Company and any such person or
entity.


 


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.


 


7.3                               Attorneys’ Fees.  The prevailing
party in any suit, arbitration 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.


 


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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, the Retention Agreement entered into
as of April 18, 2001, 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 be amended, modified or supplemented only by a writing executed by each of
the parties.  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.


 


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


 


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(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

  	
  /s/ Michael T.
  Kovalchik, III, MD

  	
   

  	
  3/23/10

  
	
   

  	
   

  	
  Michael T.
  Kovalchik, III, MD

  	
   

  	
  date

  
	
   

  	
   

  	
  Chairman, Compensation
  Committee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ George A. Lopez,
  M.D.

  	
   

  	
  3/23/10

  
	
   

  	
   

  	
  George A. Lopez, M.D.

  	
   

  	
  date

  
	
   

  	
   

  	
  President and C.E.O.

  	
   

  	
   

  



 


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