Exhibit 10.15


 


[Execution Copy]


 


 


Smiths Medical Holdco Limited


765 Finchley Road


London NW 11 8DS


 


December 5, 2004


 


Dominick Arena


Medex, Inc.


2231 Rutherford Road


Carlsbad, CA 92008


 


Dear Dominick:


 


I am excited on behalf of
Smiths Medical Holdco Limited (the “Company”) to have the opportunity to
work with you following the proposed transaction.  The purpose of this letter is to set out the
terms upon which we have agreed for your employment with Medex, Inc. (“Medex”)
to continue following the closing (the “Closing”) of the transactions
contemplated by the Agreement and Plan of Merger, dated as of December 5
2004 (the “Merger Agreement”), by and among the Company, Forest
Acquisition Corp., an Ohio corporation and a wholly-owned subsidiary of the
Company (“Merger Sub”), MedVest Holdings Corporation, an Ohio
corporation, (“MedVest”), each of the individual stockholders of the
Company signatories to the Merger Agreement, and OEP MedVest LLC, a Delaware
limited liability company, as representative on behalf of the stockholders of
MedVest.  Effective as of the Closing,
this letter shall amend the Severance and Non-Compete Agreement dated as of May 21,
2003 (as amended, the “Agreement”) between you and Medex.  Where there is a discrepancy between this
letter and the Agreement, this letter will be the controlling document.  Except as set forth in this letter, the
Agreement shall remain in full force and effect and you and Medex confirm your
agreement with the terms thereof.  Your
employment with Medex remains at will. 
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the Agreement.


 


1.             Base
Salary and Automobile Allowance. 
Your annual base salary shall be three hundred sixty-four thousand
($364,000) dollars.  Your base salary
shall be payable in accordance with the standard payroll practices of Medex,
less all statutory withholdings and deductions. 
Increases, if any, in this base salary are at Medex’s sole discretion,
based on your performance, and shall be effective August 1st of the
relevant year.  Your first performance
review will be in August 2005.  You
will receive an automobile allowance in the amount of one thousand six hundred
dollars ($1,600) per month, less all statutory withholds and deductions, for
the purchase and use of an automobile of a type suitable for an employee in
this position.


 


2.             Transition
Payments.  To induce the Company’s
affiliates to enter into the transactions contemplated by the Merger Agreement,
for which you will receive substantial benefit, you, Medex and the Company
hereby agree that (a) the benefits under Section 6(c) of the
Agreement (the “Change in Control Benefits”), (b) the remaining
payments to be made in accordance with Section 7 of the Agreement (the “Compete
Payment”), and (c) your bonus for the 2004 fiscal year (the “Bonus
Payment,” and 


 





















 


together with the Change in
Control Benefits and the Compete Payment, the “Transition Payments”)
shall be paid in accordance with Section 3 below.  You further agree that you will not be
entitled to receive the Compete Payment or the Bonus Payment if you voluntarily
terminate your employment with Medex during the Transition Period (as defined
in Section 3 below), and you will not be entitled to receive the Change in
Control Benefits if you voluntarily terminate your employment with Medex before
the first anniversary of Closing.  It is
understood and agreed by the parties that any termination for Good Reason (as
defined below) shall not be deemed to be a voluntary termination for purposes of
this letter.  “Good Reason” shall mean (A) a
material breach by Medex of any material obligation under the Agreement that is
not curable or that is not cured within 30 days after written notice thereof
from you to Medex or (B) your relocation from the present metropolitan
area of employment, without your consent.


 


3.             Termination.


 


(a)           During Transition Period.  The “Transition Period” shall be the
period beginning on the Closing Date and ending on December 31, 2005.  Medex shall pay in full the Compete Payment
and the Bonus Payment, plus interest thereon at the prime rate as published in
the Eastern edition of the Wall Street Journal from January 1, 2005 to the
date of payment, on the earlier of (i) the date Medex terminates your
employment, (ii) the termination of your employment for Good Reason or on
account of your death or disability or (iii) so long as you remain
employed with Medex during the entire Transition Period, December 31,
2005.


 


(b)           On the First Anniversary.  Medex shall pay in full the Change in Control
Benefits, including, without limitation, the continuation of medical insurance
coverage in the manner contemplated by Section 6(c)(iv) of the
Agreement, on the earlier of (i) the date Medex terminates your
employment, (ii) the termination of your employment for Good Reason or on
account of your death or disability or (iii) so long as you remain
employed with Medex during the entire twelve months period following the
Closing, the first anniversary of the Closing. 
Notwithstanding anything set forth in the Agreement to the contrary, the
parties acknowledge and agree that the aggregate cash payment to be paid as
part of the Change in Control Benefits shall include interest thereon at the
prime rate as published in the Eastern edition of the Wall Street Journal from January 1,
2005 to the date of payment.


 


2





















 


If you agree with the terms and
conditions of this letter, please return one original executed copy of this
document to me.  This letter shall become
effective only at the Closing, and if the Merger Agreement is terminated for
any reason whatsoever, the terms of this letter shall be of no force and
effect.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  Smiths
  Medical Holdco Limited

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. J.
  Taunt

  	
   

  
	
   

  	
  Name:

  	
  R. J. Taunt

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
  Medex, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael I. Dobrovic

  	
   

  
	
   

  	
  Name:

  	
  Michael I. Dobrovic

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  
	
  The above terms are accepted and approved:

  	
   

  
	
   

  	
   

  
	
  /s/ Dominick
  A. Arena

  	
   

  	
   

  
	
  (Signature of the Employee)

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:  
  December 5, 2004

  	
   

  
							



 


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