Exhibit 10.16


 


[Execution Copy]


 


Smiths Medical Holdco Limited


765 Finchley Road


London NW 11 8DS


 


December 5, 2004


 


Ralph Dickman


Medex, Inc.


2231 Rutherford Road


Carlsbad, CA 92008


 


Dear Ralph:


 


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 one hundred ninety-seven thousand six
hundred ($197,600) dollars, plus an annual cost of living allowance in an
amount equal to (i) six thousand six hundred sixty-seven ($6,667) dollars
per year from the Closing until September 1, 2005 and (ii) three
thousand three hundred thirty-three ($3,333) dollars per year from September 1,
2005 until September 1, 2006.  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
three hundred fifty dollars ($1,350) 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/ Dominick A. Arena

  	
   

  
	
   

  	
  Name:

  	
  Dominick A. Arena

  	
   

  
	
   

  	
  Title:

  	
  CEO

  	
   

  
	
   

  	
   

  
	
  The above terms are accepted and approved:

  	
   

  
	
   

  	
   

  
	
  /s/ Ralph
  Dickman

  	
   

  	
   

  
	
  (Signature of the Employee)

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:  
  December 5, 2004

  	
   

  
							



 


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