Exhibit 10.18


 


[Execution Copy]


 


Smiths Medical Holdco Limited


765 Finchley Road


London NW 11 8DS


 


December 5, 2004


 


Charles Jamison


Medex, Inc.


2231 Rutherford Road


Carlsbad, CA 92008


 


Dear Chuck:


 


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 two hundred eight thousand ($208,000)
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/ Charles Jamison

  	
   

  	
   

  
	
  (Signature of the Employee)

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:   December 5, 2004

  	
   

  
							



 


3