**Exhibit 10.36**
**CHANGE OF CONTROL AGREEMENT**
     AGREEMENT made as of this ninth day of October, 2001, between MeridianMedical Technologies, Inc., a Delaware corporation (hereinafter “Company”), and____________ (hereinafter “the Executive”).
     WHEREAS, the Company wishes to assure the continued availability of theExecutive’s services and to create an environment which will promote theExecutive’s giving impartial and objective advice in circumstances resultingfrom the possibility of a Change of Control (as herein defined) of the Company;and
     WHEREAS, the Company and the Executive wish to provide the Executive withfinancial protection in the event significant changes in the Executive’semployment status occur following a Change of Control of the Company.
     NOW, THEREFORE, the Company and the Executive, in consideration of theterms and conditions set forth herein and other valuable consideration, receiptand sufficiency of which are hereby acknowledged, mutually covenant and agreeas follows:
1. Term.
     The term of this Agreement shall commence on the date hereof and terminateon October 9, 2004 unless the Executive’s employment with the Company or asubsidiary is sooner terminated prior to a Change of Control in which case itwill terminate upon the termination of the Executive’s employment (the “Term”),provided, however, if a Change of Control occurs prior to October 9, 2004, thenthis Agreement will terminate on the second anniversary of the Change ofControl.
2. Payments Upon Change of Control and Termination Event.
     The Company shall make payments to the Executive as provided for inparagraph 4 hereof upon the occurrence of both a Change of Control of theCompany and a Termination Event, as such terms are defined in paragraph 3.
3. Definitions.
     (a)      “Annual Bonus” shall mean the greater of (a) the annual bonus paid orpayable by the Company to the Executive for the fiscal year immediatelypreceding the Date of Termination and (b) the average of the bonuses paid orpayable to the Executive in the three (3) fiscal years immediately precedingthe fiscal year in which the Change of Control falls.
     (b)      “Base Salary” shall mean an amount equal to the Executive’s highestannual base salary after the date hereof and preceding a Termination Event.
     (c)      “Cause” means (i) the Executive’s failure or refusal to performsatisfactorily any duties reasonably required of the Executive by the Company(other than

 

by reason of disability), after reasonable demand for substantial performanceis delivered by the Company specifically identifying the manner in which theCompany believes the Executive has not performed his duties; (ii) thecommission by the Executive of a felony or the perpetration by the Executive ofa dishonest act against or breach of fiduciary duty toward the Company or anyof its customers, employees, or vendors; or (iii) any willful act or omissionby the Executive which is injurious in any material respect to the financialcondition or business reputation of the Company. For purposes of thisdefinition, no act, or failure to act, on the Executive’s part shall beconsidered “willful” unless done, or omitted to be done, by him not in goodfaith and without reasonable belief that his act or omission was in the bestinterests of the Company.
     (d)      A “Change of Control” shall be deemed to have occurred if any of thefollowing have occurred prior to the expiration of the Term:
                (i)      any person or group of persons (as defined in Section 13(d) and 14(d)of the Securities Exchange Act of 1934, as amended (“1934 Act”)) together withits affiliates, excluding employee benefit plans of the Company, is or becomes,directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3promulgated under the 1934 Act) of securities of the Company representing 30%or more of the combined voting power of the Company’s then outstandingsecurities;
                (ii)      individuals who at the beginning of any two-year period during theTerm constitute the Board of Directors of the Company (the “Board”), plus newDirectors whose election or nomination for election by the Company’sshareholders is approved by a vote of at least two-thirds (2/3) of theDirectors then still in office who were Directors at the beginning of suchtwo-year period (including for this purpose any new director whose election ornomination for election by the Company’s shareholders was approved by a vote ofat least two-thirds (2/3) of the directors still in office who were directorsat the beginning of such period), cease for any reason during such two-yearperiod to constitute at least two-thirds (2/3) of the members of the Board;
                (iii)      the consummation of a merger or consolidation of the Company withany other corporation or entity regardless of which entity is the survivor,other than a merger or consolidation which would result in the votingsecurities of the Company outstanding immediately prior thereto continuing torepresent (either by remaining outstanding or being converted into votingsecurities of the surviving entity) at least 60% of the combined voting powerof the voting securities of the Company or such surviving entity outstandingimmediately after such merger or consolidation;
                (iv)      the shareholders of the Company approve a plan of completeliquidation or winding-up of the Company or an agreement for the sale ordisposition by the Company of all or substantially all of the Company’s assets;or
                (v)      any other event which the Board determines should constitute aChange of Control.
-2-

 

     (e)      A “Termination Event” shall be deemed to have occurred if,within the twenty-four (24) month period following a Change of Control,(i) the Executive’s employment with Company is terminated by the Companywithout Cause, other than by reason of death, retirement on or after theExecutive attains the age of sixty-five (65) or disability that entitlesthe Executive to long-term disability benefits under the Company’slong-term disability plan or policy, or (ii) the Executive voluntarilyterminates his employment with the Company within 30 days after theoccurrence of any of the following events:
                (i)      the assignment to the Executive of any duties inconsistent inany material respect with the Executive’s position (including status,offices, titles and reporting requirements), authority, duties orresponsibilities immediately prior to the Change of Control, or anyother action by the Company which results in a diminution in anymaterial respect in such position, authority, duties orresponsibilities, excluding for this purpose an isolated, insubstantialand inadvertent action not taken in bad faith that is remedied by theCompany promptly after receipt of notice thereof given by the Executive;
                (ii)      a reduction by the Company in the Executive’s annual basesalary as in effect on the date hereof, as the same may be increasedfrom time to time;
                (iii)      the Company’s requiring the Executive to be based at anyoffice or location that is more than fifty (50) miles from theExecutive’s office or location immediately prior to the Change ofControl;
                (iv)      the failure by the Company (i) to continue in effect anybonus, stock option, or other cash or equity-based incentive plan inwhich the Executive participates immediately prior to a Change inControl that is material to the Executive’s total compensation, unlessan arrangement not materially less favorable to the Executive (embodiedin an ongoing substitute or alternative plan) has been made with respectto such plan, or (ii) to continue the Executive’s participation in suchplan (or in such substitute or alternative plan) on a basis at least asfavorable, both in terms of the amount of benefits provided and thelevel of the Executive’s participation relative to other participants,as existed immediately prior to the Change of Control; or
                (v)     the failure by the Company to continue to provide the Executivewith benefits that in the aggregate are not materially less favorable tothe Executive than those received by the Executive under the Company’spension (including, but not limited to, tax-qualified plans), lifeinsurance, health, accident, disability or other welfare plans in whichthe Executive was participating, at costs not materially greater than tothose paid by the Executive, immediately prior to the Change of Control.
-3-

 

4. Cash Payments.
     In the event of a Termination Event, the Company agrees to pay to theExecutive the following amounts:
     (a)      the Executive’s full base compensation as earned through the date ofthe Termination Event at the rate in effect on the date the Termination Eventoccurs;
     (b)      any bonus to which the Executive has become entitled but which has notyet been paid to the Executive;
     (c)      a lump sum cash payment equal to the sum of: (i) the Executive’scombined base compensation for the twelve-month period immediately precedingthe Notice of Termination, and (ii) the Executive’s Annual Bonus; and
     (d)      a lump sum cash payment equal to the product of:
                (i)      the higher of (A) the target bonus to which the Executive would havebecome entitled for the fiscal year in which the Termination Event falls,assuming that all applicable performance goals for the year of terminationwould have been satisfied, or (B) the Executive’s Annual Bonus; and
                (ii)      a fraction, the numerator of which is the number of days in thethen-current fiscal year through the date of the Termination Event, and (B) thedenominator of which is 365.
5. Death of Executive.
     If the Executive dies before receiving all payments payable to him underparagraph 4 of this Agreement, the Company shall continue to make paymentspursuant to paragraph 4 hereof to the Executive’s spouse, or if the Executiveleaves no spouse, to the estate of the Executive.
6. Health and Life Insurance Benefits.
     The Company agrees to maintain, for a period of twelve (12) monthsfollowing the date of the occurrence of a Termination Event, the Executive’seligibility for and participation in any health and life insurance plans inwhich the Executive was eligible to participate prior to the Termination Eventand upon the same basis and cost as prior to the Termination Event, providedhowever, that if, for any reason, the Company is unable to continue theExecutive’s participation in any such plan, the Company shall cause theExecutive to be eligible to participate in a substantially equivalentarrangement upon substantially the same basis and cost (determined on anafter-tax basis) as prior to the Termination Event. Notwithstanding any otherprovision of this Agreement to the contrary, if in connection with thetermination of the Executive’s employment for any reason the Company isobligated by law or by contract (including any employment or severanceagreement other than this Agreement) or by Company plan or policy to providethe Executive with life or health insurance after the Executive’s termination(or a cash
-4-

 

payment in lieu thereof), then any health and life insurance required tobe provided under this paragraph shall be reduced by the amount of any paymentsand similar benefits described above, as applicable.
7. No Duty to Seek Other Employment.
     Amounts payable to the Executive under this Agreement shall not be reducedby the amount of any compensation received by the Executive from any otheremployer or source, and the Executive shall not be under any obligation to seekother employment or gainful pursuit as a result of this Agreement.
8. Reduction of Payments.
     Notwithstanding any other provision of this Agreement, in the event thatany payment or benefit received or to be received by the Executive inconnection with a Change of Control or the termination of the Executive’semployment (whether pursuant to the terms of this Agreement or any other plan,arrangement or agreement (all such payments and benefits, including thepayments and benefits provided for hereunder, being hereinafter called “TotalPayments”) would not be deductible (in whole or part), by the Company, anaffiliate or other person or entity making such payment or providing suchbenefit as a result of Section 280G of the Internal Revenue Code of 1986, asamended, then, to the extent necessary to make such portion of the TotalPayments deductible, (A) the cash payments provided for by paragraph 4 hereofshall first be reduced (if necessary, to zero), and (B) the benefits providedfor by paragraph 6 hereof shall next be reduced. For purposes of thislimitation, no portion of the Total Payments the receipt or enjoyment of whichthe Executive shall have waived by written notice to the Company prior to thedate of payment shall be taken into account. All determinations required to bemade under the provisions of this paragraph 8 hereof shall be made by taxcounsel selected by the Company’s independent auditors and reasonablyacceptable to the Executive.
9. Payment of Compensation to Termination Date.
     In addition to any other payments payable to the Executive hereunder, theCompany shall pay the Executive full compensation and all other amounts andbenefits to which the Executive is entitled through the termination of hisemployment.
10. No Right to Continued Employment.
     This Agreement shall not confer upon the Executive any right with respectto continuance of employment by the Company or any subsidiary, nor shall itinterfere in any way with the right of his employer to terminate his employmentat any time. No payments hereunder shall be required except upon theoccurrence of both a Change of Control of the Company and a Termination Event.Thus, except as specifically provided herein, no payments hereunder shall bemade on account of termination of the Executive’s employment (i) upon theExecutive’s death, disability or retirement, (ii) by the Company with orwithout cause or (iii) upon the Executive’s voluntary termination.
-5-

 

11. Waiver of Breach.
     Waiver by any party of a breach of any provision of this Agreement shallnot operate as or be construed as a waiver by such party of any subsequentbreach hereof.
12. Invalidity.
     The invalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of any other provision, whichshall remain in full force and effect.
13. Legal Fees and Expenses.
     The Company shall pay to the Executive all reasonable legal fees andexpenses incurred by the Executive as a result of a bona fide dispute regardingthe application of any provision of this Agreement. Such payments shall bemade within five (5) business days after delivery of the Executive’s respectivewritten requests for payment accompanied with such evidence of fees andexpenses incurred as the Company reasonably may require.
14. Ratification of Previous Employment Agreement.
     The Executive ratifies and confirms the terms and obligations of the[Agreement] entered into between the Company and the Executive relating to,among other things, non-competition with the Company.
15. Entire Agreement; Written Modification; Termination.
     This Agreement contains the entire agreement between the partiesconcerning the matters covered hereby. No modification, amendment or waiver ofany provision hereof shall be effective unless in writing specificallyreferring hereto and signed by the party against whom such provision asmodified or amended or such waiver is sought to be enforced. This Agreementshall terminate as of the time the Company makes the final payment which it maybe obligated to pay hereunder or provide the final benefit which it may beobligated to provide hereunder. This Agreement supersedes and replaces anyearlier agreement on the subject matter hereof, including the Change of ControlAgreement between the Executive and the Company, dated **insert date.**
16. Counterparts.
     This Agreement may be made and executed in counterparts, each of which maybe considered an original for all purposes.
17. Successors.
     This agreement shall be binding upon the Company’s successors by reason ofmerger, consolidation or otherwise.
-6-

 

18. Governing Law.
     This Agreement is governed by and is to be construed and enforced inaccordance with the laws of the State of Delaware.
     IN WITNESS WHEREOF, the undersigned parties have executed or caused to beexecuted this Agreement as of the day and year first above written. MERIDIAN MEDICAL TECHNOLOGIES, INC By:__________________________________________      James H. Miller