**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 ofSmiths Medical Holdco Limited (the “Company”) to have the opportunity towork with you following the proposed transaction.  The purpose of this letter is to set out theterms upon which we have agreed for your employment with Medex, Inc. (“Medex”)to continue following the closing (the “Closing”) of the transactionscontemplated by the Agreement and Plan of Merger, dated as of December 52004 (the “Merger Agreement”), by and among the Company, ForestAcquisition Corp., an Ohio corporation and a wholly-owned subsidiary of theCompany (“Merger Sub”), MedVest Holdings Corporation, an Ohiocorporation, (“MedVest”), each of the individual stockholders of theCompany signatories to the Merger Agreement, and OEP MedVest LLC, a Delawarelimited liability company, as representative on behalf of the stockholders ofMedVest.  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 thisletter and the Agreement, this letter will be the controlling document.  Except as set forth in this letter, theAgreement shall remain in full force and effect and you and Medex confirm youragreement with the terms thereof.  Youremployment with Medex remains at will. Capitalized terms used herein and not otherwise defined shall have themeanings ascribed thereto in the Agreement.

 

1.             BaseSalary and Automobile Allowance. Your annual base salary shall be three hundred sixty-four thousand($364,000) dollars.  Your base salaryshall 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 therelevant year.  Your first performancereview will be in August 2005.  Youwill receive an automobile allowance in the amount of one thousand six hundreddollars ($1,600) per month, less all statutory withholds and deductions, forthe purchase and use of an automobile of a type suitable for an employee inthis position.

 

2.             TransitionPayments.  To induce the Company’saffiliates to enter into the transactions contemplated by the Merger Agreement,for which you will receive substantial benefit, you, Medex and the Companyhereby agree that (a) the benefits under Section 6(c) of theAgreement (the “Change in Control Benefits”), (b) the remainingpayments to be made in accordance with Section 7 of the Agreement (the “CompetePayment”), and (c) your bonus for the 2004 fiscal year (the “BonusPayment,” and 

 

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

 

3.             Termination.

 

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

 

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

 

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If you agree with the terms andconditions of this letter, please return one original executed copy of thisdocument to me.  This letter shall becomeeffective only at the Closing, and if the Merger Agreement is terminated forany reason whatsoever, the terms of this letter shall be of no force andeffect.

 
|                                           | 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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