Exhibit 10.3





Exhibit 10.3




July 28, 2011




Paul Weston

Lapley Hall

Lapley

STAFFORD

ST19 9JR




Dear Paul:



As you are aware, Allied Healthcare International Inc. (“Allied”), a New York corporation,
is contemplating a sale of Allied. As a member of the senior leadership team, Allied Healthcare
Group Limited (the “Company”) will rely on your proven leadership and managerial abilities
to successfully complete a transaction.



On behalf of the Company, I am pleased to offer you the opportunity to earn a retention bonus in
connection with the successful completion of a Sale and your continued employment with the Company
and its affiliates for twelve (12) months following the completion of the Sale, the terms of which
are outlined below.



This Agreement shall continue in effect from the date hereof through December 31, 2011; provided
that if either (i) a Sale has occurred prior to December 31, 2011 or (ii) a Sale has not occurred
on or prior to December 31, 2011 but a definitive agreement providing for a transaction, the
consummation of which would be a Sale, has been executed on or prior to such date, this Agreement
shall continue in effect until the agreement has been fully performed by the Company.
Notwithstanding anything herein to the contrary, in the event that a Sale does not occur on or
before December 31, 2011 or a definitive agreement providing for a transaction, the consummation of
which would be a Sale, has not been executed on or prior to December 31, 2011, this Agreement shall
terminate and be of no further force and effect and you will have no rights to earn the Retention
Bonus hereunder after such time.



1. Retention Bonus




(a) If a Sale is consummated on or prior to December 31, 2011 (or if a Sale has not occurred
on or prior to December 31, 2011 but a definitive agreement providing for a transaction, the
consummation of which would be a Sale, has been executed on or prior to December 31, 2011), the
Company shall pay you the following amounts; provided that, on each payment date, you are then
employed by the Employing Group and not under notice, whether given or received:




(i) An amount equal to £150,000 will be paid to you as soon as administratively
practicable following the date of the consummation of the Sale, but in no event later than
thirty (30) days following such date (“Cash Bonus”);


 


 









 






(ii) An amount equal to the Base Salary Bonus will be paid as follows:




(A) Thirty-three and one-third percent (33-1/3%) of the Base Salary Bonus will
be paid to you as soon as administratively practicable following the date of the
consummation of the Sale, but in no event later than thirty (30) days following such
date; and




(B) Sixty-six and two thirds percent (66-2/3%) of the Base Salary Bonus will be
paid to you on the last day of the Retention Period.



Notwithstanding the forgoing, for purposes of subsections (i) above, you will be considered
employed by the Employing Group on the payment date of the Cash Bonus if you are not under notice
as of the date of the consummation of the Sale, where such notice is served by you or is served
upon you by the Employing Group by reason of gross misconduct.



(b) Further, the Company shall encourage the acquirer of the Company to consider making you
eligible to participate in any equity compensation plan maintained by the Company after the Sale on
an equitably equivalent basis to other senior executives of the Company.



2. Separation from Service




(a) If your employment with the Employing Group is terminated by either the Employing Group or
you for any reason before the end of the Retention Period, any unpaid portion of the Retention
Bonus shall be immediately forfeited and you shall have no right to receive payment of such amount.
For purposes of this Section, the giving or receiving of any notice required by the terms of the
Executive Service Agreement shall constitute a termination of your employment as of the date such
notice is given.



(b) Further, in the event your employment with the Employing Group is terminated by either the
Employing Group or you for any reason before the end of the Retention Period, you agree to pay to
the Company, within thirty (30) days following your termination of employment, an amount equal to
the portion of the Base Salary Bonus previously paid to you in connection with the Sale.



(c) A termination of your employment by the Employing Group, other than for gross misconduct,
before the end of the Retention Period will be considered a termination “due to acquisition or take
over” pursuant to Section 3.7 of the Executive Service Agreement.



3. Definitions




As used in this Agreement, the following terms shall have the meanings set forth below:



(a) “Base Salary Bonus” means your annual base salary at the time of the consummation
of the Sale.


 


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(b) “Cash Bonus” means the amount set forth in Section 1(a)(i) above.



(c) “Employing Group” means Allied, the Company, any holding company of the Company,
or any subsidiary of the Company or any such holding company.



(d) “Executive Service Agreement” means that certain Executive Service Agreement dated
May 1, 2008 between you and the Company, as such may be amended from time to time.




(e) “Retention Bonus” means the Cash Bonus and the Base Salary Bonus.



(f) “Retention Period” means the period beginning on the date of the consummation of a
Sale and ending on the date that is twelve (12) months following the consummation of a Sale.



(g) “Sale” shall be deemed to have occurred at such time as any person, or persons
acting as a group, acquires more than 50% of the outstanding voting equity of Allied, or at such
time as all or substantially all of the assets of Allied are sold or otherwise disposed of to any
person, or persons acting as a group.



4. Confidentiality




You agree to keep the terms of this Agreement and the existence and terms of any proposed Sale and
related information strictly confidential, unless such disclosure has been specifically approved
for release by the Company in writing; provided, however, that you may disclose the terms of this
Agreement and the existence (but not the terms) of any proposed Sale only to your tax advisor,
legal advisor, management advisor and immediate family members, each of whom shall be instructed by
you to hold the existence and terms of this Agreement and the existence of any proposed Sale in the
strictest confidence, in accordance with the terms of this Agreement. If you (or advisors or
family members) violates this provision, you will forfeit, and not be entitled to receive, the
Retention Bonus under this Agreement.



5. Restrictive Covenants




The restrictive covenants set forth in the Executive Service Agreement between you and the Company
regarding non-competition, non-solicitation and confidentiality shall remain in full force and
effect.



6. Successors and Assigns




This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors
and assigns, and the Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or assets of
the Company, to expressly assume and agree to perform the obligations of the Company under this
Agreement in the same manner and to the same extent that the Company would be required to perform
if no succession had taken place. As used in this Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor to its business or assets which assumes and agrees to
perform this Agreement by operation of law or otherwise.


 


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This Agreement is personal to you and is not assignable by you, other than by will or the laws of
descent and distribution, without the prior written consent of the Company.



7. Notice




Notices and other communications provided for in this Agreement shall be in writing and shall be
delivered by hand delivery, by a reputable overnight courier service, or by registered or certified
mail, return receipt requested, postage prepaid, in each case addressed as follows:




If to the Company:




Allied Healthcare Group Limited




Stone Business Park

Brooms Road

Staffordshire ST15 0TL

England




If to you:




To the most recent address in the Company’s records.



8. Entire Agreement




This Agreement constitutes the entire agreement between the parties with regard to the Retention
Bonus and other matters referred to herein and supersedes any and all previous communications,
representations, understandings and agreements with respect to the Retention Bonus; provided,
however, that this Agreement does not amend or modify the Executive Service Agreement.



9. No Guarantee of Employment




This Agreement is not a contract of employment. The execution of this Agreement shall not be
construed as conferring any legal rights upon you to continued employment, nor shall it interfere
with the right of the Employing Group to terminate your employment for any reason.



10. Withholding




All payments made pursuant to this Agreement will be subject to withholding of applicable federal,
state, local and foreign income and employment taxes.



11. Miscellaneous




(a) This Agreement shall be unfunded. Any payment made under this Agreement shall be made
from the Company’s general assets.



(b) No provision of this Agreement may be amended, modified, waived or discharged other than
by a written agreement executed by the parties hereto or their respective successors and legal
representatives.


 


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(c) This Agreement shall be governed by and construed and entered in accordance with English
law.



(d) This Agreement may be executed by one or more of the parties to this Agreement in any
number of separate counterparts, each of which, when so executed, shall be deemed an original, and
all of said counterparts taken together shall be deemed to constitute but one and the same
instrument. All captions and section headings used in this Agreement are for convenient reference
only and do not form a part of this Agreement.



(e) The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full
force and effect.



If this letter agreement correctly sets forth our agreement on the subject matter hereof, kindly
sign and return to the Company the enclosed copy of this letter agreement which will then
constitute our agreement on this subject.



[The remainder of this page intentionally left blank.]




 


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	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	ALLIED HEALTHCARE GROUP LIMITED	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Sandy Young	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Alexander Young	 	 






I acknowledge receipt and agree with the foregoing terms and conditions.



	 	 	 	 	 
	/s/ Paul Weston	 	 
	 	 	 
	Name:

	 	Paul Weston	 	 







 


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