Exhibit
10.1


 


ICU Medical, Inc.


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT
is made and entered into as of this first day of January 2008, by and
between ICU Medical, Inc., a Delaware corporation (“Employer”), and George
A. Lopez (“Employee”).


 


RECITALS


 


A.                                   Employer is engaged in the business of
developing and manufacturing safe medical connectors.


 


B.                                     Employer desires to employ Employee, and
Employee desires to be employed, on the terms and conditions set forth in this
Agreement.


 


C. Prior to or contemporaneously
with the date of this Agreement, Employee and the Company have entered into an
Indemnification Agreement and a Confidentiality and Inventions Agreement.


 


AGREEMENT


 


Accordingly, in
consideration of the mutual covenants contained herein, the parties agree as
follows:


 


                                                                                                1.                                      TERMS OF AGREEMENT


 


1.1                               Initial Term The initial term of this agreement shall
begin on January 1, 2008 and shall continue until December 31, 2008
unless it is terminated earlier pursuant to Section 5.


 


1.2                               Renewal Terms Notwithstanding Section 1.1, this
Agreement shall be extended and continue in effect, subject to Section 5,
until the earlier of (i) the execution by Employer and Employee of an
amendment extending this Agreement or a new employment agreement or (ii) March 31,
2009 if, but only if, at December 31, 2008 each of the following is true:


 


a.                                       This Agreement has not been terminated
pursuant to Section 5 and Employer has not notified Employee of a
termination pursuant to Section 5;


 

















 


b.                                      Neither Employer nor Employee has notified
the other of its or his intention not to extend or renew this Agreement; and


 


c.                                       The parties have not yet executed an
amendment extending this Agreement or a new employment agreement.


 


Neither this Agreement nor
the employment of Employee will in any event continue beyond March 31,
2009 unless Employer and Employee execute an amendment extending this Agreement
or a new employment agreement by such date.


 


2.                                       EMPLOYMENT


 


2.1                               Employment of Employee. Employer hereby hires Employee as President
and Chief Executive Officer. Employee hereby accepts such employment on the
terms and conditions of this Agreement.


 


2.2                               Position and Duties. Employee shall serve, as President and Chief
Executive Officer of Employer and shall have the general powers and duties of
management usually vested in that office in a corporation and such other powers
and duties as may be prescribed by the Board of Directors or the Bylaws of
Employer. In this position, Employee will report directly to, and be subject to
the supervision of the Board of Directors.


 


2.3                               Standard of Performance. Employee agrees that he will at all times
faithfully and industriously and to the best of his/her ability, experience and
talents perform all of the duties that may be required of and from him/her
pursuant to the terms of this Agreement. Such duties shall be performed at such
place or places as the interests, needs, business and opportunities of Employer
shall require or render advisable.


 


2.4                               Exclusive Service. Employee shall devote all of his business energies
and abilities and all of his productive time to the performance of his duties
under this Agreement (reasonable absences during holidays and vacations
excepted), and shall not, without the prior written consent of Employer, render
to others any service of any kind (whether or not for compensation) that, in
the opinion of Employer, would materially interfere with the performance of
his/her duties under this Agreement.


 


Employee shall not, without
the prior written consent of Employer, maintain any affiliation with, whether
as an agent, consultant, employee, officer, director, trustee or otherwise, nor
shall s/he directly or indirectly render any services of an advisory nature or
otherwise to, or participate or engage in, any other business activity that
conflict with Employee’s obligations to the Company.


 


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3.                                      COMPENSATION


 


3.1                               Compensation. During the term of this Agreement, Employer
shall pay the amounts and provide the benefits described in this Section 3,
and Employee agrees to accept such amounts and benefits in full payment for
Employee’s services under this Agreement.


 


3.2                              Base Salary. Employer shall pay to Employee a base salary
of $500,000 annually in equal installments payable no less frequently than
semi-monthly.


 


3.3                               Incentive Bonus
Compensation. Employee
shall be eligible to receive a bonus equal to $500,000 which is equal to
one-hundred (100%) percent of the base salary, as set forth in section 3.2 and
an additional bonus of $500,000. Terms and conditions of payment of these
bonuses shall be determined by the Compensation Committee, Board of Directors
of Employer.


 


3.4                               Fringe Benefits. Subject to Section 3.6 and upon
satisfaction of the applicable eligibility requirements, Employee shall be
entitled to all fringe benefits which Employer may make generally available
from time to time for its executive employees. Such benefits shall include
without limitation those available, if any, under any group insurance, profit
sharing, pension or retirement plans or sick leave policy.


 


3.5                               Vacation and Holiday. Employee shall be entitled to vacations and
holidays in accordance with Employer’s policies in effect from time to time and
published in the Employer’s Employee Handbook. 
Employee is entitled to additional vacation time entirely at the sole
discretion of employee.


 


3.6                               Deduction from Compensation.
Employer shall deduct
and withhold from all compensation payable to Employee all amounts required to
be deducted or withheld pursuant to any present or future law, ordinance,
regulation, order, writ, judgment, or decree requiring such deduction and
withholding.


 


3.7                               Disability Severance
Benefits. Should
Employee’s employment hereunder be terminated by reason of his/her total and
permanent disability, which renders the Employee unable to perform the
essential functions of his/her job, with or without reasonable accommodation,
Employer shall pay Employee, within 30 days of termination, a lump sum
severance payment equal to 50% of the base salary in Section 3.2, and
regularly accrued salary for any pay periods worked by the employee, but not
paid. Total and permanent disability means Employee is unable to perform
his/her duties with or without reasonable accommodation for a consecutive
period of six months due to bodily injury or sickness, including mental or
nervous disorder, as determined by a physician selected by Employer and
acceptable to the Employee or his/her legal representative, and while disabled
s/he does not engage in any employment for wage or profit.


 


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Employer’s obligation to pay
disability severance benefits shall be reduced by any payments for which s/he
and his/her dependents are eligible under the Federal Social Security Act, and
any payment to which s/he is eligible under the Worker’s Compensation Law,
Unemployment Insurance Code or other similar legislation, or under any other
plan or insurance maintained and paid for by Employer providing benefits for
loss of time from disability or unemployment.


 


4.                                      REIMBURSEMENT OF EXPENSES


 


Employer shall pay to or
reimburse Employee for those travel, promotional and similar expenditures
incurred by Employee which Employer determines are reasonably necessary for the
proper discharge of Employee’s duties under this Agreement and for which
Employee submits appropriate receipts and indicates the amount, date, location
and business character, provided that the nature and general amount of such
expenditures is either in accordance with the Company’s policies announced from
time to time or approved in advance.


 


5.                                      TERMINATION


 


5.1                               Termination Date. The date on which this Agreement terminates
shall be the “Termination Date.” After the Termination Date, Employee shall not
be employed by Employer, Employer shall promptly pay to Employee any
compensation under this Agreement accrued but unpaid as of that date, and
Employee shall not be entitled to any compensation from Employer for the
performance by Employee after that date of any obligations of Employee to
Employer under this Agreement.


 


5.2                               Termination Without Cause.  Without cause, Employer may terminate this
Agreement at any time for any reason, or no reason (including without
limitation the Employee’s disability as a result of any physical or mental
condition that prevents Employee from performing the essential functions of the
job, with or without reasonable accommodation) by giving Employee 60 days
written notice. If requested by Employer to do so, Employee shall continue to
perform his/her duties under this Agreement during such 60 day period. This
Agreement shall automatically and without further action of Employer terminate
on the death of Employee.


 


5.3                               Termination For Cause. Employer may terminate this Agreement at any
time without prior notice for “cause” or in the event that Employee does not
cure a breach of any provision of this Agreement within five days after
Employer delivers demand to Employee to cure such breach. For this purpose, “cause”
shall include, without limitation, (i) Employee’s insubordination, meaning
the willful failure to conform to or conduct himself/herself in accordance with
the policies and standards of Employer or the refusal to


 


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perform the duties assigned pursuant to Section 2
or assigned by the Board of Directors; (ii) the dishonesty of Employee; (iii) Employee’s
conviction for a felony or for fraud, embezzlement or any other act of moral
turpitude; (iv) any willful violation by Employee of laws or regulations
applicable to Employer’s business; or (v) Employee’s gross negligence or
willful misconduct in the performance of his/her duties under this Agreement
which would adversely affect the business or reputation of Employer. A
termination by Employee at any time after the occurrence of an event which
would constitute cause for termination by Employer shall be considered a
termination by Employer for cause.


 


5,4                               Return of Employer Property.
Within five days after
the Termination Date, Employee shall return to Employer all products, books,
records, forms, specifications, formulae, data processes, designs, papers and
writings relating to the business of Employer, including without limitation
proprietary or licensed computer programs, customer lists and customer data,
and/or copies or duplicates thereof in Employee’s possession or under Employee’s
control. Employee shall not retain any copies or duplicates of such property
and all licenses granted to him/her by Employer to use computer programs or
software shall be revoked on the Termination Date.


 


6.                                      NONCOMPETITION


 


6.1                               Noncompetition During
Employment. During the
term of this Agreement, Employee shall not, without the prior written consent
of Employer, directly or indirectly render services of a business,
professional, or commercial nature to any person or firm, whether for
compensation or otherwise, or engage in any activity directly or indirectly or
as an officer, director, employee, consultant, or holder of more than one (1%)
percent of the capital stock of any other corporation. Otherwise, Employee may
make personal investments in  any other business so long as
these investments do not require him/her to participate in the operation of the
companies in which s/he invests.


 


6.2                          Non-solicitation. Employee acknowledges that s/he will have access
at the highest level to, and the opportunity to acquire knowledge of, valuable,
confidential and proprietary information relating to the business of the
Company and, accordingly, in order
to preserve the value of such information for the Company, Employee covenants
and agrees as follows:


 


(a)                                       Employee shall not, during the term of this
Agreement and for a period of one year following the termination of this
Agreement for any reason, without the prior written consent of the Company,
directly or indirectly solicit any employee or contractor of the Company to
terminate his or her employment or contractor status with Company.


 


(b)                                      The Employee shall not, during the term of
this Agreement and thereafter, use Company trade secrets to solicit business
from or enter into a business relationship or transaction with any person or
entity that has or has had a business relationship with the Company (including,
but not limited to, customers) or disrupt, or attempt to disrupt, any
relationship, contractual or otherwise, between Company and any such person or
entity.


 


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7.                                      OTHER PROVISIONS


 


7.1                               Compliance With Other
Agreements. Employee represents
and warrants to Employer that the execution, delivery and performance of this
Agreement will not conflict with or result in the violation or breach of any
term or provision of any order, judgment, injunction, contract, agreement,
commitment or other arrangement to which Employee is a party or by which s/he
is bound, including without limitation any agreement restricting the sale of
products similar to Employer’s products in any geographic location or
otherwise. Employee acknowledges that Employer is relying on his/her
representation and warranty in entering into this Agreement, and agrees to
indemnify Employer from and against all claims, demands, causes of actions,
damages, costs or expenses (including attorneys’ fees) arising from any breach
thereof.


 


7.2                               Injunctive Relief. Employee acknowledges that the services to be
rendered under this Agreement and the items described in Sections 5.4, 6 and 7
are of a special, unique and extraordinary character, that it would be difficult or impossible to
replace such services or to compensate Employer in money damages for a breach
of this Agreement. Accordingly, Employee agrees and consents that if s/he
violates any of the provisions of this Agreement, Employer, in addition to any
other rights and remedies available under this Agreement or otherwise, shall be
entitled to temporary and permanent injunctive relief, without the necessity of
proving actual damages and without the necessity of posting any bond or other
undertaking in connection therewith


 


7.3                               Attorneys’ Fees. The prevailing party in any suit, arbitration
or other proceeding brought to enforce any provisions of this Agreement, shall
be entitled to recover all costs and expenses of the proceeding and
investigation (not limited to court costs), including attorneys’ fees at the
hourly rates usually charged by that party’s attorneys.


 


7.4                               Nondelegable Duties. This is a contract for Employee’s personal
services. The duties of Employee under this Agreement are personal and may not
be delegated or transferred in any manner whatsoever, and shall not be subject
to involuntary alienation, assignment or transfer by Employee during his/her
life.


 


7.5                               Entire Agreement. No discussions or comments made by the
Employer’s agents, personnel, staff, officers or attorneys concerning the
subject matter of this Agreement evidence or imply any agreement other than the terms specifically included
herein. No provision can be waived or modified by conduct or oral agreement
either before or after execution of this Agreement. No representation,
understanding, promise or condition shall be enforceable against any party
unless it is contained in this Agreement, except as set forth in the
Indemnification Agreement and Confidentiality and Inventions Agreement. If
there is any conflict between the teens, conditions and provisions of this
Agreement and those of any other agreement or instrument, the terms, conditions
and provisions of this Agreement shall prevail. This Agreement is the only
agreement and understanding between the parties pertaining to the subject
matter of this Agreement, and supersedes all prior agreements, summaries of
agreements, descriptions of compensation packages, discussions, negotiations,
understandings, representations or warranties, whether verbal or written,
between the parties pertaining to such subject matter.  Notwithstanding the foregoing, the parties
intend to be bound by the terms of the indemnification. Agreement and the
Confidentiality and Inventions Agreement, the Retention Agreement entered into
as of April 18, 2001, and the Long-Term Retention Plan, which govern the
relationship of the parties with respect to subject matter of those respective
agreements.


 


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7.6                               Governing Law. The validity, construction and performance of
this Agreement shall be governed by the laws, without regard to the laws as to
choice or conflict of laws, of the State of California.


 


7.7                               Severability. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions,
and this Agreement shall be construed in all respects as if any invalid or
unenforceable provision were omitted.


 


7.8                               Amendment and Waiver. This Agreement may be amended, modified or
supplemented only by a writing executed by each of the parties. Either party
may in writing waive any provision of this Agreement to the extent such
provision is for the benefit of the waiving party. No waiver by either party of
a breach of any provision of this Agreement shall be construed as a waiver of
any subsequent or different breach, and no forbearance by a party to seek a
remedy for noncompliance or breach by the other party shall be construed as a
waiver of any right or remedy with respect to such noncompliance or breach.


 


7.9                               Binding Effect.  The provisions of this Agreement shall bind
and

inure to the benefit of the parties and their respective successors and
permitted assigns.


 


7.10                        Notice.  Any notices or communications required or
permitted by this Agreement shall be deemed sufficiently given if in writing
and when delivered personally or 48 hours after deposit with the United State
Postal Service as registered or certified mail, postage prepaid and addressed
as follows:


 


(a)                                  If to Employer, to the principal office of
Employer in the

State of California, marked “Attention: President”; or


 


(b)                            If to Employee, to the most recent address
for Employee

appearing in Employer’s records.


 


7.11                        Headings. The sections and other headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.


 


IN WITNESS
WHEREOF, the parties
hereto have executed this Agreement as of the day and year first above written.


 


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  EMPLOYER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ICU MEDICAL, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
      /s/   Michael T. Kovalchik, III,
  MD

  	
   

  	
  March 24, 2008

  
	
   

  	
  Michael T. Kovalchik, III, MD

  	
   

  	
  date

  	
   

  
	
   

  	
  Chairman, Compensation Committee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
      /s/ George A. Lopez, M.D.

  	
   

  	
  March 28, 2008

  
	
   

  	
   George A. Lopez M.D.

  	
   

  	
  date

  	
   

  
	
   

  	
   President and C.E.O.

  	
   

  	
   

  



 


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