EX-10.1


    Exhibit
      10.1

    


    Employment
      Agreement

     

    October
      31, 2006

    Mr. Eugene
      R. Corasanti

    525
      French Road

    Utica,
      New York 13502

    


    Dear
      Mr. Corasanti:

     

    In
      consideration of the mutual promises herein contained, CONMED Corporation,
      a New
      York corporation (hereinafter the “Company”), and you hereby agree that,
      commencing January 1, 2007 (the “Effective Date”), you will be employed by the
      Company on the following terms and conditions:

     

    1.     Employment.

     

    The
      Company hereby agrees that you will be employed to serve as a Vice Chairman
      of
      the Company during the term of employment set forth in Section 2 of this
      Agreement. You hereby agree to serve in any such capacity during such term
      of
      employment. On the Effective Date, you will become the Non-Executive Chairman
      of
      the Board of Directors of the Company and the Company shall cause you to be
      nominated for election to the Board of Directors of the Company (and shall
      use
      its reasonable best efforts to cause you to remain the Non-Executive Chairman)
      during your term of employment under this Agreement. The
      Company will provide an office for you either in Utica, New York, or in Largo,
      Florida, or at such other location as may be mutually agreeable.

     

    2.     Term
      of
      Employment.

     

    Subject
      to the provisions for termination pursuant to Section 5 of the Agreement, your
      term of employment under this Agreement shall commence on the Effective Date
      and
      continue until terminated by you or the Company.

     

    3.     Duties
      During
      Term of Employment.

     

    During
      your term of employment under this Agreement, you shall devote such business
      time, attention and efforts to the affairs of the Company and its subsidiaries
      and affiliates as is reasonably required and shall perform such executive and
      administrative duties for the Company and subsidiaries and affiliates as you
      may
      reasonably be called upon to perform, from time to time, by the Board of
      Directors and/or Chief Executive Officer of the Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.     Compensation
      and Benefits.

     

    (a)     Base
      Annual Salary.

     

    The
      Company shall pay to you during your term of employment under this Agreement
      a
      base annual salary at the rate of at least $104,000 per year, payable in equal
      weekly installments during each year of your term of employment. It is
      understood that the Board of Directors of the Company may in its discretion
      review from time to time your base annual salary and in its discretion may
      from
      time to time increase your base annual salary and/or grant bonuses if it
      determines that circumstances justify any such increase and/or
      bonuses.

    (b)     Deferred
      Compensation.

     

    Commencing
      on the Effective Date, the deferred compensation arrangements established under
      Section 4(b) of your prior employment agreement with the Company, as amended,
      shall be paid out to you (or, in the event of your death, to your estate) over
      the 120 months following the Effective Date (with the last payment to be made
      in
      December of 2016) pursuant to the terms of Section 4(b) of your prior employment
      agreement (including, without limitations, the interest crediting mechanics).
      For the avoidance of doubt, payment under this Section 4(b) shall be made
      regardless of the time of your “retirement”.

    (c)     Benefit
      Plans.

     

    You
      also
      shall be entitled to participate in all life and health insurance plans, pension
      plans and other plans, benefits or bonus arrangements provided by the Company
      from time to time during your term of employment under this Agreement and made
      available by the Company to its executives generally, if and to the extent
      that
      you are eligible to participate in accordance with the provisions of any such
      plan or for such benefits. Specifically, you shall be entitled to participate
      in
      the Company’s stock option plans and shall continue to be entitled to
      participate in the Company’s pension and disability plans and be provided with
      reimbursement of club memberships and automobile expenses as under present
      practices. In no event shall the benefits provided you be less, in the
      aggregate, than those provided you under present plans and practices. Life
      and
      health insurance benefits, reimbursement of club memberships and automobile
      expenses shall continue for you and your wife during the terms of your lives.
      In
      addition, the Company shall reimburse you for your reasonable personal legal
      and
      accounting expenses related to your estate and tax planning and to preparing
      and
      filing your tax returns. The split dollar life insurance coverage will continue
      under current practices.


    
      
        
        

      

      
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    5.     Termination
      of the Term of Employment.

     

    (a)     Termination
      Other Than for Just Cause.

     

    If
      at any
      time during your term of employment under this Agreement, the Company shall
      terminate your employment under this Agreement, other than for “just cause” as
      such term is defined in paragraph (c) of this Section 5, such event
      shall be deemed a termination other than for just cause. After a termination
      other than for just cause, you shall have no obligations under this Agreement
      (other than your obligations under Section 7 and 8 of this Agreement), you
      shall have no obligation to seek other employment in mitigation of damages
      in
      respect of any period following the date of such termination and you shall
      be
      entitled to receive from the Company (1) your then base annual salary through
      the end of the month during which such termination occurs, (2) continued
      coverage under the benefit plans of the Company specified in paragraph (c)
      of Section 4 of this Agreement pursuant to the terms and periods specified
      in paragraph (c) of Section 4, (3) reimbursement of any business expenses
      incurred through the end of your employment and (4) any other amounts or
      benefits that are earned, accrued or vested through the end of your employment
      under any other plans or arrangements of the Company (your “Accrued
      Compensation”). In addition, if the Company shall terminate your employment
      other than for just cause, (1) all equity awards issued by the Company to you
      will vest and become immediately exercisable and (2) all such equity awards
      granted after the date hereof will remain exercisable for 24 months after the
      end of your employment (or, if earlier, until they would have expired but for
      your termination). 

    (b)     Other
      Terminations.

     

    If
      your
      employment under this Agreement shall terminate under any circumstances other
      than those described in paragraph (a) of Section 5, the Company shall only
      be
      obligated to pay you your Accrued Compensation.

    (c)    Definition
      of Just Cause.

     

    “Just
      cause” under this Agreement shall mean a breach by you of your obligations under
      this Agreement, willful misconduct, dishonesty, conviction of a crime (other
      than traffic or other similar violations or minor misdemeanors), intoxication
      on
      the job or excessive absenteeism not related to illness.

     

    6.     Effect
      of
      Change in Control.

     

    In
      the
      event that a Change in Control, as that term is defined in the May 22, 2000
      Change in Control Severance Agreement entered into between you and the Company
      (the “Change in Control Agreement”), occurs following the Effective Date and
      during the term of your employment under this Agreement, (1) you shall continue
      to be entitled to receive the Gross-Up Payment provided under Section 5 of
      the
      Change in Control Agreement and (2) if such Change in Control occurs within
      twelve months following the Effective Date, all of the other terms of the Change
      in Control Agreement will continue to apply. If such a Change in Control does
      not occur within twelve months


    
      
        
        

      

      
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    after
      the
      Effective Date of this Agreement, the terms of the Change in Control Agreement
      shall be deemed to have been terminated, except with respect to the the
      foregoing item (1) in this paragraph.

     

    7.     Non-competition.

     

    It
      is
      agreed that during your term of employment under this Agreement and for a period
      of two years thereafter you will not, without the prior written approval of
      the
      Board of Directors of the Company become an officer, employee, agent, limited
      or
      general partner, director, member or shareholder of any business enterprise
      in
      competition with the Company or any subsidiary of the Company, as the business
      of the Company or any such subsidiary may be constituted during such term of
      employment, or at the expiration of such term or period; provided, however,
      that
      the foregoing shall not require you to terminate or alter the nature or extent
      of your relationships with Mohawk Hospital Equipment, Inc. as they existed
      on
      the date of this Agreement, or any successor of such corporation.
      Notwithstanding the preceding sentence, you shall not be prohibited from owning
      less than five (5%) percent of the outstanding equity of any publicly traded
      business enterprise.

     

    8.     Non-disclosure.

     

    You
      shall
      not, at any time during or following your term of employment under this
      Agreement, disclose or use, except in the course of your employment or
      consultation arrangements with the Company in the pursuit of the business or
      interests of the Company or any of its subsidiaries or affiliates, any
      confidential information or proprietary data of the Company or any of its
      subsidiaries or affiliates, whether such information or proprietary data is
      in
      your memory or memorialized in writing or other physical terms.

     

    9.     Conflicts.

     

    Any
      paragraph, sentence, phrase or other provision of this Agreement which is in
      conflict with any applicable statute, rule or other law shall be deemed, if
      possible, to be modified or altered to conform thereto or, if not possible,
      to
      be omitted herefrom. The invalidity of any portion of this Agreement shall
      not
      affect the force and effect of the remaining valid portions hereof.
      Section and paragraph headings are included in this Agreement for
      convenience only and are not intended to affect in any way the meaning or
      interpretation of this Agreement.

     

    10.     Beneficiaries.

     

    Wherever
      this Agreement provides for the written designation of a beneficiary or
      beneficiaries by yourself, you shall have the right to revoke such designation
      and to redesignate a beneficiary or beneficiaries by written notice to the
      Company to such effect.


    
      
        
        

      

      
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    11. Governing
      Law.

     

    This
      Agreement is governed by and is to be construed and enforced in accordance
      with
      the laws of the State of New York.

     

    12. Miscellaneous.

     

    Upon
      the
      Effective Date, this Agreement shall constitute the entire understanding between
      you and the Company relating to your employment with the Company and supersedes
      and cancels all prior written and oral understandings and agreements with
      respect to such matters, other than with respect to the deferred compensation
      account under Section 4(b). This Agreement shall be binding upon, and shall
      inure to the benefit of you and the Company, your heirs, executors and
      administrators and the Company’s successors.

     

     

     

    
 

    
      
        
        

      

      
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    If
      the
      foregoing correctly sets forth the understanding between you and the Company,
      please execute and return the enclosed copy of this letter.

     

    
      	 	
               

            
	 	 	 
	 	 	CONMED
              CORPORATION
	 	 	 
	 	
              By:

            	
              /s/
                Daniel S. Jonas

            
	 	 	
              Daniel
                S. Jonas

            


    

    


    
      	
              Agreed
                and accepted as of the date first above written:

            
	 
	
              /s/
                Eugene R. Corasanti

            	 
	
              Eugene
                R. Corasanti

            


    

    
 

     

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