EX-10.30






Exhibit No. 10.30




AGREEMENT & RELEASE




     This Agreement and Release (this “Agreement”), by and between Datascope Corp. (the
“Company”), Getinge AB (“Getinge”) and Lawrence Saper (“Executive”), is
entered into on December 31, 2008 (the “Effective Date”).



     WHEREAS, the Company and Getinge have entered into an Agreement and Plan of Merger, dated as
of September 15, 2008 (the “Merger Agreement”), pursuant to which Getinge has agreed to
acquire the Company (the “Merger”);



     WHEREAS. the closing of the Merger will constitute a change in ownership of the Company for
purposes of Section 409A of the Internal Revenue Code of 1986 (the “Code”);



     WHEREAS, Executive currently serves as Chairman and Chief Executive Officer of the Company
pursuant to an Amended and Restated Employment Agreement, dated as of December 31, 2008 ( the
“Employment Agreement”); and



     WHEREAS, the Company, Getinge and Executive intend for a lump sum payment to be made to
Executive upon the closing of the Merger, and desire that the terms and conditions of Executive’s
payment shall be governed by this Agreement.



     NOW, THEREFORE, the Company, Getinge and Executive agree as follows:



     1. Employment Status. Executive will continue his employment with the Company under
the terms of the Employment Agreement through the closing of the Merger (the “Merger
Date”). Accordingly, Executive will maintain his current salary and benefits through the
Merger Date and will continue perform his duties as provided for under the Employment Agreement.



     2. Agreement Payment; Release. Subject to the closing of the Merger and Executive’s
execution of a release, within 35 days after the Merger Date, in substantially the form of
Exhibit A (the “Release”), Executive shall receive a lump sum payment of
$26,475,000 (the “Agreement Payment”), payable within 10 days following execution of the
Release, (provided that if such tenth day is not a business day, the next business day and in no
event later than 45 days following the Merger Date). Such payment is subject to applicable tax
withholding. The parties acknowledge and agree that the primary source of funds for the Agreement
Payment shall be the trust created by that certain Grantor Trust Agreement, dated as of September
4, 2001, by and between the Company and Wachovia Bank, N.A, as trustee, to the extent sufficient
funds are held in trust in order to make such payment and to satisfy the Company’s other continuing
trust obligations.



     3. Executive’s Rights and Company’s Obligations. Except as provided in subparagraphs
(a) through (e) below, the Agreement Payment shall be in full satisfaction of, and shall replace
and supersede, all of the Company’s obligations to Executive in connection with and following
Executive’s subsequent termination of employment, including, but not limited to: (i) Retirement
Benefits as defined in Section 5(c) of the Employment Agreement, (ii) any severance payments
pursuant to Section 9(b) of the Employment Agreement, (iii) any continuation of employee benefit
plans and arrangements pursuant to Section 9(c) of the Employment Agreement and (iv) that certain
Split-Dollar Agreement, dated July 25,



 









 




1994, between Executive and the Company. This Agreement shall not affect, modify or amend
Executive’s rights with respect to the following:





     (a) Pension and 401(k) Benefits. Executive is a participant in the Datascope
Corp. Define Benefit Pension Plan and the Datascope Corp. 401(k) Savings and Supplemental
Retirement Plan. Executive shall continue to be entitled to his retirement benefits under
both plans and such benefits are not affected by this Agreement.




     (b) Medical Benefits. Upon termination of Executive’s employment, Executive
and his spouse (provided that she is at the time covered by the Company’s medical benefit
plan) shall receive 18 months of COBRA continuation of benefits at the same cost as a
similarly situated active employee would pay for such coverage. After the end of each
consecutive six-month period within such 18-month period, upon application by Executive with
proof of payment, the Company shall reimburse Executive for the cost paid by him for such
COBRA continuation and also for such additional cost for medical care for himself and his
spouse as he may have incurred during such six-month period.




Following the end of the 18-month period of COBRA continuation, the Company shall reimburse
the Executive for medical benefits coverage on the following basis:




     (i) Executive shall apply for and maintain a Medicare Supplement policy of his
choice and shall be responsible for paying the full cost of such coverage. After
the end of each quarterly coverage period, upon application by him with proof of
payment, the Company shall reimburse Executive for the full amount paid by him for
such quarterly coverage and also for such out-of-pocket costs not covered by
Medicare or the Medicare Supplement policy as he may have incurred on behalf of
himself during such three-month period.




     (ii) While Executive’s spouse (to whom he was married at the time of his
termination of employment) is under age 65, she shall apply for an individual pre-65
guaranteed-issue health insurance policy, in New York or New Jersey as applicable,
and Executive shall pay for the cost of such coverage. After the end of each
quarterly coverage period, upon application by Executive with proof of payment, the
Company shall reimburse Executive for the full amount paid by him for such quarterly
coverage, and also for such out-of-pocket costs not covered by such policy as he may
have incurred on behalf of his spouse during such three-month period.




     (iii) Upon Executive’s spouse (to whom he was married at the time of his
termination of employment) reaching Medicare entitlement age, such spouse shall
maintain a Medicare Supplement policy, and Executive shall be responsible for paying
the full cost of such coverage for such spouse. After the end of each quarterly
coverage period, upon application by him with proof of payment, the Corporation
shall reimburse Executive for the full amount paid by him for such quarterly
coverage and also for such out-of-pocket costs not covered by Medicare or such
Medicare Supplement policy as he may have incurred on behalf of his spouse during
such three-month period.




     (iv) In the event that Executive predeceases his spouse (to whom he was married
at the time of his termination), she may maintain for herself for her lifetime the
medical benefits coverage referred to in paragraphs (ii) and (iii) above, as either
may be applicable at any time. If she does maintain such coverage, after the end of
each quarterly coverage period, upon application by her with proof of payment, the
Company shall reimburse her for the full amount paid by her for such quarterly
coverage and also



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for such out-of-pocket costs not covered by Medicare or such Medicare
Supplement policy as she may have incurred on behalf of herself during such
three-month period.




Notwithstanding anything contained herein to the contrary, all reimbursements pursuant to
this Section 3(b) shall be made as soon as administratively practicable after application
and proof of payment has been received by the Company, but in no event more than 30 days
after application and proof of payment have been received by the Company nor after the last
day of the calendar year following the calendar year in which such expenses were incurred.




     (c) Pro rata Bonus. The Company shall pay to Executive at the same time it
pays the Agreement Payment an amount, as approved by the Company’s compensation committee,
equal to the product of his target bonus for the fiscal year in which the Merger occurs
multiplied by a fraction, the numerator of which is the number of days in the fiscal year up
to the Merger Date and the denominator of which is 365.




     (d) Accrued Benefits. Upon a termination of Executive’s employment, the
Company shall pay to Executive his salary and unused vacation accrued through the date of
such termination, and shall reimburse Executive in accordance with the Company’s
reimbursement policy for any expenses he properly incurred prior to such termination of
employment. Accrued salary and vacation shall be paid within 30 days of the termination of
employment. The expense reimbursement shall be paid as soon as administratively
practicable, but in no event more than 45 days after submission of required documentation
nor after the last day of the calendar year following the calendar year in which such
expenses were incurred.




     (e) Indemnification and D&O Policy Coverage. Executive rights shall continue
under (i) the respective certificates of incorporation, bylaws or other organizational
documents of the Company or of any of its subsidiaries or affiliates, (ii) the
Indemnification Agreement, dated August 26, 2003, between the Company and Executive and/or
(iii) Section 5.8 of the Merger Agreement, in each case, in accordance with and subject to
the terms and provisions of such documents and agreements. Executive shall also be entitled
to coverage under the Company’s officers’ and directors’ liability insurance policy as
provided under Section 5.8 of the Merger Agreement.



     4. Exercise of Stock Options. All of Executive’s outstanding options to purchase
shares of Company common stock (“Options”) are fully vested and exercisable as of the
Effective Date. Executive hereby agrees to exercise, on or before December 31, 2008, Options to
acquire 169,000 shares of Common Stock of the Company.



     5. Non-Disparagement. Except as may be required by law or subpoena, Executive agrees
that he will not directly or indirectly publish, communicate, make or cause to be made any
statements or opinions that disparage, criticize or that would be derogatory to or otherwise harm
the business or reputation of the Company, its parents, subsidiaries, affiliates, or related
entities, and their respective past and present predecessors, successors, assigns, representatives,
directors, and officers to anyone, including but not limited to the media, internet blogs, public
interest groups and publishing companies. The non-disparagement prohibition in the immediately
preceding sentence with respect to representatives, directors and officers shall apply to such
persons only in their capacity as representatives, directors and officers of the Company, its
parents, subsidiaries, affiliates, or related entities. The Company agrees that the Company, its
parents, subsidiaries, affiliates or related entities, and their respective past and present
predecessors, successors, assigns, representatives, directors and officers will not directly or
indirectly publish, communicate, make or cause to be made any statements or opinions that
disparage, criticize or



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that would be derogatory to or otherwise harm Executive’s business or reputation to anyone,
including but not limited to the media, internet blogs, public interest groups and publishing
companies. If the Company or any of its parents, subsidiaries, affiliates or related entities, or
any of their respective past and present predecessors, successors, assigns, representatives,
directors or officers directly or indirectly publish, communicate, make or cause to be made any
statements or opinions that disparage, criticize or that would be derogatory to or otherwise harm
Executive’s business or reputation, Executive may appropriately respond to such statements and
opinions without being in violation of this Section 5.



     6. Return of Materials. Executive hereby agrees that he will deliver within 30 days of
the termination of his employment, all memoranda, notes, records, manuals, or other documents,
whether made or compiled by Executive or furnished to him from any source by virtue of his
employment with the Company. In addition, Executive agrees to return, within such 30-day period,
all property of the Company, including all credit or charge cards, keys and Company-owned computer
or telecommunications equipment.



     7. Severability of Provisions. In the event that any provision in this Agreement is
determined to be legally invalid or unenforceable by any court of competent jurisdiction, and
cannot be modified to be enforceable, the affected provision shall be stricken from the Agreement,
and the remaining terms of the Agreement and its enforceability shall remain unaffected.



     8. Code Section 409A. The Company makes no representation or warranty to Executive or
other person regarding compliance with, or exemption from, Section 409A of the Internal Revenue
Code with respect to any payment or benefit provided by this Agreement. Executive agrees that he
shall bear sole and exclusive responsibility for any and all federal, state, local or other tax
consequences (including, without limitation, any and all tax liability under Section 409A) of this
Agreement. Executive should consult with his own tax advisor in connection with this Agreement and
its tax consequences.


It is the intention of the parties hereto that payments and benefits under this Agreement be
interpreted to be exempt from or in compliance with Section 409A and accordingly, to the maximum
extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with
Section 409A. Notwithstanding anything herein to the contrary, if (i) at the time of Executive’s
“separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)) with the Company other
than as a result of his death, (ii) Executive is a “specified employee” (as defined in Section
409A(a)(2)(B)(i)), (iii) one or more of the payments or benefits received or to be received by
Executive pursuant to this Agreement would constitute deferred compensation subject to Section
409A, and (iv) the deferral of the commencement of any such payments or benefits otherwise payable
hereunder as a result of such separation of service is necessary in order to prevent any
accelerated or additional tax under Section 409A, then the Company will defer the commencement of
the payment of any such payments or benefits hereunder to the extent necessary (without any
reduction in such payments or benefits ultimately paid or provided to Executive) until the date
that is six months following Executive’s separation from service with the Company (or the earliest
date as is permitted under Section 409A of the Code). Any payment deferred during such six-month
period shall be paid in a lump sum on the day following such six-month period. Any remaining
payments or benefits shall be made as otherwise scheduled under this Agreement. Each payment made
under this Agreement shall be designated as a “separate payment” within the meaning of Section
409A.




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



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defined and any successor to its business and/or assets as aforesaid which assumes and agrees
to perform this Agreement by operation of law or otherwise.



     10. Successors of Executive. This Agreement shall inure to the benefit of and be
binding upon Executive and his personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.



     11. Guarantee of Getinge. Getinge agrees to guarantee the performance of the Company
(or it successors) under this Agreement. Upon any failure of the Company (or its successor) to
timely pay to Executive (or his successors) any amount payable under this Agreement or, to timely
pay to the insurance company the premiums referred to in Section 3(c) hereof, Getinge shall pay to
the appropriate person such amount within 30 days of the receipt of written notice from Executive
(or his successors) if, at the time Getinge is required to make the payment, the amount had not
been paid by the Company (or its successor).



     12. Legal Fees. The Company shall reimburse Executive for all legal fees and expenses
incurred by him in connection with enforcing his rights under this Agreement. Such reimbursement
to occur as soon as administratively practicable, but in no event after the last day of the
calendar year following the calendar year in which such expenses were incurred



     13. Entire Agreement. This Agreement, together with those agreements referred to
herein, constitutes the entire understanding between the parties. The parties have not relied on
any oral statements that are not included in this Agreement. Any modifications to this Agreement
must be in writing and signed by the Company and Executive.



     14. Governing Law. This Agreement shall be construed, interpreted and applied in
accordance with the law of the State of New York, without giving effect to the choice of law
provisions thereof. Executive and the Company hereby irrevocably submit any dispute arising out of
or relating to this Agreement to the exclusive concurrent jurisdiction of the state and federal
courts located in New York. Executive and the Company also both irrevocably waive, to the fullest
extent permitted by applicable law, any objection either may now or hereafter have to the laying of
venue of any such dispute brought in such court or any defense of inconvenient forum for the
maintenance of such dispute, and both parties agree to accept service of legal process from the
courts of New York.



     15. Expiration of Agreement. This Agreement shall expire on the earlier to occur of
(i) June 15, 2009, if the Merger is not closed by such date, or (ii) the termination of the Merger
Agreement in accordance with its terms and provisions.



     16. Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and said counterparts when taken together
shall constitute but one and the same instrument and may be sufficiently evidenced by one set of
counterparts.



(signatures on the following page)




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          Executive understands and acknowledges the significance and consequences of this Agreement,
that the consideration provided herein is fair
and adequate, and represents that the terms of this Agreement are fully

understood and voluntarily accepted.




	 	 	 	 	 	 	 	 	 	 	 
	DATASCOPE CORP.	 	EXECUTIVE
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Henry M. Scaramelli
 

	 	 	 	By:
	 	/s/ Lawrence Saper
 

	 	 
	Name:

	 	Henry M. Scaramelli
	 	 	 	 	 	Lawrence Saper	 	 
	Title:

	 	Vice President, Finance and
	 	 	 	 	 	President and Chief Executive Officer of	 	 
	 

	 	Chief Financial Officer
	 	 	 	 	 	the Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date Signed: 12/31/2008	 	 	 	 	 	Date Signed: 12/30/2008	 	 






GETINGE AB




	 	 	 	 	 
	By: 

Name:

	 	/s/ John Malmquist
 

John Malmquist
	 	 
	Title:

	 	President and Chief Executive Officer	 	 






Date Signed: 12/31/2008





 









 








EXHIBIT A




RELEASE OF CLAIMS




     This Release of Claims is executed by Lawrence Saper (the “Executive”) in
consideration for certain promises by Parent, Getinge AB, as successor to Datascope Corp. (the
“Company”) contained in the Agreement and Release, dated December 31, 2008 (the
“Agreement”).



     WHEREAS, as a condition to receiving the Agreement Payment as provided in the Agreement, the
Company and Executive agree that Executive will execute this Release of Claims for each and every
claim, action or right of any sort, known or unknown, that Executive may have against Company; and,



     WHEREAS, Executive acknowledges that he has been given a reasonable period of time, up to and
including twenty-one (21) days, to consider the terms of this Release of Claims; and



     WHEREAS, Company advises Executive to consult with a lawyer before signing this Release of
Claims; and



     WHEREAS, Executive acknowledges that the consideration provided for this Release of Claims is
sufficient to support the release of claims; and



     WHEREAS, Executive represents that he has not filed any charges, claims or lawsuits against
Company involving any aspect of his employment which have not been terminated as of the date of
this Release of Claims.



NOW, THEREFORE, Executive agrees as follows:




     1. Release of Claims. Executive and his heirs, assigns, and agents release, waive and
discharge Company and its past and present directors, officers, employees, parents, subsidiaries,
affiliates, related entities, and agents from each and every claim, action or right of any sort,
known or unknown, arising on or before the Merger Date that relates to his employment with the
Company and the termination of such employment, if applicable.




	 	(a)	 	The foregoing release includes, but is not limited to, any claim of
discrimination on the basis of race, sex, religion, sexual orientation, national
origin, disability, age, or citizenship status; any other claim based on any local,
state, or federal prohibition, including but not limited to claims under Title VII of
the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of
1967, as amended (“ADEA”), or the Americans With Disabilities Act; any claim
arising out of or related to any alleged express or implied employment contract, any
other alleged contract affecting terms and conditions of employment, or an alleged
covenant of good faith and fair dealing; or any claim for severance pay, bonus, salary,
sick leave, stocks, attorneys’ fees, holiday pay, vacation pay, life insurance, health
or medical insurance or any other employee or fringe benefit, workers’ compensation or
disability.
	 
	 	(b)	 	Executive represents that he understands the foregoing release, that rights and
claims under ADEA are among the rights and claims against Company that he is releasing,
and that he understands that he is not presently releasing any future rights or claims
that might arise after the Merger Date.
	 
	 	(c)	 	Executive further agrees never to sue Company or its past and present
directors, officers, employees, parents, subsidiaries, affiliates, related entities,
and agents or cause Company or





 









 











	 	 	 	its past and present directors, officers, employees, parents, subsidiaries, affiliates,
related entities, and agents to be sued regarding any matter within the scope of the
above release. If Executive violates this Paragraph 1, Company may recover all damages
as allowed by law, including all costs and expenses, including reasonable attorneys’
fees, incurred in defending against the suit.






	 	(d)	 	Nothing herein is intended to or shall in any manner release, diminish or
impair Executive’s rights (i) under the Agreement, (ii) to exculpation,
indemnification, advancement of expenses and other rights existing in favor of
Executive as provided in (x) the respective certificates of incorporation, bylaws or
other organizational documents of the Company or of any of its subsidiaries or
affiliates, (y) the Indemnification Agreement, dated August 26, 2003, between the
Company and Executive and/or (z) Section 5.8 of the Merger Agreement and (iii) to
coverage under the Company’s officers’ and directors’ liability insurance policy as
provided under Section 5.8 of the Merger Agreement.





     2. Executive may revoke this Release of Claims in writing within seven (7) days of signing it
by sending written notice of revocation to the Company. This Release of Claims will not take
effect until eighth day after it is delivered to Company, and only if the release is not revoked by
Executive during the revocation period.



     3. Executive represents and warrants that, as of the date of this Release of Claims, he has
not assigned or transferred, or purported to assign or transfer, to any person, firm, corporation,
association or entity whatsoever any released claim. Executive hereby agrees to indemnify and hold
Company harmless against, without any limitation, any and all rights, claims, warranties, demands,
debts, obligations, liabilities, costs, court costs, expenses, including attorneys’ fees, causes of
action or judgments based on or arising out of any such assignment or transfer.



	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

Lawrence Saper
	 	 	 	 

Date Signed