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Exhibit 10.8    
  


 
 

VIASYS HEALTHCARE INC.
  
    AMENDED AND RESTATED
  EMPLOYMENT AGREEMENT    
  


        THIS AGREEMENT, made and entered into as of the 2nd day of April, 2001, and amended on September 24, 2001, by and among VIASYS Healthcare Inc., a
Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company") and Randy H. Thurman (the "Executive") is hereby amended and restated as of
November 19, 2002 in the form set forth below. 


W I T N E S S E T H:


        WHEREAS,
the Company previously entered into an employment agreement dated as of April 1, 2001, with the Executive whereby the Executive commenced employment with the Company; and 


        WHEREAS,
the Company and the Executive now desire to amend and restate the employment agreement as set forth herein to embody more clearly and fully the terms and provisions of such
employment (the "Agreement"); 



        NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is mutually
acknowledged, the Company and the Executive hereby agree as follows: 


1.    DEFINITIONS.  


        (a)  "Affiliate"
means a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified. 



        (b)  "Base
Salary" means the salary provided for in Section 4 or any increased salary granted to the Executive pursuant thereto. 


        (c)  "Board"
means the Board of Directors of the Company. 


        (d)  "Cause"
means the occurrence of any one or more of the following events: 



          (i)  the
Executive's willful and repeated failure to comply with the directives of the Board; 


        (ii)  the
Executive's conviction of a felony or any crime involving moral turpitude; or 



        (iii)  the
Executive's willful and continued gross neglect of his duties with the Company (other than any such occurrence resulting from incapacity due to physical or mental
illness); 




provided,
however, that, with respect to events described in subsection (i) or (iii), (A) the Executive must be provided with a written demand by the Board which specifically identifies
the manner in which the Executive is considered to have breached his obligation and providing the Executive with at least a thirty (30) calendar day period in which to cure the breach, if the
breach is curable; and (B) following such event, the Executive must receive a Notice of Termination for Cause from the Company indicating that the majority of the outside directors of the Board
has made a good faith determination that the Executive has engaged in conduct that constitutes Cause, provided that, if such action or failure is curable, the Executive fails to correct the action or
failure to act that constitutes the grounds for Cause in a manner reasonably satisfactory to the Board within the thirty (30) day period following receipt by the Executive of the Notice of
Termination for Cause; provided further that the Executive together with his counsel, shall have had an opportunity to be heard by the Board regarding the conduct in question. Immediately upon receipt
by the Executive of a Notice of Termination for Cause from the Company, the Executive shall take a mandatory paid leave of absence from the Company for such thirty (30) day 


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period. For purposes of this Section 1(d), no act or failure to act, on the part of the Executive, shall be considered willful unless it is done, or omitted to be done, by him in bad faith and
without a reasonable belief that his action or omission was in the best interests of the Company. 


        (e)  "Change
in Control" means an event or occurrence set forth in Section 1.1 of the Executive Retention Agreement. 


        (f)    "Code"
means the Internal Revenue Code of 1986, as amended. 


        (g)  "Disability"
or "Disabled" means the Executive's inability to substantially perform his duties and responsibilities under this Agreement due to physical or mental
incapacity, as determined by a medical doctor selected by the Company and the Executive. If the Parties cannot agree on a medical doctor for such purpose, each Party shall select one medical doctor
and such doctors will jointly select a third medical doctor who shall be the approved medical doctor for such purpose. 


        (h)  "Effective
Date" means November 15, 2001. 


        (i)    "Executive
Retention Agreement" means, as of any particular date, the Executive Retention Agreement in effect on such date. 


        (j)    "Good
Reason" means the occurrence of any one or more of the following events without the Executive's consent: 



          (i)  the
failure of the Company to provide Executive with aggregate compensation (Base Salary and long-term and short-term incentive compensation) or
aggregate benefits that are at least equal (in terms of benefit levels and reward opportunities) to those provided by the Company to Executive immediately before the change; provided, however, that a
change in the compensation or benefits for all executives of the Company, in which Executive is treated similarly as all other executives of a comparable responsibility level, shall not constitute
Good Reason under this Agreement; or 


        (ii)  the
failure to elect or reelect the Executive to the position of Chairman or Chief Executive Officer or the removal of the Executive from either position (other than
due to a termination of his employment for Cause, Disability or death); 


        (iii)  a
significant change in the Executive's duties or responsibilities (including reporting responsibilities) that is inconsistent with the Executive's experience,
training and skills and represents a substantial diminution of the Executive's position and responsibilities in effect immediately prior thereto; 


        (iv)  a
change in the reporting structure so that the Executive reports to an entity other than the Board; or 


        (v)  the
relocation of the offices of the Company at which Executive is principally located to a location that is more than fifty (50) miles from the location of such
offices immediately prior to the relocation, or the Company's requiring the Executive to be based anywhere other than such offices, except for required travel on the Company's business to an extent
substantially consistent with the Executive's business travel obligations at the date of this Agreement. 




        (k)  "Notice
of Termination" means a written notice from one party to the other party hereto given in accordance with Section 27, terminating the Executive's
employment hereunder. Any Notice of Termination shall (i) indicate the specific termination provision hereunder relied on by the party giving such notice and (ii) to the extent
applicable, set forth in reasonable detail the facts and circumstances providing a basis for termination of the Executive's employment under the provision so indicated. The failure by the Executive or
the Company to set forth any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude
the Executive or the Company, respectively, from asserting any such 


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fact or circumstance in enforcing their respective rights hereunder. Any Notice of Termination for (x) Cause given by the Company must be given within ninety (90) days from the Company
becoming aware of the events or circumstances that constitutes Cause and (y) Good Reason given by the Executive must be given within thirty (30) days from the Executive becoming aware of
the events and circumstances that constitute Good Reason. 


        (l)    "Stock"
means the common stock, $0.01 par value per share, of the Company. 


        (m)  "Termination
Date" means, with respect to any termination of the Executive's employment hereunder, the effective date of such termination pursuant to Section 10. 


2.    TERM OF EMPLOYMENT.  


        The Executive's employment under this restated Agreement shall be deemed to commence on the Effective Date and shall continue until the third anniversary of the
Effective Date (the "Initial Employment Term") unless the Agreement is terminated sooner in accordance with Section 10. In
addition, the term of this Agreement shall automatically renew for periods of one year (each an "Extension Term") unless either party gives written notice to the other party, at least ninety
(90) days prior to the end of the Initial Employment Term or at least ninety (90) days prior to the end of Extension Term, that the Agreement shall not be further extended. The period
commencing on the effective date and ending on the date on which the term of the Executive's employment under the Agreement shall terminate is hereinafter referred to as the "Employment Term." 


3.    POSITION, DUTIES AND RESPONSIBILITIES.  



        (a)  Commencing
on the Effective Date, the Executive was employed as the Chairman, Chief Executive Officer and President of the Company and the Executive has been assigned
and shall be assigned such duties and responsibilities as are reasonably consistent with such positions and such other duties and responsibilities as the Board from time to time deems appropriate. 


        (b)  During
the Term of Employment, the Executive shall devote his entire business time, attention and energies to the business and interest of the Company in performing his
duties and responsibilities under this Agreement, and to that end, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board in
each case, except with regard to directorships of the corporations set forth on Schedule 3(b) as attached hereto and/or any subsidiary thereof; provided, that during business hours the
Executive shall not devote more than 12 days per calendar year (pro rata for 2002) to such positions (subject to the occurrence of any extraordinary corporate event that may require, as a
matter of fiduciary duty, the devotion of more time, such as an unsolicited takeover bid for a public company) and that such positions do not materially interfere with the proper performance of the
Executive's duties and responsibilities as set forth in Section 3. 


        (c)  Notwithstanding
anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors
of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments
and affairs, provided, that such activities do not materially interfere with the proper performance of his duties and responsibilities as set forth in Section 3. 


        (d)  The
Executive, in carrying out his duties and responsibilities under this Agreement, shall report directly to the Board. 


        (e)  In
the event of a termination of employment of the Executive for any reason, the Executive shall immediately resign as a member of the Board and as a member of each of
the boards of directors of the Company's Affiliates upon which the Executive serves. 


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4.    BASE SALARY.  


        The Executive shall be paid an annualized base salary, payable in accordance with the regular payroll practices of the Company, of $500,000, which amount may be
increased from time to time in the discretion of the Board; provided, however, that once such amount is increased, it may not be decreased except in the case of a decrease in compensation of all
executives of the Company, in which the Executive is treated similarly as all other executives of a comparable responsibility level. 


5.    LOAN.  


        The Company has made a loan to the Executive in the original principal amount of $500,000 (the "Loan") bearing interest at a rate of six percent (6%) per annum.
The Executive's obligation to pay the principal of and interest on the Loan is evidenced by a Promissory Note in the form attached hereto as EXHIBIT A, which the Executive executed and delivered to
the Company. So long as the Executive is still employed by the Company on each such anniversary of the Effective Date, the Company shall credit the Executive with payment of twenty-five
percent (25%) of the outstanding principal of the Loan on the first four anniversaries of the Effective Date (such that on the fourth anniversary of the Effective Date all of the outstanding principal
of the Loan shall have been paid in full) (each such credited payment, a "Principal Payment" and collectively, the "Principal Payments"). The parties hereto hereby acknowledge and agree that the Loan
shall be treated by the parties as a loan for all purposes. 



6.    ANNUAL CASH INCENTIVE AWARD.  


        During the Employment Term, the Executive shall be entitled to participate in all long-term and short-term incentive programs established
by the Company for its senior level executives generally. Specifically, the Executive shall be entitled to participate in the annual cash incentive program of the Company. Under such program, the
Executive shall be eligible to receive an annual bonus targeted at 80% of the Executive's annual base pay, or such higher percentage as the Board may, in its discretion, determine. The target bonus
shall be subject to certain conditions, including multipliers, that are consistent with the annual bonus plan applicable to other senior executives of the Company. 



7.    EMPLOYEE BENEFIT PROGRAMS.  


        During the Employment Term, the Executive shall be entitled to participate in all employee pension and welfare benefit plans and programs made available to the
Company's senior level executives or to its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, pension, profit sharing, savings and other
retirement plans or programs, medical, dental, hospitalization, short-term and long-term disability and life insurance plans, accidental death and dismemberment protection,
travel accident insurance, and any other pension or retirement plans or programs and any other employee welfare benefit plans or programs that may be sponsored by the Company from time to time,
including any plans that supplement the above-listed types of plans or programs, whether funded or unfunded. The Executive shall be entitled to vacation and sick leave in accordance with the Company's
vacation, holiday and other pay for time not worked policies on a basis no less favorable than that which is authorized for comparable executives. 


8.    PERQUISITES.  


        During the Employment Term, the Executive shall be entitled to participate in all of the Company's executive perquisites in accordance with the terms and
conditions of such arrangements as are in effect from time to time for the Company's senior-level executives. 


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9.    REIMBURSEMENT OF BUSINESS AND OTHER EXPENSES.  


        The Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement including, without limitation,
reasonable legal fees incurred in the negotiation and preparation of this Agreement, and the Company shall promptly reimburse him for such expenses, subject to documentation in accordance with the
Company's policy. 


10.  TERMINATION OF EMPLOYMENT.  


        The Executive's employment hereunder shall terminate effective immediately upon the earlier to occur of the following events: 


        (a)  death
of the Executive; 



        (b)  receipt
by either party of a Notice of Termination for Disability from the other party, but in any event not until the Executive is determined to be disabled in
accordance with Section 1(g); 


        (c)  the
31st day following receipt by the Executive of the Notice of Termination for Cause from the Company indicating that a majority of the outside directors of the Board
has made a good faith determination that the Executive has engaged in conduct that constitutes Cause, provided, that if such action or failure to act is curable, the Executive fails to correct the
action or failure to act that constitutes the grounds for Cause in a manner reasonably satisfactory to the Board within the thirty (30) day period following receipt by the Executive of the
Notice of Termination for Cause and provided further, that the Executive together with his counsel, shall have had an opportunity to be heard by the Board regarding the conduct in question.
Immediately upon receipt by the Executive of a Notice of Termination for Cause from the Company, the Executive shall take a mandatory paid leave of absence from the Company for such thirty
(30) day period; 


        (d)  the
31st day following receipt by the Company of a Notice of Termination for Good Reason from the Executive if the Company fails to cure within the thirty
(30) day period following the Company's receipt of such written notice; 


        (e)  the
31st day following receipt by the Executive of a Notice of Termination Without Cause from the Company; and 


        (f)    the
31st day following receipt by the Company of a Notice of Termination Without Good Reason from the Executive. 


11.  RIGHTS AND REMEDIES UPON TERMINATION OF EMPLOYMENT.  


        (a)    TERMINATION DUE TO DEATH.    In the event that the Executive's employment is terminated due to his death, his
estate or his beneficiaries, as the case may be, shall be entitled to the following benefits: 



          (i)  the
Executive's then current Base Salary through the Termination Date, which shall be payable in a lump sum within thirty (30) days of the Termination Date; 


        (ii)  an
annual cash incentive bonus award for the year in which the Termination occurs, pro-rated through the Termination Date, determined in accordance with the
provisions of Section 6 (the "Pro-Rated Annual Bonus"), which shall be payable when long-term and short-term incentive awards, as applicable, are normally
paid to comparable executives; 


        (iii)  each
outstanding option to purchase shares of Stock of the Company held by the Executive, whether or not issued under this Employment Agreement, that has not
previously vested prior to that date shall immediately vest and shall remain exercisable until one year from the Termination Date (but in no event beyond the end of each such option's exercise
period); 



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        (iv)  the
unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date. 


        (v)  a
lump sum cash payment equal to two times the Executive's then current Base Salary. 




        (b)    TERMINATION DUE TO DISABILITY.    In the event that the Executive's employment is terminated by either party
due to his Disability, he shall be entitled to the following benefits: 



          (i)  disability
benefits in accordance with the long-term disability ("LTD") program then in effect for comparable executives of the Company; 


        (ii)  the
Executive's then current Base Salary through the end of the LTD elimination period, which shall be payable in a lump sum within thirty (30) days of
the Termination Date; 


        (iii)  the
Pro-Rated Annual Bonus, payable when short-term and long-term incentive awards, as applicable, are normally paid to comparable
executives; 


        (iv)  each
outstanding option to purchase shares of Stock of the Company held by the Executive, whether or not issued under this Employment Agreement, that has not previously
vested prior to that date shall immediately vest and shall remain exercisable until one year from the Termination Date (but in no event beyond the end of each such option's otherwise applicable
exercise period); 


        (v)  the
unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date; 


        (vi)  a
lump sum cash payment equal to two times the Executive's then current Base Salary; and 


      (vii)  continued
participation at the Company's expense in all medical and dental insurance coverage in which he was participating on the date of his termination until the
earlier of (A) eighteen (18) months following the Termination Date, or (B) the date, or dates, he receives substantially equivalent coverage and benefits under the plans and
programs of a subsequent employer. 




        (c)    TERMINATION BY THE COMPANY FOR CAUSE.    In the event that the Company terminates the Executive's employment
for Cause: 



          (i)  the
Executive shall be entitled to receive his current Base Salary through the Termination Date, which shall be payable in a lump sum within thirty (30) days of
the Termination Date; 


        (ii)  each
outstanding unvested option to purchase shares of Stock of the Company held by the Executive shall immediately cease to vest and shall be forfeited to the Company
and cancelled and each vested option to purchase shares of Stock of the Company held by the Executive shall remain outstanding and exercisable for ninety (90) days following the Termination
Date (but in no event beyond the end of each such option's exercise period); and 


        (iii)  the
Executive shall not be entitled to any benefits, severance or other compensation. 




        (d)    TERMINATION FOR GOOD REASON.    In the event the Executive's employment is terminated by the Executive for Good
Reason, the Executive shall be entitled to the following benefits: 



          (i)  the
Executive's then current Base Salary through the Termination Date, which shall be payable in a lump sum within thirty (30) days of the Termination Date; 


        (ii)  the
Pro-Rated Annual Bonus, payable when long-term and short-term cash incentive awards, as applicable, are normally paid to
comparable executives; 



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        (iii)  an
amount equal to two times the sum of (i) the Executive's then current Base Salary and (ii) the most recent short term and long term cash incentive
award paid or awarded to the Executive pursuant to Section 6, payable in a lump sum within ninety (90) days of the Termination Date; 


        (iv)  vesting
of each outstanding option to purchase shares of Stock of the Company held by the Executive, whether or not issued under this Employment Agreement, that have
not previously vested prior to that date, and each such option shall remain exercisable until one year from the Termination Date (but in no event beyond the end of each such option's exercise period); 



        (v)  the
unpaid principal balance of the Loan shall be forgiven effective upon the Termination Date; and 


        (vi)  continued
participation at the Company's expense in all medical and dental insurance coverage in which he was participating on the date of his termination until the
earlier of (A) eighteen (18) months following the Termination Date or (B) the date, or dates, he receives substantially equivalent coverage and benefits under the plans and
programs of a subsequent employer. 




        (e)    TERMINATION WITHOUT GOOD REASON.    In the event of a termination of employment by the Executive on his own
initiative, other than due to (A) death, (B) Disability, (C) Good Reason, (D) the expiration of the then current Term of Employment, or (E) a notice from one party
to the other of its intent not to extend the Employment Term 



          (i)  the
Executive shall be entitled to receive his current Base Salary through the Termination Date, which shall be payable in a lump sum within thirty (30) days of
the Termination Date; 


        (ii)  each
outstanding option to purchase shares of Stock of the Company held by the Executive, whether or not issued under this Employment Agreement, (A) that have
not previously vested prior to that date shall immediately cease to vest and shall be forfeited to the Company and cancelled and (B) that have previously vested prior to the Termination Date
shall remain exercisable until three months from the Termination Date (but in no event beyond the end of each such option's otherwise applicable exercise period); 


        (iii)  the
Executive shall not be entitled to any benefits, severance or other compensation. 




        (f)    TERMINATION WITHOUT CAUSE.    A termination of the Executive's employment by the Company, other than due to
(A) death, (B) Disability, (C) Cause, (D) the expiration of the then current Term of Employment, or (E) a notice from one party to the other of its intent not to
extend the Employment Term, shall have the same consequences as provided in Section 11(d) for a termination of the Executive's employment by the Executive for Good Reason. 


        (g)    EXPIRATION OF TERM OF EMPLOYMENT.    In the event that Executive's employment with the Company ceases due to
expiration of the Employment Term as a result of the Company's notification to the Executive of the non-renewal of the Term, the Executive shall be entitled to: 



          (i)  his
current Base Salary through the Termination Date, which shall be payable in a lump sum within thirty (30) days of the Termination Date; 


        (ii)  the
Pro-Rated Annual Bonus, payable when long-term and short-term cash incentive awards, as applicable, are normally paid to
comparable executives; and 


        (iii)  provided
that the Executive has not materially breached his obligations under this Agreement, a severance payment equal to his then current Base Salary payable in
twelve (12) equal monthly installments commencing with the calendar month immediately following the calendar month in which he separates from the service of the Company. 



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        (h)    OTHER TERMINATION BENEFITS.    In the case of any of the foregoing terminations, to the extent not previously
paid or provided or otherwise contrary to the terms and conditions of this Agreement, the Executive or his estate or beneficiaries, as the case may be, shall also be entitled to the balance of any
incentive awards due the Executive but not yet paid (including awards due for performance periods that have been completed, but have not yet been paid), any expense reimbursements due the Executive,
and other benefits, if any, in accordance with applicable plans or programs of or contracts or agreements of the Executive with the Company. 


        (i)    TERMINATION FOLLOWING A CHANGE IN CONTROL.    Notwithstanding anything to the contrary in this Agreement or in
the Executive Retention Agreement, in the event that (i) a Change of Control occurs; and (ii) the Executive's employment with the Company is terminated within (A) six
(6) months prior to a Change of Control and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or in anticipation of a Change of Control; or (B) eighteen (18) months following a
Change in Control, the Executive shall be entitled to benefits equal to (i) the benefits due and payable to him under the Executive Retention Agreement as a result of such termination, or
(ii) the benefits due and payable to him under Section 11 of this Employment Agreement as a result of such termination. In furtherance thereof, it is the parties' understanding that in
the event of a termination under such circumstances, the Executive shall only be entitled to receive benefits payable under one or the other of the foregoing agreements (but not both) determined on a
benefit by benefit basis by the Executive and that the term "Other Benefits" as defined in the Executive Retention Agreement shall not include benefits payable under this Employment Agreement. 



        (j)    OUTPLACEMENT SERVICES.    In the event that the Executive's employment is terminated in accordance with
Section 11 without Cause or for Good Reason, the Company shall provide outplacement services through one or more outside firms of the Executive's choosing up to an aggregate of $40,000, with
such services to extend until the earlier of (i) twelve (12) months following the Termination Date or (ii) the date on which the Executive secures full time employment. 


        (k)    NATURE OF PAYMENTS.    Any amounts due under this Section 11 are in the nature of severance payments
considered to be reasonable by the Company and are not in the nature of a penalty. 


        (l)    NO MITIGATION; NO OFFSET.    The Executive shall not be required to mitigate the amount of any payment or
benefit provided in this Section 11 by seeking other employment or otherwise. Further, except as provided in this Section 11, the amount of any payment or benefits provided for in this
Section 11 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer or be offset by any amount claimed to be owed by the Executive to the
Company. 


12.  CONFIDENTIALITY & ASSIGNMENT OF INVENTIONS.  


        (a)  The
Executive shall execute and deliver to the Company on the Effective Date the Company's standard employee Confidentiality and Assignment of Inventions Agreement,
substantially in the form attached hereto as EXHIBIT B. 


        (b)  Upon
the termination of the Executive's employment, the Executive (or in the event of his death, the Executive's personal representative) shall promptly surrender to the
Company the original and all copies of any materials containing confidential information of the Company which are then in the Executive's possession or control; provided, however, that the Executive
shall not be required to surrender his rolodexes, personal diaries and other items of a personal nature. 


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13.  NON-COMPETITION; NON-SOLICITATION.  


        (a)  The
Executive acknowledges (i) that in the course of his employment with the Company he will become familiar with trade secrets and customer lists of, and other
confidential information concerning, the Company and its Affiliates, customers, and clients and (ii) that his services will be of special, unique and extraordinary value to the Company. 



        (b)  The
Executive agrees that during the Term of Employment and for a period of one year following his termination of employment for any reason he shall not in any manner,
directly or indirectly, through any person, firm, corporation or enterprise, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or advisor or
consultant to any person, firm, corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged (collectively,
the "Restricted Activity"), in any Competitive Activity (as defined below). For the purposes of this Section 13, a "Competitive Activity" shall mean unless otherwise determined by the Board a
business that (i) is being conducted by the Company or any Affiliate at the time in question and (ii) was being conducted, or was under active consideration to be conducted, by the
Company or any Affiliate, at the date of the termination of the Executive's employment. It is agreed and understood that the prohibitions provided for in this Section 13(b) shall not restrict
the Executive from engaging in Restricted Activity for any subsidiary, division or Affiliate or unit of a company (collectively a "Related Entity") if that Related Entity is not engaged in a
Competitive Activity, irrespective of whether some other Related Entity of that company engages in what would otherwise be considered to be a Competitive Activity (as long as Executive does not engage
in Restricted Activity for such other Related Entity). 


        (c)  The
Executive further agrees that during the Non-Competition Period he shall not (i) in any manner, directly or indirectly, hire or cause to be hired
any employee of or advisor or consultant to the Company or any of its Affiliates for any purpose or in any capacity whatsoever, or (ii) in connection with any business to which
Section 13(b) applies, call on, service, solicit or otherwise do business with any customer of the Company or any of its Affiliates; provided, however, that the restriction contained in
clause (i) of this Section 13(c) shall not apply to, or interfere with, the proper performance by the Executive of his duties and responsibilities under Section 3 of this
Agreement. 


        (d)  Nothing
in this Section 13 shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding common stock, capital
stock and equity of any firm, corporation or enterprise so long as the Executive has no active participation in the management of business of such firm, corporation or enterprise. 


        (e)  If
the restrictions stated herein are found by a court to be unreasonable, the parties hereto agree that the maximum period, scope or geographical area reasonable under
such circumstances shall be substituted for the stated period, scope or area and that the court shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by
law. 


14.  REMEDIES.  


        Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including
reasonable attorney's fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages
would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without
posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. Nothing in this
Section 14 is intended to prevent the parties from raising any and all defenses with respect to the necessity for, and scope of, such injunctive or equitable relief. 


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15.  NON-DISPARAGEMENT  


        The Executive agrees not to disparage the name, business reputation or business practices of the Company or any of its respective subsidiaries or affiliates, or
their (or their subsidiaries' or affiliates') officers, employees and directors and the Company agrees not to disparage the name or business reputation of the Executive. If either party fails to
comply with this provision, the other party shall have the right to respond truthfully to such disparaging statements, notwithstanding the terms of this Section 15. 



16.  RESOLUTION OF DISPUTES.  


        Subject to the provisions of Section 14 regarding specific performance and/or injunctive relief, any disputes arising under or in connection with this
Agreement shall be resolved by binding arbitration, to be held in Philadelphia, Pennsylvania, in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the
award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 



17.  EXPENSES.  


        (a)  Subject
to the provisions of Sections 15 and 16, in the event any party hereto (for the purposes of this Section 17, the "Aggrieved Party") seeks a judicial
adjudication of, or an award in arbitration to enforce, the Aggrieved Party's rights under, or to recover damages for the breach of, this Agreement, the Aggrieved Party shall be entitled to recover
from the other party or parties, as the case may be, and shall be indemnified by the other party or parties, as the case may be, against, any and all costs actually and reasonably incurred by the
Aggrieved Party in such judicial adjudication or arbitration, including, without limitation, reasonable attorney's fees, but only if the Aggrieved Party prevails in such proceeding. 



        (b)  The
Company agrees to pay all costs actually and reasonably incurred by the Executive in connection with the review and negotiation of this Agreement and the Exhibits
attached hereto, including, without limitation, the reasonable fees of counsel selected by the Executive, within thirty (30) days after receipt by the Company of a statement requesting such
payment, which statement shall reasonably evidence such costs incurred by the Executive. 


18.  LIABILITY INSURANCE.  


        The Company agrees to obtain, continue and maintain a directors' and officers' liability insurance policy covering the Executive to the extent the Company
provides such coverage for its other comparable executives. The parties shall enter into an Indemnification Agreement as soon as practicable after the Effective Date in the form attached hereto as
EXHIBIT C. 


19.  ASSIGNABILITY; BINDING NATURE.  


        This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and assigns.
Rights or obligations of the Company under this Agreement may be assigned or transferred by the Company pursuant to a merger or consolidation in which the Company is not the continuing entity, or the
sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and
such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that,
in the event of a sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it reasonably can in order to cause such assignee or transferee to expressly
assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned or 


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transferred by the Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law. 


20.  REPRESENTATIONS AND WARRANTIES.  


        (a)  The
Company represents and warrants that it has all requisite corporate power and authority to enter into this Agreement and that the performance by the Company of its
obligations under this Agreement will not violate any agreement to which it is a party. 



        (b)  The
Executive represents that the execution of this Agreement by the Executive and the performance by him of his obligations hereunder will not violate any agreement to
which he is a party. 


        (c)  The
Executive hereby represents and warrants that he is not bound by the terms of any agreement with any previous employer or other party to refrain from competing,
directly or indirectly, with the business of such previous employer or any other party. The Executive further represents and warrants that Executive's performance of all the terms of this Agreement
and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by the Executive in confidence or in trust prior
to Executive's employment with the Company. The Executive will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any
previous employer or others. The Executive will not hereafter grant anyone any rights inconsistent with the terms of this Agreement. 


21.  ENTIRE AGREEMENT.  


        This Agreement and the Exhibits attached hereto and incorporated herein by reference contain the entire understanding and agreement between the parties concerning
the subject matter hereof and thereof and supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.
This is an integrated document. 


22.  AMENDMENT OR WAIVER.  


        No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Executive and an authorized officer of the Company,
other than the Executive. No waiver by either party of any breach by the other party of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a
waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any such waiver must be in writing and signed by the Executive or an authorized officer of the
Company, other than the Executive, as the case may be. 


23.  SEVERABILITY.  


        In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law so as to achieve the purposes of this Agreement. 



24.  SURVIVORSHIP.  


        Except as otherwise expressly set forth in this Agreement, the respective rights and obligations of the parties hereunder shall survive any termination of the
Executive's employment. This Agreement itself (as distinguished from the Executive's employment) may not be terminated by either party without the written consent of the other party. 


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25.  REFERENCES.  


        In the event of the Executive's death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where
appropriate, to refer to his beneficiary, estate or other legal representative. 


26.  GOVERNING LAW/JURISDICTION.  


        This Agreement shall be governed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws. 



27.  NOTICES.  


        All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (a) delivered personally,
(b) sent by certified or registered mail, postage prepaid, return receipt requested or (c) delivered by overnight courier (provided that a written acknowledgment of receipt is obtained
by the overnight courier) to the party concerned at the address indicated below or to such changed address as such party may subsequently give such notice of: 



	If to the Company:	 	VIASYS Healthcare Inc.

227 Washington Street, Suite 200

Conshohocken, PA 19428
	

Copy to:	
 	

Chairman, Compensation Committee of the

Board of Directors
	

If to Executive:	
 	

Randy H. Thurman

46 Wyndermere Lake Drive

Chester Springs, PA 19425





28.  HEADINGS.  


        The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any
provision of this Agreement. 


29.  COUNTERPARTS.  


        This Agreement may be executed in counterparts. 


[Remainder
of Page Intentionally Left Blank] 


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        IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the restatement set forth above. 



	 	 	VIASYS HEALTHCARE INC.
	        	 	 	 	 
	        	 	 	 	 
	        	 	By:	 	 
	        	 	 	 	 
	        	 	 	 	 
	        	 	

	 	 	Name:	 	Ronald A. Ahrens
	 	 	Title:	 	Chairman, Compensation Committee
	        	 	 	 	 
	        	 	 	 	 
	        	 	

	 	 	Randy H. Thurman




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SCHEDULE 3(b)


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EXHIBIT A    
    
    PROMISSORY NOTE    



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EXHIBIT B    
    
    CONFIDENTIALITY AND ASSIGNMENT OF INVENTIONS AGREEMENT    



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EXHIBIT C    
    
    INDEMNIFICATION AGREEMENT    



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Exhibit 10.8


VIASYS HEALTHCARE INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT



SCHEDULE 3(b)

EXHIBIT A PROMISSORY NOTE

EXHIBIT B CONFIDENTIALITY AND ASSIGNMENT OF INVENTIONS AGREEMENT

EXHIBIT C INDEMNIFICATION AGREEMENT